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February 6, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Interim Report Under Rule 24 of the
Public Utility Holding Company Act of 1935
The Columbia Gas System, Inc. ("CG")
TriStar Ventures Corporation ("TVC")
File No. 70-8012
Gentlemen:
In accordance with the terms and conditions of Rule 24 under the
Public Utility Holding Company Act of 1935, and the Orders of the Commission
dated September 17, 1992 and November 9, 1992 (the "Orders") authorizing
transactions as more fully described in the Application-Declaration as amended
(the "Application"), the undersigned hereby certifies that during the period
from October 1, 1994 through December 31, 1994, in accordance with the
undertaking contained in the Application, TVC hereby delivers the following
information.
1. TVC disbursed $775,508 as part of its preliminary project development
program.
2. The Columbia Gas Distribution Companies rendered no managerial
services to TVC.
Attached is a "past tense" opinion of Counsel which is provided to the
Commission to complete this file.
Very truly yours,
THE COLUMBIA GAS SYSTEM, INC.
By: /s/ L. J. Bainter
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L. J. Bainter
Treasurer
TRISTAR VENTURES CORPORATION
By: /s/ D. P. Detar
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D. P. Detar
Treasurer
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January 30, 1995
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Re: The Columbia Gas System, Inc., et al.
File No. 70-8012
I have acted as Counsel for The Columbia Gas System, Inc. ("Columbia"), a
Delaware corporation and holding company registered under the Public Utility
Holding Company Act of 1935 (the "Act"), in connection with the Joint
Application-Declaration on Form U-1 (File No. 70-8012) of Columbia and certain
of its subsidiary companies, including TriStar Ventures Corporation ("TVC"),
TriStar Binghamton General Corporation, TriStar Binghamton Limited Corporation,
TriStar Vineland General Corporation, TriStar Vineland Limited Corporation,
TriStar Georgetown General Corporation and TriStar Georgetown Limited
Corporation (hereinafter referred to collectively as the "Cogeneration
Subsidiaries"), and indirect subsidiaries Vineland Cogeneration Limited
Partnership ("VCLP") and Georgetown Cogeneration, L.P. ("GCLP"), as amended by
Post-Effective Amendments 1, 2, 3, 4, 5 and 6 (hereinafter referred to
collectively as the "Application-Declaration") relating to:
1. through December 31, 1993, the issuance by TVC, and acquisition thereof by
Columbia, of up to $21 million in either a) shares of Common Stock $25 par
value per share, for $290 per share in cash, or b) installment promissory
notes; and
2. the investment by TVC of the $21 million, plus cash on hand and refunds of
development contributions received, through the issuance by, and the
purchase thereof by TVC, of shares of Common Stock $25 par value per
share, or installment promissory notes, or through capital contributions
to, the Cogeneration Subsidiaries, TVC Nine Corporation, TVC Ten
Corporation, and/or Cogeneration Partners of America, as follows: up to
$9.6 million in TriStar Binghamton General Corporation and TriStar
Binghamton Limited Corporation; up to $9.9 million in TriStar Vineland
General Corporation and TriStar Vineland Limited Corporation; and through
December 31, 1994, up to $10 million in preliminary development and
administrative activities, either directly or indirectly
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through TVC Nine Corporation, TVC Ten Corporation, Cogeneration
Partners of America, the Vineland Cogeneration Subsidiaries, and/or the
Georgetown Cogeneration Subsidiaries; and
3. investments by the Cogeneration Subsidiaries through equity contributions
or contingent equity commitments, as required, as follows: up to $9.6
million by the Binghamton Cogeneration Subsidiaries for the Binghamton
project; and up to $9.9 million by the Vineland Cogeneration Subsidiaries
for the Vineland project.
The above items 1 through 3, as more fully described in the
Application-Declaration, are hereinafter referred to as the "Proposed
Transactions."(1)
In connection with the above, I have examined:
(i) The Application-Declaration;
(ii) a copy of the Restated Certificate of Incorporation of Columbia and
the Certificates of Incorporation of TVC, the Cogeneration
Subsidiaries and TVC;
(iii) the Order of the U.S. Bankruptcy Court for the District of Delaware
dated August 2, 1991 authorizing Columbia to continue financing of
nondebtor subsidiaries;
(iv) the Secured Revolving Credit Agreement dated September 23, 1991,
approved by FINAL ORDER AUTHORIZING COLUMBIA GAS SYSTEM, INC. TO (i)
BORROW MONIES AND (ii) GRANT SENIOR AND JUNIOR LIENS AND
SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS PURSUANT TO 11 U.S.C.
Section 364(c) of the Bankruptcy Court entered September 10, 1991,
and by Order of this Commission dated September 20, 1991 (HCAR No.
35-25380) (superseded by the Amended and Restated Credit Agreement
dated September 15, 1994, between Columbia and Chemical Bank,
approved by FINAL ORDER AUTHORIZING THE COLUMBIA GAS SYSTEM, INC., TO
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(1)Vineland Cogeneration Limited Partnership ("VCLP") also sought, and
received, authority for project financing. At the time VCLP obtained
project financing, however, the Vineland Cogeneration Subsidiaries--as
contemplated by the Application-Declaration--had sold their VCLP
interests so that VCLP was no longer an indirect subsidiary of Columbia
and TVC. The Vineland Cogeneration Subsidiaries later repurchased VCLP
interests and made investments in the Vineland project through equity and
contingent equity commitments.
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AMEND SECURED REVOLVING CREDIT AGREEMENT AND SECURITY AGREEMENT of
the Bankruptcy Court entered August 16, 1994 and by Order of the
Commission dated September 12, 1994 (HCAR No. 35-26120));
(v) HCAR Nos. 25635 (Sept. 17, 1992) and 25672 (Nov. 9, 1992) (the
"Orders"); and
(vi) such other documents, records and matters of law I deemed necessary
to enable me to render this Opinion.
Based upon the foregoing and relying thereupon, I am of the opinion
that:
(a) all state laws applicable to the Proposed Transactions have been
complied with;
(b) TVC and each of the Cogeneration Subsidiaries that issued stock to
TVC are validly organized and duly existing corporations in their
state of incorporation;
(c) the August 2, 1991 Order from the Bankruptcy Court has been complied
with;
(d) the common stock issued by TVC and any Cogeneration Subsidiary is
fully paid, non-assessable, and Columbia or TVC, as the case may be,
as the holder thereof is entitled to the rights and privileges
appertaining thereto as set forth in the Charter of the issuing
company, and Columbia and TVC have legally acquired such common
stock;
(e) any notes issued by TVC, the Cogeneration Subsidiaries, TVC Nine
Corporation, TVC Ten Corporation, and/or Cogeneration Partners of
America as part of the Proposed Transactions are valid and binding
obligations of the issuer in accordance with the terms of said notes
and Columbia or TVC, as the case may be, has legally acquired any
such notes;
(f) the consummation of the Proposed Transactions does not violate the
legal rights of the holders of any securities issued by Columbia,
TVC, the Cogeneration Subsidiaries, TVC Nine Corporation, TVC Ten
Corporation or Cogeneration Partners of America, or by any associate
company thereof; and
(g) the Proposed Transactions that were consummated were carried out in
accordance with the Orders and terms of the Application-Declaration.
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I hereby consent to the filing of this Opinion together with the
Certificate of the corporations filed pursuant to Rule 24.
Very truly yours,
/s/ Joyce Koria Hayes
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Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System
Service Corporation
