<PAGE> 1
File No. 70-9129
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------
FORM U-1/A
AMENDMENT NO. 3 TO
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
COLUMBIA POWER MARKETING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3420
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
<PAGE> 2
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
205 Van Buren
Herndon, VA 22070
COLUMBIA NATURAL RESOURCES, INC
ALAMCO, INC.
ALAMCO - DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
900 Pennsylvania Avenue
Charleston, WV 25302
COLUMBIA GAS TRANSMISSION CORPORATION
12801 FairLakes Parkway
Fairfax, VA 22030-0146
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
1600 Dublin Road
Columbus, OH 43215-1082
COLUMBIA PROPANE CORPORATION
9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
COLUMBIA GULF TRANSMISSION COMPANY
2603 Augusta, Suite 125
Houston, TX 77057
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
----------------------------------------------------
(Names of company or companies filing this statement
and addresses of principal executive offices)
<PAGE> 3
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)
Names and Addresses of Subsidiary Company Agents for Service:
<TABLE>
<S> <C>
M. A. CHANDLER, Treasurer S. T. MACQUEEN, Treasurer
Columbia Natural Columbia LNG Corporation
Resources, Inc. 12355 Sunrise Valley Drive
Alamco, Inc. Suite 300
Alamco-Delaware, Inc. Reston, VA 20191-3420
Hawg Hauling & Disposal, Inc.
900 Pennsylvania Avenue
Charleston, WV 25302 J. W. TROST, Vice President
Columbia Gas System Service Corporation
D. P. DETAR, Treasurer 12355 Sunrise Valley Drive, Suite 300
TriStar Ventures Corporation Reston, VA 20191-3420
TriStar Pedrick Limited Corporation
TriStar Pedrick General Corporation J. W. GROSSMAN, Treasurer
TriStar Binghamton Limited Corporation TriStar Capital Corporation
TriStar Binghamton General Corporation Columbia Atlantic Trading Corporation
TriStar Vineland Limited Corporation 12355 Sunrise Valley Drive
TriStar Vineland General Corporation Suite 300
TriStar Rumford Limited Corporation Reston, VA 20191-3420
TriStar Georgetown Limited Corporation
TriStar Georgetown General Corporation S. M. NORDIN, Treasurer
TriStar Fuel Cells Corporation Columbia Propane Corporation
TVC Nine Corporation 9200 Arboretum Parkway, Ste 140
TVC Ten Corporation Richmond, VA 23236
TriStar System, Inc.
205 Van Buren
Herndon, VA 22070
</TABLE>
<PAGE> 4
A. J. SONDERMAN, Corporate Secretary
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
Columbia Gas Transmission Corporation
Columbia Gulf Transmission Company
1700 MacCorkle Avenue, S. E.
Charleston, WV 25314
D. FURLANO, Treasurer
Columbia Network Services Corporation
CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
R. S. GUSTAFSON, Controller
Columbia Assurance Agency, Inc.
Columbia Energy Services Corporation
Columbia Energy Marketing Corporation
Columbia Power Marketing Corporation
Columbia Service Partners, Inc.
121 Hill Pointe Drive
Suite 100
Canonsburg, PA 15317
------------------------------------------------------------------------
(Names and Addresses of Other Agents for Service)
<PAGE> 5
The Columbia Gas System, Inc. ("Columbia"), a registered holding
company under the Public Utility Holding Company Act of 1935 (the "Act"), hereby
submits for filing this Amendment No. 3 to the Joint Application-Declaration on
Form U-1 in File No. 70-9129 to amend and restate the Joint
Application-Declaration in its entirety.
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 Columbia Gas System, Inc. ("Columbia"), a Delaware Corporation,
and a holding company registered with the U. S. Securities and Exchange
Commission ("Commission") under the Public Utility Holding Company Act of 1935,
as amended ("the Act"), is requesting Commission approval to update and expand
its existing short-term financing authority. Specifically, Columbia asks the
Commission to increase its short-term financing authority to $2 billion and to
extend the related intrasystem financing authority through December 31, 2003.
By order dated December 23, 1996 in File No. 70-8925 (Holding Co. Act
Release No. 26634) (the "Omnibus Financing Order"), Columbia was authorized to
engage in a wide range of financing transactions through December 31, 2001,
subject to certain conditions and parameters. Among the conditions was the
following: "The aggregate amount of external, long-term debt and equity
financing issued by Columbia, through December 31, 2001, will not exceed $5
billion of long-term debt and equity financing or more than $1 billion of
short-term borrowing outstanding at any one time." Under the terms of the
Omnibus Financing Order, Columbia and its nonutility subsidiaries were
authorized to enter guarantee arrangements, obtain letters of credit and
otherwise provide credit support with respect to obligations of their
respective subsidiaries as may be needed and appropriate to enable them to
carry on in the ordinary course of their respective businesses through December
31, 2001, subject to an aggregate limit on such credit support of $500 million
at any one time. The guarantees were in addition to any other financing
authorization requested in that file. Columbia was also authorized to utilize
the proceeds of any of the above financing for investments in exempt wholesale
generators ("EWGs") and foreign utility companies ("FUCOs"), subject to the
requirements of Sections 32 and 33 of the Act and Rules 53 and 54 thereunder,
which restrict Columbia's aggregate investment in EWGs and FUCOs to an amount
equal to 50% of its consolidated retained earnings as defined in Rule
53(a)(1)(ii).
By order dated November 18, 1997 (Holding Co. Act Release No. 26780),
the guarantee authority was increased to $2 billion.
Columbia wishes to expand and clarify the foregoing authorities and
specifically requests authorization to increase the limit on external
short-term debt at any one time outstanding through December 31, 2003 to $2
billion. As initially set forth in the Omnibus
<PAGE> 6
Financing Order, the authorization sought herein is subject to the following
general conditions: (1) Columbia will maintain its long-term debt rating at an
investment grade level as established by a nationally recognized statistical
rating organization, as that term is used in rule c-1(c)(2)(vi)(F) of the
Securities Exchange Act of 1934; (2) its common equity, as reflected in its
most recent Form 10-K or Form 10-Q and as adjusted to reflect subsequent events
that affect capitalization, does not fall below 30% of its consolidated
capitalization; (3) the effective cost of money on debt borrowing occurring
pursuant to this authorization will not exceed 300 basis points over comparable
term U.S. Treasury securities; (4) the maturity of short-term indebtedness will
not exceed one year; (5) the underwriting fees, commissions, or other similar
remuneration paid in connection with the non-competitive bid issue, sale or
distribution of a security in this matter will not exceed 5% of the principal
or total amount of the financing; (6) with respect to any Bid Notes, they will
bear interest rates comparable to, or lower than, those available through other
proposed forms of short-term borrowing with similar terms and have maturities
not exceeding 270 days; (7) the proceeds from the sale of securities by
Columbia in external financing transactions will be added to Columbia's
treasury and used for general and corporate purposes including: (a) the
financing, in part, of the capital expenditures of Columbia and its
Subsidiaries (collectively, the "System"); (b) in the case of short-term debt,
the financing of gas storage inventories, other working capital requirements
and capital spending of the System; (c) the acquisition of interests in EWGs
and FUCOs; (d) the acquisition, retirement, or redemption of securities of
which Columbia is an issuer without the need for prior Commission approval
pursuant to rule 42 or a successor rule; and/or (e) the acquisition of the
securities of nonutility companies as permitted under any final rule of the
Commission permitting such acquisitions.
Columbia's subsidiaries require short-term debt financing to
finance gas storage inventories until sale in the winter months, to meet other
short-term working capital requirements and to finance construction spending
until long-term financing can be arranged. Further, Columbia has an established
goal of increasing its investment in generally non-rate regulated businesses.
As Columbia's operations grow, its need for short-term capital will also
increase.
In the rapidly growing energy industry, a higher level of short-term
authorization is required to provide the type of flexibility needed to compete
effectively. Columbia therefore requests an increase in the limit on
short-term debt at any one time outstanding through December 31, 2003 to $2
billion. Such short-term financing could include, without limitation, a
revolving credit agreement, the issuance of commercial paper, bid notes issued
to individual banks, bank borrowing, or medium-term notes issued under its
Indenture dated November 28, 1995, between Columbia and Marine Midland Bank,
Trustee, as amended.
2
<PAGE> 7
The Maryland, Kentucky, Ohio and Pennsylvania utility commissions do
not exercise jurisdiction over the issuance of short-term debt. Commission
authorization is therefore requested for the issuance of short-term securities,
from time to time, through December 31, 2003, by Columbia Gas of Maryland,
Inc., Columbia Gas of Kentucky, Inc., Columbia Gas of Ohio, Inc., and Columbia
Gas of Pennsylvania, Inc., and the acquisition of such securities by Columbia.
* * * * *
Rule 24(c)(1), in pertinent part, provides that, unless otherwise
designated in an application or declaration, every order is subject to a
requirement that the transaction proposed be carried out within 60 days of the
date of such order. As a practical matter, the failure to designate an
alternative period has lead to a number of lapsed orders in the past,
necessitating the filing of post-effective amendments and the issuance of
supplemental orders. To avoid this situation in the future, Columbia hereby
designates a period from the date of the order in this matter to the expiration
of the authority under this order as the period in which it will carry out
transactions authorized in this order, or previously authorized by Commission
order, in accordance with the terms and conditions of, and for the purposes as
authorized by the relevant orders.
* * * * *
The conditions of Rule 54 are satisfied: At present, Columbia has no
"aggregate investment" within the meaning of Rule 53(a)(1)(i) in exempt
wholesale generators or foreign utility companies. None of the disabling
conditions under Rule 53(b) exist with respect to Columbia and so Rule 53(c) is
inapplicable.
(b) Describe briefly, and where practicable state the approximate
amount of, any material interest in the proposed transaction, direct or
indirect, of any associate or affiliate of the applicant or declarant company
or any affiliate of any such associate company.
Not applicable.
(c) If the proposed transaction involves the acquisition of securities
not issued by a registered holding company or subsidiary thereof, describe
briefly the business and property, present or proposed, of the issuer of such
securities.
Not applicable.
3
<PAGE> 8
(d) If the proposed transaction involves the acquisition or
disposition of assets, describe briefly such assets, setting forth original
cost, vendor's book cost (including the basis of determination) and applicable
valuation and qualifying reserves.
Not applicable.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
(a) State (1) 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
(2) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by applicant or
declarant to act for the successful bidder.
<TABLE>
<S> <C>
Legal fees in connection with the preparation of the Application-
Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,500.00
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,500.00
---------
</TABLE>
(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 facts with respect thereto.
The Service Corporation will render certain legal services at cost.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
(a) State the section of the Act and the rules thereunder believed to
be applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of
exemption.
The proposed transactions are jurisdictional under Sections 6, 7, 9,
10 and 12 of the Act and rules thereunder, and Rule 54.
(b) If an applicant is not a registered holding company or a
subsidiary thereof, state the name of each public utility company of which it
is an affiliate, or of which it will become an
4
<PAGE> 9
affiliate as a result of the proposed transaction, and the reasons why it is or
will become such an affiliate.
Not applicable.
ITEM 4. REGULATORY APPROVAL
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the U. S. Securities and
Exchange Commission) over the proposed transaction.
The State Corporation Commission of Virginia has jurisdiction over the
acquisition by Columbia and the sale by Commonwealth Gas Services, Inc. of
short-term debt securities.
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with the
proposed transaction.
We will obtain other regulatory approval as required. Copies of
relevant filings with and orders obtained from any state commission will be
provided to this Commission.
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 Notice by November 14,
1997 and its order on or before December 14, 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 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.
5
<PAGE> 10
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
F Opinion of Counsel for Columbia and Subsidiaries
G Proposed Notice. (previously filed)
(b) Financial Statements
The Columbia Gas System, Inc. and Subsidiaries:
(1) Condensed Statements of Income and Capitalization as of June 30,
1997. Actual and Pro Forma (previously filed)
(2) Condensed Balance Sheet as of June 30, 1997. Actual and Pro
Forma (previously filed)
(3) Financial Data Schedules. (previously filed)
There have been no material changes, not in the ordinary course of
business, since the date of the financial statements filed herewith.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act [42 U.S.C. 4232(2)(C)]. If the response to
this term is a negative statement as to the applicability of Section 102(2)(C)
in connection with the proposed transaction, also briefly state the reasons for
that response.
The proposed transactions subject to the jurisdiction of this
Commission have no environmental impact in and of themselves.
(b) State whether any other federal agency has prepared or is
preparing an environmental impact statement ("EIS") with respect to the
proposed transaction. If any other federal agency has prepared or is preparing
an EIS, state which agency or agencies and indicate the status of that EIS
preparation.
No federal agency has prepared or, to Columbia's knowledge, is
preparing an EIS with respect to the proposed transaction.
6
<PAGE> 11
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this
Application-Declaration 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 5, 1997 by://s//M. W. O'Donnell
----------------------------------
M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
DATE: December 5, 1997 by://s//M. A. Chandler
----------------------------------
M. A. Chandler, Chief Financial Officer
and Treasurer
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF MARYLAND, INC.
7
<PAGE> 12
COLUMBIA GAS OF PENNSYLVANIA, INC.
COMMONWEALTH GAS SERVICES, INC.
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA PROPANE CORPORATION
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA POWER MARKETING CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
TRISTAR CAPITAL CORPORATION
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 GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
DATE: December 5, 1997 by://s//J. W. Trost
----------------------------------------------
J. W. Trost, Vice President
8
<PAGE> 13
Exhibit F
December 1, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Columbia Gas System, Inc. File No. 70-9129
Dear Sirs:
As counsel for The Columbia Gas System, Inc. ("Columbia"), a
holding company registered under the Public Utility Holding Company Act of 1935
(the "Act"), I deliver to you this opinion for filing as Exhibit F to the
Application-Declaration referenced above. Briefly stated, Columbia and its
subsidiary companies (collectively, the "System") have requested that the
Commission increase Columbia's short-term financing authority to $2 billion and
extend the System's related intrasystem financing authority through December
31, 2003.
In connection with the above, I have examined:
(i) the Application-Declaration, as amended;
(ii) 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 if the financing transactions are consummated in accordance with
the Application-Declaration:
(a) all state and federal laws applicable to the proposed
transactions will have been complied with;
<PAGE> 14
Securities and Exchange Commission
December 1, 1997
Page 2
(b) the consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by Columbia, 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// Emanuel D. Strauss
Columbia Gas System Service Corporation
