<PAGE> 1
April 26,1995
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. ("Columbia") et al.
The Individual Applicant-Declarants
are Listed on the Signature Page
File No. 70-8471
Gentlemen:
In compliance with the terms and conditions of Rule 24 under
the Public Utility Holding Company Act of 1935, and the Orders of the
Commission dated December 22, 1994, and March 14, 1995 authorizing the
financing transactions as more fully described in the Joint
Application/Declaration, as amended (the "Application"), the undersigned
certify to the Commission that, during the calendar quarter from January 1,
1995 through March 31, 1995 the Subsidiaries sold and Columbia purchased Common
Stock and Installment Promissory Notes and the Subsidiaries received short-term
funds in the form of Open Account Advances and/or inventory financing from
Columbia and/or through Intrasystem Money Pool Advances, and the Subsidiaries
made funds available to the Intrasystem Money Pool in accordance with the
attached schedules.
Pursuant to Rule 52, the undersigned hereby transmit to the
Commission the attached orders issued by the Pennsylvania Public Utilities
Commission, the Public Utilities Comission of Ohio and the Public Service
Commission of the Commonwealth of Kentucky.
<PAGE> 2
SUBSIDIARY FINANCING
($000)
<TABLE>
<CAPTION>
Aggregate Amount
Under Application Money Pool
------------------------------ Maximum Amount
Installment During Quarter
Common Long-Term ----------------------------------------
Company Stock Debt Borrowings Investment
---------------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
$000 $000 $000 $000
CKY . . . . . . . . . . . . ** ** 2,481 16,432
COH . . . . . . . . . . . . ** ** 81,500 41,384
CMD . . . . . . . . . . . . * -0- 283 3,133
CPA . . . . . . . . . . . . ** ** 10,023 40,664
CNR . . . . . . . . . . . . * -0- -0- 17,151
CGT . . . . . . . . . . . . * -0- 4,054 15,725
CGD . . . . . . . . . . . . * -0- 11,014 3,448
CS . . . . . . . . . . . . -0- -0- 5,784 4,667
CPI . . . . . . . . . . . . * -0- 2,081 2,584
CLG . . . . . . . . . . . . * * -0- 3,440
CPC . . . . . . . . . . . . * * 286 593
CES . . . . . . . . . . . . * * -0- 15,560
CGC . . . . . . . . . . . . * * -0- 2,383
CAT . . . . . . . . . . . . * * * 650
TVC . . . . . . . . . . . . * * * 6,905
TCC . . . . . . . . . . . . -0- * * 43
TPL*** . . . . . . . . . . * * * 35
TPG*** . . . . . . . . . . * * * -0-
TBL*** . . . . . . . . . . * * * 1,393
TBG*** . . . . . . . . . . * * * 571
TVL*** . . . . . . . . . . * * * 485
TVG*** . . . . . . . . . . * * * 60
TRL*** . . . . . . . . . . * * * 516
</TABLE>
- ---------------------------
* Authorization for such financing not requested in Application.
** Reported via Form U-6B-2 pursuant to Rule 52.
*** A TriStar Ventures Subsidiary.
<PAGE> 3
SIGNATURE
The undersigned further certifies that all financing transactions
were carried out in accordance with the terms and conditions of, and for the
purposes represented by, the Application, and the Orders of the Commission with
respect thereto.
<TABLE>
<S> <C> <C>
THE COLUMBIA GAS SYSTEM, INC.
Date: April 25, 1995 By: /s/ L. J. BAINTER
----------------------------
L. J. Bainter, Treasurer
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF MARYLAND, INC.
COMMONWEALTH GAS SERVICES, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS DEVELOPMENT CORPORATION
COLUMBIA PROPANE CORPORATION
COMMONWEALTH PROPANE, INC.
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA NATURAL RESOURCES, INC.
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA COAL GASIFICATION CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
TRISTAR VENTURES CORPORATION
TRISTAR CAPITAL CORPORATION
Date: April 25, 1995 By: /s/ L. J. BAINTER
---------------------------------
L. J. Bainter, Vice President
TRISTAR VENTURES CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
Date: April 25, 1995 By: /s/ D. P. DETAR
-------------------------
D. P. Detar, Treasurer
</TABLE>
Attachment
<PAGE> 4
File No. 40-364
SECURITIES AND EXCHANGE COMMISSION
FORM U-6B-2
CERTIFICATE OF NOTIFICATION
THE COLUMBIA GAS SYSTEM, INC., AND SUBSIDIARIES
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the
Act.
1. Type of Securities - See Schedule 1.
2. Issue, renewal or guaranty - Common Stock and Installment Promissory
Notes are new issues. Short-Term Debt represents cash advances, as
required from time to time for working capital and Intrasystem Money
Pool represents book entry investments of temporary excess cash.
3. Principal amount - See Schedule 1.
4. Rate of interest - See Schedule 1.
5. Date of issue renewal or guaranty - as indicated on Schedule 1.
6. Non-Applicable.
7. Date of maturity - See Schedule 1.
8. Issued to - The Columbia Gas System, Inc.
9. Collateral given with each Security - Non-Applicable.
10. Consideration received was the principal amount for the Notes and
par value for Stock.
11. Application of Proceeds - General corporate funds for use in
ordinary course of business.
12. Issue, renewal or guaranty exempt under (c) Rule 52.
13. Non-Applicable.
14. Non-Applicable.
<PAGE> 5
15. Exempt from provisions of Section 6(a) under Rule 52.
Columbia Gas of Kentucky, Inc.
Columbia Gas of Ohio, Inc.
Columbia Gas of Pennsylvania, Inc.
Commonwealth Gas Services, Inc.
By: /s/ L. J. BAINTER
----------------------------
L. J. Bainter, Treasurer
<PAGE> 6
Form U-6B-2
Schedule 1
THE COLUMBIA GAS SYSTEM, INC., AND SUBSIDIARIES
QUARTER ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
Aggregate Amount
Issued Under Exemption Money Pool
from January 1, 1995 Maximum Amount
-------------------------------------------------- During Quarter
Installment ----------------------------------------
Company Common Stock Promissory Notes Borrowings* Investments*
------- ------------ ---------------- ------------ ------------
<S> <C> <C> <C> <C>
$000 $000 $000 $000
CKY -0- -0- ** **
COH -0- -0- ** **
CPA -0- -0- ** **
COS -0- -0- 6,520 10,065
</TABLE>
- ----------------------
* Interest Rate = 5.66% to 6.25%
Maturity Date - April 30, 1997
** Reported pursuant to Rule 24
<PAGE> 7
PENNSYLVANIA
PUBLIC UTILITY COMMISSION
HARRISBURG, PA 17105-3265
Public Meeting held March 30, 1995
Commissioners Present:
John M. Quain, Chairman
Joseph Rhodes, Jr., Vice-Chairman
Lisa Crutchfield
John Hanger
David W. Rolka
Securities Certificate of Columbia Gas
of Pennsylvania, Inc. for the issuance
of common stock not to exceed
200,000 shares.
S-00950493
OPINION AND ORDER
BY THE COMMISSION:
On February 27, 1995, Columbia Gas of Pennsylvania, Inc., (Columbia)
filed for registration pursuant to Chapter 19 of the Public Utility Code, 66
Pa. C.S. Section Section 1901, et seq., a Securities Certificate for the
issuance of common stock not to exceed 200,000 shares having an aggregate par
value of $5 million. At Public Meeting on March 16, 1995, we extended the
consideration period until March 31, 1995, so as to allow time for adequate
review of the filing.
Columbia proposes to issue and sell to its parent, Columbia Gas System,
Inc., 200,000 shares of common stock at the par value of $25 per share. The
stock will be issued from time to time prior to December 31, 1995. The
proceeds from the issuance will be used by Columbia to
<PAGE> 8
fund its 1995 construction program which includes the improvement of service,
the replacement of facilities due to condition, the relocation of facilities to
accommodate highway construction, and the addition of new customers. The 1995
construction program is projected to cost approximately $31.5 million.
Columbia filed concurrently with S-00950493, a Securities Certificate
docketed at S-00950492, for the issuance of promissory notes to its parent, not
in excess of $15,500,000. The instant Securities Certificate has been
considered in conjunction with S-950492.
The Commission has examined this Securities Certificate and has
determined that the proposed issuance of common stock appears to be necessary
or proper for the present and probable future capital needs of the utility and
that the Securities Certificate should be registered;
THEREFORE,
IT IS ORDERED:
That the Securities Certificate of Columbia Gas of Pennsylvania, Inc.
for the issuance of common stock not to exceed 200,000 shares is hereby
registered.
BY THE COMMISSION
/s/ John G. Alford
------------------
John G. Alford
Secretary
(SEAL)
ORDER ADOPTED : March 30, 1995
ORDER ENTERED: March 30, 1995
<PAGE> 9
PENNSYLVANIA
PUBLIC UTILITY COMMISSION
HARRISBURG, PA 17105-3265
Public Meeting held March 30, 1995
Commissioners Present:
John M. Quain, Chairman
Joseph Rhodes, Jr., Vice-Chairman
Lisa Crutchfield
John Hanger
David W. Rolka
Securities Certificate of Columbia Gas
of Pennsylvania, Inc. for the issuance
of up to $15,500,000, principal amount
of promissory notes. S-00950492
OPINION AND ORDER
BY THE COMMISSION:
On February 27, 1995, Columbia Gas of Pennsylvania, Inc., (Columbia)
filed for registration pursuant to Chapter 19 of the Public Utility Code, 66
Pa. C.S. Section Section 1901, et seq., a Securities Certificate for the
issuance of promissory notes, not in excess of the principal amount of
$15,500,000. At Public Meeting on March 16, 1995, we extended the
consideration period until March 31, 1995, so as to allow time for adequate
review of the filing.
Columbia proposes to issue the notes at one or more times prior to
December 31, 1995, to its parent, Columbia Gas System, Inc. The notes will
provide the permanent financing for the utility's 1995 construction program and
for general corporate purposes. The principal is to repaid
<PAGE> 10
in equal annual installments over a period not to exceed 30 years. A fixed
rate of interest is to be set equal to an average, during the calendar quarter
preceding the date of issuance, of a certain index of yields on A-rated utility
bonds.
Columbia filed concurrently with S-00950492, a Securities Certificate
docketed at S-00950493, for the issuance of common stock not to exceed 200,000
shares. The instant Securities Certificate has been considered in conjunction
with S-00950493.
Our review of the instant Securities Certificate together with other
relevant data, leads us to conclude that the proposed issuance of promissory
notes appears to be necessary or proper for the present and probable future
capital needs of the utility and that the Securities Certificate should be
registered; THEREFORE:
IT IS ORDERED:
1. That the Securities Certificate of Columbia Gas of
Pennsylvania, Inc., for the issuance of notes in a principal amount not to
exceed $15,500,000 is hereby registered.
2. That Columbia Gas of Pennsylvania, Inc., shall file with this
Commission within 60 days of completion of the issuance of notes, a statement
setting forth the principal amount issued, interest rate(s) incurred and the
date or dates of issuance.
BY THE COMMISSION
/s/ John G. Alford
------------------
John G. Alford
Secretary
(SEAL)
ORDER ADOPTED : March 30, 1995
ORDER ENTERED: March 30, 1995
<PAGE> 11
BEFORE
THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application of )
Columbia Gas of Ohio, Inc. for an )
Order Authorizing the Issuance and )
Sale of an Aggregate Amount Not to ) Case No. 95-147-GA-AIS
Exceed $47,600,000 Principal Amount )
of Installment Promissory Notes and )
Authorized but Unissued Common Stock )
Not to Exceed 1,360,000 Shares of )
$25 Par Value. )
FINDING AND ORDER
The Commission finds:
(1) Applicant, is an Ohio corporation and public utility, as
defined in Sections 4905.02 and 4905.03 (A) (6), Revised Code,
and is subject to the jurisdiction of this Commission.
(2) This Application is filed under Sections 4905.40 and 4905.41,
Revised Code.
(3) Applicant proposes to issue and sell to its parent company,
The Columbia Gas System, Inc., Installment Promissory Notes
(the "Notes") in an aggregate principal amount of up to $47.6
million, and Common Stock (the "Stock") not to exceed 1.36
million shares, $25 par value per share, in an aggregate
principal amount of $34 million, within the terms and
conditions as set forth in the Application and Exhibits.
(4) The proceeds from the Notes and the Stock (collectively the
"Securities") will be used to partially reimburse Applicant's
treasury to provide funds for its construction program and
current maturities on long-term debt.
(5) The principal amount of the Securities, the probable costs,
and other terms do not appear to be unjust or unreasonable.
(6) The effect of the issuance of the Securities on Applicant's
revenue requirements will be considered in the determination
of required revenues in rate proceedings in which all factors
affecting rates are taken into account according to law.
<PAGE> 12
(7) Based on the information contained in the Application and
Exhibits thereto, the purposes to which the proceeds from the
Securities shall be applied appear to be reasonably required
by Applicant to meet its present and prospective obligations
to provide utility service and the Commission is satisfied
that consent and authority should be granted.
It is, therefore,
ORDERED, That Applicant, Columbia Gas of Ohio, Inc. is authorized to
issue and sell to its parent company, The Columbia Gas System, Inc.,
Installment Promissory Notes in an aggregate principal amount of up to
$47.6 million, and Common Stock not to exceed 1.36 million shares, $25 par
value per share, in an aggregate principal amount of $34 million, within
the terms and conditions as set forth in the Application and Exhibits. It
is, further,
ORDERED, That the proceeds from the issuance of the Securities shall be
used for the purposes set forth in this Order and otherwise pursuant to
Section 4905.40, Revised Code. It is, further,
ORDERED, That after the Securities authorized by this Order are issued,
Applicant shall report to this Commission the terms and full particulars
regarding the issuance of the Securities. It is, further,
ORDERED, That nothing in this Order shall be construed to imply any
guaranty or obligation as to the Securities, the interest or dividends
thereon, on the part of the State of Ohio. It is, further,
ORDERED, That nothing in this Order shall be construed to imply any
guaranty or obligation by the Commission to assure completion of any
specific construction project of the Applicant. It is, further,
ORDERED, That noting in this Order shall be deemed to be binding upon
this Commission in any future proceeding or investigation involving the
justness or reasonableness of any rate, charge, rule or regulation. It
is, further,
<PAGE> 13
ORDERED, That a copy of this Order be served upon all parties of record.
THE PUBLIC UTILITIES COMMISSION OF OHIO
<TABLE>
<S> <C>
/s/ Craig A. Glazer
--------------------------------
Craig A. Glazer, Chairman
-------------------------------- ------------------------
J. Michael Biddison Jolynn Barry Butler
/s/ Richard M. Fanelly /s/ David W. Johnson
---------------------- --------------------
Richard M. Fanelly David W. Johnson
Entered in the Journal
Mar 16 1995
-----------
A True Copy
/s/ Mary L. Vigorito
--------------------
Mary L. Vigorito
Secretary
</TABLE>
<PAGE> 14
COMMONWEALTH OF KENTUCKY
BEFORE THE PUBLIC SERVICE COMMISSION
In the Matter of:
THE APPLICATION OF COLUMBIA GAS )
OF KENTUCKY, INC. FOR AUTHORITY )
FOR THE ISSUANCE AND SALE OF ) CASE NO. 95-028
PROMISSORY NOTES )
O R D E R
On January 23, 1995, Columbia Gas of Kentucky, Inc. ("Columbia") filed its
application seeking authority to issue and sell up to $4,200,000 in principal
amount of Installment Promissory Notes ("Notes"). The proceeds will be used to
assist in financing capital expenditures during 1995 in the amount of
$10,868,000 as set forth on Exhibit 7 of Columbia's application; to pay
$4,064,547 in current maturities on long-term debt as set forth in Columbia's
filing; and for other lawful corporate purposes. The proposed Notes will be
sold to the Columbia Gas System, Inc. ("System").
The proposed Notes will be dated the date of their issue and have the same
terms and provisions as the outstanding non-registered Notes of Columbia,
except that they will be payable in equal annual installments not to exceed 30
years as opposed to 15, 20, or 25 years and that they will be subject to a
default rate of 2 percent per annum in excess of the stated rate on the unpaid
principal amount. The default rate will be assessed if any interest or
principal payment becomes past due. The interest rate of the Notes will be
determined quarterly based on the three-month
<PAGE> 15
average yield on newly "A" rated 25-30 year utility bonds as published in
Salomon Brothers' weekly Bond Market Roundup, rounded to the nearest 1/8
percent per annum.
The default rate and the interest rate provisions differ from Columbia's
typical financing proposals. However, the Commission recognizes the financial
condition of Columbia's parent, System, and the impact this has on efforts to
raise capital.
The Commission, having considered the evidence of record and being
otherwise sufficiently advised, finds that the proposed issuance and sale by
Columbia of up to $4,200,000 in principal amount of Notes are for lawful
objects within its corporate purposes, are necessary and appropriate for and
consistent with the proper performance of its service to the public, will not
impair its ability to perform that service, are reasonably necessary and
appropriate for such purposes, and should, therefore, be approved.
IT IS THEREFORE ORDERED that:
1. Columbia be and it hereby is authorized to issue and sell up
to $4,200,000 of Notes.
2. Columbia shall, within 30 days after the issuance of the
securities referred to herein, file with the Commission a statement setting
forth the date or dates of issuance of the securities authorized herein, the
price paid, the interest rate, the terms, and all fees and expenses involved in
the issuance and distribution and the use of the proceeds.
3. Columbia shall agree only to such terms and prices that are
consistent with said parameters as set out in its application.
4. The proceeds from the transactions authorized herein shall be
used only for the lawful purposes set out in the application.
<PAGE> 16
Nothing contained herein shall be construed as a finding of value for any
purpose or as a warranty on the part of the Commonwealth of Kentucky or any
agency thereof as to the securities authorized herein.
Done at Frankfort, Kentucky, this 22nd day of March, 1995.
By the Commission
ATTEST:
/s/ Don Mills
- --------------------
Executive Director
