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File No. 70-8791
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Amendment No. 2 to
Form U-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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(Names of company or companies filing this statement
and addresses of principal executive offices)
L. J. Bainter, Treasurer
The Columbia Gas System, Inc.
20 Montchanin Road
Wilmington, DE 19807
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PAGE 2
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(Name and address of agent for service)
The Application-Declaration, as previously filed and amended, is
hereby amended as follows and to file the exhibit listed below:
Item 1. Description of Proposed Transaction
(a) Furnish a reasonably detailed and precise description of the
proposed transaction, including a statement of the reasons why it is desired to
consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its relation
to the proposed transaction.
The last sentence of the second paragraph on page 2 is deleted and
replaced in its entirety by the following:
"The Columbia Board of Directors has approved the adoption of
a new Long-Term Incentive Plan (the "Plan"), as have the shareholders
of Columbia, both approvals being subject to receipt of the
Commission's approval pursuant to the Act."
The first sentence of the first full paragraph on page 3 is deleted
and replaced in its entirety by the following:
"The Plan is to be effective for ten years, subject to
approval of the Commission hereunder."
On page 14, the paragraph entitled "Timetable and Authorizations
Sought" is deleted and replaced in its entirety by the following:
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PAGE 3
"TIMETABLE AND AUTHORIZATIONS SOUGHT
Columbia solicited proxies from shareholders for purposes of
voting in favor of the Plan at the Annual Meeting of Stockholders held on April
26, 1996. The Plan was approved at the Annual Meeting by a majority of shares
present at the meeting and entitled to vote. Subject to Commission approval,
the Plan will be effective as of February 21, 1996. Columbia requests that the
Commission issue an order permitting the Application-Declaration to become
effective subject to compliance with registration requirements under the
Securities Act of 1933 when required."
Item 6. Exhibits and financial statements.
(a) Exhibits
F Opinion of Counsel
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PAGE 4
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned companies has duly caused this Declaration to
be signed on its behalf by the undersigned thereunto duly authorized.
THE COLUMBIA GAS SYSTEM, INC.
Date: April 29, 1996 By: /s/ L. J. BAINTER
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L. J. Bainter, Treasurer
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PAGE 7
EXHIBIT INDEX
(a) Exhibit
F-5 Opinion of Counsel (to be filed by Post-Effective Amendment)
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Exhibit F
April 27, 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.
File No. 70-8791
As Counsel for The Columbia Gas System, Inc. ("Columbia"), a
Delaware corporation and holding company registered under the Public Utility
Holding Company Act of 1935 (the "Act"), and at its request, I deliver to you
this opinion for filing as Exhibit F to the Joint Application-Declaration on
Form U-1 (File No. 70-8791), as amended by Amendment Nos. 1 and 2 (hereinafter
referred to collectively as the "Application-Declaration"), relating to the
proposed Long-Term Incentive Plan to be adopted by Columbia effective February
February 21, 1996, subject to Securities and Exchange Commission approval, in
order to provide incentives to key employees and outside directors to
continuously add value to Columbia.
The proposed Long-Term Incentive Plan, as more fully described
in the Application-Declaration, is hereinafter sometimes referred to as the
"Proposed Transaction."
In connection with the foregoing, I have examined:
(i) the Application-Declaration,
(ii) the terms of the Long-Term Incentive Plan;
(iii) copies of the Restated Certificate of Incorporation and
Bylaws of Columbia;
(iv) the resolution of the Columbia Board of Directors dated
February 21, 1996 approving the Long-Term Incentive Plan; and
(v) such other documents, records and matters of law as I
deemed necessary to enable me to render this opinion.
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Based upon the foregoing and relying thereon, I am of the
opinion, assuming that (i) the Proposed Transaction is consummated in
accordance with the Application-Declaration, and (ii) all taxes and government
charges in connection with the Proposed Transaction are paid:
(a) all state and federal laws applicable to the Proposed
Transaction will have been complied with;
(b) Columbia is a validly organized and duly existing
corporation in good standing under the laws of the State
of Delaware;
(c) to the extent the Proposed Transaction involves the
issuance of stock, such stock will be validly issued,
fully paid and nonassessable, and the holders thereof will
be entitled to the rights and privileges appertaining
thereto; and
(d) the consummation of the Proposed Transaction does not
violate the legal rights of the holders of any securities
issued by Columbia or any associate company thereof.
I hereby consent to the filing of this opinion as an Exhibit to
the Application-Declaration.
Very truly yours,
//s// Joyce Koria Hayes
Joyce Koria Hayes
Associate General Counsel
Columbia Gas System
Service Corporation
