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File No. 70-8575
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to 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
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(Names of company or companies filing this statement
and addresses of principal executive offices)
THE COLUMBIA GAS SYSTEM, INC.
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(Name of top registered holding company parent of
each applicant or declarant)
L. J. Bainter, Treasurer
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, DE 19807
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(Name and address of agent for service)
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The Application-Declaration as previously filed is hereby amended
as follows:
Item 6. Exhibits and Financial Statements.
(a) Exhibits
F Opinion of Counsel
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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 COLUMBIA GAS SYSTEM, INC.
Date: March 30, 1995 By: /s/ L. J. Bainter
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L. J. Bainter, Treasurer
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EXHIBIT INDEX
(a) Exhibits
F Opinion of Counsel
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March 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.
File No. 70-8575
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 for filing as Exhibit F to the Joint Application-Declaration on
Form U-1 (File No. 70-8575), as amended by Amendment No. 1 (hereinafter
referred to together as the "Application-Declaration"), relating to the
proposed loan by Columbia of $4.3 million, evidenced by a note (the "Note"), to
the Employees' Thrift Plan of Columbia Gas System Trust (the "Thrift Plan
Trust"), in order to alleviate the hardship on plan participants, each of whom
is an employee of one of sixteen wholly-owned Columbia subsidiaries, incurred
as a result of the seizure of Confederation Life Insurance Company of Canada by
Canadian and U.S. governmental authorities.
The proposed loan by Columbia to the Thrift Plan Trust, as
more fully described in the Application-Declaration, is hereinafter sometimes
referred to as the "Proposed Transaction."
In connection with the foregoing, I have examined:
(i) the Application-Declaration,
(ii) the Form of Promissory Note evidencing the proposed
loan;
(iii) copies of the Restated Certificate of Incorporation
and Bylaws of Columbia;
(iv) the Order of the United States Bankruptcy Court for
the District of Delaware (the "Bankruptcy Court"),
dated March 8, 1995, approving the Proposed
Transaction; and
(v) such other documents, records and matters of law as
I deemed necessary to enable me to render this
opinion.
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Based upon the foregoing and relying thereon, I am of the
opinion, assuming that (i) the Proposed Transaction is consummated in
accordance with the Application-Declaration, (ii) the Department of Labor
authorizes the Proposed Transaction, (iii) the Internal Revenue Service issues
a favorable ruling or enters a favorable agreement with respect to income
and/or excise taxes resulting from the Proposed Transaction, as well the Thrift
Plan's qualified status under Section 401(a) of the Internal Revenue Code, and
(iv) all taxes and government charges in connection with such transactions are
paid:
(a) all state and federal laws applicable to
the Proposed Transaction will have been
complied with;
(b) Columbia has received an order from the
Bankruptcy Court authorizing the loan to
the Thrift Plan Trust;
(c) Columbia is a validly organized and duly
existing corporation in good standing
under the laws of the State of Delaware;
(d) the Note evidencing the loan to the
Thrift Plan Trust as part of the Proposed
Transaction will be a valid and binding
obligation of the Thrift Plan Trust in
accordance with the terms of such Note;
and
(e) the consummation of the Proposed
Transaction does not violate the legal
rights of the holders of any securities
issued by Columbia or any associate
company thereof.
I hereby consent to the filing of this opinion as an
Exhibit 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
