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File No. 70-8627
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
POST-EFFECTIVE AMENDMENT NO. 1
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, DE 19807
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(Name of Company or Companies Filing This Statement
and Addresses of the Principal Executive Offices)
THE COLUMBIA GAS SYSTEM, INC.
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(Name of Top Registered Holding Company Parent of
Each Applicant or Declarant)
L. J. BAINTER, TREASURER
The Columbia Gas System, Inc.
20 Montchanin Road
Wilmington, DE 19807
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(Name and Address of Principal Agent for Service)
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
The Columbia Gas System, Inc. ("Columbia"), a registered public
utility holding company, has proposed to sell up to 5,750,000 shares of its
common stock ("Common Stock") pursuant to the Order of the Commission dated
August 25, 1995 (HCAR 35-26361; 70-8627) in order to reduce a portion of the
short-term bridge financing required to redeem the 7.89% Preferred Stock, Series
A ("Series A Preferred Stock") and 5.22% Convertible Preferred Stock, Series B
("Series B DECS"). The Series A Preferred Stock and Series B DECS were issued
on November 28, 1995 pursuant to the Third Amended Plan of Reorganization of
Columbia dated July 27, 1995 (the "Plan"). Pursuant to the Plan, Columbia had
the option to redeem the Series A Preferred Stock and Series B DECS without
penalty or dividends for a period of 90 days after issuance. Columbia exercised
this option on February 26, 1996 using funds borrowed under Columbia's credit
facility as temporary financing. This transaction resulted in a savings to
Columbia of approximately $5.3 million in foregone dividend payments.
The Common Stock will consist of up to 4,333,845 shares of previously
authorized but unissued shares and 1,416,155 shares of stock previously issued
and held as treasury stock. The Common Stock was registered with the
Commission under the Securities Act of 1933 with Columbia's registration
statement on Form S-3 being declared effective by the Commission's Division of
Corporation Finance, pursuant to delegated authority, on March 11, 1996. The
Commission has reserved jurisdiction over the final terms of the Common Stock
offering under the Public Utility Holding Company Act of 1935 (the "Act"). The
purpose of this filing is to provide the final terms of the offering to enable
the Commission to issue a Supplemental Order under the Act.
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On March 14, 1996, Columbia's Executive Committee of the Board of
Directors approved an offering of Common Stock with the following terms:
Number of Shares: Up to 5,750,000 shares of Common Stock
including 750,000 sold to
underwriters pursuant to
an over-allotment option and
1,416,155 shares previously held as
treasury shares.
Underwriting Group: United States and Canada
Salomon Brothers Inc
Goldman, Sachs & Co.
Merrill Lynch & Co.
Smith Barney Inc.
International
Salomon Brothers International Limited
Goldman Sachs International
Merrill Lynch International Limited
Smith Barney Inc.
Price to Columbia: $41.60 per share
Underwriters' Compensation: $ 1.40 per share
Public Offering Price: $43.00 per share
ITEM 2. FEES, COMMISSIONS AND EXPENSES
(a) State 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.
The following is an itemized statement of the estimated amounts of
all expenses in connection with the proposed issuance of up to 5,750,000 shares
of Common Stock:
<TABLE>
<S> <C>
Filing Fees, Securities and Exchange Commission . . . $ 86,000
Printing of Registration Statement, Prospectus,
and Other Miscellaneous Papers . . . . . . . . . . 35,000
Legal Fees . . . . . . . . . . . . . . . . . . . . . 55,000
Independent Accountants' Fees . . . . . . . . . . . . 40,000
Rating Fees . . . . . . . . . . . . . . . . . . . . . 65,000
Service Charges, Columbia Gas System Service Corp. . 50,000
Reimbursement for Blue Sky Filing Fees and Expenses . 7,500
Other Miscellaneous Expenses . . . . . . . . . . . . 15,000
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Total Expenses . . . . . . . . . . . . . . . . . . $353,500
========
</TABLE>
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.
It is requested that the Commission issue its Supplemental Order by
9:00 a.m. on March 15, 1996.
ITEM 6. EXHIBITS
The following exhibit is made a part of this Application-Declaration:
(a) Exhibits
F-2 Opinion of Counsel.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Application-Declaration to be
signed on its behalf by the undersigned thereunto duly authorized.
THE COLUMBIA GAS SYSTEM, INC.
Date: March 14, 1996 By: /s/ L. J. BAINTER
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L. J. Bainter
Treasurer
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EXHIBIT INDEX
Exhibits
F-2 Opinion of Counsel.
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March 14, 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 am acting 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 the issuance and sale of up to 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 Post-Effective
Amendment No. 1 being filed simultaneously herewith (the
Application-Declaration as amended, is hereinafter called the "Declaration",
and the issuance described above is hereinafter called the Proposed 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 1993 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 assurance to my satisfaction that
the order of the Commission declaring the Registration Statement
effective was issued on March 11, 1996;
(b) the Declaration and the Order of the Commission dated August 23,
1995;
(c) the Restated Certificate of Incorporation as amended and Bylaws
of Columbia;
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U.S. Securities and Exchange Commission
March 14, 1996
Page 2
(d) the resolutions adopted by the Board of Directors of the
Corporation at 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. When
(i) the Commission shall have issued a favorable order under
the Holding Company Act permitting the issuance of the
Additional Common Stock pursuant to the General Rules and
Regulations under the Holding Company Act;
(ii) certificates representing the shares of Additional Common
Stock being offered and sold having the seal of the
Corporation or a facsimile thereof affixed thereto or
reproduced thereon shall have been executed by the manual
or facsimile signature of the proper officers of Columbia
and delivered to the purchasers thereof against due
payment therefor; and
(iii) the Proposed Issuance, in all other respects, shall have
been consummated in accordance with the Declaration and
the above-mentioned orders of the Commission;
(a) all state laws applicable to the proposed transaction will have
been complied with;
(b) the shares of Additional Common Stock being offered and sold will
be validly issued, fully paid and non-assessable, and the holders
thereof will be entitled to the rights and privileges
appertaining thereto set forth in Columbia's Restated Certificate
of Incorporation; and
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U.S. Securities and Exchange Commission
March 14, 1996
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(c) the legal rights of the holders of any securities issued
by Columbia or any associate company thereof will not
have been violated by the consummation of the Proposed
Issuance.
I hereby consent to the filing of this opinion as an exhibit to the
Application-Declaration.
Very truly yours,
/s/ JOYCE KORIA HAYES
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Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
Columbia Gas System Service Corporation
