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File No. 70-8925
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5 to
Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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THE COLUMBIA GAS SYSTEM, INC. COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA GAS SYSTEM SERVICE CORPORATION COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA LNG CORPORATION COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ATLANTIC TRADING CORPORATION 121 Hill Pointe Drive
12355 Sunrise Valley Drive Suite 100
Suite 300 Canonsburg, PA 15317
Reston, VA 20191-3458
COLUMBIA GULF TRANSMISSION COMPANY
TRISTAR VENTURES CORPORATION COLUMBIA GAS TRANSMISSION CORPORATION
TRISTAR CAPITAL CORPORATION 1700 MacCorkle Avenue, S.E.
TRISTAR PEDRICK LIMITED CORPORATION TRISTAR Charleston, WV 25314
PEDRICK GENERALCORPORATION TRISTAR
BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION COLUMBIA NETWORK SERVICES CORPORATION
TRISTAR VINELAND LIMITED CORPORATION 1600 Dublin Road
TRISTAR VINELAND GENERAL CORPORATION Columbus, OH 43215-1082
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION COMMONWEALTH PROPANE, INC.
TRISTAR GEORGETOWN LIMITED CORPORATION COLUMBIA PROPANE CORPORATION
TRISTAR FUEL CELLS CORPORATION 9200 Arboretum Parkway, Ste 140
TVC NINE CORPORATION Richmond, VA 23236
TVC TEN CORPORATION
TRISTAR SYSTEM, INC. COLUMBIA GAS OF KENTUCKY, INC.
205 Van Buren COLUMBIA GAS OF OHIO, INC.
Herndon, VA 22070 COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA NATURAL RESOURCES, INC COMMONWEALTH GAS SERVICES, INC.
900 Pennsylvania Avenue 200 Civic Center Drive
Charleston, WV 25302 Columbus, OH 43215
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(Names of company or companies filing this statement
and addresses of principal executive offices)
THE COLUMBIA GAS SYSTEM, INC.
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(Name of top registered holding company parent of
each applicant or declarant)
J. W. Trost, Vice President
COLUMBIA GAS SYSTEM SERVICE CORPORATION
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
(Name and address of agent for service)(Other Agents for Service
are Listed on the
Reverse Side of the Front Cover)
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Names and Addresses of Subsidiary Company Agents for Service:
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M. A. CHANDLER, Treasurer S. M. NORDIN, Treasurer
Columbia Natural Resources, Inc. Commonwealth Propane, Inc.
900 Pennsylvania Avenue Columbia Propane Corporation
Charleston, WV 25302 9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
D. DETAR, Treasurer
TriStar Ventures Corporation D. I. GELBAUGH, Vice President
TriStar Pedrick Limited Corporation Columbia Gas of Ohio, Inc.
TriStar Pedrick General Corporation Columbia Gas of Kentucky, Inc.
TriStar Binghamton Limited Corporation Commonwealth Gas Services, Inc.
TriStar Binghamton General Corporation Columbia Gas of Pennsylvania, Inc.
TriStar Vineland Limited Corporation Columbia Gas of Maryland, Inc.
TriStar Vineland General Corporation 200 Civic Center Drive
TriStar Rumford Limited Corporation Columbus, OH 43215
TriStar Georgetown Limited Corporation
TriStar Georgetown General Corporation N. C. Zola, Treasurer
TriStar Fuel Cells Corporation Columbia Gas Transmission Corporation
TVC Nine Corporation Columbia Gulf Transmission Company
TVC Ten Corporation 1700 MacCorkle Avenue,. S. E.
TriStar System, Inc. Charleston, WV 25314
205 Van Buren
Herndon, VA 22070 D. FURLANO, Treasurer
Columbia Network Services
S. T. MACQUEEN, Treasurer 1600 Dublin Road
Columbia LNG Corporation Columbus, OH 43215-1082
12355 Sunrise Valley Drive
Suite 300 ROBERT GUSTAFSON, Controller
Reston, VA 20191-3458 Columbia Energy Services Corporation
Columbia Energy Marketing Corporation
J. W. TROST, Vice President Columbia Service Partners, Inc.
Columbia Gas System Service Corporation 121 Hill Pointe Drive
12355 Sunrise Valley Drive, Suite 300 Suite 100
Reston, VA 20191-3420 Canonsburg, PA 15317
J. W. GROSSMAN, Treasurer
TriStar Capital Corporation
Columbia Atlantic Trading Corporation
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
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(Names and Addresses of Other Agents for Service)
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Item 1. Description of Proposed Transaction
The Application-Declaration as previously filed is hereby amended as
follows:
1. The second full paragraph on page 7 (illustrated below) is to be DELETED
and replaced with the capitalized text that follows:
On June 20, 1995, the Commission issued HCAR No. 26313 in which it
published and solicited public comments on a proposed Rule 58 under
the Act. This proposed rule would permit registered holding companies
and their subsidiaries to acquire securities of companies engaged in
specified Nonutility activities without prior Commission approval.
Accordingly, the proceeds of the financings proposed in this
proceeding could also be used for these additional purposes to the
extent provided for by the proposed Rule 58. To the extent the use of
financing proceeds requested in the application are not covered under
the proposed Rule 58, Columbia would seek Commission approval.
ON JUNE 20, 1995, THE COMMISSION ISSUED HCAR NO. 26313 IN WHICH IT
PUBLISHED AND SOLICITED PUBLIC COMMENTS ON A PROPOSED RULE 58 UNDER
THE ACT. THIS PROPOSED RULE WOULD PERMIT REGISTERED HOLDING COMPANIES
AND THEIR SUBSIDIARIES TO ACQUIRE SECURITIES OF COMPANIES ENGAGED IN
SPECIFIED NONUTILITY ACTIVITIES WITHOUT PRIOR COMMISSION APPROVAL.
ACCORDINGLY, THE PROCEEDS OF THE FINANCINGS PROPOSED IN THIS
PROCEEDING COULD ALSO BE USED FOR ANY ADDITIONAL ACTIVITIES AS
PERMITTED UNDER ANY FINAL RULE OF THE COMMISSION PERMITTING SUCH
ACTIONS. TO THE EXTENT THE USE OF FINANCING PROCEEDS REQUESTED IN THE
APPLICATION ARE NOT COVERED UNDER ANY SUCH RULE, COLUMBIA WOULD SEEK
COMMISSION APPROVAL.
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Page 2
2. The first full paragraph on page 12 under sub-heading 2, "Hedging
Interest Rate Risk for Anticipated Debt Issuance" (illustrated below) is to be
deleted.
Columbia proposes to use two different swap strategies. Under one
swap strategy, Columbia would agree to make payments of interest to a
counter party, payable periodically. The interest would be payable at
a variable or floating rate index and would be calculated on a
notional (i.e., principal) amount. In return, the counter party would
agree to make payments to Columbia based upon the same notional amount
and at an agreed upon fixed interest rate. This would be a
"floating-to-fixed swap" on Columbia's part. Under another swap
strategy, Columbia and the counter party may exchange roles. Columbia
would pay a fixed interest rate and receive a variable interest rate
on a notional amount. This would be a "fixed-to-floating swap" on
Columbia's part. Columbia will enter into Swaps and/or Derivative
Transactions only with creditworthy counter parties.
3. The second full paragraph on page 12 under sub-heading 2, "Hedging Interest
Rate Risk for Anticipated Debt Issuance" (illustrated below) is to be deleted
and replaced with the following paragraph:
Columbia also seeks authorization to enter into an interest rate
hedging program (the "Hedge Program") for anticipated debt issuance
utilizing Derivative Transactions within a limited time prior to the
issuance of long-term debt securities. The Hedge Program for
anticipated debt issuance would only be undertaken pursuant to the
express approval of the Columbia Board of Directors and would only be
authorized to occur within 90 days of the issuance of long term debt
securities.
4. The second full paragraph under Item III.B of the section titled "Filing of
Certificates of Notification" (page 25) is deleted and replaced by the
following:
With respect to transactions under the Hedge Program for
anticipated debt issuances, a Rule 24 certificate of notification
will be submitted to the Commission within 10 business days following
the execution (opening or closing) of a hedge transaction in
connection with any anticipated debt issuance. The report will
include: the trade date; the type of hedge transaction; the notional
principal amount; a description of the transaction; and the material
terms of the underlying instrument. For all other Derivative
Transactions, Columbia will submit within forty-five days following
the close of each fiscal quarter, a report to the Commission
disclosing the trade date; the type of hedge transaction; the notional
principal amount; a description of the transaction; and the material
terms of the underlying instrument.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Post-Effective
Amendment to be signed on their 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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THE COLUMBIA GAS SYSTEM, INC.
DATE: 12-20-96 BY: //s//M. W. O'Donnell
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M. W. O'Donnell, Senior Vice
President & Chief Financial Officer
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COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COMMONWEALTH GAS SERVICES, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA PROPANE CORPORATION
COMMONWEALTH PROPANE, INC.
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA NATURAL RESOURCES, INC.
TRISTAR CAPITAL CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
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COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA NETWORK SERVICES CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
TRISTAR VENTURES CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
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DATE: 12-20-96 BY: //s//J. W. Trost
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J. W. Trost, Vice President
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