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File No. 70-08925
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
TRISTAR VENTURES CORPORATION
TRISTAR CAPITAL 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 GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
205 Van Buren
Herndon, VA 22070
COLUMBIA NATURAL RESOURCES, INC
900 Pennsylvania Avenue
Charleston, WV 25302
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
121 Hill Pointe Drive
Suite 100
Canonsburg, PA 15317
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
1700 MacCorkle Avenue, S.E.
Charleston, WV 25314
COLUMBIA NETWORK SERVICES CORPORATION
CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
COMMONWEALTH PROPANE, INC.
COLUMBIA PROPANE CORPORATION
9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COMMONWEALTH GAS SERVICES, 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 20191-3458
(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:
M. A. CHANDLER, Treasurer
Columbia Natural Resources, Inc.
900 Pennsylvania Avenue
Charleston, WV 25302
D. DETAR, Treasurer
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 Georgetown Limited Corporation
TriStar Georgetown General Corporation
TriStar Fuel Cells Corporation
TVC Nine Corporation
TVC Ten Corporation
TriStar System, Inc.
205 Van Buren
Herndon, VA 22070
S. T. MACQUEEN, Treasurer
Columbia LNG Corporation
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
J. W. TROST, Vice President
Columbia Gas System Service Corporation
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191-3420
J. W. GROSSMAN, Treasurer
TriStar Capital Corporation
Columbia Atlantic Trading Corporation
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
S. M. NORDIN, Treasurer
Commonwealth Propane, Inc.
Columbia Propane Corporation
9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
D. L. GELBAUGH, Vice President
Columbia Gas of Ohio, Inc.
Columbia Gas of Kentucky, Inc.
Commonwealth Gas Services, Inc.
Columbia Gas of Pennsylvania, Inc.
Columbia Gas of Maryland, Inc.
200 Civic Center Drive
Columbus, OH 43215
G.A. Barnard, Assistant Controller
N. C. Zola, Treasurer
Columbia Gas Transmission Corporation
Columbia Gulf Transmission Company
1700 MacCorkle Avenue,. S. E.
Charleston, WV 25314
D. FURLANO, Treasurer
Columbia Network Services
CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
ROBERT GUSTAFSON, Controller
Columbia Energy Services Corporation
Columbia Energy Marketing Corporation
Columbia Service Partners, Inc.
121 Hill Pointe Drive
Suite 100
Canonsburg, PA 15317
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(Names and Addresses of Other Agents for Service)
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Item 1. Description of Proposed Transaction
On December 23, 1996, the Commission issued an order to the Columbia
Gas System, Inc. ("Columbia") that among other things granted authorization to
continue the operation of the Money Pool through December 31, 2001 (HCAR No.
35-26634; 70-8925). Columbia requested that the Commission reserve jurisdiction
for Money Pool participation by new direct or indirect subsidiaries engaged in
new lines of business that were not included as part of the original
Application-Declaration. Columbia is now requesting that CNS Microwave, Inc.
("CMI") be authorized to participate along with all of the current members in
Columbia's Money Pool.
On October 15, 1996, Columbia formed CMI, a Delaware corporation.
CMI is a wholly-owned subsidiary of Columbia Network Services Corporation
("CNS") which is an exempt telecommunications company ("ETC") pursuant to
section 34 (a) (1) of the Public Utility Holding Company Act of 1935 as
amended, (FCC Release No. DA 96-1307, August 15, 1996) and a direct
subsidiary of Columbia. CMI intends to offer services to personal
communications services ("PCS") and other microwave radio service licensees
relating to the installation and maintenance of their networks which could
include the locating and constructing of antenna facilities, and the
maintenance and management of PCS sites for licensees. CMI also intends to
offer services by means of radio, leased line, and other transmission
facilities to third parties and to CMI's affiliate and associate companies and
their respective customers for purposes of enabling them to maintain the
reliability of their systems and services. In addition to providing the
foregoing services, CMI may also provide to customers by means of radio, leased
line, and other transmission facilities, access to electronic bulletin boards,
energy trading systems and/or databases that would facilitate customer energy
purchases, the nomination of transmission/distribution capacity, and/or the
subscription to other services. CMI may also engage in any other activity CNS
is permitted to engage in as a result of CNS' determination of ETC status.
When CMI generates cash in excess of its immediate cash requirements,
such temporary cash may, at CMI's option, be invested in the Money Pool. CMI
would become a Money Pool investor pursuant to an Intra System Money Pool
Evidence of Deposit.
CMI may, from time to time, require short term funds to meet normal
working capital requirements. It is proposed that CMI would borrow such
short-term funds from the Money Pool. Such loans to CMI through the Money Pool
will be made pursuant to a short term grid note. Such short-term grid notes will
be due upon demand by the Investor(s) (as defined in the original
Application-Declaration), but in any event will be repaid prior to May 1 of the
following calender year after borrowing.
The cost of money on all short-term advances and the investment rate
for moneys invested in the Money Pool will be the interest rate per annum equal
to the Money Pool's weighted average short-term investment rate and/or
Columbia's short-term borrowing rate. Should there be no Money
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Pool investments or Columbia borrowings, the cost of money will be the prior
month's average Federal Funds rate as published in the Federal Reserve
Statistical Release, Publication H.15 (519). A default rate equal to 2% per
annum above the pre-default rate on unpaid principal amounts will be assessed if
any interest or principal payment becomes past due.
Columbia is hereby requesting that the Commission issue a
supplemental order under this Application-Declaration, as amended, authorizing
CMI to become a Money Pool investor and a Money Pool borrower.
Item 2. Fees, Commission and Expenses.
(a) State (i) 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
(ii) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by the applicant
or declarant to act for the successful bidder.
Services of Columbia Gas System Service Corporation in
connection with the preparation of this Post-Effective
Amendment No. 1 to the Application-Declaration ....... $1,000
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(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 fact with respect thereto.
The Columbia Gas System Service Corporation will perform certain
services at cost as set forth in Item 2(a) above.
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 on or
before June 9, 1997.
(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
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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.
Item 6. Exhibits and Financial Statements
(a) Exhibits
A-1 Form of Money Pool Evidence of Deposit.
A-2 Form of Subsidiary Money Pool Short-Term Grid Note.
A-3 Opinion of Counsel (to be filed by Post Effective
Amendment).
(b) Financial Statements
Financial statements are not provided since pro-forma
statements would have no relevance to the authorization requested in this
Post-Effective Amendment No. 1.
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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 Post-Effective
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.
CNS MICROWAVE, INC.
DATE: JUNE 5, 1997 BY: //s//J. W. Trost
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J. W. Trost, Vice President
