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File No. 70-8235
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 11 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
TRISTAR VENTURES CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
20 Montchanin Road
Wilmington, DE 19807
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(Names of company or companies filing this statement
and addresses of principal executive offices)
THE COLUMBIA GAS SYSTEM, INC.
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(Name of top registered holding company parent
of each applicant or declarant)
L. J. Bainter, Treasurer
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, DE 19807
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(Name and address of agent for service)
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The Application-Declaration previously filed and amended is hereby
further amended including the exhibit referenced herein:
Item 6. Exhibits and Financial Statements.
(a) Exhibits
F-2 Opinion of Counsel
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this
Declaration to be signed on their behalf by the undersigned thereunto duly
authorized.
The signature of the applicants and of the persons signing on
their behalf are restricted to the information contained in this application
which is pertinent to the application of the respective companies.
THE COLUMBIA GAS SYSTEM, INC.
Dated: December 9, 1994 By: /s/ L. J. BAINTER
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L. J. Bainter
Treasurer
TRISTAR VENTURES CORPORATION
TRISTAR BINGHAMTON GENERAL
CORPORATION
TRISTAR BINGHAMTON LIMITED
CORPORATION
TRISTAR FUEL CELLS CORPORATION
TRISTAR GEORGETOWN GENERAL
CORPORATION
TRISTAR GEORGETOWN LIMITED
CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR VINELAND GENERAL
CORPORATION
TRISTAR VINELAND LIMITED
CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
20 Montchanin Road
Wilmington, DE 19807
Dated: December 9, 1994 By: /s/ D. P. DETAR
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D. P. Detar
Treasurer
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EXHIBIT INDEX
(a) Exhibits
F-2 Opinion of Counsel
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Exhibit F-2
December 9, 1994
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Re: TriStar Ventures Corporation
File No. 70-8235
As Counsel for TriStar Ventures Corporation ("TVC") and its
wholly-owned subsidiaries ("TriStar Subsidiaries"), a Delaware corporation, and
subsidiaries of The Columbia Gas System, Inc., a Delaware corporation and
holding company registered under the Public Utility Holding Company Act of 1935
(the "Act"), and at their request, I deliver to you this opinion for filing as
Exhibit F-2 to the Joint Application-Declaration, as previously amended by
Amendment Nos. 1-6, and as amended by post-effective Amendment Nos. 7-10, and
11, filed simultaneously herewith (hereinafter referred to as the "Application"
and the post-effective amendments referred to as the "Post-Effective
Amendments").
The Post-Effective Amendments relate to:
1) the investment by TVC through December 31, 1997 of up to $34.1
million in self-generated funds (the "Self-Generated Funds") in
preliminary development through the issuance by the subsidiaries,
and their purchase thereof by TVC, of their common stock at or
above par value, installment promissory notes, and/or the making
of short-term advances and capital contributions;
2) through December 31, 1997, for the recapitalization of certain
TriStar Subsidiaries from time to time through the payment of
dividends out of unearned surplus in an aggregate amount not to
exceed: TriStar Binghamton General Corporation - $1.2 million;
TriStar Binghamton Limited Corporation - $2.8 million; TriStar
Vineland General Corporation - $350,000; and TriStar Vineland
Limited Corporation - $3.15 million;
3) for the direct or indirect acquisition and holding of securities
or an interest in the
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business of one or more foreign utility companies ("FUCO's")
and/or intermediary subsidiaries ("Project Parents") engaged in
FUCO and/or combination EWG/FUCO activities through the
investment of all or a portion of the Self-Generated Funds
through December 31, 1997;
4) the provision of fuel management, operations and maintenance, and
related services to nonaffiliates at negotiated rates; and
5) through December 31, 1996, the cancellation of debt issued to TVC
by certain TriStar Subsidiaries in amounts not to exceed the
following: TriStar Georgetown General Corporation - $125,000;
TriStar Georgetown Limited Corporation - $6,200,000; and TriStar
Fuel Cells Corporation - $900,000.
The above items 1 through 5, as are more fully described in the
Post-Effective Amendments, are hereinafter referred to as the "Proposed
Transactions."
In connection with the above, I have examined:
(i) the Application and Post-Effective Amendments;
(ii) copies of the Certificates of Incorporation of TVC and the
TriStar Subsidiaries; and
(iii) such other documents, records and matters of law as I deemed
necessary to enable me to render this Opinion.
Based upon the foregoing and relying thereupon, I am of the
opinion that, assuming (i) the Proposed Transactions are consummated by
appropriate corporate action in accordance with the Post-Effective Amendments;
and (ii) all taxes and government charges in connection with such transactions
are paid:
(a) all state laws applicable to the Proposed Transactions will have
been complied with;
(b) the common stock to be issued by the TriStar Ventures and the
Project Parents will be fully paid, non-assessable, and TVC as
the holder thereof will be entitled to the rights and privileges
appertaining thereto as set forth in the charter of the issuing
company;
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(c) the notes to be issued by the TriStar Subsidiaries, as part of
the Proposed Transactions, will be valid and binding obligations
of such companies in accordance with the terms of said notes, and
TVC will have legally acquired such notes; and
(d) the consummation of the Proposed Transactions will not violate
the legal rights of the holders of any securities issued by TVC,
the TriStar Subsidiaries, the Project Parents, or any associate
company thereof.
I hereby consent to the filing of this opinion as an Exhibit to
the Application.
Very truly yours,
/s/ T. S. Bindra, Esq.
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Tejinder S. Bindra, Esquire
Associate General Counsel &
Assistant Secretary
Columbia Gas System Service
Corporation
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