<PAGE> 1
April 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Dear Sirs:
Interim Report Under Rule 24 of the
Public Utility Holding Company Act of 1935
The Columbia Gas System, Inc.
File No. 70-8627
In compliance with the terms and conditions of Rule 24 of the
Public Utility Holding Company Act of 1935, the declarant, The Columbia Gas
System, Inc. ("Columbia"), hereby certifies that pursuant to the Orders of the
Commission dated August 25, 1995 and March 15, 1996, Columbia issued and sold a
total of 5,750,000 shares of its common stock, $10 par value per share. The
sales consisted of 4,333,845 newly issued shares and 1,416,155 shares
previously held by Columbia as treasury stock. Of the total, 4,600,000 shares
were sold in a negotiated offering to a group of U.S. underwriters represented
by: Salomon Brothers Inc, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Smith Barney Inc. (the "U.S. Representatives") and
1,150,000 shares to a group of international underwriters represented by
Salomon Brothers International Limited, Goldman Sachs International, Merrill
Lynch International Limited and Smith Barney Inc. (the "International
Representatives").
The terms of the transactions are listed below:
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to Total ($) Total ($)
Date of Shares Public Discount Company Total Price Underwriting Proceeds
Issuance Sold ($ per share) ($ per share) ($ per share) to Public ($) Discount to Company*
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
3/19/96 5,000,000 43.00 1.40 41.60 215,000,000 7,000,000 208,000,000
3/26/96 750,000 43.00 1.40 41.60 32,250,000 1,050,000 31,200,000
------------------------------------------------------------------------------------------------------------------
Total . . . . . 5,750,000 247,250,000 8,050,000 239,200,000
</TABLE>
* Before expenses, estimated at $303,500
Copies of the U.S. and International Prospectuses, both dated
March 11, 1996, and the accompanying Prospectus Supplements, dated March 14,
1996, were filed with the Commission on March 15, 1996 pursuant to Rule
424(b)(4) of the Securities Act of 1933. The U.S. Underwriting Agreement dated
March 14, 1996 between Columbia and the U.S. Representatives, and the
International Underwriting Agreement dated March 14, 1996 between Columbia and
the International Representatives are filed herewith as Exhibits A-1 and A-2,
respectively.
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The undersigned certifies that the above-mentioned transaction
has been carried out in accordance with the terms and conditions of, and for
the purposes represented by the Declaration, as amended, filed by Columbia with
the Commission and the Orders of the Commission with respect thereto.
Very truly yours,
THE COLUMBIA GAS SYSTEM, INC.
By: //s// L. J. Bainter
-----------------------------------
L. J. Bainter, Treasurer
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EXHIBIT INDEX
A-1 U.S. Underwriting Agreement
A-2 International Underwriting Agreement
F-3 Opinion of Counsel
<PAGE> 1
The Columbia Gas System, Inc.
4,000,000 Shares of Common Stock
$10 par value per Share
U.S. UNDERWRITING AGREEMENT
New York, New York
March 14, 1996
To the Representatives
named in Schedule I
hereto of the Under-
writers named in
Schedule II hereto
Dear Sirs:
The Columbia Gas System, Inc., a Delaware corporation (the "Company"),
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters"), for whom you (the "Representatives") are acting as
representatives, (1) the principal amount, if any, of its debt securities (the
"Debentures") identified in Schedule I hereto, to be issued under an indenture
(the "Indenture") dated as of November 28, 1995, between the Company and Marine
Midland Bank, as Trustee (the "Trustee"); (2) the shares of common stock,
$10.00 par value, of the Company, if any, identified in Schedule I hereto (the
"Common Stock"); (3) the shares of preferred stock, $10.00 par value, of the
Company, if any, identified in Schedule I hereto (the "Preferred Stock"). The
Debentures, Common Stock and Preferred Stock may be sold either separately or
as units (the "units") together with any of the foregoing. The Debentures,
Common Stock and Preferred Stock shall collectively be referred to herein as
the "U.S. Securities". The Common Stock and Preferred Stock described in
Schedule I hereto shall collectively be referred to herein as the "Equity
Securities". If the firm or firms listed in Schedule II hereto include only
the firm or firms listed in Schedule I hereto, then the terms "Underwriters"
and "Representatives", as used herein, shall each be deemed to refer to such
firm or firms.
It is understood that the Company is concurrently entering into an
International Underwriting Agreement dated the date hereof (the "International
Underwriting Agreement") providing for the sale by the Company of Debentures,
shares of Common Stock and shares of Preferred Stock (said securities to be
sold by the Company pursuant to the International Underwriting Agreement being
hereinafter called the "International Securities"), outside the United States
and Canada through arrangements with certain underwriters outside the United
States and Canada (the "International Underwriters"), for
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whom the representatives named on Schedule I thereto are acting as
representatives (the "International Representatives"), the U.S. Securities,
together with the International Securities, being hereinafter called the
"Securities". It is further understood and agreed that the U.S. Underwriters
and the International Underwriters have entered into an Agreement Between U.S.
Underwriters and International Underwriters dated the date hereof (the
"Agreement Between U.S. Underwriters and International Underwriters"), pursuant
to which, among other things, the International Underwriters may purchase from
the U.S. Underwriters a portion of the U.S. Securities to be sold pursuant to
the U.S. Underwriting Agreement and the U.S. Underwriters may purchase from the
International Underwriters a portion of the International Securities to be sold
pursuant to the International Underwriting Agreement.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each Underwriter as set forth below in this Section 1,
except that these representations and warranties do not apply to that part of
the Registration Statement which is the Statement of Eligibility and
Qualification under the Trust Indenture Act of 1939 (the "Trust Indenture Act")
(Form T-1) of the Trustee under the Indenture or to statements or omissions in
the Registration Statement, any preliminary prospectus or the Prospectuses
based upon information furnished to the Company in writing by any Underwriter
or by the Representatives on behalf of any Underwriter for use therein. Certain
terms used in this Section 1 are defined in paragraph (d) hereof.
(a) If the offering of the Securities is a Delayed Offering (as
specified in Schedule I hereto), paragraph (i) below is applicable and, if
the offering of the Securities is a Non-Delayed Offering (as so
specified), paragraph (ii) below is applicable.
(i) The Company meets the requirements for the use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with the
U.S. Securities and Exchange Commission (the "Commission") a
registration statement (the file number of which is set forth in
Schedule I hereto) on such Form, including a base prospectus, for
registration under the Act of the offering and sale of the
Securities. The Company may have filed one or more amendments
thereto, and may have used preliminary final prospectuses, each of
which has previously been furnished to you. Such registration
statement, as so amended, has become effective. The offering of the
Securities is a Delayed Offering and, although the Base Prospectus
may not include all the information with respect to the Securities
and the offering thereof required by the Act and the rules thereunder
to be included in the Final Prospectuses, the Base Prospectus
includes all such information required by the Act and the rules
thereunder to be included therein as of the Effective Date. The
Company will next file with the Commission pursuant to Rules 415 and
424(b)(2) or (5) final supplements to the form of prospectuses
included in such registration statement relating to the Securities
and the offering thereof. As filed, such final prospectus
supplements shall include all required information with respect to
the Securities and the offering thereof and, except to the extent the
Representatives shall agree in writing to a modification, shall be in
all substantive respects in the form furnished to you prior to the
Execution
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Time or, to the extent not completed at the Execution Time, shall
contain only such specific additional information and other changes
(beyond that contained in the Base Prospectus and any Preliminary
Final Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.
(ii) The Company meets the requirements for the use of Form S-3
under the Act and has filed with the Commission a registration statement
(the file number of which is set forth in Schedule I hereto) on such Form,
including a Base Prospectus, for registration under the Act of the
offering and sale of the Securities. The Company may have filed one or
more amendments thereto, including Preliminary Final Prospectuses, each of
which has previously been furnished to you. The Company will next file
with the Commission either (x) final prospectus supplements relating to
the Securities in accordance with Rules 430A and 424(b)(1) or (4), or (y)
prior to the effectiveness of such registration statement, an amendment to
such registration statement, including the form of final prospectus
supplements. In the case of clause (x), the Company has included in such
registration statement, as amended at the Effective Date, all information
(other than Rule 430A Information) required by the Act and the rules
thereunder to be included in the Final Prospectuses with respect to the
Securities and the offering thereof. As filed, such final prospectus
supple ments or such amendment and form of final prospectus supplements
shall contain all Rule 430A Information, together with all other such
required information, with respect to the Securities and the offering
thereof and, except to the extent the Representatives shall agree in
writing to a modification, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the
Base Prospectus and any Preliminary Final Prospectus) as the Company has
advised you, prior to the Execution Time, will be included or made
therein.
It is understood that two forms of prospectus are to be used in connection
with the offering and sale of the Securities; one form of prospectus relating
to the U.S. Securities, which are to be offered and sold to United States and
Canadian Persons, and one form of prospectus relating to the International
Securities, which are to be offered and sold to persons other than United
States and Canadian Persons. The two forms of prospectus are identical except
for the outside front cover page. Such form of prospectus relating to the U.S.
Securities as first filed pursuant to Rule 424(b) or, if no filing pursuant to
Rule 424(b) is made, such form of prospectus included in the Registration
statement at the Effective Date, is hereinafter called the "U.S. Prospectus";
such form of prospectus included in the Registration Statement at the Effective
Date, is hereinafter called the "International Prospectus"; and the U.S.
Prospectus and the International Prospectus are hereinafter collectively called
the "Prospectuses".
(b) On the Effective Date, the Registration Statement did or will,
and when the Final Prospectuses are first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, each Final Prospectus
(and any supplement
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thereto) will, comply in all material respects with the applicable
requirements of the Act, the Securities Exchange Act of 1934 (the
"Exchange Act") and the Trust Indenture Act and the respective rules
thereunder; on the Effective Date, the Registration Statement did not or
will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to
make the statements therein not misleading; on the Effective Date and on
the Closing Date the Indenture did or will comply in all material respects
with the requirements of the Trust Indenture Act and the rules thereunder;
and, on the Effective Date, each Final Prospectus, if not filed pursuant
to Rule 424(b), did not or will not, and on the date of any filing
pursuant to Rule 424(b) and on the Closing Date, each Final Prospectus
(together with any supplement thereto) will not, include any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(c) A Declaration and amendments thereto, on Form U-1, seeking
appropriate orders permitting the issuance and sale of the Securities and
the transactions related thereto will be or has been filed by the Company
with the Commission under the Public Utility Holding Company Act of 1935.
(d) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "the Effective Date" shall mean each
date that the Registration Statement and any post-effective amendment or
amendments thereto became or become effective and each date after the date
hereof on which a document incorporated by reference in the Registration
Statement is filed. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto. "Base
Prospectus" shall mean the prospectus referred to in paragraph (a) above
contained in the Registration Statement at the Effective Date including,
in the case of a Non-Delayed Offering, any Preliminary Final Prospectus.
The "U.S. Preliminary Final Prospectus" and the "International Preliminary
Final Prospectus", respectively, shall mean any preliminary prospectus
supplement to the Base Prospectus with respect to the offering of the U.S.
Securities and the International Securities, as the case may be, which
describes the Securities and the offering thereof and is used prior to the
filing of the Final Prospectuses; and the U.S. Preliminary Final
Prospectus and the International Preliminary Final Prospectus are
hereinafter collectively called the "Preliminary Final Prospectuses". The
"Final U.S. Prospectus" and the "Final International Prospectus",
respectively, shall mean the prospectus supplement with respect to the
offering of the U.S. Securities and the International Securities, as the
case may be, relating to the Securities that is first filed pursuant to
Rule 424(b) after the Execution Time, together with the Base Prospectus
or, if, in the case of a Non-Delayed Offering, where no filing pursuant to
Rule 424(b) is required, shall mean the form of final prospectus relating
to the Securities, including the Base Prospectus, included in the
Registration Statement at the Effective Date; and the Final U.S.
Prospectus and the Final International Prospectus are hereinafter
collectively called the "Final Prospectuses". "Registration Statement"
shall mean the registration statement referred to in paragraph (a) above,
including incorporated documents, exhibits and financial statements, as
amended at the Execution Time (or, if not effective at the
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Execution Time, in the form in which it shall become effective) and, in
the event any post-effective amendment thereto becomes effective prior to
the Closing Date (as hereinafter defined), shall also mean such
registration statement as so amended. Such term shall include any Rule
430A Information deemed to be included therein at the Effective Date as
provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and
"Regulation S-K" refer to such rules or regulation under the Act. "Rule
430A Information" means information with respect to the Securities and the
offering thereof permitted to be omitted from the Registration Statement
when it becomes effective pursuant to Rule 430A. Any reference herein to
the Registration Statement, the Base Prospectus, any Preliminary Final
Prospectus or the Final Prospectuses shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Exchange Act on or before the
Effective Date of the Registration Statement or the issue date of the Base
Prospectus, any Preliminary Final Prospectus or the Final Prospectuses, as
the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statement,
the Base Prospectus, any Preliminary Final Prospectus or the Final
Prospectuses shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Base Prospectus, any
Preliminary Final Prospectus or the Final Prospectuses, as the case may
be, deemed to be incorporated therein by reference. A "Non-Delayed
Offering" shall mean an offering of securities which is intended to
commence promptly after the effective date of a registration statement,
with the result that, pursuant to Rules 415 and 430A, all information
(other than Rule 430A Information) with respect to the securities so
offered must be included in such registration statement at the effective
date thereof. A "Delayed Offering" shall mean an offering of securities
pursuant to Rule 415 which does not commence promptly after the effective
date of a registration statement, with the result that only information
required pursuant to Rule 415 need be included in such registration
statement at the effective date thereof with respect to the securities so
offered. Whether the offering of the Securities is a Non-Delayed Offering
or a Delayed Offering shall be set forth in Schedule I hereto.
"United States or Canadian Person" shall mean any person who is a national
or resident of the United States or Canada, any corporation, partnership, or
other entity created or organized in or under the laws of the United States or
Canada or of any political subdivision thereof, or any estate or trust the
income of which is subject to United Sates or Canadian Federal Income taxation,
regardless of its source (other than any non-United States or non-Canadian
branch of any United States or Canadian Person), and shall include any United
States or Canadian branch of a person other than a United States or Canadian
Person. "U.S" or "United States" shall mean the United States of America
(including the states thereof and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.
2. Purchase and Sale. (a) Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal
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amount or number of shares or Units of Securities set forth opposite such
Underwriter's name in Schedule II hereto, except that, in the case of
Debentures, if Schedule I hereto provides for the sale of such Debentures
pursuant to delayed delivery arrangements, the respective principal amounts of
Securities to be purchased by the Underwriters shall be as set forth in
Schedule II hereto less the respective amounts of Contract Securities
determined as provided below. U.S. Securities to be purchased by the
Underwriters are herein sometimes called the "Underwriters' Securities" and
U.S. Securities to be purchased pursuant to Delayed Delivery Contracts as
hereinafter provided are herein called "Contract Securities".
(b) If so provided in Schedule I hereto, the Company shall hereby grant
an option to the several Underwriters to purchase, severally and not jointly,
shares of Common Stock (the "Option Securities") at the purchase price set
forth in Schedule I. Said option may be exercised only to cover
over-allotments in the sale of shares of Common Stock by the Underwriters.
Said option may be exercised in whole or in part at any time (but not more than
once) on or before the 30th day after the date of the Final Prospectuses upon
written or telegraphic notice by the Representatives to the Company setting
forth the number of shares of the Option Securities as to which the several
Underwriters are exercising the option and the settlement date. Delivery of
certificates, if any, for the shares of Option Securities by the Company, and
payment therefor to the Company, shall be made as provided in Section 3 hereof.
The number of shares of the Option Securities to be purchased by each
Underwriter shall be the same percentage of the total number of shares of the
Option Securities to be purchased by the several Underwriters as such
Underwriter is purchasing of the aggregate number of shares of Securities to be
purchased by the Underwriters (excluding the Option Securities) as set forth in
Schedule II hereto, subject to such adjustments as you in your absolute
discretion shall make to eliminate any fractional shares. If Schedule I hereto
does provide for an over-allotment option as described above, the term
"Securities" as used herein shall be deemed to include the Option Securities.
(c) If so provided in Schedule I hereto, the Underwriters are authorized
to solicit offers to purchase Securities from the Company pursuant to delayed
delivery contracts ("Delayed Delivery Contracts"), substantially in the form of
Schedule III hereto but with such changes therein as the Company may authorize
or approve. The Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the Representatives, for the
account of the Underwriters, on the Closing Date, the percentage set forth in
Schedule I hereto of the principal amount of the Securities for which Delayed
Delivery Contracts are made. Delayed Delivery Contracts are to be with
institutional investors, including commercial and savings banks, insurance
companies, pension funds, investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery Contracts in all
cases where sales of Contract Securities arranged by the Underwriters have
been approved by the Company (it being understood that the Company may
withhold such approval) but, except as the Company may otherwise agree, each
such Delayed Delivery Contract must be for not less than the minimum principal
amount set forth in Schedule I hereto and the aggregate principal amount of
Contract Securities may not exceed the maximum aggregate principal amount set
forth in Schedule I hereto. The Underwriters will not have any responsibility
in respect of the validity or performance of Delayed Delivery Contracts. The
principal amount of Securities to be purchased by each Underwriter as set
forth in Schedule II
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hereto shall be reduced by an amount which shall bear the same proportion to
the total principal amount of Contract Securities as the principal amount of
Securities set forth opposite the name of such Underwriter bears to the
aggregate principal amount set forth in Schedule II hereto, except to the
extent that you determine that such reduction shall be otherwise than in such
proportion and so advise the Company in writing; provided, however, that the
total principal amount of Securities to be purchased by all Underwriters shall
be the aggregate principal amount set forth in Schedule II hereto less the
aggregate principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment for the Underwriters'
Securities (including the Option Securities if the option described in Section
2(b) hereof shall have been exercised on or before the third business day prior
to the Closing Date) shall be made on the date and at the time specified in
Schedule I hereto, which date and time may be postponed by agreement between
the Representatives and the Company or as provided in Section 8 hereof (such
date and time of delivery and payment for the Underwriters' Securities being
herein called the "Closing Date"). Delivery of such Securities shall be made
to the Representatives for the respective accounts of the several Underwriters
against payment by the several Underwriters through the Representatives of the
purchase price thereof to or upon the order of the Company to the account
specified in Schedule I of the Underwriting Agreement at PNC Bank, N.A. by wire
transfer of Federal Same Day Funds. Delivery of such Securities shall be made
at such location as the Representatives shall reasonably designate at least one
business day in advance of the Closing Date, provided that all Debentures shall
be delivered through the DTC book entry system only, unless otherwise specified
in Schedule I, and payment for the U.S. Securities shall be made at the office
specified in Schedule I hereto. Certificates, if any, for such Securities
shall be registered in such names and in such denominations as the
Representatives may request in writing not less than two full business days in
advance of the Closing Date.
The Company agrees to have the Underwriters' Securities (including the
Option Securities if the option described in Section 2(b) hereof shall have
been exercised on or before the third business day prior to the Closing Date),
if applicable, available for inspection, checking and packaging by the
Representatives in New York, New York, not later than 1:00 PM on the business
day prior to the Closing Date.
If the option described in Section 2(b) hereof is exercised after the
third business day prior to the Closing Date, the Company will deliver (at the
expense of the Company) to the Representatives, at Cravath, Swaine & Moore,
Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the date specified
by the Representatives (which shall be within three business days after
exercise of said option), the Option Securities against payment of the purchase
price thereof to or upon the order of the Company to the account specified in
Schedule I of the Underwriting Agreement at PNC Bank, N.A. by wire transfer of
Federal Same Day Funds. Certificates, if any, for the Option Securities shall
be registered in such names and in such denominations as the Representatives
shall have requested. If settlement for the Option Securities, if any, occurs
after the Closing Date, the Company will deliver to the Representatives on the
settlement date (the "Settlement Date") for the Option Securities, and the
obligation of the Underwriters to purchase the Option Securities shall be
conditioned upon receipt of a supplemental opinion as to matters set forth in
such paragraphs (i) and (iii) of Exhibit B hereof and an Officer's
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Certificate, confirming as of the date of the Officer's Certificate delivered
on the Closing Date, pursuant to Section 5(d) hereof.
It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the International Underwriting
Agreement, and that the Settlement Date, if any, shall occur simultaneously
with the "Settlement Date" under the International Underwriting Agreement.
4. Agreements.
(a) The Company agrees with the several Underwriters that:
(i) The Company will use its best efforts to cause the Registration
Statement, if not effective at the Execution Time, and any amendment
thereto, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment of the
Registration Statement or supple ment (including the Final Prospectuses or
any Preliminary Final Prospectus) to the Base Prospectus unless the
Company has furnished you a copy for your review prior to filing. Subject
to the foregoing sentence, the Company will cause the Final Prospectuses,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to the
Representatives of such timely filing. The Company will promptly advise
the Representatives (A) when the Registration Statement, if not effective
at the Execution Time, and any amendment thereto, shall have become
effective, (B) when the Final Prospectuses, and any supplements thereto,
shall have been filed with the Commission pursuant to Rule 424(b), (C)
when, prior to termination of the offering of the Securities, any
amendment to the Registration Statement shall have been filed or become
effective, (D) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Final Prospectuses or for any
additional information, (E) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (F) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance of
any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(ii) If, at any time after the first date of the public offering of
the Securities when a prospectus relating to the Securities is required to
be delivered under the Act, any event occurs as a result of which either
of the Final Prospectuses as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under
which they were made not misleading, or if it shall be necessary to amend
the Registration Statement or supplement either of the Final Prospectuses
to comply with the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will
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(A) prepare and file with the Commission an amendment or supplement which
will correct such statement or omission or effect such compliance and (B)
supply any supplemented Prospectuses to you in such quantities as you may
reasonably request.
(iii) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 under the
Act.
(iv) The Company will furnish to the Representatives and counsel for
the Underwriters, without charge, copies of the Registration Statement
(including exhibits thereto) and, so long as delivery of a prospectus by
an Underwriter or dealer may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectuses and any supplement
thereto as the Representatives may reasonably request. The Company will
pay the expenses of printing or other production of all documents relating
to the offering.
(v) The Company will arrange for the qualification of the Securities
under the securities or "blue sky" laws of such states as the
Representatives may reasonably request, and use its best efforts to assist
the Representatives in securing such qualification and to pay all expenses
(including fees and disbursements of counsel) up to $5,000 in connection
with such qualifications and in connection with the determination of the
eligibility of the Securities for investment under the laws of such
jurisdictions as the Representatives may designate, as well as all filing
fees payable in connection with the review of the Securities by the
National Association of Securities Dealers, Inc.; provided, however, that
the Company shall not be obligated to qualify as a foreign corporation or
as a dealer in securities or to execute or file any consent to service of
process (other than consent with respect to service of process arising in
connection with the Securities) under the laws of any such state.
(vi) The Company confirms as of the date hereof that it is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter
92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the
Company further agrees that if it commences engaging in business with the
government of Cuba or with any person or affiliate located in Cuba after
the date the Registration Statement becomes or has become effective with
the Commission or with the Florida Department of Banking and Finance (the
"Department"), whichever date is later, or if the information reported in
the Prospectus, if any, concerning the Company's business with Cuba or
with any person or affiliate located in Cuba changes in any material way,
the Company will provide the Department notice of such business or change,
as appropriate, in a form acceptable to the Department.
(vii) Until the date set forth on Schedule I hereto, the Company will
not, without the prior written consent of the Representatives, offer, sell
or contract to sell, or otherwise dispose of, directly or indirectly, or
announce the offering of, any shares of Common Stock other than the shares
offered pursuant hereto, or any securities convertible into, or
exchangeable for, shares of Common Stock;
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provided, however, that (A) the Company may issue and sell Common Stock
pursuant to any employee thrift plan, employee stock option plan, stock
ownership plan, dividend reinvestment plan or similar plan in effect at
the Execution Time, (B) the Company may issue such Common Stock as it
deems necessary or desirable to producer claimants of Columbia Gas
Transmission Corporation as contemplated in the Company's Third Amended
Plan of Reorganization dated July 27, 1995, (C) the Company may issue
Common Stock or stock options pursuant to its Long-Term Incentive Plan, as
set forth in its Proxy Statement dated March 13, 1996, if approved by
shareholders of the Company, and (D) the Company may issue Common Stock
issuable upon the conversion of securities or the exercise of stock
options on warrants outstanding at the Execution Time.
(b) Each U.S. Underwriter agrees that (i) it is not purchasing any of
the U.S. Securities for the account of any non-United States and
non-Canadian Person, (ii) it has not offered or sold, and will not offer
or sell, directly or indirectly, any of the U.S. Securities or distribute
any U.S. Prospectus to any person outside the United States or Canada, or
to any non-United States and non-Canadian Person, and (iii) any dealer to
whom it may sell any of the U.S. Securities will represent that it is not
purchasing for the account of any non-United States and non-Canadian
Person and agree that it will not offer or resell, directly or indirectly,
any of the U.S. Securities outside the United States or Canada, or to any
non-United States and non-Canadian Person or to any other dealer who does
not represent and agree; provided, however, that the foregoing shall not
restrict (A) purchases and sales between the U.S. Underwriters on the one
hand and the International Underwriters on the other hand pursuant to the
Agreement Between U.S. Underwriters and International Underwriters, (B)
stabilization transactions contemplated under the Agreement Between U.S.
Underwriters and International Underwriters conducted through the
Representatives and International Representatives as part of the
distribution of the Securities, and (C) sales to or through (or
distributions of Final International Prospectuses or International
Preliminary Final Prospectuses to) persons not United States or Canadian
Persons who are investment advisors, or who otherwise exercise investment
discretion, and who are purchasing for the account of any United States or
Canadian Person.
(c) The agreements of the U.S. Underwriters set forth in paragraph
(b) of this Section 4 shall terminate upon the earlier of the following
events:
(i) a mutual agreement of the Representatives and the
International Representatives to terminate the selling restrictions set
forth in paragraph (b) of this Section 4 and in Section 4(b) of the
International Underwriting Agreement; or
(ii) the expiration of a period of 30 days after the
Closing Date, unless (A) the International Representatives shall have
given notice to the Company and the Representatives that the distribution
of the International Securities has not yet been completed, or (B) the
Representatives shall have given notice to the Company and the
International Underwriters that the distribution of the U.S. Securities by
the U.S. Underwriters has not yet been completed. If such notice by the
Representatives or the International Representatives is given, the
10
<PAGE> 11
agreements set forth in such paragraph (b) shall survive until the earlier
of (1) the event referred to in clause (i) of this subsection (c) or (2)
the expiration of an additional period of 30 days from the date of any
such notice.
5. Conditions to the Obligations of the Underwriters. The obligations of
the Underwriters to purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective prior to
the Execution Time, unless the Representatives agree in writing to a later
time, the Registration Statement will become effective not later than (i)
6:00 PM New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM New
York City time on such date or (ii) 12:00 Noon on the business day
following the day on which the public offering price was determined, if
such determination occurred after 3:00 PM New York City time on such date;
if filing of the Final Prospectuses, or any supplement thereto, is
required pursuant to Rule 424(b), the Final Prospectuses, and any such
supplement, shall have been filed in the manner and within the time period
required by Rule 424(b); and no stop order suspending the effectiveness of
the Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Representatives the
opinion of Cravath, Swaine & Moore, counsel for the Company, dated the
Closing Date, in substantially the form of Exhibit A, if Debentures are
issued, of Exhibit B, if Common Stock is issued, or of Exhibit C, if
Preferred Stock is issued. In rendering such opinion, such counsel may
rely (A) as to matters involving the application of laws of any
jurisdiction other than the State of New York or the United States, to the
extent deemed proper and specified in such opinion, upon the opinion of
other counsel of good standing believed to be reliable and who are
satisfactory to counsel for the Underwriters and (B) as to matters of
fact, to the extent deemed proper, on certificates of responsible officers
of the Company and public officials. References to the Final Prospectuses
in this paragraph (b) include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from Davis Polk &
Wardwell, counsel for the Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the Securities,
the Indenture, any Delayed Delivery Contracts, the Registration Statement,
the Final Prospectuses (together with any supplement thereto) and other
related matters as the Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board or the
President or the
11
<PAGE> 12
principal financial or accounting officer of the Company, dated the
Closing Date, to the effect that the signer(s) of such certificate have
carefully examined the Registration Statement, the Final Prospectuses, any
supplement to the Final Prospectuses and this Agreement and that:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on and
as of the Closing Date with the same effect as if made on the Closing
Date and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied
at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectuses (exclusive of any
supplement thereto), there has been no material adverse change, or
any development involving a prospective material adverse change, in
the condition (financial or otherwise), earnings, business or
properties of the Company and its subsidiaries, whether or not
arising from transactions in the ordinary course of business, except
as set forth in or contemplated in the Final Prospectuses (exclusive
of any supplement thereto).
(e) At the Closing Date, Arthur Anderson LLP shall have furnished to
the Representatives a letter or letters (which may refer to letters
previously delivered to one or more of the Representatives), dated as of
the Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants within
the meaning of the Act and the Exchange Act and the respective applicable
published rules and regulations thereunder and containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in or incorporated by reference
into the Registration Statement and the Prospectuses.
References to the Prospectuses in this paragraph (e) include any
supplement thereto at the date of the letter.
In addition, except as provided in Schedule I hereto, at the
Execution Time, Arthur Andersen LLP shall have furnished to the
Representatives a letter or letters, dated as of the Execution Time, in
form and substance satisfactory to the Representatives, to the effect set
forth above.
(f) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectuses (exclusive of any supplement
thereto), there shall not have been any change, or any development
involving a prospective change, in the results of operations, the
financial condition or affecting the
12
<PAGE> 13
business or properties of the Company and its subsidiaries the effect of
which is, in the reasonable judgment of the Representatives, so material
and adverse to the Company and its subsidiaries taken as a whole, as to
make it impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectuses (exclusive
of any supplement thereto).
(g) The Company shall have accepted Delayed Delivery Contracts in
any case where sales of Contract Securities arranged by the Underwriters
have been approved by the Company.
The closing of the purchase of the International Securities to be issued
and sold by the Company pursuant to the International Underwriting Agreement
shall occur concurrently with the closing described herein.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives and counsel for the Underwriters, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Repre sentatives. Notice of
such cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be
delivered at the office of Cravath, Swaine & Moore, counsel for The Columbia
Gas System, Inc., at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on
the Closing Date.
6. Reimbursement of Underwriters' Expenses. If the sale of the U.S.
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not satisfied,
or because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all out-of-pocket expenses (including
reasonable fees and disbursements of counsel) that shall have been incurred by
them in connection with the proposed purchase and sale of the U.S. Securities.
7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers,
employees and agents of each Underwriter and each person, if any, who controls
any Underwriter within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject under the Act, the Exchange Act
or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement for the registration of the Securities as originally filed or in any
amendment thereof, or in the Base Prospectus, any Preliminary Final Prospectus
or the Final Prospectuses (if used within the period set
13
<PAGE> 14
forth in paragraph (b) of Section 4 hereof and as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto) or
arising out of or based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein, or arises out of, or is based upon,
statements in or omissions from the part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification under the Trust
Indenture Act (Form T-1) of the Trustee under the Indenture; and provided
further, however, that indemnification with respect to any Preliminary Final
Prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased the
U.S. Securities which are the subject thereof (or to the benefit of any person
controlling such Underwriter), if such Underwriter (or the Representatives on
behalf of such Underwriter) failed to send or give a copy of the Final
Prospectuses (as amended or supplemented if the Company shall have made any
amendments or supplements thereto which have theretofore been furnished to the
Representatives or such Underwriter), excluding any documents incorporated by
reference therein, to such person at or prior to the written confirmation of
the sale of such U.S. Securities to such person. This indemnity agreement will
be in addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the Company by or
on behalf of such Underwriter through the Representatives specifically for
inclusion in the documents referred to in the foregoing indemnity. This
indemnity agreement will be in addition to any liability which any Underwriter
may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 7
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 7, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b). The indemnifying party shall be entitled to
appoint counsel of the indemnifying party's choice at the indemnifying party's
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party
14
<PAGE> 15
shall not thereafter be responsible for the fees and expenses of any separate
counsel retained by the indemnified party or parties except as set forth
below); provided, however, that such counsel shall be reasonably satisfactory
to the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel
or, (ii) the named parties to any such proceeding include both the indemnified
party and the indemnifying party and representation of both parties by the same
counsel would be in appropriate due to actual or potential differing interests
between them, or (iii) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
reasonable fees and expenses of more than one separate firm (in addition to one
local counsel in each such jurisdiction) for all such indemnified parties, and
that all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by the Representatives in the case of
parties indemnified pursuant to the second preceding paragraph and by the
Company in the case of parities indemnified pursuant to the first preceding
paragraph. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.
(d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 7 is unavailable or insufficient to hold harmless, to the extent
provided for in paragraphs (a) and (b) hereof, to an indemnified party for any
reason, the Company and the Underwriters agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same)
(collectively "Losses") to which the Company and one or more of the
Underwriters may be subject in such proportion as is appropriate to reflect
the relative benefits received by the Company and by the Underwriters from the
offering of the U.S. Securities; provided, however, that in no case shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the U.S. Securities) be responsible for any amount
in excess of the underwriting discount or commission applicable to the U.S.
Securities purchased by such Underwriter hereunder. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
Company and the Underwriters shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company and of the Underwriters in connection with the statements
or omissions which resulted in such Losses as well as any other relevant
equitable considerations. Benefits received by the Company shall be deemed to
be equal to the total net proceeds from the offering (before deducting
expenses), and benefits received by the Underwriters shall be deemed to be
equal to the total underwriting discounts and commissions, in each case
as set forth on the cover page of the Final U.S. Prospectus. Relative fault
shall be determined by reference to whether any alleged untrue statement or
omission relates to information provided by the Company or the Underwriters.
The Company and the Underwriters agree that it would not be just and equitable
if contribution were determined
15
<PAGE> 16
by pro rata allocation or any other method of allocation which does not take
account of the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person who controls an
Underwriter within the meaning of either the Act or the Exchange Act and each
director, officer, employee and agent of an Underwriter shall have the same
rights to contribution as such Underwriter, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to the applicable terms and conditions of this
paragraph (d).
8. Default by an Underwriter. If any one or more Underwriters shall fail
to purchase and pay for any of the U.S. Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters)
the U.S. Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event that the aggregate
amount of Securities which the defaulting Underwriter or Underwriters agreed
but failed to purchase shall exceed 10% of the aggregate amount of Securities
set forth in Schedule II hereto, the remaining Underwriters shall have the
right to purchase all, but shall not be under any obligation to purchase any,
of the U.S. Securities, and if such nondefaulting Underwriters do not purchase
all the Securities, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. In the event of a default by any
Underwriter as set forth in this Section 8, the Closing Date shall be postponed
for such period, not exceeding seven days, as either the Representatives or the
Company shall determine in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents or arrangements
may be effected. Nothing contained in this Agreement shall relieve any
defaulting Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
9. Termination. This Agreement shall be subject to termination, in the
absolute discretion of the Representatives, by notice given to the Company
prior to delivery of and payment for the U.S. Securities, if prior to such time
(i) trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or materially limited,
(ii) a banking moratorium shall have been declared either by Federal or New
York State authorities or (iii) there shall have occurred any outbreak or
escalation of hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which on financial
markets is such as to make it, in the reasonable judgement of the
Representatives, impracticable or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Final U.S. Prospectus
(exclusive of any supplement thereto).
16
<PAGE> 17
10. Representations and Indemnities to Survive . The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or the Company or any
of the officers, directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the U.S. Securities. The
provisions of Sections 6 and 7 hereof shall survive the termination or
cancellation of this Agreement.
11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at Carolyn M. Afshar, Secretary.
12. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7 hereof,
and no other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York without reference to
principles of conflicts of laws.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.
Very truly yours,
Corporation
By: //s// M. W. O'Donnell
-----------------------------------
Name: M. W. O'Donnell
Title: Chief Financial Officer
17
<PAGE> 18
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
By:
-------------------------------
[Title]
By:
-------------------------------
[Title]
For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
or
By: //s// Dominic Lepore
-------------------------------------
Name: Dominic Lepore
Title: Vice President
For itself and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
18
<PAGE> 19
SCHEDULE I
U.S. Underwriting Agreement dated March 14, 1996
Registration Statement No. 33-64555
Representatives: Salomon Brothers Inc
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Smith Barney Inc.
Notices: In care of Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
Title, Purchase Price and Description of Securities:
Title: Common Stock, $10 par value
Number of shares: 4,000,000
Over-allotment option: up to an additional 600,000
shares, at the Underwriters'
option for thirty days.
Price to Public: $43.00 per share
Underwriting Discount: $1.40 per share
Net Proceeds to Company: $41.60 per share
Closing Date, Time and Location:
Date: March 19, 1996
Time: 9:30 a.m. (EST)
Location: the offices of Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York
Type of Offering: Non-Delayed Offering
1
<PAGE> 20
Comfort Letter of Arthur Anderson LLP referred to in Section 5 (e): to be
delivered at the Closing.
Account referred to in Section 3: PNC Bank, N.A.
Pittsburgh, PA
ABA #043000096
For Credit to:
The Columbia Gas System, Inc.
Account #1002415423
Lock-up pursuant to Section 4(a) (vii): 120 days commencing on March 14, 1996.
2
<PAGE> 21
SCHEDULE II
<TABLE>
<CAPTION>
Number of
Shares to
Underwriters be Purchased
- ------------ ------------
<S> <C>
Salomon Brothers Inc 852,500
Goldman, Sachs & Co. 852,500
Merrill Lynch, Pierce, Fenner & Smith Incorporated 852,500
Smith Barney, Inc. 852,500
BT Securities Corporation 75,000
CIBC Woody Gundy Securities Corp. 75,000
A.G. Edwards & Sons, Inc. 75,000
J.P. Morgan Securities Inc. 75,000
Nesbitt Burns Securities Inc. 75,000
Prudential Securities Incorporated 75,000
Janney Montgomery Scott Inc. 35,000
Legg Mason Wood Walker, Incorporated 35,000
Morgan Keegan & Company 35,000
Wheat First Butcher Singer 35,000
---------------
Total 4,000,000
</TABLE>
1
<PAGE> 22
EXHIBIT A
Form of Opinion of Special Counsel to the Company
The opinion of ___________________, counsel to the Company, to be
delivered pursuant to Section 5(b) of the document entitled The Columbia Gas
System, Inc., U.S. Underwriting Agreement (Debentures) shall be to the effect
that:
(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has due corporate authority to carry on the business
in which it is engaged;
(ii) based solely on certificates from the Secretary of State
or other comparable officer of each of the jurisdictions of
incorporation of the Company's material subsidiaries, each of the
Company's material subsidiaries listed on an attached Schedule is a
corporation duly incorporated and validly existing under the laws of
the jurisdiction of its incorporation;
(iii) the Indenture has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company;
(iv) the Indenture has been duly qualified under the Trust
Indenture Act;
(v) the Debentures have been duly authorized, and when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters pursuant
to the Underwriting Agreement, will be valid and binding obligations
of the Corporation;
(vi) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company and is a valid and binding
agreement of the Company, except as rights to indemnity thereunder may
be limited by applicable law;
(vii) the performance of the terms of the Underwriting
Agreement will not contravene any law or regulation of the United
States or the State of New York or the General Corporation Law of the
State of Delaware or the Restated Certificate of Incorporation or
By-laws, as amended, of the Company;
(viii) the statements in the Prospectus under the caption
"Description of Securities--Debentures", insofar as they purport to
constitute summaries of the terms of the Debentures, fairly summarize
the matters therein described;
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<PAGE> 23
(ix) the Registration Statement is effective under the
Securities Act of 1933 and, to the best of such counsel's knowledge,
no proceeding for a stop order with respect thereto is pending or
threatened under Section 8(d) of the Securities Act of 1933.
In addition to the matters set forth above, such opinion shall also
include a statement to the effect that such counsel has participated in
conferences with certain officers of, and with the accountants and inside
counsel for, the Company concerning the preparation of the Registration
Statement and Prospectus and has made certain inquiries and investigations in
connection therewith and that, although such counsel is not assuming
responsibility for the accuracy or completeness of the statements made in the
Registration Statement and Prospectus, except insofar as such statements relate
to such counsel and except to the extent set forth in the preceding
subparagraph (viii), such counsel confirms that the Registration Statement and
the Prospectus (in each case except for the financial statements and other
information of a statistical, accounting or financial nature included therein,
as to which we do not express any view) comply as to form in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder and advises that nothing has come to
the attention of such counsel that gave such counsel reason to believe that the
Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the date of the
Prospectus Supplement, includes an untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading (in
each case except for the financial statements and other information of a
statistical, accounting or financial nature included therein, as to which such
counsel does not express any view).
2
<PAGE> 24
EXHIBIT B
Form of Opinion of Special Counsel to the Company
The opinion of _________________ counsel to the Company, to be
delivered pursuant to Section 5(b) of the document entitled The Columbia Gas
System, Inc., U.S. Underwriting Agreement (Common Stock) shall be to the effect
that:
(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has due corporate authority to carry on the business
in which it is engaged;
(ii) based solely on certificates from the Secretary of State
or other comparable officer of each of the jurisdictions of
incorporation of the Company's material subsidiaries, each of the
Company's material subsidiaries listed on an attached Schedule is a
corporation duly incorporated and validly existing under the laws of
the jurisdiction of its incorporation;
(iii) the Securities have been duly authorized, and when
issued and delivered to and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, will have been validly
issued, fully paid and nonassessable and the holders of outstanding
shares of capital stock of the Company are not entitled to statutory
pre-emptive or, to such Counsel's knowledge, other rights to subscribe
for the Securities;
(iv) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company and is a valid and binding
agreement of the Company, except as rights to indemnity thereunder may
be limited by applicable law;
(v) the performance of the Underwriting Agreement will not
contravene any law or regulation of the United States or the State of
New York or the General Corporation Law of the State of Delaware or
the Certificate of Incorporation or By-laws of the Company and no
consent, approval or authorization of any United States Federal, New
York or, to the extent required under the General Corporation Law of
the State of Delaware, Delaware governmental body or agency is
required for the performance by the Company of its obligations under
the Underwriting Agreement, except such as have been obtained under
the Securities Act and such as may be required under the securities
laws of the various states and the blue sky laws of any jurisdiction
and the securities laws of the various states and the blue sky laws of
any jurisdiction in connection with the offer and sale of the Shares;
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(vi) the Registration Statement is effective under the
Securities Act of 1933 and to the best of such counsel's knowledge, no
proceeding for a stop order with respect thereto is pending or
threatened under Section 8(d) of the Securities Act of 1933;
(vii) to the best knowledge of such counsel there is no
pending or threatened action, suit or proceeding before any court or
governmental agency, authority or body or any arbitrator involving the
Company or any of its subsidiaries, of a character required to be
disclosed in the Registration Statement which is not adequately
disclosed in the Final Prospectus, and there is no franchise, contract
or other document of a character required to be described in the
Registration Statement or the Final Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the
statements included or incorporated in the Final Prospectus describing
any legal proceedings or material contracts or agreements relating to
the Company fairly summarize such matters; and
(viii) the statements made in the Prospectus under the caption
"Description of Securities -- Common Stock", insofar as they purport
to constitute summaries of the terms of the Common Stock, fairly
summarize the matters therein described.
In addition to the matters set forth above, such opinion shall also
include a statement to the effect that such counsel has participated in
conferences with certain officers of, and with the accountants and inside
counsel for, the Company concerning the preparation of the Registration
Statement and Prospectus and has made certain inquiries and investigations in
connection therewith and that, although such counsel is not assuming
responsibility for the accuracy or completeness of the statements made in the
Registration Statement and Prospectus, except insofar as such statements relate
to such counsel and except to the extent set forth in the preceding
subparagraph (viii), such counsel confirms that the Registration Statement and
the Prospectus (in each case except for the financial statements and other
information of a statistical, accounting or financial nature included therein,
as to which we do not express any view) comply as to form in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder and advises that nothing has come to
the attention of such counsel that gave such counsel reason to believe that the
Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the date of the
Prospectus Supplement, includes an untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading (in
each case except for the financial statements and other information of a
statistical, accounting or financial nature included therein, as to which such
counsel does not express any view).
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<PAGE> 26
EXHIBIT C
Form of Opinion of Special Counsel to the Company
The opinion of ____________________, counsel to the Company, to be
delivered pursuant to Section 5(b) of the document entitled The Columbia Gas
System, Inc., U.S. Underwriting Agreement (Preferred Stock) shall be to the
effect that:
(i) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has due corporate authority to carry on the business
in which it is engaged;
(ii) based solely on certificates from the Secretary of State
or other comparable officer of each of the jurisdictions of
incorporation of the Company's material subsidiaries, each of the
Company's material subsidiaries listed on an attached Schedule is a
corporation duly incorporated and validly existing under the laws of
the jurisdiction of its incorporation;
(iii) the Securities have been duly authorized, and when
issued and delivered to and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, will have been validly
issued, fully paid and nonassessable, and holders of outstanding
shares of capital stock are not entitled to statutory preemptive or,
to such counsel's knowledge, similar rights;
(iv) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company and is a valid and binding
agreement of the Company, except as rights to indemnity thereunder may
be limited by applicable law;
(v) the performance of the Underwriting Agreement will not
contravene any law or regulation of the United States or the State of
New York or the General Corporation Law of the State of Delaware or
the Certificate of Incorporation or By-laws of the Company and no
consent, approval or authorization of any United States Federal, New
York or, to the extent required under the General Corporation Law of
the State of Delaware, Delaware governmental body or agency is
required for the performance by the Company of its obligations under
the U.S. Underwriting Agreement and the International Underwriting
Agreement, except such as have been obtained under the Securities Act
and such as may be required under the securities laws of the various
states and the blue sky laws of any jurisdiction in connection in with
the offer and sale of the Shares;
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<PAGE> 27
(vi) the Registration Statement is effective under the
Securities Act of 1933 and to the best of such counsel's knowledge, no
proceeding for a stop order with respect thereto is pending or
threatened under Section 8(d) of the Securities Act of 1933; and
(vii) the statements made in the Prospectus under the caption
"Description of Securities -- Preferred Stock", insofar as they
purport to constitute summaries of the terms of the Preferred Stock,
fairly summarize the matters therein described.
In addition to the matters set forth above, such opinion shall also
include a statement to the effect that such counsel has participated in
conferences with certain officers of, and with the accountants and inside
counsel for, the Company concerning the preparation of the Registration
Statement and Prospectus and has made certain inquiries and investigations in
connection therewith and that, although such counsel is not assuming
responsibility for the accuracy or completeness of the statements made in the
Registration Statement and Prospectus, except insofar as such statements relate
to such counsel and except to the extent set forth in the preceding
subparagraph (vii), such counsel confirms that the Registration Statement and
the Prospectus (in each case except for the financial statements and other
information of a statistical, accounting or financial nature included therein,
as to which we do not express any view) comply as to form in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder and advises that nothing has come to
the attention of such counsel that gave such counsel reason to believe that the
Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the date of the
Prospectus Supplement, includes an untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading (in
each case except for the financial statements and other information of a
statistical, accounting or financial nature included therein, as to which such
counsel does not express any view).
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<PAGE> 1
1,000,000 Shares of Common Stock
The Columbia Gas System, Inc.
$10 par value per Share
INTERNATIONAL UNDERWRITING AGREEMENT
New York, New York
March 14, 1996
To the International Representatives
named in Schedule I
hereto of the International Underwriters
named in Schedule II hereto
Dear Sirs:
The Columbia Gas System, Inc., a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II hereto
(the "International Underwriters"), for whom you (the "International
Representatives") are acting as representatives, (1) the principal amount, if
any, of its debt securities (the "Debentures") identified in Schedule I hereto,
to be issued under an indenture (the "Indenture") dated as of November 28,
1995, between the Company and Marine Midland Bank, as Trustee (the "Trustee");
(2) the shares of common stock, $10.00 par value, of the Company, if any,
identified in Schedule I hereto (the "Common Stock"); (3) the shares of
preferred stock, $10.00 par value, of the Company, if any, identified in
Schedule I hereto (the "Preferred Stock"). The Debentures, Common Stock and
Preferred Stock may be sold either separately or as units (the "units")
together with any of be foregoing. The Debentures, Common Stock and Preferred
Stock shall collectively be referred to herein as the "International
Securities". The Common Stock and Preferred Stock described in Schedule I
hereto shall collectively be referred to herein as the "International Equity
Securities". If the firm or firms listed in Schedule II hereto include only
the firm or firms listed in Schedule I hereto, then the terms "International
Underwriters" and "International Representatives", as
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<PAGE> 2
used herein, shall each be deemed to refer to such firm or firms. It is
understood that the Company is concurrently entering into a U.S. Underwriting
Agreement dated the date hereof (the "U.S. Underwriting Agreement") providing
for the sale by the Company of Debentures, shares of Common Stock and Preferred
Stock (said securities to be sold by the Company pursuant to the U.S.
Underwriting Agreement being hereinafter called the "U.S. Securities"), in the
United States and Canada through arrangements with certain underwriters in the
United States and Canada (the "U.S. Underwriters"), for whom the
Representatives named on Schedule I thereto are acting as representatives (the
"U.S. Representatives"), the International Securities, together with the U.S.
Securities, being hereinafter called the "Securities". It is further
understood and agreed that the U.S. Underwriters and the International
Underwriters have entered into an Agreement Between U.S. Underwriters and
International Underwriters dated the date hereof (the "Agreement Between U.S.
Underwriters and International Underwriters"), pursuant to which, among other
things, the International Underwriters may purchase from the U.S. Underwriters
a portion of the U.S. Securities to be sold pursuant to the U.S. Underwriting
Agreement and the U.S. Underwriters may purchase from the International
Underwriters a portion of the International Securities to be sold pursuant to
the International Underwriting Agreement.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each International Underwriter as
set forth below in this Section 1, except that these representations and
warranties do not apply to that part of the Registration Statement which is the
Statement of Eligibility and Qualification under the Trust Indenture Act of
1939 (the "Trust Indenture Act") (Form T-1) of the Trustee under the Indenture
or to statements or omissions in the Registration Statement, any preliminary
prospectuses or the Prospectuses based upon information furnished to the
Company in writing by any International Underwriter or by the International
Representatives on behalf of any International Underwriter for use therein.
Certain terms used in this Section I are defined in paragraph (d) hereof.
(a) If the offering of the Securities is a Delayed
Offering (as specified in Schedule I hereto), paragraph (i)
below is applicable and, if the offering of the Securities is
a Non-Delayed Offering (as so specified), paragraph (ii) below
is applicable.
(i) The Company meets the requirements for
the use of Form S-3 under the Securities Act of 1933
(the "Act") and has filed with the U.S. Securities
and Exchange Commission (the "Commission") a
registration statement (the file number of which is
set forth in Schedule I hereto) on such Form,
including a base prospectus, for registration under
the Act of the offering and sale of the Securities.
The Company may have filed one or more amendments
thereto, and may have used preliminary final
prospectuses, each of which has previously been
furnished to you. Such registration statement, as so
amended, has become effective. The offering of the
Securities is a Delayed Offering and, although the
Base Prospectus may not include all the information
with respect to the Securities and the offering
thereof required by the Act and the rules thereunder
to be included in the Final Prospectuses, the Base
Prospectus includes all such information required by
the Act and the rules thereunder to be included
therein as of the Effective Date. The Company will
next file with the
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<PAGE> 3
Commission pursuant to Rules 415 and 424(b)(2) or (5)
final supplements to the form of prospectuses
included in such registration statement relating to
the Securities and the offering thereof. As filed,
such final prospectus supplements shall include all
required information with respect to the Securities
and the offering thereof and, except to the extent
the International Representatives shall agree in
writing to a modification, shall be in all
substantive respects in the form furnished to you
prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only
such specific additional information and other
changes (beyond that contained in the Base Prospectus
and any Preliminary Final International Prospectus)
as the Company has advised you, prior to the
Execution Time, will be included or made therein.
(ii) The Company meets the requirements for
the use of Form S-3 under the Act and has filed with
the Commission a registration statement (the file
number of which is set forth in Schedule I hereto) on
such Form, including a Base Prospectus, for
registration under the Act of the offering and sale
of the Securities. The Company may have filed one
or more amendments thereto, including Preliminary
Final Prospectuses, each of which has previously been
furnished to you. The Company will next file with
the Commission either (x) final prospectus
supplements relating to the Securities in accordance
with Rules 430A and 424(b)(1) or (4), or (y) prior to
the effectiveness of such registration statement, an
amendment to such registration statement, including
the forms of final prospectus supplements. In the
case of clause (x), the Company has included in such
registration statement, as amended at the Effective
Date, all information (other than Rule 430A
Information) required by the Act and the rules
thereunder to be included in the Final Prospectuses
with respect to the Securities and the offering
thereof. As filed, such final prospectus supple
ments or such amendment and form of final prospectus
supplements shall contain all Rule 430A Information,
together with all other such required information,
with respect to the Securities and the offering
thereof and, except to the extent the International
Representatives shall agree in writing to a
modification, shall be in all substantive respects in
the form furnished to you prior to the Execution Time
or, to the extent not completed at the Execution
Time, shall contain only such specific additional
information and other changes (beyond that contained
in the Base Prospectus and any Preliminary Final
International Prospectus) as the Company has advised
you, prior to the Execution Time, will be included or
made therein.
It is understood that two forms of prospectus are to
be used in connection with the offering and sale of the
Securities: one form of prospectus relating to the U.S.
Securities, which are to be offered and sold to United States
and Canadian Persons, and one form of prospectus relating to
the International Securities, which are to be offered and sold
to persons other than United States and Canadian Persons. The
two forms of prospectus are identical except for the outside
front cover page, the discussion under the heading
"Underwriting" and the outside back cover page. Such form of
prospectus relating to the U.S. Securities as first filed
pursuant to Rule 424(b) or, if no filing pursuant to Rule
424(b) is made, such form
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<PAGE> 4
of prospectus included in the Registration Statement at the
Effective Date, is hereinafter called the "U.S. Prospectus";
such form of prospectus relating to the International
Securities as first filed pursuant to Rule 424(b) or, if no
filing pursuant to Rule 424(b) is made, such form of
prospectus included in the Registration Statement at the
Effective Date, is hereinafter called the "International
Prospectus"; and the U.S. Prospectus and the International
Prospectus are hereinafter collectively called the
"Prospectuses".
(b) On the Effective Date, the Registration
Statement did or will, and when the Final Prospectuses are
first filed (if required) in accordance with Rule 424(b) and
on the Closing Date, each Final Prospectus (and any supplement
thereto) will, comply in all material respects with the
applicable requirements of the Act, the Securities Exchange
Act of 1934 (the "Exchange Act") and the Trust Indenture Act
and the respective rules thereunder; on the Effective Date,
the Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading; on the
Effective Date and on the Closing Date the Indenture did or
will comply in all material respects with the requirements of
the Trust Indenture Act and the rules thereunder; and, on the
Effective Date, each Final Prospectus, if not filed pursuant
to Rule 424(b), did not or will not, and on the date of any
filing pursuant to Rule 424(b) and on the Closing Date, each
Final Prospectus (together with any supplement thereto) will
not, include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.
(c) A Declaration and amendments thereto, on Form
U-1, seeking appropriate orders permitting the issuance and
sale of the Securities and the transactions related thereto
will be or has been filed by the Company with the Commission
under the Public Utility Holding Company Act of 1935.
(d) The terms which follow, when used in this
Agreement, shall have the meanings indicated. The term "the
Effective Date" shall mean each date that the Registration
Statement and any post-effective amendment or amendments
thereto became or become effective and each date after the
date hereof on which a document incorporated by reference in
the Registration Statement is filed. "Execution Time" shall
mean the date and time that this Agreement is executed and
delivered by the parties hereto. "Base Prospectus" shall mean
the prospectus referred to in paragraph (a) above contained in
the Registration Statement at the Effective Date including, in
the case of a Non-Delayed Offering, any Preliminary Final
Prospectus. The "U.S. Preliminary Final Prospectus" and the
"International Preliminary Final Prospectus", respectively,
shall mean any preliminary prospectus supplement to the Base
Prospectus with respect to the offering of the U.S. Securities
and the International Securities, as the case may be, which
describes the Securities and the offering thereof and is used
prior to filing of the Final Prospectuses and the U.S.
Preliminary Final Prospectus and the International Preliminary
Final Prospectus are hereinafter collectively called the
"Preliminary Final Prospectuses". The "Final U.S. Prospectus"
and the "Final International Prospectus", respectively, shall
mean the prospectus supplement with respect to
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<PAGE> 5
the offering of the U.S. Securities and the International
Securities, as the case may be, relating to the Securities
that is first filed pursuant to Rule 424(b) after the
Execution Time, together with the Base Prospectus or, if, in
the case of a Non-Delayed Offering, no filing pursuant to Rule
424(b) is required, shall mean the form of final prospectus
relating to such Securities, including the Base Prospectus,
included in the Registration Statement at the Effective Date
and the Final U.S. Prospectus and the Final International
Prospectus are hereinafter collectively called the "Final
Prospectuses". "Registration Statement" shall mean the
registration statement referred to in paragraph (a) above,
including incorporated documents, exhibits and financial
statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall
become effective) and, in the event any post-effective
amendment thereto becomes effective prior to the Closing Date
(as hereinafter defined), shall also mean such registration
statement as so amended. Such term shall include any Rule
430A Information deemed to be included therein at the
Effective Date as provided by Rule 430A. "Rule 415", "Rule
424", "Rule 430A" and "Regulation S-K" refer to such rules or
regulation under the Act. "Rule 430A Information" means
information with respect to the Securities and the offering
thereof permitted to be omitted from the Registration
Statement when it becomes effective pursuant to Rule 430A.
Any reference herein to the Registration Statement, the Base
Prospectus, any Preliminary Final Prospectuses or the Final
Prospectuses shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item
12 of Form S-3 which were filed under the Exchange Act on or
before the Effective Date of the Registration Statement or the
issue date of the Base Prospectus, any Preliminary Final
Prospectuses or the Final Prospectuses, as the case may be;
and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the
Base Prospectus, any Preliminary Final Prospectuses or the
Final Prospectuses shall be deemed to refer to and include the
filing of any document under the Exchange Act after the
Effective Date of the Registration Statement or the issue date
of the Base Prospectus, any Preliminary Final Prospectuses or
the Final Prospectuses, as the case may be, deemed to be
incorporated therein by reference. A "Non-Delayed Offering"
shall mean an offering of securities which is intended to
commence promptly after the effective date of a registration
statement, with the result that, pursuant to Rules 415 and
430A, all information (other than Rule 430A Information) with
respect to the securities so offered must be included in such
registration statement at the effective date thereof. A
"Delayed Offering" shall mean an offering of securities
pursuant to Rule 415 which does not commence promptly after
the effective date of a registration statement, with the
result that only information required pursuant to Rule 415
need be included in such registration statement at the
effective date thereof with respect to the securities so
offered. Whether the offering of the Securities is a
Non-Delayed Offering or a Delayed Offering shall be set forth
in Schedule I hereto. "United States or Canadian Person"
shall mean any person who is a national or resident of the
United States or Canada, any corporation, partnership, or
other entity created or organized in or under the laws of the
United States or Canada or of any political subdivision
thereof, or any estate or trust the income of which is subject
to United States or Canadian Federal income taxation,
regardless of its source (other than any non-United States or
non-Canadian branch of any United States or Canadian
5
<PAGE> 6
Person), and shall include any United States or Canadian
branch of a person other than a United States or Canadian
Person. "U.S." or "United States" shall mean the United
States of America (including the states thereof and the
District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.
2. Purchase and Sale. (a) Subject to the terms and
conditions and in reliance upon the representations and warranties herein set
forth, the Company agrees to sell to each International Underwriter, and each
International Underwriter agrees, severally and not jointly, to purchase from
the Company, at the purchase price set forth in Schedule I hereto the principal
amount or number of shares or Units of Securities set forth opposite such
International Underwriter's name in Schedule II hereto, except that in the case
of Debentures, if Schedule I hereto provides for the sale of such Debentures
pursuant to delayed delivery arrangements, the respective principal amounts of
Securities to be purchased by the International Underwriters shall be as set
forth in Schedule II hereto less the respective amounts of Contract Securities
determined as provided below. International Securities to be purchased by the
International Underwriters are herein sometimes called the "International
Underwriters' Securities" and International Securities to be purchased pursuant
to Delayed Contracts as hereinafter provided are herein called "Contract
Securities".
(b). If so provided in Schedule I hereto, the Company
shall hereby grant an option to the several International Underwriters to
purchase, severally and not jointly, shares of Common Stock (the
"International Option Securities") at the purchase price set forth in Schedule
I. Said option may be exercised only to cover over-allotments in the sale of
shares of Common Stock by the International Underwriters. Said option may be
exercised in whole or in part at any time (but not more than once) on or before
the 30th day after the date of the Final Prospectuses upon written or
telegraphic notice by the International Representatives to the Company setting
forth the number of shares of the International Option Securities as to which
the several International Underwriters are exercising the option and the
settlement date. Delivery of certificates, if any, for the shares of
International Option Securities by the Company, and payment therefor to the
Company, shall be made as provided in Section 3 hereof. The number of shares
of the International Option Securities to be purchased by each International
Underwriter shall be the same percentage of the total number of shares of the
International Option Securities to be purchased by the several International
Underwriters as such International Underwriter is purchasing of the aggregate
number of shares of Securities to be purchased by the International
Underwriters (excluding the International Option Securities) as set forth in
Schedule II hereto, subject to such adjustments as you in your absolute
discretion shall make to eliminate any fractional shares. If Schedule I hereto
does provide for an over-allotment option as described above, the term
"Securities" as used herein shall be deemed to include the International Option
Securities.
(c). If so provided in Schedule I hereto, the
International Underwriters are authorized to solicit offers to purchase
Securities from the Company pursuant to delayed delivery contracts ("Delayed
Delivery Contracts"), substantially in the form of Schedule III hereto but with
such changes therein as the Company may authorize or approve. The
International Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the International
Representatives, for the account of the International Underwriters, on the
Closing Date, the percentage set forth in
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<PAGE> 7
Schedule I hereto of the principal amount of the Securities for which Delayed
Delivery Contracts are made. Delayed Delivery Contracts are to be with
institutional investors, including commercial and savings banks, insurance
companies, pension funds, investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery Contracts in all
cases where sales of Contract Securities arranged by the International
Underwriters have been approved by the Company (it being understood that the
Company may withhold such approval) but, except as the Company may otherwise
agree, each such Delayed Delivery Contract must be for not less than the
minimum principal amount set forth in Schedule I hereto and the aggregate
principal amount of Contract Securities may not exceed the maximum aggregate
principal amount set forth in Schedule I hereto. The International
Underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts. The principal amount of Securities
to be purchased by each International Underwriter as set forth in Schedule II
hereto shall be reduced by an amount which shall bear the same proportion to
the total principal amount of Contract Securities as the principal amount of
Securities set forth opposite the name of such International Underwriter bears
to the aggregate principal amount set forth in Schedule II hereto, except to
the extent that you determine that such reduction shall be otherwise than in
such proportion and so advise the Company in writing; provided, however, that
the total principal amount of Securities to be purchased by all International
Underwriters shall be the aggregate principal amount set forth in Schedule II
hereto less the aggregate principal amount of Contract Securities.
3. Delivery of Payment. Delivery of and payment for
the International Underwriters' Securities (including the International Option
Securities if the option described in Section 2(b) hereof shall have been
exercised on or before the third business day prior to the Closing Date) shall
be made on the date and at the time specified in Schedule I hereto, which date
and time may be postponed by agreement between the International
Representatives and the Company or as provided in Section 8 hereof (such date
and time of delivery and payment for the International Underwriters' Securities
being herein called the "Closing Date"). Delivery of such Securities shall be
made to the International Representatives for the respective accounts of the
several International Underwriters against payment by the several International
Underwriters through the International Representatives of the purchase price
thereof to or upon the order of the Company to the account specified in
Schedule I of the International Underwriting Agreement at PNC Bank, N.A. by
wire transfer of Federal Same Day Funds. Delivery of such Securities shall be
made at such location as the International Representatives shall reasonably
designate at least one business day in advance of the Closing Date, provided
that all Debentures shall be delivered through the DTC book entry system only,
unless otherwise specified in Schedule I, and payment for the International
Securities shall be made at the office specified in Schedule I hereto.
Certificates, if any, for such Securities shall be registered in such names and
in such denominations as the Representatives may request in writing not less
than two full business days in advance of the Closing Date.
The Company agrees to have the International
Underwriters' Securities (including the International Option Securities if the
option described in Section 2(b) hereof shall have been exercised on or before
the third business day prior to the Closing Date), if applicable, available for
inspection, checking and packaging by the Representatives in New York, New
York, not later than 1:00 PM on the business day prior to the Closing Date.
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<PAGE> 8
If the option described in Section 2(b) hereof is
exercised after the third business day prior to the Closing Date, the Company
will deliver (at the expense of the Company) to the International
Representatives, at Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth
Avenue, New York, New York, on the date specified by the Representatives and
International Representatives (which shall be within three business days after
exercise of said option), the International Option Securities against payment
of the purchase price thereof to or upon the order of the Company to the
account specified in Schedule I of the International Underwriting Agreement at
PNC Bank, N.A. by wire transfer of Federal Same Day Funds. Certificates, if
any, for the International Option Securities shall be registered in such names
and in such denominations as the International Representatives shall have
requested. If settlement for the International Option Securities, if any,
occurs after the Closing Date, the Company will deliver to the International
Representatives on the settlement date (the "Settlement Date") for the
International Option Securities, and the obligation of the International
Underwriters to purchase the Option Securities shall be conditioned upon
receipt of, supplemental opinions as to matters set forth in paragraphs (i) and
(ii) of Exhibit B hereto and an Officer's Certificate confirming as of the
Settlement Date the matters contained in the Officer's Certificate delivered on
the Closing Date pursuant to Section 5(d) hereof.
It is understood and agreed that the Closing Date
shall occur simultaneously with the "Closing Date" under the U.S. Underwriting
Agreement, and that the Settlement Date, if any, shall occur simultaneously
with the "Settlement Date" under the U.S. Underwriting Agreement.
4. Agreements.
(a) The Company agrees with the several International
Underwriters that:
(i) The Company will use its best
efforts to cause the Registration Statement, if not
effective at the Execution Time, and any amendment
thereto, to become effective. Prior to the
termination of the offering of the Securities, the
Company will not file any amendment of the
Registration Statement or supplement (including the
Final Prospectuses or any Preliminary Final
Prospectuses) to the Base Prospectus unless the
Company has furnished you a copy for your review
prior to filing. Subject to the foregoing sentence,
the Company will cause the Final Prospectuses,
properly completed, and any supplement thereto to be
filed with the Commission pursuant to the applicable
paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to
the International Representatives of such timely
filing. The Company will promptly advise the
International Representatives (A) when the
Registration Statement, if not effective at the
Execution Time, and any amendment thereto, shall have
become effective, (B) when the Final Prospectuses,
and any supplements thereto, shall have been filed
with the Commission pursuant to Rule 424(b), (C)
when, prior to termination of the offering of the
Securities, any amendment to the Registration
Statement shall have been filed or become effective,
(D) of any request by the Commission for any
amendment of the Registration Statement or supplement
to the Final Prospectuses or for any additional
information, (E)
8
<PAGE> 9
of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration
Statement or the institution or threatening of any
proceeding for that purpose and (F) of the receipt by
the Company of any notification with respect to the
suspension of the qualification of the Securities for
sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(ii) If, at any time after the first
date of the public offering of the Securities when a
prospectus relating to the Securities is required to
be delivered under the Act, any event occurs as a
result of which either of the Final Prospectuses as
then supplemented would include any untrue statement
of a material fact or omit to state any material fact
necessary to make the statements therein in the light
of the circumstances under which they were made not
misleading, or if it shall be necessary to amend the
Registration Statement or supplement either of the
Final Prospectuses to comply with the Act or the
Exchange Act or the respective rules thereunder, the
Company promptly will (A) prepare and file with the
Commission an amendment or supplement which will
correct such statement or omission or effect such
compliance and (B) supply any supplemented
Prospectuses to you in such quantities as you may
reasonably request.
(iii) As soon as practicable, the
Company will make generally available to its security
holders and to the International Representatives an
earnings statement or statements of the Company and
its subsidiaries which will satisfy the provisions of
Section 11(a) of the Act and Rule 158 under the Act.
(iv) The Company will furnish to the
International Representatives and counsel for the
International Underwriters, without charge, copies of
the Registration Statement (including exhibits
thereto) and, so long as delivery of a prospectus by
an International Underwriter or dealer may be
required by the Act, as many copies of any
International Preliminary Final Prospectus and any
Final International Prospectus and any supplement
thereto as the International Representatives may
reasonably request. The Company will pay the
expenses of printing or other production of all
documents relating to the offering.
(v) The Company will arrange for the
qualification of the Securities under the laws of
such jurisdictions as the International
Representatives may reasonably request, and use its
best efforts to assist the International
Representatives in securing such qualification and to
pay all expenses (including fees and disbursements of
counsel) up to $5,000 in connection with such
qualifications and in connection with the
determination of the eligibility of the Securities
for investment under the laws of such jurisdictions
as the International Representatives may designate,
as well as all filing fees payable in connection with
the review
9
<PAGE> 10
of the Securities by the National Association of
Securities Dealers, Inc.; provided, however, that the
Company shall not be obligated to qualify as a
foreign corporation or as a dealer in securities or
to execute or file any consent to service of process
(other than consent with respect to service of
process arising in connection with the Securities)
under the laws of any such jurisdiction.
(vi) Until the date set forth on
Schedule I hereto, the Company will not, without the
prior written consent of the Representatives, offer,
sell or contract to sell, or otherwise dispose of,
directly or indirectly, or announce the offering of
any shares of Common Stock other than the shares
offered pursuant hereto, or any securities
convertible into, or exchangeable for, shares of
Common Stock; provided, however, that: (A) the
Company may issue and sell Common Stock pursuant to
any employee thrift plan, employee stock option plan,
stock ownership plan, dividend reinvestment plan or
similar plan of the Company in effect at the
Execution Time, (B) the Company may issue such Common
Stock as it deems necessary or desirable to producer
claimants of Columbia Gas Transmission Corporation as
contemplated in the Company's Third Amended Plan of
Reorganization dated July 27, 1995, (C) the Company
may issue Common Stock or stock options pursuant to
its Long-Term Incentive Plan, as set forth in its
Proxy Statement dated March 13, 1996, if approved by
the shareholders of the Company, and (D) the Company
may issue Common Stock issuable upon the conversion
of the securities or the exercise on warrants
outstanding at the Execution Time.
(b) Each International Underwriter agrees that:
(i) it is not purchasing any of the
International Securities for the account of any
United States or Canadian Person, (ii) it has not
offered or sold, and will not offer or sell, directly
or indirectly, any of the International Securities or
distribute any International Prospectus to any person
in the United States or Canada, or to any United
States or Canadian Person, and (iii) any dealer to
whom it may sell any of the International Securities
will represent that it is not purchasing for the
account of any United States or Canadian Person and
agree that it will not offer or resell, directly or
indirectly, any of the International Securities in
the United States or Canada, or to any United States
or Canadian Person or to any other dealer who does
not so represent and agree; provided, however, that
the foregoing shall not restrict (A) purchases and
sales between the U.S. Underwriters on the one hand
and the International Underwriters on the other hand
pursuant to the Agreement Between U.S. Underwriters
and International Underwriters, (B) stabilization
transactions contemplated under the Agreement Between
U.S. Underwriters and International Underwriters,
conducted through Salomon Brothers Inc (or through
the Representatives and International
Representatives) as part of the distribution of the
Securities, and (C) sales to or through (or
distributions of the Final International Prospectus
or the International Preliminary Final Prospectus to)
persons not United States or Canadian Persons who are
10
<PAGE> 11
investment advisors, or who otherwise exercise
investment discretion, and who are purchasing for the
account of any United States or Canadian Person.
(c) The agreements of the International Underwriters
set forth in paragraph (b) of this Section 4 shall terminate upon
the earlier of the following events:
(i) a mutual agreement of the
Representatives and the International Representatives
to terminate the selling restrictions set forth in
paragraph (b) of this Section 4 and in Section 4(b)
of the U.S. Underwriting Agreement; or
(ii) the expiration of a period of 30
days after the Closing Date, unless (A) the
International Representatives shall have given notice
to the Company and the U.S. Representatives that the
distribution of the International Securities by the
International Underwriters has not yet been
completed, or (B) the U.S. Representatives shall have
given notice to the Company and the International
Underwriters that the distribution of the U.S.
Securities by the U.S. Underwriters has not yet been
completed. If such notice by the International
Representatives or the U.S. Representatives is given,
the agreements set forth in such paragraph (b) shall
survive until the earlier of (1) the event referred
to in clause (i) of this subsection (c) or (2) the
expiration of an additional period of 30 days from
the date of any such notice.
(d) Each International Underwriter severally
represents and agrees that:
(i) it has not offered or sold, and
prior to the expiration of six months from the
Closing Date will not offer or sell any International
Securities in the United Kingdom, except to persons
whose ordinary business activities involve them in
acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes
of their businesses or otherwise, in circumstances
which do not constitute an offer to the public in the
United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995;
(ii) it has complied and will comply
with all applicable provisions of The Financial
Services Act 1986 with respect to anything done by it
in relation to the International Securities, in, from
or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on,
and will only issue or pass on, in the United Kingdom
any document received by it in connection with the
sale and placement of the International Securities,
to a person who is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1995 or is a
person to whom the document may otherwise lawfully be
issued or passed on.
11
<PAGE> 12
5. Conditions to the Obligations of the
International Underwriters. The obligations of the International Underwriters
to purchase the International Underwriters' Securities shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If the Registration Statement has not become
effective prior to the Execution Time, unless the
Representatives and the International Representatives agree in
writing to a later time, the Registration Statement will
become effective not later than (i) 6:00 PM New York City
time, on the date of determination of the public offering
price, if such determination occurred at or prior to 3:00 PM
New York City time on such date or (ii) 12:00 Noon on the
business day following the day on which the public offering
price was determined, if such determination occurred after
3:00 PM New York City time on such date; if filing of either
of the Final Prospectuses, or any supplement thereto, is
required pursuant to Rule 424(b), the Final Prospectuses, and
any such supplement, shall have been filed in the manner and
within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the
International Representatives the opinion of Cravath, Swaine &
Moore, counsel for the Company, dated the Closing Date, in
substantially the form of Exhibit A, if Debentures are issued,
of Exhibit B, if Common Stock is issued, or of Exhibit C, if
Preferred Stock is issued. In rendering such opinion, such
counsel may rely (A) as to matters involving the application
of laws of any jurisdiction other than the State of New York
or the United States, to the extent deemed proper and
specified in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are
satisfactory to counsel for the International Underwriters and
(B) as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and public
officials. References to the Final Prospectuses in this
paragraph (b) include any supplements thereto at the Closing
Date.
(c) The International Representatives shall have
received from Davis Polk & Wardwell, counsel for the
International Underwriters, such opinion or opinions, dated
the Closing Date, with respect to the issuance and sale of the
Securities, the Indenture, any Delayed Delivery Contracts, the
Registration Statement, the Final Prospectuses (together with
any supplement thereto) and other related matters as the
International Representatives may reasonably require, and the
Company shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass upon
such matters.
(d) The Company shall have furnished to the
International Representatives a certificate of the Company,
signed by the Chairman of the Board or the President and the
principal financial or accounting officer of the Company,
dated
12
<PAGE> 13
the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration
Statement, the Final Prospectuses, any supplement to the Final
Prospectuses and this Agreement and that:
(i) the representations and warranties
of the Company in this Agreement are true and correct
in all material respects on and as of the Closing
Date with the same effect as if made on the Closing
Date and the Company has complied with all the
agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the
Closing Date;
(ii) no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent
financial statements included in the Final
Prospectuses, there has been no material adverse
change, or any development involving a prospective
material advise change, in the condition (financial
or other), earnings, business or properties of the
Company and its subsidiaries, whether or not arising
from transactions in the ordinary course of business,
except as set forth in or contemplated in the Final
Prospectuses.
(e) At the Closing Date, Arthur Anderson LLP shall
have furnished to the International Representatives a letter
or letters (which may refer to letters previously delivered to
one or more of the International Representatives), dated as of
the Closing Date, in form and substance satisfactory to the
International Representatives, confirming that they are
independent accountants within the meaning of the Act and the
Exchange Act and the respective applicable published rules and
regulations thereunder and containing statements and
information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the
financial statements and certain financial information
contained in or incorporated by reference into the
Registration Statement and the Prospectuses.
References to the Prospectuses in this paragraph (e)
include any supplement thereto at the date of the letter.
In addition, except as provided in Schedule I hereto,
at the Execution Time, Arthur Anderson LLP shall have furnished to the
International Representatives a letter or letters, dated as of the Execution
Time, in form and substance satisfactory to the International Representatives,
to the effect set forth above.
(f) Subsequent to the Execution Time or, if earlier,
the dates as of which information is given in the Registration
Statement (exclusive of any amendment thereof) and the Final
Prospectuses (exclusive of any supplement thereto), there
shall not have been any change, or any development involving a
prospective material advise change, in the results of
operations, the financial condition or affecting the business
or properties of The Company and its subsidiaries the effect
of which is, in the reasonable judgment of the International
Representatives, so
13
<PAGE> 14
material and adverse to the Company and its subsidiaries taken
as a whole, as to make it impractical or inadvisable to
proceed with the offering or delivery of the Securities as
contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectuses (exclusive of
any supplement thereto).
(g) The Company shall have accepted Delayed Delivery
Contracts in any case where sales of Contract Securities
arranged by the International Underwriters have been approved
by the Company.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and as provided in
this Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the International Representatives and
counsel for the International Underwriters, this Agreement and all obligations
of the International Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by the International Representatives. Notice of
such cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.
The documents required to be delivered by this
Section 5 shall be delivered at the office of Cravath, Swaine & Moore, counsel
for The Columbia Gas System, Inc., at Worldwide Plaza, 825 Eighth Avenue, New
York, New York, on the Closing Date.
6. Reimbursement of International Underwriters'
Expenses. If the sale of the International Securities provided for herein is
not consummated because any condition to the obligations of the International
Underwriters set forth in Section 5 hereof is not satisfied, or because of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the International Underwriters, the Company will reimburse
the International Underwriters severally upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of
the International Securities.
7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each International Underwriter,
the directors, officers, employees and agents of each International Underwriter
and each person, if any, who controls any International Underwriter within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Base
Prospectus, any U.S. or International Preliminary Final Prospectus or in either
of the Final Prospectuses (if used within the period set forth in paragraph (b)
of Section 4 hereof and as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) or arising out of or based
14
<PAGE> 15
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of any International
Underwriter through the International Representatives specifically for
inclusion therein, or arises out of, or is based upon, statements in or
omissions from the part of the Registration Statement which shall constitute
the Statement of Eligibility and Qualification under the Trust Indenture Act
(Form T-1) of the Trustee under the Indenture; and provided further, however,
that indemnification with respect to any Preliminary Final Prospectus shall not
inure to the benefit of any International Underwriter from whom the person
asserting any such losses, claims, damages or liabilities purchased the
International Securities which are the subject thereof (or to the benefit of
any person controlling such International Underwriter), if such International
Underwriter (or the International Representatives on behalf of such
International Underwriter) failed to send or give a copy of the appropriate
Final Prospectus (as amended or supplemented if the Company shall have made any
amendments or supplements thereto which have theretofore been furnished to the
International Representatives or such International Underwriter), excluding any
documents incorporated by reference therein, to such person at or prior to the
written confirmation of the sale of such International Securities to such
person. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.
(b) Each International Underwriter severally agrees
to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each International
Underwriter, but only with reference to written information relating to such
International Underwriter furnished to the Company by or on behalf of such
International Underwriter through the International Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any International Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b). The indemnifying party shall be
entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the
15
<PAGE> 16
indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or, (ii) the named parties to any such proceeding
include both the indemnified party and the indemnifying party and
representation of both parties by the same counsel would be in appropriate due
to actual or potential differing interests between them, or (iii) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm (in addition to one local counsel in
each such jurisdiction) for all such indemnified parties, and that all such
fees and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the International Representatives in the case of
parties indemnified pursuant to the second preceding paragraph and by the
Company in the case of parties indemnified pursuant to the first preceding
paragraph. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment.
(d) In the event that the indemnity provided in paragraph (a)
or (b) of this Section 7 is unavailable or insufficient to hold harmless to
the extent provided for in paragraphs (a) and (b) hereof to an indemnified
party for any reason, the Company and the International Underwriters agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating
or defending same) (collectively "Losses") to which the Company and one or
more of the International Underwriters may be subject in such proportion as is
appropriate to reflect the relative benefits received by the Company and by
the International Underwriters from the offering of the International
Securities; provided, however, that in no case shall any International
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the International Securities) be responsible for
any amount in excess of the underwriting discount or commission applicable to
the International Securities purchased by such International Underwriter
hereunder. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, the Company and the International
Underwriters shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company and
of the International Underwriters in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal
to the total net proceeds from the offering (before deducting expenses), and
benefits received by the International Underwriters shall be deemed to be equal
to the total underwriting discounts and commissions, in each case as set forth
on the cover page of the Final International Prospectus. Relative fault shall
be determined by reference to whether any alleged untrue statement or omission
relates to information
16
<PAGE> 17
provided by the Company or the International Underwriters. The Company and the
International Underwriters agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 7, each
person who controls an International Underwriter within the meaning of either
the Act or the Exchange Act and each director, officer, employee and agent of
an International Underwriter shall have the same rights to contribution as such
International Underwriter, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).
8. Default by an International Underwriter. If any
one or more International Underwriters shall fail to purchase and pay for any
of the International Securities agreed to be purchased by such International
Underwriter or International Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining International Underwriters
shall be obligated severally to take up and pay for (in the respective
proportions which the amount of Securities set forth opposite their names in
Schedule II hereto bears to the aggregate amount of Securities set forth
opposite the names of all the remaining International Underwriters) the
International Securities which the defaulting International Underwriter or
International Underwriters agreed but failed to purchase; provided, however,
that in the event that the aggregate amount of International Securities which
the defaulting International Underwriter or International Underwriters agreed
but failed to purchase shall exceed 10% of the aggregate amount of
International Securities set forth in Schedule II hereto, the remaining
International Underwriters shall have the right to purchase all, but shall not
be under any obligation to purchase any, of the Securities, and if such
nondefaulting International Underwriters do not purchase all the Securities,
this Agreement will terminate without liability to any nondefaulting
International Underwriter or the Company. In the event of a default by any
International Underwriter as set forth in this Section 8, the Closing Date
shall be postponed for such period, not exceeding seven days, as either the
International Representatives or the Company shall determine in order that the
required changes in the Registration Statement and the Final Prospectuses or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting International Underwriter of its
liability, if any, to the Company and any nondefaulting International
Underwriter for damages occasioned by its default hereunder.
9. Termination. This Agreement shall be subject to
termination, in the absolute discretion of the International Representatives,
by notice given to the Company prior to delivery of and payment for the
International Securities, if prior to such time (i) trading in the Company's
Common Stock shall have been suspended by the Commission or the New York Stock
Exchange or trading in securities generally on the New York Stock Exchange
shall have been suspended or materially limited, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities or
17
<PAGE> 18
(iii) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis the effect of which on financial markets is such as to make
it, impracticable, in the reasonable judgement of the International
Representatives, or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Final International Prospectus (exclusive of
any supplement thereto).
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and other
statements of the Company or its officers and of the International Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any
International Underwriter or the Company or any of the officers, directors or
controlling persons referred to in Section 7 hereof and will survive delivery
of and payment for the International Securities. The provisions of Sections 6
and 7 hereof shall survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be
in writing and effective only on receipt, and, if sent to the International
Representatives, will be mailed, delivered or telegraphed and confirmed to
them, at the address specified in Schedule I hereto; or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to it at
Carolyn M. Afshar, Secretary, attention of the legal department.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to
in Section 7 hereof and no other person will have any right or obligation
hereunder.
13. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of New York without
reference to principles of conflicts of laws.
18
<PAGE> 19
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several International Underwriters.
Very truly yours,
The Columbia Gas System, Inc.
By: //s// M. W. O'Donnell
------------------------------
Name: M. W. O'Donnell
Title: Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
By:
-----------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
For themselves and the other
several International Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
or
By: //s// /Dominic Lepore
-------------------------------------
Name: Dominic Lepore
Title: Vice President
For itself and the other
several International Underwriters, if any,
named in Schedule II to the
foregoing Agreement.
19
<PAGE> 20
SCHEDULE I
International Underwriting Agreement dated March 14, 1996
Registration Statement No. 33-64555
International Representatives:
Salomon Brothers International Limited
Goldman Sachs International
Merrill Lynch International Limited
Smith Barney Inc.
Notices: In care of Salomon Brothers International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB
ENGLAND
Title, Purchase Price and Description of Securities:
Title: Common Stock, $10 par value
Number of shares: 1,000,000
Over-allotment option: up to an additional pro rata portion of
750,000 shares, at the International
Underwriters' option for thirty days
Purchase Price: Price to Public: $43.00 Underwriting
Discount: $1.40 per share Net Proceeds to
Company: $41.60
1
<PAGE> 21
Closing Date, Time and Location:
Date: March 19, 1996
Time: 9:30 a.m.
Location: The offices of Cravath, Swaine & Moore in
New York, New York
Type of Offering: Non-Delayed Offering
Comfort Letter of Arthur Anderson LLP referred to in Section 5(e): To be
delivered at the Closing
Account referred to in Section 3: PNC Bank, N.A.
Pittsburgh, PA
ABA #043000096
For Credit to: The Columbia Gas System, Inc.
Account #1002415423
Lock-up pursuant to Section 4(a)(vi) = 120 days
2
<PAGE> 22
SCHEDULE II
<TABLE>
<CAPTION>
Underwriters Shares
------------ to be Purchased
---------------
<S> <C>
Salomon Brothers International Limited 250,000
Goldman Sachs International 250,000
Merrill Lynch International Limited 250,000
Smith Barney Inc. 250,000
------------------------
Total..................................... 1,000,000
========================
</TABLE>
1
<PAGE> 23
EXHIBIT A
Form of Opinion of Special Counsel to the Company
The opinion of ___________________, counsel to the Company, to
be delivered pursuant to Section 5(b) of the document entitled The Columbia Gas
System, Inc., International Underwriting Agreement (Debentures) shall be to
the effect that:
(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing under the
laws of the State of Delaware and has due corporate authority
to carry on the business in which it is engaged;
(ii) based solely on certificates from the Secretary
of State or other comparable officer of each of the
jurisdictions of incorporation of the Company's material
subsidiaries, each of the Company's material subsidiaries
listed on an attached Schedule is a corporation duly
incorporated and validly existing under the laws of the
jurisdiction of its incorporation;
(iii) the Indenture has been duly authorized,
executed and delivered by the Company and is a valid and
binding agreement of the Company;
(iv) the Indenture has been duly qualified under the
Trust Indenture Act;
(v) the Debentures have been duly authorized, and
when executed and authenticated in accordance with the
provisions of the Indenture and delivered to and paid for by
the Underwriters pursuant to the Underwriting Agreement, will
be valid and binding obligations of the Corporation;
(vi) the Underwriting Agreement has been duly
authorized, executed and delivered by the Company and is a
valid and binding agreement of the Company, except as rights
to indemnity thereunder may be limited by applicable law;
(vii) the performance of the terms of the
Underwriting Agreement will not contravene any law or
regulation of the United States or the State of New York or
the General Corporation Law of the State of Delaware or
1
<PAGE> 24
the Restated Certificate of Incorporation or By-laws, as
amended, of the Company;
(viii) the statements in the Prospectus under the
caption "Description of Securities--Debentures", insofar as
they purport to constitute summaries of the terms of the
Debentures, fairly summarize the matters therein described;
(ix) the Registration Statement is effective under
the Securities Act of 1933 and, to the best of such counsel's
knowledge, no proceeding for a stop order with respect thereto
is pending or threatened under Section 8(d) of the Securities
Act of 1933.
In addition to the matters set forth above, such opinion shall
also include a statement to the effect that such counsel has participated in
conferences with certain officers of, and with the accountants and inside
counsel for, the Company concerning the preparation of the Registration
Statement and Prospectus and has made certain inquiries and investigations in
connection therewith and that, although such counsel is not assuming
responsibility for the accuracy or completeness of the statements made in the
Registration Statement and Prospectus, except insofar as such statements relate
to such counsel and except to the extent set forth in the preceding
subparagraph (viii), such counsel confirms that the Registration Statement and
the Prospectus (in each case except for the financial statements and other
information of a statistical, accounting or financial nature included therein,
as to which we do not express any view) comply as to form in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder and advises that nothing has come to
the attention of such counsel that gave such counsel reason to believe that the
Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the date of the
Prospectus Supplement, includes an untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading (in
each case except for the financial statements and other information of a
statistical, accounting or financial nature included therein, as to which such
counsel does not express any view).
2
<PAGE> 25
EXHIBIT B
Form of Opinion of Special Counsel to the Company
The opinion of _________________ counsel to the Company, to be
delivered pursuant to Section 5(b) of the document entitled The Columbia Gas
System, Inc., International Underwriting Agreement (Common Stock) shall be to
the effect that:
(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing under the
laws of the State of Delaware and has due corporate authority
to carry on the business in which it is engaged;
(ii) based solely on certificates from the Secretary
of State or other comparable officer of each of the
jurisdictions of incorporation of the Company's material
subsidiaries, each of the Company's material subsidiaries
listed on an attached Schedule is a corporation duly
incorporated and validly existing under the laws of the
jurisdiction of its incorporation;
(iii) the Securities have been duly authorized, and
when issued and delivered to and paid for by the Underwriters
in accordance with the terms of the Underwriting Agreement,
will have been validly issued, fully paid and nonassessable
and the holders of outstanding shares of capital stock of the
Company are not entitled to statutory pre-emptive or, to such
Counsel's knowledge, other rights to subscribe for the
Securities;
(iv) the Underwriting Agreement has been duly
authorized, executed and delivered by the Company and is a
valid and binding agreement of the Company, except as rights
to indemnity thereunder may be limited by applicable law;
(v) the performance of the Underwriting Agreement
will not contravene any law or regulation of the United States
or the State of New York or the General Corporation Law of the
State of Delaware or the Certificate of Incorporation or
By-laws of the Company and no consent, approval or
authorization of any United States Federal, New York or, to
the extent required under the General Corporation Law of the
State of Delaware, Delaware governmental body or agency is
required for the performance by the Company of its obligations
under the Underwriting Agreement, except such as have been
obtained under the Securities Act and such as may be required
under the securities laws of the various states and the blue
sky laws of any jurisdiction and the securities laws of the
various states and the blue sky laws of any jurisdiction in
connection with the offer and sale of the Shares;
(vi) the Registration Statement is effective under
the Securities Act of 1933 and to the best of such counsel's
knowledge, no proceeding
<PAGE> 26
for a stop order with respect thereto is pending or threatened
under Section 8(d) of the Securities Act of 1933;
(vii) to the best knowledge of such counsel there is
no pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries,
of a character required to be disclosed in the Registration
Statement which is not adequately disclosed in the Final
Prospectus, and there is no franchise, contract or other
document of a character required to be described in the
Registration Statement or the Final Prospectus, or to be filed
as an exhibit, which is not described or filed as required;
and the statements included or incorporated in the Final
Prospectus describing any legal proceedings or material
contracts or agreements relating to the Company fairly
summarize such matters; and
(viii) the statements made in the Prospectus under
the caption "Description of Securities -- Common Stock",
insofar as they purport to constitute summaries of the terms
of the Common Stock, fairly summarize the matters therein
described.
In addition to the matters set forth above, such opinion shall
also include a statement to the effect that such counsel has participated in
conferences with certain officers of, and with the accountants and inside
counsel for, the Company concerning the preparation of the Registration
Statement and Prospectus and has made certain inquiries and investigations in
connection therewith and that, although such counsel is not assuming
responsibility for the accuracy or completeness of the statements made in the
Registration Statement and Prospectus, except insofar as such statements relate
to such counsel and except to the extent set forth in the preceding
subparagraph (viii), such counsel confirms that the Registration Statement and
the Prospectus (in each case except for the financial statements and other
information of a statistical, accounting or financial nature included therein,
as to which we do not express any view) comply as to form in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder and advises that nothing has come to
the attention of such counsel that gave such counsel reason to believe that the
Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the date of the
Prospectus Supplement, includes an untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading (in
each case except for the financial statements and other information of a
statistical, accounting or financial nature included therein, as to which such
counsel does not express any view).
2
<PAGE> 27
EXHIBIT C
Form of Opinion of Special Counsel to the Company
The opinion of ____________________, counsel to the Company,
to be delivered pursuant to Section 5(b) of the document entitled The Columbia
Gas System, Inc., International Underwriting Agreement (Preferred Stock) shall
be to the effect that:
(i) the Company has been duly incorporated, is
validly existing as a corporation in good standing under the
laws of the State of Delaware and has due corporate authority
to carry on the business in which it is engaged;
(ii) based solely on certificates from the Secretary
of State or other comparable officer of each of the
jurisdictions of incorporation of the Company's material
subsidiaries, each of the Company's material subsidiaries
listed on an attached Schedule is a corporation duly
incorporated and validly existing under the laws of the
jurisdiction of its incorporation;
(iii) the Securities have been duly authorized, and
when issued and delivered to and paid for by the Underwriters
in accordance with the terms of the Underwriting Agreement,
will have been validly issued, fully paid and nonassessable,
and holders of outstanding shares of capital stock are not
entitled to statutory preemptive or, to such counsel's
knowledge, similar rights;
(iv) the Underwriting Agreement has been duly
authorized, executed and delivered by the Company and is a
valid and binding agreement of the Company, except as rights
to indemnity thereunder may be limited by applicable law;
(v) the performance of the Underwriting Agreement
will not contravene any law or regulation of the United States
or the State of New York or the General Corporation Law of the
State of Delaware or the Certificate of Incorporation or
By-laws of the Company and no consent, approval or
authorization of any United States Federal, New York or, to
the extent required under the General Corporation Law of the
State of Delaware, Delaware governmental body or agency is
required for the performance by the Company of its obligations
under the U.S. Underwriting Agreement and the International
Underwriting Agreement, except such as have been obtained
under the Securities Act and such as may be required under the
securities laws of the various states and the blue sky laws of
any jurisdiction in connection in with the offer and sale of
the Shares;
<PAGE> 28
(vi) the Registration Statement is effective under
the Securities Act of 1933 and to the best of such counsel's
knowledge, no proceeding for a stop order with respect thereto
is pending or threatened under Section 8(d) of the Securities
Act of 1933; and
(vii) the statements made in the Prospectus under the
caption "Description of Securities -- Preferred Stock",
insofar as they purport to constitute summaries of the terms
of the Preferred Stock, fairly summarize the matters therein
described.
In addition to the matters set forth above, such opinion shall
also include a statement to the effect that such counsel has participated in
conferences with certain officers of, and with the accountants and inside
counsel for, the Company concerning the preparation of the Registration
Statement and Prospectus and has made certain inquiries and investigations in
connection therewith and that, although such counsel is not assuming
responsibility for the accuracy or completeness of the statements made in the
Registration Statement and Prospectus, except insofar as such statements relate
to such counsel and except to the extent set forth in the preceding
subparagraph (vii), such counsel confirms that the Registration Statement and
the Prospectus (in each case except for the financial statements and other
information of a statistical, accounting or financial nature included therein,
as to which we do not express any view) comply as to form in all material
respects to the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder and advises that nothing has come to
the attention of such counsel that gave such counsel reason to believe that the
Registration Statement, at the time the Registration Statement became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the date of the
Prospectus Supplement, includes an untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading (in
each case except for the financial statements and other information of a
statistical, accounting or financial nature included therein, as to which such
counsel does not express any view).
2
<PAGE> 1
Exhibit F-3
April 16, 1996
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
Re: The Columbia Gas System, Inc.
File No. 70-8627
I have acted as counsel for The Columbia Gas System, Inc., a Delaware
corporation ("Columbia"), and a registered holding company under the Public
Utility Holding Company Act of 1935 (the "Holding Company Act") and at its
request, in connection with its recently completed issuance and sale of
5,750,000 shares of Columbia's authorized common stock, $10 par value per share
(the "Additional Common Stock"). The foregoing issuance is more fully
described in the Application-Declaration on Form U-1 (File No. 70-8627), and
certain pre-effective and post-effective amendments thereto, including a
certificate pursuant to Holding Company Act Rule 24 being filed simultaneously
herewith (the "Certificate"). The Application-Declaration, as amended, is
hereinafter called the "Declaration", and the issuance described above is
hereinafter called the "Issuance".
In connection with the foregoing, I have examined among other things,
a copy of each of the following documents:
(a) the Common Stock Registration Statement on Form S-3
(Registration No. 33-64555) filed on November 22,
1995, by Columbia with the U.S. Securities and
Exchange Commission (the "Commission") for the
registration of the Additional Common Stock under the
Securities Act of 1933 and Amendment Nos. 1, 2, and 3
to said Registration Statement filed on February 15,
1996, February 23, 1996, and March 8, 1996,
respectively; the related Prospectus filed on March
8, 1996 and the Order of the Commission declaring the
Registration Statement effective issued on March 11,
1996;
(b) the Declaration and the Orders of the Commission
dated August 23, 1995 and March 15, 1996;
(c) the Restated Certificate of Incorporation, as
amended, and Bylaws of Columbia;
(d) the resolutions adopted by the Board of Directors of
the Corporation at
<PAGE> 2
U.S. Securities and Exchange Commission
April 16, 1996
Page 2
meetings held on October 18, 1995 and January 17,
1996 and adopted by the Executive Committee on March
14, 1996; and
(e) such other records, documents and matters as I have
deemed necessary to enable me to render this opinion.
Based upon the foregoing and relying thereupon, I am of the opinion
that:
1. Columbia is a validly organized and duly existing corporation
under the laws of the State of Delaware;
2. all state laws applicable to the Issuance have been complied
with;
3. the shares of Additional Common Stock that were offered and
sold are validly issued, fully paid and non-assessable, and
the holders thereof are entitled to the rights and privileges
appertaining thereto as set forth in Columbia's Restated
Certificate of Incorporation; and
4. the legal rights of the holders of any securities issued by
Columbia or any associate company thereof have not been
violated by the consummation of the Issuance.
I hereby consent to the filing of this opinion as an exhibit to the
Certificate.
Very truly yours,
//s// Joyce Koria Hayes
------------------------------------------------
Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System Service Corporation
