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File No. 70-8605
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
TRISTAR VENTURES CORPORATION
20 Montchanin Road
Wilmington, DE 19807
- --------------------------------------------------------------------------------
(Name of Company or 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.
20 Montchanin Road
Wilmington, DE 19807
D. P. DETAR, TREASURER
TriStar Ventures Corporation
20 Montchanin Road
Wilmington, DE 19807
- --------------------------------------------------------------------------------
(Name and Address of Principal Agents for Service)
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The Application-Declaration as filed is hereby further amended as follows:
ITEM 3. Applicable Statutory Provisions
On p. 18, delete the last paragraph and replace it with the following:
"Columbia and TVC currently do not own or operate, nor are they equity
participants in any EWG or any FUCO and Columbia, TVC and TNGV will not be a
company that owns, operates or has an equity participation in an EWG or FUCO as
a result of the approvals requested herein. None of Columbia, TVC and TNGV
will have any rights or obligations under a service, sales or construction
contract with an EWG or FUCO as a result of the proposed transactions
requested herein".
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.
On p. 19, delete the sentence under Item 4(a) and replace it with the
following:
"In the opinion of counsel, no approval or consent of any regulatory
body, including the United States Bankruptcy Court for the District of
Delaware, other than the Commission is necessary for the consummation of the
proposed transaction".
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 signatures of the applicants and of the persons signing on their
behalf are restricted to the information contained in this application which is
pertinent to the application of the respective companies.
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<S> <C> <C>
THE COLUMBIA GAS SYSTEM, INC.
Date: April 24, 1995 By: /s/ L. J. Bainter
------------------------
L. J. Bainter
Treasurer
TRISTAR VENTURES CORPORATION
Dated: April 24, 1995 By: /s/ D. P. Detar
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D. P. Detar
Treasurer
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EXHIBIT INDEX
(a) Exhibits
F Opinion of Counsel
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Exhibit F
April 21, 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. 70-8605
----------------------------------
As Counsel for The Columbia Gas System, Inc. ("Columbia"), a Delaware
corporation and a 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 an Exhibit to the Joint Application-Declaration on Form
U-1 (File No. 70-8605) of Columbia and its subsidiary, TriStar Ventures
Corporation ("TVC"), a Delaware corporation, as amended (the Application and
amendments hereinafter referred to collectively as the "Application") relating
to:
1) the issue by TVC and acquisition by Columbia of up to $7
million in shares of common stock, $25 par value, at or above
par value, which $7 million is to be used by TVC solely to
make investments in a wholly-owned subsidiary corporation
("TNGV") for natural gas vehicle ("NGV") activities;
2) the issue by TNGV and acquisition by TVC of up to $7 million
in shares of common stock, $25 par value, at or above par
value;
3) the investment by TNGV of the $7 million to engage in NGV
activities directly or indirectly through joint arrangements
with nonassociates, which may include:
a) entering into written contracts to provide goods and
services for NGV activities;
b) entering into contracts with subcontractors to
provide goods and services for NGV activities;
c) acquiring an ownership interest in corporations or
other entities established to engage in NGV
activities;
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d) establishing wholly-owned limited purpose subsidiary
corporations to invest and participate in joint
arrangements established to engage in NGV activities;
e) lending funds to, or guaranteeing borrowings by,
nonassociates to enable them to engage in NGV
activities; and
f) obtaining third party debt financing by an entity,
other than a wholly-owned special purpose subsidiary,
in which TNGV has an ownership interest.
The above items 1 through 3, as are more fully described in the
Application, are hereinafter referred to as the "Proposed Transactions."
In connection with the above, I have examined:
(i) the Application;
(ii) a copy of the Restated Certificate of Incorporation
of Columbia and the Certificate of Incorporation of
TVC;
(iii) the Order of the U. S. Bankruptcy Court for the
District of Delaware dated August 2, 1991; and
(iv) such other documents, records and matters of law as I
deemed necessary to enable me to render this Opinion.
Based upon the foregoing and relying thereupon, I am of the opinion
that, assuming (i) the Proposed Transactions are consummated in accordance with
the Application, and (ii) all taxes and government charges in connection with
such transactions are paid:
(a) all state laws applicable to the Proposed Transactions will
have been complied with;
(b) the common stock to be issued by TVC, TNGV, and any TNGV
subsidiary will be fully paid, non-assessable, and Columbia,
TVC, or TNGV as the respective holder thereof will be entitled
to the rights and privileges appertaining thereto as set forth
in the charter of the issuing company; and
(c) the consummation of the Proposed Transactions will not violate
the legal rights of the holders of any securities issued by
Columbia, TVC, TNGV or any associate company thereof.
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I hereby consent to the filing of this opinion as an Exhibit to the
Application.
Very truly yours,
/s/ Joyce Koria Hayes
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Joyce Koria Hayes, Esquire
Associate General Counsel &
Assistant Secretary
Columbia Gas System Service Corporation
