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File No. 70-8627
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
AMENDMENT NO. 3
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, DE 19807
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(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
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(Name and Address of Principal Agent for Service)
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The Application-Declaration, as previously filed and amended, is
hereby further amended adding the following exhibits:
Item 6. Exhibits and Financial Statements
D-3 Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
(filed herewith by incorporation by reference to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 filed in
File No. 1-1098 on August 11, 1995)
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 COLUMBIA GAS SYSTEM, INC.
Date: August 11, 1995 By: /s/ L. J. Bainter
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L. J. Bainter
Treasurer
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EXHIBIT INDEX
(a) Exhibits
D-3 Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
(filed herewith by incorporation by reference to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 filed in
File No. 1-1098 on August 11, 1995)
F Opinion of Counsel
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Exhibit F
August 11, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Columbia Gas System, Inc.
File No. 70-8627
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, as amended (the "Act"), and at its request, I
deliver to you this opinion for filing as an Exhibit to Amendment No. 3 to the
Application-Declaration on Form U-1 (File No. 70-8627) filed by Columbia
relating to certain proposed transactions and financial arrangements in
connection with the reorganization of Columbia and its principal pipeline
subsidiary, Columbia Gas Transmission Corporation ("Columbia Transmission").
Columbia and Columbia Transmission (collectively sometimes referred to
hereinafter as the "Companies") have been operating as debtors-in-possession
pursuant to Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy
Code") since their concurrent filings thereunder on July 31, 1991.
On April 17, 1995, the Companies respectively filed with the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court") their proposed plans of reorganization and disclosure statements
pursuant to Chapter 11 of the Bankruptcy Code. On June 14, 1995, the Companies
filed with the Bankruptcy Court amended versions of their respective plans of
reorganization and disclosure statements (as to Columbia Transmission, the "TCO
Plan" and "TCO Disclosure Statement"). On July 27, 1995, Columbia filed a
further amended reorganization plan and disclosure statement with the
Bankruptcy Court (the "Columbia Plan" and "Columbia Disclosure Statement,"
respectively).
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Securities and Exchange Commission
August 4, 1995
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The Application-Declaration, as amended by Amendments No. 1,
No. 2 and No. 3 (the "Declaration"), describe the following proposed
transactions (collectively, the "Proposed Transactions")(1):
(i) Columbia's (a) acquisition of up to $1.5 billion in new TCO
Mortgage Bonds in partial settlement of Columbia's secured
claim against TCO and (b) capital contribution to TCO of
approximately $1 billion to fund payments pursuant to the TCO
Plan and to permit a recapitalization of TCO;
(ii) Columbia's guarantee (the"TCO Guarantee") of TCO's payments of
(a) a settlement with its customer-creditors and (b) the
distribution percentage of ultimately allowed claims of other
unsecured creditors, including producer-creditors who do not
accept the settlement amounts proposed in the TCO Plan;
(iii) the possible issuance by Columbia of its common stock in order
to fund distributions pursuant to the TCO Plan and TCO
Guarantee;
(iv) as part of the implementation of the Columbia Plan, the
issuance by Columbia of up to $3.25 billion in debt, comprised
of (a) up to $2.1 billion in New Indenture Securities to be
issued pursuant to the New Indenture and (b) up to $1.15
billion in aggregate amount pursuant to the Bank Facilities;
(v) as part of the implementation of the Columbia Plan, the
issuance by Columbia of up to $400 million of equity,
comprised of the issuance of up to $200 million each of (a)
Preferred Stock and (b) Dividend Enhanced Convertible
SecuritiesTM ("DECS");
(vi) the possible redemption by Columbia, at its option and for
cash, in whole or in part, the DECS and Preferred Stock issued
pursuant to the Columbia Plan and, for purposes of funding
such repurchase, if necessary, the issuance and sale by
Columbia of up to $16 million of Columbia preferred stock or
common stock
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(1) Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Declaration.
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Securities and Exchange Commission
August 4, 1995
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("Additional Columbia Equity") subject to a reservation of
jurisdiction over the terms of any preferred stock which
might be issued;
(vii) the repurchase by Columbia of the LESOP Shares and the reissue
and/or sale thereof as described in the Declaration;
(viii) the possible issuance by Columbia, at its option, of Columbia
common stock to fund payments to successful Opt-out Claimants
pursuant to the Securities Litigation Settlement; and
(ix) amendment and restatement of Columbia's certificate of
incorporation.
In connection with the above, I have examined:
(A) the Declaration;
(B) copies of the Columbia Plan and the TCO Plan;
(C) copies of the Columbia Disclosure Statement and the TCO
Disclosure Statement; and
(D) such other documents, records and matters of law as I deemed
necessary to enable me to render this opinion.
As to any facts material to this opinion that I did not
independently establish or verify, I have relied upon statements and
representations of the Companies and their respective officers and other
representatives. In connection with this opinion, I also have assumed that
prior to implementation of a Proposed Transaction:
(a) the order ("Order") of the Commission permitting the
Application-Declaration to become effective will have been
issued and the report issued by the Commission (whether
separate or consisting of the Order) will have been mailed to
all claimants to whom solicitations of consents to the
Columbia Plan of Reorganization are sent.
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Securities and Exchange Commission
August 4, 1995
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(b) the Columbia Plan and the TCO Plan, providing for the Proposed
Transactions in substantially the form described in the
Declaration, will have been confirmed by final and
nonappealable order of the Bankruptcy Court;
(c) each of the Proposed Transactions to which either Company is a
party will have been duly authorized by all requisite
corporate action on the part of such Company and any other
party thereto;
(d) each document required for the implementation of a Proposed
Transaction will have been duly authorized by all requisite
corporate action on the part of the Company which is party
thereto and of any other party thereto and will have been duly
executed and delivered and/or filed on behalf of such Company
and other parties, including necessary filings by Columbia
with the Secretary of State of the State of Delaware and with
any state requiring such filings in connection with a Proposed
Transaction involving a distribution of securities;
(e) the Proposed Transactions are consummated in accordance with
the provisions set forth in the Columbia Plan, the TCO Plan,
the Columbia Disclosure Statement, the TCO Disclosure
Statement and the Declaration; and
(f) all taxes and government charges in connection with the
Proposed Transactions are fully paid.
Based on the foregoing and relying thereon, I am of the opinion that:
(1) all state laws applicable to the Proposed Transactions will
have been complied with;
(2) Columbia and Columbia Transmission are validly organized and
duly existing corporations in their respective states of
incorporation;
(3) the TCO Guarantee will be a valid and binding obligation of
Columbia in accordance with its terms;
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Securities and Exchange Commission
August 4, 1995
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(4) the TCO Mortgage Bonds to be issued by Columbia Transmission
will be valid and binding obligations of Columbia Transmission
in accordance with their terms, and Columbia will have legally
acquired the TCO Mortgage Bonds;
(5) the notes or other evidence of indebtedness to be issued by
Columbia in establishing and making borrowings under the Bank
Facilities will be valid and binding obligations of Columbia
in accordance with their terms;
(6) the New Indenture Securities to be issued by Columbia will be
valid and binding obligations of Columbia in accordance with
their terms;
(7) Columbia will legally acquire the LESOP Shares;
(8) the Preferred Stock, DECS and the Additional Columbia Equity,
if any, will be validly issued, fully paid and nonassessable,
and the holders thereof will be entitled to the rights and
privileges respectively pertaining thereto as set forth in, as
the case may be, the Columbia's Restated Certificate of
Incorporation or other document defining such rights and
privileges; and
(9) the consummation of the Proposed Transactions will not violate
the legal rights of the holders of any securities issued by
Columbia or any associate company thereof.
I hereby consent to the filing of this opinion as an Exhibit
to Amendment No. 3 to the Declaration.
Very truly yours,
/s/ Joyce Koria Hayes
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Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
