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FORM 8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event Reported) May 1, 1995
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THE COLUMBIA GAS SYSTEM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-1098 13--1594808
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(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20 Montchanin Road, Wilmington, Delaware 19807
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(Address of principal executive offices)
Registrant's telephone number, including area code (302) 429-5000
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Item 5. Other Events
Information contained in three News Releases; one dated April 27,
1995, and two dated April 28, 1995, is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
The Columbia Gas System, Inc.
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(Registrant)
By /s/ R. E. Lowe
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R.E. Lowe
Vice President and
Controller
Date: May 1, 1995
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Contacts: Media - W. R. McLaughlin (302) 429-5443
H. W. Chaddock (302) 429-5261
Analysts - T. L. Hughes (302) 429-5363
K. P. Murphy (302) 429-5471
FOR IMMEDIATE RELEASE April 27, 1995
COLUMBIA GAS ASKS BANKRUPTCY COURT TO APPROVE PRODUCER SETTLEMENT
WILMINGTON, DEL. -- Columbia Gas Transmission Corporation and The
Columbia Gas System, Inc., (NYSE:CG) today asked the Bankruptcy Court in
Delaware to approve a settlement agreement with major producer creditors of
Columbia Gas Transmission that is a cornerstone of the Chapter 11 reorganiza-
tion plans filed by the two companies on April 17, 1995.
The agreement is signed by virtually all of the largest producer
creditors who filed claims against Columbia Transmission. These producers
represent more than 80 percent of the producer creditor claims filed against
Columbia Transmission and 80 percent of the approximately $1.2 billion that its
amended reorganization plan proposes to distribute to resolve producer claims.
The court's approval of the settlement will allow both companies to
take a significant step towards confirmation of their reorganization plans
while also providing a process whereby other non-settling producers can resolve
their claims on the same basis as the settling producers.
The two companies have asked the court to hold hearings on the
settlement on June 15 and 16, 1995. They also asked the court to defer further
proceedings in the previously-established claims estimation process until after
the court has ruled on approval of the producer settlement.
The Columbia Gas System, Inc., and Columbia Gas Transmission
Corporation have been operating as debtors in possession under Chapter 11 of
the U. S. Bankruptcy Code since July 31, 1991.
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Contacts: Media - W. R. McLaughlin (302) 429-5443
H. W. Chaddock (302) 429-5261
Analysts - T. L. Hughes (302) 429-5363
K. P. Murphy (302) 429-5471
(FOR RELEASE AFTER 1 P.M. EDT) April 28, 1995
COLUMBIA SHAREHOLDERS TOLD POSITIVE OPERATING RESULTS DEMONSTRATE
BUSINESS UNITS 'IN TUNE WITH NEW COMPETITIVE MARKETPLACE'
REORGANIZATION PLANS TERMED 'WATERSHED EVENT' FOR COLUMBIA
WILMINGTON, DEL. -- Chairman John H. Croom told shareholders attending
the annual meeting of The Columbia Gas System, Inc., (NYSE:CG) here today that
the company's operating units are "in tune with the new competitive
marketplace" and that this is demonstrated by the System's positive operating
results.
Speaking at his 11th Shareholders' Meeting as chairman, chief
executive officer and president, Croom, who retires at the end of April, termed
the recent filing of Chapter 11 reorganization plans by the Corporation and
Columbia Gas Transmission Corp., its principal pipeline subsidiary, a
"watershed event." He described it as "more than a significant step towards
returning the Corporation to a more normal course of business. It is the final
step in a process that replaces our company's old utility-mind-set-driven
business and its legacies of non-market-sensitive gas contracts with a vibrant,
flexible, cost-efficient corporation."
Oliver G. Richard III, who becomes the Corporation's chairman, chief
executive officer and president at the close of business today, was introduced
to shareholders at the meeting.
During the meeting, Croom announced that he was resigning as a
director of the Corporation because "I feel strongly that my successor should
have the freedom to employ his own initiatives and have accountability to an
independent board of outside directors."
Croom said Columbia's business units have been able to stay in the
vanguard of the industry while operating under
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Chapter 11 because of an effective strategic planning process implemented in
the mid-1980s, the initiation of continuous improvement programs that have
enabled the operating units to be more efficient and effective, and a new
forward-looking, can-do corporate culture.
FINANCIAL OUTLOOK
Chief Financial Officer Michael W. O'Donnell reported preliminary
results for the first quarter of 1995 which he said were "strong" due to the
fundamental strength of the Corporation's basic business units. He said final
first quarter results would be released in about a week.
O'Donnell projected that net income for the first quarter of 1995
would be approximately $129 million or $2.55 per share. He pointed out this is
only slightly below actual earnings of $135 million or $2.66 per share during
the first quarter of 1994, which were "among the strongest" the company ever
recorded. Adjusted for unusual items, bankruptcy-related charges and
unrecorded interest expense, net income for the quarter is expected to be $96
million or $1.90 a share, which is $7 million below adjusted income for the
previous period.
O'Donnell said he was particularly encouraged by the quarter's results
since they were attained despite average weather being 12 percent warmer and
gas prices 18 percent lower than during the same period last year.
He estimated transmission segment operating income for the first
quarter would be about $77 million, down $10 million from the first quarter of
1994; distribution income would be approximately $116 million, a $4 million
improvement; and the oil and gas segment, which had operating income of $12
million in the first quarter of 1994, would experience a loss of about $50,000.
O'Donnell told shareholders that the positive operating results
Columbia has experienced over the past three years while operating under
Chapter 11 are "the building blocks for the Chapter 11 reorganization plans."
He said the Corporation is confident that it will emerge from Chapter
11 with investment grade debt ratings. He pointed to earnings that have
improved from $1.01 per share in 1992 to $4.76 per share last year and to the
more than $1 billion that has been invested in Columbia's business units and
the more than $1.5 billion of cash that has been accumulated since filing for
Chapter 11.
O'Donnell emphasized the favorable position that confirmation of the
reorganization plans will provide the Corporation. He said that in addition to
the substantial claims
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filed by producers against Columbia Gas Transmission Corp., the plan resolves
most of the other significant liabilities pending against the company,
including regulatory litigation dating back to the early 1980s and all tax
issues prior to 1990. "The removal of these contingencies gives us added
strength," O'Donnell said.
The Columbia Gas System, Inc., is one of the nation's largest
diversified natural gas companies. Subsidiary companies are engaged in the
exploration, production, distribution, purchase, storage and transmission of
natural gas and other energy operations, such as cogeneration. The Corporation
and Columbia Transmission have been operating as debtors-in-possession under
Chapter 11 of the Bankruptcy Code since July 31, 1991. Both companies filed
plans of reorganization April 17, 1995.
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Contacts: Media - W. R. McLaughlin (302) 429-5443
H. W. Chaddock (302) 429-5261
Analysts - T. L. Hughes (302) 429-5363
K. P. Murphy (302) 429-5471
FOR IMMEDIATE RELEASE April 28, 1995
COLUMBIA SHAREHOLDERS ELECT DIRECTORS AND ACCOUNTANTS;
CORPORATE CHARTER AMENDMENT FAILS TO GET NEEDED MAJORITY
WILMINGTON, DEL. -- Shareholders of The Columbia Gas System, Inc.,
(NYSE:CG) reelected five outside directors to three-year terms and approved
Arthur Andersen LLP as its independent public accountants at their annual
meeting here today.
Although approved by a substantial majority of the votes cast by
shareholders, an amendment to the company's Certificate of Incorporation that
had been proposed to permit implementation of a shareholder rights plan failed
because passage required a majority of the 50.6 million shares of common stock
that are outstanding.
The rights plan was proposed to give the Board of Directors additional
flexibility in deterring any opportunistic acquirer who might seek to take
advantage of the fact that the true value of the company might be discounted as
it emerges from Chapter 11.
Directors that were reelected were:
Richard F. Albosta, 58, consultant and former chairman, president and
chief executive officer of Enserch Environmental Corp.; Malcolm Jozoff, 55,
chairman and chief executive officer of Lenox Incorporated; George P.
MacNichol, III, 71, retired officer and director of Libbey-Owens-Ford Company;
Gerald E. Mayo, 62, chairman, president and chief executive officer of Midland
Financial Services; and Douglas E. Olesen, 56, president and chief executive
officer of Battelle Memorial Institute.
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