<PAGE> 1
File No. 70-8925
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
CNS MICROWAVE, INC.
1600 Dublin Road
Columbus, OH 43215-1082
- -------------------------------------------------------------------------------
(Names of company or companies filing this statement
and addresses of principal executive offices)
THE COLUMBIA GAS SYSTEM, INC.
- -------------------------------------------------------------------------------
(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)
<PAGE> 2
Page 1
Names and Addresses of Subsidiary Company Agents for Service:
D. FURLANO, Treasurer
CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
- -------------------------------------------------------------------------------
(Names and Addresses of Other Agents for Service)
The Application-Declaration as previously filed is hereby amended as follows:
<PAGE> 3
Page 2
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.
On October 15, 1996, Columbia formed a Delaware corporation under the
name of CNS Microwave, Inc. ("CMI"). 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
<PAGE> 4
Page 3
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
-----
(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
<PAGE> 5
Page 4
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.
<PAGE> 6
Page 5
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: April 30, 1997 BY: //s//J. W. Trost
------------------------- ---------------------------------
J. W. Trost, Vice President
<PAGE> 7
Page 6
EXHIBIT A-1
COLUMBIA GAS SYSTEM
INTRASYSTEM MONEY POOL
EVIDENCE OF DEPOSIT
$ (see attached schedule) Wilmington, Delaware
, 1994
--------------
The undersigned, Columbia Gas System Service Corporation, a Delaware
corporation, ("Service"), in its capacity as Agent of the funds invested in
Columbia Gas System's Intrasystem Money Pool (the "Money Pool"), hereby
acknowledges receipt of the aggregate unpaid principal amount of all investments
deposited in the Money Pool (that are posted on the schedule annexed hereto and
made a part hereof) made by the investor to the undersigned pursuant to the
short-term financing authorization approved by the Securities and Exchange
Commission.
Under the terms of Money Pool Borrowing, the subsidiaries pay interest
on the unpaid principal amount hereof from time to time from the date hereof at
the rate per annum equal to the Money Pool's weighted average short-term
investment rate. Should there be no Money Pool investments, the rate will be the
prior month's Federal Funds rate as published in the Federal Reserve Statistical
Release, Publication H.15 (519). Interest shall be payable monthly in arrears
and upon payment (including prepayment) in full of the unpaid principal amount
hereof. Upon demand for payment, demand will be made of the borrowing
Subsidiaries.
IN WITNESS WHEREOF said Columbia Gas System Service Corporation
pursuant to due authorization has caused this Evidence of Deposit to be executed
on behalf of Columbia's Intrasystem Money Pool by its duly authorized officers,
all as of the aforementioned Note Execution Date first above written.
(Columbia Intrasystem Money Pool)
By:
-----------------------------
Title:
<PAGE> 8
Page 7
EXHIBIT A-2
COLUMBIA GAS SYSTEM
INTRASYSTEM MONEY POOL ADVANCES
As of
------------------
------------------------
FOR VALUE RECEIVED, the undersigned, _____________________________, a
__________________corporation, (the "Company"), hereby unconditionally promises
to pay on demand or in any event by _______________ to the order of Columbia
Gas System Service Corporation ("Service"), in its capacity as Agent of the
Columbia Gas System Intrasystem Money Pool (the "Money Pool") and for the
benefit of the Money Pool depositors, at the Office of Service located at 12355
Sunrise Valley Drive, Reston, Virginia 20191-3420, in lawful money of the
United States of America and in immediately available funds, the principal
amount of the aggregate unpaid principal amount of all Loans (that are posted
on the schedule annexed hereto and made a part hereof) made by the Money Pool
to the undersigned pursuant to the financing authorization approved by the
Securities and Exchange Commission.
The undersigned further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time from the date
hereof at the rate per annum equal to the Money Pool's weighted average
short-term investment rate. Should there be no Money Pool investments, the cost
of money will be the prior month's Federal Funds rate as published in the
Federal Reserve Statistical Release, Publication H.15 (519). Interest shall be
payable monthly in arrears and upon payment (including prepayment) in full of
the unpaid principal amount hereof. If applicable, a default rate equal to 2%
per annum above the pre-default rate on the unpaid principal amount will be
assessed if any interest or principal payment becomes past due.
This Note shall be governed by, and construed and interpreted in
accordance with, the Laws of the State of Delaware without regard to conflicts
of laws principles, except as preempted by Federal law.
IN WITNESS WHEREOF said ______________________________ pursuant to due
authorization has caused this Note to be executed in its name and on its behalf
by its duly authorized officers, all as of the aforementioned Note Execution
Date first above written.
-----------------------------
Company
By:
-----------------------------
Title:
