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File No. 70-8317
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
Post-Effective Amendment No. 2
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
COLUMBIA LNG CORPORATION
20 Montchanin Road
Wilmington, Delaware 19807
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(Name of Company of 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.
J. W. Grossman, Treasurer
COLUMBIA LNG CORPORATION
20 Montchanin Road
Wilmington, Delaware 19807
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(Name and Address of Principal Agent for Service)
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The joint Application-Declaration as filed is hereby amended
by adding the following Exhibits:
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
(a) Exhibits
D-3 Order of the Bankruptcy Court for the District of
Delaware
F-2 Opinion of Counsel
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
THE COLUMBIA GAS SYSTEM, INC.
Dated: February 9, 1995 By: /s/ L. J. BAINTER
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L. J. Bainter, Treasurer
COLUMBIA LNG CORPORATION
Dated: February 9, 1995 By: /s/ J. W. GROSSMAN
---------------------------------
J. W. Grossman, Treasurer
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EXHIBIT INDEX
(a) Exhibits
D-3 Order of Bankruptcy Court for the District of Delaware
F-2 Opinion of Counsel
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PAGE 5
Exhibit D-3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re ) Chapter 11
)
THE COLUMBIA GAS SYSTEM, INC. ) Case Nos. 91-803 (HSB)
and COLUMBIA GAS TRANSMISSION ) and 91-804 (HSB)
CORPORATION, )
)
Debtors. )
SUPPLEMENTAL ORDER WITH RESPECT
TO RECAPITALIZATION OF COLUMBIA LNG CORPORATION
AND NOW, the Court having considered the motion of The Columbia
Gas System, Inc., debtor and debtor-in-possession ("CG"), for entry of an order
amending this Court's previous order (i) authorizing certain proposed
transactions (the "Transactions") by and among Columbia LNG Corporation
("Columbia LNG") and Pepco Enterprises, Inc. ("Pepco Enterprises"), and (ii)
authorizing the recapitalization of Columbia LNG (the "Motion"); and the Court
having entered an Order on January 12, 1993 approving the Motion; and the
Motion having contemplated a capital structure for Columbia LNG that would be
100% equity; and due to delays before the Federal Energy Regulatory Commission
in closing the transactions approved by the Court's January 12, 1993 Order an
additional capital contribution is required by Columbia
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PAGE 6
to effectuate the recapitalization; and good cause having been shown; and no
hearing being required; it is hereby
ORDERED that CG is authorized to make an additional capital
contribution to Columbia LNG's net common equity of approximately $875,758.00
of additional accrued interest in order to effectuate a capital structure for
Columbia LNG that would be 100% equity.
Dated: January 25, 1995
Wilmington, Delaware
/s/ Helen S. Balick
----------------------------------------
Helen S. Balick
United State Bankruptcy Judge
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EXHIBIT F-2
February 10, 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. 70-8317
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"), and at its request, I deliver to you this
opinion as Exhibit F-2 to Post-Effective Amendment No. 2, filed herewith, to
the Joint Application-Declaration on Form U-1 (File No. 70-8317) as amended by
Amendments Nos. 1, 2, and 3 and Post-Effective Amendment No. 1 (the
"Application-Declaration"), of Columbia and Columbia LNG Corporation ("CLG")
relating to Columbia's proposed contribution of approximately $875,758 to CLG's
net common equity (the "Proposed Transaction").
In connection with the foregoing, I have examined and relied upon the
statements and representations set forth in originals or copies of the
following documents:
In connection with the above, I have examined:
(i) the Application-Declaration;
(ii) copies of the Restated Certificates of Incorporation of Columbia
and CLG;
(iii) the Orders of the U.S. Bankruptcy Court for the District of
Delaware dated A) August 2, 1991 authorizing Columbia to acquire,
in the ordinary course and in accordance with pre-petition practice
as approved by orders of this Commission, common stock and notes
issued by its subsidiaries, B) January 12, 1994 authorizing
Columbia to recapitalize CLG upon terms set forth in the
Application-Declaration and upon this Commission's approval, and C)
January 25, 1995, authorizing the Proposed Transaction.
(vi) such other documents, records and matters of law I deemed necessary
to enable me to render this Opinion.
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Based upon the foregoing and relying thereupon, and subject to the
exceptions, qualifications, assumptions, limitations and premises set forth
herein, I am of the opinion that:
(a) CLG is a duly incorporated and validly existing in good
standing as corporations under the laws of the State of
Delaware;
(b) no further orders of the Bankruptcy Court are necessary to
effectuate the transactions contemplated by the
Application-Declaration;
(c) all state laws applicable to the Proposed Transaction will
have been complied with; and
(d) the consummation of the Proposed Transaction will not violate
the legal rights of the holders of any securities issued by
Columbia, CLG, or by any associate company thereof.
The opinions stated in paragraphs (c) and (d) above are based upon
the assumptions that (i) the Proposed Transaction contemplated by the
Application-Declaration will be consummated in accordance with the express
provisions of the Application-Declaration and (ii) all taxes and government
charges in connection with the Proposed Transaction will be paid.
The opinions expressed herein are rendered solely for your benefit
in connection with the Proposed Transaction and may not be relied upon by any
other person or entity for any other purpose without my prior written
permission.
I hereby consent to the filing of this opinion as Exhibit F-2 to
Post-Effective Amendment No. 2 to the Application-Declaration.
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
