<PAGE> 1
File No. 70-8565
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4 to Form U-1
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, Delaware 19807
- --------------------------------------------------------------------------------
(Name of Company or Companies Filing This Statement
and Addresses of the Principal Executive Offices)
THE COLUMBIA GAS SYSTEM, INC.
- --------------------------------------------------------------------------------
(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, Delaware 19807
- --------------------------------------------------------------------------------
(Name and Address of Principal Agent for Service)
<PAGE> 2
PAGE 2
The Declaration as previously filed is hereby amended as follows:
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
(a) State (1) the fees, commissions and expenses paid or
incurred, or to be paid or incurred, directly or indirectly, in connection with
the proposed transaction by the applicant or declarant or any associate company
thereof, and (2) if the proposed transaction involves the sale of securities at
comopetitive bidding, the fees and expenses to be paid to counsel selected by
applicant or declarant to act for the successful bidder.
There are set forth below the estimated fees and expenses
expected to be incurred in connection with the proposed transaction. All
payments for professional services are subject to the approval of the
Bankruptcy Court pursuant to the Code.
<TABLE>
<S> <C>
Securities and Exchange Commission
Filing Fee ............................... $ 2,000.00
Services of Columbia Gas System Service
Corporation .............................. 25,000.00
Services of Cravath, Swaine & Moore, special
counsel for Columbia ..................... 140,000.00
Services of Stroock & Stroock & Lavan, bank-
ruptcy counsel for Columbia .............. 25,000.00
Services of Salomon Brothers Inc, Investment Advisor
to Columbia ................................. (1)
Services of Smith Barney Incorporated, Investment
Advisor to the Official Committee of Equityholders (1)
Total ........................... $192,000.00
===========
</TABLE>
(1) The Investment Advisors receive no additional or separate compensation
with respect to advice concerning the Rights Plan. Pursuant to Order
of the Bankruptcy Court, Salomon Brothers Inc receives a monthly
retainer of $150,000 and Smith Barney Incorporated receives a monthly
retainer of $100,000.
(b) If any person to whom fees or commissions have been or are to be
paid in connection with the proposed transaction is an associate company or an
affiliate of any applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
<PAGE> 3
PAGE 3
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
F Opinion of Counsel
<PAGE> 4
PAGE 4
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: April 7, 1995 By: /s/ Joyce Koria Hayes
-----------------------------------------
Joyce Koria Hayes
Attorney-in-fact and Assistant Secretary
<PAGE> 5
PAGE 1
EXHIBIT INDEX
F. Opinion of Counsel
<PAGE> 1
PAGE 1
Exhibit F
April 6, 1995
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Columbia Gas System, Inc.
File No. 70-8565
Gentlemen:
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 Exhibit F to the Declaration on Form U-1 (File No.
70-8565).
Said Declaration relates to Columbia's amendment to its Certificate of
Incorporation ("Charter") to change the description of preferred stock, as
presently authorized, and its adoption and implementation of a shareholder
rights plan ("Rights Plan") (collectively, these actions are hereinafter
referred to as the "Proposed Transactions"). The proposed Charter amendments
would delete these provisions from the description of preferred stock and allow
the voting rights, liquidation rights, and dividend provisions to be set forth
in the individual certificates of designation to be adopted and filed with
respect to each issue of Preferred Stock. The par value of the Preferred Stock
would also be reduced to ten dollars ($10.00). These amendments will be
reflected in a certificate of amendment to be filed with the Secretary of State
for the State of Delaware following their approval by stockholders and receipt
of necessary Bankruptcy and Commission approvals. Immediately thereafter, the
Rights Plan, as more fully described in the Declaration, would be implemented by
the filing with the Secretary of State for the State of Delaware, of a
certificate of designation for a Series A Participating Preferred Stock. Under
the Rights Plan, upon a triggering event, shareholders will have the right to
purchase multiple fractions of the Series A Preferred Stock, which fractions
will have voting and dividend rights equivalent to Columbia's stock, as
described in more detail in the Declaration.
In connection with the above, I have examined:
(a) the Declaration and the form of Rights Agreement attached thereto;
(b) a copy of the Corporation's Restated Certificate of Incorporation and
Bylaws, as amended;
<PAGE> 2
PAGE 2
(c) the minutes of the Columbia Board of Directors for the meetings held
on January 18, 1995 (with the form of Certificate of Amendment
attached thereto) and February 15, 1995;
(d) the Commission's order authorizing the solicitation of proxies dated
March 3, 1995; and
(e) 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 Declaration and (ii) all taxes and Government charges in connection with
such transactions are paid:
(1) Columbia is a duly organized and a validly existing Delaware
corporation;
(2) When:
(i) A majority of outstanding common stock of
Columbia has been voted in favor of the
Charter Amendment at a meeting of
stockholders duly called and held;
(ii) the Commission has issued a favorable order
under the Act permitting Proposed Transactions;
(iii) Columbia has received the necessary
Bankruptcy Court order authorizing the
Proposed Transactions; and
(iv) the Certificate of Amendment to the Charter
and the Certificate of Designation for the
Series A Preferred Stock have been filed with
the Secretary of State of the State of
Delaware.
Then:
(a) the Rights to be issued pursuant to the
Rights Plan will have been duly authorized by
the Corporation and will have been validly
issued and will be fully paid and
nonassessable and the issuance of such Rights
will not be subject to any pre-emptive or
similar rights.
(b) all state laws applicable to the Proposed
Transactions will have been complied with; and
(c) the consummation of the Proposed Transactions
will not have violated the
<PAGE> 3
PAGE 3
legal rights of the holders of any securities
issued by Columbia, or any of its
subsidiaries, or by any associate company
thereof.
(3) If a triggering event should occur and the
Corporation has received payment for said
Preferred Stock and the certificates
representing the shares of Series A Preferred
Stock having the seal of the Corporation or a
facsimile thereof affixed thereto or
reproduced thereon have been executed by the
manual or facsimile signature of the proper
officers of the Corporation,
Then:
(a) the Series A Preferred Stock will have been
issued, delivered, and paid for, will have
been validly issued and will be fully paid
and non-assessable, and the issuance of such
stock will not be subject to any pre-emptive
or similar rights;
(b) all state laws applicable to the Proposed
Transactions will have been complied with; and
(c) the consummation of the Proposed Transactions
will not have violated the legal rights of
the holders of any securities issued by
Columbia, or any of its subsidiaries, or by
any associate company thereof.
I hereby consent to the filing of this Opinion as an Exhibit to the
Declaration.
Very truly yours,
/s/ Joyce Koria Hayes
-----------------------------------
Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System Service Corporation
\SEC.exF
