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File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, DE 19807
TRISTAR VENTURES CORPORATION
20 Montchanin Road
Wilmington, DE 19807
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(Name of Company or Companies Filing This Statement
and Addresses of the 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
D. P. DETAR, TREASURER
TriStar Ventures Corporation
20 Montchanin Road
Wilmington, DE 19807
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(Name and Address of Principal Agents for Service)
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Item 1. Description of Proposed Transaction.
(a) Furnish a reasonably detailed and precise description of the
proposed transaction, including a statement of the reasons why it is desired to
consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its relation
to the proposed transaction.
I. Introduction
The Columbia Gas System, Inc. ("Columbia")(1) seeks authorization
to invest up to $7 million through December 31, 1996 in natural gas vehicle
("NGV") activities indirectly through a new subsidiary corporation ("TNGV")
that will be established solely to engage in such activities. TNGV will be a
wholly owned subsidiary of TriStar Ventures Corporation ("TVC").(2) An order is
requested to be issued as soon as possible so that TNGV can pursue two
NGV-related opportunities which are presently under contemplation.
TNGV will use the $7 million to develop and promote consumer use
and acceptance of natural gas as a fuel for cars, buses, trucks and other
vehicles. TNGV will do this, alone or with others, by facilitating the
conversion of vehicles to use natural gas, by providing fueling stations
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(1) Columbia is a Delaware corporation and a public utility holding company
registered under the Public Utility Holding Company Act of 1935 (the
"Act"). Columbia has 18 subsidiary companies which are primarily
engaged in activities related to the natural gas business. Five of
these subsidiaries are local distribution companies which deliver
natural gas to homes, businesses and factories in Kentucky, Maryland,
Ohio, Pennsylvania, and Virginia. Columbia and its subsidiaries are
referred to as the "Columbia System."
(2) TVC is a wholly owned subsidiary of Columbia that since 1986 has
engaged in cogeneration activities. Currently, TVC is primarily
engaged in the business of developing and investing in qualifying
cogeneration facilities. It has also received authority related to
investments in exempt wholesale generators ("EWGs") and foreign
utility companies ("FUCOs") and to performing certain services for
nonassociate entities.
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where natural gas to operate vehicles can be obtained and by providing other
NGV-related services. It is contemplated that, in addition to providing a new
source of revenue, TNGV's activities will benefit Columbia's local gas
distribution companies ("LDCs") and their consumers and will indirectly
benefit the other Columbia System companies by increasing the demand for
natural gas, which will, in turn, further the interests of the Columbia
System's investors.
II. BACKGROUND
Even though NGVs promote many national interests and have
advantages over other fossil-fueled vehicles, NGVs are still not widely used
and accepted in the United States. The lack of widespread use of NGVs
prevails, for example, even though it is generally known and accepted that
natural gas is a much cleaner fuel than the currently predominant vehicle
fuels, gasoline and diesel, emissions from which are detrimental to the public
health and environment. Natural gas is also more economical than gasoline and
diesel, both in terms of fuel costs and the maintenance of vehicles. Finally,
use of natural gas increases the United States' security as most natural gas is
from domestic and/or stable sources, whereas gasoline and diesel are derived
from oil, and much of the United States' oil supply must be imported from
foreign sources often from less stable areas of the world.
In recognition of the threats to the United States public health,
environment, economy and security posed by the country's dependence on gasoline
and diesel as vehicle fuels, the federal government, as well as state and local
governments, have established initiatives to mandate or encourage the use of
alternative vehicle fuels, including natural gas. See, e.g., Executive Order
12844, 58 Fed. Reg. 21885 (April 21, 1993); Energy Policy and Conservation
Act, as amended (42
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U.S.C. Section 6201, et seq.); the Motor Vehicle Information and Cost Savings
Act, as amended (15 U.S.C. Section 1901, et seq.); the Energy Policy Act of
1992 (P.L. 102-486); and the Clean Air Act, as amended. At the same time,
vehicle owners, especially owners of fleet vehicles, have started to recognize
the economic advantages associated with NGVs.
As a result, new market opportunities have opened for the
Columbia System to supply natural gas for use in vehicles as well as to provide
services and equipment connected with the use of NVGs. Providers of NGV goods
and services are still few in number, and many geographic locations are not
served by such providers. A July 1994 General Accounting Office report,
"Alternative-Fueled Vehicles," has noted, for instance, that "Federal and
commercial fleet operators view the shortage of refueling facilities [for
alternative fuels such as natural gas] as a serious problem." By funding TNGV
to engage in the vehicle conversion, fueling station, training, and other
activities described in this Application, Columbia can help facilitate and
encourage the establishment of the basic fueling and service infrastructure
necessary to allow consumers to use NGVs.
The LDCs are already actively involved in NGV activities in their service
areas and continue to take advantage of suitable NGV-related opportunities.
The Columbia System has been an active proponent of NGVs since 1980, when the
LDCs began operating their own NGV fleets. Currently, the LDCs have about
1000 NGVs on the road. To support this fleet, the LDCs will have built and
will be operating 60 natural gas fueling stations by the end of 1995 in Ohio,
Pennsylvania, Virginia, Kentucky and Maryland.
Because of Columbia's historic interest and experience in NGV
activities, it naturally desires to position itself to take advantage of the
NGV opportunities opening up. To do so, it must
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be able to provide a wide range of services and products to as many customers
as possible, regardless of those consumers' geographic location. The LDCs'
NGV-related activities are currently confined to their service areas. TNGV
would enhance and support the LDCs' NGV activities by providing services and
products that the LDCs cannot or prefer not to offer by conducting NGV
activities within and outside the LDCs' service areas. For example, not only
must potential NGV consumers be able to purchase NGVs or convert their
existing vehicles to natural gas use, they must also have confidence that as
they travel, they will be able to find, within and outside of their locale,
sources of natural gas fuel. Thus, where the LDCs choose not to install
fueling facilities for customers who wish to use NGVs, TNGV could fill the
void by providing for such facilities. It is contemplated that TNGV's
NGV-related activities would complement, not replace, those of the LDCs.
Thus, the LDCs and TNGV would coordinate their NGV activities so as to
offer potential customers a full range of services at competitive prices and to
avoid duplication of efforts.
III. TNGV'S PROPOSED ACTIVITIES
TNGV proposes to encourage more widespread consumer acceptance
and use of NGVs by establishing natural gas fueling stations, by promoting the
establishment of facilities for the conversion of vehicles to NGVs, by
providing related training and by providing fuel supply and management
services as required (all such activities referred to collectively herein as
"NGV Activities").
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A. FUELING STATIONS
TNGV proposes to design, construct, and/or install, own and/or
operate, and to lease and/or sell natural gas fueling stations, or any
component thereof, either using its own or Columbia System personnel or through
independent contractors. The principal components of a fueling station include
equipment for compressing, storing, metering, monitoring of data flow, and
dispensing gas, together with any necessary connections to the utility serving
the area where the station is located.
Fueling stations may be made available to multiple users that are
owned by or dedicated to one large user. Large users are normally operators of
large fleets of vehicles that are used to relying totally or partially on a
central fueling location.(3) Multiple user fueling stations would serve smaller
fleets and individuals and provide operating flexibility to large fleet
operators that cannot rely exclusively on central fueling stations, either
because of the distances travelled by their vehicles or variations in their
travel patterns.
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(3) Owners/operators of vehicle fleets that typically have central fueling
facilities include:
<TABLE>
<S> <C>
mass transit services garbage services
school districts airport transportation services
municipalities taxi cabs
state governments public utility fleets
newspaper delivery firms fork lift operators
bakeries construction companies
package delivery firms military bases
U.S. postal service food delivery firms
overnight carriers railroads
linen services cable tv operators
food service firms & caterers building maintenance firms
</TABLE>
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TNGV may build and operate stand-alone natural gas stations.
TNGV may also arrange to have natural gas "pumps" added to existing gasoline
and diesel fuel service stations, under a contractual arrangement with the
owner or operator of the station. TNGV also may provide mobile refueling
services to provide back-up to a fueling station in the event of equipment
malfunction, for routine maintenance shutdowns, or as start-up fueling
capacity until a permanent station can be built.
The cost of a fueling station will vary, depending upon the number
of vehicles served per day, whether the station needs fast or slow fill
capacity, and whether fuel is to be dispensed at a fairly even rate throughout
the day or during a relatively short period of time. Depending on the type of
station required, fueling facilities could cost from $250,000 for a small
facility to $1 million for a typical mass transit terminal.
B. CONVERSION EQUIPMENT
In addition to helping establish natural gas fueling stations,
TNGV plans to lease, sell, distribute, install or service equipment to convert
vehicles to NGVs. Conversion facilities and equipment may be provided for
large and small fleet owners, such as those listed in Footnote 3 above, as well
as for individuals. Conversion equipment includes on-board gas storage tanks,
engine modification equipment, associated wiring and piping and may also
include small home fuel compressors. Equipment will be obtained from
manufacturers that meet specified safety and emissions standards.
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C. TRAINING
TNGV also proposes to provide training in the use of NGVs, the
operation and maintenance of fueling stations and the installation, operation
and maintenance of conversion equipment. Fueling station training will center
on the operation and maintenance of fueling station equipment. TNGV may
maintain fueling stations, or fleet or station operators may provide
maintenance, in which case their personnel will need training. Training will
also be needed for persons who install and maintain conversion equipment.
Driver training will entail fueling procedures, safety precautions, and other
operating procedures. Training in fueling station operation and maintenance
and in conversion equipment installation, operation and maintenance may be
needed for fleet owners, and owners/operators of body shops, service stations
or garages may be trained in conversion equipment installation, operation and
maintenance.
D. JOINT ENTERPRISES WITH NON-AFFILIATES
Columbia desires to encourage other persons and entities to become
involved in NGV activities so that NGV-related products, services and
facilities are widely available at reasonable costs. Thus, TNGV proposes to
engage in some of the NGV Activities through arrangements with nonassociated
companies or individuals. These arrangements may take one or more of the
following forms, all of which the Commission has previously authorized with
regard to Consolidated Natural Gas Company's NGV-related activities. See HCAR
No. 25615 (August 27, 1992).
(1) TNGV may enter into contracts with nonassociates under which
TNGV would agree to provide and install, in whole or part, natural
gas fueling facilities and/or equipment on
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premises owned or leased by the nonassociates and/or to provide
fuel supply and management for such facilities. TNGV may also
contract with nonassociates to provide and install facilities to
convert vehicles to NGVs and/or to engage in training related to
natural gas operation, fueling or conversion. Such fueling
facility, conversion equipment and training contracts would be
made with vehicle fleet owners and others.
(2) TNGV also may enter into contracts with nonassociates whereby the
nonassociates agree to perform the above-described services or
provide the above-described goods as a subcontractor for TNGV, on
premises owned or leased by TNGV, vehicle fleet owners or others,
on terms and conditions to be negotiated at arm's length. Examples
of possible subcontractors would be fueling equipment suppliers
for the construction and installation of fueling stations under
turn-key contracts; auto dealers, service shops and conversion
equipment suppliers for the installation and maintenance of
conversion equipment; and LDCs for training in the use of fueling
station and conversion equipment.
(3) TNGV may acquire an ownership interest, which may be up to 100%
voting or nonvoting stock, in one or more corporations or other
entities established for the sole purpose of engaging in NGV
Activities. Such entities would be established by TNGV and/or
nonassociates knowledgeable and experienced in the construction
and operation of gasoline stations or natural gas fueling
stations, such as major gasoline retailers or individual gasoline
station owners, and/or who have expertise in vehicle repair and
maintenance or specialized technical experience with NGVs, such as
independent or franchised vehicle repair shops, service departments
of automobile or truck dealers, or suppliers of NGV
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conversion or gas compression equipment. Each such entity would
provide limited liability protection to the owners and would be
formed to build NGV infrastructure in a specific geographic area
or to provide management of a specific NGV Activity, i.e.,
fueling stations, conversion equipment or training. The
organizational documents governing such entities would expressly
limit the activities of these corporations primarily to NGV
Activities.
(4) TNGV may invest in and participate in joint arrangements such as
partnerships or joint ventures to carry out NGV fueling,
conversion, training activities, or other NGV Activities. TNGV
may enter into such arrangements with others who are
knowledgeable and experienced in the construction and operation
of gasoline stations or natural gas fueling stations, such as
major gasoline retailers or individual gasoline station
owners, to provide, in whole or part, natural gas fueling
facilities. TNGV may also seek potential partners who have
expertise in vehicle repair and maintenance, or specialized
technical experience with NGVs, to provide natural gas vehicle
conversion facilities and/or equipment used to convert vehicles to
NGVs. These partners could be independent or franchised vehicle
repair shops, service departments of automobile or truck dealers,
or suppliers of NGV conversion or gas compression equipment.
Through partnerships, joint ventures, or other contractual
arrangements, TNGV could also provide training related to natural
gas vehicle operation, fueling or conversion. If necessary, TNGV
would establish one or more wholly owned limited purpose
corporations or entities for the sole purpose of engaging in NGV
Activities through such partnerships or joint ventures or other
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arrangements. The limited purpose structure would serve to
limit the liability which may otherwise be associated with a
partnership or joint venture. The organizational documents
governing such partnerships or joint ventures would expressly
limit the activities of these entities primarily to NGV
Activities.
(5) TNGV may lend funds to vehicle fleet owners, or may guarantee
borrowings by those owners from a third party lender such
as a bank, to enable such nonassociates to carry out NGV
Activities in connection with their business, or to acquire the
equipment, personnel or facilities needed to do so. Loans either
made by TNGV directly or with respect to which TNGV is giving a
guarantee would have an interest rate not exceeding the maximum
legal rate, and would have a maturity not exceeding 20 years.
Such loans may be unsecured or secured by a lien on, or other
security interest in, NGV conversion equipment, fueling station
equipment or facilities or other real or personal property,
excluding utility assets.
(6) A corporation, partnership, joint venture or other entity in
which TNGV has an ownership interest of less than 100% may
obtain third party debt financing.
In entering into arrangements with nonassociates to engage in the
NGV Activities described in this application, TNGV and its subsidiaries will
limit the amount of their equity or debt investments, contractual obligations,
loan guarantees, loan obligations and other financial obligations and
commitments to an amount that, when aggregated with all other investments,
obligations and commitments made or undertaken, directly or indirectly, by
TNGV and its subsidiaries in connection
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with the NGV Activities as described in the Application, will not exceed $7
million through December 31, 1996.
IV. AUTHORIZATIONS SOUGHT
Columbia and TNGV request that TNGV be authorized to engage in
the above described NGV Activities and to obtain funds from time to time
through December 31, 1996, to finance such NGV Activities through the sale of
shares of TVC common stock, $25 par value, to Columbia at or above par value,
and the sale of shares of TNGV Common Stock, $25 par value, to TVC at or above
par value, provided that the aggregate amount of funds obtained by TVC from
Columbia, and by TNGV from TVC, outstanding at any one time for NGV Activities
shall not exceed $7 million.
In the event that a wholly owned limited purpose subsidiary
corporation of TNGV is established to engage in the NGV Activities through a
non-corporate entity, such subsidiary will have mirror-image authorizations
and obligations of TNGV under this filing as such relate to the relevant
investment, with TNGV functioning as a "passthrough" with regard to its
indirect financing of the entity. For example, if TNGV obtains financing for
its indirect investment in a joint venture by selling shares of its par value
common stock to TVC for $250,000, then the wholly owned limited purpose
subsidiary of TNGV that is a participant in the joint venture will obtain
$250,000 for its direct investment in the joint venture by selling shares of
its common stock to TNGV for $250,000.
It is accordingly requested that the Commission issue an order
which specifically authorizes the following:
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(1) For Columbia to provide TVC with up to $7 million in funding
through December 31, 1996, through the purchase of shares
of TVC common stock, $25 par value, at or above par value, which
$7 million is to be used by TVC solely to make investments in TNGV
for NGV Activities;
(2) For TVC to provide TNGV with up to $7 million in funding through
December 31, 1996, through the purchase of shares of TNGV common
stock, $25 par value, at or above par value;
(3) For TNGV to use such financing to engage in NGV Activities as
defined herein;
(4) For TNGV to engage in NGV Activities through joint arrangements
with nonassociates in one or more of the following forms:
(a) The entering by TNGV into written contracts with
nonassociates whereby TNGV will agree to provide, in
whole or in part, (i) NGV fueling facilities,
(ii) NGV conversion facilities, (iii) equipment used to
convert vehicles to NGVs or NGV fueling station equipment,
(iv) training related to NGV operation, fueling or
conversion, and (v) other related equipment or services
on premises owned or leased by other parties, on terms
negotiated at arm's length;
(b) The entering by TNGV into written contracts with
nonassociates whereby such nonassociates agree to perform
or provide the above-described or similar services or
goods as a subcontractor for TNGV, on premises owned or
leased by TNGV or others, on terms to be negotiated at
arm's length;
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(c) The acquisition by TNGV of an ownership interest in one
or more corporations or other entities established for the
sole purpose of engaging in NGV Activities;
(d) The establishment by TNGV of one or more wholly owned
limited purpose subsidiary corporations to be used by TNGV
to invest and participate in partnerships, joint ventures
or other joint arrangements that are formed with
nonassociates to carry out NGV Activities, such financing
of these subsidiaries by TNGV to mirror the financing by
TVC of TNGV to effect the same investment, with TNGV
functioning as a "passthrough" with regard to its indirect
financing of the entity;
(e) The lending of funds by TNGV to nonassociates, or the
guaranteeing of borrowings by a nonassociated person from
a third person also not associated with TNGV to enable
such nonassociates to carry out, alone orin conjunction
with TNGV or others, NGV Activities, or to acquire the
equipment, personnel or facilities needed to do so;
(f) The obtaining of third party debt financing as described
herein by an entity (other than a wholly owned special
purpose subsidiary) in which TNGV has an ownership
interest.
V. OBTAINING OF SERVICES
TVC has full-time employees and also obtains some accounting, credit,
financial, management, marketing, operating, technical, legal and clerical
support from the Columbia Gas System Service
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Corporation ("Service Corporation") at cost, pursuant to the standard Columbia
System written service agreement. Such services are of a type and nature
which Service Corporation is authorized under Section 13(b) of the Act to
render to associate companies. Besides employing services of its own
employees, TNGV proposes to use the services of TVC employees and, pursuant to
a written service agreement, those of Service Corporation.
Some types of services, such as identification of potential
customers, station design, site preparation, supervision of station
construction, maintenance and operation of stations, and training in the use of
fueling stations and conversion equipment, may be obtained from Columbia's
LDCs. Such services will be provided at cost under Rule 90, under service
agreements to be entered into between the LDCs and TNGV pursuant to Rule
87(a)(3), and will be incidental to each LDC's business of an operating gas
utility company.
VI. FILING OF CERTIFICATES OF NOTIFICATION
The Applicants propose to file certificates of notification
pursuant to Rule 24 in conjunction with the Rule 24 certificates that TVC
currently is required to file in File No. 70-8235. Thus, semi-annually within
sixty (60) days after June 30 and December 31 of each year, commencing December
31, 1995, TVC's certificates will include the following information for the
period covered by the authority requested herein:
(1) A description of expenditures and investments in NGV Activities,
including details in tabular form as to:
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(a) the amount(s) invested, the identity of associated
corporations, partnerships or joint ventures involved, the
percentage of TVC's indirect investment in such entities
and joint arrangements, and a description of the
activities being conducted;
(b) details as to any third party financing used to finance
NGV Activities conducted by any entity in which TVC has an
indirect ownership interest;
(c) details as to financing obtained from Columbia by TVC, and
from TVC by TNGV, in order to engage in NGV Activities.
(2) Narrative description of TNGV's NGV Activities during the
reporting period, including information relating to NGV-related
activities (a) with nonassociates and (b) between or among
Columbia System companies.
Item 2. Fees, Commissions and Expenses.
(a) State (1) the fees, commissions and expenses paid or incurred, or to
be paid or incurred, directly or indirectly, in connection with the proposed
transaction by the applicant or declarant or any associate company thereof,
and (2) if the proposed transaction involves the sale of securities at
competitive bidding, the fees and expenses to be paid to counsel selected by
applicant or declarant to act for the successful bidder.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . $ 2,000
Services of Columbia Gas System Service
Corporation in connection with the preparation
of the Application-Declaration . . . . . . . . . . . . . . . . . . . . 15,000
------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,000
======
</TABLE>
(b) If any person to whom fees or commissions have been or are to
be paid in connection with the proposed transaction is an associate company or
an affiliate of the applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
Service Corporation will perform certain services customary for a
service corporation of a registered holding company at cost as set forth in
Item 2(a) above.
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Item 3. Applicable Statutory Provisions.
(a) State the sections of the Act and the rules thereunder
believed to be applicable to the proposed transaction. If any section or rule
would be applicable in the absence of a specific exemption, state the basis of
exemption.
Sections 6(a) and 7 of the Act are applicable to the issuance and
sale of securities of (i) TVC to Columbia, (ii) TNGV to TVC, (iii) any wholly
owned limited purpose TNGV subsidiary to TNGV, (iv) any partnership or joint
venture to TNGV or a wholly owned limited purpose subsidiary of TNGV, and (v)
any entity in which TNGV has an ownership interest other than a wholly owned
limited purpose subsidiary to a third party.
Sections 9(a) and 10 of the Act are applicable to the acquisition
of securities of (i) TVC by Columbia, (ii) TNGV by TVC, (iii) any wholly owned
limited purpose TNGV subsidiary by TNGV, (iv) any partnership or joint venture
by TNGV or a wholly owned limited purpose subsidiary of TNGV, and (v) any NGV
activities corporation, other than a wholly owned limited purpose TNGV
subsidiary, by TNGV.
Sections 9(a) and 10 of the Act are applicable to TVC's and TNGV's
direct or indirect acquisition of an interest in the business of NGV
Activities.
When this Application-Declaration is approved, the foregoing
statutory provisions will have been complied with.
Section 11 is applicable to the acquisition and retention of the
NGV business by TVC and TNGV directly or indirectly. Such activities are
deemed functionally related under the Gas-Related Activities Act (GRAA) as an
activity related to the supply of natural gas if the activities (1) are in the
interest of consumers of each utility subsidiary or consumers of any other
subsidiary of the registered
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system, and (2) will not be detrimental to the interest of consumers of any
such utility company or other subsidiary or to the proper functioning of the
registered holding company system. Benefits of TNGV's proposed activities
include the possibility of increased sales by the LDCs and by Columbia System
production companies as well as increased throughput on Columbia System
pipeline companies. In addition, the NGV Activities will benefit consumers of
the LDCs who desire to use NGVs.
Rule 16 is applicable to corporations, joint ventures or
partnerships of which TNGV directly or indirectly holds no more than 50 percent
of the voting securities and deemed by the GRAA to be engaged primarily in the
supply of natural gas through their engagement in NGV Activities. Once this
Application-Declaration is approved, TNGV's acquisition of the securities of
such entities will have been approved pursuant to Sections 9(a) and 10 so that
such entities will be exempt from the Act, and their activities, including the
obtaining of third party financing, need not be approved by the Commission nor
their activities reported to the Commission in Rule 24 certificates.
Sections 12(f) and 13(b) of the Act and Rules 87, 90 and 91 are
applicable to service agreements between TNGV and associate companies.
Columbia, TVC and TNGV will not own, operate or be an equity
participant in any EWG or any FUCO and will not be a company that owns,
operates or has an equity participation in an EWG or FUCO as a result of the
approvals requested herein. Columbia, TVC and TNGV will not have any rights,
nor will it have any rights or obligations under a service, sales or
construction contract with an EWG or FUCO as a result of the proposed
transactions requested herein.
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The Applicants-Declarants hereby request authority under any
section of the Act and Rules promulgated thereunder not cited above but deemed
applicable to the proposed transactions.
(b) If an applicant is not a registered holding company or a
subsidiary thereof, state the name of each public utility company of which it
is an affiliate, or of which it will become an affiliate as a result of the
proposed transaction, and the reasons why it is or will become such an
affiliate.
Not applicable.
Item 4. Regulatory Approval.
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the Securities and Exchange
Commission) over the proposed transaction.
In the opinion of counsel, no approval or consent of any
regulatory body other than the Commission is necessary for the consummation of
the proposed transaction.
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with the
proposed transaction.
Not applicable.
Item 5. Procedure.
(a) State the date when Commission action is requested. If the
date is less than 40 days from the date of the original filing, set forth the
reasons for acceleration.
It is respectfully requested that the Commission issue its notice
with respect to the transactions proposed herein by April 7, 1995 and its order
on or by May 5, 1995. An order is requested to be issued as soon as possible
so that TNGV can pursue two pending NGV-related opportunities referred to TVC
by the LDC's.
(b) State (i) whether there should be a recommended decision by a
hearing officer, (ii) whether there should be a recommended decision by any
other responsible officer of the Commission, (iii) whether the Division of
Investment Management may assist in the preparation of the Commission's
decision, and (iv) whether there should be a 30-day waiting period between the
issuance
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of the Commission's order and the date on which it is to become effective.
Applicants hereby (i) waive a recommended decision by a hearing
officer, (ii) waive a recommended decision by any other responsible officer or
the Commission, (iii) specify that the Division of Investment Management may
assist in the preparation of the Commission's decision, and (iv) specify that
there should not be a 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits
A Form of Common Stock Certificate (Exhibit A-2 to
Joint Application-Declaration (File No. 70-7276) is
hereby incorporated by reference)
F Opinion of Counsel (to be filed by amendment)
G Financial Data Schedules (incorporated herein
as Exhibit No. 27)
H Proposed Notice
(b) Financial Statements
(1) The Columbia Gas System, Inc. and Subsidiaries
(2) The Columbia Gas System. Inc.
(3) TriStar Ventures Corporation
(4) TNGV - TriStar Natural Gas Vehicles
(a) Balance Sheets as of January 31, 1995,
(actual and pro forma)
(b) Statements of Capitalization as of January
31, 1995, (actual and pro forma)
<PAGE> 21
Page 21
(c) Statements of Income for the twelve months
ended January 31, 1995, (actual and pro
forma)
(d) Statements of Common Stock Equity as of
January 31, 1995, (actual and pro forma)
(e) Pro Forma Entries
There have been no material changes, not in the ordinary course of
business, since the date of the financial statements filed herewith.
Item 7. Information as to Environmental Effects.
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102 (2) (C) of the
National Environmental Policy Act (42 U.S.C. 4232 (2) (C)). If the response to
this term is a negative statement as to the applicability of Section 102 (2)(C)
in connection with the proposed transaction, also briefly state the reasons for
that response.
As more fully described in Item 1, the proposed transaction
relates only to the sale and purchase of certain securities and has no
environmental impact in itself.
(b) State whether any other federal agency has prepared or is
preparing an environmental impact statement ("EIS") with respect to the
proposed transaction. If any other federal agency has prepared or is preparing
an EIS, state which agency or agencies and indicate the status of that EIS
preparation.
No federal agency has prepared or is preparing an EIS with respect
to the proposed transaction.
<PAGE> 22
Page 22
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Application-Declaration to be signed on its behalf by the undersigned thereunto
duly authorized.
The signatures 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.
<TABLE>
<S> <C> <C>
THE COLUMBIA GAS SYSTEM, INC.
Date: March 30, 1995 By: /s/ L. J. Bainter
-------------------------------------------------
L. J. Bainter
Treasurer
TRISTAR VENTURES CORPORATION
Dated: March 30, 1995 By: /s/ D. P. Detar
--------------------------------------------------
D. P. Detar
Treasurer
</TABLE>
<PAGE> 23
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES UNAUDITED
(b)(1)(a)
(1 of 2)
CONSOLIDATED BALANCE SHEET
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
CGS Pro Forma CGS
Actual Entries Pro Forma
----------- ----------- -----------
ASSETS
<S> <C> <C> <C>
Property, Plant and Equipment
Gas utility and other plant, at original cost .... 6,650,635 - 6,650,635
Accumulated depreciation and depletion ........... (3,193,730) - (3,193,730)
----------- ----------- -----------
Net Gas Utility and Other Plant .................. 3,456,905 - 3,456,905
----------- ----------- -----------
Oil and gas producing properties, full cost method 1,261,179 - 1,261,179
Accumulated depletion ............................ (644,176) - (644,176)
----------- ----------- -----------
Net Oil and Gas Producing Properties ............. 617,003 - 617,003
----------- ----------- -----------
Net Property, Plant, and Equipment ................. 4,073,908 - 4,073,908
----------- ----------- -----------
Investments and Other Assets
Accounts receivable - noncurrent ................. 210,492 - 210,492
Unconsolidated affiliates ........................ 82,572 - 82,572
Other ............................................ 13,153 7,000 20,153
----------- ----------- -----------
Total Investments and Other Assets ................. 306,217 7,000 313,217
----------- ----------- -----------
Current Assets
Cash and temporary cash investments .............. 1,567,093 (7,000) 1,560,093
Accounts receivable, net ......................... 654,119 - 654,119
Gas inventories .................................. 166,910 - 166,910
Other inventories at average cost ................ 41,946 - 41,946
Prepayments ...................................... 122,625 - 122,625
Other ............................................ 36,232 - 36,232
----------- ----------- -----------
Total Current Assets ............................... 2,588,925 (7,000) 2,581,925
----------- ----------- -----------
Deferred Charges ................................... 290,828 - 290,828
----------- ----------- -----------
Total Assets ....................................... 7,259,878 - 7,259,878
=========== =========== ===========
</TABLE>
<PAGE> 24
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES (2 of 2)
CONSOLIDATED BALANCE SHEET
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
CGS Pro Forma CGS
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Stockholder's equity ............................. 1,524,211 - 1,524,211
Long-term debt ................................... 4,252 - 4,252
----------- ----------- -----------
Total Capitalization ............................... 1,528,463 - 1,528,463
----------- ----------- -----------
Current Liabilities
Debt obligations ................................. 1,197 - 1,197
Debtor in possession financing ................... - - -
Accounts and drafts payable ...................... 122,436 - 122,436
Accrued taxes .................................... 204,454 - 204,454
Accrued interest ................................. (2,460) - (2,460)
Estimated rate refunds ........................... 75,484 - 75,484
Estimated supplier obligations ................... 69,782 - 69,782
Deferred income taxes - current .................. - - -
Other ............................................ 420,586 - 420,586
----------- ----------- -----------
Total Current Liabilities .......................... 891,479 - 891,479
----------- ----------- -----------
Liabilities Subject to Chapter 11 Proceedings ..... 3,988,984 - 3,988,984
----------- ----------- -----------
Other Liabilities and Deferred Credits
Deferred income taxes, noncurrent ................ 353,678 - 353,678
Deferred investment tax credits .................. 38,447 - 38,447
Postretirement benefits other than pensions ...... 234,124 - 234,124
Other ............................................ 224,703 - 224,703
----------- ----------- -----------
Total Other Liabilities and Deferred Credits ....... 850,952 - 850,952
----------- ----------- -----------
Total Capitalization and Liabilities ............... 7,259,878 - 7,259,878
=========== =========== ===========
</TABLE>
<PAGE> 25
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES UNAUDITED
(b)(1)(b)
CONSOLIDATED STATEMENT OF CAPITALIZATION
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
CGS Pro Forma CGS
Actual Entries Pro Forma
----------- ----------- -----------
Stockholder's Equity
<S> <C> <C> <C>
Common Stock, The Columbia Gas System, Inc.,
$10 par value, authorized 100,000,000 shares,
outstanding 50,563,335 shares ................... 505,633 - 505,633
Additional paid in capital ....................... 601,827 - 601,827
Retained earnings ................................ 486,717 - 486,717
Unearned employee compensation ................... (69,966) - (69,966)
----------- ----------- -----------
Total Stockholder's Equity ......................... 1,524,211 - 1,524,211
----------- ----------- -----------
Long-Term Debt
Miscellaneous debt of subsidiaries ............... 1,765 - 1,765
Capitalized lease obligations .................... 2,487 - 2,487
----------- ----------- -----------
Total Long-Term Debt ............................... 4,252 - 4,252
----------- ----------- -----------
Total Capitalization ............................... 1,528,463 - 1,528,463
=========== =========== ===========
</TABLE>
<PAGE> 26
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES UNAUDITED
(b)(1)(c)
STATEMENT OF CONSOLIDATED INCOME
ACTUAL and PRO FORMA
Twelve Months Ended January 31, 1995
($000)
<TABLE>
<CAPTION>
CGS Pro Forma CGS
Actual Entries Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
Operating Revenues
Gas sales......................................... 1,985,221 - 1,985,221
Transportation ................................... 581,744 - 581,744
Other ............................................ 217,624 - 217,624
----------- ----------- -----------
Total Operating Revenues ........................... 2,784,589 - 2,784,589
----------- ----------- -----------
Operating Expenses
Products purchased .............................. 935,563 - 935,563
Operation ........................................ 882,052 - 882,052
Maintenance ...................................... 133,604 - 133,604
Depreciation and depletion ....................... 257,029 - 257,029
Other taxes ...................................... 210,152 - 210,152
----------- ----------- -----------
Total Operating Expenses ........................... 2,418,400 - 2,418,400
----------- ----------- -----------
Operating Income ................................... 366,189 - 366,189
----------- ----------- -----------
Other Income (Deductions)
Interest income and other, net ................... 50,499 - 50,499
Interest expense and related charges.............. (17,186) - (17,186)
Reorganization items, net ........................ (10,226) - (10,226)
----------- ----------- -----------
Total Other Income (Deductions) .................... 23,087 - 23,087
----------- ----------- -----------
Income before Income Taxes and Cummulative Effect
of Accounting Change ............................. 389,276 - 389,276
Income taxes ....................................... 145,137 - 145,137
----------- ----------- -----------
Income before Cummulative Effect of Accounting
Change ........................................... 244,139 - 244,139
Cummulative Effect of Change in Accounting for
Postemployment Benefits .......................... (2,140) - (2,140)
----------- ----------- -----------
Net Income ......................................... 241,999 - 241,999
=========== =========== ===========
</TABLE>
<PAGE> 27
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES UNAUDITED
(b)(1)(d)
CONSOLIDATED STATEMENTS OF COMMON STOCK EQUITY
ACTUAL and PRO FORMA
Twelve Months Ended January 31, 1995
($000)
<TABLE>
<CAPTION>
CGS Pro Forma CGS
Actual Entries Pro Forma
----------- ----------- -----------
COMMON STOCK
<S> <C> <C> <C>
Balance at February 1, 1994 ........................ 505,592 - 505,592
Common stock issued -
Leveraged employee stock ownership plan (LESOP) .. - - -
Dividend reinvestment plan ....................... - - -
Long-term incentive plan ......................... 41 - 41
Public offering .................................. - - -
----------- ----------- -----------
Balance at January 31, 1995 ........................ 505,633 - 505,633
----------- ----------- -----------
ADDITIONAL PAID IN CAPITAL
Balance at February 1, 1994 ........................ 601,759 - 601,759
Common stock issued -
Leveraged employee stock ownership plan (LESOP) .. - - -
Dividend reinvestment plan ....................... - - -
Long-term incentive plan ......................... 68 - 68
Public offering .................................. - - 0
Preferred stock issued ............................. - - 0
----------- ----------- -----------
Balance at January 31, 1995 ........................ 601,827 - 601,827
----------- ----------- -----------
RETAINED EARNINGS
Balance at February 1, 1994 ........................ 244,718 - 244,718
Net income ......................................... 241,999 - 241,999
Common stock dividends ............................. - - -
Other .............................................. - - -
----------- ----------- -----------
Balance at January 31, 1995 ........................ 486,717 - 486,717
----------- ----------- -----------
UNEARNED EMPLOYEE COMPENSATION
Balance at February 1, 1994 ........................ (69,966) - (69,966)
Adjustment ......................................... - - -
----------- ----------- -----------
Balance at January 31, 1995 ........................ (69,966) - (69,966)
----------- ----------- -----------
TOTAL COMMON STOCK EQUITY .......................... 1,524,211 - 1,524,211
=========== =========== ===========
</TABLE>
<PAGE> 28
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES UNAUDITED
(b)(1)(e)
PRO FORMA ENTRIES
($000)
<TABLE>
<S> <C> <C> <C>
1. Investments and Other Assets - Other 7,000
Cash 7,000
To record TVC's investment in natural gas vehicle
activities.
</TABLE>
<PAGE> 29
THE COLUMBIA GAS SYSTEM, INC. UNAUDITED
(b)(2)(a)
(1 of 2)
BALANCE SHEET
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
CG Pro Forma CG
Actual Entries Pro Forma
------------ ------------ ------------
ASSETS
<S> <C> <C> <C>
Investments and Other Assets
Accounts receivable - noncurrent ................. 25,272 - 25,272
Unconsolidated affiliates ........................ - - -
------------ ------------ ------------
Total Investments and Other Assets ................. 25,272 - 25,272
------------ ------------ ------------
Investments in Subsidiaries
Capital stock .................................... 1,297,488 7,000 1,304,488
Equity in undistributed retained earnings ........ (447,500) - (447,500)
Installment promissory notes receivable .......... 769,955 - 769,955
Other investments ................................ 437,833 - 437,833
Other receivables - TCO .......................... 1,618,597 - 1,618,597
------------ ------------ ------------
Total Investments in Subsidiaries .................. 3,676,373 7,000 3,683,373
------------ ------------ ------------
Current Assets
Cash and temporary cash investments .............. 17,487 (7,000) 10,487
Accounts receivable, net
Customers ...................................... - - -
Affiliated ..................................... 391,939 - 391,939
Other .......................................... 10,240 - 10,240
Prepayments ...................................... 1 - 1
Other ............................................ 31,856 - 31,856
------------ ------------ ------------
Total Current Assets ............................... 451,523 (7,000) 444,523
------------ ------------ ------------
Deferred Charges ................................... 2,750 - 2,750
------------ ------------ ------------
Total Assets ....................................... 4,155,918 - 4,155,918
============ ============ ============
</TABLE>
<PAGE> 30
THE COLUMBIA GAS SYSTEM, INC. (2 of 2)
BALANCE SHEET
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
CG Pro Forma CG
Actual Entries Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Stockholder's equity ............................. 1,524,211 - 1,524,211
Long-term debt ................................... - - -
------------ ------------ ------------
Total Capitalization ............................... 1,524,211 - 1,524,211
------------ ------------ ------------
Current Liabilities
Debt obligations ................................. - - -
Debtor in possession financing ................... - - -
Accounts and drafts payable ...................... 1,291 - 1,291
Affiliated accounts payable ...................... 3,162 - 3,162
Accrued taxes .................................... 161 - 161
Accrued interest ................................. 1,272 - 1,272
Deferred income taxes - current .................. - - -
Other ............................................ 8,111 - 8,111
------------ ------------ ------------
Total Current Liabilities .......................... 13,997 - 13,997
------------ ------------ ------------
Liabilities Subject to Chapter 11 Proceedings ...... 2,382,625 - 2,382,625
------------ ------------ ------------
Other Liabilities and Deferred Credits
Deferred income taxes, noncurrent ................ 229,028 - 229,028
Postretirement benefits other than pensions ...... 6,024 - 6,024
Other ............................................ 33 - 33
------------ ------------ ------------
Total Other Liabilities and Deferred Credits ....... 235,085 - 235,085
------------ ------------ ------------
Total Capitalization and Liabilities ............... 4,155,918 - 4,155,918
============ ============ ============
</TABLE>
<PAGE> 31
THE COLUMBIA GAS SYSTEM, INC. UNAUDITED
(b)(2)(b)
STATEMENT OF CAPITALIZATION
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
CG Pro Forma CG
Actual Entries Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
Stockholder's Equity
Common Stock, $10 par value, authorized
100,000,000 shares, outstanding 50,563,335
shares .......................................... 505,633 - 505,633
Additional paid in capital ....................... 601,827 - 601,827
Retained earnings ................................ 486,717 - 486,717
Unearned employee compensation ................... (69,966) - (69,966)
------------ ------------ ------------
Total Stockholder's Equity ......................... 1,524,211 - 1,524,211
------------ ------------ ------------
Long-Term Debt
Debentures, net of unamortized discount less
premium ......................................... - - -
------------ ------------ ------------
Total Long-Term Debt ............................... - - -
------------ ------------ ------------
Total Capitalization ............................... 1,524,211 - 1,524,211
============ ============ ============
</TABLE>
<PAGE> 32
THE COLUMBIA GAS SYSTEM, INC. UNAUDITED
(b)(2)(c)
STATEMENT OF INCOME
ACTUAL and PRO FORMA
Twelve Months Ended January 31, 1995
($000)
<TABLE>
<CAPTION>
CG Pro Forma CG
Actual Entries Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
Operating Revenues
Gas Sales ........................................ - - -
Transportation ................................... - - -
Other ............................................ - - -
------------ ------------ ------------
Total Operating Revenues ........................... - - -
------------ ------------ ------------
Operating Expenses
Products purchased ............................... - - -
Operation ........................................ 96,295 - 96,295
Maintenance ...................................... - - -
Depreciation and depletion ....................... - - -
Other taxes ...................................... 162 - 162
------------ ------------ ------------
Total Operating Expenses ........................... 96,457 - 96,457
------------ ------------ ------------
Operating Income (Loss) ............................ (96,457) - (96,457)
------------ ------------ ------------
Other Income (Deductions)
Interest income and other, net ................... 393,917 - 393,917
Interest expense and related charges ............. (540) - (540)
Reorganization items, net ........................ (1,073) - (1,073)
------------ ------------ ------------
Total Other Income (Deductions) .................... 392,304 - 392,304
------------ ------------ ------------
Income before Income Taxes and Cummulative Effect
of Accounting Change ............................. 295,847 - 295,847
Income taxes ....................................... 53,807 - 53,807
------------ ------------ ------------
Income before Cummulative Effect of Accounting
Change ........................................... 242,040 - 242,040
Cummulative Effect of Accounting for Postemployment
Benefits ......................................... (41) - (41)
------------ ------------ ------------
Net Income ......................................... 241,999 - 241,999
============ ============ ============
</TABLE>
<PAGE> 33
THE COLUMBIA GAS SYSTEM, INC. UNAUDITED
(b)(2)(d)
STATEMENTS OF COMMON STOCK EQUITY
ACTUAL and PRO FORMA
Twelve Months Ended January 31, 1995
($000)
<TABLE>
<CAPTION>
CG Pro Forma CG
Actual Entries Pro Forma
------------ ------------ ------------
COMMON STOCK
<S> <C> <C> <C>
Balance at February 1, 1994 ........................ 505,592 - 505,592
Common stock issued -
Subsidiaries ..................................... - - 0
Leveraged employee stock ownership plan (LESOP) .. - - 0
Dividend reinvestment plan ....................... - - 0
Long-term incentive plan ......................... 41 - 41
Public offering .................................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ 505,633 - 505,633
------------ ------------ ------------
PREFERRED STOCK
Balance at February 1, 1994 ........................ - - -
Preferred stock issued ............................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ - - -
------------ ------------ ------------
ADDITIONAL PAID IN CAPITAL
Balance at February 1, 1994 ........................ 601,759 - 601,759
Common stock issued -
Subsidiaries ..................................... - - -
Leveraged employee stock ownership plan (LESOP) .. - - -
Dividend reinvestment plan ....................... - - -
Long-term incentive plan ......................... 68 - 68
Public offering .................................. - - -
Preferred stock issued ............................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ 601,827 - 601,827
------------ ------------ ------------
RETAINED EARNINGS
Balance at February 1, 1994 ........................ 244,718 - 244,718
Net income ......................................... 241,999 - 241,999
Common stock dividends -
CG ............................................... - - -
Subsidiaries (to CG) ............................. - - -
Other .............................................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ 486,717 - 486,717
------------ ------------ ------------
UNEARNED EMPLOYEE COMPENSATION
Balance at February 1, 1994 ........................ (69,966) - (69,966)
Adjustment ......................................... - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ (69,966) - (69,966)
------------ ------------ ------------
TOTAL COMMON STOCK EQUITY .......................... 1,524,211 - 1,524,211
============ ============ ============
</TABLE>
<PAGE> 34
THE COLUMBIA GAS SYSTEM, INC. UNAUDITED
(b)(2)(e)
PRO FORMA ENTRIES
($000)
<TABLE>
<S> <C> <C> <C>
1. Investment in Subsidiaries 7,000
Cash 7,000
To record the Parent Company's investment in TVC
through the purchase of 100 shares of TVC's
$25 par value common stock.
</TABLE>
<PAGE> 35
TRISTAR VENTURES CORPORATION - CONSOLIDATED UNAUDITED
(b)(3)(a)
(1 of 2)
BALANCE SHEET
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
TVC Pro Forma TVC
Actual Entries Pro Forma
------------ ------------ ------------
ASSETS
<S> <C> <C> <C>
Investments and Other Assets
Accounts receivable - noncurrent ................. - - -
Unconsolidated affiliates ........................ 34,957 - 34,957
Other ............................................ - 7,000 7,000
------------ ------------ ------------
Total Investments and Other Assets ................. 34,957 7,000 41,957
------------ ------------ ------------
Investments in Subsidiaries
Capital stock .................................... - - -
Equity in undistributed retained earnings ........ - - -
Installment promissory notes receivable .......... - - -
Other investments ................................ - - -
Other receivables - TCO .......................... - - -
------------ ------------ ------------
Total Investments in Subsidiaries .................. - - -
------------ ------------ ------------
Current Assets
Cash and temporary cash investments .............. - - -
Accounts receivable, net
Customers ...................................... - - -
Affiliated ..................................... 6,783 - 6,783
Other .......................................... 709 - 709
Prepayments ...................................... 37 - 37
Other ............................................ 70 - 70
------------ ------------ ------------
Total Current Assets ............................... 7,599 - 7,599
------------ ------------ ------------
Deferred Charges ................................... 5 - 5
------------ ------------ ------------
Total Assets ....................................... 42,561 7,000 49,561
============ ============ ============
</TABLE>
<PAGE> 36
TRISTAR VENTURES CORPORATION - CONSOLIDATED (2 of 2)
BALANCE SHEET
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
TVC Pro Forma TVC
Actual Entries Pro Forma
------------ ------------ ------------
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C>
Capitalization
Stockholder's equity ............................. 37,808 7,000 44,808
Long-term debt ................................... - - -
------------ ------------ ------------
Total Capitalization ............................... 37,808 7,000 44,808
------------ ------------ ------------
Current Liabilities
Debt obligations ................................. - - -
Debtor in possession financing ................... - - -
Accounts and drafts payable ...................... 269 - 269
Affiliated accounts payable ...................... 8 - 8
Accrued taxes .................................... (79) - (79)
Accrued interest ................................. 237 - 237
Deferred income taxes - current .................. - - -
Other ............................................ 197 - 197
------------ ------------ ------------
Total Current Liabilities .......................... 632 - 632
------------ ------------ ------------
Other Liabilities and Deferred Credits
Deferred income taxes, noncurrent ................ 4,068 - 4,068
Postretirement benefits other than pensions ...... 53 - 53
Other ............................................ - - -
------------ ------------ ------------
Total Other Liabilities and Deferred Credits ....... 4,121 - 4,121
------------ ------------ ------------
Total Capitalization and Liabilities ............... 42,561 7,000 49,561
------------ ------------ ------------
</TABLE>
<PAGE> 37
TRISTAR VENTURES CORPORATION - CONSOLIDATED UNAUDITED
(b)(3)(b)
STATEMENT OF CAPITALIZATION
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
TVC Pro Forma TVC
Actual Entries Pro Forma
------------ ------------ ------------
Stockholder's Equity
<S> <C> <C> <C>
Common Stock, $25 par value, authorized
1,000,000, shares outstanding 388,296
shares .......................................... 15,293 2 15,295
Additional paid in capital ....................... 42,802 6,998 49,800
Retained earnings ................................ (20,287) - (20,287)
Unearned employee compensation ................... - - -
------------ ------------ ------------
Total Stockholder's Equity ......................... 37,808 7,000 44,808
------------ ------------ ------------
Long-Term Debt
Debentures, net of unamortized discount less
premium ......................................... - - -
------------ ------------ ------------
Total Long-Term Debt ............................... - - -
------------ ------------ ------------
Total Capitalization ............................... 37,808 7,000 44,808
------------ ------------ ------------
</TABLE>
<PAGE> 38
TRISTAR VENTURES CORPORATION - CONSOLIDATED UNAUDITED
(b)(3)(c)
STATEMENT OF INCOME
ACTUAL and PRO FORMA
Twelve Months Ended January 31, 1995
($000)
<TABLE>
<CAPTION>
TVC Pro Forma TVC
Actual Entries Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
Operating Revenues
Gas Sales ........................................ - - -
Transportation ................................... - - -
Other ............................................ 7,021 - 7,021
------------ ------------ ------------
Total Operating Revenues ........................... 7,021 - 7,021
------------ ------------ ------------
Operating Expenses
Products purchased ............................... - - -
Operation ........................................ 2,358 - 2,358
Maintenance ...................................... - - -
Depreciation and depletion ....................... - - -
Other taxes ...................................... 297 - 297
------------ ------------ ------------
Total Operating Expenses ........................... 2,655 - 2,655
------------ ------------ ------------
Operating Income (Loss) ............................ 4,366 - 4,366
------------ ------------ ------------
Other Income (Deductions)
Interest income and other, net ................... 45 - 45
Interest expense and related charges ............. 182 - 182
------------ ------------ ------------
Total Other Income (Deductions) .................... 227 - 227
------------ ------------ ------------
Income before Income Taxes and Cummulative Effect
of Accounting Change ............................. 4,593 - 4,593
Income taxes ....................................... 1,752 - 1,752
------------ ------------ ------------
Income before Cummulative Effect of Accounting
Change ........................................... 2,841 - 2,841
Cummulative Effect of Accounting for Postemployment
Benefits ......................................... - - -
------------ ------------ ------------
Net Income ......................................... 2,841 - 2,841
============ ============ ============
</TABLE>
<PAGE> 39
TRISTAR VENTURES CORPORATION - CONSOLIDATED UNAUDITED
(b)(3)(d)
STATEMENTS OF COMMON STOCK EQUITY
ACTUAL and PRO FORMA
Twelve Months Ended January 31, 1995
($000)
<TABLE>
<CAPTION>
TVC Pro Forma TVC
Actual Entries Pro Forma
------------ ------------ ------------
COMMON STOCK
<S> <C> <C> <C>
Balance at February 1, 1994 ........................ 15,293 - 15,293
Common stock issued -
Subsidiaries ..................................... - 2 2
Leveraged employee stock ownership plan (LESOP) .. - - -
Dividend reinvestment plan ....................... - - -
Long-term incentive plan ......................... - - -
Public offering .................................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ 15,293 2 15,295
------------ ------------ ------------
ADDITIONAL PAID IN CAPITAL
Balance at February 1, 1994 ........................ 42,802 - 42,802
Common stock issued -
Subsidiaries ..................................... - 6,998 6,998
Leveraged employee stock ownership plan (LESOP) .. - - -
Dividend reinvestment plan ....................... - - -
Long-term incentive plan ......................... - - -
Public offering .................................. - - -
Preferred stock issued ............................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ 42,802 6,998 49,800
------------ ------------ ------------
RETAINED EARNINGS
Balance at February 1, 1994 ........................ (23,128) - (23,128)
Net income ......................................... 2,841 - 2,841
Common stock dividends -
CG ............................................... - - -
Subsidiaries (to CG) ............................. - - -
Other .............................................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ (20,287) - (20,287)
------------ ------------ ------------
UNEARNED EMPLOYEE COMPENSATION
Balance at February 1, 1994 ........................ - - -
Adjustment ......................................... - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ - - -
------------ ------------ ------------
TOTAL COMMON STOCK EQUITY .......................... 37,808 7,000 44,808
============ ============ ============
</TABLE>
<PAGE> 40
TRISTAR VENTURES CORPORATION - CONSOLIDATED UNAUDITED
(b)(3)(e)
PRO FORMA ENTRIES
($000)
<TABLE>
<S> <C> <C> <C>
1. Cash 7,000
Common Stock 2
Additional Paid-In Capital 6,998
To record the issuance of 100 shares of TVC's
$25 par value common stock to the Parent Company.
2. Investments and Other Assets - Other 7,000
Cash 7,000
To record TVC's investment in Tristar NGV
Corporation through the purchase of 100 shares
of Tristar NGV Corporation's $25 par value
common stock.
</TABLE>
<PAGE> 41
TRISTAR NGV CORPORATION UNAUDITED
(b)(4)(a)
(1 of 2)
BALANCE SHEET
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
NGV Pro Forma NGV
Actual Entries Pro Forma
------------ ------------ ------------
ASSETS
<S> <C> <C> <C>
Investments and Other Assets
Accounts receivable - noncurrent ................. - - -
Unconsolidated affiliates ........................ - - -
Other ............................................ - 7,000 7,000
------------ ------------ ------------
Total Investments and Other Assets ................. - 7,000 7,000
------------ ------------ ------------
Investments in Subsidiaries
Capital stock .................................... - - -
Equity in undistributed retained earnings ........ - - -
Installment promissory notes receivable .......... - - -
Other investments ................................ - - -
Other receivables - TCO .......................... - - -
------------ ------------ ------------
Total Investments in Subsidiaries .................. - - -
------------ ------------ ------------
Current Assets
Cash and temporary cash investments .............. - - -
Accounts receivable, net
Customers ...................................... - - -
Affiliated ..................................... - - -
Other .......................................... - - -
Prepayments ...................................... - - -
Other ............................................ - - -
------------ ------------ ------------
Total Current Assets ............................... - - -
------------ ------------ ------------
Deferred Charges ................................... - - -
------------ ------------ ------------
Total Assets ....................................... - 7,000 7,000
============ ============ ============
</TABLE>
<PAGE> 42
TRISTAR NGV CORPORATION (2 of 2)
BALANCE SHEET
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
NGV Pro Forma NGV
Actual Entries Pro Forma
------------ ------------ ------------
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C>
Capitalization
Stockholder's equity ............................. - 7,000 7,000
Long-term debt ................................... - - -
------------ ------------ ------------
Total Capitalization ............................... - 7,000 7,000
------------ ------------ ------------
Current Liabilities
Debt obligations ................................. - - -
Debtor in possession financing ................... - - -
Accounts and drafts payable ...................... - - -
Affiliated accounts payable ...................... - - -
Accrued taxes .................................... - - -
Accrued interest ................................. - - -
Deferred income taxes - current .................. - - -
Other ............................................ - - -
------------ ------------ ------------
Total Current Liabilities .......................... - - -
------------ ------------ ------------
Other Liabilities and Deferred Credits
Deferred income taxes, noncurrent ................ - - -
Postretirement benefits other than pensions ...... - - -
Other ............................................ - - -
------------ ------------ ------------
Total Other Liabilities and Deferred Credits ....... - - -
------------ ------------ ------------
Total Capitalization and Liabilities ............... - 7,000 7,000
============ ============ ============
</TABLE>
<PAGE> 43
TRISTAR NGV CORPORATION UNAUDITED
(b)(4)(b)
STATEMENT OF CAPITALIZATION
ACTUAL and PRO FORMA
As of January 31, 1995
($000)
<TABLE>
<CAPTION>
NGV Pro Forma NGV
Actual Entries Pro Forma
------------ ------------ ------------
Stockholder's Equity
<S> <C> <C> <C>
Common Stock, $25 par value, authorized
3,000, shares outstanding 1 share ............... - 2 2
Additional paid in capital ....................... - 6,998 6,998
Retained earnings ................................ - - -
Unearned employee compensation ................... - - -
------------ ------------ ------------
Total Stockholder's Equity ......................... - 7,000 7,000
------------ ------------ ------------
Long-Term Debt
Debentures, net of unamortized discount less
premium ......................................... - - -
------------ ------------ ------------
Total Long-Term Debt ............................... - - -
------------ ------------ ------------
Total Capitalization ............................... - 7,000 7,000
============ ============ ============
</TABLE>
<PAGE> 44
TRISTAR NGV CORPORATION UNAUDITED
(b)(4)(c)
STATEMENT OF INCOME
ACTUAL and PRO FORMA
Twelve Months Ended January 31, 1995
($000)
<TABLE>
<CAPTION>
NGV Pro Forma NGV
Actual Entries Pro Forma
------------ ------------ ------------
<S> <C> <C> <C>
Operating Revenues
Gas Sales ........................................ - - -
Transportation ................................... - - -
Other ............................................ - - -
------------ ------------ ------------
Total Operating Revenues ........................... - - -
------------ ------------ ------------
Operating Expenses
Products purchased ............................... - - -
Operation ........................................ - - -
Maintenance ...................................... - - -
Depreciation and depletion ....................... - - -
Other taxes ...................................... - - -
------------ ------------ ------------
Total Operating Expenses ........................... - - -
------------ ------------ ------------
Operating Income (Loss) ............................ - - -
------------ ------------ ------------
Other Income (Deductions)
Interest income and other, net ................... - - -
Interest expense and related charges ............. - - -
------------ ------------ ------------
Total Other Income (Deductions) .................... - - -
------------ ------------ ------------
Income before Income Taxes and Cummulative Effect
of Accounting Change ............................. - - -
Income taxes ....................................... - - -
------------ ------------ ------------
Income before Cummulative Effect of Accounting
Change ........................................... - - -
Cummulative Effect of Accounting for Postemployment
Benefits ......................................... - - -
------------ ------------ ------------
Net Income ......................................... - - -
============ ============ ============
</TABLE>
<PAGE> 45
TRISTAR NGV CORPORATION UNAUDITED
(b)(4)(d)
STATEMENTS OF COMMON STOCK EQUITY
ACTUAL and PRO FORMA
Twelve Months Ended January 31, 1995
($000)
<TABLE>
<CAPTION>
NGV Pro Forma NGV
Actual Entries Pro Forma
------------ ------------ ------------
COMMON STOCK
<S> <C> <C> <C>
Balance at February 1, 1994 ........................ - - 0
Common stock issued -
Subsidiaries ..................................... - 2 2
Leveraged employee stock ownership plan (LESOP) .. - - -
Dividend reinvestment plan ....................... - - -
Long-term incentive plan ......................... - - -
Public offering .................................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ - 2 2
------------ ------------ ------------
ADDITIONAL PAID IN CAPITAL
Balance at February 1, 1994 ........................ - - -
Common stock issued -
Subsidiaries ..................................... - 6,998 6,998
Leveraged employee stock ownership plan (LESOP) .. - - -
Dividend reinvestment plan ....................... - - -
Long-term incentive plan ......................... - - -
Public offering .................................. - - -
Preferred stock issued ............................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ - 6,998 6,998
------------ ------------ ------------
RETAINED EARNINGS
Balance at February 1, 1994 ........................ - - -
Net income ......................................... - - -
Common stock dividends -
CG ............................................... - - -
Subsidiaries (to CG) ............................. - - -
Other .............................................. - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ - - -
------------ ------------ ------------
UNEARNED EMPLOYEE COMPENSATION
Balance at February 1, 1994 ........................ - - -
Adjustment ......................................... - - -
------------ ------------ ------------
Balance at January 31, 1995 ........................ - - -
------------ ------------ ------------
TOTAL COMMON STOCK EQUITY .......................... - 7,000 7,000
============ ============ ============
</TABLE>
<PAGE> 46
TRISTAR NGV CORPORATION UNAUDITED
(b)(4)(e)
PRO FORMA ENTRIES
($000)
<TABLE>
<S> <C> <C> <C>
1. Cash 7,000
Common Stock 2
Additional Paid-In Capital 6,998
To record the issuance of 100 shares of Tristar
NGV Corporation's $25 par value common stock to TVC.
2. Investment and Other Assets - Other 7,000
Cash 7,000
To record Tristar NGV Corporation's investment
in natuaral gas vehicle activities.
</TABLE>
<PAGE> 47
Page 1
EXHIBIT INDEX
(a) Exhibits
A Form of Common Stock Certificate (Exhibit A-2 to
Joint Application-Declaration (File No. 70-7276) is
hereby incorporated by reference)
F Opinion of Counsel (to be filed by amendment)
G Financial Data Schedules (incorporated herein as
Exhibit No. 27)
H Proposed Notice
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
ARTICLE OPUR1
FINANCIAL DATA SCHEDULES
</LEGEND>
<SUBSIDIARY>
<NUMBER>
<NAME> CGS
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> FEB-01-1994 FEB-01-1994
<PERIOD-END> JAN-31-1995 JAN-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3,456,905 3,456,905
<OTHER-PROPERTY-AND-INVEST> 923,220 930,220
<TOTAL-CURRENT-ASSETS> 2,588,925 2,581,925
<TOTAL-DEFERRED-CHARGES> 290,828 290,828
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 7,259,878 7,259,878
<COMMON> 505,633 505,633
<CAPITAL-SURPLUS-PAID-IN> 601,827 601,827
<RETAINED-EARNINGS> 486,717 486,717
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,524,211 1,524,211
0 0
0 0
<LONG-TERM-DEBT-NET> 4,252 4,252
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 2,487 2,487
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 5,731,415 5,731,415
<TOT-CAPITALIZATION-AND-LIAB> 7,259,878 7,259,878
<GROSS-OPERATING-REVENUE> 2,784,589 2,784,589
<INCOME-TAX-EXPENSE> 145,137 145,137
<OTHER-OPERATING-EXPENSES> 2,418,400 2,418,400
<TOTAL-OPERATING-EXPENSES> 2,418,400 2,418,400
<OPERATING-INCOME-LOSS> 366,189 366,189
<OTHER-INCOME-NET> 40,273 40,273
<INCOME-BEFORE-INTEREST-EXPEN> 406,462 406,462
<TOTAL-INTEREST-EXPENSE> 17,186 17,186
<NET-INCOME> 241,999 241,999
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 241,999 241,999
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 4.79 4.79
<EPS-DILUTED> 4.79 4.79
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THE COLUMBIA GAS SYSTEM, INC.
ARTICLE OPUR1
FINANCIAL DATA SCHEDULES
</LEGEND>
<SUBSIDIARY>
<NUMBER>
<NAME> CG
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> FEB-01-1994 FEB-01-1994
<PERIOD-END> JAN-31-1995 JAN-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 3,701,645 3,708,645
<TOTAL-CURRENT-ASSETS> 451,523 444,523
<TOTAL-DEFERRED-CHARGES> 2,750 2,750
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 4,155,918 4,155,918
<COMMON> 505,633 505,633
<CAPITAL-SURPLUS-PAID-IN> 601,827 601,827
<RETAINED-EARNINGS> 486,717 486,717
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,524,211 1,524,211
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,631,707 2,631,707
<TOT-CAPITALIZATION-AND-LIAB> 4,155,918 4,155,918
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 53,807 53,807
<OTHER-OPERATING-EXPENSES> 96,457 96,457
<TOTAL-OPERATING-EXPENSES> 96,457 96,457
<OPERATING-INCOME-LOSS> (96,457) (96,457)
<OTHER-INCOME-NET> 392,844 392,844
<INCOME-BEFORE-INTEREST-EXPEN> 296,387 296,387
<TOTAL-INTEREST-EXPENSE> 540 540
<NET-INCOME> 241,999 241,999
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 241,999 241,999
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 4.79 4.79
<EPS-DILUTED> 4.79 4.79
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TRISTART VENTURES CORPORATION
ARTICLE OPUR1
FINANCIAL DATA SCHEDULES
</LEGEND>
<SUBSIDIARY>
<NUMBER>
<NAME> TVC
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> FEB-1-1994 FEB-1-1994
<PERIOD-END> JAN-31-1995 JAN-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 34,957 41,957
<TOTAL-CURRENT-ASSETS> 7,599 7,599
<TOTAL-DEFERRED-CHARGES> 5 5
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 42,561 49,561
<COMMON> 15,293 15,295
<CAPITAL-SURPLUS-PAID-IN> 42,802 49,800
<RETAINED-EARNINGS> (20,287) (20,287)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 37,808 44,808
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 4,753 4,753
<TOT-CAPITALIZATION-AND-LIAB> 42,561 49,561
<GROSS-OPERATING-REVENUE> 7,021 7,021
<INCOME-TAX-EXPENSE> 1,752 1,752
<OTHER-OPERATING-EXPENSES> 2,655 2,655
<TOTAL-OPERATING-EXPENSES> 2,655 2,655
<OPERATING-INCOME-LOSS> 4,366 4,366
<OTHER-INCOME-NET> 45 45
<INCOME-BEFORE-INTEREST-EXPEN> 4,411 4,411
<TOTAL-INTEREST-EXPENSE> (182) (182)
<NET-INCOME> 2,841 2,841
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 2,841 2,841
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 7.32 7.32
<EPS-DILUTED> 7.32 7.32
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
TRISTAR NGV CORPORATION
ARTICLE OPUR1
FINANCIAL DATA SCHEDULES
</LEGEND>
<SUBSIDIARY>
<NUMBER>
<NAME> NGV
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1994
<PERIOD-START> FEB-1-1994 FEB-1-1994
<PERIOD-END> JAN-31-1995 JAN-31-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 0 7,000
<TOTAL-CURRENT-ASSETS> 0 0
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 0 7,000
<COMMON> 0 2
<CAPITAL-SURPLUS-PAID-IN> 0 6,998
<RETAINED-EARNINGS> 0 0
<TOTAL-COMMON-STOCKHOLDERS-EQ> 0 7,000
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 0 0
<TOT-CAPITALIZATION-AND-LIAB> 0 7,000
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 0 0
<OTHER-OPERATING-EXPENSES> 0 0
<TOTAL-OPERATING-EXPENSES> 0 0
<OPERATING-INCOME-LOSS> 0 0
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 0 0
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 0 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0.00 0.00
<EPS-DILUTED> 0.00 0.00
</TABLE>
<PAGE> 1
Page 1
EXHIBIT H
SECURITIES AND EXCHANGE COMMISSION
(Release No. )
The Columbia Gas System, Inc. ("Columbia"), a registered holding
company registered under the Public Utility Holding Company Act of 1935 (the
"Act"), and its wholly owned subsidiary company, TriStar Ventures Corporation
("TVC"), both located at 20 Montchanin Road, Wilmington, DE 19807, have filed
an application-declaration under Sections 6(a), 7, 9(a), 10, 11, 12(f), and
13(b) of the Act and Rules 16, 43, 45, 87, 90 and 91 thereunder.
Columbia has 18 subsidiary companies which are primarily engaged
in activities related to the natural gas business. Columbia and its
subsidiaries are referred to as the "Columbia System." Columbia seeks
authorization to invest up to $7 million through December 31, 1996 in natural
gas vehicle ("NGV") activities indirectly through a new subsidiary corporation
("TNGV") that will be established solely to engage in such activities. TNGV
will be a wholly owned subsidiary of TVC.
TNGV will use the $7 million to develop and promote consumer use
and acceptance of natural gas as a fuel for cars, buses, trucks and other
vehicles. TNGV will do this, alone or with others, by facilitating the
conversion of vehicles to use natural gas, by providing fueling stations where
natural gas to operate vehicles can be obtained and by providing other
NGV-related services. TNGV's activities will benefit Columbia's local gas
distribution companies ("LDCs") and their consumers which will indirectly
benefit the other Columbia System companies by increasing the demand for
natural gas and, in turn, will further the interests of the Columbia System's
investors.
The LDCs are already actively involved in NGV activities in their
service areas. The LDC's NGV-related activities are currently confined to
their service areas. TNGV would enhance and support the LDC's NGV activities
by providing services and products that the LDC's cannot or prefer not to offer
and by conducting NGV activities within and outside the LDCs' service areas.
It is contemplated that TNGV's NGV-related activities would complement, not
replace, those of the LDCs. Thus, the LDCs and TNGV would coordinate their NGV
activities so as to offer potential customers a full range of services at
competitive prices and to avoid duplication of efforts.
TNGV proposes to encourage more widespread consumer acceptance and
use of NGVs by establishing natural gas fueling stations, by promoting the
establishment of facilities for the conversion of vehicles to NGVs, by
providing related training and by providing fuel supply and management services
as required (all such activities referred to collectively herein as "NGV
Activities").
Columbia desires to encourage other persons and entities to become
involved in NGV activities so that NGV-related products, services and
facilities are widely available at reasonable costs. Thus, TNGV proposes to
engage in some of the NGV Activities through arrangements with
<PAGE> 2
Page 2
nonassociated companies or individuals. These arrangements may take one or
more of the following forms.
(1) TNGV may enter into contracts with nonassociates under
which TNGV would agree to provide and install, in whole or
part, natural gas fueling facilities and/or equipment on
premises owned or leased by the nonassociates and/or to
provide fuel supply and management for such facilities.
TNGV may also contract with nonassociates to provide and
install facilities to convert vehicles to NGVs and/or to
engage in training related to natural gas operation,
fueling or conversion. Such fueling facility, conversion
equipment and training contracts would be made with
vehicle fleet owners and others.
(2) TNGV also may enter into contracts with nonassociates
whereby the nonassociates agree to perform the above-
described services or provide the above-described goods as
a subcontractor for TNGV, on premises owned or leased by
TNGV, vehicle fleet owners or others, on terms and
conditions to be negotiated at arm's length. Examples of
possible subcontractors would be fueling equipment
suppliers for the construction and installation of fueling
stations under turn-key contracts; auto dealers, service
shops and conversion equipment suppliers for the
installation and maintenance of conversion equipment; and
LDCs for training in the use of fueling station and
conversion equipment.
(3) TNGV may acquire an ownership interest, which may be up to
100% voting or nonvoting stock, in one or more
corporations or other entities established for the sole
purpose of engaging in NGV Activities. Such entities would
be established by TNGV and/or nonassociates knowledgeable
and experienced in the construction and operation of
gasoline stations or natural gas fueling stations, such as
major gasoline retailers or individual gasoline station
owners, and/or who have expertise in vehicle repair and
maintenance or specialized technical experience with NGVs,
such as independent or franchised vehicle repair shops,
service departments of automobile or truck dealers, or
suppliers of NGV conversion or gas compression equipment.
Each such entity would provide limited liability
protection to the owners and would be formed to build NGV
infrastructure in a specific geographic area or to provide
management of a specific NGV Activity, i.e., fueling
stations, conversion equipment or training. The
organizational documents governing such entities would
expressly limit the activities of these corporations
primarily to NGV Activities.
(4) TNGV may invest in and participate in joint arrangements
such as partnerships or joint ventures to carry out NGV
fueling, conversion, training activities, or other NGV
Activities. TNGV may enter into such arrangements with
others who are knowledgeable and experienced in the
construction and operation of gasoline stations or
natural gas fueling stations, such as major gasoline
retailers or individual gasoline station owners, to
provide, in whole or part, natural gas fueling facilities.
<PAGE> 3
Page 3
TNGV may also seek potential partners who have expertise
in vehicle repair and maintenance, or specialized
technical experience with NGVs, to provide natural gas
vehicle conversion facilities and/or equipment used to
convert vehicles to NGVs. These partners could be
independent or franchised vehicle repair shops, service
departments of automobile or truck dealers, or suppliers
of NGV conversion or gas compression equipment. Through
partnerships, joint ventures, or other contractual
arrangements, TNGV could also provide training related to
natural gas vehicle operation, fueling or conversion. If
necessary, TNGV would establish one or more wholly owned
limited purpose corporations or entities for the sole
purpose of engaging in NGV Activities through such
partnerships or joint ventures or other arrangements.
The limited purpose structure would serve to limit the
liability which may otherwise be associated with a
partnership or joint venture. The organizational
documents governing such partnerships or joint ventures
would expressly limit the activities of these entities
primarily to NGV Activities.
(5) TNGV may lend funds to vehicle fleet owners, or may
guarantee borrowings by those owners from a third party
lender such as a bank, to enable such nonassociates to
carry out NGV Activities in connection with their
business, or to acquire the equipment, personnel or
facilities needed to do so. Loans either made by TNGV
directly or with respect to which TNGV is giving a
guarantee would have an interest rate not exceeding the
maximum legal rate, and would have a maturity not
exceeding 20 years. Such loans may be unsecured or secured
by a lien on, or other security interest in, NGV
conversion equipment, fueling station equipment or
facilities or other real or personal property, excluding
utility assets.
(6) A corporation, partnership, joint venture or other entity
in which TNGV has an ownership interest of less than 100%
may obtain third party debt financing.
In entering into arrangements with nonassociates to engage in the
NGV Activities described in this application, TNGV and its subsidiaries will
limit the amount of their equity or debt investments, contractual obligations,
loan guarantees, loan obligations and other financial obligations and
commitments to an amount that, when aggregated with all other investments,
obligations and commitments made or undertaken, directly or indirectly, by
TNGV and its subsidiaries in connection with the NGV Activities as described
in the Application, will not exceed $7 million through December 31, 1996.
Columbia and TNGV request that TNGV be authorized to engage in
the above described NGV Activities and to obtain funds from time to time
through December 31, 1996, to finance such NGV Activities through the sale of
shares of TVC common stock, $25 par value, to Columbia at or above par value,
and the sale of shares of TNGV Common Stock, $25 par value, to TVC at or above
par value provided that the aggregate amount of funds obtained by TVC from
Columbia, and by TNGV from TVC, outstanding at any one time for NGV Activities
shall not exceed $7 million.
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In the event that a wholly owned limited purpose subsidiary
corporation of TNGV is established to engage in the NGV Activities through a
non-corporate entity, such subsidiary will have mirror-image authorizations and
obligations of TNGV under this filing as such relate to the relevant
investment, with TNGV functioning as a "passthrough" with regard to its
indirect financing of the entity.
It is accordingly requested that the Commission issue an order
which specifically authorizes the following:
(1) For Columbia to provide TVC with up to $7 million in
funding through December 31, 1996, through the purchase
of shares of TVC common stock, $25 par value, at or above
par value, which $7 million is to be used by TVC solely to
make investments in TNGV for NGV Activities;
(2) For TVC to provide TNGV with up to $7 million in funding
through December 31, 1996, through the purchase of shares
of TNGV common stock, $25 par value, at or above par
value;
(3) For TNGV to use such financing to engage in NGV
Activities as defined herein;
(4) For TNGV to engage in NGV Activities through joint
arrangements with nonassociates in one or more of the
following forms:
(a) The entering by TNGV into written contracts with
nonassociates whereby TNGV will agree to provide,
in whole or in part, (i) NGV fueling facilities,
(ii) NGV conversion facilities, (iii) equipment
used to convert vehicles to NGVs or NGV fueling
station equipment, (iv) training related to NGV
operation, fueling or conversion, and (v) other
related equipment or services on premises owned or
leased by other parties, on terms negotiated at
arm's length;
(b) The entering by TNGV into written contracts with
nonassociates whereby such nonassociates agree to
perform or provide the above-described or similar
services or goods as a subcontractor for TNGV, on
premises owned or leased by TNGV or others, on
terms to be negotiated at arm's length;
(c) The acquisition by TNGV of an ownership interest
in one or more corporations or other entities
established for the sole purpose of engaging in NGV
Activities;
(d) The establishment by TNGV of one or more wholly
owned limited purpose subsidiary corporations to be
used by TNGV to invest and participate in
partnerships, joint ventures or other joint
arrangements that are formed with nonassociates to
carry out NGV Activities, such financing of these
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subsidiaries by TNGV to mirror the financing by
TVC of TNGV to effect the same investment, with
TNGV functioning as a "passthrough" with regard to
its indirect financing of the entity;
(e) The lending of funds by TNGV to nonassociates, or
the guaranteeing of borrowings by a nonassociated
person from a third person also not associated with
TNGV to enable such nonassociates to carry out,
alone or in conjunction with TNGV or others, NGV
Activities, or to acquire the equipment, personnel
or facilities needed to do so;
(f) The obtaining of third party debt financing as
described herein by an entity (other than a wholly
owned special purpose subsidiary) in which TNGV
has an ownership interest.
Rule 16 is applicable to corporations, joint ventures or partnerships of
which TNGV directly or indirectly holds no more than 50 percent of the voting
securities and deemed by the Gas-Related Activities Act to be engaged primarily
in the supply of natural gas through their engagement in NGV Activities. Once
this Application-Declaration is approved, TNGV's acquisition of the securities
of such entities will have been approved pursuant to Sections 9(a) and 10 so
that such entities will be exempt from the Act, and their activities, including
the obtaining of third party financing, need not be approved by the Commission
nor their activities reported to the Commission in Rule 24 certificates.
The application-declaration and any amendments thereto are available for
public inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing should submit their
views in writing by ______________, 1995, to the Secretary, Securities and
Exchange Commission, Washington, D.C. 20549, and serve a copy on the
applicant-declarants at the address specified above. Proof of service (by
affidavit or, in case of an attorney-at-law, by certificate) should be filed
with the request. Any request for a hearing shall identify specifically the
issues of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in this matter. After said date, the application-declaration, as
filed or as it may be amended, may be permitted to become effective.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
Jonathan G. Katz,
Secretary
