<PAGE> 1
February 9, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Certificate 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. 70-8219
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 September 29, 1993, June 6 and August 11, 1994 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 October 1,
1994 through December 31, 1994 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 order issued by the Pennsylvania Public Utility
Commission dated December 1, 1994, Docket No. S-94070.
<PAGE> 2
SUBSIDIARY FINANCING
($000)
<TABLE>
<CAPTION>
Aggregate Amount Maximum Amount
Under Application During Quarter
------------------------------ ---------------------------------
Installment Intrasystem
Common Long-Term Short-Term Money Pool
Company Stock Debt Debt Deposits
---------------- ----------- ------------- ------------ --------------
<S> <C> <C> <C> <C>
$000 $000 $000 $000
CKY . . . . . . . . . . . . ** ** 7,764 -0-
COH . . . . . . . . . . . . ** ** 120,211 -0-
CMD . . . . . . . . . . . . * 4,800 1,463 210
CPA . . . . . . . . . . . . ** ** 26,269 -0-
CNR . . . . . . . . . . . . * 10,000 -0- 12,279
CGT . . . . . . . . . . . . * -0- 4,379 15,514
CGD . . . . . . . . . . . . * 10,000 840 5,197
CS . . . . . . . . . . . . * -0- 2,567 8,969
CPI . . . . . . . . . . . . * 4,000 3,358 1,019
CLG . . . . . . . . . . . . 2,988 * 26,700 4,008
CPC . . . . . . . . . . . . * * -0- 662
CES . . . . . . . . . . . . * * -0- 13,138
CGC . . . . . . . . . . . . * 500 -0- 2,743
CAT . . . . . . . . . . . . * * * 660
TVC . . . . . . . . . . . . 0 * * 7,047
TCC*** . . . . . . . . . . * * * 45
</TABLE>
- ----------------------
* Authorization for such financing not requested in Application.
** Reported via Form U-6B-2 pursuant to Rule 52.
*** Requested 1.1MM of financing in the form of capital contributions
utilized $1,075,000.
<PAGE> 3
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. Attached is the past tense opinion of counsel for Columbia.
Very truly yours,
THE COLUMBIA GAS SYSTEM, INC.
By: /s/ L. J. Bainter
--------------------------------------
L. J. Bainter, Treasurer
COLUMBIA GAS OF OHIO, INC. (COH)
COLUMBIA GAS OF PENNSYLVANIA, INC. (CPA)
COLUMBIA GAS OF KENTUCKY, INC. (CKY)
COLUMBIA GAS OF MARYLAND, INC. (CMD)
COLUMBIA GULF TRANSMISSION COMPANY (CGT)
COLUMBIA GAS DEVELOPMENT CORPORATION (CGD)
COMMONWEALTH PROPANE, INC. (CPI)
COLUMBIA GAS SYSTEM SERVICE CORPORATION (CS)
COLUMBIA NATURAL RESOURCES, INC. (CNR)
TRISTAR VENTURES CORPORATION (TVC)
COLUMBIA ATLANTIC TRADING CORPORATION (CAT)
COLUMBIA LNG CORPORATION (CLG)
COLUMBIA PROPANE CORPORATION (CPC)
COLUMBIA COAL GASIFICATION CORPORATION (CGC)
COLUMBIA ENERGY SERVICES CORP. (CES)
TRISTAR CAPITAL CORPORATION (TCC)
By: /s/ L. J. Bainter
--------------------------------------
L. J. Bainter, Vice President
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.
15. Exempt from provisions of Section 6(a) under Rule 52.
<PAGE> 5
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 DECEMBER 31, 1994
<TABLE>
<CAPTION>
Aggregate Amount
Issued Under Exemption Maximum Amount
from October 1, 1993 Outstanding During Quarter
----------------------------------------- ---------------------------------
Installment Short-Term Intrasystem
Company Common Stock Promissory Notes* Debt** Money Pool**
------- ------------ ----------------- ------------ ------------
<S> <C> <C> <C> <C>
$000 $000 $000 $000
CKY -0- 15,100 *** ***
COH -0- 73,100 *** ***
CPA -0- 15,900 *** ***
COS -0- 41,200 16,763 -0-
</TABLE>
- ----------------------
* Interest Rate = 8.50%
Maturity Date - April 1, 2004
** Interest Rate = 4.93% to 5.52%
Maturity Date - April 30, 1995
*** Reported pursuant to Rule 24
<PAGE> 7
PENNSYLVANIA
PUBLIC UTILITY COMMISSION
HARRISBURG, PA 17105-3265
Public Meeting held December 1, 1994
Commissioners Present:
David W. Rolka, Chairman
Joseph Rhodes, Jr., Vice-Chairman
John M. Quain
Lisa Crutchfield
John Hanger
Securities Certificate of Columbia Gas of Docket No. S-940470
Pennsylvania, Inc., for the issuance of notes
in a principal amount not to exceed $15.9 million.
ORDER
BY THE COMMISSION:
On November 2, 1994, Columbia Gas of Pennsylvania Gas of Pennsylvania,
Inc., ("Columbia") filed for registration pursuant to Chapter 19 of the Public
Utility Code, 66 Pa. C.S. Section 1901, et seq., a Securities Certificate for
the issuance of promissory notes, not in excess of the principal amount of
$15.9 million.
Columbia proposes to issue the notes at one or more times prior to
December 31, 1994, to its parent, Columbia Gas System, Inc. The notes will
provide the permanent financing for the utility's 1994 construction program and
for general corporate purposes. The principal is to be repaid 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.
<PAGE> 8
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 $15.9 million is
hereby registered.
2. That Columbia Gas of Pennsylvania, Inc., be, and hereby is, directed
to file with this Commission within 60 days of the 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: December 1, 1994
ORDER ENTERED: December 1, 1994
<PAGE> 9
January 26, 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. 70-8219
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. 70-8219) of Columbia and certain
of its subsidiary companies, including Columbia Gas of Ohio, Inc., Columbia Gas
of Kentucky, Inc., Columbia of Pennsylvania, Inc., Commonwealth Gas Services,
Inc., Columbia of Maryland, Inc., Columbia LNG Corporation, Columbia Gas
Development Corporation, Columbia Gulf Transmission Company, Columbia Atlantic
Trading Corporation, Columbia Coal Gasification Corporation, Columbia Gas
Development of Canada, Ltd., Commonwealth Propane, Inc., Columbia Propane
Corporation, Columbia Gas System Service Corporation, TriStar Ventures
Corporation, TriStar Capital Corporation, and Columbia Natural Resources, Inc.
(hereinafter referred to collectively as the "Subsidiaries"), relating to:
1. the issuance by certain Subsidiaries and purchase by Columbia of
Installment Promissory Notes (the "Notes") to provide such Subsidiaries
with funds to finance their capital expenditures program for 1993 and 1994
not to exceed the amounts as are more fully described in the
Joint-Application Declaration as amended by Post-Effective Amendments No.
1 to 5 (hereinafter referred to collectively as the
"Application-Declaration");
2. advances by Columbia, evidenced by short-term notes, from time to time as
required prior to December 31, 1994, to the respective Subsidiaries for
such Subsidiaries' purchases of gas and liquid hydrocarbon inventories, and
for other short term requirements, up to specified amounts, as are more
fully described in the Application-Declaration (hereinafter referred to as
"Advances"); and
3. loans to and borrowing from the Intrasystem Money Pool from, evidenced by
Money Pool Notes, time to time through December 31, 1994.
<PAGE> 10
The above items, 1 through 3, as more fully described in the
Application-Declaration, are hereinafter referred to as the "Proposed
Transactions."
In connection with the above, I have examined:
(i) The Application-Declaration;
(ii) a copy of the Restated Certificate of Incorporation of Columbia, as
amended;
(iii) the Order of the U.S. Bankruptcy Court for the District of Delaware
dated August 2, 1991 authorizing ordinary course financing between
Columbia and the Subsidiaries;
(iv) 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 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), superseding 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
Nos. 35-25380);
(vi) the Orders of the Commission dated September 29, 1993, June 6, 1994 and
August 11, 1994 permitting portions of the Application-Declaration to
become effective; 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, assuming all taxes and Government charges in connection with such
transactions are paid:
(a) all state laws applicable to the Proposed Transaction have been
complied with;
(b) Columbia has received an Order from the Bankruptcy Court for
the acquisition of the Short-Term Notes or Advances of the
Subsidiaries in accordance with Orders issued by this
commission in accordance with pre-petition practice;
(c) the Short-Term Notes and Advances issued by certain of the
Subsidiaries as part of the Proposed Transactions indicated
above are valid and binding obligations of
<PAGE> 11
such Subsidiaries in accordance with the terms of said
Short-Term Notes and Advances, and Columbia legally acquired
such Short-Term Notes and Advances;
(d) Subsidiaries which advanced funds under the terms of the Money
Pool had a valid claim against each of the Subsidiaries, to
whom funds were advanced pursuant to the Money Pool, for the
amounts so advanced;
(e) the consummation of the Proposed Transaction did not violate
the legal rights of the holders of any securities issued by
Columbia or the Subsidiaries, or by any associate company
thereof, and
(f) the Proposed Transaction was carried out in accordance with the
Application-Declaration.
I hereby consent to the filing of this opinion together with
the Certificate of the corporation filed pursuant to Rule 24.
Very truly yours,
/s/ Joyce Koria Hayes
------------------------------
Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System
Service Corporation
