COLUMBIA GAS SYSTEM INC
POS AMC, 1995-01-06
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                                                                File No. 70-8317

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    Form U-1

                         Post-Effective Amendment No. 1

                                  DECLARATION
                                     UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                         THE COLUMBIA GAS SYSTEM, INC.
                            COLUMBIA LNG CORPORATION
                               20 Montchanin Road
                          Wilmington, Delaware  19807

- --------------------------------------------------------------------------------
              (Name of Company of Companies Filing This Statement
               and Addresses of the Principal Executive Offices)


                         THE COLUMBIA GAS SYSTEM, INC.
- --------------------------------------------------------------------------------
               (Name of Top Registered Holding Company Parent of
                          Each Applicant or Declarant)


                            L. J. Bainter, Treasurer
                         THE COLUMBIA GAS SYSTEM, INC.

                           J. W. Grossman, Treasurer
                            COLUMBIA LNG CORPORATION
                               20 Montchanin Road
                          Wilmington, Delaware  19807
- --------------------------------------------------------------------------------

               (Name and Address of Principal Agent for Service)
<PAGE>   2


                 The joint Application-Declaration as filed is hereby amended
by adding the following:

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.

         In the Commission's Order dated February 25, 1994 (HCAR 25993), The

Columbia Gas System, Inc. ("Columbia") and Columbia LNG Corporation ("Columbia

LNG") were authorized through December 31, 1994 to proceed with a

recapitalization of Columbia LNG to establish a 100% equity capital structure.

To effect this recapitalization, Columbia and Columbia LNG were authorized to

have Columbia make a capital contribution to Columbia LNG of up to $52.0

million, consisting of $48.1 million of installment promissory notes and

short-term debt and up to $3.9 million of accrued interest to the effective

date of the recapitalization, which was estimated to be mid-1994.


         On December 21, 1994, Columbia and Columbia LNG proceeded with the

recapitalization by having Columbia make a capital contribution of $52.0

million as described above.  However, because the recapitalization was

undertaken later than expected due to delays at the Federal Energy Regulatory

Commission in receiving satisfactory certificates authorizing Columbia LNG's

new business plan, the amount of accrued interest to the effective date of the

recapitalization exceeded the $3.9 million
<PAGE>   3
authorized by $875,758.  Consistent with the intent of the

Application-Declaration to contribute all of the outstanding debt and accrued

interest and establish a 100% equity capital structure for Columbia LNG,

Columbia and Columbia LNG now propose to make an additional capital

contribution which would consist of the remaining accrued interest.


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.

         Approval of the United States Bankruptcy Court for the District of

Delaware (the "Bankruptcy Court") will be required.


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

supplementary order as soon as practicable after the completion of the record.


ITEM 6.  EXHIBITS AND FINANCIAL STATEMENTS.

                 (a)      Exhibits

                          D-3     Order of the Bankruptcy Court for the
                                  District of Delaware (to be filed by
                                  post-effective amendment).

                          F-2     Opinion of Counsel for Columbia and Columbia
                                  LNG (to be filed by post-effective amendment).
<PAGE>   4
                                   SIGNATURE

                 Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, the undersigned has duly caused this statement to be

signed on its behalf by the undersigned thereunto duly authorized.



                                         THE COLUMBIA GAS SYSTEM, INC.       
                                                                             
                                                                             
Dated:  January 6, 1994                  By:      /s/ L. J. Bainter          
                                              -----------------------------  
                                              L. J. Bainter, Treasurer       
                                                                             
                                                                             
                                                                             
                                                                             
                                                                             
                                         COLUMBIA LNG CORPORATION            
                                                                             
                                                                             
                                                                             
                                                                             
Dated:  January 6, 1994                  By:       /s/ J. W. Grossman        
                                              ------------------------------ 
                                              J. W. Grossman, Treasurer      
<PAGE>   5
EXHIBIT INDEX

         (a)     Exhibits

                 D-3      Order of Bankruptcy Court for the District of
                          Delaware (to be filed by post-effective amendment).

                 F-2      Opinion of Counsel for Columbia and Columbia LNG (to
                          be filed by post-effective amendment).


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