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File No. 70-
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3420
COLUMBIA GAS OF MARYLAND, INC.
200 Civic Center Drive
Columbus, OH 43215
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(Names of company or companies filing this statement
and addresses of principal executive offices)
THE COLUMBIA GAS SYSTEM, INC.
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(Name of top registered holding company parent of
each applicant or declarant)
J. W. Trost, Vice President
COLUMBIA GAS SYSTEM SERVICE CORPORATION
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3420
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(Name and address of agent for service)
(Other Agents for Service are Listed on the Reverse Side of the Front Cover)
Names and Addresses of Subsidiary Company Agents for Service:
D. L. GELBAUGH, Vice President
Columbia Gas of Maryland, Inc.
200 Civic Center Drive
Columbus, OH 43215
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(Names and Addresses of Other Agents for Service)
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Item 1. Description of Proposed Transaction
The Columbia Gas System, Inc. (Columbia) and Columbia Gas of
Maryland, Inc. (Columbia Maryland) are seeking Commission authorization
to re-finance Columbia Maryland's long-term debt outstanding as of August 21,
1996, by exchanging Installment Promissory Notes ("Old Notes") previously
issued by Columbia Maryland to Columbia for new Promissory Notes ("New Notes").
The New Notes will have a weighted average interest rate lower than the
weighted average interest rate of the Old Notes currently outstanding. This
transaction, subject to Commission approval, will occur on or around December
31, 1996. This application is similiar to Columbia's Form U-1 (70-8471), and
subsequent post-effective amendments which were approved by the Commission on
December 22, 1994 (Release No. 35-2621) and January 25, 1995 (Release No.
35-26462).
On or about December 31, 1996, Columbia Maryland intends to
exchange all Old Notes previously issued to Columbia through the period August
21, 1996, or, approximately $18 million for New Notes. The New Notes will have
a weighted average interest rate lower than the weighted average interest rate
of the Old Notes currently outstanding. The Commission previously authorized
this transaction through the issuance of a Supplemental Order dated January 25,
1996, in response to Post-Effective Amendment No. 13 (Release No. 35-26462;
70-8471). However, due to various administrative delays, the above described
transaction has not yet occurred. To minimize administrative burden, and to
logically coordinate the internal financing process with other subsidiaries,
Columbia wishes to re-finance Columbia Maryland and certain of its other
subsidiaries including Columbia of Kentucky, Inc., Columbia of Ohio, Inc.,
Columbia of Pennsylvania, Inc., and Commonwealth Gas Services, Inc. at the same
time. These respective subsidiaries are in the process of obtaining state
regulatory approvals that will authorize the re-financing of long term debt
held by Columbia as of August 21, 1996, by way of exchanging existing Old Notes
for New Notes. Under Section 6 of the Public Utility Holding Company Act of
1935 (Act), the Commission exempts itself from oversight responsibility for
certain financing matters if a state commission of the state in which a
subsidiary company is organized and doing business expressly authorizes the
proposed transaction(s). All of Columbia's "utility company" long term
financing activities are expressly authorized by their respective state
commissions with the exception of Columbia Maryland. Subject to the
appropriate State Commission approvals for the "utility company" subsidiaries,
the transaction described in this application will occur on or about December
31, 1996.
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The maturities and interest rates of the New Note issuance will
mirror the 7 series of Debentures that were issued by Columbia upon emergence
from bankruptcy. The issuance of the Columbia debentures was authorized by the
Commission in Release No. 35-26361; 70-8627. The New Notes will be governed
by the terms of a loan agreement in certificated form, will be secured or
unsecured, will be dated the date of their issue, and may have other provisions
as described in the form of the Notes. The applicable loan agreement and form
of the New Note were previously provided to the Commission by way of
Post-Effective Amendment No. 8 to Form U-1 (Release No. 35-26462; 70-8471).
Item 2. Fees, Commissions and Expenses.
(a) State (1) the fees, commissions and expenses paid or incurred,
or to be paid or incurred, directly or indirectly, in connection with the
proposed transaction by the applicant or declarant or any associate company
thereof, and (2) if the proposed transaction involves the sale of securities at
competitive bidding, the fees and expenses to be paid to counsel selected by
applicant or declarant to act for the successful bidder.
<TABLE>
<S> <C>
Services of Columbia Gas System Service Corporation (Service Corporation)
in connection with the preparation of the Application-Declaration . . . . . . . . . . . . $ 2,000
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Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,000
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</TABLE>
(b) If any person to whom fees or commissions have been or are to
be paid in connection with the proposed transaction is an associate company or
an affiliate of the applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
Service Corporation will perform certain services at cost as set
forth in Item 2(a) above.
Item 3. Applicable Statutory Provisions
(a) State the section of the Act and the rules thereunder believed
to be applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of
exemption.
The issuance of securities is governed by Sections 6 and 7 of the Act
and Rule 43 thereunder. Section 9 and 10 of the Act, and Rule 43 promulgated
thereunder, are applicable to the acquisition
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of the Subsidiaries' securities by Columbia. The lending of funds by Columbia
to its subsidiaries is governed by Section 12(b) and Rule 45 thereunder.
Rule 52 provides an exemption from the provisions of Sections 6, 7,
9 and 10 for the issuance of securities by the Subsidiaries and the acquisition
thereof by Columbia, except for Columbia Maryland which does not qualify for
such an exemption. However, Rule 45(b)(1) provides an exemption from the
provisions of Section 12(b) and Rule 45(a) for the lending of funds by Columbia
to the Subsidiaries.
To the extent that the transactions which are the subject matter of
the Application-Declaration are considered by the Commission to require
authorization, approval or exemption under any section of the Act or provision
of the rules and regulations other than those specifically referred to herein,
request for such authorization, approval or exemption is hereby made.
Item 4. Regulatory Approval
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the Securities and Exchange
Commission) over the proposed transaction.
Columbia has utility subsidiary companies in five states, including
Ohio, Virginia, Pennsylvania, Kentucky, and Maryland. All of these states have
state public utility commissions which are statutorily authorized to approve
the issuance and sale of securities by utility companies within their
respective states. Maryland, however, only requires state commission approval
of the issuance of securities of a public service company incorporated under
the laws of Maryland. Columbia Maryland is incorporated in the state of
Delaware, and therefore does not require public service commission approval of
an issuance of securities.
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with the
proposed transaction.
Not Applicable.
Item 5. Procedure.
(a) State the date when Commission action is requested. If the
date is less than 40 days from the date of the original filing, set forth the
reasons for acceleration.
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Columbia respectfully requests that the Commission issue its Notice
by November 15, 1996, and issue its Order on or before December 15, 1996.
(b) State (i) whether there should be a recommended decision by a
hearing officer, (ii) whether there should be a recommended decision by any
other responsible officer of the Commission, (iii) whether the Division of
Investment Management may assist in the preparation of the Commission's
decision, and (iv) whether there should be a 30-day waiting period between the
issuance of the Commission's order and the date on which it is to become
effective.
Applicants hereby (i) waive a recommended decision by a hearing
officer, (ii) waive a recommended decision by any other responsible officer or
the Commission, (iii) consent that the Division of Investment Management may
assist in the preparation of the Commission's decision, and (iv) waive a 30-day
waiting period between the issuance of the Commission's order and the date on
which it is to become effective.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned companies have duly caused this Declaration
to be signed on their behalf by the undersigned thereunto duly
authorized.
The signatures of the applicants and of the persons signing on
their behalf are restricted to the information contained in this application
which is pertinent to the application of the respective companies.
THE COLUMBIA GAS SYSTEM, INC.
DATE: by:
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M. W. O'Donnell, Senior Vice
President & Chief Financial Officer
COLUMBIA GAS OF MARYLAND, INC.
DATE: by:
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J. W. Trost, Vice President
