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File No. 70-8925
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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THE COLUMBIA GAS SYSTEM, INC. COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA GAS SYSTEM SERVICE CORPORATION COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA LNG CORPORATION COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ATLANTIC TRADING CORPORATION 121 Hill Pointe Drive
12355 Sunrise Valley Drive Suite 100
Suite 300 Canonsburg, PA 15317
Reston, VA 20191-3458
COLUMBIA GULF TRANSMISSION COMPANY
TRISTAR VENTURES CORPORATION COLUMBIA GAS TRANSMISSION CORPORATION
TRISTAR CAPITAL CORPORATION 1700 MacCorkle Avenue, S.E.
TRISTAR PEDRICK LIMITED CORPORATION Charleston, WV 25314
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION COLUMBIA NETWORK SERVICES CORPORATION
TRISTAR VINELAND LIMITED CORPORATION 1600 Dublin Road
TRISTAR VINELAND GENERAL CORPORATION Columbus, OH 43215-1082
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION COMMONWEALTH PROPANE, INC.
TRISTAR GEORGETOWN LIMITED CORPORATION COLUMBIA PROPANE CORPORATION
TRISTAR FUEL CELLS CORPORATION 9200 Arboretum Parkway, Ste 140
TVC NINE CORPORATION Richmond, VA 23236
TVC TEN CORPORATION
TRISTAR SYSTEM, INC. COLUMBIA GAS OF KENTUCKY, INC.
205 Van Buren COLUMBIA GAS OF OHIO, INC.
Herndon, VA 22070 COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA NATURAL RESOURCES, INC. COMMONWEALTH GAS SERVICES, INC.
900 Pennsylvania Avenue 200 Civic Center Drive
Charleston, WV 25302 Columbus, OH 43215
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(Names of company or companies filing this statement
and addresses of principal executive offices)
THE COLUMBIA GAS SYSTEM, INC.
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(Name of top registered holding company parent of
each applicant or declarant)
J. W. Trost, Vice President
COLUMBIA GAS SYSTEM SERVICE CORPORATION
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
(Name and address of agent for service)(Other Agents for Service are Listed
on the Reverse Side of the Front Cover)
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Names and Addresses of Subsidiary Company Agents for Service:
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M. A. CHANDLER, Treasurer S. M. NORDIN, Treasurer
Columbia Natural Resources, Inc. Commonwealth Propane, Inc.
900 Pennsylvania Avenue Columbia Propane Corporation
Charleston, WV 25302 9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
D. DETAR, Treasurer
TriStar Ventures Corporation D. L. GELBAUGH, Vice President
TriStar Pedrick Limited Corporation Columbia Gas of Ohio, Inc.
TriStar Pedrick General Corporation Columbia Gas of Kentucky, Inc.
TriStar Binghamton Limited Corporation Commonwealth Gas Services, Inc.
TriStar Binghamton General Corporation Columbia Gas of Pennsylvania, Inc.
TriStar Vineland Limited Corporation Columbia Gas of Maryland, Inc.
TriStar Vineland General Corporation 200 Civic Center Drive
TriStar Rumford Limited Corporation Columbus, OH 43215
TriStar Georgetown Limited Corporation
TriStar Georgetown General Corporation N. C. Zola, Treasurer
TriStar Fuel Cells Corporation Columbia Gas Transmission Corporation
TVC Nine Corporation Columbia Gulf Transmission Company
TVC Ten Corporation 1700 MacCorkle Avenue,. S. E.
TriStar System, Inc. Charleston, WV 25314
205 Van Buren
Herndon, VA 22070 D. FURLANO, Treasurer
Columbia Network Services
S. T. MACQUEEN, Treasurer 1600 Dublin Road
Columbia LNG Corporation Columbus, OH 43215-1082
12355 Sunrise Valley Drive
Suite 300 ROBERT GUSTAFSON, Controller
Reston, VA 20191-3458 Columbia Energy Services Corporation
Columbia Energy Marketing Corporation
J. W. TROST, Vice President Columbia Service Partners, Inc.
Columbia Gas System Service Corporation 121 Hill Pointe Drive
12355 Sunrise Valley Drive, Suite 300 Suite 100
Reston, VA 20191-3420 Canonsburg, PA 15317
J. W. GROSSMAN, Treasurer
TriStar Capital Corporation
Columbia Atlantic Trading Corporation
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
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(Names and Addresses of Other Agents for Service)
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The Application - Declaration as previously filed is hereby amended as follows:
Item 6. Exhibits and Financial Statements
(a) Exhibit
F Opinion of Counsel for Columbia and Subsidiaries
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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 Amendment to be signed
on their behalf by the undersigned thereunto duly authorized.
The signatures of the applicants and of the persons signing on their
behalf are restricted to the information contained in this application which is
pertinent to the application of the respective companies.
THE COLUMBIA GAS SYSTEM, INC.
DATE: December 10, 1996 BY: //s//M. W. O'Donnell
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M. W. O'Donnell, Senior Vice
President & Chief Financial Officer
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COMMONWEALTH GAS SERVICES, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA PROPANE CORPORATION
COMMONWEALTH PROPANE, INC.
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA NATURAL RESOURCES, INC.
TRISTAR CAPITAL CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA NETWORK SERVICES CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
TRISTAR VENTURES CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TVC NINE CORPORATION
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TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
DATE: December 10, 1996 BY: //s//J. W. Trost
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J. W. Trost, Vice President
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Exhibit F
December 10, 1996
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Re: The Columbia Gas System, Inc., et al.
File No. 70-8925
As counsel for The Columbia Gas System, Inc. ("Columbia"), a Delaware
corporation and a holding company registered under the Public Utility Holding
Company Act of 1935 (the "Act"), and at its request, I deliver to you this
Opinion of Counsel for filing as Exhibit F to the Joint Application-Declaration
on Form U-1 (File No. 70-8925) of Columbia and certain of its subsidiary
companies, including Columbia Gas of Ohio, Inc., Columbia Gas of Kentucky,
Inc., Columbia Gas of Pennsylvania, Inc., Commonwealth Gas Services, Inc.,
Columbia Gas of Maryland, Inc., Columbia LNG Corporation, Columbia Gas
Transmission Corporation, Columbia Gulf Transmission Company, Columbia Atlantic
Trading Corporation, Columbia Energy Services Corporation, Columbia Service
Partners, Inc., Columbia Energy Marketing Corporation, Columbia Network
Services Corporation, Commonwealth Propane, Inc. Columbia Propane Corporation,
Columbia Gas System Service Corporation, TriStar Ventures Corporation, TriStar
Capital Corporation, Columbia Natural Resources, Inc., TriStar Pedrick Limited
Corporation, TriStar Pedrick General Corporation, TriStar Binghamton Limited
Corporation, TriStar Binghamton General Corporation, TriStar Vineland Limited
Corporation, TriStar Vineland General Corporation, TriStar Rumford Limited
Corporation, TriStar Georgetown Limited Corporation, TriStar Georgetown General
Corporation, TriStar Fuel Cells Corporation, TVC Nine Corporation, TVC Ten
Corporation and TriStar System, Inc. (hereinafter, referred to collectively, as
the "Subsidiaries"), relating to:
1. Columbia's proposed external short-term debt financing for
general corporate purposes through December 31, 2001 of up to
1 billion dollars outstanding at any one time under the
credit agreement dated as of November 28, 1995 between
Columbia and Citibank, N.A., as agent, as amended, as may be
amended or replaced, through the issuance of commercial paper,
the sale of Bid Notes (via the entry into individual Bid Note
Agreements with one or more commercial banks) and other forms of
short-term financing generally available to borrowers with
investment grade ratings (including, without limitation, the
issuance of medium-term notes under the Indenture dated as of
November 28, 1995, between Columbia and Marine Midland Bank, as
Trustee, as amended (the "Indenture"), as more fully described
in the Application-Declaration);
2. Columbia's proposed external long-term financing through the
issuance from time-to-time, prior to December 31, 2001, of
long-term securities consisting of Notes under the Indenture,
common stock, preferred stock, or other debt or equity securities
in an aggregate amount not exceeding 5 billion dollars, as more
fully described in the Application-Declaration;
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3. Columbia's proposed interest rate hedging transactions through
December 31, 2001, using various derivative instruments, with
respect to existing and anticipated issuances of fixed rate or
floating rate debt, as more fully described in the
Application-Declaration;
4. The sale to Columbia by the Subsidiaries, for cash, common
stock, short-term securities and Notes, from time-to-time as
required for contingencies, such as higher gas prices, warm
weather, amounts of projected tax refunds, amounts of rate
refunds and the variability of capital expenditure programs,
up to specified amounts, as more fully described in the
Application-Declaration;
5. Loans to and borrowings from the Intrasystem Money Pool
evidenced by Money Pool Notes, from time-to-time through
December 31, 2001;
6. Columbia's and certain non-utility subsidiaries' issuance of
guarantees, procurement of letters of credit and other forms
of credit support with respect to the on-going ordinary
course of business obligations of such subsidiaries, from
time-to-time, through December 31, 2001, in an amount
outstanding at any one time not exceeding 500 million
dollars, as more fully described in the
Application-Declaration;
7. The reduction in authorized shares of certain of the
Subsidiaries, through amendments to their respective
certificates or incorporation, in order to reduce state
franchise taxes, as more fully described in the
Application-Declaration;
8. The reincorporation of Columbia Natural Resources, Inc. in
Delaware, under a plan or reorganization and merger, as more
fully described in the Application-Declaration;
9. Potential non-utility Subsidiary external financings, subject
to a reservation of jurisdiction by this Commission, as more
fully described in the Application-Declaration;
10. Columbia's and certain non-utility Subsidiaries' proposed
organization of financing entities through the formation of
new corporations, trusts, partnerships or other entities, for
the issuance and/or acquisition of debt or equity securities,
as more fully described in the Application-Declaration; and
11. The financing of exempt wholesale generators and foreign
utility companies in compliance with Rule 53 under the Act,
as more fully described in the Application-Declaration.
The above Items 1 through 11, as more fully described in the
Application-Declaration, are hereinafter referred to sometimes as the "Proposed
Transactions".
In connection with the above, I have examined:
(i) the Application-Declaration;
(ii) a copy of the Restated Certificate of Incorporation of
Columbia, as amended;
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(iii) the Credit Agreement dated as of November 28, 1995,
between Columbia and Citibank, N.A., as agent, as amended,
and approved by order of this Commission dated August 25,
1995 (HCAR No. 35-26361);
(iv) the Indenture dated as of November 28, 1995, between
Columbia and Marine Midland Bank, as Trustee, as amended,
and approved by order of this Commission dated August 25,
1995 (HCAR No. 35-26361); and
(v) such other documents, records and matters of law as I
deemed necessary to enable me to render this Opinion.
Based upon the foregoing and relying thereupon, I am of the
opinion that, assuming (i) the Proposed Transactions are consummated in
accordance with the Application-Declaration, (ii) all applications either
currently pending or subsequently made to the appropriate state regulatory
agencies for authority to consummate the Proposed Transactions are granted, and
(iii) all taxes and government charges in connection with such transactions are
paid:
(a) all state laws applicable to the Proposed Transactions
will have been complied with;
(b) Columbia and each of the Subsidiaries are validly
organized and duly existing corporations in their
respective states of incorporation;
(c) the equity securities to be issued by Columbia and the
Subsidiaries in the Proposed Transactions will be validly
issued, fully paid and nonassessable, and the holders
thereof shall be entitled to the rights and privileges
pertaining thereto as set forth in the applicable
certificates of incorporation or the certificates of
designation which define such rights and privileges;
(d) the various short-term debt instruments, guarantees and
Notes to be issued by Columbia and certain of the
Subsidiaries as part of the Proposed Transactions
indicated above will be valid and binding obligations of
Columbia and such Subsidiaries in accordance with the
terms of said instruments, guarantees and Notes, and
Columbia will have legally acquired such Notes;
(e) Subsidiaries advancing funds under the terms of the
Intrasystem Money Pool will have a valid claim against
each of the Subsidiaries to whom funds are advanced
pursuant to the Intrasystem Money Pool for the amounts so
advanced; and
(f) the consummation of the Proposed Transactions will not
violate the legal rights of the holders of any securities
issued by Columbia, or the Subsidiaries, or by any
associate company thereof.
I hereby consent to the filing of this Opinion as an Exhibit to
the Application-Declaration.
Very truly yours,
/s/Mark A. Cleaves
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Mark A. Cleaves, Esquire
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