<PAGE> 1
----------------------------------------------------------------------------
----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1996
Filed pursuant to the
Public Utility Holding Company Act of 1935
THE COLUMBIA GAS SYSTEM, INC.
(Name of registered holding company)
12355 Sunrise Valley Drive, Suite 300
Reston Virginia 20191-3420
----------------------------------------------------------------------------
----------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
NO. OF
PAGE OR
ITEM EXHIBIT
- ------- -------
<S> <C> <C>
1 System Companies and Investment Therein as of December 31, 1996.................................. 3-7
2 Acquisitions or Sales of Utility Assets ......................................................... 7
3 Issue, Sale, Pledge, Guarantee or Assumption of System Securities ............................... 7
4 Acquisition, Redemption or Retirement of System Securities ...................................... 8-10
5 Investments in Securities of Nonsystem Companies ................................................ 10
6 Officers and Directors .......................................................................... 11-43
7 Contributions and Public Relations .............................................................. 44
8 Service, Sales and Construction Contracts ....................................................... 45-47
9 Wholesale Generators and Foreign Utility Companies .............................................. 47
10 Financial Statements and Exhibits ............................................................... 48
Consolidating Financial Statements .............................................................. 48 (F1 to F6)
Signature of Registrant's Officer ............................................................... 50
Exhibits: 51
Securities and Exchange Act of 1934 Reports ...................................................... A
Index to Corporate Organization & By-Laws Exhibits ............................................... B
Indentures or Contracts .......................................................................... C
Tax Allocation Agreement for 1996 ................................................................ D
Other Documents Prescribed by Rule or Order ...................................................... E
Report of Independent Public Accountants ......................................................... F
Financial Data Tables ............................................................................ G
Organizational Chart of Exempt Wholesale Generators of Foreign Utility Holding
Companies ........................................................................................ H
Audited Financial Statements and Analytical Reviews and Conclusions Regarding
Exempt Wholesale Generators or Foreign Utility Holding Companies ................................. I
</TABLE>
2
<PAGE> 3
ITEM 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
Issuer Owner
% 0f Book Book
Number of Common Voting Value Value
Name of Company (Company Abbreviation) Shares Owned Power ($000) ($000)
- --------------------------------------------------- ---------------- ------ -------- --------
<S> <C> <C> <C> <C>
THE COLUMBIA GAS SYSTEM, INC. (Registrant, CG)
Columbia Atlantic Trading Corporation (CAT) . . 82,000 100.0 657 657
Columbia Gas of Kentucky, Inc. (CKY) . . . . . . 952,248 100.0 64,307 64,307
Unsecured Debt . . . . . . . . . . . . . . . . - - 54,494 54,494
Columbia Gas of Maryland, Inc. (CMD) . . . . . . 403,686 100.0 21,900 21,900
Unsecured Debt . . . . . . . . . . . . . . . . - - 17,819 17,819
Columbia Gas of Ohio, Inc. (COH) . . . . . . . . 4,769,585 100.0 390,569 390,569
Unsecured Debt . . . . . . . . . . . . . . . . - - 319,595 319,959
Columbia Gas of Pennsylvania, Inc. (CPA) . . . . 3,405,112 100.0 209,565 209,565
Unsecured Debt . . . . . . . . . . . . . . . . . - - 148,451 148,451
Columbia Gas System Service Corporation (CS) . . 130,000 100.0 13,173 13,173
Unsecured Debt . . . . . . . . . . . . . . . . - - 16,043 16,043
Columbia Gas Transmission Corporation (TCO) . . 9,671,354 100.0 903,814 903,814
Unsecured Debt . . . . . . . . . . . . . . . . . - - 1,913 1,913
Secured Debt . . . . . . . . . . . . . . . . . . - - 643,000 643,000
Columbia Gulf Transmission Company (CGT) . . . . 5,977,951 100.0 103,725 103,725
Unsecured Debt . . . . . . . . . . . . . . . . . - - 68,414 68,414
Unconsolidated Affiliates:
Trailblazer Pipeline Company (a) . . . . . . . . - 33.3 25,427 25,427
Columbia LNG Corporation (CLG) (b) . . . . . . . 3,519 92.1 15,641 19,717
CLNG Corporation (CLNG) . . . . . . . . . . . . 155 100.0 172 172
Unconsolidated Affiliate:
Cove Point LNG Limited Partnership (c) . . . - 50.0 12,707 12,707
Columbia Natural Resources, Inc. (CNR) . . . . . 5,379,029 100.0 227,524 227,524
Unsecured Debt . . . . . . . . . . . . . . . . - - 39,850 39,850
Columbia Propane Corporation (CPC) . . . . . . . 156,000 100.0 4,484 4,484
Unsecured Debt. . . . . . . . . . . . . . . . . - - 2,008 2,008
Commonwealth Gas Services, Inc. (COS) . . . . . 1,006,106 100.0 114,667 114,951
Unsecured Debt . . . . . . . . . . . . . . . . . - - 101,677 101,677
Columbia Networks Services Corporation (CNS) (d) 60 553 553
CNS Microwave, Inc. (CMC) (e) . . . . . . . . . 30 100.0 266 266
Columbia Insurance Corporation, Ltd. (CIC) (f) . 40,000 100.0 1,089 1,089
</TABLE>
3
<PAGE> 4
ITEM 1. Continued
<TABLE>
<CAPTION>
Issuer Owner
% 0f Book Book
Number of Common Voting Value Value
Name of Company (Company Abbreviation) Shares Owned Power ($000) ($000)
- --------------------------------------------------- ---------------- ------ -------- --------
<S> <C> <C> <C> <C>
Commonwealth Propane, Inc. (CPI) . . . . . . . . . . . . 40,000 100.0 11,444 11,948
Unsecured Debt . . . . . . . . . . . . . . . . . . . . - - 12,380 12,380
Unconsolidated Affiliate:
Atlantic Energy, Inc. (AEI) (g) . . . . . . . . . . . 3,500 50.0 1,476 1,476
Columbia Energy Services Corporation (CES) . . . . . . . 419,657 100.0 41,327 41,327
Subsidiaries:
Columbia Energy Marketing Corporation (CEM) . . . . . . 101 100.0 1,000 1,000
Columbia Service Partners, Inc. (CSP) (h) . . . . . . . 100 100.0 278 278
TriStar Capital Corporation (TCC) . . . . . . . . . . . . 40,000 100.0 1,647 1,647
Subsidiary:
TriStar Gas Technologies, Inc. (TGT) . . . . . . . . . 40,000 100.0 1,588 1,588
Unconsolidated Affiliate:
Enertek Partners, L.P.(i) . . . . . . . . . . . . - 16.6 1,477 1,477
TriStar Ventures Corporation (TVC) . . . . . . . . . . . . 611,704 100.0 41,552 41,552
Subsidiaries:
TriStar Pedrick General Corporation (PGC) . . . . . . 3,000 100.0 2,775 2,775
Unconsolidated Affiliate:
Pedricktown Cogeneration Limited
Partnership (j) . . . . . . . . . . . . . . . . . - 15.0 3,166 3,166
TriStar Pedrick Limited Corporation (PLC) . . . . . . 42 100.0 6,641 6,641
Unconsolidated Affiliate:
Pedricktown Cogeneration Limited
Partnership (j) . . . . . . . . . . . . . . . . . - 35.0 7,387 7,387
*TriStar Fuel Cells Corporation (FC) . . . . . . . . . . 3,000 100.0 - -
TriStar Binghamton General Corporation (BGC).. . . . . 118 100.0 1,668 1,668
Unconsolidated Affiliate:
Binghamton Cogeneration Limited
Partnership (k) . . . . . . . . . . . . . . . . - 10.0 1,759 1,759
TriStar Binghamton Limited Corporation (BLC) . . . . . 142 100.0 3,736 3,736
Unconsolidated Affiliate:
Binghamton Cogeneration Limited
Partnership (k) . . . . . . . . . . . . . . . . . - 23.3 4,099 4,099
</TABLE>
4
<PAGE> 5
ITEM 1. Continued
<TABLE>
<CAPTION>
Issuer Owner
% 0f Book Book
Number of Common Voting Value Value
Name of Company (Company Abbreviation) Shares Owned Power ($000) ($000)
- -------------------------------------------- ---------------- ------ -------- --------
<<C> <C> <C> <C> <C>
TriStar Georgetown General Corporation (GGC) . . . . . . 401 100.0 - -
Unconsolidated Affiliate:
Georgetown Cogeneration Limited
Partnership (l) . . . . . . . . . . . . . . . . . . . - 1.0 104 104
TriStar Georgetown Limited Corporation (GLC) . . . . . . 3,000 100.0 - -
Unconsolidated Affiliate:
Georgetown Cogeneration Limited
Partnership (l) . . . . . . . . . . . . . . . . . . - 49.0 5,113 5,113
TriStar Vineland General Corporation (VGC) . . . . . . . 2,704 100.0 689 689
Unconsolidated Affiliate:
Vineland Cogeneration Limited
Partnership (m) . . . . . . . . . . . . . . . . . . - 5.0 607 607
TriStar Vineland Limited Corporation (VLC) . . . . . . . 2,385 100.0 6,030 6,030
Unconsolidated Affiliate:
Vineland Cogeneration Limited
Partnership (m) . . . . . . . . . . . . . . . . . . - 45.0 5,467 5,467
TriStar Rumford Limited Corporation (RL) . . . . . . . . 1 100.0 2,130 2,130
Unsecured Debt . . . . . . . . . . . . . . . . . . . . - - 699 699
Unconsolidated Affiliate:
Rumford Cogeneration Company (n). . . . . . . . . . . - 10.2 6,382 6,382
* TriStar Nine Corporation (TVC9) . . . . . . . . . . . . 1 100.0 - -
* TriStar Ten Corporation (TVC10) . . . . . . . . . . . . 1 100.0 - -
Unconsolidated Affiliate:
Cogeneration Partners of America (o) . . . . . . . . . - 50.0 - -
Unsecured Debt . . . . . . . . . . . . . . . . . . . . - - - -
</TABLE>
* Inactive companies.
(a) Partnership interest in the Trailblazer Pipeline Company. Partners each
owning a thirty-three and one- third percent (33-1/3%) interest are
Columbia Gulf Transmission Company, Enron Trailblazer Pipeline Company
and NGPL - Trailblazer, Inc.
(b) In two sales in 1989 and 1991, a total of 301,270 out of 3,265,000 shares
then outstanding, held by CG, were sold to the Shell LNG Company ("Shell
LNG"), a subsidiary of Shell Oil Company ("Shell"). During 1994, CG
purchased 415,000 shares of CLG's $1.00 par value common stock for
$2,988,000 to fund CLG's 1994 contribution to the Cove Point LNG Limited
Partnership. The shares held by Shell LNG were transferred to Shell
Consolidated Energy Resources, Inc. (SCERI) in 1995. During 1995 CLG had
a reverse stock split, decreasing total authorized shares to 10,400 and
total shares issued to 3,680 (SCERI 301 shares; CLG 3,379 shares). Also
during 1995 CG purchased 140 shares of CLG's $1.00 par value common stock
for $1,008,000 to fund CLG's remaining contribution to the Partnership
(see footnote (c) for details concerning the partnership).
5
<PAGE> 6
(c) As of January 27, 1994, Columbia LNG Corporation ("CLG"), together with
its wholly-owned subsidiary, CLNG Corporation ("CLNG"), entered into an
Amended and Restated Agreement of Limited Partnership (the "L.P.
Agreement") to form Cove Point LNG Limited Partnership (the
"Partnership"), with Cove Point Energy Company, Inc. ("COPE") and PEPCO
Energy Company, Inc. ("PENCO"). Under the L.P. Agreement, CLNG and COPE
are each general partners of the Partnership. Each of the general
partners has a one (1%) percent ownership interest and fifty (50%)
percent of the Partnership's voting power. CLG and PENCO each are
limited partners of the Partnership, holding, respectively, forty-nine
(49%) percent ownership interests in the Partnership. The limited
partners have no voting power (except in certain extraordinary
situations).
(d) Columbia Networks Services was incorporated in Delaware in 1996. CNS was
established as an exempt Telecommunications Company engaged in the
installation, management and maintenance of wireless networks.
(e) CNS Microwave, Inc. was incorporated in Delaware in 1996. CMC is a
subsidiary of CNS an exempt Telecommunications Company.
(f) Columbia Insurance Company, Ltd., was incorporated in Bermuda in 1996.
(g) Atlantic Energy, Inc. is an unconsolidated subsidiary of Commonwealth
Propane, Inc., accounted for as an investment using the equity method.
Commonwealth Propane, Inc. and Petrolane, Inc. each have a fifty percent
(50%) ownership interest in the propane storage facility. Additional
disclosure is provided for AEI in Item 6 (Officers and Directors) and
Item 10 Exhibits (Articles of Incorporation and By-Laws).
(h) CSP was incorporated in Delaware in 1996. CSP was formed to provide a
variety of new nonregulated services to both homeowners and businesses.
(i) Partnership interest in Enertek L.P. (EnerTek). EnerTek is a gas
industry fund that invests in companies developing new technologies to
enhance the supply, transportation and utilization of natural gas. The
limited partners and their ownership interest include Battelle Memorial
Institute (8.3%); Brooklyn Union Gas Company (16.5%), CNG Technologies,
Inc. (16.5%); Enron Venture Capital Company (16.5%); Equitable Resources,
Inc. (8.3%); Southern California Gas Company (16.5%); and TriStar Gas
Technologies, Inc. (16.5%). Scientific Advances, Inc. is the general
partner owning 0.9%.
(j) Partnership interest in Pedricktown Cogeneration Limited Partnership.
The general partners are Pedrick General, Inc. and TriStar Pedrick
General Corporation, each of which owns one-half of the thirty percent
(30%) general partnership interest. The limited partners are Pedrick
Limited, Inc. and TriStar Pedrick Limited Corporation, each of which owns
one-half of the seventy percent (70%) limited partnership interest.
Pedrick General, Inc. and Pedrick Limited, Inc. are subsidiaries of
Atlantic Generation, Inc.
(k) Partnership interest in Binghamton Cogeneration Limited Partnership. The
general partners are Binghamton General, Inc.; S.N.W. Binghamton I, L.P.;
and TriStar Binghamton General Corporation, each of which owns one-third
of the thirty percent (30%) general partnership interest. The limited
partners are Binghamton Limited, Inc.; S.N.W. Binghamton II, L.P.; and
TriStar Binghamton Limited Corporation, each of which owns one-third of
the seventy percent (70%) limited partnership interest. Binghamton
General, Inc. and Binghamton Limited, Inc. are subsidiaries of Atlantic
Generation, Inc. and S.N.W. Binghamton I, L.P. and S.N.W. Binghamton II,
L.P. are subsidiaries of Stone & Webster Development Corp.
(l) Partnership interest in Georgetown Cogeneration Limited Partnership. The
general partners are Dominion Cogen DC, Inc. and TriStar Georgetown
General Corporation, each of which owns one-half of the two percent (2%)
general partnership interest. The limited partners are Dominion Energy
Inc. and TriStar Georgetown Limited Corporation, each of which owns
one-half of the ninety eight percent (98%) limited partnership interest.
Dominion Cogen DC, Inc. is a subsidiary of Dominion Energy, Inc.
(m) Partnership interest in Vineland Cogeneration Limited Partnership. The
general partners are Vineland General, Inc. and TriStar Vineland General
Corporation, each of which owns one-half of the ten percent (10%) general
partnership interest. The limited partners are Vineland Limited, Inc.
and TriStar Vineland Limited Corporation, each of which owns one-half of
the ninety percent (90%) limited partnership interest. Vineland General,
Inc. and Vineland Limited, Inc. are subsidiaries of Atlantic Generation,
Inc.
(n) Partnership interest in Rumford Cogeneration Company. The limited
partners and the percent of ownership interest of each include: TriStar
Rumford Limited Corporation (10.2%), UtilCo Group, Inc. (24.3%), Nichimen
America, Inc. (10.2%), Dominion Energy, Inc. (10.2%), and Rumford Regulus
Power Partners, a California Limited Partnership (15.1%). Rumford
Cogeneration, Inc. is the general partner owning 30.0%.
(o) Partnership interest in Cogeneration Partners of America. TriStar
Ventures Corporation and Atlantic Generation, Inc. each own 50%.
Cogeneration Partners of America ceased operations in May 1994. The
activities formerly performed by Cogeneration Partners of America are
being performed by TriStar Ventures Corporation and Atlantic Generation,
Inc.
6
<PAGE> 7
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
None.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
In March 1996, the Registrant issued 5,750,000 shares of common
stock for $238,600,000.
7
<PAGE> 8
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES DURING 1996
<TABLE>
<CAPTION>
Number of Shares or
Name of Company Principal Amount
Acquiring, ----------------------------------------
Name of Issuer Redeeming or Redeemed
and Retiring Acquired and Retired Consideration Commission
Title of Issue Securities ($000) ($000) ($000) Authorization
- ----------------- --------------- ------------------ ------------------ ----------------- --------------
<S> <C> <C> <C> <C> <C>
CGC(a)
Unsecured Debt CGC - 3,013 3,013 Exempt Rule 42
Unsecured Debt CGC - 700 700 Exempt Rule 42
Common Stock CGC - 1,939,000 shares 62,475 Exempt Rule 42
CGD(b)
Common Stock CGD - 5,916,477 shares 194,800 Exempt Rule 42
Unsecured Debt CGD - 79,173 79,173 Exempt Rule 42
CKY
Unsecured Debt CG 17,230 - 17,230 Exempt Rule 52
Unsecured Debt CKY - 4,572 4,572 Exempt Rule 42
Common Stock CG 320,000 shares - 8,000 Exempt Rule 52
CMD
Unsecured Debt CG 4,000 - 4,000 File # 70-8471
Unsecured Debt CMD - 1,679 1,679 Exempt Rule 42
Common Stock CG 120,000 shares 3,000 File # 70-8471
COH
Unsecured Debt CG 60,000 - 60,000 Exempt Rule 52
Unsecured Debt COH - 31,611 31,611 Exempt Rule 42
CPA
Unsecured Debt CG 21,000 - 21,000 Exempt Rule 52
Unsecured Debt CPA - 15,972 15,972 Exempt Rule 42
Common Stock CG 660,000 shares - 16,500 Exempt Rule 52
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Number of Shares or
Name of Company Principal Amount
Acquiring, ----------------------------------------
Name of Issuer Redeeming or Redeemed
and Retiring Acquired and Retired Consideration Commission
Title of Issue Securities ($000) ($000) ($000) Authorization
- ----------------- --------------- ------------------ ------------------ ----------------- --------------
<S> <C> <C> <C> <C> <C>
COS
Unsecured Debt CG 26,200 - 26,200 Exempt Rule 52
Unsecured Debt COS - 9,789 9,789 Exempt Rule 42
CS
Unsecured Debt CG 2,000 - 2,000 File # 70-8471
Unsecured Debt CS - 2,078 2,078 Exempt Rule 42
CNS
Common Stock CG 60 shares - 600 Exempt Section 34
CIC
Common Stock CG 40,000 shares - 1,000 File # 70-8905
CGT
Unsecured Debt CGT - 1,751 1,751 Exempt Rule 42
CLG
Common Stock CG 0 shares(c) - 2,091 Exempt Rule 45
CNR (a)
Unsecured Debt CNR 3,013 - 3,013 File # 70-8849
Unsecured Debt CNR - 5,210 5,210 Exempt Rule 42
Common Stock(e) CG 0 shares - 90,278
Common Stock CG 350,401 shares - 60,475 File # 70-8849
CPC
Unsecured Debt CPC - 434 434 Exempt Rule 42
CPI
Unsecured Debt CPI - 1,140 1,140 Exempt Rule 42
Unsecured Debt CG 4,500 4,500 File # 70-8471
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
Number of Shares or
Name of Company Principal Amount
Acquiring, -----------------------------------------
Name of Issuer Redeeming or Redeemed
and Retiring Acquired and Retired Consideration Commission
Title of Issue Securities ($000) ($000) ($000) Authorization
- ----------------- --------------- ------------------ ------------------ ----------------- --------------
<S> <C> <C> <C> <C> <C>
TCO TCO
Secured Debt 311,000 311,000 Exempt Rule 42
CES
Common Stock CG 2,500 shares 25,000 Exempt Rule 52
CAT
Common Stock CG 0 shares (d) 1,483 Exempt Rule 45
</TABLE>
Notes
(a) In July 1996, CGC merged with CNR. In connection with the merger, CNR
issued 350,401 shares of common stock to retire 1,939,000 common shares of
CGC. CNR also assumed $3.013,000 of CGC unsecured debt.
(b) CGD was sold in April 1996.
(c) CG made a capital contribution to CLG.
(d) CG made a capital contribution to CNR.
(e) As of December 1996, the system's full cost pool adjustment was
transferred to CNR.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
None.
10
<PAGE> 11
ITEM 6. OFFICERS AND DIRECTORS
Part I. Names, principal business address and positions held as of December
31, 1996.
The names, principal address and positions held as of December 31,
1996 of the officers and directors of System companies is presented
in the tables on pages 12 through 28. The principal business
address of each officer and director is indicated in such tables by
the numbers (1) through (37). The addresses associated with these
number designations are shown in the following address key. The
symbols used to indicate the positions held by officers and directors
are shown in the position symbol key below.
Ref.# Address
- ----- -----------------------------------
1 12355 Sunrise Valley Drive, Suite 300, Reston, Virginia 20191-3420
2 200 Civic Center Drive, Columbus Ohio 43215
3 205 Van Buren #120, Herndon, Virginia 20170
4 77 Beachside Avenue, Green Farms, Connecticut 06436
5 180 E. Broad St. Suite 1716, Columbus, Ohio 43215
6 10 Harleston Green Hilton, South Carolina 29928
7 62 Sherwood Drive, New Providence, New Jersey 07974
8 One Seagate, Suite 1400, Toledo, Ohio 43653
9 1700 MacCorkle Avenue, S.E., Charleston, West Virginia 23236
10 P.O. Box 1608, Silverthorne, Colorado 80498
11 3147 Keywest Court, Wichita, Kansas 67204
12 700 13th St., N.W., Suite 900, Washington, DC 20005
13 2603 Augusta, Houston, Texas 77057-5637
14 Dial Tower, Phoenix, Arizona 85077-1921
15 1600 Dublin Road, Columbus, Ohio 43215
16 939 West Goodale Rlvd., Columbus, Ohio 43215
17 9200 Arboretum Parkway, Richmond, Virginia 23235
18 P.O. Box 6070, Charleston, West Virginia 25362
19 2100 Cove Point Road, Lusby, Maryland 20687
20 14 Brookside Rd., Biltmore Forest, Asheveille, North Carolina 28803
21 212 Park Drive, Columbus, Ohio 43209
22 509 Preston Avenue, Blacksburg, Virginia 24061-0200
23 460 N. Gulph Road, King of Prussia, Pennsylvania 19406
24 2001 Mercer Road, Lexington, Kentucky 40511
25 9001 Arboretum Parkway, Richmond, Virginia 23235
26 650 Washington Road, Pittsburgh, Pennsylvania 15228-2703
27 2-18 Parsons Boulevard, Malba, Long Island, New York 11357
28 121 Hillpointe Drive, #100, Canonsburg, Pennsylvania 15317
29 4111 Executive Parkway, Westerville, Ohio 43081
30 120 Arrandale Boulevard, Exton, Pennsylvania 19341-2512
31 190 North Oval Mall, 205 Bricker Hall, Columbus, Ohio 43210-1357
32 P.O. Box 858, Valley Forge, Pennsylvania 19482
33 767 Third Avenue, New York, New York 10017-2023
34 910 Newton Road, Charleston, West Virginia 25314
35 5501 Frantz Road, Dublin, Ohio 43017
36 2581 Washington Road #222, Upper St. Clair, Pennsylvania 15241
37 2751 Centerville Road #212, Wilmington, Delaware 19808
11
<PAGE> 12
POSITION KEY CODE
<TABLE>
<S> <C> <C> <C>
KEY CB - Chairman of the Board CAO - Chief Accounting Officer C - Controller
VC - Vice Chairman EVP - Executive Vice President GA - General Auditor
CEO - Chief Executive Officer SVP - Senior Vice President GC - General Counsel
COO - Chief Operating Officer VP - Vice President S - Secretary
P - President T - Treasurer D - Director
CFO - Chief Financial Officer CLO - Chief Legal Officer
</TABLE>
FOOTNOTE KEY
(a) The officers and directors of the subsidiary of CLG listed in Item 1 are
identical to the officers and directors of CLG.
(b) The officers and directors of each of the twelve subsidiaries of TVC
listed in Item 1 are identical to the officers and directors of TVC.
(c) The officers and directors of the subsidiary of TCC listed in Item 1 are
identical to the officers and directors of TCC.
(d) The officers and directors of the subsidiary of CEM listed in Item 1 are
identical to the officers and directors of CES
12
<PAGE> 13
13 ITEM 6. Continued
<TABLE>
<CAPTION>
=======================================================================================================================
CG AEI CAT CKY CMD COH CPA CS TCO CGT CPC CLG CNR
(a)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Catherine G. Abbott CEO CEO
Charleston, West Virginia (9) D P,D D
- -----------------------------------------------------------------------------------------------------------------------
Carolyn M. Afshar
Reston, Virginia (1) S S
- -----------------------------------------------------------------------------------------------------------------------
Richard F. Albosta
New Providence, New Jersey (7) D D
- -----------------------------------------------------------------------------------------------------------------------
Philip J. Aldridge
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------------------------------------------
James T. Alexander
Herndon, Virginia (3)
- -----------------------------------------------------------------------------------------------------------------------
Carmen M. Andreoli
Herndon, Virginia (3)
- -----------------------------------------------------------------------------------------------------------------------
Gary W. Babin
Columbus, Ohio (2) VP
- -----------------------------------------------------------------------------------------------------------------------
Larry J. Bainter VP
Wilmington, Delaware (37) T T VP
- -----------------------------------------------------------------------------------------------------------------------
Richard W. Beardsley
Charleston, West Virginia (18) VP
- -----------------------------------------------------------------------------------------------------------------------
Robert H. Beeby
Green Farms, Connecticut (4) D D
- -----------------------------------------------------------------------------------------------------------------------
Napoleon A. Bell
Columbus, Ohio (5) D
- -----------------------------------------------------------------------------------------------------------------------
George H. Billings
Chareston, West Virginia (18) VP
- -----------------------------------------------------------------------------------------------------------------------
Margaret W. Beasley
Richmond, Virginia (17) S
- -----------------------------------------------------------------------------------------------------------------------
Tejinder S. Bindra
Reston, Virginia (1) S S
- -----------------------------------------------------------------------------------------------------------------------
Douglas G. Borror
Dublin, Ohio (35) D
- -----------------------------------------------------------------------------------------------------------------------
Alan Bowman
Columbus, Ohio (2) VP VP VP
- -----------------------------------------------------------------------------------------------------------------------
Andrew Mason Brent CB P
Richmond, Virginia (17) D D
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 14
14 ITEM 6. Continued
<TABLE>
<CAPTION>
=================================================================================
COS CPI CES TVC TCC CNS CIC
(b) (c)
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Catherine G. Abbott D
Charleston, West Virginia (9)
- ---------------------------------------------------------------------------------
Carolyn M. Afshar
Reston, Virginia (1)
- ---------------------------------------------------------------------------------
Richard F. Albosta
New Providence, New Jersey (7)
- ---------------------------------------------------------------------------------
Philip J. Aldridge
Charleston, West Virginia (9) P
- ---------------------------------------------------------------------------------
James T. Alexander
Herndon, Virginia (3) VP
- ---------------------------------------------------------------------------------
Carmen M. Andreoli
Herndon, Virginia (3) VP
- ---------------------------------------------------------------------------------
Gary W. Babin
Columbus, Ohio (2)
- ---------------------------------------------------------------------------------
Larry J. Bainter
Wilmington, Delaware (37) VP
- ---------------------------------------------------------------------------------
Richard W. Beardsley
Charleston, West Virginia (18)
- ---------------------------------------------------------------------------------
Robert H. Beeby
Green Farms, Connecticut (4)
- ---------------------------------------------------------------------------------
Napoleon A. Bell
Columbus, Ohio (5)
- ---------------------------------------------------------------------------------
George H. Billings
Chareston, West Virginia (18)
- ---------------------------------------------------------------------------------
Margaret W. Beasley
Richmond, Virginia (17)
- ---------------------------------------------------------------------------------
Tejinder S. Bindra
Reston, Virginia (1) S S D,VP
- ---------------------------------------------------------------------------------
Douglas G. Borror
Dublin, Ohio (35)
- ---------------------------------------------------------------------------------
Alan Bowman
Columbus, Ohio (2) VP
- ---------------------------------------------------------------------------------
Andrew Mason Brent P
Richmond, Virginia (17) D
- ---------------------------------------------------------------------------------
</TABLE>
<PAGE> 15
15 ITEM 6. Continued
<TABLE>
<CAPTION>
========================================================================================================================
CG AEI CAT CKY CMD COH CPA CS TCO CGT CPC CLG CNR
(a)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
L. Michael Bridges P P, D
Reston, Virginia (1) D CEO
- ------------------------------------------------------------------------------------------------------------------------
Donald A. Brooks
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Wilson K. Cadman
Wichita, Kansas (11) D D
- ------------------------------------------------------------------------------------------------------------------------
Richard Casali
Washington, DC (12) VP VP
- ------------------------------------------------------------------------------------------------------------------------
Michael Casdorph
Charleston, West Virginia (9) SVP
- ------------------------------------------------------------------------------------------------------------------------
Sheila A. Castellarin
Columbus, Ohio (2) VP VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
Mark A. Chandler T
Charleston, West Virginia (18) C
- ------------------------------------------------------------------------------------------------------------------------
Arnold T. Chonko
Columbus, Ohio (2) VP VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
Kenneth W. Christman
Pittsburgh, Pennsylvania (26) GC GC
- ------------------------------------------------------------------------------------------------------------------------
Mark A. Cleaves
Reston, Virginia (1)
- ------------------------------------------------------------------------------------------------------------------------
Bartholomew F. Cranston
Herndon, Virginia (3)
- ------------------------------------------------------------------------------------------------------------------------
Gregory S. Davis
Canonsburg, Pennsylvania (28)
- ------------------------------------------------------------------------------------------------------------------------
Dennis P. Detar
Herndon, Virginia (3)
- ------------------------------------------------------------------------------------------------------------------------
James H. Dissen
Charleston, West Virginia (18) VP
- ------------------------------------------------------------------------------------------------------------------------
Sheree L. Parks Downey
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Scott S. Eblin
Charleston, West Virginia (9) VP VP
- ------------------------------------------------------------------------------------------------------------------------
John T. Fay
Reston, Virginia (1) VP
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 16
16 ITEM 6. Continued
<TABLE>
<CAPTION>
====================================================================================
COS CPI CES TVC TCC CNS CIC
(b) (c)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
L. Michael Bridges
Reston, Virginia (1)
- ------------------------------------------------------------------------------------
Donald A. Brooks
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Wilson K. Cadman
Wichita, Kansas (11)
- ------------------------------------------------------------------------------------
Richard Casali
Washington, DC (12)
- ------------------------------------------------------------------------------------
Michael Casdorph
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Sheila A. Castellarin
Columbus, Ohio (2) VP
- ------------------------------------------------------------------------------------
Mark A. Chandler
Charleston, West Virginia (18)
- ------------------------------------------------------------------------------------
Arnold T. Chonko
Columbus, Ohio (2) VP
- ------------------------------------------------------------------------------------
Kenneth W. Christman
Pittsburgh, Pennsylvania (26)
- ------------------------------------------------------------------------------------
Mark A. Cleaves
Reston, Virginia (1) S
- ------------------------------------------------------------------------------------
Bartholomew F. Cranston VP
Herndon, Virginia (3) D
- ------------------------------------------------------------------------------------
Gregory S. Davis
Canonsburg, Pennsylvania (28) VP
- ------------------------------------------------------------------------------------
Dennis P. Detar T
Herndon, Virginia (3) C
- ------------------------------------------------------------------------------------
James H. Dissen
Charleston, West Virginia (18)
- ------------------------------------------------------------------------------------
Sheree L. Parks Downey
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Scott S. Eblin
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
John T. Fay
Reston, Virginia (1)
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE> 17
17 ITEM 6. Continued
<TABLE>
<CAPTION>
=========================================================================================================================
CG AEI CAT CKY CMD COH CPA CS TCO CGT CPC CLG CNR
(a)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Louis E. Font
Reston, Virginia (1) D,SVP
- -------------------------------------------------------------------------------------------------------------------------
Donato Furlano
Columbus, Ohio (15) C
- -------------------------------------------------------------------------------------------------------------------------
E. Gordon Gee
Columbus, Ohio (31) D
- -------------------------------------------------------------------------------------------------------------------------
David L. Gelbaugh
Columbus, Ohio (2) VP VP VP
- -------------------------------------------------------------------------------------------------------------------------
Dr. Michael J. Gluckman
Herndon, Virginia (3)
- -------------------------------------------------------------------------------------------------------------------------
Stephen E. Greene
Columbus, Ohio (2) VP VP VP
- -------------------------------------------------------------------------------------------------------------------------
Jeffrey W. Grossman
Reston, Virginia (1) VP,C T VP
- -------------------------------------------------------------------------------------------------------------------------
Robert. S. Gustafson
Canonsburg, Pennsylvania (28)
- -------------------------------------------------------------------------------------------------------------------------
Michael Hardy
Reston Virginia (1)
- -------------------------------------------------------------------------------------------------------------------------
William H. Harmon CEO
Charleston, West Virginia (18) P,
- -------------------------------------------------------------------------------------------------------------------------
Thomas E. Harris
Richmond, Virginia (25)
- -------------------------------------------------------------------------------------------------------------------------
James W. Hart, Jr.
Houston, Texas (13) VP VP
- -------------------------------------------------------------------------------------------------------------------------
Edward D. Harvey, Jr.
Reston, Virginia (1)
- -------------------------------------------------------------------------------------------------------------------------
Stephen J. Harvey
Reston, Virginia (1) VP
- -------------------------------------------------------------------------------------------------------------------------
James P. Heffernan
New York, New York (33) D D
- -------------------------------------------------------------------------------------------------------------------------
Donald P. Hodel
Silverthorne, Colorado (10) D D
- -------------------------------------------------------------------------------------------------------------------------
Malcolm T. Hopkins
Asheville, North Carolina (20) D D
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 18
18 ITEM 6. Continued
<TABLE>
<CAPTION>
===================================================================================
COS CPI CES TVC TCC CNS CIC
(b) (c)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Louis E. Font
Reston, Virginia (1)
- -----------------------------------------------------------------------------------
Donato Furlano
Columbus, Ohio (15) T
- -----------------------------------------------------------------------------------
E. Gordon Gee
Columbus, Ohio (31)
- -----------------------------------------------------------------------------------
David L. Gelbaugh
Columbus, Ohio (2) VP
- -----------------------------------------------------------------------------------
Dr. Michael J. Gluckman CEO
Herndon, Virginia (3) P,D
- -----------------------------------------------------------------------------------
Stephen E. Greene
Columbus, Ohio (2)
- -----------------------------------------------------------------------------------
Jeffrey W. Grossman
Reston, Virginia (1) T
- -----------------------------------------------------------------------------------
Robert. S. Gustafson
Canonsburg, Pennsylvania (28) C
- -----------------------------------------------------------------------------------
Michael Hardy
Reston Virginia (1) D
- -----------------------------------------------------------------------------------
William H. Harmon
Charleston, West Virginia (18)
- -----------------------------------------------------------------------------------
Thomas E. Harris CEO
Richmond, Virginia (25) P, D
- -----------------------------------------------------------------------------------
James W. Hart, Jr.
Houston, Texas (13)
- -----------------------------------------------------------------------------------
Edward D. Harvey, Jr.
Reston, Virginia (1) T
- -----------------------------------------------------------------------------------
Stephen J. Harvey
Reston, Virginia (1) P D
- -----------------------------------------------------------------------------------
James P. Heffernan
New York, New York (33)
- -----------------------------------------------------------------------------------
Donald P. Hodel
Silverthorne, Colorado (10)
- -----------------------------------------------------------------------------------
Malcolm T. Hopkins
Asheville, North Carolina (20)
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 19
19 ITEM 6. Continued
<TABLE>
<CAPTION>
========================================================================================================================
CG AEI CAT CKY CMD COH CPA CS TCO CGT CPC CLG CNR
(a)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas L. Hughes
Reston, Virginia (1) VP
- ------------------------------------------------------------------------------------------------------------------------
Arthur W. Iler
Reston Virginia (1)
- ------------------------------------------------------------------------------------------------------------------------
Richard F. James
Columbus, Ohio (2) VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
James A. Jarrell
Charleston, West Virginia (9) S, GC S, GC
- ------------------------------------------------------------------------------------------------------------------------
John H. Jennrich
Reston, Virginia (1) D, VP
- ------------------------------------------------------------------------------------------------------------------------
Malcolm Jozoff
Phoenix, Arizona (14) D D
- ------------------------------------------------------------------------------------------------------------------------
Joseph W. Kelly
Lexington, Kentucky (24) VP
- ------------------------------------------------------------------------------------------------------------------------
Charlotte P. Kessler
Columbus, Ohio (21) D
- ------------------------------------------------------------------------------------------------------------------------
Glen L. Kettering D
Charleston, West Virginia (9) SVP
- ------------------------------------------------------------------------------------------------------------------------
Peter J. Kinsella
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
R. H. Knauss
King of Prussia, Penn. (23) D
- ------------------------------------------------------------------------------------------------------------------------
Michael J. Knilans VP
Columbus, Ohio (15) GA
- ------------------------------------------------------------------------------------------------------------------------
Fredrick. G. Kolb
Charleston, West Virginia (18) VP
- ------------------------------------------------------------------------------------------------------------------------
Marshall D. Lang
Canonsburg, Pennsylvania (28)
- ------------------------------------------------------------------------------------------------------------------------
William J, Lavelle
Columbus, Ohio (2) VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
Dr. William E. Lavery
Blacksburg, Virginia (22) D
- ------------------------------------------------------------------------------------------------------------------------
James R. Lee
Columbus, Ohio (2) SVP SVP SVP SVP
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 20
20 ITEM 6. Continued
<TABLE>
<CAPTION>
===================================================================================
COS CPI CES TVC TCC CNS CIC
(b) (c)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas L. Hughes
Reston, Virginia (1)
- -----------------------------------------------------------------------------------
Arthur W. Iler
Reston Virginia (1) S
- -----------------------------------------------------------------------------------
Richard F. James
Columbus, Ohio (2) VP
- -----------------------------------------------------------------------------------
James A. Jarrell
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------
John H. Jennrich
Reston, Virginia (1)
- -----------------------------------------------------------------------------------
Malcolm Jozoff
Phoenix, Arizona (14)
- -----------------------------------------------------------------------------------
Joseph W. Kelly
Lexington, Kentucky (24)
- -----------------------------------------------------------------------------------
Charlotte P. Kessler
Columbus, Ohio (21)
- -----------------------------------------------------------------------------------
Glen L. Kettering
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------
Peter J. Kinsella
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------
R. H. Knauss
King of Prussia, Penn. (23)
- -----------------------------------------------------------------------------------
Michael J. Knilans
Columbus, Ohio (15)
- -----------------------------------------------------------------------------------
Fredrick. G. Kolb
Charleston, West Virginia (18)
- -----------------------------------------------------------------------------------
Marshall D. Lang
Canonsburg, Pennsylvania (28) VP
- -----------------------------------------------------------------------------------
William J, Lavelle
Columbus, Ohio (2) VP
- -----------------------------------------------------------------------------------
Dr. William E. Lavery
Blacksburg, Virginia (22) D
- -----------------------------------------------------------------------------------
James R. Lee
Columbus, Ohio (2) SVP
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 21
21 ITEM 6. Continued
<TABLE>
<CAPTION>
=========================================================================================================================
CG AEI CAT CKY CMD COH CPA CS TCO CGT CPC CLG CNR
(a)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Richard E. Lowe
Wilmington Delaware (37) VP
- -------------------------------------------------------------------------------------------------------------------------
Catherine Lymbery
Reston, Virginia (1)
- -------------------------------------------------------------------------------------------------------------------------
Stephen T. MacQueen
Lusby, Maryland (19) C
- -------------------------------------------------------------------------------------------------------------------------
Philip Magley SVP
Reston, Virginia (1) D
- -------------------------------------------------------------------------------------------------------------------------
R. A. Manson
Canonsburg, Pennsylvania (28)
- -------------------------------------------------------------------------------------------------------------------------
W. Harris Marple
Houston, Texas (13) VP
- -------------------------------------------------------------------------------------------------------------------------
Gerald E. Mayo
Hilton Head, S. Carolina (6) D D
- -------------------------------------------------------------------------------------------------------------------------
Dennis W. McFarland SVP
Columbus, Ohio (2) T T
- -------------------------------------------------------------------------------------------------------------------------
James A. McGehee, Jr. VP
Richmond, Virginia (17) D
- -------------------------------------------------------------------------------------------------------------------------
Terrance L. McGill
Houston, Texas (13) SVP P,D
- -------------------------------------------------------------------------------------------------------------------------
Donald E. Miller
Pittsburgh, Pennsylvania (26) VP VP
- -------------------------------------------------------------------------------------------------------------------------
Ellen L. Milnes
Columbus, Ohio (2) VP
- -------------------------------------------------------------------------------------------------------------------------
Terrence J. Murphy
Pittsburgh, Pennsylvania (26) VP
- -------------------------------------------------------------------------------------------------------------------------
Richard A. Newbold
Columbus, Ohio (16) VP
- -------------------------------------------------------------------------------------------------------------------------
Sheldon M. Nordin
Richmond, Virginia (17) T T
- -------------------------------------------------------------------------------------------------------------------------
Michael W. O'Donnell SVP SVP
Reston, Virginia (1) CFO D D D CFO,D D D D D D
- -------------------------------------------------------------------------------------------------------------------------
Mark P. O'Flynn SVP,D SVP,D
Charleston, West Virginia (9) CFO,C CFO,C
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 22
22 ITEM 6. Continued
<TABLE>
<CAPTION>
===================================================================================
COS CPI CES TVC TCC CNS CIC
(b) (c)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard E. Lowe
Wilmington Delaware (37)
- -----------------------------------------------------------------------------------
Catherine Lymbery
Reston, Virginia (1) S
- -----------------------------------------------------------------------------------
Stephen T. MacQueen
Lusby, Maryland (19)
- -----------------------------------------------------------------------------------
Philip Magley
Reston, Virginia (1)
- -----------------------------------------------------------------------------------
R. A. Manson
Canonsburg, Pennsylvania (28) VP
- -----------------------------------------------------------------------------------
W. Harris Marple
Houston, Texas (13)
- -----------------------------------------------------------------------------------
Gerald E. Mayo
Hilton Head, S. Carolina (6)
- -----------------------------------------------------------------------------------
Dennis W. McFarland
Columbus, Ohio (2) T
- -----------------------------------------------------------------------------------
James A. McGehee, Jr. VP
Richmond, Virginia (17) D
- -----------------------------------------------------------------------------------
Terrance L. McGill
Houston, Texas (13)
- -----------------------------------------------------------------------------------
Donald E. Miller
Pittsburgh, Pennsylvania (26)
- -----------------------------------------------------------------------------------
Ellen L. Milnes
Columbus, Ohio (2)
- -----------------------------------------------------------------------------------
Terrence J. Murphy
Pittsburgh, Pennsylvania (26) VP
- -----------------------------------------------------------------------------------
Richard A. Newbold
Columbus, Ohio (16)
- -----------------------------------------------------------------------------------
Sheldon M. Nordin
Richmond, Virginia (17) T
- -----------------------------------------------------------------------------------
Michael W. O'Donnell
Reston, Virginia (1) D D D D D D
- -----------------------------------------------------------------------------------
Mark P. O'Flynn
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 23
23 ITEM 6. Continued
<TABLE>
<CAPTION>
========================================================================================================================
CG AEI CAT CKY CMD COH CPA CS TCO CGT CPC CLG CNR
(a)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Kathleen O' Leary
Charleston, West Virginia (9) VP VP
- ------------------------------------------------------------------------------------------------------------------------
Douglas E. Olesen
Columbus, Ohio (26) D D
- ------------------------------------------------------------------------------------------------------------------------
James M. O'Sullivan
Columbus, Ohio (2) VP VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
James J. Ostertag
Reston, Virginia (1)
- ------------------------------------------------------------------------------------------------------------------------
Nicholas A. Parillo
Reston, Virginia (1) VP
- ------------------------------------------------------------------------------------------------------------------------
John W. Partridge, Jr.
Columbus, Ohio (2) SVP VP SVP VP
- ------------------------------------------------------------------------------------------------------------------------
Benjamin D. Perine
Houston, Texas (13) SVP
- ------------------------------------------------------------------------------------------------------------------------
Cheryl A. Peters
Columbus, Ohio (2) VP
- ------------------------------------------------------------------------------------------------------------------------
Thomas J. W. Pickard
Columbus, Ohio (2) VP
- ------------------------------------------------------------------------------------------------------------------------
R. Neal Pierce, Jr.
Charleston, West Virginia (3) S
- ------------------------------------------------------------------------------------------------------------------------
Thomas E. Perkins, Jr.
Richmond, Virginia (17) D
- ------------------------------------------------------------------------------------------------------------------------
Melanie K. Popovich
Pittsburgh, Pennsylvania (26) VP VP
- ------------------------------------------------------------------------------------------------------------------------
Ernesta G. Procope
Malba, Long Island, NY (27) D
- ------------------------------------------------------------------------------------------------------------------------
Gordon E. Regan, Jr.
King of Prussia, Penn. (23) P,D
- ------------------------------------------------------------------------------------------------------------------------
Edward A. Reid, Jr.
Columbus, Ohio (2) VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
Oliver G. Richard III CB,P CB,P
Reston, Virginia (1) CEO,D D D D CEO,D D D D D D
- ------------------------------------------------------------------------------------------------------------------------
Gary J. Robinson CEO CEO
Pittsburgh, Pennsylvania (26) P, D P, D
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 24
24 ITEM 6. Continued
<TABLE>
<CAPTION>
=====================================================================================
COS CPI CES TVC TCC CNS CIC
(b) (c)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kathleen O' Leary
Charleston, West Virginia (9)
- -------------------------------------------------------------------------------------
Douglas E. Olesen
Columbus, Ohio (26)
- -------------------------------------------------------------------------------------
James M. O'Sullivan
Columbus, Ohio (2) VP
- -------------------------------------------------------------------------------------
James J. Ostertag
Reston, Virginia (1) D,VP
- -------------------------------------------------------------------------------------
Nicholas A. Parillo
Reston, Virginia (1) D,P
- -------------------------------------------------------------------------------------
John W. Partridge, Jr.
Columbus, Ohio (2) VP
- -------------------------------------------------------------------------------------
Benjamin D. Perine
Houston, Texas (13)
- -------------------------------------------------------------------------------------
Cheryl A. Peters
Columbus, Ohio (2)
- -------------------------------------------------------------------------------------
Thomas J. W. Pickard
Columbus, Ohio (2)
- -------------------------------------------------------------------------------------
R. Neal Pierce, Jr.
Charleston, West Virginia (3)
- -------------------------------------------------------------------------------------
Thomas E. Perkins, Jr.
Richmond, Virginia (17)
- -------------------------------------------------------------------------------------
Melanie K. Popovich
Pittsburgh, Pennsylvania (26)
- -------------------------------------------------------------------------------------
Ernesta G. Procope
Malba, Long Island, NY (27) D
- -------------------------------------------------------------------------------------
Gordon E. Regan, Jr.
King of Prussia, Penn. (23)
- -------------------------------------------------------------------------------------
Edward A. Reid, Jr.
Columbus, Ohio (2) VP
- -------------------------------------------------------------------------------------
Oliver G. Richard III
Reston, Virginia (1) D D D D D
- -------------------------------------------------------------------------------------
Gary J. Robinson
Pittsburgh, Pennsylvania (26)
- -------------------------------------------------------------------------------------
</TABLE>
<PAGE> 25
25 ITEM 6. Continued
<TABLE>
<CAPTION>
========================================================================================================================
CG AEI CAT CKY CMD COH CPA CS TCO CGT CPC CLG CNR
(a)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Glen E. Schuler
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Peter M. Schwolsky CLO SVP
Reston, Virginia (1) SVP CLO,D D D D D D
- ------------------------------------------------------------------------------------------------------------------------
Ellwood I. Shoemaker
Columbus, Ohio (2) VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
Kathryn I. Shroyer
Columbus, Ohio (2) VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
Joseph T. Sinclair
Pittsburgh, Pennsylvania (26) VP VP
- ------------------------------------------------------------------------------------------------------------------------
Robert C. Skaggs, Jr. CEO CEO
Columbus, Ohio (2) P,D P,D D
- ------------------------------------------------------------------------------------------------------------------------
Stephen P. Smith
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Lawrence D. Smore
Richmond, Virgina (25) VP VP
- ------------------------------------------------------------------------------------------------------------------------
Andrew J. Sonderman D,GC D D,GC D
Columbus, Ohio (2) S S,GC S S,GC
- ------------------------------------------------------------------------------------------------------------------------
Leslie Strand
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Robert D. Stuart
Charleston, West Virginia (9) VP VP
- ------------------------------------------------------------------------------------------------------------------------
James R. Thomas II
Charleston, West Virginia (34) D
- ------------------------------------------------------------------------------------------------------------------------
Jerry A. Tischer
Tolede, Ohio (8) VP
- ------------------------------------------------------------------------------------------------------------------------
James W. Trost
Reston, Virginia (1) VP VP VP VP VP VP VP VP VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
Anthony Trubisz, Jr.
Canonsburg Pennsylvania (28)
- ------------------------------------------------------------------------------------------------------------------------
Genevieve A. Tuchow
Columbus, Ohio (2) VP
- ------------------------------------------------------------------------------------------------------------------------
Roger Vari
Pittsburgh, Pennsylvania (26) VP,T VP,T
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 26
26 ITEM 6. Continued
<TABLE>
<CAPTION>
===================================================================================
COS CPI CES TVC TCC CNS CIC
(b) (c)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Glen E. Schuler
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------
Peter M. Schwolsky
Reston, Virginia (1) D D D D
- -----------------------------------------------------------------------------------
Ellwood I. Shoemaker
Columbus, Ohio (2) VP
- -----------------------------------------------------------------------------------
Kathryn I. Shroyer
Columbus, Ohio (2) VP
- -----------------------------------------------------------------------------------
Joseph T. Sinclair
Pittsburgh, Pennsylvania (26)
- -----------------------------------------------------------------------------------
Robert C. Skaggs, Jr.
Columbus, Ohio (2) D
- -----------------------------------------------------------------------------------
Stephen P. Smith
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------
Lawrence D. Smore
Richmond, Virgina (25) VP
- -----------------------------------------------------------------------------------
Andrew J. Sonderman D,GC
Columbus, Ohio (2) S
- -----------------------------------------------------------------------------------
Leslie Strand
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------
Robert D. Stuart
Charleston, West Virginia (9)
- -----------------------------------------------------------------------------------
James R. Thomas II
Charleston, West Virginia (34) D
- -----------------------------------------------------------------------------------
Jerry A. Tischer
Tolede, Ohio (8)
- -----------------------------------------------------------------------------------
James W. Trost
Reston, Virginia (1) VP VP VP VP VP VP VP
- -----------------------------------------------------------------------------------
Anthony Trubisz, Jr. P
Canonsburg Pennsylvania (28) D
- -----------------------------------------------------------------------------------
Genevieve A. Tuchow
Columbus, Ohio (2)
- -----------------------------------------------------------------------------------
Roger Vari
Pittsburgh, Pennsylvania (26)
- -----------------------------------------------------------------------------------
</TABLE>
<PAGE> 27
27 ITEM 6. Continued
<TABLE>
<CAPTION>
========================================================================================================================
CG AEI CAT CKY CMD COH CPA CS TCO CGT CPC CLG CNR
(a)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Logan W. Wallingford
Reston, Virginia (1) D
- ------------------------------------------------------------------------------------------------------------------------
Bernard T. Walsh
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Stephen M. Warnick
Charleston, West Virginia (9) VP VP VP
- ------------------------------------------------------------------------------------------------------------------------
Willard Watson, Jr.
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Robert W. Welch, Jr.
Reston, Virginia (1) VP
- ------------------------------------------------------------------------------------------------------------------------
Robert B. Wemyss, Jr.
Richmond, Virginia (25)
- ------------------------------------------------------------------------------------------------------------------------
William H. White
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Larry L. Willeke
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Stephen M. Wilner
Charleston, West Virginia (9) VP VP
- ------------------------------------------------------------------------------------------------------------------------
William R. Wilson
Exton, Pennsylvania (30) D D
- ------------------------------------------------------------------------------------------------------------------------
K. Fredrick Wrenn, Jr.
Charleston, West Virginia (9) VP
- ------------------------------------------------------------------------------------------------------------------------
Nazzi Cameo Zola
Charleston, West Virginia (9) T T
- ------------------------------------------------------------------------------------------------------------------------
Robert M. Zulandi
Herndon, Virginia (3)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 28
28 ITEM 6. Continued
<TABLE>
<CAPTION>
====================================================================================
COS CPI CES TVC TCC CNS CIC
(b) (c)
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Logan W. Wallingford
Reston, Virginia (1) D
- ------------------------------------------------------------------------------------
Bernard T. Walsh
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Stephen M. Warnick
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Willard Watson, Jr.
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Robert W. Welch, Jr.
Reston, Virginia (1)
- ------------------------------------------------------------------------------------
Robert B. Wemyss, Jr.
Richmond, Virginia (25) VP
- ------------------------------------------------------------------------------------
William H. White
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Larry L. Willeke
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Stephen M. Wilner
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
William R. Wilson
Exton, Pennsylvania (30)
- ------------------------------------------------------------------------------------
K. Fredrick Wrenn, Jr.
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Nazzi Cameo Zola
Charleston, West Virginia (9)
- ------------------------------------------------------------------------------------
Robert M. Zulandi
Herndon, Virginia (3) SVP
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE> 29
Part II. Financial connections as of December 31, 1996*.
<TABLE>
<CAPTION>
Position
Held In Applicable
Name of Officer Name and Location of Financial Exemption
or Director Financial Institution Institution Rule
(1) (2) (3) (4)
- --------------------- -------------------------------- -------------- ---------------
<S> <C> <C> <C>
James P. Heffernan Danielson Trust Company (a) Director 70(b) & 70(d)
San Diego, CA
Whitman, Heffernan, Rhein & Co., Inc. President &
New York, NY (a) Part Owner 70(b) & 70(d)
William E. Lavery First Union Director 70(a) & 70(c)
National Bank of Virginia
Roanoke, Virginia
Gerald E. Mayo Huntington Bancshares Director 70(a) & 70(c)
Incorporated, Columbus, OH (a)
Oliver G. Richard III National Westminster Bank USA Director 70(b) & 70(d)
New York, New York (a)
C. Ronald Tilley (b) National City Bank Director 70(c) & 70(d)
Columbus, Ohio
James R. Thomas II One Valley Bank, N.A. Director 70(b) & 70(d)
Charleston, West Virginia
</TABLE>
*Since such information rests peculiarly within the knowledge of the respective
officers and directors, the Registrant disclaims responsibility for the
accuracy and completeness of such information
(a) Left this position during 1996.
(b) Retired from employment with The Columbia Gas System, Inc. and its
subsidiaries in 1996.
Part III(a). Compensation of officers and directors.
1996 EXECUTIVE COMPENSATION PLAN
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
EXECUTIVE COMPENSATION REPORT TO STOCKHOLDERS
GENERAL - As reported in the Proxy Statement prepared for last year's Annual
Meeting of Stockholders, the Compensation Committee (the "Committee") of the
Corporation's Board of Directors approved a new total compensation program for
the executive group, effective in 1996. Through the Committee, the Board of
Directors has developed an aggressive "PAY FOR PERFORMANCE" executive
compensation philosophy and programs to implement that philosophy. These
programs combine to form the basis of the total compensation plan for senior
management of the Corporation and its subsidiaries (the "System"), which is
designed to focus management's attention on the Corporation's strategic
business initiatives and financial performance objectives. The Committee
believes that the design and execution of the executive compensation program
implemented in 1996 is critical to the Corporation's future success by FOCUSING
MANAGEMENT'S ATTENTION on the new competitive business environment through
compensation awards largely based on COLUMBIA VALUE ADDED ("CVA") FINANCIAL
PERFORMANCE MEASURES and SHAREHOLDER RETURN. CVA performance measures
determine the real value of particular investments by the extent the return on
that investment exceeds the cost of the investment, including the cost of
capital.
29
<PAGE> 30
COMPENSATION PHILOSOPHY - The Board of Directors believes that total
compensation is not only payment for services rendered to the System, but also
a means to provide a strong motivational vehicle for the achievement of key
financial and strategic goals. The System provides executives with the
opportunity to increase their total compensation above base salary through
annual and longer-term incentive compensation programs. Goals and objectives
within the executive compensation program are established such that their
achievement will result in added value to the System over appropriate periods
of time. This is how compensation is linked to corporate performance. To
implement the pay for performance philosophy that the System instituted in
1996, its executive compensation program is designed to:
- PLACE AT RISK significant amounts of the executives' total
compensation.
- Base greater amounts of the executives' total compensation upon
CREATING LONG-TERM VALUE FOR THE STOCKHOLDERS.
- TIE COMPENSATION MORE CLOSELY TO THE FORTUNES OF THE STOCKHOLDERS
through the use of a combination of cash and STOCK-BASED INCENTIVE
COMPENSATION PLANS.
- Emphasize the achievement of both short- and longer-term internal
VALUE ADDED PERFORMANCE MEASURES as well as STOCKHOLDER RETURN
EXPECTATIONS in relationship to peer companies.
- Provide total compensation rewards to executives in relation to the
overall financial performance of the Corporation.
As a general matter, the executive compensation program is designed to provide
base salary compensation and benefit levels that target the median of the
marketplace in similar-sized utility and industrial companies; maintain
equitable relationships among the compensation levels established for jobs
within the System; provide for the recognition of performance delivered
year-to-year and over the long term; and ensure that appropriate controls are
in place for compensation to be fully earned. Because of the System's size and
integrated nature, a number of well-known utility and industrial executive
compensation surveys are utilized to determine competitive remuneration for
executives. Most of the companies in the S&P Natural Gas Utility Index are
included in one or more of these surveys. However, no single authoritative
executive compensation survey currently covers all of the companies in the S&P
Natural Gas Utility Index.
IMPLEMENTATION OF PHILOSOPHY - The System's executive compensation program is
administered by the Committee. The Committee is composed of six independent,
non-employee Directors. As of December 31, 1996, the System's executive total
compensation program consisted of the following:
1. Base Salary Program
2. Annual Incentive Compensation Plan
3. Long-Term Incentive Plan
4. Benefit Plans
5. Other Arrangements
1. Base Salary Program - A base salary range is established for each
executive position based on a comparison of compensation levels of similar
positions in the external market. Competitive base salary levels are needed to
attract and retain competent executives. Based on the utility and industrial
compensation surveys referred to above, the base salary levels for the
approximately 150 individuals comprising the executive and key employee group
approximate the median for similar groups with corporations of similar size and
complexity. Historically, individual performance reviews were conducted at
least annually and were used, along with the relative position of the
individual's salary within the salary range, to determine if any increase to
base salary was warranted based on individual performance. A range of merit
opportunities was preestablished on a uniform basis and the level of an
increase within that range was based on an assessment of an individual's
management skills and achievement against a variety of preestablished corporate
and operating company goals. Throughout 1996, these goals included
organizational goals pertaining to an executive's individual business unit as
well as, in certain cases, financial goals. In keeping with the philosophy of
placing more compensation at risk, in November 1996 the Committee decided to
delay base salary increases for all participants in the executive compensation
program for a period of one to two years, except in cases of promotions or
marketplace equity adjustments.
2. Annual Incentive Compensation Plan - This plan, which was amended,
restated and re-implemented effective January 1, 1996, provides the opportunity
for payment of cash awards to key employees for attainment of specific goals
which
30
<PAGE> 31
contributed directly to the present and future financial health of the System.
Awards for 1996 performance, granted in 1997 after financial results for 1996
were final, are reflected in the Summary Compensation Table and in the
Executive Compensation Report subsection entitled "1996 Chief Executive
Officer's Pay." The award opportunities for 1996 ranged from zero to 75 percent
of an individual's annual salary for meeting threshold targets, depending upon
the achievement of CVA financial targets as well as the individual's level of
responsibility within the organization and ability to contribute directly to
the financial performance of the company. Additional amounts could be awarded
for financial performance above the threshold target and, in certain
circumstances, for individual performance. Prior to the effectiveness of the
amended and restated Annual Incentive Compensation Plan on January 1, 1996, an
Interim Cash Performance Award Program was authorized by the Committee.
Eligibility for consideration in the Interim Cash Performance Award Program was
based on the individual's level of responsibility within the organization and
ability to contribute to the financial performance of the company. The award
opportunities for 1995 ranged from zero to 35 percent of an individual's annual
salary based on performance against pre-set goals. The higher the achievement
and contribution to the Corporation, the larger the potential award could be.
Performance measures included specific Return on Invested Capital financial
targets as reflected in the Corporation's strategic business plan and other
organizational goals which could contribute to the success of the company. The
award for 1995 performance was made in March 1996 and, for the executive
officers named in the Summary Compensation Table, is shown in that table. The
interim program ended with the implementation of the revised Annual Incentive
Compensation Plan referred to above, effective January 1, 1996.
3. Long-Term Incentive Plan - The executive compensation program also
includes a component to bring special attention to the important area of
stockholder return. The Long-Term Incentive Plan adopted in 1996 provides
long-term incentives to officers and other key employees of System companies
through the granting of incentive stock options, non-qualified stock options,
stock appreciation rights, contingent stock awards, restricted stock awards,
and/or any award in other forms that the Committee may deem appropriate,
consistent with the plan's purpose. For option awards, generally the
Corporation's Total Shareholder Return performance (stock price appreciation
plus dividend accruals) will be compared to the S&P Natural Gas Utility Index
as included this report. Presently, it is the intent of the Committee to
provide awards of options primarily when the Corporation's Total Shareholder
Return exceeds the median of companies which comprise this peer group. With
respect to options, generally the amount of awards to each participant will be
based upon the evaluation of a key employee's position, individual performance,
and the Corporation's Total Shareholder Return, though option awards to key
employees may be made for reasons other than Total Shareholder Return, subject
to the discretion of the Committee. The purchase price per share of stock
deliverable upon the exercise of a nonqualified stock option will be 100
percent of the fair market value of the stock on the day of grant. The price of
options issued under the plan will be credited with dividend equivalents. Such
credits may be made directly through a reduction in the purchase price of stock
subject to options. Alternatively, at the discretion of the Committee, dividend
equivalent credits may be provided indirectly, for example through the
establishment of an unsecured, unfunded bookkeeping "account" that would track
dividends declared on the stock subject to options and that would be paid in
cash to an optionee upon the exercise of an option or, in certain
circumstances, upon expiration of the option. Contingent or restricted stock
may also be awarded in very limited applications. The 1996 Long-Term Incentive
Plan was approved by the stockholders of the Corporation on April 26, 1996, and
the plan became effective as of February 21, 1996. Awards made in 1997 for 1996
performance are reflected in the Options Table as well as the subsection of
this report entitled "1996 Chief Executive Officer's Pay."
4. Benefit Plans - The System maintains savings, retirement, medical, dental,
long-term disability, life insurance and other benefit plans of general
applicability. Federal regulations establish limits on the benefits which may
be paid under savings and retirement plans qualified under the Internal Revenue
Code ("IRC"). To maintain compliance, the System caps benefits under the
qualified plans at the required levels. To provide comparable benefits to more
highly compensated employees, the System has established a Thrift Restoration
Plan and a Pension Restoration Plan, both of which are non-qualified and
unfunded. However, the Pension Restoration Plan may be funded through a trust
arrangement at the election of the beneficiary once a threshold liability of
$100,000 has been reached. The Committee views these supplemental plans as part
of the total compensation program for executives.
5. Other Arrangements - Mr. Richard, the Chairman, CEO, and President of the
of the Corporation, and Ms. Abbott, Chief Executive Officer and President of
Columbia Gas Transmission Corporation and Chief Executive Officer of Columbia
Gulf Transmission Company, were granted employment agreements upon hire. For a
more detailed description of the agreements, please see "Employment Agreements"
below on page 33. When circumstances warrant, the Corporation and other
companies in the System can enter into agreements seeking to retain the
services of experienced management during periods of financial uncertainty. As
a result of the Chapter 11 reorganization petition that the Corporation and its
subsidiary, Columbia Gas Transmission Corporation, filed under the U.S.
Bankruptcy Code, employment and retention agreements were entered into in July
1991 and expired in 1993. In order to retain experienced management, the
Committee authorized the execution of new agreements upon approval by the
Bankruptcy Court. Following the Corporation's emergence from bankruptcy in
1995, these
31
<PAGE> 32
employment and retention agreements have been terminated and are no longer in
effect; however, payments were made pursuant to these agreements in 1996 as
shown on the Summary Compensation Table. DEDUCTIBILITY OF COMPENSATION - The
Committee has reviewed the potential impact on the System of Section 162(m) of
the IRC, which imposes a limit on tax deductions that the System may claim for
annual compensation in excess of one million dollars paid to any of the CEO and
the four other most highly compensated executive officers. The Committee has
determined that under current compensation arrangements, the impact of Section
162(m) on the System would be limited and, therefore, has decided not to take
any action at this time to meet the requirements for a deduction for the Annual
Incentive Compensation Plan.
EVALUATION PROCESS - Each year, the Board of Directors of the Corporation
reviews and approves strategic business and financial plans for the Corporation
and each of its subsidiaries. In addition to various business strategies, these
plans include specific financial targets such as CVA or other measures to
evaluate whether stockholder value has increased.
The goals set forth in these strategic plans are the bases for evaluating the
performance of the CEO of the Corporation and other senior executives whose
compensation falls under the direct purview of the Committee. Attainment of
meaningful strategic objectives over reasonable time periods increases value to
stockholders, and the increased compensation opportunities for executives are
directly linked to the attainment of these objectives.
1996 CHIEF EXECUTIVE OFFICER'S PAY
BASE SALARY - When Mr. Richard was hired as CEO in 1995, the Corporation
entered into an employment agreement with Mr. Richard that provides a base
salary of $750,000 per year, subject to such increases as may be approved by
the Board. On March 19, 1996 the Committee approved a five percent increase, to
$787,500 per year, in Mr. Richard's base salary in recognition of his
exceptional performance since his employment in April 1995. The increase also
reflected his leadership in restructuring the System and other contributions
viewed favorably among investors, resulting in an increase in the price of the
Corporation's common stock since April 1995. As noted above, in November 1996
the Committee decided to freeze the base salary of all members of the executive
group except in cases of promotions or marketplace equity adjustments.
ANNUAL INCENTIVE PLAN - Under the provisions of the Interim Cash Performance
Award Program as described above, on March 19, 1996, the Committee approved a
cash award for Mr. Richard of $262,500 to recognize his exceptional performance
and other contributions, as indicated above, in 1995. On February 18, 1997, in
accordance with the Corporation's "pay for performance" compensation
philosophy, the Committee approved a cash award for Mr. Richard of $710,000
under the amended and restated Annual Incentive Compensation Plan in
recognition of the Corporation's exceeding threshold CVA goals and financial
performance compared to peer companies, and of Mr. Richard's achieving his
individual performance goals for 1996.
LONG-TERM INCENTIVE PLAN - Mr. Richard's employment agreement provides for
contingent stock grants, including 5,000 shares per year on December 31 of each
of the years 1995, 1996 and 1997, if he is employed by the Corporation on those
dates. As Mr. Richard was employed by the Corporation on December 31, 1996, he
received a grant for the equivalent of 5,000 shares of common stock (2,340
shares were withheld to pay taxes on the grant). In addition, subject to the
receipt of necessary approvals, on the thirtieth day after the Corporation's
discharge from bankruptcy, Mr. Richard's employment agreement provides that he
was to receive a grant of options to purchase, at the then prevailing market
price, 100,000 shares of the Corporation's common stock. Since the options
could not be issued as of the thirtieth day following the Corporation's
discharge from bankruptcy because the 1986 Long-Term Incentive Plan was no
longer in effect and the 1996 Long-Term Incentive Plan had not yet been
approved by the stockholders, the day after the options were issued (May 20,
1996), Mr. Richard received a cash payment of $481,250, less taxes, equal to
the excess of the actual grant price over the fair market value of the shares
on the thirtieth day following discharge from bankruptcy, as authorized by the
Committee. On January 17, 1996, Mr. Richard's employment agreement was amended
to provide for the issuance of restricted stock as compensation for
performance, based upon his contributions and the increase in stock price from
April 28, 1995, to December 28, 1995, the thirtieth day after the Corporation's
emergence from bankruptcy. On May 20, 1996, Mr. Richard received a grant of
29,785 shares of restricted stock under such provisions of his employment
agreement. To provide an additional incentive to Mr. Richard to continue his
employment with the Corporation, the amended employment agreement provides that
only 20 percent of such restricted stock vests each year, with the first 20
percent being vested on January 2, 1997, and an additional 20 percent being
vested on the first business day of each of the four succeeding calendar years.
In addition, on February 18, 1997, the Committee awarded Mr. Richard, under
the 1996 Long-Term Incentive Plan, a grant of nonqualified stock options to
purchase 60,000 shares of common stock at a price of $63.6875 per share, with
one-third vested at the date of grant and exercisable six months therefrom,
one-third on the first anniversary of grant, and one-third on the second
anniversary of grant. The award is included in the Options Table.
32
<PAGE> 33
BY THE COMPENSATION COMMITTEE:
<TABLE>
<S> <C> <C>
Gerald E. Mayo, Chairman James P. Heffernan Robert H. Beeby
Malcolm T. Hopkins Wilson K. Cadman James R. Thomas, II
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee, listed above, all served on the
Committee for the entire 1996 fiscal year, except Mr. Hopkins, who was
appointed to the Committee effective April 26, 1996. Mr. Wilson and Dr. Lavery
served on the Compensation Committee from January 1, 1996, until April 26,
1996. None of the members of the Compensation Committee has served as an
officer or employee of the Corporation or any of its subsidiaries.
EMPLOYMENT AGREEMENTS
As discussed in the Executive Compensation Report of the Compensation Committee
in the Proxy, in order to secure his services, the Corporation entered into an
employment agreement with Mr. Richard for the position of Chairman, Chief
Executive Officer and President of the Corporation. In addition to salary,
options, bonus, restricted stock and other matters discussed in the Executive
Compensation Report of the Compensation Committee and in last year's proxy
statement, Mr. Richard's employment agreement provides for severance benefits
to be paid to Mr. Richard in the event his employment is terminated without
cause. The severance benefits would include payment of Mr. Richard's annual
base salary, incentive compensation and fringe benefits for a period of 24
months. If Mr. Richard's employment is terminated due to a change in control of
the Corporation (as defined in the agreement), the period of severance benefits
is extended from 24 to 36 months, but the amount that may be paid to Mr.
Richard, which would constitute "parachute payments" under the IRC, will be
limited to the extent necessary to avoid the imposition of an excise tax under
the IRC.
As discussed in last year's proxy statement, the Corporation has also entered
into an employment agreement with Mr. Schwolsky to secure his services as
Senior Vice President and Chief Legal Officer of the Corporation. In addition
to stock-based grants that were disclosed in last year's proxy statement, the
employment agreement with Mr. Schwolsky provides a base salary of $285,000 per
year, subject to such increases as may be approved by the Board. Besides being
eligible to participate in all incentive compensation plans and employee
benefit programs provided to other senior executives of the System, upon
retirement Mr. Schwolsky may receive supplemental pension payments to make up
the difference, if any, between the System's pension benefits and those Mr.
Schwolsky would have received from his previous employer. The employment
agreement further provides for severance benefits to be paid to Mr. Schwolsky
in the event his employment is terminated without cause. The severance benefits
would include payment of Mr. Schwolsky's annual base salary, incentive
compensation and fringe benefits for a period of 24 months. If Mr. Schwolsky's
employment is terminated due to a change in control of the Corporation (as
defined in the agreement), the period of severance benefits is extended from 24
to 36 months, but the amount that may be paid to Mr. Schwolsky, which would
constitute "parachute payments" under the IRC, will be limited to the extent
necessary to avoid the imposition of an excise tax under the IRC.
On January 17, 1996, the Corporation entered into an employment agreement with
Ms. Abbott to secure her services as Chief Executive Officer of its
transmission subsidiaries. The agreement provides for a base salary of $325,000
per year, subject to such increases as may be approved by the Board. The
agreement also provides that Ms. Abbott is eligible to participate in all
employee benefit programs provided to other transmission company executives and
in all incentive compensation programs of the transmission companies
appropriate for her status. In addition, the agreement provides for a
contingent stock award for 1,500 shares of the Corporation's common stock.
Following the approval of the Corporation's Long-Term Incentive Plan by the
stockholders at the 1996 Annual Meeting, the contingencies were satisfied, and
Ms. Abbott received 1,500 shares of common stock. The employment agreement
further provides for severance benefits to be paid to Ms. Abbott in the event
her employment is terminated without cause. The severance benefits would
include payment of Ms. Abbott's annual base salary, incentive compensation and
fringe benefits for a period of 24 months. If Ms. Abbott's employment is
terminated due to a change in control of the Corporation (as defined in the
agreement), the period of severance benefits is extended from 24 to 36 months,
but the amount that may be paid to Ms. Abbott, which would constitute
"parachute payments" under the IRC, will be limited to the extent necessary to
avoid the imposition of an excise tax under the IRC.
33
<PAGE> 34
<TABLE>
<CAPTION>
====================================================================================================================================
OPTION/SAR GRANTS IN LAST FISCAL YEAR
====================================================================================================================================
Individual Grants Potential Realizable Value at
Assumed Annual Rates of Stock Price
Appreciation for Option Term
====================================================================================================================================
(a) (b) (c) (d) (e) (f) (g)
====================================================================================================================================
Name Number of % of Total Exercise or Expiration 5% ($) 10% ($)
Securities Options/SARs Base Price Date
Underlying Granted ($/Sh)
Options/SARs to Employees in
Granted Fiscal Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
O. G. Richard III
Chairman, CEO & President 100,000 100.0% 48.6875* 5/20/06 3,061,931** 7,759,534**
- ------------------------------------------------------------------------------------------------------------------------------------
M. W. O'Donnell
Senior Vice President & Chief
Financial Officer 0 0.0% N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
P. M. Schwolsky
Senior Vice President & Chief
Legal Officer 0 0.0% N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
C. G. Abbott
CEO of Corporation' s Gas
Transmission Segment 0 0.0% N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
R. C. Skaggs, Jr. ***
CEO & President of
Columbia Gas of Ohio and
Columbia Gas of Kentucky 0 0.0% N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
S. J. Harvey
Vice President
Columbia Gas System
Service Corporation 0 0.0% N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
J. P. Holland
former Chairman & CEO
of Corporation's Gas
Transmission Segment 0 0.0% N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
C. R. Tilley
former Chairman & CEO
of Corporation's Gas
Distribution Segment 0 0.0% N/A N/A N/A N/A
====================================================================================================================================
</TABLE>
- Exercise price shall be reduced by amounts paid as dividends on shares of
stock as long as the option is outstanding and not exercised as to any
shares of such stock, but in no event shall the exercise price be less than
the par value of such stock.
** The potential realizable value shall increase as dividends are paid on
stock subject to options.
*** Information regarding Mr. Skaggs, although not required because he is not
an "executive officer" as defined in the SEC's rules and regulations, is
provided due to the level of his compensation.
<PAGE> 35
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ANNUAL COMPENSATION
- --------------------------------------------------------------------------------
(a) (b) (c) (d)
- --------------------------------------------------------------------------------
Name and
Principal
Position (1) Year Salary Bonus
- --------------------------------------------------------------------------------
$ $
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
O. G. RICHARD 1996 778,125 710,000(4)(5)
III
Chairman, CEO &
President 1995 528,125(3) 262,500(6)
1994 N/A
- --------------------------------------------------------------------------------
M. W. O'DONNELL 1996 322,575 210,000(4)(5)
------------------------------------------------------
Senior Vice President 1995 310,150 247,000(6)(8)
& Chief Financial
Officer
------------------------------------------------------
1994 286,025 132,336(7)(19)
- --------------------------------------------------------------------------------
P. M. SCHWOLSKY 1996 321,250 234,000(4)(5)
------------------------------------------------------
Senior Vice President 1995 164,091(3) 115,000(6)(8)
& Chief Legal Officer
------------------------------------------------------
1994 N/A
- --------------------------------------------------------------------------------
C. G. ABBOTT 1996 310,871(3) 234,000(4)(5)
CEO of Corporation's ------------------------------------------------------
Gas Transmission 1995 N/A
Segment 1994 N/A
- --------------------------------------------------------------------------------
R. C. SKAGGS (33) 1996 258,891 171,600(4)(5)
------------------------------------------------------
CEO & President of
Columbia Gas of Ohio
and Columbia Gas of
Kentucky
1995 222,300 75,000(6)
------------------------------------------------------
1994 206,113 40,300(7)
- --------------------------------------------------------------------------------
S. J. HARVEY 1996 212,722(3) 101,300(5)
Vice President
Columbia Gas System 1995 N/A
Service Corporation
1994 N/A
- --------------------------------------------------------------------------------
J. P. HOLLAND 1996 -0-
27,208(3)
former Chairman & CEO
of Corporation's Gas 1995 320,450 50,000(6)
Transmission Segment
------------------------------------------------------
1994 295,020 54,414(7)
- --------------------------------------------------------------------------------
C. R. TILLEY 1996 61,183(3) -0-
------------------------------------------------------
former Chairman &
CEO of Corporation's 1995 362,725 100,000(6)
Gas Distribution
Segment 1994 345,175 49,340(7)
================================================================================
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Long-Term Compensation
--------------------------------------------------------------------
Awards Payouts
- ------------------------------------------------------------------------------------------------
(a) (f) (g) (h) (i)
- ------------------------------------------------------------------------------------------------
Name and Securities
Principal Restricted Underlying LTIP All Other
Position (1) Stock Awards Options - Payouts Comp. (2)
SARs
- ------------------------------------------------------------------------------------------------
$ # $ $
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
O. G. RICHARD 2,215,384 160,000 -0- 746,596
III (14) (15) (11) (12) (13)(23)(24)(2)
Chairman, CEO &
President 516,875 (15) -0- -0- 75,673(28)
- ------------------------------------------------------------------------------------------------
M. W. O'DONNELL -0- 25,000(11) -0- 84,233(23)(2)
-----------------------------------------------------------------------
Senior Vice President -0- 5,000(9) -0- 13,897
& Chief Financial
Officer
-----------------------------------------------------------------------
-0- -0- -0- 12,741
- ------------------------------------------------------------------------------------------------
P. M. SCHWOLSKY -0- 25,000(11) -0- 130,804 (23)(2)
-----------------------------------------------------------------------
Senior Vice President 91,400(17) 5,000(10) -0- 13,503(29)
& Chief Legal Officer
- -------------------------------------------------------------------------------------------------
C. G. ABBOTT 73,219(16) 25,000(11) -0- 88,689 (23)(25)
CEO of Corporation's
Gas Transmission
Segment
- -------------------------------------------------------------------------------------------------
R. C. SKAGGS (33) -0- 25,000(11) 15,008(18) 13,801(26)(2)
-------------------------------------------------------------------------
CEO & President of
Columbia Gas of Ohio
and Columbia Gas of
Kentucky
-0- 3,000(9) 36,405(18) 12,252(30)(2)
-------------------------------------------------------------------------
-0- -0- -0- 8,382(32)(2)
- ------------------------------------------------------------------------------------------------
S. J. HARVEY -0- 12,000(11) -0- 76,623(23)
Vice President
Columbia Gas System
Service Corporation
- -------------------------------------------------------------------------------------------------
-0- -0- 176,240(18) 313,985(21)(2)
J. P. HOLLAND -------------------------------------------------------------------------
former Chairman & CEO
of Corporation's Gas -0- 5,000(9) -0- 340,829(20)
Transmission Segment
-------------------------------------------------------------------------
-0- -0- -0- 13,167
- -------------------------------------------------------------------------------------------------
C. R. TILLEY -0- -0- 254,924(18) 569,775(21)(22)
(27)(2)
-------------------------------------------------------------------------
former Chairman &
CEO of Corporation's -0- 5,000(9) -0- 42,548(31)
Gas Distribution
Segment -0- -0- -0- 370,222(20)
=================================================================================================
</TABLE>
36
<PAGE> 36
(1) Includes Chief Executive Officer and four other most highly-compensated
executive officers whose salary and bonus exceed $100,000 and two who
would have been among the most highly-compensated had they been employed
at year-end. The compensation to all officers as a group, namely those
listed in Part I, totaled $21,067,784.
(2) Reflects employer contributions to the Employees' Thrift Plan of Columbia
Gas System, which is qualified under the Internal Revenue Code, and the
Thrift Restoration Plan, a nonqualified plan. Mr. Richard and Mr.
Schwolsky were not yet participants in the Employees' Thrift Plan or
Thrift Restoration Plan as of December 31, 1995. Ms. Abbott was not yet a
participant in either plan as of December 31, 1996. The contributions to
all other officers, namely those listed in Part 1, totaled $608,682.
(3) Partial year salary.
(4) The Compensation Committee required that fifty (50) percent of the 1996
Annual Incentive Program bonus to have been paid in 1997 be deferred for
at least one year from the date it otherwise would have been paid.
(5) Reflects bonus paid in 1997 with respect to 1996 performance under the
Annual Incentive Compensation Plan.
(6) Reflects bonus paid in 1996 with respect to 1995 performance under the
Interim Cash Performance Award Program.
(7) Reflects bonus paid in 1995 with respect to 1994 performance under the
Interim Cash Performance Award Program.
(8) Reflects payment for recognition of contributions during bankruptcy
proceedings to Mr. O'Donnell for $163,000 and Mr. Schwolsky for $65,000.
(9) Options to purchase shares granted to top 31 executives on May 17, 1995,
at a price of $28.99 per share, which vested 100% six months from the
date of grant, on November 17, 1995.
(10) Options to purchase shares granted to Mr. Schwolsky upon his employment
on June 5, 1995, at a price of $31.05 per share, which vested 100% six
months from the date of grant, on December 5, 1995.
(11) Options to purchase shares granted to executive group on February 18,
1997, at a price of $63.6875 per share, which options vested one-third
upon grant, exercisable in six months; one-third upon the first
anniversary of grant; and one-third upon the second anniversary. Mr.
Richard received options for 60,000 shares of common stock; Messrs.
O'Donnell, Schwolsky and Skaggs and Ms. Abbott, options for 25,000 shares
each; and Mr. Harvey, options for 12,000 shares.
(12) Pursuant to Mr. Richard's employment agreement dated March 15, 1995, and
amended January 17, 1996, on May 20, 1996, Mr. Richard was granted a
nonqualified stock option for 100,000 shares of common stock, 50,000 of
which were vested on November 28, 1996, and the remaining 50,000 to vest
on November 28, 1997. Dividends are associated with this award, with the
exercise price being reduced by amounts paid as dividends on shares of
common stock, as long as the option is outstanding and not exercised as
to any shares of such common stock. In no event may the exercise price be
less than the par value of such common stock.
(13) Pursuant to Mr. Richard's employment agreement dated March 15, 1995, and
amended January 17, 1996, on May 21, 1996, Mr. Richard received a
$481,250 cash payment, less taxes, representing the excess of the grant
price of the options for 100,000 shares of common stock issued the
previous date over the fair market value of the shares on the date the
options would have been issued had the Corporation been able to issue the
options following the discharge from bankruptcy. The common stock
increased in value during this period from $43.875 to $48.6875 per share.
(14) Pursuant to Mr. Richard's employment agreement dated March 15, 1995, and
amended January 17, 1996, on May 20, 1996, Mr. Richard was granted a
restricted stock award for 29,785 shares of common stock. Mr. Richard
receives dividends on the restricted stock as dividends are declared on
shares of common stock. The restrictions are to be satisfied if Mr.
Richard remains employed by the Corporation as follows: for 5,957 shares
on each of the dates of January 2, 1997, January 2, 1998, January 4,
1999, January 3, 2000, and January 2, 2001. At Fiscal Year end the stock
price was $63.625, for a total value of $1,895,071 for the restricted
stock. On January 2, 1997, 5,957 shares were releasable to Mr. Richard at
a value of $62.5625 per share, for a total value of $372,685. The actual
amount of unrestricted shares issued was net of amounts withheld to pay
taxes, or 3,170 shares.
(15) Pursuant to Mr. Richard's employment agreement dated March 15, 1995, and
amended January 17, 1996, on April 28, 1995, Mr. Richard was granted a
contingent stock award for 25,000 shares of common stock. The 25,000
shares vest as follows: 10,000 on May 1, 1995, and 5,000 per year on, and
contingent upon his continued employment through, December 31, 1995,
December 31, 1996, and December 31, 1997, respectively. On May 1, 1995,
10,000 shares were issued to Mr. Richard at a value of $29.75 per share,
and on December 31, 1995, 5,000 shares were issued to him at a value of
$43.875 per share, for a total value of $516,875. On December 31, 1996,
5,000 shares were issued to him at a value of $64.0625 per share, for a
total
37
<PAGE> 37
value of $320,313. The actual amount of shares issued was net of amounts
withheld to pay taxes, or 2,660 shares. No dividends are associated with
this award.
(16) Pursuant to Ms. Abbott's employment agreement dated January 17, 1996, on
January 17, 1996, Ms. Abbott was granted a contingent stock award for
1,500 shares of Common Stock to be issued to her upon approval of the
Long-Term Incentive Plan by the stockholders of the Corporation,
contingent upon her continued employment until that date. On May 17,
1996, 1,500 shares were issued to Ms. Abbott with a value of $48.8125 per
share.
(17) On June 5, 1995, Mr. Schwolsky was granted 2,500 shares of Common Stock
to be issued to him on September 5, 1995, contingent upon his employment
through that date. On September 5, 1995, Mr. Schwolsky received 2,500
shares with a value of $36.56 per share.
(18) Exercised options under the Long-Term Incentive Program. In 1996,
exercised option shares were 1,490 for Mr. Skaggs, 15,960 for Mr. Holland
and 21,500 for Mr. Tilley. In 1995, exercised option shares were 3,000
for Mr. Skaggs.
(19) Payment provided pursuant to now expired Retention Agreement.
(20) Payment provided pursuant to now expired employment agreement in the
amount of $349,600 for Mr. Tilley and $326,500 for Mr. Holland.
(21) Includes payments upon termination totaling $299,292 for Mr. Holland and
$500,000 for Mr. Tilley.
(22) Includes payment of $49,417 for accrued vacation received upon
retirement.
(23) Includes transfer expenses associated with the move of the corporate
office from Delaware to Northern Virginia totaling $235,738 for Mr.
Richard, $66,090 for Mr. O'Donnell, $126,304 for Mr. Schwolsky, $87,014
for Ms. Abbott, and $76,623 for Mr. Harvey.
(24) Includes perquisites consisting of personal use of company aircraft and
financial planning aggregating $14,233.
(25) Includes perquisite consisting of personal use of company aircraft
aggregating $1,675.
(26) Includes perquisites consisting of country club dues and financial
planning aggregating $2,356.
(27) Includes perquisites consisting of country club dues and financial
planning aggregating $16,687.
(28) Transfer expenses and compensation for benefits forfeited upon
termination of prior employment.
(29) Transfer expenses.
(30) Includes perquisites consisting of country club dues aggregating $5,502.
(31) Includes perquisites consisting of personal use of company aircraft,
country club dues and financial planning aggregating $11,416.
(32) Includes perquisites consisting of country club dues aggregating $1,479.
(33) Information regarding Mr. Skaggs, although not required because he is not
an "executive officer" as defined in the SEC's rules and regulations, is
provided due to the level of his compensation.
RETIREMENT INCOME PLAN
A noncontributory defined benefit pension plan is maintained for all employees
of the Corporation's participating subsidiaries who are at least 21 years of
age. The annual benefit under the pension plan is based upon final average
annual compensation and years of credited service. Final average annual
compensation is calculated using base compensation (shown in the "Summary
Compensation Table" as "Salary") paid to the employee for the highest 36 months
of the last 60 months prior to retirement.
Estimated annual benefits payable upon retirement are as follows with respect
to the specified remuneration and years of credited service.
38
<PAGE> 38
ESTIMATED ANNUAL BENEFITS AS OF JANUARY 1, 1997, FROM RETIREMENT
INCOME PLAN (A)
<TABLE>
<CAPTION>
Representative Years of Credited Service (B)
--------------------------------------------
15 20 25 30 35 40
Final Average -- -- -- -- -- --
Annual Compensation $ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
250,000 54,533 72,711 90,889 109,067 115,317 121,567
300,000 65,783 87,711 109,639 131,567 139,067 146,567
400,000 88,283 117,711 147,139 176,567 186,567 196,567
500,000 110,783 147,711 184,639 221,567 234,067 246,567
600,000 133,283 177,711 222,139 266,567 281,567 296,567
800,000 178,283 237,711 297,139 356,567 376,567
1,000,000 223,283 297,711 372,139 446,567 471,567 496,567
1,200,000 268,283 357,711 447,139 536,567 566,567 596,567
</TABLE>
(A) Estimates are based upon a straight-life annuity and the assumptions that
(a) the Corporation's present retirement plan will be maintained and (b)
retirement will not occur before age 65. These benefits are not subject to
deduction for social security or other charges. Should an annual benefit exceed
limitations imposed by federal law, the excess will be paid by the
participating subsidiary as a supplemental pension under the Pension
Restoration Plan. If the supplemental pension liability exceeds $100,000, then
this liability may be funded through a trust arrangement at the option of the
individual. The following former executive officers elected to have their
accrued supplemental pension funded through a trust arrangement, and
contributions made in 1996 were as follows: Mr. Tilley, $125,500; and Mr.
Holland, $100,000. The liabilities of Messrs. Richard, Schwolsky and O'Donnell
have reached $100,000, but to date they have not elected to fund their accrued
pension. The liabilities of Mr. Skaggs, Ms. Abbott and Mr. Harvey had not yet
reached $100,000, so no contributions were made in 1996 on their behalf. Such
supplemental pensions are not available to these executives until retirement or
termination of employment. Upon his retirement in 1996, Mr. Tilley received
all his accrued retirement benefits.
(B) As of January 1, 1997 (or upon termination of employment), the credited
years of service for retirement benefits for the individuals named in the
Summary Compensation Table were as follows: Mr. Richard, 5 years; Mr. Holland,
21 years; Mr. O'Donnell, 26 years; Mr. Schwolsky, 5 years; Mr. Tilley, 39
years; Ms. Abbott, 0 years; Mr. Skaggs, 15 years; and Mr. Harvey, 0 years.
PERFORMANCE TABLE
The following tables demonstrates a five-year comparison of cumulative total
returns for the Corporation, the S&P 500, and the S&P Natural Gas Utility
Index.
FIVE-YEAR COMPARISON OF CUMULATIVE TOTAL RETURN(A)
<TABLE>
<CAPTION>
===============================================================================
1991 1992 1993 1994 1995 1996
$ $ $ $ $ $
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Columbia Gas
100 110.87 129.11 136.23 254.34 373.09
- ------------------------------------------------------------------------------------------------------------------
S&P 500 Index
100 107.62 118.46 120.03 165.13 203.05
- ------------------------------------------------------------------------------------------------------------------
S&P Natural Gas Utility Index
100 110.47 131.15 125.12 176.97 235.18
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
(A) Assumes $100 invested on December 31, 1991 and reinvestment of dividends.
39
<PAGE> 39
STANDARD DIRECTORS' COMPENSATION
1996 Directors' Compensation for Board and Committee Meetings:
<TABLE>
<CAPTION>
===========================================================================================================
Retainer Meeting Fee Chairman's Fee
$ $ $
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Board 27,250 1,250 -
- -----------------------------------------------------------------------------------------------------------
Audit - 1,250 3,000
- -----------------------------------------------------------------------------------------------------------
Compensation - 1,250 3,000
- -----------------------------------------------------------------------------------------------------------
Executive 6,000 800 -
- -----------------------------------------------------------------------------------------------------------
Finance - 1,250 3,000
- -----------------------------------------------------------------------------------------------------------
Corporate Governance - 1,250 3,000
- -----------------------------------------------------------------------------------------------------------
</TABLE>
The nonemployee Directors are also eligible to receive nonqualified stock
options pursuant to the Corporation's Long-Term Incentive Plan (described in
the Executive Compensation Report of this report). If the corporation's Total
Shareholder Return performance, compared with its peers, is at the third
quartile, then nonemployee directors receive options for 3,000 shares of common
stock; at the fourth quartile, options for 6,000 shares. For 1996 performance,
the directors received options for 6,000 shares, granted and priced as of March
31, 1997.
No officer received any compensation for services as a Director while also
serving as an officer of the Corporation.
The Corporation offers medical coverage to nonemployee Directors and pays the
premium associated with their participation. The Corporation also reimburses
them for the cost of Medicare Part B, if applicable. In addition, nonemployee.
Directors may elect to defer compensation for distribution at a later date.
Deferred amounts will accrue interest at the prime rate and may be paid in a
lump sum or in annual installments over ten years, or may be deferred into the
Phantom Stock Plan for Outside Directors. Deferred amounts will be
automatically paid in a lump sum following certain specified changes in control
of the Corporation.
Following its approval by the stockholders at the 1996 Annual Meeting, the
Phantom Stock Plan for Outside Directors was established. All of the Directors
except two (one of whom has since retired) elected to participate in the plan
in lieu of participating in the Retirement Plan for Outside Directors.
Participating directors received phantom shares of equivalent actuarial value
under the Phantom Stock Plan for Outside Directors. The Retirement Plan for
Outside Directors is not available for nonemployee Directors assuming office
after April 1996; rather, they will participate in the Phantom Stock Plan for
Outside Directors, under which they receive 3,000 phantom shares upon being
elected to the Board. Payment of benefits will commence upon termination of
Board service or upon specified changes in control of the Corporation.
For the Directors remaining in the Retirement Plan, each nonemployee Director
with a minimum of five years' service on the Board who retires after attaining
age 65 or becoming disabled could receive annual retirement payments equal to
the amount of the annual retainer for Board service at the time of retirement.
Payments under the Retirement Plan will cease at the death of the Director
unless the Director elected an actuarial equivalent option or, if death occurs
before retirement but after eligibility is established, at the death of the
surviving spouse. In the event of certain specified changes in control of the
Corporation, a Director (regardless of years of service on the Board) could
elect a lump sum payment equal to the present value of the retainer at the time
of the election times the number of years of Board service, with a minimum of
ten years.
The director's compensation amounted to $674,394.
40
<PAGE> 40
Part III(b). SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND
MANAGEMENT
The following table sets forth the beneficial ownership of common stock by
stockholders who own greater than 5 percent of the outstanding shares as of
January 31, 1997, by Directors (including one who retired in 1997). by each of
the officers whose compensation is disclosed in the Summary Compensation Table,
and by all Directors and executive officers of the Corporation as a group.
Except as otherwise noted, the persons named in the table below have sole
voting and investment power with respect to all shares shown as beneficially
owned by them.
<TABLE>
<CAPTION>
===================================================================================================================================
(1) (2) (3) (4)
Title of Name and Address Amount and Nature of Percent
Class Beneficial Ownership (1)** of
Class
================================================================================
Shared Sole Shared Sole
Voting Voting Investment Investment Total
Power Power Power Power Owned
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5 Common Prudential Insurance 2,673,722 201,420 2,810,522 201,420 3,011,942 5.46
% Company of America
H Prudential Plaza
O Newark, NJ 07102-3777
L
D -------------------------------------------------------------------------------------------------------------------------------
E Common The Capital Group - 0 - 2,218,000 - 0 - 4,509,700 4,509,700 8.2
R Companies, Inc.
S 333 South Hope Street
Los Angeles, CA 90071
-------------------------------------------------------------------------------------------------------------------------------
Common Putnam Investment Management 34,442 -0- 3,492,217 -0- 3,492,217 6.4
One Post Office Square
Boston, MA 02109
==================================================================================================================================
Common R. F. Albosta - 0 - *
D
-------------------------------------------------------------------------------------------------------------------------------
I Common R. H. Beeby 1,000 *
-------------------------------------------------------------------------------------------------------------------------------
R Common W. K. Cadman - 0 - *
-------------------------------------------------------------------------------------------------------------------------------
E Common J. P. Heffernan 2,000 *
-------------------------------------------------------------------------------------------------------------------------------
C Common D. P. Hodel 500 *
-------------------------------------------------------------------------------------------------------------------------------
T Common M. T. Hopkins 5,519 *
-------------------------------------------------------------------------------------------------------------------------------
O Common J. B Johnston -0- *
-------------------------------------------------------------------------------------------------------------------------------
R Common M. Jozoff 1,000 *
-------------------------------------------------------------------------------------------------------------------------------
S Common W. E. Lavery 1,100 *
-------------------------------------------------------------------------------------------------------------------------------
Common G. E. Mayo 2,000 *
-------------------------------------------------------------------------------------------------------------------------------
Common D. E. Olesen 835 *
-------------------------------------------------------------------------------------------------------------------------------
Common E. G. Procope 1,175 *
-------------------------------------------------------------------------------------------------------------------------------
Common O. G. Richard III 44,705 *
-------------------------------------------------------------------------------------------------------------------------------
Common J. R. Thomas, II 1,500 *
-------------------------------------------------------------------------------------------------------------------------------
Common W. R. Wilson 6,000 *
===================================================================================================================================
O Common C. G. Abbott 2,000*** *
-------------------------------------------------------------------------------------------------------------------------------
F Common S J. Harvey 0 *
-------------------------------------------------------------------------------------------------------------------------------
F Common J. P. Holland 3,169 *
-------------------------------------------------------------------------------------------------------------------------------
I Common M. W. O'Donnell 3,951 *
-------------------------------------------------------------------------------------------------------------------------------
C Common P. M. Schwolsky 2,532 *
-------------------------------------------------------------------------------------------------------------------------------
E Common R. C. Skaggs, Jr. 2,272 *
-------------------------------------------------------------------------------------------------------------------------------
R Common C. R. Tilley 277 *
-------------------------------------------------------------------------------------------------------------------------------
S Common L. W. Wallingford 6,778 *
==================================================================================================================================
All Executive Officers &
Common Directors 81,135 *
as a Group (22 persons)****
===================================================================================================================================
</TABLE>
<PAGE> 41
* Aggregate stock ownership (including exercisable options) as a percentage
of class is less than 1%.
** Includes an allocation of shares held by the Trustee of the Employees'
Thrift Plan of Columbia Gas System. Does not include shares of common
stock covered by exercisable options. This information is shown on the
stock option table on page 34.
*** Includes 400 shares of common stock held by spouse as custodian for minor
children.
**** Includes holdings of R.C. Skaggs, Jr., even though he is not an executive
officer or director of the Corporation.
<PAGE> 42
Part III(c). Contracts and transactions.
None.
Part III(d). Indebtedness.
None.
Part III(e). Participation in bonus and profit sharing arrangement.
See Item 6 Part III(a) above.
Part III(f). Directors and officers rights to indemnity.
Provisions for indemnification of directors and officers are included in the
Certificate of Incorporation or By-Laws in accordance with applicable laws.
DIRECTORS AND OFFICERS' LIABILITY INSURANCE - Insurance is purchased for all of
the Registrant's directors and officers, plus the directors and officers of the
subsidiary companies. This insurance also indemnifies the Registrant and its
subsidiary companies against any amounts paid by them as allowed by Corporate
law or By-Laws of the Registrant to covered directors and officers. The annual
cost thereof to the Registrant and its subsidiary companies was $1,403,651.
43
<PAGE> 43
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
Part I. Expenditures for any political party, candidate for public office or
holder of such office, or any committee or agent therefor.
None.
Part II. Expenditures for any citizens group or public relations counsel.
Calendar Year 1996
<TABLE>
<CAPTION>
Name of Company and Name
or Number of Recipients
or Beneficiaries Purpose Accounts Charged Amount
- ------------------------------------------- ------- ---------------- ------
($)
<S> <C> <C> <C>
CKY
3 Recipients B Admin & General 3,370
COH
82 Various Chambers of Commerce B Admin & General 40,582
Toledo Area Chamber of Commerce B Admin & General 14,700
Ohio Chamber of Commerce B Admin & General 10,640
5 Recipients B Admin & General 2,373
CPA
Pennsylvania Economy League B Admin & General 12,000
8 Recipients B Admin & General 2,749
COS
23 Recipients B Admin & General 14,570
TCO
6 Recipients A Admin & General 13,735
CS
The Dilenschneider Group, Inc. B Admin & General 116,239
CPI
15 Recipients A Admin & General 3,947
CPC
Lycoming Chamber B Admin & General 237
</TABLE>
A - Information and Education
B - Economic Development
44
<PAGE> 44
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I. Intercompany Contracts.
Calendar Year 1996
<TABLE>
<CAPTION>
In Effect
Serving Receiving Date of On Dec. 31
Company Company Transaction Compensation* Contract (Yes or No)
- ------- --------- --------------------------- ------------- -------- -----------
<S> <C> <C> <C> <C> <C>
TCO CLG Pipeline operation, $404,046 02/16/96 Yes
maintenance and relocation
CNR TCO Operation and maintenance $692,711 2 Contracts Yes
of gathering properties 12/22/87 &
and accounting, legal, 4/19/94
lease and land rights,
geological, geophysical
and well drilling services
TCO CNR Miscellaneous administration- $473,324 12/22/87 Yes
and field services
and the use of certain
equipment and facilities
COH CS Printing Services $67,269 11/22/93 Yes
CES CNR Marketing Services $141,315 7/1/93 &
12/1/96 Yes
TCO CNS Sale of Microwave Towers $228,678 10/14/96 Yes
and related equipment
CGT CNS Sale of Microwave Towers $1,397 10/14/96 Yes
and related equipment
</TABLE>
* All services are rendered at cost.
Part II. System contracts to purchase goods or services from any affiliate
(other than a System company) or a company in which any officer or
director is a partner or owns 5% or more of any class of equity
securities.
None
45
<PAGE> 45
Part III. System contracts with others on a continuing basis for management,
supervisory, or financial advisory review.
(a) Due to the Chapter 11 Filing, the Registrant and TCO have
contracted with various firms to provide services for all
parties involved in the bankruptcy proceedings. On
November 28, 1995 the Registrant and TCO emerged from
bankruptcy after filing separate petitions for protection
under Chapter 11 of the Federal Bankruptcy Code on July 31,
1991.
The table below details the relevant firms contracted:
Calendar Year 1996
<TABLE>
<CAPTION>
Date of
Name Scope of Services Compensation Court Approval
- --------------- -------------------- ------------ --------------
<S> <C> <C> <C>
Lehman Brothers Inc. Financial Advisor and $ 1,000 1/29/92
Investment Banker to the
Official Committee of
Unsecured Creditors to TCO.
Salomon Brothers Inc. Financial Advisor and $ 304,965 10/22/91
Investment Banker to TCO.
</TABLE>
46
<PAGE> 46
(b) The Registrant's distribution companies contracted with the
Dilenschneider Group, Inc. to provide professional communications
consultant services.
<TABLE>
<CAPTION>
Name Scope of Services Compensation
----------------------- ------------------------- ------------
<S> <C> <C>
The Dilenschneider Communication Consultant $ 100,535
Group, Inc. to COH
The Dilenschneider Communication Consultant $ 14,112
Group, Inc. to CPA
The Dilenschneider Communication Consultant $ 4,810
Group, Inc. to CKY
The Dilenschneider Communication Consultant $ 1,238
Group, Inc. to CMD
The Dilenschneider Communication Consultant $ 5,728
Group, Inc. to COS
</TABLE>
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None.
47
<PAGE> 47
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<S> <C>
Financial Statements included in Form U5S:
CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries . . . . . . F-1
Tristar Ventures Corporation and Subsidiaries . . . . . . F-1A
Tristar Capital Corporation and Subsidiary . . . . . . . . F-1B
Columbia LNG Corporation and Subsidiary . . . . . . . . . F-1C
Columbia Energy Services Corporation and Subsidiary . . . F-1D
Columbia Network Services Corporation and Subsidiary . . . F-1E
SUMMARY OF CONSOLIDATING BALANCE SHEET ENTRIES AS OF
DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries . . . . . . . F-2
Tristar Ventures Corporation and Subsidiaries . . . . . . F-2A
Tristar Capital Corporation and Subsidiary . . . . . . . . F-2B
Columbia LNG Corporation and Subsidiary. . . . . . . . . . F-2C
Columbia Energy Services Corporation and Subsidiary . . . F-2D
Columbia Network Services Corporation and Subsidiary . . . F-2E
CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED
DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries . . . . . . . F-3
Tristar Ventures Corporation and Subsidiaries . . . . . . . F-3A
Tristar Capital Corporation and Subsidiary . . . . . . . . F-3B
Columbia LNG Corporation and Subsidiary . . . . . . . . . F-3C
Columbia Energy Services Corporation and Subsidiary . . . F-3D
Columbia Network Services Corporation and Subsidiary . . . F-3E
SUMMARY OF CONSOLIDATING STATEMENT OF INCOME ENTRIES FOR
THE YEAR ENDED DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries . . . . . . . F-4
Tristar Ventures Corporation and Subsidiaries . . . . . . . F-4A
Tristar Capital Corporation and Subsidiary . . . . . . . . F-4B
Columbia LNG Corporation and Subsidiary . . . . . . . . . . F-4C
Columbia Energy Services Corporation and Subsidiary . . . . F-4D
Columbia Network Services Corporation and Subsidiary . . . F-4E
CONSOLIDATING STATEMENT OF COMMON STOCK EQUITY FOR THE
YEAR ENDED DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries . . . . . . F-5
Tristar Ventures Corporation and Subsidiaries . . . . . . . F-5A
Tristar Capital Corporation and Subsidiary . . . . . . . . F-5B
Columbia LNG Corporation and Subsidiary . . . . . . . . . F-5C
Columbia Energy Services Corporation and Subsidiary . . . F-5D
Columbia Network Services Corporation and Subsidiary . . . F-5E
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries . . . . . . . F-6
</TABLE>
48
<PAGE> 48
<TABLE>
<S> <C>
Tristar Ventures Corporation and Subsidiaries . . . . F-6A
Tristar Capital Corporation and Subsidiary . . . . . F-6B
Columbia LNG Corporation and Subsidiary . . . . . . . F-6C
Columbia Energy Services Corporation and Subsidiary F-6D
Columbia Network Services Corporation and Subsidiary F-6E
</TABLE>
49
<PAGE> 49
SIGNATURE
The registrant has duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized pursuant to the
requirements of the Public Utility Holding Company Act of 1935, such company
being a registered holding company.
THE COLUMBIA GAS SYSTEM, INC.
By: /s/ J. W. Grossman
--------------------------
J. W. Grossman
Vice President and Controller
Date: April 30, 1997
50
<PAGE> 50
Item 10. Continued
Exhibits filed as a part of this Report:
A - Securities Exchange Act of 1934 Reports incorporated by
reference
B - Index to Corporate Organization & By-Laws Exhibits in
the Report filed herewith and/or filed under cover of
Form SE
C - Indentures or Contracts incorporated by reference
D - Tax Allocation Agreement for 1996 filed herewith
E - Other Documents Prescribed by Rule or Order
F - Report of Independent Public Accountants filed herewith
G - Financial Data Tables
H - Organizational Chart of Exempt Wholesale Generators or
Foreign Utility Holding Companies
I - Audited Financial Statements and Analytical Reviews
and Conclusions Regarding Exempt Wholesale Generators
or Foreign Utility Holding Companies
51
<PAGE> 51
EXHIBIT A
The financial statements listed below included in The Columbia Gas
System, Inc.'s 1996 Form 10-K filed with the Commission on March
14, 1997 (File No. 1-1098) are incorporated herein by reference.
The report of Arthur Andersen LLP, independent public accountants,
dated January 27, 1997 regarding such financial statements is
included on Exhibit F filed herewith. The Corporation's 1996
Annual Report to Shareholders is filed under cover of Form SE.
Financial Statements:
<TABLE>
<CAPTION>
Annual
Report
Page
No.
------
<S> <C>
Statement of Consolidated Income for the year ended December 31, 1996................. 42
Consolidated Balance Sheet as of December 31, 1996 .................................... 43-44
Consolidated Statement of Cash Flows for the year ended December 31, 1996.............. 45
Statement of Consolidated Common Stock Equity for the year ended December 31, 1996..... 46
Notes to Consolidated Financial Statements ............................................ 47-73
</TABLE>
1
<PAGE> 52
EXHIBIT B
Exhibit B. Index to corporate organization and by-laws exhibits filed pursuant
to the Public Utility Holding Company Act of 1935.
<TABLE>
<CAPTION>
Exhibit B Notes
-----------------------------------------
Articles of By-Laws or
Incorporation Regulations
------------- -----------
<S> <C> <C>
The Columbia Gas System, Inc. . . . . . . . . . . . . . . (1) (2)
Atlantic Energy, Inc. . . . . . . . . . . . . . . . . . . . (3) 1-B(4)
Columbia Atlantic Trading Corporation . . . . . . . . . . (5) (6)
Columbia Coal Gasification Corporation . . . . . . . . . . (7) (8)
Columbia Energy Services Corporation. . . . . . . . . . . (9) (10)
Columbia Energy Marketing Corporation . . . . . . . . . (11) (12)
Columbia Service Partners, Inc. . . . . . . . . . . . . . 1-A(13) 2-B(14)
Columbia Gas Development Corporation . . . . . . . . . . . (15) (16)
Columbia Gas of Kentucky, Inc. . . . . . . . . . . . . . . (17) (18)
Columbia Gas of Maryland, Inc. . . . . . . . . . . . . . . (19) (20)
Columbia Gas of Ohio, Inc. . . . . . . . . . . . . . . . . (21) (22)
Columbia Gas of Pennsylvania, Inc. . . . . . . . . . . . . (23) (24)
Columbia Gas System Service Corporation . . . . . . . . . (25) (26)
Columbia Gas Transmission Corporation . . . . . . . . . . . (27) 3-B(28)
Columbia Transmission Investment Corporation . . . . . . (29) (30)
Columbia Gulf Transmission Company . . . . . . . . . . . . (31) 4B(32)
Columbia Insurance Corporation, Ltd. . . . . . . . . . . . 2-A (33) 5-B(34)
Columbia LNG Corporation . . . . . . . . . . . . . . . . . (35) 6-B,7-B(36)
CLNG Corporation . . . . . . . . . . . . . . . . . . . . (37) (38)
Columbia Natural Resources, Inc. . . . . . . . . . . . . . (39) (40)
Columbia Networks Services Corporation . . . . . . . . . . 3-A (41) 8-B(42)
CNS Microwave, Inc. . . . . . . . . . . . . . . . . . . . 4-A(43) 9-B(44)
Columbia Propane Corporation . . . . . . . . . . . . . . . (45) (46)
Commonwealth Gas Services, Inc. . . . . . . . . . . . . . . (47) (48)
Commonwealth Propane, Inc. . . . . . . . . . . . . . . . . (49) (50)
Inland Gas Company, Inc., The . . . . . . . . . . . . . . (51) (52)
TriStar Capital Corporation . . . . . . . . . . . . . . . (53) (54)
TriStar Gas Technologies, Inc. . . . . . . . . . . . . . (55) (56)
TriStar Trading Inc. . . . . . . . . . . . . . . . . . . . (57) (58)
TriStar Ventures Corporation . . . . . . . . . . . . . . . (59) (60)
TriStar Pedrick General Corporation . . . . . . . . . . . (61) (62)
TriStar Pedrick Limited Corporation . . . . . . . . . . (63) (64)
TriStar Fuel Cells Corporation . . . . . . . . . . . . . (65) (66)
TriStar Binghamton General Corporation . . . . . . . . . (67) (68)
TriStar Binghamton Limited Corporation . . . . . . . . . (69) (70)
TriStar Georgetown General Corporation . . . . . . . . . (71) (72)
TriStar Georgetown Limited Corporation . . . . . . . . . (73) (74)
TriStar Vineland General Corporation . . . . . . . . . . (75) (76)
TriStar Vineland Limited Corporation . . . . . . . . . . (77) (78)
TriStar Rumford Limited Corporation . . . . . . . . . . . (79) (80)
TVC Nine Corporation . . . . . . . . . . . . . . . . . . (81) (82)
TVC Ten Corporation . . . . . . . . . . . . . . . . . . (83) (84)
</TABLE>
1
<PAGE> 53
EXHIBIT B (Continued)
NOTES:
(1) Restated Certificate of Incorporation as adopted by action
of the Board of Directors on October 19, 1988, filed as
Exhibit 1-A to Form U5S (1988); corrected copy as of July
15, 1991, filed as Exhibit 1-A to Form U5S (1991);
restated copy as of November 28, 1995, filed pursuant to
Item 14 of Form 10-K (1995).
(2) By-Laws as of May 28, 1986, filed as Exhibit 1-B to Form
U5S (1986); amendments dated May 13, 1987 and November 18,
1987, filed as Exhibit B, pages 13-15, to Form U5S (1987).
(3) Certificate of Incorporation of Atlantic Energy, Inc. as
amended through April 28, 1972, filed as Exhibit 1-A to
Form U5S (1981).
(4) By-Laws of Atlantic Energy, Inc. as amended through
January 20, 1982, filed as Exhibit 1-B to Form U5S (1981);
amendment dated April 17, 1995 file herewith as Exhibit
1-B to form U5S (1996).
(5) CAT Restated Certificate of Incorporation as filed on
February 27, 1989, filed as Exhibit 2-A to Form U5S
(1988).
(6) CAT By-Laws as amended effective February 27, 1989, filed
as Exhibit 1-B to Form U5S (1988).
(7) Certificate of Incorporation, as amended through July 2,
1991, filed as Exhibit 2-A to Form U5S (1991).
(8) By-Laws, as amended to November 6, 1970, filed as Exhibit
2-B to Form U5S (1970).
(9) Certificate of Incorporation of Columbia Energy Services
Corporation (formerly The Inland Gas Company, Inc.) dated
June 25, 1993 filed under cover of Form SE as Exhibit 1-B
to Form U5S (1993).
(10) By-Laws of Columbia Energy Services Corporation dated May
28, 1993 filed as Exhibit 2-B to Form U5S (1993).
(11) Certificate of Incorporation of Columbia Energy Marketing
Corporation dated August 3, 1995, filed as Exhibit 1-A to
Form U5S (1995).
(12) By-Laws of Columbia Energy Marketing Corporation dated
August 3, 1995, filed as Exhibit 1-B to Form U5S (1995).
(13) Certificate of Incorporation of Columbia Service Partners,
Inc. dated March 21, 1996 file herewith as Exhibit 1-A to
Form U5S (1996).
(14) By laws of Columbia Service Partners, Inc. as adopted
April 17, 1996 file herewith as Exhibit 2 -B to Form U5S
(1996).
(15) Certificate of Incorporation as amended, filed as Exhibit
2-A to Form U5S (1970). Certificate of Merger of The
Preston Oil Company into Columbia Gas Development
Corporation dated January 13, 1970, filed as Exhibit 3-A
to Form U5S (1970); amendment dated May 18, 1972, filed as
Exhibit 1-A to Form
2
<PAGE> 54
EXHIBIT B (Continued)
NOTES:
U5S (1972); amendment dated June 26, 1972, filed as
Exhibit 2-A to Form U5S (1972); amendment dated October
11, 1972, filed as Exhibit 3-A to Form U5S (1972);
amendment dated January 16, 1973, filed as Exhibit 1-A to
Form U5S (1973); amendment dated February 20, 1974, filed
as Exhibit 4-A to Form U5S (1974); amendment dated May 20,
1975, filed as Exhibit 1-A to Form U5S (1975).
Certificate of Merger of Commonwealth Energy Company into
Columbia Gas Development Corporation dated November 19,
1981, filed as Exhibit 2-A to Form U5S (1981); amendment
dated October 24, 1983, filed as Exhibit 2-A to Form U5S
(1983).
(16) By-Laws, as amended to January 13, 1970, filed as Exhibit
3-B to Form U5S (1970); amendment dated August 14, 1973,
filed as Exhibit 1-B to Form U5S (1973); amendment dated
September 13, 1983, filed as Exhibit 1-B to Form U5S
(1983); amendment dated May 16, 1986, filed as Exhibit 2-B
to Form U5S (1986); amendment dated December 1, 1988,
filed as Exhibit 2-B to Form U5S (1988).
(17) Articles of Incorporation, as amended to January 1, 1958,
filed as Exhibit 2-A to Form U5S (1957); amendment dated
December 21, 1981, filed as Exhibit 3-A to Form U5S
(1981); amendment dated November 15, 1988, filed as
Exhibit 2-A to Form U5S (1988); amendment dated March 13,
1995, filed as Exhibit 2-A to Form U5S (1995); amendment
dated February 15, 1995, filed as Exhibit 3-A to Form U5S
(1995); amendment dated January 12, 1996, filed as Exhibit
4-A to Form U5S (1995).
(18) By-Laws, as amended to September 1, 1968, filed as Exhibit
4-B to Form U5S (1968); amendment dated June 16, 1970,
filed as Exhibit 4-B to Form U5S (1970); amendment dated
September 24, 1975, filed as Exhibit 1-B to Form U5S
(1975); amendment dated May 4, 1977, filed as Exhibit 3-B
to Form U5S (1977); amendment dated May 1, 1985, filed as
Exhibit 2-B to Form U5S (1985); amendment dated December
8, 1988, filed as Exhibit 3-B to Form U5S (1988);
amendment dated June 15, 1989, filed as Exhibit 1-B to
Form U5S (1989); amendment dated January 9, 1996 filed as
Exhibit 2-B to Form U5S (1995).
(19) Certificate of Incorporation as adopted July 1, 1958,
filed as Exhibit 1-A to Form U5S (1961); amendment dated
January 17, 1980, filed as Exhibit 1-A to Form U5S (1979);
amendment dated February 15, 1995 filed as Exhibit 5A to
Form U5S (1995).
(20) By-Laws, as amended to May 2, 1972, filed as Exhibit 4-B
to Form U5S (1972); amendment dated May 1, 1985, filed as
Exhibit 3-B to Form U5S (1985); amendment dated December
8, 1988, filed as Exhibit 4-B to Form U5S (1988);
amendment dated June 15, 1989, filed as Exhibit 2-B to
Form U5S (1989); amendment dated January 9, 1996 filed as
Exhibit 3-B to Form U5S (1995).
(21) Articles of Incorporation as adopted October 6, 1961,
filed as Exhibit 1-A to Form U5S (1964); amendment dated
December 27, 1963, filed as Exhibit 2-A to Form U5S
(1964); amendment dated February 21, 1964, filed as
Exhibit 3-A to Form U5S (1964); Certificate of Merger of
Columbia Gas of Ohio, Inc. and The Ohio Valley Gas Company
effective December 31, 1974, filed as Exhibit 5-A to Form
U5S (1974); amendment dated January 8, 1982, filed as
Exhibit 2-A to Form U5S (1982); amendment dated February
16, 1995, filed as exhibit 6-A to Form U5S (1995).
(22) Regulations as adopted October 16, 1961, filed as Exhibit
2-B to Form U5S (1964); amendment dated August 19, 1968,
filed as Exhibit 5-B to Form U5S (1968); amendment dated
May 1, 1985, filed as Exhibit 5-B to Form U5S (1985);
amendment dated December 9, 1985, filed as Exhibit 6-B to
Form U5S (1985); amendment dated December 8, 1988, filed
as Exhibit 6-B to Form U5S (1988); amendment dated June
15, 1989, filed as Exhibit 4-B to Form U5S (1989);
amendment dated January 9, 1996, filed as Exhibit 4-B to
Form U5S (1995).
3
<PAGE> 55
EXHIBIT B (Continued)
NOTES:
(23) Articles of Incorporation as adopted during the year 1960,
filed as Exhibit 1-A to Form U5S (1962); amendment dated
December 21, 1981, filed as Exhibit 4-A to Form U5S
(1981); amendment dated February 15, 1995, filed as
Exhibit 7-A to Form U5S (1995).
(24) By-Laws, as amended to May 2, 1972, filed as Exhibit 6-B
to Form U5S (1972); amendment dated May 1, 1985, filed as
Exhibit 7-B to Form U5S (1985); amendment dated December
8, 1988, filed as Exhibit 7-B to Form U5S (1988);
amendment dated June 15, 1989, filed as Exhibit 5-B to
Form U5S (1989); amendment dated January 9, 1996, filed as
Exhibit 5-B to Form U5S (1995).
(25) Certificate of Incorporation, as amended through May 17,
1991, filed as Exhibit 3-A to Form U5S (1991).
(26) By-Laws, as amended February 10, 1988, filed as Exhibit
8-B to Form U5S (1988).
(27) Restated Certificate of Incorporation of Columbia Gas
Transmission Corporation dated March 3, 1982, filed as
Exhibit 3-A to Form U5S (1982); amendment dated October
22, 1984, filed as Exhibit 3-A to Form U5S (1984);
Certificate of Merger of Commonwealth Gas Pipeline Corp.
into Columbia Gas Transmission Corp. dated October 26,
1990, filed as Exhibit 1-A to Form U5S (1990).
(28) By-Laws of Columbia Gas Transmission Corporation as
amended through May 9, 1991, filed as Exhibit 1-B to Form
U5S (1991); amendment dated January 17, 1996, file
herewith as Exhibit 3-B to Form U5S (1996).
(29) Certificate of Incorporation as adopted March 18, 1992,
filed as Exhibit 4-A to Form U5S (1991).
(30) By-Laws as of March 18, 1992, filed as Exhibit 4-B to
Form U5S (1991).
(31) Certificate of Incorporation as adopted May 26, 1958,
filed as Exhibit 3-A to Form U5S (1958); amendment dated
November 10, 1981, filed as Exhibit 6-A to Form U5S
(1981); amendment dated December 23, 1994 filed as Exhibit
2-A to Form U5S (1994).
(32) By-Laws of Columbia Gulf Transmission Company as amended
through May 9, 1991, filed as Exhibit 2-B to Form U5S
(1991);amendment dated January 17, 1996, file herewith as
Exhibit 4B to Form U5S (1996).
(33) Certificate of Incorporation of Columbia Insurance
Corporation, Ltd. Dated November 1, 1996, filed herewith
as Exhibit 2-A to Form U5S (1996).
(34) By-laws of Columbia Insurance Corporation, Ltd. as adopted
November 4, 1996, file herewith as Exhibit 5-B to Form
U5S (1996).
(35) Restated Certificate of Incorporation of Columbia LNG
Corporation as amended to December 18, 1989, filed as
Exhibit 18-A to Form U5S (1989); amendments dated January
31, 1992, November 2, 1992, June 13, 1994 and April 13,
1995 filed as Exhibits 3-A-1, 3-A-2, 3-A-3 and 3-A-4,
respectively to Form U5S.
(36) By-Laws of Columbia LNG Corporation as amended through
October 10, 1990, filed as Exhibit 1-B to Form U5S (1990);
amendment dated July 27, 1992, filed as Exhibit 3-B to
Form U5S (1992); amendment dated December 21, 1994 filed
as Exhibit 1-B to Form U5S (1994); amendment dated October
17, 1995 and amendment dated June 1, 1996, filed herewith
as Exhibits 6B and 7B to Form U5S (1996).
4
<PAGE> 56
EXHIBIT B (Continued)
NOTES:
(37) Certificate of Incorporation of CLNG Corporation as
adopted January 21, 1994, filed as Exhibit 4-A to Form
U5S (1994).
(38) By-Laws of CLNG Corporation as amended through December
21, 1994 filed as Exhibit 4-B to Form U5S (1994).
(39) Certificate of Incorporation of Columbia Natural
Resources, Inc. adopted on November 21, 1984, filed as
Exhibit 4-A to Form U5S (1984).
(40) By-Laws as of November 26, 1984, filed as Exhibit 2-B to
Form U5S (1984).
(41) Certificate of Incorporation of Columbia Network Services
Corporation dated June 7, 1996, filed herewith as
Exhibit 3-A Form U5S (1996).
(42) By-Laws of Columbia Network Services Corporation as
adopted August 29, 1996, filed herewith as Exhibit 8-B
to Form U5S (1996).
(43) Certificate of Incorporation of CNS Microwave Inc., dated
October 15, 1996, filed herewith as Exhibit 4-A to Form
U5S (1996).
(44) By-Laws of CNS Microwave, Inc. as adopted October 25,
1996, filed herewith as Exhibit 9-B to Form U5S (1996).
(45) Certificate of Incorporation as adopted August 19, 1957,
filed as Exhibit 3-A to Form U5S (1959); amendment dated
December 18, 1989, filed as Exhibit 1-A to Form U5S
(1989).
(46) By-Laws, as amended to December 4, 1957, filed as Exhibit
4-B to Form U5S (1959); amendment dated May 31, 1966,
filed as Exhibit 2-B to Form U5S (1966); amendment dated
August 3, 1967, filed as Exhibit 4-B to Form U5S (1967);
amendment dated October 3, 1968, filed as Exhibit 6-B to
Form U5S (1968); amendment dated February 4, 1971, filed
as Exhibit 4-B to Form U5S (1971); amendment dated March
11, 1981, filed as Exhibit 2-B to Form U5S (1981);
amendment dated June 14, 1989, filed as Exhibit 8-B to
Form U5S (1989).
(47) Certificate of Incorporation of Commonwealth Gas Services,
Inc. as amended through December 19, 1958, and including
the Certificate of Merger dated December 18, 1979, filed
as Exhibit 8-A to Form U5S (1981); amendment dated
December 30, 1987, filed as Exhibit B, page 17, to Form
U5S (1987); amendment dated February 15, 1995, filed as
Exhibit 8-A to Form U5S (1995).
(48) By-Laws of Commonwealth Gas Services, Inc. as amended
through March 5, 1985, filed as Exhibit 9-B to Form U5S
(1985); amendment dated April 21, 1986, filed as Exhibit
6-B to Form U5S (1986); amendment dated April 20, 1987,
filed as Exhibit B, page 18, to Form U5S (1987); amendment
dated January 1, 1989, filed as Exhibit 9-B to Form U5S
(1988); amendment dated June 15, 1989, filed as Exhibit
9-B to Form U5S (1989); amendment dated May 6, 1991, filed
as Exhibit 3-B to Form U5S (1991); amendment dated
December 7, 1992, filed as Exhibit 2-B to Form U5S (1992).
(49) Certificate of Incorporation of Commonwealth Propane, Inc.
as amended through October 3, 1981, and including the
Certificate of Merger dated December 31, 1980, filed as
Exhibit 9-A to Form U5S (1981); amendments dated July 1,
1988, filed as Exhibits 5-A and 6-A to Form U5S (1988);
amendment dated January 6, 1989, filed as Exhibit 7-A to
Form U5S (1988).
5
<PAGE> 57
EXHIBIT B (Continued)
NOTES:
(50) By-Laws of Commonwealth Propane, Inc. as amended through
July 16, 1990, filed as Exhibit 2-B to Form U5S (1990).
(51) Articles of Incorporation as adopted June 3, 1960, filed
as Exhibit 3-A to Form U5S (1965).
(52) By-Laws of Inland Gas Company, Inc. as amended through May
8, 1990, filed as Exhibit 3-B to Form U5S (1990).
(53) Certificate of Incorporation of TriStar Capital
Corporation dated August 2, 1990, filed as Exhibit 2-A to
Form U5S (1990).
(54) By-Laws of TriStar Capital Corporation dated August 2,
1990, filed as Exhibit 4-B to Form U5S (1990).
(55) Certificate of Incorporation of TriStar Gas Technologies,
Inc. dated August 2, 1990, filed as Exhibit 3-A to Form
U5S (1990).
(56) By-Laws of TriStar Gas Technologies, Inc. dated August 2,
1990, filed as Exhibit 5-B to Form U5S (1990).
(57) Certificate of Incorporation of TriStar Trading Inc. dated
April 27, 1990, filed as Exhibit 4-A to Form U5S (1990).
(58) By-Laws of TriStar Trading Inc. dated April 27, 1990,
filed as Exhibit 6-B to Form U5S (1990).
(59) Restated Certificate of Incorporation of TriStar Ventures
Corporation as of July 22, 1986, filed as Exhibit 2-A to
Form U5S (1986).
(60) By-Laws as of March 22, 1984, filed as Exhibit 1-B to Form
U5S (1984); amended to change the name from Columbia Gas
Brokerage Corporation to TriStar Ventures Corporation by
the Consent to Action in Lieu of a Special Meeting of the
Board of Directors dated July 11, 1986, filed as Exhibit
10-B to Form U5S (1986).
(61) Certificate of Incorporation of TriStar CPA Corporation
dated April 29, 1988, filed as Exhibit 2-A to Form U5S
(1989); amendment changing name to TriStar Pedrick General
Corporation, dated August 2, 1989, filed as Exhibit 3-A to
Form U5S (1989).
(62) By-Laws of TriStar CPA Corporation (name later changed to
TriStar Pedrick General Corporation) dated April 29, 1988,
filed as Exhibit 14-B to Form U5S (1989).
(63) Certificate of Incorporation of TriStar Rumford
Corporation dated April 29, 1988, filed as Exhibit 4-A to
Form U5S (1989); amendment changing name to TriStar
Pedrick Limited Corporation, dated August 2, 1989, filed
as Exhibit 5-A to Form U5S (1989).
(64) By-Laws of TriStar Rumford Corporation (name later changed
to TriStar Pedrick Limited Corporation) dated April 29,
1988, filed as Exhibit 15-B to Form U5S (1989).
(65) Certificate of Incorporation of TVC One Corporation dated
December 28, 1989, filed as Exhibit 6-A to Form U5S
(1989); amendment changing name to TriStar Fuel Cells
Corporation, dated May 8, 1990, filed as Exhibit 5-A to
Form U5S (1990).
6
<PAGE> 58
EXHIBIT B (Continued)
NOTES:
(66) By-Laws of TVC One Corporation (name later changed to
TriStar Fuel Cells Corporation) dated December 28, 1989,
filed as Exhibit 16-B to Form U5S (1989).
(67) Certificate of Incorporation of TVC Two Corporation dated
December 28, 1989, filed as Exhibit 7-A to Form U5S
(1989); amendment changing name to TriStar Binghamton
General Corporation, dated May 8, 1990, filed as Exhibit
6-A to Form U5S (1990).
(68) By-Laws of TVC Two Corporation (name later changed to
TriStar Binghamton General Corporation) dated December 28,
1989, filed as Exhibit 17-B to Form U5S (1989).
(69) Certificate of Incorporation of TVC Three Corporation
dated December 28, 1989, filed as Exhibit 8-A to Form U5S
(1989); amendment changing name to TriStar Binghamton
Limited Corporation, dated May 8, 1990, filed as Exhibit
7-A to Form U5S (1990).
(70) By-Laws of TVC Three Corporation (name later changed to
TriStar Binghamton Limited Corporation) dated December 28,
1989, filed as Exhibit 18-B to Form U5S (1989).
(71) Certificate of Incorporation of TVC Four Corporation dated
December 28, 1989, filed as Exhibit 9-A to Form U5S
(1989); amendment changing name to TriStar Georgetown
General Corporation, dated May 8, 1990, filed as Exhibit
8-A to Form U5S (1990).
(72) By-Laws of TVC Four Corporation (name later changed to
TriStar Georgetown General Corporation) dated December 28,
1989, filed as Exhibit 19-B to Form U5S (1989).
(73) Certificate of Incorporation of TVC Five Corporation dated
December 28, 1989, filed as Exhibit 10-A to Form U5S
(1989); amendment changing name to TriStar Georgetown
Limited Corporation, dated May 1990, filed as Exhibit 9-A
to Form U5S (1990).
(74) By-Laws of TVC Five Corporation (name later changed to
TriStar Georgetown Limited Corporation) dated December 28,
1989, filed as Exhibit 20-B to Form U5S (1989).
(75) Certificate of Incorporation of TVC Six Corporation dated
December 28, 1989, filed as Exhibit 11-A to Form U5S
(1989); amendment changing name to TriStar Vineland
General Corporation, dated May 8, 1990, filed as Exhibit
10-A to Form U5S (1990).
(76) By-Laws of TVC Six Corporation (name later changed to
TriStar Vineland General Corporation) dated December 28,
1989, filed as Exhibit 21-B to Form U5S (1989).
(77) Certificate of Incorporation of TVC Seven Corporation
dated December 28, 1989, filed as Exhibit 12-A to Form U5S
(1989); amendment changing name to TriStar Vineland
Limited Corporation, dated May 8, 1990, filed as Exhibit
11-A to Form U5S (1990).
(78) By-Laws of TVC Seven Corporation (name later changed to
TriStar Vineland Limited Corporation) dated December 28,
1989, filed as Exhibit 22-B to Form U5S (1989).
(79) Certificate of Incorporation of TVC Eight Corporation
dated December 28, 1989, filed as Exhibit 13-A to Form U5S
(1989); amendment changing name to TriStar Rumford
Limited Corporation, dated September 26, 1990, filed as
Exhibit 12-A to Form U5S (1990).
7
<PAGE> 59
EXHIBIT B (Continued)
NOTES:
(80) By-Laws of TVC Eight Corporation (name later changed to
TriStar Rumford Limited Corporation) dated December 28,
1989, filed as Exhibit 23-B to Form U5S (1989).
(81) Certificate of Incorporation of TVC Nine Corporation dated
December 28, 1989, filed as Exhibit 14-A to Form U5S
(1989).
(82) By-Laws of TVC Nine Corporation dated December 28, 1989,
filed as Exhibit 24-B to Form U5S (1989).
(83) Certificate of Incorporation of TVC Ten Corporation dated
December 28, 1989, filed as Exhibit 15-A to Form U5S
(1989).
(84) By-Laws of TVC Ten Corporation dated December 28, 1989,
filed as Exhibit 25-B to Form U5S (1989).
8
<PAGE> 60
EXHIBIT C
(a) *Reference is made to The Columbia Gas System, Inc.'s 1996 Form
10- K, pages 78 through 80, filed with the Commission on March
14, 1997 (File No. 1-1098), for the indentures and other
fundamental documents defining the rights of security holders.
*Incorporated herein by reference.
9
<PAGE> 61
EXHIBIT D
A copy of the System Tax Allocation Agreement (Agreement) is filed
herewith as Exhibit D to Form U5S (1996).
10
<PAGE> 62
EXHIBIT E
Copies of other documents prescribed by rule or order.
The Registrant's Chart of Accounts was filed on November 24, 1975,
as Amendment No. 1 to Form U5S (1974), modified by Amendment No. 1
to Form U5S (1980), filed on July 10, 1981, and by Amendment No. 1
to Form U5S (1981), filed on September 24, 1982. No changes,
other than those required by the Federal Energy Regulatory
Commission, occurred during the year 1996.
Columbia's personnel policy of general application, permitting
retirees to secure subsidiary contingent tax liabilities relating
to Pension Restoration Plan distributions, effective as of
December 1, 1993, filed as Exhibit E to Form U5S (1993), is
incorporated herein by reference.
1
<PAGE> 63
EXHIBIT F
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE COLUMBIA GAS SYSTEM, INC.:
We have audited the accompanying consolidated balance sheet of The Columbia Gas
System, Inc. (a Delaware corporation, the "Corporation") and subsidiaries as of
December 31, 1996, and the related statements of consolidated income, cash
flows and common stock equity for the year then ended included in the 1996
Annual Report to the Shareholders and incorporated by reference herein. These
financial statements are the responsibility of the Corporation's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Corporation and
subsidiaries as of December 31, 1996, and the results of their operations and
their cash flows for the year then ended in conformity with generally accepted
accounting principles.
As discussed in Note 6B to the consolidated financial statements, effective
January 1, 1994, the Corporation changed its method of accounting for
postretirement benefits pursuant to standards promulgated by the Financial
Accounting Standards Board.
ARTHUR ANDERSEN LLP.
New York, New York
January 27, 1997
2
<PAGE> 64
EXHIBIT G
Financial Data Tables are filed herewith as Exhibit 27.
3
<PAGE> 65
EXHIBIT H
Not Applicable
4
<PAGE> 66
EXHIBIT I
Not Applicable
5
<PAGE> 67
F-1 (1 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1 F-1 F-1 F-1 Consolidating
Page 2 Page 3 Page 4 Page 5 Combined Entries
---------- ---------- ---------- ------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant,
at original cost ..................... 4,714,869 2,177,253 105,550 230 6,997,902 (3,504)
Accumulated depreciation and depletion .. (2,500,324) (794,888) (49,303) (2) (3,344,517) -
---------- ---------- ---------- ------- ----------- ----------
Net Gas Utility and Other Plant ......... 2,214,545 1,382,365 56,247 228 3,653,385 (3,504)
---------- ---------- ---------- ------- ----------- ----------
Gas and oil producing properties,
full cost method ..................... 502,820 - - - 502,820 -
Accumulated depletion ................... (144,493) - - - (144,493) (1,877)
---------- ---------- ---------- ------- ----------- ----------
Net Gas and Oil Producing Properties .... 358,327 - - - 358,327 (1,877)
---------- ---------- ---------- ------- ----------- ----------
Net Property, Plant, and Equipment ........ 2,572,872 1,382,365 56,247 228 4,011,712 (5,381)
---------- ---------- ---------- ------- ----------- ----------
Investments and Other Assets
Accounts receivable - noncurrent ........ 20,709 4,183 - - 24,892 (18,646)
Unconsolidated affiliates ............... 36,973 - 1,476 30,577 69,026 -
Assets held for sale .................... 12,116 - - - 12,116 -
Other ................................... 13,655 - 250 - 13,905 1,999
---------- ---------- ---------- ------- ----------- ----------
Total Investments and Other Assets ........ 83,453 4,183 1,726 30,577 119,939 (16,647)
---------- ---------- ---------- ------- ----------- ----------
Investments in Subsidiaries
Capital stock ........................... - 2,443,063 - - 2,443,063 (2,443,063)
Equity in undistributed earnings of
subsidiaries ........................... - (280,903) - - (280,903) 280,903
Notes receivable ........................ - 696,932 - - 696,932 (696,932)
Other investments ....................... - 643,000 - - 643,000 (643,000)
Other receivables - TCO ................. - - - - - -
---------- ---------- ---------- ------- ----------- ----------
Total Investments in Subsidiaries ......... - 3,502,092 - - 3,502,092 (3,502,092)
---------- ---------- ---------- ------- ----------- ----------
Current Assets
Cash and temporary cash investments ..... 5,340 23,691 18,953 1,765 49,749 87
Accounts receivable, net
Customers ............................. 86,089 306,742 169,395 - 562,226 -
Intercompany .......................... 135,447 367,720 37,189 18,792 559,148 (559,148)
Other ................................. 67,872 8,628 3,241 951 80,692 (45,346)
Income tax refunds ...................... - - - - - -
Gas inventory ........................... 20,055 217,783 - - 237,838 -
Other inventories, at average cost ...... 26,108 12,145 6,808 - 45,061 -
Prepayments ............................. 9,610 47,179 19,267 31 76,087 (2,305)
Regulatory assets ....................... 32,671 30,741 - - 63,412 -
Underrecovered gas costs ................ 17,763 91,607 - - 109,370 -
Prepaid property tax .................... 31,322 49,793 - - 81,115 -
Exchange gas receivable ................. 35,581 - - - 35,581 -
Other ................................... 86,709 91,557 4,167 181 182,614 (40,290)
---------- ---------- ---------- ------- ----------- ----------
Total Current Assets ...................... 554,567 1,247,586 259,020 21,720 2,082,893 (647,002)
---------- ---------- ---------- ------- ----------- ----------
Deferred Charges .......................... 10,562 15,499 25,681 594 52,336 (3,353)
Long-term regulatory assets ............... 200,720 209,411 - - 410,131 -
---------- ---------- ---------- ------- ----------- ----------
TOTAL ASSETS .............................. 3,422,174 6,361,136 342,674 53,119 10,179,103 (4,174,475)
========== ========== ========== ======= =========== ==========
<CAPTION>
Consolidated
------------
<S> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant,
at original cost ..................... 6,994,398
Accumulated depreciation and depletion .. (3,344,517)
----------
Net Gas Utility and Other Plant ......... 3,649,881
----------
Gas and oil producing properties,
full cost method ..................... 502,820
Accumulated depletion ................... (146,370)
----------
Net Gas and Oil Producing Properties .... 356,450
----------
Net Property, Plant, and Equipment ........ 4,006,331
----------
Investments and Other Assets
Accounts receivable - noncurrent ........ 6,246
Unconsolidated affiliates ............... 69,026
Assets held for sale .................... 12,116
Other ................................... 15,904
----------
Total Investments and Other Assets ........ 103,292
----------
Investments in Subsidiaries
Capital stock ........................... -
Equity in undistributed earnings of
subsidiaries ........................... -
Notes receivable ........................ -
Other investments ....................... -
Other receivables - TCO ................. -
----------
Total Investments in Subsidiaries ......... -
----------
Current Assets
Cash and temporary cash investments ..... 49,836
Accounts receivable, net
Customers ............................. 562,226
Intercompany .......................... -
Other ................................. 35,346
Income tax refunds ...................... -
Gas inventory ........................... 237,838
Other inventories, at average cost ...... 45,061
Prepayments ............................. 73,782
Regulatory assets ....................... 63,412
Underrecovered gas costs ................ 109,370
Prepaid property tax .................... 81,115
Exchange gas receivable ................. 35,581
Other ................................... 142,324
----------
Total Current Assets ...................... 1,435,891
----------
Deferred Charges .......................... 48,983
Long-term regulatory assets ............... 410,131
----------
TOTAL ASSETS .............................. 6,004,628
==========
</TABLE>
<PAGE> 68
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements included in Form U5S:
CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries............... F-1
Tristar Ventures Corporation and Subsidiaries............... F-1A
Tristar Capital Corporation and Subsidiary.................. F-1B
Columbia LNG Corporation and Subsidiary..................... F-1C
Columbia Energy Services Corporation and Subsidiary......... F-1D
Columbia Network Services Corporation and Subsidiary........ F-1E
SUMMARY OF CONSOLIDATING BALANCE SHEET ENTRIES AS OF
DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries............... F-2
Tristar Ventures Corporation and Subsidiaries............... F-2A
Tristar Capital Corporation and Subsidiary.................. F-2B
Columbia LNG Corporation and Subsidiary..................... F-2C
Columbia Energy Services Corporation and Subsidiary......... F-2D
Columbia Network Services Corporation and Subsidiary........ F-2E
CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED
DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries............... F-3
Tristar Ventures Corporation and Subsidiaries............... F-3A
Tristar Capital Corporation and Subsidiary.................. F-3B
Columbia LNG Corporation and Subsidiary..................... F-3C
Columbia Energy Services Corporation and Subsidiary......... F-3D
Columbia Network Services Corporation and Subsidiary........ F-3E
SUMMARY OF CONSOLIDATING STATEMENT OF INCOME ENTRIES FOR
THE YEAR ENDED DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries............... F-4
Tristar Ventures Corporation and Subsidiaries............... F-4A
Tristar Capital Corporation and Subsidiary.................. F-4B
Columbia LNG Corporation and Subsidiary..................... F-4C
Columbia Energy Services Corporation and Subsidiary......... F-4D
Columbia Network Services Corporation and Subsidiary........ F-4E
CONSOLIDATING STATEMENT OF COMMON STOCK EQUITY FOR THE
YEAR ENDED DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries............... F-5
Tristar Ventures Corporation and Subsidiaries............... F-5A
Tristar Capital Corporation and Subsidiary.................. F-5B
Columbia LNG Corporation and Subsidiary..................... F-5C
Columbia Energy Services Corporation and Subsidiary......... F-5D
Columbia Network Services Corporation and Subsidiary........ F-5E
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
The Columbia Gas System Inc, and Subsidiaries............... F-6
31
<PAGE> 69
Page 32
<TABLE>
<S> <C>
Tristar Ventures Corporation and Subsidiaries ............... F-6A
Tristar Capital Corporation and Subsidiary .................. F-6B
Columbia LNG Corporation and Subsidiary ..................... F-6C
Columbia Energy Services Corporation and Subsidiary ......... F-6D
Columbia Network Services Corporation and Subsidiary ........ F-6E
</TABLE>
<PAGE> 70
F-1 (2 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1 Page 2
CNR TCO CGT CLG(a) CKY Total
-------- ---------- ---------- ------ -------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant,
at original cost ....................... - 3,297,742 1,229,670 - 187,457 4,714,869
Accumulated depreciation and depletion ... - (1,399,145) (1,028,744) - (72,435) (2,500,324)
-------- ---------- ---------- ------ -------- ----------
Net Gas Utility and Other Plant .......... - 1,898,597 200,926 - 115,022 2,214,545
-------- ---------- ---------- ------ -------- ----------
Gas and oil producing properties,
full cost method ...................... 502,820 - - - - 502,820
Accumulated depletion .................... (144,493) - - - - (144,493)
-------- ---------- ---------- ------ -------- ----------
Net Gas and Oil Producing Properties ..... 358,327 - - - - 358,327
-------- ---------- ---------- ------ -------- ----------
Net Property, Plant, and Equipment ......... 358,327 1,898,597 200,926 - 115,022 2,572,872
-------- ---------- ---------- ------ -------- ----------
Investments and Other Assets
Accounts receivable - noncurrent ......... - 20,566 143 - - 20,709
Unconsolidated affiliates ................ - - 24,266 12,707 - 36,973
Assets held for sale ..................... 12,116 - - - - 12,116
Other .................................... - 13,655 - - - 13,655
-------- ---------- ---------- ------ -------- ----------
Total Investments and Other Assets ......... 12,116 34,221 24,409 12,707 - 83,453
-------- ---------- ---------- ------ -------- ----------
Investments in Subsidiaries
Capital stock ............................ - - - - - -
Equity in undistributed earnings of
subsidiaries ............................ - - - - - -
Notes receivable ......................... - - - - - -
Other investments ........................ - - - - - -
Other receivables - TCO .................. - - - - - -
-------- ---------- ---------- ------ -------- ----------
Total Investments in Subsidiaries .......... - - - - - -
-------- ---------- ---------- ------ -------- ----------
Current Assets
Cash and temporary cash investments ...... 1,183 2,839 104 336 878 5,340
Accounts receivable, net
Customers .............................. 5,250 42,016 20,733 - 18,090 86,089
Intercompany ........................... 25,461 100,903 4,659 4,233 191 135,447
Other .................................. 1,395 62,563 3,386 448 80 67,872
Income tax refunds ....................... - - - - - -
Gas inventory ............................ - - - - 20,055 20,055
Other inventories, at average cost ....... 380 19,566 5,556 - 606 26,108
Prepayments .............................. 2,135 4,784 2,448 5 238 9,610
Regulatory assets ........................ - 28,108 3,899 - 664 32,671
Underrecovered gas costs ................. - - - - 17,763 17,763
Prepaid property tax ..................... - 26,452 3,885 - 985 31,322
Exchange gas receivable .................. - 25,836 9,745 - - 35,581
Other .................................... 14,976 62,253 4,027 74 5,379 86,709
-------- ---------- ---------- ------ -------- ----------
Total Current Assets ....................... 50,780 375,320 58,442 5,096 64,929 554,567
-------- ---------- ---------- ------ -------- ----------
Deferred Charges ........................... 2,327 6,753 504 827 151 10,562
Long-term regulatory assets ................ - 181,111 11,141 - 8,468 200,720
-------- ---------- ---------- ------ -------- ----------
TOTAL ASSETS ............................... 423,550 2,496,002 295,422 18,630 188,570 3,422,174
======== ========== ========== ====== ======== ==========
</TABLE>
(a) CLG includes one subsidiary as noted in Item 1. Consolidating financial
statements of CLG are presented herewith in Item 10, Exhibits F-1C through F-6C.
<PAGE> 71
F-1 (3 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1 Page 3
COH CMD CPA COS CG Total
----------- -------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant,
at original cost ..................... 1,266,469 68,000 533,366 309,418 - 2,177,253
Accumulated depreciation and depletion .. (530,687) (26,238) (166,232) (71,731) - (794,888)
----------- -------- ----------- --------- ----------- -----------
Net Gas Utility and Other Plant ......... 735,782 41,762 367,134 237,687 - 1,382,365
----------- -------- ----------- --------- ----------- -----------
Gas and oil producing properties,
full cost method ...................... - - - - - -
Accumulated depletion ................... - - - - - -
----------- -------- ----------- --------- ----------- -----------
Net Gas and Oil Producing Properties .... - - - - - -
----------- -------- ----------- --------- ----------- -----------
Net Property, Plant, and Equipment ........ 735,782 41,762 367,134 237,687 - 1,382,365
----------- -------- ----------- --------- ----------- -----------
Investments and Other Assets
Accounts receivable - noncurrent ........ - - - - 4,183 4,183
Unconsolidated affiliates ............... - - - - - -
Assets held for sale .................... - - - - - -
Other ................................... - - - - - -
----------- -------- ----------- --------- ----------- -----------
Total Investments and Other Assets ........ - - - - 4,183 4,183
----------- -------- ----------- --------- ----------- -----------
Investments in Subsidiaries
Capital stock ........................... - - - - 2,443,063 2,443,063
Equity in undistributed earnings of
subsidiaries ........................... - - - - (280,903) (280,903)
Notes receivable ........................ - - - - 696,932 696,932
Other investments ....................... - - - - 643,000 643,000
Other receivables - TCO ................. - - - - - -
----------- -------- ----------- --------- ----------- -----------
Total Investments in Subsidiaries ......... - - - - 3,502,092 3,502,092
----------- -------- ----------- --------- ----------- -----------
Current Assets
Cash and temporary cash investments ..... 5,806 37 1,355 649 15,844 23,691
Accounts receivable, net
Customers ............................. 194,066 5,828 74,136 32,712 - 306,742
Intercompany .......................... 27,355 340 3,116 350 336,559 367,720
Other ................................. 4,683 175 2,650 375 745 8,628
Income tax refunds ...................... - - - - - -
Gas inventory ........................... 130,388 4,297 67,168 15,930 - 217,783
Other inventories, at average cost ...... 6,982 442 2,641 2,080 - 12,145
Prepayments ............................. 43,858 1,117 812 1,055 337 47,179
Regulatory assets ....................... 24,114 360 3,742 2,525 - 30,741
Underrecovered gas costs ................ 47,287 850 34,992 8,478 - 91,607
Prepaid property tax .................... 49,793 - - - - 49,793
Exchange gas receivable ................. - - - - - -
Other ................................... 57,034 1,406 9,582 1,329 22,206 91,557
----------- -------- ----------- --------- ----------- -----------
Total Current Assets ...................... 591,366 14,852 200,194 65,483 375,691 1,247,586
----------- -------- ----------- --------- ----------- -----------
Deferred Charges .......................... 12,807 123 1,088 928 553 15,499
Long-term regulatory assets ............... 124,975 3,519 70,723 10,194 - 209,411
----------- -------- ----------- --------- ----------- -----------
TOTAL ASSETS .............................. 1,464,930 60,256 639,139 314,292 3,882,519 6,361,136
=========== ======== =========== ========= =========== ===========
</TABLE>
<PAGE> 72
F-1 (4 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1 Page 4
CS CIC CES(a) CPC CPI Total
-------- ------ --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant,
at original cost ....................... 48,725 - 2,150 13,706 40,969 105,550
Accumulated depreciation and depletion ... (25,980) - (591) (5,996) (16,736) (49,303)
-------- ------ --------- -------- -------- ---------
Net Gas Utility and Other Plant .......... 22,745 - 1,559 7,710 24,233 56,247
-------- ------ --------- -------- -------- ---------
Gas and oil producing properties,
full cost method ...................... - - - - - -
Accumulated depletion .................... - - - - - -
-------- ------ --------- -------- -------- ---------
Net Gas and Oil Producing Properties ..... - - - - - -
-------- ------ --------- -------- -------- ---------
Net Property, Plant, and Equipment ......... 22,745 - 1,559 7,710 24,233 56,247
-------- ------ --------- -------- -------- ---------
Investments and Other Assets
Accounts receivable - noncurrent ......... - - - - - -
Unconsolidated affiliates ................ - - - - 1,476 1,476
Assets held for sale ..................... - - - - - -
Other .................................... - - - - 250 250
-------- ------ --------- -------- -------- ---------
Total Investments and Other Assets ......... - - - - 1,726 1,726
-------- ------ --------- -------- -------- ---------
Investments in Subsidiaries
Capital stock ............................ - - - - - -
Equity in undistributed earnings of
subsidiaries ............................ - - - - - -
Notes receivable ......................... - - - - - -
Other investments ........................ - - - - - -
Other receivables - TCO .................. - - - - - -
-------- ------ --------- -------- -------- ---------
Total Investments in Subsidiaries .......... - - - - - -
-------- ------ --------- -------- -------- ---------
Current Assets
Cash and temporary cash investments ...... 11,260 5,547 287 121 1,738 18,953
Accounts receivable, net
Customers .............................. - - 157,104 2,115 10,176 169,395
Intercompany ........................... 9,793 - 26,741 104 551 37,189
Other .................................. (138) 7 492 42 2,838 3,241
Income tax refunds ....................... - - - - - -
Gas inventory ............................ - - - - - -
Other inventories, at average cost ....... - - - 850 5,958 6,808
Prepayments .............................. 61 33 19,013 28 132 19,267
Regulatory assets ........................ - - - - - -
Underrecovered gas costs ................. - - - - - -
Prepaid property tax ..................... - - - - - -
Exchange gas receivable .................. - - - - -
Other .................................... 1,876 - 373 251 1,667 4,167
-------- ------ --------- -------- -------- ---------
Total Current Assets ....................... 22,852 5,587 204,010 3,511 23,060 259,020
-------- ------ --------- -------- -------- ---------
Deferred Charges ........................... 23,525 133 175 789 1,059 25,681
Long-term regulatory assets ................ - - - - - -
-------- ------ --------- -------- -------- ---------
TOTAL ASSETS ............................... 69,122 5,720 205,744 12,010 50,078 342,674
======== ====== ========= ======== ======== =========
</TABLE>
(a) CES includes two subsidiaries as noted in Item 1. Consolidating financial
statements of CES are presented herewith in Item 10, Exhibits F-1D through F-6D.
<PAGE> 73
F-1 (5 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1 Page 5
TVC (a) TCC (a) CAT CNS (a) Total
------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant,
at original cost ..................... - - - 230 230
Accumulated depreciation and depletion .. - - - (2) (2)
------- ------- ------- ------- --------
Net Gas Utility and Other Plant ......... - - - 228 228
------- ------- ------- ------- --------
Gas and oil producing properties,
full cost method ...................... - - - - -
Accumulated depletion ................... - - - - -
------- ------- ------- ------- --------
Net Gas and Oil Producing Properties .... - - - - -
------- ------- ------- ------- --------
Net Property, Plant, and Equipment ........ - - - 228 228
------- ------- ------- ------- --------
Investments and Other Assets
Accounts receivable - noncurrent ........ - - - - -
Unconsolidated affiliates ............... 29,100 1,477 - - 30,577
Assets held for sale .................... - - - - -
Other ................................... - - - - -
------- ------- ------- ------- --------
Total Investments and Other Assets ........ 29,100 1,477 - - 30,577
------- ------- ------- ------- --------
Investments in Subsidiaries
Capital stock ........................... - - - - -
Equity in undistributed earnings of
subsidiaries ........................... - - - - -
Notes receivable ........................ - - - - -
Other investments ....................... - - - - -
Other receivables - TCO ................. - - - - -
------- ------- ------- ------- --------
Total Investments in Subsidiaries ......... - - - - -
------- ------- ------- ------- --------
Current Assets
Cash and temporary cash investments ..... 1,371 7 45 342 1,765
Accounts receivable, net
Customers ............................. - - - - -
Intercompany .......................... 18,080 101 611 - 18,792
Other ................................. 921 - 2 28 951
Income tax refunds ...................... - - - - -
Gas inventory ........................... - - - - -
Other inventories, at average cost ...... - - - - -
Prepayments ............................. 31 - - - 31
Regulatory assets ....................... - - - - -
Underrecovered gas costs ................ - - - - -
Prepaid property tax .................... - - - - -
Exchange gas receivable ................. - - - - -
Other ................................... 151 - 2 28 181
------- ------- ------- ------- --------
Total Current Assets ...................... 20,554 108 660 398 21,720
------- ------- ------- ------- --------
Deferred Charges .......................... 567 20 3 4 594
Long-term regulatory assets ............... - - - - -
------- ------- ------- ------- --------
TOTAL ASSETS .............................. 50,221 1,605 663 630 53,119
======= ======= ======= ======= ========
</TABLE>
(a) TVC includes twelve subsidiaries and both TCC and CNS include one subsidiary
as noted in Item 1. Consolidating financial statements of TVC, TCC and CNS are
presented herewith in Item 10, Exhibits F-1A through F-6A, F-1B through F-6B and
F-1E through F-6E, respectively.
<PAGE> 74
F-1 (6 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1 F-1 F-1 F-1 Consolidating
CAPITALIZATION AND LIABILITIES Page 7 Page 8 Page 9 Page 10 Combined Entries Consolidated
---------- ---------- ------- ------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. -
common stock, $10 par value
(55,263,659 shares outstanding) .... - 552,636 - - 552,636 - 552,636
Subsidiaries - common stock .......... 459,850 264,765 23,217 16,975 764,807 (764,807) -
Additional paid in capital ........... 1,575,709 746,186 29,554 45,360 2,396,809 (1,653,592) 743,217
Retained earnings .................... (721,993) 728,224 18,746 (17,925) 7,052 252,205 259,257
Unearned employee compensation ....... - (1,459) - - (1,459) - (1,459)
---------- ---------- ------- ------- ----------- ---------- ----------
Total common stock equity .............. 1,313,566 2,290,352 71,517 44,410 3,719,845 (2,166,194) 1,553,651
---------- ---------- ------- ------- ----------- ---------- ----------
Preferred stock ........................ - - - - - - -
Long-term debt ......................... 837 2,002,923 - - 2,003,760 - 2,003,760
Installment promissory notes payable ... 792,005 587,906 30,431 - 1,410,342 (1,410,342) -
Other intercompany notes and loans ..... - - - - - - -
---------- ---------- ------- ------- ----------- ---------- ----------
Total Capitalization ..................... 2,106,408 4,881,181 101,948 44,410 7,133,947 (3,576,536) 3,557,411
---------- ---------- ------- ------- ----------- ---------- ----------
Current Liabilities
Short-term debt ........................ - 250,000 - - 250,000 - 250,000
Debt obligations ....................... 65 370 415 - 850 - 850
Accounts and drafts payable ............ 43,593 155,461 148,686 839 348,579 - 348,579
Intercompany notes and loans -
current maturities ................... 13,753 - - - 13,753 (13,753) -
Intercompany short-term loans .......... 7,143 287,927 799 - 295,869 (295,869) -
Intercompany accounts payable .......... 41,627 86,207 39,585 122 167,541 (167,541) -
Accrued taxes .......................... 87,400 99,461 1,350 1,452 189,663 (47,043) 142,620
Accrued interest ....................... 4,037 27,159 103 407 31,706 (16,862) 14,844
Estimated rate refunds ................. 95,902 18,055 - - 113,957 - 113,957
Estimated supplier obligations ......... 115,076 - - - 115,076 - 115,076
Overrecovered gas costs ................ - - - - - - -
Transportation and
exchange gas payable ................. - - - - - - -
Deferred income taxes .................. 6,219 36,788 - - 43,007 (43,007) -
Regulatory liabilities ................. 8,955 - - - 8,955 - 8,955
Other .................................. 261,330 182,753 22,710 1,140 467,933 (11,185) 456,748
---------- ---------- ------- ------- ----------- ---------- ----------
Total Current Liabilities ................ 685,100 1,144,181 213,648 3,960 2,046,889 (595,260) 1,451,629
---------- ---------- ------- ------- ----------- ---------- ----------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ............... 392,457 158,732 5,807 4,594 561,590 (3,912) 557,678
Investment tax credits ................. 3,332 33,776 - - 37,108 - 37,108
Postretirement benefits other
than pensions ........................ 64,978 91,321 15,902 111 172,312 - 172,312
Long-term regulatory liabilities ....... 23,472 21,050 - - 44,522 - 44,522
Other .................................. 146,427 30,895 5,369 44 182,735 1,233 183,968
---------- ---------- ------- ------- ----------- ---------- ----------
Total Other Liabilities and
Deferred Credits ....................... 630,666 335,774 27,078 4,749 998,267 (2,679) 995,588
---------- ---------- ------- ------- ----------- ---------- ----------
TOTAL CAPITALIZATION AND LIABILITIES ..... 3,422,174 6,361,136 342,674 53,119 10,179,103 (4,174,475) 6,004,628
========== ========== ======= ======= =========== ========== ==========
</TABLE>
<PAGE> 75
F-1 (7 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1 Page 7
CNR TCO CGT CLG(a) CKY Total
-------- ---------- ------- -------- -------- ----------
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) ....... - - - - - -
Subsidiaries - common stock .......................... 134,476 241,784 59,780 4 23,806 459,850
Additional paid in capital ........................... 141,993 1,270,289 22,669 140,584 174 1,575,709
Retained earnings .................................... (48,945) (609,704) 21,276 (124,947) 40,327 (721,993)
Unearned employee compensation ....................... - - - - - -
-------- ---------- ------- -------- -------- ----------
Total common stock equity .............................. 227,524 902,369 103,725 15,641 64,307 1,313,566
-------- ---------- ------- -------- -------- ----------
Preferred stock ........................................ - - - - - -
Long-term debt ......................................... - 587 - - 250 837
Installment promissory notes payable ................... 39,850 643,000 59,630 - 49,525 792,005
Other intercompany notes and loans ..................... - - - - - -
-------- ---------- ------- -------- -------- ----------
Total Capitalization ..................................... 267,374 1,545,956 163,355 15,641 114,082 2,106,408
-------- ---------- ------- -------- -------- ----------
Current Liabilities
Short-term debt ........................................ - - - - - -
Debt obligations ....................................... - 29 - - 36 65
Accounts and drafts payable ............................ 3,459 16,841 8,137 - 15,156 43,593
Intercompany notes and loans - current maturities ...... - - 8,784 - 4,969 13,753
Intercompany short-term loans .......................... - - - - 7,143 7,143
Intercompany accounts payable .......................... 2,377 14,654 16,446 106 8,044 41,627
Accrued taxes .......................................... 13,121 64,824 8,735 896 (176) 87,400
Accrued Interest ....................................... 1,625 1,619 89 100 604 4,037
Estimated rate refunds ................................. - 90,865 4,666 - 371 95,902
Estimated supplier obligations ......................... - 115,076 - - - 115,076
Overrecovered gas costs ................................ - - - - - -
Transportation and exchange gas payable ................ - - - - - -
Deferred income taxes .................................. - - - - 6,219 6,219
Regulatory liabilities ................................. - 7,440 1,515 - - 8,955
Other .................................................. 9,858 204,638 34,580 554 11,700 261,330
-------- ---------- ------- -------- -------- ----------
Total Current Liabilities ................................ 30,440 515,986 82,952 1,656 54,066 685,100
-------- ---------- ------- -------- -------- ----------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ............................... 118,247 230,503 40,417 - 3,290 392,457
Investment tax credits ................................. - 1,113 273 - 1,946 3,332
Postretirement benefits other than pensions ............ 6,129 47,926 4,412 1,302 5,209 64,978
Long-term regulatory liabilities ....................... - 19,211 153 - 4,108 23,472
Other .................................................. 1,360 135,307 3,860 31 5,869 146,427
-------- ---------- ------- -------- -------- ----------
Total Other Liabilities and Deferred Credits ............. 125,736 434,060 49,115 1,333 20,422 630,666
-------- ---------- ------- -------- -------- ----------
TOTAL CAPITALIZATION AND LIABILITIES ..................... 423,550 2,496,002 295,422 18,630 188,570 3,422,174
======== ========== ======= ======== ======== ==========
</TABLE>
(a) CLG includes one subsidiary as noted in Item 1. Consolidating financial
statements of CLG are presented herewith in Item 10, Exhibits F-1C through F-6C.
<PAGE> 76
F-1 (8 of 10)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-1 Page 8
COH CMD CPA COS CG Total
--------- ------- ------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) ........ - - - - 552,636 552,636
Subsidiaries - common stock ........................... 119,240 10,092 85,128 50,305 - 264,765
Additional paid in capital ............................ - - - 2,969 743,217 746,186
Retained earnings ..................................... 271,329 11,808 124,437 61,393 259,257 728,224
Unearned employee compensation ........................ - - - - (1,459) (1,459)
--------- ------- ------- -------- ---------- ----------
Total common stock equity ............................... 390,569 21,900 209,565 114,667 1,553,651 2,290,352
--------- ------- ------- -------- ---------- ----------
Preferred stock ......................................... - - - - - -
Long-term debt .......................................... 1,107 57 428 1,275 2,000,056 2,002,923
Installment promissory notes payable .................... 319,959 17,819 148,451 101,677 - 587,906
Other intercompany notes and loans ...................... - - - - - -
--------- ------- ------- -------- ---------- ----------
Total Capitalization ...................................... 711,635 39,776 358,444 217,619 3,553,707 4,881,181
--------- ------- ------- -------- ---------- ----------
Current Liabilities
Short-term debt ......................................... - - - - 250,000 250,000
Debt obligations ........................................ 80 15 30 245 - 370
Accounts and drafts payable ............................. 95,037 3,080 38,905 16,414 2,025 155,461
Intercompany notes and loans - current maturities ....... - - - - - -
Intercompany short-term loans ........................... 204,837 2,651 52,656 27,783 - 287,927
Intercompany accounts payable ........................... 46,492 4,464 25,549 8,972 730 86,207
Accrued taxes ........................................... 73,161 (909) 7,228 (2,086) 22,067 99,461
Accrued Interest ........................................ 2,446 11 1,055 248 23,399 27,159
Estimated rate refunds .................................. 12,781 380 4,276 618 - 18,055
Estimated supplier obligations .......................... - - - - - -
Overrecovered gas costs ................................. - - - - - -
Transportation and exchange gas payable ................. - - - - - -
Deferred income taxes ................................... 23,475 - 8,723 4,590 - 36,788
Regulatory liabilities .................................. - - - - - -
Other ................................................... 116,187 3,345 36,195 11,861 15,165 182,753
--------- ------- ------- -------- ---------- ----------
Total Current Liabilities ................................. 574,496 13,037 174,617 68,645 313,386 1,144,181
--------- ------- ------- -------- ---------- ----------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ................................ 74,469 2,159 64,623 14,167 3,314 158,732
Investment tax credits .................................. 20,005 1,060 9,747 2,964 - 33,776
Postretirement benefits other than pensions ............. 58,143 1,783 19,201 4,063 8,131 91,321
Long-term regulatory liabilities ........................ 10,772 1,825 6,913 1,540 - 21,050
Other ................................................... 15,410 616 5,594 5,294 3,981 30,895
--------- ------- ------- -------- ---------- ----------
Total Other Liabilities and Deferred Credits .............. 178,799 7,443 106,078 28,028 15,426 335,774
--------- ------- ------- -------- ---------- ----------
TOTAL CAPITALIZATION AND LIABILITIES ...................... 1,464,930 60,256 639,139 314,292 3,882,519 6,361,136
========= ======= ======= ======== ========== ==========
</TABLE>
<PAGE> 77
F-1 (9 of 10)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-1 Page 9
CS CIC CES(a) CPC CPI Total
-------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) ............. - - - - - -
Subsidiaries - common stock ................................ 13,000 120 4,197 3,900 2,000 23,217
Additional paid in capital ................................. - 880 26,336 1,940 398 29,554
Retained earnings .......................................... 173 89 10,794 (1,356) 9,046 18,746
Unearned employee compensation ............................. - - - - - -
-------- -------- -------- -------- -------- --------
Total common stock equity .................................... 13,173 1,089 41,327 4,484 11,444 71,517
-------- -------- -------- -------- -------- --------
Preferred stock .............................................. - - - - - -
Long-term debt ............................................... - - - - - -
Installment promissory notes payable ......................... 16,043 - - 2,008 12,380 30,431
Other intercompany notes and loans ........................... - - - - - -
-------- -------- -------- -------- -------- --------
Total Capitalization ........................................... 29,216 1,089 41,327 6,492 23,824 101,948
-------- -------- -------- -------- -------- --------
Current Liabilities
Short-term debt .............................................. - - - - - -
Debt obligations ............................................. - - - - 415 415
Accounts and drafts payable .................................. 11,395 23 124,859 680 11,729 148,686
Intercompany notes and loans - current maturities ............ - - - - - -
Intercompany short-term loans ................................ - - - 774 25 799
Intercompany accounts payable ................................ 4,157 6 34,500 341 581 39,585
Accrued taxes ................................................ 41 181 985 419 (276) 1,350
Accrued interest ............................................. 69 - 8 26 - 103
Estimated rate refunds ....................................... - - - - - -
Estimated supplier obligations ............................... - - - - - -
Overrecovered gas costs ...................................... - - - - - -
Transportation and exchange gas payable ...................... - - - - - -
Deferred income taxes ........................................ - - - - - -
Regulatory liabilities ....................................... - - - - - -
Other ........................................................ 13,650 2,299 2,266 208 4,287 22,710
-------- -------- -------- -------- -------- --------
Total Current Liabilities ...................................... 29,312 2,509 162,618 2,448 16,761 213,648
-------- -------- -------- -------- -------- --------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ..................................... 93 - 875 1,827 3,012 5,807
Investment tax credits ....................................... - - - - - -
Postretirement benefits other than pensions .................. 8,655 - 104 1,135 6,008 15,902
Long-term regulatory liabilities ............................. - - - - - -
Other ........................................................ 1,846 2,122 820 108 473 5,369
-------- -------- -------- -------- -------- --------
Total Other Liabilities and Deferred Credits ................... 10,594 2,122 1,799 3,070 9,493 27,078
-------- -------- -------- -------- -------- --------
TOTAL CAPITALIZATION AND LIABILITIES ........................... 69,122 5,720 205,744 12,010 50,078 342,674
======== ======== ======== ======== ======== ========
</TABLE>
(a) CES includes two subsidiaries as noted in Item 1. Consolidating financial
statements of CES are presented herewith in Item 10, Exhibits F-1D through F-6D
<PAGE> 78
F-1 (10 of 10)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet as of December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-1 Page 10
TVC (a) TCC (a) CAT CNS (a) Total
-------- ------- ------- ------- -----------
<S> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) .............. - - - - -
Subsidiaries - common stock ................................. 15,293 1,000 82 600 16,975
Additional paid in capital .................................. 42,802 1,075 1,483 - 45,360
Retained earnings ........................................... (16,542) (428) (908) (47) (17,925)
Unearned employee compensation .............................. - - - - -
-------- ------- ------- ------- ---------
Total common stock equity ..................................... 41,553 1,647 657 553 44,410
-------- ------- ------- ------- ---------
Preferred stock ............................................... - - - - -
Long-term debt ................................................ - - - - -
Installment promissory notes payable .......................... - - - - -
Other intercompany notes and loans ............................ - - - - -
-------- ------- ------- ------- ---------
Total Capitalization ............................................ 41,553 1,647 657 553 44,410
-------- ------- ------- ------- ---------
Current Liabilities
Short-term debt ............................................... - - - - -
Debt obligations .............................................. - - - - -
Accounts and drafts payable ................................... 814 - - 25 839
Intercompany notes and loans - current maturities ............. - - - - -
Intercompany short-term loans ................................. - - - - -
Intercompany accounts payable ................................. 86 1 - 35 122
Accrued taxes ................................................. 1,493 (43) 1 1 1,452
Accrued interest .............................................. 402 - 5 - 407
Estimated rate refunds ........................................ - - - - -
Estimated supplier obligations ................................ - - - - -
Overrecovered gas costs ....................................... - - - - -
Transportation and exchange gas payable ....................... - - - - -
Deferred income taxes ......................................... - - - - -
Regulatory liabilities ........................................ - - - - -
Other ......................................................... 1,132 - - 8 1,140
-------- ------- ------- ------- ---------
Total Current Liabilities ....................................... 3,927 (42) 6 69 3,960
-------- ------- ------- ------- ---------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ...................................... 4,594 - - - 4,594
Investment tax credits ........................................ - - - - -
Postretirement benefits other than pensions ................... 111 - - - 111
Long-term regulatory liabilities .............................. - - - - -
Other ......................................................... 36 - - 8 44
-------- ------- ------- ------- ---------
Total Other Liabilities and Deferred Credits .................... 4,741 - - 8 4,749
-------- ------- ------- ------- ---------
TOTAL CAPITALIZATION AND LIABILITIES ............................ 50,221 1,605 663 630 53,119
======== ======= ======= ======= =========
</TABLE>
(a) TVC includes twelve subsidiaries and both TCC and CNS include one
subsidiary as noted in Item 1. Consolidating financial statements of TVC, TCC
and CNS are presented herewith in Item 10, Exhibits F-1A through F-6A, F-1B
through F-6B and F-1E through F-6E, respectively.
<PAGE> 79
F-2 (1 of 2)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
---------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant, at original cost ...... (3,504) (3,504) - - -
Accumulated depreciation and depletion ............. - - - - -
---------- ---------- ---------- ---------- ----------
Net Gas Utility and Other Plant .................... (3,504) (3,504) - - -
---------- ---------- ---------- ---------- ----------
Gas and oil producing properties, full cost method .. - - - - -
Accumulated depletion .............................. (1,877) - - (1,877) -
---------- ---------- ---------- ---------- ----------
Net Oil and Gas Producing Properties ............... (1,877) - - (1,877) -
---------- ---------- ---------- ---------- ----------
Net Property, Plant, and Equipment ................... (5,381) (3,504) - (1,877) -
---------- ---------- ---------- ---------- ----------
Investments and Other Assets
Accounts receivable - noncurrent ................... (18,646) - - - (18,646)
Unconsolidated affiliates .......................... - - - - -
Assets held for sale ............................... - - - - -
Other .............................................. 1,999 - (61,387) - 63,386
---------- ---------- ---------- ---------- ----------
Total Investments and Other Assets ................... (16,647) - (61,387) - 44,740
---------- ---------- ---------- ---------- ----------
Investments in Subsidiaries
Capital stock ...................................... (2,443,063) - (2,443,063) - -
Equity in undistributed earnings of
subsidiaries ...................................... 280,903 - 280,903 - -
Notes receivable ................................... (696,932) (696,932) - - -
Other investments .................................. (643,000) (643,000) - - -
Other receivables - TCO ............................ - - - - -
---------- ---------- ---------- ---------- ----------
Total Investments in Subsidiaries .................... (3,502,092) (1,339,932) (2,162,160) - -
---------- ---------- ---------- ---------- ----------
Current Assets
Cash and temporary cash investments ................ 87 87 - - -
Accounts receivable, net
Customers ........................................ - - - - -
Intercompany ..................................... (559,148) (559,148) - - -
Other ............................................ (45,346) (87) - - (45,259)
Income tax refunds ................................. - - - - -
Gas inventory ...................................... - - - - -
Other inventories, at average cost ................. - - - - -
Prepayments ........................................ (2,305) (2,305) - - -
Regulatory assets .................................. - - - - -
Underrecovered gas costs ........................... - - - - -
Prepaid property tax ............................... - - - - -
Exchange gas receivable ............................ - - - - -
Other .............................................. (40,290) - - - (40,290)
---------- ---------- ---------- ---------- ----------
Total Current Assets ................................. (647,002) (561,453) - - (85,549)
---------- ---------- ---------- ---------- ----------
Deferred Charges ..................................... (3,353) 1,319 4,220 - (8,892)
Long-term Regulatory Assets .......................... - - - - -
---------- ---------- ---------- ---------- ----------
TOTAL ASSETS ......................................... (4,174,475) (1,903,570) (2,219,327) (1,877) (49,701)
========== ========== ========== ========== ==========
</TABLE>
<PAGE> 80
F-2 (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Balance Sheet Entries as of December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
---------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. -- common stock,
$10 par value (55,263,659 shares outstanding)....... -- -- -- -- --
Subsidiaries -- common stock.......................... (764,807) -- (764,807) -- --
Additional paid in capital............................ (1,653,592) -- (1,653,592) -- --
Retained earnings..................................... 252,205 (3,171) 198,220 (1,220) 58,376
Unearned employee compensation........................ -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total common stock equity................................. (2,166,154) (3,171) (2,220,179) (1,220) 58,376
---------- ---------- ---------- ---------- ----------
Preferred stock........................................... -- -- -- -- --
Long-term debt............................................ -- -- -- -- --
Installment promissory notes payable...................... (1,410,342) (1,410,342) -- -- --
Other intercompany notes and loans........................ -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Total Capitalization...................................... (3,576,536) (1,413,513) (2,220,179) (1,220) 58,376
---------- ---------- ---------- ---------- ----------
Current Liabilities
Short-term debt......................................... -- -- -- -- --
Debt obligations........................................ -- -- -- -- --
Accounts and drafts payable............................. -- -- -- -- --
Intercompany notes and loans -- current maturities...... (13,753) (13,753) -- -- --
Intercompany short-term loans........................... (295,869) (295,869) -- -- --
Intercompany accounts payable........................... (167,541) (167,541) -- -- --
Accrued taxes........................................... (47,043) -- -- -- (47,043)
Accrued interest........................................ (16,862) -- -- -- (16,862)
Estimated rate refunds.................................. -- -- -- -- --
Estimated supplier obligations.......................... -- -- -- -- --
Overrecovered gas costs................................. -- -- -- -- --
Transportation and exchange gas payable................. -- -- -- -- --
Deferred income taxes................................... (43,007) (1,709) (381) -- (10,917)
Regulatory liabilities.................................. -- -- -- -- --
Other................................................... (11,185) (11,185) -- -- --
---------- ---------- ---------- ---------- ----------
Total Current Liabilities................................. (595,260) (490,057) (381) -- (134,822)
---------- ---------- ---------- ---------- ----------
Other Liabilities and Deferred Credits
Income taxes, noncurrent................................ (3,912) -- -- (657) (3,255)
Investment tax credits.................................. -- -- -- -- --
Postretirement benefits other than pensions............. -- -- -- -- --
Long-term regulatory liabilities........................ -- -- -- -- --
Other................................................... 1,233 -- 1,233 -- --
---------- ---------- ---------- ---------- ----------
Total Other Liabilities and Deferred Credits.............. (2,679) -- 1,233 (657) (3,255)
---------- ---------- ---------- ---------- ----------
TOTAL CAPITALIZATION AND LIABILITIES...................... (4,174,475) (1,903,579) (2,219,327) (1,877) (49,701)
========== ========== ========== ========== ==========
</TABLE>
<PAGE> 81
F-3 (1 of 5)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
F-3 F-3 F-3 F-3 dating Consoli-
Page 2 Page 3 Page 4 Page 5 Combined Entries dated
---------- ---------- -------- ------ ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .............................. 226,505 1,874,706 727,797 - 2,829,008 (149,569) 2,679,439
Transportation ......................... 636,100 112,329 - - 748,429 (257,108) 491,321
Storage ................................ 159,563 - - - 159,563 (94,332) 65,231
Other .................................. 30,342 3,586 168,514 7,422 209,864 (91,840) 118,024
---------- ---------- -------- ------ ---------- -------- ----------
Total Operating Revenues ................. 1,052,510 1,990,621 896,311 7,422 3,946,864 (592,849) 3,354,015
---------- ---------- -------- ------ ---------- -------- ----------
Operating Expenses
Products purchased ..................... 80,576 1,145,274 759,875 - 1,985,725 (504,578) 1,481,147
Operation .............................. 439,572 401,265 108,174 5,513 954,524 (99,998) 854,526
Maintenance ............................ 69,495 38,174 3,692 - 111,361 - 111,361
Depreciation and depletion ............. 136,441 67,529 8,757 43 212,770 2,410 215,180
Other taxes ............................ 66,927 141,371 5,092 186 213,576 - 213,576
---------- ---------- -------- ------ ---------- -------- ----------
Total Operating Expenses ................. 793,011 1,793,613 885,590 5,742 3,477,956 (602,166) 2,875,790
---------- ---------- -------- ------ ---------- -------- ----------
Operating Income (Loss) .................. 259,499 197,008 10,721 1,680 468,908 9,317 478,225
---------- ---------- -------- ------ ---------- -------- ----------
Other Income (Deductions)
Interest income and other, net ......... 18,318 372,046 8,085 1,176 399,625 (373,534) 26,091
Interest expense and related charges ... (65,739) (220,118) (2,732) (237) (288,826) 122,061 (166,765)
---------- ---------- -------- ------ ---------- -------- ----------
Total Other Income (Deductions) .......... (47,421) 151,928 5,353 939 110,799 (251,473) (140,674)
---------- ---------- -------- ------ ---------- -------- ----------
Income (Loss) before Income Taxes ........ 212,078 348,936 16,074 2,619 579,707 (242,156) 337,551
Income Taxes ............................. 68,659 37,670 6,866 1,056 114,251 1,659 115,910
---------- ---------- -------- ------ ---------- -------- ----------
Net Income (Loss) ........................ 143,419 311,266 9,208 1,563 465,456 (243,815) 221,641
========== ========== ======== ====== ========== ======== ==========
</TABLE>
<PAGE> 82
F-3 (2 of 5)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-3 Page 2
CNR TCO CGT CLG (a) CKY Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .................................... 96,530 686 - - 129,289 226,505
Transportation ............................... - 493,008 135,608 - 7,484 636,100
Storage ...................................... - 159,563 - - - 159,563
Other ........................................ 7,964 10,092 6,224 5,815 247 30,342
---------- ---------- ---------- ---------- ---------- ----------
Total Operating Revenues ....................... 104,494 663,349 141,832 5,815 137,020 1,052,510
---------- ---------- ---------- ---------- ---------- ----------
Operating Expenses
Products purchased ........................... - 4,859 - - 75,717 80,576
Operation .................................... 36,809 303,729 65,708 3,607 29,719 439,572
Maintenance .................................. 174 46,815 19,203 442 2,861 69,495
Depreciation and depletion ................... 26,945 80,845 21,767 - 6,884 136,441
Other taxes .................................. 8,644 48,490 7,644 140 2,009 66,927
---------- ---------- ---------- ---------- ---------- ----------
Total Operating Expenses ....................... 72,572 484,738 114,322 4,189 117,190 793,011
---------- ---------- ---------- ---------- ---------- ----------
Operating Income (Loss) ........................ 31,922 178,611 27,510 1,626 19,830 259,499
---------- ---------- ---------- ---------- ---------- ----------
Other Income (Deductions)
Interest income and other, net ............... 3,243 11,753 2,473 873 (24) 18,318
Interest expense and related charges ......... (4,539) (51,906) (5,024) (11) (4,259) (65,739)
---------- ---------- ---------- ---------- ---------- ----------
Total Other Income (Deductions) ................ (1,296) (40,153) (2,551) 862 (4,283) (47,421)
---------- ---------- ---------- ---------- ---------- ----------
Income (Loss) before Income Taxes .............. 30,626 138,458 24,959 2,488 15,547 212,078
Income Taxes ................................... 8,917 42,814 9,789 881 6,258 68,659
---------- ---------- ---------- ---------- ---------- ----------
Net Income (Loss) .............................. 21,709 95,644 15,170 1,607 9,289 143,419
========== ========== ========== ========== ========== ==========
</TABLE>
(a) CLG includes one subsidiary as noted in Item 1. Consolidating financial
statements of CLG are presented herewith in Item 10, Exhibits F-1C through F-6C.
<PAGE> 83
F-3 (3 of 5)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-3 Page 3
COH CMD CPA COS CG Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .................................... 1,251,682 48,288 403,314 171,422 - 1,874,706
Transportation ............................... 70,205 1,900 29,024 11,200 - 112,329
Storage ...................................... - - - - - -
Other ........................................ 1,989 65 285 1,247 - 3,586
---------- ---------- ---------- ---------- ---------- ----------
Total Operating Revenues ....................... 1,323,876 50,253 432,623 183,869 - 1,990,621
---------- ---------- ---------- ---------- ---------- ----------
Operating Expenses
Products purchased ........................... 796,560 29,831 223,629 95,254 - 1,145,274
Operation .................................... 248,785 8,967 97,206 37,315 8,992 401,265
Maintenance .................................. 20,306 1,630 9,270 6,968 - 38,174
Depreciation and depletion ................... 42,203 2,493 14,363 8,470 - 67,529
Other taxes .................................. 107,171 1,776 24,554 7,727 143 141,371
---------- ---------- ---------- ---------- ---------- ----------
Total Operating Expenses ....................... 1,215,025 44,697 369,022 155,734 9,135 1,793,613
---------- ---------- ---------- ---------- ---------- ----------
Operating Income (Loss) ........................ 108,851 5,556 63,601 28,135 (9,135) 197,008
---------- ---------- ---------- ---------- ---------- ----------
Other Income (Deductions)
Interest income and other, net ............... (1,323) 1 (135) (108) 373,611 372,046
Interest expense and related charges ......... (37,303) (1,466) (14,610) (8,560) (158,179) (220,118)
---------- ---------- ---------- ---------- ---------- ----------
Total Other Income (Deductions) ................ (38,626) (1,465) (14,745) (8,668) 215,432 151,928
---------- ---------- ---------- ---------- ---------- ----------
Income (Loss) before Income Taxes .............. 70,225 4,091 48,856 19,467 206,297 348,936
Income Taxes ................................... 24,508 1,482 20,250 6,774 (15,344) 37,670
---------- ---------- ---------- ---------- ---------- ----------
Net Income (Loss) .............................. 45,717 2,609 28,606 12,693 221,641 311,266
========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE> 84
F-3 (4 of 5)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-3 Page 4
CS CIC CES (a) CPC CPI Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales ...................... - - 727,797 - - 727,797
Transportation ................. - - - - - -
Storage ........................ - - - - - -
Other .......................... 85,015 2,299 191 13,068 67,941 168,514
---------- ---------- ---------- ---------- ---------- ----------
Total Operating Revenues ......... 85,015 2,299 727,988 13,068 67,941 896,311
---------- ---------- ---------- ---------- ---------- ----------
Operating Expenses
Products purchased ............. - - 711,535 7,545 40,795 759,875
Operation ...................... 74,072 2,175 11,205 3,065 17,657 108,174
Maintenance .................... 2,328 - - 114 1,250 3,692
Depreciation and depletion ..... 5,711 - 329 765 1,952 8,757
Other taxes .................... 3,104 - 397 286 1,305 5,092
---------- ---------- ---------- ---------- ---------- ----------
Total Operating Expenses ......... 85,215 2,175 723,466 11,775 62,959 885,590
---------- ---------- ---------- ---------- ---------- ----------
Operating Income (Loss) .......... (200) 124 4,522 1,293 4,982 10,721
---------- ---------- ---------- ---------- ---------- ----------
Other Income (Deductions)
Interest income and other, net 6,011 13 1,276 110 675 8,085
Interest expense
and related charges .......... (1,564) - (21) (225) (922) (2,732)
---------- ---------- ---------- ---------- ---------- ----------
Total Other Income (Deductions) .. 4,447 13 1,255 (115) (247) 5,353
---------- ---------- ---------- ---------- ---------- ----------
Income (Loss) before Income Taxes 4,247 137 5,777 1,178 4,735 16,074
Income Taxes .................... 2,222 48 2,362 486 1,748 6,866
---------- ---------- ---------- ---------- ---------- ----------
Net Income (Loss) ............... 2,025 89 3,415 692 2,987 9,208
========== ========== ========== ========== ========== ==========
</TABLE>
(a) CES includes two subsidiaries as noted in Item 1. Consolidating financial
statements of CES are presented herewith in Item 10, Exhibits F-1D through F-6D.
<PAGE> 85
F-3 (5 of 5)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-3 Page 5
TVC (a) TCC (a) CAT CNS (a) Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales ............................................. - - - - -
Transportation ........................................ - - - - -
Storage ............................................... - - - - -
Other ................................................. 7,331 - - 91 7,422
---------- ---------- ---------- ---------- ----------
Total Operating Revenues ................................ 7,331 - - 91 7,422
---------- ---------- ---------- ---------- ----------
Operating Expenses
Products purchased .................................... - - - - -
Operation ............................................. 5,272 17 65 159 5,513
Maintenance ........................................... - - - - -
Depreciation and depletion ............................ 40 - - 3 43
Other taxes ........................................... 182 - - 4 186
---------- ---------- ---------- ---------- ----------
Total Operating Expenses ................................ 5,494 17 65 166 5,742
---------- ---------- ---------- ---------- ----------
Operating Income (Loss) ................................. 1,837 (17) (65) (75) 1,680
---------- ---------- ---------- ---------- ----------
Other Income (Deductions)
Interest income and other, net ........................ 1,230 (91) 37 - 1,176
Interest expense and related charges .................. (235) - (2) - (237)
---------- ---------- ---------- ---------- ----------
Total Other Income (Deductions) ......................... 995 (91) 35 - 939
---------- ---------- ---------- ---------- ----------
Income (Loss) before Income Taxes ....................... 2,832 (108) (30) (75) 2,619
Income Taxes ............................................ 1,132 (38) (10) (28) 1,056
---------- ---------- ---------- ---------- ----------
Net Income (Loss) ....................................... 1,700 (70) (20) (47) 1,563
========== ========== ========== ========== ==========
</TABLE>
(a) TVC includes twelve subsidiaries and both TCC and CNS include one subsidiary
as noted in Item 1. Consolidating financial statements of TVC, TCC and CNS are
presented herewith in Item 10, Exhibits F-1A through F-6A, F-1B through F-6B and
F-1E through F-6E, respectively.
<PAGE> 86
F-4 (1 of 1)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Income Entries
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales ............................................. (149,569) (149,569) - - -
Transportation ........................................ (257,108) (257,108) - - -
Storage ............................................... (94,332) (94,332) - - -
Other ................................................. (91,840) (96,120) - - 4,280
----------- ----------- ----------- ----------- -----------
Total Operating Revenues ................................ (592,849) (597,129) - - 4,280
----------- ----------- ----------- ----------- -----------
Operating Expenses
Products purchased .................................... (504,578) (504,578) - - -
Operation ............................................. (99,998) (92,635) - - (7,363)
Maintenance ........................................... - - - - -
Depreciation and depletion ............................ 2,410 - 533 1,877 -
Other taxes ........................................... - - - - -
----------- ----------- ----------- ----------- -----------
Total Operating Expenses ................................ (602,166) (597,213) 533 1,877 (7,363)
----------- ----------- ----------- ----------- -----------
Operating Income (Loss) ................................. 9,317 84 (533) (1,877) 11,643
----------- ----------- ----------- ----------- -----------
Other Income (Deductions)
Interest income and other, net ........................ (373,534) (122,061) (245,622) - (5,851)
Interest expense and related charges .................. 122,061 122,061 - - -
----------- ----------- ----------- ----------- -----------
Total Other Income (Deductions) ......................... (251,473) - (245,622) - (5,851)
----------- ----------- ----------- ----------- -----------
Income (Loss) before Income Taxes ....................... (242,156) 84 (246,155) (1,877) 5,792
Income Taxes ............................................ 1,659 29 (187) (657) 2,474
----------- ----------- ----------- ----------- -----------
Net Income (Loss) ....................................... (243,815) 55 (245,968) (1,220) 3,318
=========== =========== =========== =========== ===========
</TABLE>
<PAGE> 87
F-5 (1 of 5)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
F-5 F-5 F-5 F-5 Consolidating
Page 2 Page 3 Page 4 Page 5 Combined Entries Consolidated
---------- ---------- ---------- ---------- ---------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year ... 451,850 751,467 23,097 16,975 1,243,389 (737,187) 506,202
Common stock issued -
Subsidiaries ................ 8,000 19,500 120 - 27,620 (27,620) -
Dividend reinvestment plan .. - - - - - - -
Long-term incentive plan .... - 3,096 - - 3,096 - 3,096
Public offering ............. - 43,338 - - 43,338 - 43,338
Recapitalization -
Reduction in par value ...... - - - - - - -
---------- ---------- ---------- ---------- ---------- ----------- -----------
Balance at end of year ......... 459,850 817,401 23,217 16,975 1,317,443 (764,807) 552,636
---------- ---------- ---------- ---------- ---------- ----------- -----------
Additional Paid in Capital
Balance at beginning of year ... 1,431,625 598,755 26,734 43,877 2,100,991 (1,504,130) 596,861
Common stock issued -
Subsidiaries ................ - - 880 - 880 (880) -
Dividend reinvestment plan .. - - - - - - -
Long-term incentive plan .... - 9,927 - - 9,927 - 9,927
Public offering ............. - 137,504 - - 137,504 - 137,504
Other ....................... - - - - - - -
Recapitalization -
Debt issuance ............... - - - - - - -
Dividends paid .............. - - - - - - -
Capital contributions ....... 144,084 - 1,940 1,483 147,507 (148,582) -
Reduction in par value ...... - - - - - - -
---------- ---------- ---------- ---------- ---------- ----------- -----------
Balance at end of year ......... 1,575,709 746,186 29,554 45,360 2,396,809 (1,653,592) 743,217
---------- ---------- ---------- ---------- ---------- ----------- -----------
Retained Earnings
Balance at beginning of year ... (777,565) 488,391 12,912 (19,488) (295,750) 365,578 69,828
Net income .................... 143,419 311,266 9,208 1,563 465,456 (243,815) 221,641
Common stock dividends -
CG .......................... - 32,212 - - 32,212 - 32,212
Subsidiaries (to CG) ........ 87,847 39,221 3,374 - 130,442 (130,442) -
Other ......................... - - - - - - -
---------- ---------- ---------- ---------- ---------- ----------- -----------
Balance at end of year ......... (721,993) 728,224 18,746 (17,925) 7,052 252,205 259,257
---------- ---------- ---------- ---------- ---------- ----------- -----------
Reacquired Capital Stock ........ - - - - - - -
Unearned Employee Compensation
Balance at beginning of year ... - - - - - - -
Adjustment .................... - (1,459) - - (1,459) - (1,459)
---------- ---------- ---------- ---------- ---------- ----------- -----------
Balance at end of year ......... - - - - - - -
---------- ---------- ---------- ---------- ---------- ----------- -----------
TOTAL COMMON STOCK EQUITY ....... 1,313,566 2,290,352 71,517 44,410 3,719,845 (2,166,194) 1,553,651
========== ========== ========== ========== ========== =========== ===========
</TABLE>
<PAGE> 88
F-5 (2 of 5)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-5 Page 2
CNR TCO CGT CLG (a) CKY Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year .............. 134,476 241,784 59,780 4 15,806 451,850
Common stock issued -
Subsidiaries ........................... - - - - 8,000 8,000
Dividend reinvestment plan ............. - - - - - -
Long-term incentive plan ............... - - - - - -
Public offering ........................ - - - - - -
Recapitalization -
Reduction in par value ................. - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year .................... 134,476 241,784 59,780 4 23,806 459,850
---------- ---------- ---------- ---------- ---------- ----------
Additional Paid in Capital
Balance at beginning of year .............. - 1,270,289 22,669 138,493 174 1,431,625
Common stock issued -
Subsidiaries ........................... - - - - - -
Dividend reinvestment plan ............. - - - - - -
Long-term incentive plan ............... - - - - - -
Public offering ........................ - - - - - -
Other .................................. - - - - - -
Recapitalization -
Debt issuance .......................... - - - - - -
Dividends paid ......................... - - - - - -
Capital contributions .................. 141,993 - - 2,091 - 144,084
Reduction in par value ................. - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year .................... 141,993 1,270,289 22,669 140,584 174 1,575,709
---------- ---------- ---------- ---------- ---------- ----------
Retained Earnings
Balance at beginning of year .............. (49,681) (658,926) 19,556 (126,554) 38,040 (777,565)
Net income ............................... 21,709 95,644 15,170 1,607 9,289 143,419
Cash dividends -
CG ..................................... - - - - - -
Subsidiaries (to CG) ................... 20,973 46,422 13,450 - 7,002 87,847
Other .................................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year .................... (48,945) (609,704) 21,276 (124,947) 40,327 (721,993)
---------- ---------- ---------- ---------- ---------- ----------
Reacquired Capital Stock ................... - - - - - -
Unearned Employee Compensation
Balance at beginning of year .............. - - - - - -
Adjustment ............................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year .................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL COMMON STOCK EQUITY .................. 227,524 902,369 103,725 15,641 64,307 1,313,566
========== ========== ========== ========== ========== ==========
</TABLE>
(a) CLG includes one subsidiary as noted in Item 1. Consolidating financial
statements of CLG are presented herewith in Item 10, Exhibits F-1C through F-6C.
<PAGE> 89
F-5 (3 of 5)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-5 Page 3
CMD CPA COS COH CG Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year ................ 7,092 68,628 50,305 119,240 506,202 751,467
Common stock issued -
Subsidiaries ............................. 3,000 16,500 - - - 19,500
Dividend reinvestment plan ............... - - - - - -
Long-term incentive plan ................. - - - - 3,096 3,096
Public offering .......................... - - - - 43,338 43,338
Recapitalization -
Reduction in par value ................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year ...................... 10,092 85,128 50,305 119,240 552,636 817,401
---------- ---------- ---------- ---------- ---------- ----------
Additional Paid in Capital
Balance at beginning of year ................ - - 2,969 - 595,786 598,755
Common stock issued -
Subsidiaries ............................. - - - - - -
Dividend reinvestment plan ............... - - - - - -
Long-term incentive plan ................. - - - - 9,927 9,927
Public offering .......................... - - - - 137,504 137,504
Other .................................... - - - - - -
Recapitalization -
Debt issuance ............................ - - - - - -
Dividends paid ........................... - - - - - -
Capital contributions .................... - - - - - -
Reduction in par value ................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year ...................... - - 2,969 - 743,217 746,186
---------- ---------- ---------- ---------- ---------- ----------
Retained Earnings
Balance at beginning of year ................ 10,940 110,655 48,700 248,268 69,828 488,391
Net income ................................. 2,609 28,606 12,693 45,717 221,641 311,266
Common stock dividends -
CG ....................................... - - - - 32,212 32,212
Subsidiaries (to CG) ..................... 1,741 14,824 - 22,656 39,221
Other ...................................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year ...................... 11,808 124,437 61,393 271,329 259,257 728,224
---------- ---------- ---------- ---------- ---------- ----------
Reacquired Capital Stock ..................... - - - - - -
Unearned Employee Compensation
Balance at beginning of year ................ - - - - - -
Adjustment ................................. - - - - (1,459) (1,459)
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year ...................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL COMMON STOCK EQUITY .................... 21,900 209,565 114,667 390,569 1,553,651 2,290,352
========== ========== ========== ========== ========== ==========
</TABLE>
<PAGE> 90
F-5 (4 of 5)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1 Page 4
CS CIC CES (a) CPC CPI Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year 13,000 - 4,197 3,900 2,000 23,097
Common stock issued -
Subsidiaries ............. - 120 - - - 120
Dividend reinvestment plan - - - - - -
Long-term incentive plan . - - - - - -
Public offering .......... - - - - - -
Recapitalization -
Reduction in par value ... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year ...... 13,000 120 4,197 3,900 2,000 23,217
---------- ---------- ---------- ---------- ---------- ----------
Additional Paid in Capital
Balance at beginning of year - - 26,336 - 398 26,734
Common stock issued -
Subsidiaries ............. - 880 - - - 880
Dividend reinvestment plan - - - - - -
Long-term incentive plan . - - - - - -
Public offering .......... - - - - - -
Other .................... - - - - - -
Recapitalization -
Debt issuance ............ - - - - - -
Dividends paid ........... - - - - - -
Capital contributions .... - - - 1,940 - 1,940
Reduction in par value ... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year ...... - 880 26,336 1,940 398 29,554
---------- ---------- ---------- ---------- ---------- ----------
Retained Earnings
Balance at beginning of year 176 - 7,379 (2,048) 7,405 12,912
Net income ................. 2,025 89 3,415 692 2,987 9,208
Common stock dividends -
CG ....................... - - - - - -
Subsidiaries (to CG) ..... 2,028 - - - 1,346 3,374
Other ...................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year ...... 173 89 10,794 (1,356) 9,046 18,746
---------- ---------- ---------- ---------- ---------- ----------
Reacquired Capital Stock ..... - - - - - -
Unearned Employee Compensation
Balance at beginning of year - - - - - -
Adjustment ................. - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at end of year ...... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL COMMON STOCK EQUITY .... 13,173 1,089 41,327 4,484 11,444 71,517
========== ========== ========== ========== ========== ==========
</TABLE>
(a) CES includes two subsidiaries as noted in Item 1. Consolidating financial
statements of CES are presented herewith in Item 10, Exhibits F-1D through F-6D.
<PAGE> 91
F-5 (5 of 5)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-5 Page 5
TVC (a) TCC (a) CAT CNS (a) Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year ........................... 15,293 1,000 82 600 16,975
Common stock issued -
Subsidiaries ........................................ - - - - -
Dividend reinvestment plan .......................... - - - - -
Long-term incentive plan ............................ - - - - -
Public offering ..................................... - - - - -
Recapitalization -
Reduction in par value .............................. - - - - -
---------- ---------- ---------- ---------- ----------
Balance at end of year ................................. 15,293 1,000 82 600 16,975
---------- ---------- ---------- ---------- ----------
Additional Paid in Capital
Balance at beginning of year ........................... 42,802 1,075 - - 43,877
Common stock issued -
Subsidiaries ........................................ - - - - -
Dividend reinvestment plan .......................... - - - - -
Long-term incentive plan ............................ - - - - -
Public offering ..................................... - - - - -
Other ............................................... - - - - -
Recapitalization -
Debt issuance ....................................... - - - - -
Dividends paid ...................................... - - - - -
Capital contributions ............................... - 1,075 1,483 - 2,558
Reduction in par value .............................. - - - - -
---------- ---------- ---------- ---------- ----------
Balance at end of year ................................. 42,802 1,075 1,483 - 45,360
---------- ---------- ---------- ---------- ----------
Retained Earnings
Balance at beginning of year ........................... (18,242) (358) (888) - (19,488)
Net income ............................................ 1,700 (70) (20) (47) 1,563
Common stock dividends -
CG .................................................. - - - - -
Subsidiaries (to CG) ................................ - - - - -
Other ................................................. - - - - -
---------- ---------- ---------- ---------- ----------
Balance at end of year ................................. (16,542) (428) (908) (47) (17,925)
---------- ---------- ---------- ---------- ----------
Reacquired Capital Stock ................................ - - - - -
Unearned Employee Compensation
Balance at beginning of year ........................... - - - - -
Adjustment ............................................ - - - - -
---------- ---------- ---------- ---------- ----------
Balance at end of year ................................. - - - - -
---------- ---------- ---------- ---------- ----------
TOTAL COMMON STOCK EQUITY ............................... 41,553 1,647 657 553 44,410
========== ========== ========== ========== ==========
</TABLE>
(a) TCC and CNS include on subsidiary and TVC includes twelve subsidiaries as
noted in Item 1. Consolidating financial statements of TCC, CNS and TVC are
presented herewith in Item 10, Exhibits F-1B through F-6B and F-1A through F-6A,
respectively.
<PAGE> 92
F-6 (1 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
F-6 F-6 F-6 F-6 dating Consoli-
Page 2 Page 3 Page 4 Page 5 Combined Entries dated
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6 Page
6 for detail) ............................ 586,229 (119,259) 5,489 (2,166) 470,293 (7,509) 462,784
-------- -------- -------- -------- -------- -------- --------
Investment Activities
Capital expenditures ...................... (165,832) (139,424) (11,216) (230) (316,702) 293 (316,409)
Sale of partnership interest .............. 2,700 187,854 - - 190,554 - 190,554
Other investments - net ................... 1,729 - - 12,533 14,262 - 14,262
-------- -------- -------- -------- -------- -------- --------
Net Investment Activities ................... (161,403) 48,430 (11,216) 12,303 (111,886) 293 (111,593)
-------- -------- -------- -------- -------- -------- --------
Financing Activities
Dividends paid ............................ (87,847) 59,012 (3,375) - (32,210) (1) (32,211)
Issuance (retirement) of revolving
credit agreement ........................ - (88,879) - - (88,879) - (88,879)
Capital contributions ..................... - - - - - - -
Retirement of long-term debt .............. (252,534) (92,367) 2,579 - (342,322) (58,658) (400,980)
Issuance of common stock -
Issued by Registrant .................... - 250,792 - - 250,792 - 250,792
Issued by Subsidiary to Registrant ...... 8,000 (34,600) 26,000 600 - - -
Issuance of long-term debt -
Issued by Registrant .................... - - - - - - -
Issued by Subsidiary to Registrant ...... - - - - - - -
Net short-term intrasystem financing ...... (48,713) 174,749 (1,650) - 124,386 (124,386) -
Increase (decrease) in
short-term debt and other
financing activities .................... (27,215) (13,098) 2,269 - (38,044) 2 (38,042)
-------- -------- -------- -------- -------- -------- --------
Net Financing Activities .................... (408,309) 255,609 25,823 600 (126,277) (183,043) (309,320)
-------- -------- -------- -------- -------- -------- --------
Increase in cash and
temporary cash investments ............... 16,517 184,780 20,096 10,737 232,130 (190,259) 41,871
Cash and temporary cash investments at
beginning of year .......................... 46,464 47,433 9,870 9,723 113,490 (105,525) 7,965
-------- -------- -------- -------- -------- -------- --------
Cash and temporary cash investments at
end of year (a) ............................ 62,981 232,213 29,966 20,460 345,620 (295,784) 49,836
-------- -------- -------- -------- -------- -------- --------
Supplemental Disclosures of
Cash Flow Information
Cash paid for interest .................... 65,789 13,904 1,812 (716) 80,789 - 80,789
Cash paid for income taxes (net of refunds) (166,040) 59,303 11,897 1,490 (93,350) - (93,350)
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 93
F-6 (2 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-6 Page 2
CNR TCO CGT CLG (b) CKY Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6 Page
7 for detail) ................................ 31,151 541,081 30,889 (8,503) (8,389) 586,229
---------- ---------- ---------- ---------- ---------- ----------
Investment Activities
Capital expenditures ......................... (11,136) (118,516) (25,354) - (10,826) (165,832)
Sale of partnership interest ................. - - 2,700 - - 2,700
Other investments - net ...................... - - - 1,729 - 1,729
---------- ---------- ---------- ---------- ---------- ----------
Net Investment Activities ...................... (11,136) (118,516) (22,654) 1,729 (10,826) (161,403)
---------- ---------- ---------- ---------- ---------- ----------
Financing Activities
Dividends paid ............................... (20,973) (46,422) (13,450) - (7,002) (87,847)
Issuance (retirement) of
revolving credit agreement ................. - - - - - -
Capital contributions ........................ - - - - - -
Retirement of long-term debt ................. (5,909) (257,098) (1,752) - 12,225 (252,534)
Issuance of common stock -
Issued by Registrant ....................... - - - - - -
Issued by Subsidiary to Registrant ......... - - - - 8,000 8,000
Issuance of long-term debt -
Issued by Registrant ....................... - - - - - -
Issued by Subsidiary to Registrant ......... - - - - - -
Net short-term intrasystem financing ......... - (54,000) - - 5,287 (48,713)
Increase (decrease) in short-term
debt and other financing activities ......... - (26,293) (2,063) - 1,141 (27,215)
---------- ---------- ---------- ---------- ---------- ----------
Net Financing Activities ....................... (26,882) (383,813) (17,265) - 19,651 (408,309)
---------- ---------- ---------- ---------- ---------- ----------
Increase in cash and
temporary cash investments ................... (6,867) 38,752 (9,030) (6,774) 436 16,517
Cash and temporary cash investments at
beginning of year ............................. 23,429 1,006 10,266 11,321 442 46,464
---------- ---------- ---------- ---------- ---------- ----------
Cash and temporary cash investments at
end of year (a) ............................... 16,562 39,758 1,236 4,547 878 62,981
---------- ---------- ---------- ---------- ---------- ----------
Supplemental Disclosures of
Cash Flow Information
Cash paid for interest ....................... 2,918 53,523 5,831 (219) 3,736 65,789
Cash paid for income taxes (net of refunds) .. 10,614 (209,848) 30,056 396 2,742 (166,040)
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
(b) CLG includes one subsidiary as noted in Item 1. Consolidating financial
statements of CLG are presented herewith in Item 10, Exhibits F-1C through F-6C.
<PAGE> 94
F-6 (3 of 10)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-6 Page 3
COH CMD CPA COS CG Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6
Page 8 for detail) ........................... (45,039) 1,190 (23,955) (3,172) (48,283) (119,259)
---------- ---------- ---------- ---------- ---------- ----------
Investment Activities
Capital expenditures ......................... (72,634) (4,938) (26,727) (35,125) - (139,424)
Sale of partnership interest ................. - - - - 187,854 187,854
Other investments - net ...................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Net Investment Activities ...................... (72,634) (4,938) (26,727) (35,125) 187,854 48,430
---------- ---------- ---------- ---------- ---------- ----------
Financing Activities
Dividends paid ............................... (22,656) (1,741) (14,823) - 98,232 59,012
Issuance (retirement) of
revolving credit agreement .................. - - - - (88,879) (88,879)
Capital contributions ........................ - - - - - -
Retirement of long-term debt ................. 59,769 3,989 20,874 25,955 (202,954) (92,367)
Issuance of common stock -
Issued by Registrant ....................... - - - - 250,792 250,792
Issued by Subsidiary to Registrant ......... - 3,000 16,500 - (54,100) (34,600)
Issuance of long-term debt -
Issued by Registrant ....................... - - - - - -
Issued by Subsidiary to Registrant ......... - - - - - -
Net short-term intrasystem financing ......... 85,288 (2,027) 26,645 10,843 54,000 174,749
Increase (decrease) in short-term
debt and other financing activities ......... (3,104) 447 1,616 1,475 (13,532) (13,098)
---------- ---------- ---------- ---------- ---------- ----------
Net Financing Activities ....................... 119,297 3,668 50,812 38,273 43,559 255,609
---------- ---------- ---------- ---------- ---------- ----------
Increase in cash and
temporary cash investments .................... 1,624 (80) 130 (24) 183,130 184,780
Cash and temporary cash investments at
beginning of year ............................. 4,182 117 1,225 673 41,236 47,433
---------- ---------- ---------- ---------- ---------- ----------
Cash and temporary cash investments at
end of year (a) ............................... 5,806 37 1,355 649 224,366 232,213
---------- ---------- ---------- ---------- ---------- ----------
Supplemental Disclosures of
Cash Flow Information
Cash paid for interest ....................... 29,801 1,283 13,405 7,504 (38,089) 13,904
Cash paid for income taxes (net of refunds) .. 35,099 2,108 11,537 1,972 8,587 59,303
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 95
F-6 (4 of 10)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-6 Page 4
CS CIC CES (b) CPC CPI Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6 Page 9
for detail) ................................... 17,055 4,547 (23,196) 712 6,371 5,489
---------- ---------- ---------- ---------- ---------- ----------
Investment Activities
Capital expenditures .......................... (5,196) - (805) (799) (4,416) (11,216)
Sale of partnership interest .................. - - - - - -
Other investments - net ....................... - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Net Investment Activities ....................... (5,196) - (805) (799) (4,416) (11,216)
---------- ---------- ---------- ---------- ---------- ----------
Financing Activities
Dividends paid ................................ (2,029) - - - (1,346) (3,375)
Issuance (retirement) of
revolving credit agreement ................... - - - - - -
Capital contributions ......................... - - - - - -
Retirement of long-term debt .................. (78) - (169) (434) 3,260 2,579
Issuance of common stock -
Issued by Registrant ........................ - - - - - -
Issued by Subsidiary to Registrant .......... - 1,000 25,000 - - 26,000
Issuance of long-term debt -
Issued by Registrant ........................ - - - - - -
Issued by Subsidiary to Registrant .......... - - - - - -
Net short-term intrasystem financing .......... - - - 708 (2,358) (1,650)
Increase (decrease) in short-term
debt and other financing activities .......... 1,371 - 1,406 (116) (392) 2,269
---------- ---------- ---------- ---------- ---------- ----------
Net Financing Activities ........................ (736) 1,000 26,237 158 (836) 25,823
---------- ---------- ---------- ---------- ---------- ----------
Increase in cash and
temporary cash investments ..................... 11,123 5,547 2,236 71 1,119 20,096
Cash and temporary cash investments at
beginning of year .............................. 7,377 - 1,824 50 619 9,870
---------- ---------- ---------- ---------- ---------- ----------
Cash and temporary cash investments at
end of year (a) ................................ 18,500 5,547 4,060 121 1,738 29,966
---------- ---------- ---------- ---------- ---------- ----------
Supplemental Disclosures of
Cash Flow Information
Cash paid for interest ........................ 1,485 - (767) 221 873 1,812
Cash paid for income taxes (net of refunds) ... 6,421 - 2,804 466 2,206 11,897
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
(b) CES includes two subsidiaries as noted in Item 1. Consolidating financial
statements of CES are presented herewith in Item 10, Exhibits F-1D through F-6D.
<PAGE> 96
F-6 (5 of 10)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-6 Page 5
TVC (b) TCC (b) CAT CNS (b) Total
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6
Page 10 for detail) ........................................ (2,171) 29 4 (28) (2,166)
---------- ---------- ---------- ---------- ----------
Investment Activities
Capital expenditures ....................................... - - - (230) (230)
Sale of partnership interest ............................... - - - - -
Other investments - net .................................... 12,533 - - - 12,533
---------- ---------- ---------- ---------- ----------
Net Investment Activities .................................... 12,533 - - (230) 12,303
---------- ---------- ---------- ---------- ----------
Financing Activities
Dividends paid ............................................. - - - - -
Issuance (retirement) of
revolving credit agreement ................................ - - - - -
Capital contributions ...................................... - - - - -
Retirement of long-term debt ............................... - - - - -
Issuance of common stock -
Issued by Registrant ..................................... - - - - -
Issued by Subsidiary to Registrant ....................... - - - 600 600
Issuance of long-term debt -
Issued by Registrant ..................................... - - - - -
Issued by Subsidiary to Registrant ....................... - - - - -
Net short-term intrasystem financing ....................... - - - - -
Increase (decrease) in short-term
debt and other financing activities ....................... - - - - -
---------- ---------- ---------- ---------- ----------
Net Financing Activities ..................................... - - - 600 600
---------- ---------- ---------- ---------- ----------
Increase in cash and temporary cash investments .............. 10,362 29 4 342 10,737
Cash and temporary cash investments at
beginning of year ........................................... 8,995 79 649 - 9,723
---------- ---------- ---------- ---------- ----------
Cash and temporary cash investments at
end of year (a) ............................................. 19,357 108 653 342 20,460
---------- ---------- ---------- ---------- ----------
Supplemental Disclosures of Cash
Flow Information
Cash paid for interest ..................................... (680) - (36) - (716)
Cash paid for income taxes (net of refunds) ................ 1,566 (42) (34) - 1,490
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
(b) TVC includes twelve subsidiaries and both TCC and CNS include one subsidiary
as noted in Item 1. Consolidating financial statements of TVC, TCC and CNS are
presented herewith in Item 10, Exhibits F-1A through F-6A, F-1B through F-6B and
F-1E through F-6E, respectively.
<PAGE> 97
F-6 (5 of 10)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-6 Page 5
TVC (b) TCC (b) CAT CNS (b) Total
------- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6 Page 10 for detail) (2,171) 29 4 (28) (2,166)
------- ---- ---- ---- -------
Investment Activities
Capital expenditures .............................. - - - (230) (230)
Sale of partnership interest ...................... - - - - -
Other investments - net ........................... 12,533 - - - 12,533
------- ---- ---- ---- -------
Net Investment Activities ........................... 12,533 - - (230) 12,303
------- ---- ---- ---- -------
Financing Activities
Dividends paid .................................... - - - - -
Issuance (retirement) of revolving credit agreement - - - - -
Capital contributions ............................. - - - - -
Retirement of long-term debt ...................... - - - - -
Issuance of common stock -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - 600 600
Issuance of long-term debt -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - - -
Net short-term intrasystem financing .............. - - - - -
Increase (decrease) in short-term debt and other
financing activities ............................. - - - - -
------- ---- ---- ---- -------
Net Financing Activities ............................ - - - 600 600
------- ---- ---- ---- -------
Increase in cash and temporary cash investments ..... 10,362 29 4 342 10,737
Cash and temporary cash investments at
beginning of year .................................. 8,995 79 649 - 9,723
------- ---- ---- ---- -------
Cash and temporary cash investments at
end of year (a) .................................... 19,357 108 653 342 20,460
------- ---- ---- ---- -------
Supplemental Disclosures of Cash Flow Information
Cash paid for interest ............................ (680) - (36) - (716)
Cash paid for income taxes (net of refunds) ....... 1,566 (42) (34) - 1,490
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet. (b) TVC
includes twelve subsidiaries and both TCC and CNS include one subsidiary as
noted in Item 1. Consolidating financial statements of TVC, TCC and CNS are
presented herewith in Item 10, Exhibits F-1A through F-6A, F-1B through F-6B and
F-1E through F-6E, respectively.
<PAGE> 98
F-6 (6 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
F-6 F-6 F-6 F-6 dating Consoli-
Page 7 Page 8 Page 9 Page 10 Combined Entries dated
-------- -------- -------- ------ -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ 143,419 311,266 11,654 1,563 467,902 (246,261) 221,641
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - (238,027) - - (238,027) 238,027 -
Depreciation and depletion ..................... 136,441 67,529 8,757 3 212,730 2,410 215,140
Deferred income taxes .......................... 29,126 48,282 631 193 78,232 (175) 78,057
Reapplication of SFAS 71 ....................... - - - - - - -
Other - net ...................................... 12,544 (12,771) (3,471) (3,897) (7,595) (3,116) (10,711)
Changes in Components of working capital:
Accounts receivable ............................ 287,875 (36,423) (143,229) (479) 107,744 (171,993) (64,249)
Income tax refunds receivable .................. - - - - - 271,532 271,532
Gas inventory .................................. (6,299) (59,274) - - (65,573) - (65,573)
Prepayments .................................... (1,872) (774) (15,991) - (18,637) 2,299 (16,338)
Accounts payable ............................... 3,186 (61,507) 144,468 408 86,555 74,201 160,756
Accrued taxes .................................. (19,747) 28,027 (3,391) (719) 4,170 (89,676) (85,506)
Accrued interest ............................... 506 1,016 32 127 1,681 (73,135) (71,454)
Estimated rate refunds ......................... 55,204 (37,395) - - 17,809 - 17,809
Estimated supplier obligations ................. (63,241) - - - (63,241) - (63,241)
Under/Overrecovered gas costs .................. (18,740) (127,539) - - (146,279) - (146,279)
Exchange gas payable ........................... 35,969 20,260 - - 56,229 (9,323) 46,906
Other working capital .......................... (8,142) (21,929) 6,029 635 (23,407) (2,299) (25,706)
-------- -------- -------- ------ -------- -------- --------
Net Cash From Operations ........................... 586,229 (119,259) 5,489 (2,166) 470,293 (7,509) 462,784
======== ======== ======== ====== ======== ======== ========
</TABLE>
<PAGE> 99
F-6 (7 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-6 Page 7
CNR TCO CGT CLG (a) CKY Total
------- -------- ------- ------ ------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income ....................................... 21,709 95,644 15,170 1,607 9,289 143,419
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - - - - -
Depreciation and depletion ..................... 26,945 80,845 21,767 - 6,884 136,441
Deferred income taxes .......................... (6,726) 24,276 1,937 (259) 9,898 29,126
Reapplication of SFAS 71 ....................... - - - - - -
Other - net ...................................... (654) 17,644 (764) (2,083) (1,599) 12,544
Changes in Components of working capital:
Accounts receivable ............................ (4,434) 306,748 (10,023) 148 (4,564) 287,875
Gas inventory .................................. - - - - (6,299) (6,299)
Prepayments .................................... (577) (1,270) (46) 3 18 (1,872)
Accounts payable ............................... 543 (9,013) 4,298 (123) 7,481 3,186
Accrued taxes .................................. 5,398 (3,883) (16,397) 661 (5,526) (19,747)
Accrued interest ............................... 860 (266) (295) 33 174 506
Estimated rate refunds ......................... - 59,034 460 - (4,290) 55,204
Estimated supplier obligations ................. - (63,241) - - - (63,241)
Under/Overrecovered gas costs .................. - - - - (18,740) (18,740)
Exchange gas payable ........................... - 29,156 5,403 - 1,410 35,969
Other working capital .......................... (11,913) 5,407 9,379 (8,490) (2,525) (8,142)
------- -------- ------- ------ ------- --------
Net Cash From Operations ........................... 31,151 541,081 30,889 (8,503) (8,389) 586,229
======= ======== ======= ====== ======= ========
</TABLE>
(a) CLG includes one subsidiary as noted in Item 1. Consolidating financial
statements of CLG are presented herewith in Item 10, Exhibits F-1C through F-6C.
<PAGE> 100
F-6 (8 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-6 Page 8
COH CMD CPA COS CG Total
------- ------ ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ 45,717 2,609 28,606 12,693 221,641 311,266
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - - - (238,027) (238,027)
Depreciation and depletion ..................... 42,203 2,493 14,363 8,470 67,529
Deferred income taxes .......................... 33,477 113 25,113 9,883 (20,304) 48,282
Reapplication of SFAS 71 ....................... - - - - - -
Other - net ...................................... (18,100) 110 (4,565) (3,409) 13,193 (12,771)
Changes in Components of working capital:
Accounts receivable ............................ (46,350) (2,315) (14,955) (1,443) 28,640 (36,423)
Gas inventory .................................. (26,926) (2,159) (24,185) (6,004) - (59,274)
Prepayments .................................... (562) (80) 250 (324) (58) (774)
Accounts payable ............................... 41,000 2,865 20,890 2,915 (129,177) (61,507)
Accrued taxes .................................. (35,653) (932) (7,053) (4,333) 75,998 28,027
Accrued interest ............................... 696 1 270 3 46 1,016
Estimated rate refunds ......................... (17,258) (1,014) (13,648) (5,475) - (37,395)
Estimated supplier obligations ................. - - - - - -
Under/Overrecovered gas costs .................. (58,342) (668) (55,934) (12,595) - (127,539)
Exchange gas payable ........................... 20,556 331 3,145 (3,772) - 20,260
Other working capital .......................... (25,497) (164) 3,748 219 (235) (21,929)
------- ------ ------- ------- -------- --------
Net Cash From Operations ........................... (45,039) 1,190 (23,955) (3,172) (48,283) (119,259)
======= ====== ======= ======= ======== ========
</TABLE>
<PAGE> 101
F-6 (9 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-6 Page 9
CS CIC CES (a) CPC CPI Total
------- ------ -------- ---- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ 4,471 89 3,415 692 2,987 11,654
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - - - - -
Depreciation and depletion ..................... 5,711 - 329 765 1,952 8,757
Deferred income taxes .......................... 174 (133) (56) (83) 729 631
Reapplication of SFAS 71 ....................... - - - - - -
Other - net ...................................... (5,544) - 1,715 (278) 636 (3,471)
Changes in Components of working capital:
Accounts receivable ............................ 304 - (139,721) (304) (3,508) (143,229)
Gas inventory .................................. - - - - - -
Prepayments .................................... 272 (33) (16,405) (4) 179 (15,991)
Accounts payable ............................... 12,205 29 125,189 388 6,657 144,468
Accrued taxes .................................. (3,013) 181 581 42 (1,182) (3,391)
Accrued interest ............................... 20 - 4 8 - 32
Estimated rate refunds ......................... - - - - - -
Estimated supplier obligations ................. - - - - - -
Under/Overrecovered gas costs .................. - - - - - -
Exchange gas payable ........................... - - - - - -
Other working capital .......................... 2,455 4,414 1,753 (514) (2,079) 6,029
------- ------ -------- ---- ------ --------
Net Cash From Operations ........................... 17,055 4,547 (23,196) 712 6,371 5,489
======= ====== ======== ==== ====== ========
</TABLE>
(a) CES includes two subsidiaries as noted in Item 1. Consolidating financial
statements of CES are presented herewith in Item 10, Exhibits F-1D through F-6D.
<PAGE> 102
F-6 (10 of 10)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-6 Page 10
TVC (a) TCC (a) CAT CNS (a) Total
------ ------- --- ------- ------
<S> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ 1,700 (70) (20) (47) 1,563
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - - - -
Depreciation and depletion ..................... - - - 3 3
Deferred income taxes .......................... 181 35 5 (28) 193
Reapplication of SFAS 71 ....................... - - - - -
Other - net ...................................... (3,986) 96 (2) (5) (3,897)
Changes in Components of working capital:
Accounts receivable ............................ (455) - 4 (28) (479)
Gas inventory .................................. - - - - -
Prepayments .................................... - - - - -
Accounts payable ............................... 347 - - 61 408
Accrued taxes .................................. (705) (32) 17 1 (719)
Accrued interest ............................... 127 - - - 127
Estimated rate refunds ......................... - - - - -
Estimated supplier obligations ................. - - - - -
Under/Overrecovered gas costs .................. - - - - -
Exchange gas payable ........................... - - - - -
Other working capital .......................... 620 - - 15 635
------ --- --- --- ------
Net Cash From Operations ........................... (2,171) 29 4 (28) (2,166)
====== === === === ======
</TABLE>
(a) TVC includes twelve subsidiaries and both TCC and CNS include one subsidiary
as noted in Item 1. Consolidating financial statements of TVC, TCC and CNS are
presented herewith in Item 10, Exhibits F-1A through F-6A, F-1B through F-6B and
F-1E through F-6E, respectively.
<PAGE> 103
F-1A (1 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1A F-1A Consolidating TVC
Page 2 Page 3 Combined Entries Consolidated
------ ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - - - - -
Accumulated depreciation and depletion ............ - - - - -
------ ------ ------ ------- ------
Net Gas Utility and Other Plant ................... - - - - -
------ ------ ------ ------- ------
Gas and oil producing properties, full cost method - - - - -
Accumulated depletion ............................. - - - - -
------ ------ ------ ------- ------
Net Gas and Oil Producing Properties .............. - - - - -
------ ------ ------ ------- ------
Net Property, Plant, and Equipment .................. - - - - -
------ ------ ------ ------- ------
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - -
Unconsolidated affiliates ......................... 16,250 12,850 29,100 - 29,100
Assets held for sale .............................. - - - - -
Other ............................................. - - - - -
------ ------ ------ ------- ------
Total Investments and Other Assets .................. 16,250 12,850 29,100 - 29,100
Investments in Subsidiaries
Capital stock ..................................... 18,680 - 18,680 (18,680) -
Equity in undistributed earnings of
subsidiaries ..................................... 4,989 - 4,989 (4,989) -
Notes receivable .................................. 804 - 804 (804) -
Other investments ................................. - - - - -
Other receivables - TCO ........................... - - - - -
------ ------ ------ ------- ------
Total Investments in Subsidiaries ................... 24,473 - 24,473 (24,473) -
------ ------ ------ ------- ------
Current Assets
Cash and temporary cash investments ............... 1,331 40 1,371 - 1,371
Accounts receivable, net
Customers ....................................... - - - - -
Intercompany .................................... 17,154 926 18,080 - 18,080
Other ........................................... 907 14 921 - 921
Income tax refunds ................................ - - - - -
Gas inventory ..................................... - - - - -
Other inventories, at average cost ................ - - - - -
Prepayments ....................................... 31 - 31 - 31
Other ............................................. 114 37 151 - 151
------ ------ ------ ------- ------
Total Current Assets ................................ 19,537 1,017 20,554 - 20,554
------ ------ ------ ------- ------
Deferred Charges .................................... 567 - 567 - 567
------ ------ ------ ------- ------
TOTAL ASSETS ........................................ 60,827 13,867 74,694 (24,473) 50,221
====== ====== ====== ======= ======
</TABLE>
<PAGE> 104
F-1A (2 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1A Page 2
BGC BLC GGC GLC PGC PLC TVC Total
----- ----- ---- ---- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant, at original cost .... - - - - - - - -
Accumulated depreciation and depletion ........... - - - - - - - -
----- ----- ---- ---- ------ ------ ------ ------
Net Gas Utility and Other Plant .................. - - - - - - - -
----- ----- ---- ---- ------ ------ ------ ------
Gas and oil producing properties, full cost method - - - - - - - -
Accumulated depletion ............................ - - - - - - - -
----- ----- ---- ---- ------ ------ ------ ------
Net Gas and Oil Producing Properties ............. - - - - - - - -
----- ----- ---- ---- ------ ------ ------ ------
Net Property, Plant, and Equipment ................. - - - - - - - -
----- ----- ---- ---- ------ ------ ------ ------
Investments and Other Assets
Accounts receivable - noncurrent ................. - - - - - - - -
Unconsolidated affiliates ........................ 1,772 4,133 - - 3,104 7,241 - 16,250
Assets held for sale ............................. - - - - - - - -
Other ............................................ - - - - - - - -
----- ----- ---- ---- ------ ------ ------ ------
Total Investments and Other Assets ................. 1,772 4,133 - - 3,104 7,241 - 16,250
----- ----- ---- ---- ------ ------ ------ ------
Investments in Subsidiaries
Capital stock .................................... - - - - - - 18,680 18,680
Equity in undistributed earnings of
subsidiaries .................................... - - - - - - 4,989 4,989
Notes receivable ................................. - - - - - - 804 804
Other investments ................................ - - - - - - - -
Other receivables - TCO .......................... - - - - - - - -
----- ----- ---- ---- ------ ------ ------ ------
Total Investments in Subsidiaries .................. - - - - - - 24,473 24,473
----- ----- ---- ---- ------ ------ ------ ------
Current Assets
Cash and temporary cash investments .............. 1 5 - - 1 4 1,320 1,331
Accounts receivable, net
Customers ...................................... - - - - - - - -
Intercompany ................................... 25 69 - - 319 793 15,948 17,154
Other .......................................... 2 3 - - 2 5 895 907
Income tax refund ................................ - - - - - - - -
Gas inventory .................................... - - - - - - - -
Other inventories, at average cost ............... - - - - - - - -
Prepayments ...................................... - - - - - - 31 31
Other ............................................ - - - - (1) (1) 116 114
----- ----- ---- ---- ------ ------ ------ ------
Total Current Assets ............................... 28 77 - - 321 801 18,310 19,537
----- ----- ---- ---- ------ ------ ------ ------
Deferred Charges ................................... - - - - - - 567 567
----- ----- ---- ---- ------ ------ ------ ------
TOTAL ASSETS ....................................... 1,800 4,210 - - 3,425 8,042 43,350 60,827
===== ===== ==== ==== ====== ====== ====== ======
</TABLE>
<PAGE> 105
F-1A (3 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1A Page 3
VGC VLC RL FC TVC9 TVC10 Total
--- ------ ----- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - - - - - - -
Accumulated depreciation and depletion ............ - - - - - - -
--- ------ ----- ---- ---- ---- ------
Net Gas Utility and Other Plant ................... - - - - - - -
--- ------ ----- ---- ---- ---- ------
Gas and oil producing properties, full cost method - - - - - - -
Accumulated depletion ............................. - - - - - - -
--- ------ ----- ---- ---- ---- ------
Net Gas and Oil Producing Properties .............. - - - - - - -
--- ------ ----- ---- ---- ---- ------
Net Property, Plant, and Equipment .................. - - - - - - -
--- ------ ----- ---- ---- ---- ------
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - - - -
Unconsolidated affiliates ......................... 645 5,803 6,402 - - - 12,850
Assets held for sale .............................. - - - - - - -
Other ............................................. - - - - - - -
--- ------ ----- ---- ---- ---- ------
Total Investments and Other Assets .................. 645 5,803 6,402 - - - 12,850
--- ------ ----- ---- ---- ---- ------
Investments in Subsidiaries
Capital stock ..................................... - - - - - - -
Equity in undistributed earnings of
subsidiaries ..................................... - - - - - - -
Notes receivable .................................. - - - - - - -
Other investments ................................. - - - - - - -
Other receivables - TCO ........................... - - - - - - -
--- ------ ----- ---- ---- ---- ------
Total Investments in Subsidiaries ................... - - - - - - -
--- ------ ----- ---- ---- ---- ------
Current Assets
Cash and temporary cash investments ............... - 4 36 - - - 40
Accounts receivable, net
Customers ....................................... - - - - - - -
Intercompany .................................... 59 343 524 - - - 926
Other ........................................... 1 10 3 - - - 14
Income tax refunds ................................ - - - - - - -
Gas inventory ..................................... - - - - - - -
Other inventories, at average cost ................ - - - - - - -
Prepayments ....................................... - - - - - - -
Other ............................................. - (4) 41 - - - 37
--- ------ ----- ---- ---- ---- ------
Total Current Assets ................................ 60 353 604 - - - 1,017
--- ------ ----- ---- ---- ---- ------
Deferred Charges .................................... - - - - - - -
--- ------ ----- ---- ---- ---- ------
TOTAL ASSETS ........................................ 705 6,156 7,006 - - - 13,867
=== ====== ===== ==== ==== ==== ======
</TABLE>
<PAGE> 106
F-1A (4 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1A F-1A Consolidating TVC
CAPITALIZATION AND LIABILITIES Page 5 Page 6 Combined Entries Consolidated
------- ------ -------- ------- -----------
<S> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - -
Subsidiaries - common stock ................... 15,460 203 15,663 (370) 15,293
Additional paid in capital .................... 53,499 7,613 61,112 (18,310) 42,802
Retained earnings ............................. (12,586) 1,033 (11,553) (4,989) (16,542)
Unearned employee compensation ................ - - - - -
------- ------ ------- ------- -------
Total common stock equity ....................... 56,373 8,849 65,222 (23,669) 41,553
Long-term debt .................................. - - - - -
Installment promissory notes payable ............ - - - - -
Other intercompany notes and loans .............. - - - - -
------- ------ ------- ------- -------
Total Capitalization .............................. 56,373 8,849 65,222 (23,669) 41,553
------- ------ ------- ------- -------
Current Liabilities
Debt obligations ................................ - - - - -
Accounts and drafts payable ..................... 814 - 814 - 814
Intercompany notes and loans - current maturities - - - - -
Intercompany short-term loans ................... - 804 804 (804) -
Intercompany accounts payable ................... 86 - 86 - 86
Accrued taxes ................................... 1,432 61 1,493 - 1,493
Accrued interest ................................ 279 123 402 - 402
Estimated rate refunds .......................... - - - - -
Estimated supplier obligations .................. - - - - -
Transportation and exchange gas payable ......... - - - - -
Deferred income taxes ........................... - - - - -
Other ........................................... 1,132 - 1,132 - 1,132
------- ------ ------- ------- -------
Total Current Liabilities ......................... 3,743 988 4,731 (804) 3,927
------- ------ ------- ------- -------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ 564 4,030 4,594 - 4,594
Investment tax credits .......................... - - - - -
Postretirement benefits other than pensions ..... 111 - 111 - 111
Other ........................................... 36 - 36 - 36
------- ------ ------- ------- -------
Total Other Liabilities and Deferred Credits ...... 711 4,030 4,741 - 4,741
------- ------ ------- ------- -------
TOTAL CAPITALIZATION AND LIABILITIES .............. 60,827 13,867 74,694 (24,473) 50,221
======= ====== ======= ======= =======
</TABLE>
<PAGE> 107
F-1A (5 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1A Page 5
CAPITALIZATION AND LIABILITIES BGC BLC GGC GLC PGC PLC TVC Total
------ ------ ---- ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - - - - -
Subsidiaries - common stock ................... 3 3 10 75 75 1 15,293 15,460
Additional paid in capital .................... 1,747 3,998 97 4,855 - -- 42,802 53,499
Retained earnings ............................. (82) (264) (107) (4,930) 2,700 6,639 (16,542) (12,586)
Unearned employee compensation ................ - - - - - - - -
------ ------ ---- ------ ------ ------- ------- -------
Total common stock equity ....................... 1,668 3,737 - - 2,775 6,640 41,553 56,373
Long-term debt .................................. - - - - - - - -
Installment promissory notes payable ............ - - - - - - - -
Other intercompany notes and loans .............. - - - - - - - -
------ ------ ---- ------ ------ ------- ------- -------
Total Capitalization .............................. 1,668 3,737 - - 2,775 6,640 41,553 56,373
------ ------ ---- ------ ------ ------- ------- -------
Current Liabilities
Debt obligations ................................ - - - - - - - -
Accounts and drafts payable ..................... - - - - - - 814 814
Intercompany notes and loans - current maturities - - - - - - - -
Intercompany short-term loans ................... - - - - - - - -
Intercompany accounts payable ................... - - - - - - 86 86
Accrued taxes ................................... (24) (56) - - (35) (87) 1,634 1,432
Accrued interest ................................ - - - - - - 279 279
Estimated rate refunds .......................... - - - - - - - -
Estimated supplier obligations .................. - - - - - - - -
Transportation and exchange gas payable ......... - - - - - - - -
Deferred income taxes ........................... - - - - - - - -
Other ........................................... - - - - - - 1,132 1,132
------ ------ ---- ------ ------ ------- ------- -------
Total Current Liabilities ......................... (24) (56) - - (35) (87) 3,945 3,743
------ ------ ---- ------ ------ ------- ------- -------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ 156 529 - - 685 1,489 (2,295) 564
Investment tax credits .......................... - - - - - - - -
Postretirement benefits other than pensions ..... - - - - - - 111 111
Other ........................................... - - - - - - 36 36
------ ------ ---- ------ ------ ------- ------- -------
Total Other Liabilities and Deferred Credits ...... 156 529 - - 685 1,489 (2,148) 711
------ ------ ---- ------ ------ ------- ------- -------
TOTAL CAPITALIZATION AND LIABILITIES .............. 1,800 4,210 - - 3,425 8,042 43,350 60,827
====== ====== ==== ====== ====== ======= ======= =======
</TABLE>
<PAGE> 108
F-1A (6 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-1A Page 6
CAPITALIZATION AND LIABILITIES VGC VLC RL FC TVC9 TVC10 Total
---- ------ ----- ---- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - - - -
Subsidiaries - common stock ................... 68 60 - 75 - - 203
Additional paid in capital .................... 725 6,001 - 887 - - 7,613
Retained earnings ............................. (103) (31) 2,129 (962) - - 1,033
Unearned employee compensation ................ - - - - - - -
---- ------ ----- ---- ---- ---- ------
Total common stock equity ....................... 690 6,030 2,129 - - - 8,849
Long-term debt .................................. - - - - - - -
Installment promissory notes payable ............ - - - - - - -
Other intercompany notes and loans .............. - - - - - - -
---- ------ ----- ---- ---- ---- ------
Total Capitalization .............................. 690 6,030 2,129 - - - 8,849
---- ------ ----- ---- ---- ---- ------
Current Liabilities
Debt obligations ................................ - - - - - - -
Accounts and drafts payable ..................... - - - - - - -
Intercompany notes and loans - current maturities - - - - - - -
Intercompany short-term loans ................... - - 804 - - - 804
Intercompany accounts payable ................... - - - - - - -
Accrued taxes ................................... (23) (211) 295 - - - 61
Accrued interest ................................ - - 123 - - - 123
Estimated rate refunds .......................... - - - - - - -
Estimated supplier obligations .................. - - - - - - -
Transportation and exchange gas payable ......... - - - - - - -
Deferred income taxes ........................... - - - - - - -
Other ........................................... - - - - - - -
---- ------ ----- ---- ---- ---- ------
Total Current Liabilities ......................... (23) (211) 1,222 - - - 988
---- ------ ----- ---- ---- ---- ------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ 38 337 3,655 - - - 4,030
Investment tax credits .......................... - - - - - - -
Postretirement benefits other than pensions ..... - - - - - - -
Other ........................................... - - - - - - -
---- ------ ----- ---- ---- ---- ------
Total Other Liabilities and Deferred Credits ...... 38 337 3,655 - - - 4,030
---- ------ ----- ---- ---- ---- ------
TOTAL CAPITALIZATION AND LIABILITIES .............. 705 6,156 7,006 - - - 13,867
==== ====== ===== ==== ==== ==== ======
</TABLE>
<PAGE> 109
F-2A (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
----- ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - - - - -
Accumulated depreciation and depletion ............ - - - - -
------- ---- ------- ---- ----
Net Gas Utility and Other Plant ................... - - - - -
------- ---- ------- ---- ----
Gas and oil producing properties, full cost method - - - - -
Accumulated depletion ............................. - - - - -
------- ---- ------- ---- ----
Net Gas and Oil Producing Properties .............. - - - - -
------- ---- ------- ---- ----
Net Property, Plant, and Equipment .................. - - - - -
------- ---- ------- ---- ----
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - -
Unconsolidated affiliates ......................... - - - - -
Assets held for sale .............................. - - - - -
Other ............................................. - - - - -
------- ---- ------- ---- ----
Total Investments and Other Assets .................. - - - - -
------- ---- ------- ---- ----
Investments in Subsidiaries
Capital stock ..................................... (18,680) - (18,680) - -
Equity in undistributed earnings of
subsidiaries ..................................... (4,989) - (4,989) - -
Notes receivable .................................. (804) (804) - - -
Other investments ................................. - - - - -
Other receivables - TCO ........................... - - - - -
------- ---- ------- ---- ----
Total Investments in Subsidiaries ................... (24,473) (804) (23,669) - -
------- ---- ------- ---- ----
Current Assets
Cash and temporary cash investments ............... - - - - -
Accounts receivable, net
Customers ....................................... - - - - -
Intercompany .................................... - - - - -
Other ........................................... - - - - -
Income tax refunds ................................ - - - - -
Gas inventory ..................................... - - - - -
Other inventories, at average cost ................ - - - - -
Prepayments ....................................... - - - - -
Other ............................................. - - - - -
------- ---- ------- ---- ----
Total Current Assets ................................ - - - - -
------- ---- ------- ---- ----
Deferred Charges .................................... - - - - -
------- ---- ------- ---- ----
TOTAL ASSETS ........................................ (24,473) (804) (23,669) - -
======= ==== ======= ==== ====
</TABLE>
<PAGE> 110
F-2A (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
CAPITALIZATION AND LIABILITIES Total Transactions Equity Cost Pool Adjustments
----- ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - -
Subsidiaries - common stock ................... (370) - (370) - -
Additional paid in capital .................... (18,310) - (18,310) - -
Retained earnings ............................. (4,989) - (4,989) - -
Unearned employee compensation ................ - - - - -
------- ---- ------- ---- ----
Total common stock equity ....................... (23,669) - (23,669) - -
Long-term debt .................................. - - - - -
Installment promissory notes payable ............ - - - - -
Other intercompany notes and loans .............. - - - - -
------- ---- ------- ---- ----
Total Capitalization .............................. (23,669) - (23,669) - -
------- ---- ------- ---- ----
Current Liabilities
Debt obligations ................................ - - - - -
Accounts and drafts payable ..................... - - - - -
Intercompany notes and loans - current maturities - - - - -
Intercompany short-term loans ................... (804) (804) - - -
Intercompany accounts payable ................... - - - - -
Accrued taxes ................................... - - - - -
Accrued interest ................................ - - - - -
Estimated rate refunds .......................... - - - - -
Estimated supplier obligations .................. - - - - -
Transportation and exchange gas payable ......... - - - - -
Deferred income taxes ........................... - - - - -
Other ........................................... - - - - -
------- ---- ------- ---- ----
Total Current Liabilities ......................... (804) (804) - - -
------- ---- ------- ---- ----
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ - - - - -
Investment tax credits .......................... - - - - -
Postretirement benefits other than pensions ..... - - - - -
Other ........................................... - - - - -
------- ---- ------- ---- ----
Total Other Liabilities and Deferred Credits ...... - - - - -
------- ---- ------- ---- ----
TOTAL CAPITALIZATION AND LIABILITIES .............. (24,473) (804) (23,669) - -
======= ==== ======= ==== ====
</TABLE>
<PAGE> 111
F-3A (1 of 3)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-3A F-3A Consolidating TVC
Page 2 Page 3 Combined Entries Consolidated
------ ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... - - - - -
Transportation ..................... - - - - -
Storage ............................ - - - - -
Other .............................. 8,712 2,224 10,936 (3,605) 7,331
------ ------ ------- ------ ------
Total Operating Revenues ............. 8,712 2,224 10,936 (3,605) 7,331
------ ------ ------- ------ ------
Operating Expenses
Products purchased ................. - - - - -
Operation .......................... 5,685 168 5,853 (581) 5,272
Maintenance ........................ - - - - -
Depreciation and depletion ......... 40 - 40 - 40
Other taxes ........................ 182 - 182 - 182
------ ------ ------- ------ ------
Total Operating Expenses ............. 5,907 168 6,075 (581) 5,494
------ ------ ------- ------ ------
Operating Income (Loss) .............. 2,805 2,056 4,861 (3,024) 1,837
------ ------ ------- ------ ------
Other Income (Deductions)
Interest income and other, net ..... 1,268 103 1,371 (141) 1,230
Interest expense and related charges (228) (148) (376) 141 (235)
------ ------ ------- ------ ------
Total Other Income (Deductions) ...... 1,040 (45) 995 - 995
------ ------ ------- ------ ------
Income (Loss) before Income Taxes .... 3,845 2,011 5,856 (3,024) 2,832
Income Taxes ......................... 425 707 1,132 - 1,132
------ ------ ------- ------ ------
Net Income (Loss) .................... 3,420 1,304 4,724 (3,024) 1,700
====== ====== ======= ====== ======
</TABLE>
<PAGE> 112
F-3A (2 of 3)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-3A Page 2
BGC BLC GGC GLC PGC PLC TVC Total
---- ---- ---- ---- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... - - - - - - - -
Transportation ..................... - - - - - - - -
Storage ............................ - - - - - - - -
Other .............................. (196) (458) - - 1,193 2,782 5,391 8,712
---- ---- ---- ---- ------ ------ ------ ------
Total Operating Revenues ............. (196) (458) - - 1,193 2,782 5,391 8,712
---- ---- ---- ---- ------ ------ ------ ------
Operating Expenses
Products purchased ................. - - - - - - - -
Operation .......................... 43 102 - - 89 208 5,243 5,685
Maintenance ........................ - - - - - - - -
Depreciation and depletion ......... - - - - - - 40 40
Other taxes ........................ (4) 48 - - - - 138 182
---- ---- ---- ---- ------ ------ ------ ------
Total Operating Expenses ............. 39 150 - - 89 208 5,421 5,907
---- ---- ---- ---- ------ ------ ------ ------
Operating Income (Loss) .............. (235) (608) - - 1,104 2,574 (30) 2,805
---- ---- ---- ---- ------ ------ ------ ------
Other Income (Deductions)
Interest income and other, net ..... 39 91 - - 2 4 1,132 1,268
Interest expense and related charges - - - - (12) (26) (190) (228)
---- ---- ---- ---- ------ ------ ------ ------
Total Other Income (Deductions) ...... 39 91 - - (10) (22) 942 1,040
---- ---- ---- ---- ------ ------ ------ ------
Income (Loss) before Income Taxes .... (196) (517) - - 1,094 2,552 912 3,845
Income Taxes ......................... (67) (176) - - 464 992 (788) 425
---- ---- ---- ---- ------ ------ ------ ------
Net Income (Loss) .................... (129) (341) - - 630 1,560 1,700 3,420
==== ==== ==== ==== ====== ====== ====== ======
</TABLE>
<PAGE> 113
F-3A (3 of 3)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-3A Page 3
VGC VLC RL FC TVC9 TVC10 Total
--- --- -- -- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... - - - - - - -
Transportation ..................... - - - - - - -
Storage ............................ - - - - - - -
Other .............................. 87 787 1,350 - - - 2,224
-- --- ------ ---- ---- ---- ------
Total Operating Revenues ............. 87 787 1,350 - - - 2,224
-- --- ------ ---- ---- ---- ------
Operating Expenses
Products purchased ................. - - - - - - -
Operation .......................... 10 98 60 - - - 168
Maintenance ........................ - - - - - - -
Depreciation and depletion ......... - - - - - - -
Other taxes ........................ - - - - - - -
-- --- ------ ---- ---- ---- ------
Total Operating Expenses ............. 10 98 60 - - - 168
-- --- ------ ---- ---- ---- ------
Operating Income (Loss) .............. 77 689 1,290 - - - 2,056
-- --- ------ ---- ---- ---- ------
Other Income (Deductions)
Interest income and other, net ..... 9 86 8 - - - 103
Interest expense and related charges - - (148) - - - (148)
-- --- ------ ---- ---- ---- ------
Total Other Income (Deductions) ...... 9 86 (140) - - - (45)
-- --- ------ ---- ---- ---- ------
Income (Loss) before Income Taxes .... 86 775 1,150 - - - 2,011
Income Taxes ......................... 30 273 404 - - - 707
-- --- ------ ---- ---- ---- ------
Net Income (Loss) .................... 56 502 746 - - - 1,304
== === ====== ==== ==== ==== ======
</TABLE>
<PAGE> 114
F-4A (1 of 1)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Income Entries
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
------ ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... - - - - -
Transportation ..................... - - - - -
Storage ............................ - - - - -
Other .............................. (3,605) - (3,605) - -
------ ---- ------ ---- ----
Total Operating Revenues ............. (3,605) - (3,605) - -
------ ---- ------ ---- ----
Operating Expenses
Products purchased ................. - - - - -
Operation .......................... (581) - (581) - -
Maintenance ........................ - - - - -
Depreciation and depletion ......... - - - - -
Other taxes ........................ - - - - -
------ ---- ------ ---- ----
Total Operating Expenses ............. (581) - (581) - -
------ ---- ------ ---- ----
Operating Income (Loss) .............. (3,024) - (3,024) - -
------ ---- ------ ---- ----
Other Income (Deductions)
Interest income and other, net ..... (141) (141) - - -
Interest expense and related
charges ............................ 141 141 - - -
------ ---- ------ ---- ----
Total Other Income (Deductions) ...... - - - - -
------ ---- ------ ---- ----
Income (Loss) before Income Taxes .... (3,024) - (3,024) - -
Income Taxes ......................... - - - - -
------ ---- ------ ---- ----
Net Income (Loss) .................... (3,024) - (3,024) - -
====== ==== ====== ==== ====
</TABLE>
<PAGE> 115
F-5A (1 of 3)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
F-5A F-5A Consolidating TVC
Page 2 Page 3 Combined Entries Consolidated
------ ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year 15,460 203 15,663 (370) 15,293
Common stock issued - ...... - - - - -
Subsidiaries ............. - - - - -
Dividend reinvestment plan - - - - -
Long-term incentive plan . - - - - -
Public offering .......... - - - - -
Recapitalization -
Reduction in par value ... - - - - -
------- ------ ------- ------- -------
Balance at end of year ...... 15,460 203 15,663 (370) 15,293
------- ------ ------- ------- -------
Additional Paid in Capital
Balance at beginning of
year ...................... 57,248 8,713 65,961 (23,159) 42,802
Common stock issued -
Subsidiaries ............. - - - - -
Dividend reinvestment
plan ................... - - - - -
Long-term incentive plan . - - - - -
Public offering .......... - - - - -
Other .................... - - - - -
Recapitalization -
Debt issuance ............ - - - - -
Dividends paid ........... (3,749) (1,100) (4,849) 4,849 -
Capital contributions .... - - - - -
------- ------ ------- ------- -------
Balance at end of year ...... 53,499 7,613 61,112 (18,310) 42,802
------- ------ ------- ------- -------
Retained Earnings
Balance at beginning of
year ...................... (16,006) (271) (16,277) (1,965) (18,242)
Net income (loss) .......... 3,420 1,304 4,724 (3,024) 1,700
Common stock dividends - ... - - - - -
CG ....................... - - - - -
Subsidiaries (to CG) ..... - - - - -
Other ...................... - - - - -
------- ------ ------- ------- -------
Balance at end of year ...... (12,586) 1,033 (11,553) (4,989) (16,542)
------- ------ ------- ------- -------
Unearned Employee Compensation
Balance at beginning of
year ...................... - - - - -
Adjustment ................. - - - - -
------- ------ ------- ------- -------
Balance at end of year ...... - - - - -
------- ------ ------- ------- -------
TOTAL COMMON STOCK EQUITY .... 56,373 8,849 65,222 (23,669) 41,553
======= ====== ======= ======= =======
</TABLE>
<PAGE> 116
F-5A (2 of 3)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-5A Page 2
BGC BLC GGC GLC PGC PLC TVC Total
------ ------ ---- ------ ----- ----- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year 3 3 10 75 75 1 15,293 15,460
Common stock issued -
Subsidiaries ............. - - - - - - - -
Dividend reinvestment plan - - - - - - - -
Long-term incentive plan . - - - - - - - -
Public offering .......... - - - - - - - -
Recapitalization -
Reduction in par value ... - - - - - - - -
------ ------ ---- ------ ----- ----- ------- -------
Balance at end of year ..... 3 3 10 75 75 1 15,293 15,460
------ ------ ---- ------ ----- ----- ------- -------
Additional Paid in Capital
Balance at beginning of year 2,847 6,647 97 4,855 - - 42,802 57,248
Common stock issued -
Subsidiaries ............. - - - - - - - -
Dividend reinvestment plan - - - - - - - -
Long-term incentive plan . - - - - - - - -
Public offering .......... - - - - - - - -
Other .................... - - - - - - - -
Recapitalization -
Debt issuance ............ - - - - - - - -
Dividends paid ........... (1,100) (2,649) - - - - - (3,749)
Capital contributions .... - - - - - - - -
------ ------ ---- ------ ----- ----- ------- -------
Balance at end of year ..... 1,747 3,998 97 4,855 - - 42,802 53,499
------ ------ ---- ------ ----- ----- ------- -------
Retained Earnings
Balance at beginning of year 47 77 (107) (4,930) 2,070 5,079 (18,242) (16,006)
Net income (loss) .......... (129) (341) - - 630 1,560 1,700 3,420
Common stock dividends - ... - - - - - - - -
CG ....................... - - - - - - - -
Subsidiaries (to CG) ..... - - - - - - - -
Other ...................... - - - - - - - -
------ ------ ---- ------ ----- ----- ------- -------
Balance at end of year ..... (82) (264) (107) (4,930) 2,700 6,639 (16,542) (12,586)
------ ------ ---- ------ ----- ----- ------- -------
Unearned Employee Compensation
Balance at beginning of year - - - - - - - -
Adjustment ............... - - - - - - - -
------ ------ ---- ------ ----- ----- ------- -------
Balance at end of year ..... - - - - - - - -
------ ------ ---- ------ ----- ----- ------- -------
TOTAL COMMON STOCK EQUITY .... 1,668 3,737 - - 2,775 6,640 41,553 56,373
====== ====== ==== ====== ===== ===== ======= =======
</TABLE>
<PAGE> 117
F-5A (3 of 3)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-5A Page 3
VGC VLC RL FC TVC9 TVC10 Total
---- ------ ----- ---- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year 68 60 - 75 - - 203
Common stock issued -
Subsidiaries ............. - - - - - - -
Dividend reinvestment plan - - - - - - -
Long-term incentive plan . - - - - - - -
Public offering .......... - - - - - - -
Recapitalization -
Reduction in par value ... - - - - - - -
---- ------ ----- ---- ---- ---- ------
Balance at end of year ..... 68 60 - 75 - - 203
---- ------ ----- ---- ---- ---- ------
Additional Paid in Capital
Balance at beginning of year 825 7,001 - 887 - - 8,713
Common stock issued -
Subsidiaries ............. - - - - - - -
Dividend reinvestment plan - - - - - - -
Long-term incentive plan . - - - - - - -
Public offering .......... - - - - - - -
Other .................... - - - - - - -
Recapitalization -
Debt issuance ............ - - - - - - -
Dividends paid ........... (100) (1,000) - - - - (1,100)
Capital contributions .... - - - - - - -
---- ------ ----- ---- ---- ---- ------
Balance at end of year ..... 725 6,001 - 887 - - 7,613
---- ------ ----- ---- ---- ---- ------
Retained Earnings
Balance at beginning of year (159) (533) 1,383 (962) - - (271)
Net income (loss) .......... 56 502 746 - - - 1,304
Common stock dividends -
CG ....................... - - - - - - -
Subsidiaries (to CG) ..... - - - - - - -
Other ...................... - - - - - - -
---- ------ ----- ---- ---- ---- ------
Balance at end of year ..... (103) (31) 2,129 (962) - - 1,033
---- ------ ----- ---- ---- ---- ------
Unearned Employee Compensation
Balance at beginning of year - - - - - - -
Adjustment ............... - - - - - - -
---- ------ ----- ---- ---- ---- ------
Balance at end of year ..... - - - - - - -
---- ------ ----- ---- ---- ---- ------
TOTAL COMMON STOCK EQUITY .... 690 6,030 2,129 - - - 8,849
==== ====== ===== ==== ==== ==== ======
</TABLE>
<PAGE> 118
F-6A (1 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-6A F-6A Consolidating TVC
Page 2 Page 3 Combined Entries Consolidated
------- ------- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6A Page 4 for detail) (1,305) 2,158 853 (3,024) (2,171)
Investment Activities
Capital expenditures .............................. 12,533 - 12,533 - 12,533
Sale of partnership interest ...................... - - - - -
Other investments - net ........................... - - - - -
------- ------- ------- ------ -------
Net Investment Activities ........................... 12,533 - 12,533 - 12,533
------- ------- ------- ------ -------
Financing Activities
Dividends paid .................................... - - - - -
Issuance (retirement) of revolving credit agreement - - - - -
Capital contributions ............................. - - - - -
Retirement of long-term debt ...................... - - - - -
Issuance of common stock -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - - -
Issuance of long-term debt -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - - -
Net short-term intrasystem financing .............. - - - - -
Increase (decrease) in short-term debt and other
financing activities ............................. - - - - -
------- ------- ------- ------ -------
Net Financing Activities ............................ - - - - -
Increase in cash and temporary cash investments ..... 11,228 2,158 13,386 (3,024) 10,362
Cash and temporary cash investments at
beginning of year .................................. 5,496 8,862 14,358 (5,363) 8,995
------- ------- ------- ------ -------
Cash and temporary cash investments at
end of year (a) .................................... 16,724 11,020 27,744 (8,387) 19,357
======= ======= ======= ====== =======
Supplemental Disclosures of Cash Flow Information
Cash paid for interest ........................... (615) (65) (680) - (680)
Cash paid for income tax (net of refunds) ........ 1,087 479 1,566 - 1,566
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 119
F-6A (2 of 6)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-6A Page 2
BGC BLC GGC GLC PGC PLC TVC Total
------ ------ --- ------ ----- ----- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6A Page 5 for
detail)............................................ (77) (199) - - 235 541 (1,805) (1,305)
Investment Activities
Capital expenditures .............................. - - - - - - 12,533 12,533
Sale of partnership interest ...................... - - - - - - - -
Other investments - net ........................... - - - - - - - -
------ ------ --- ------ ----- ----- ------- -------
Net Investment Activities ........................... - - - - - - 12,533 12,533
------ ------ --- ------ ----- ----- ------- -------
Financing Activities
Dividends paid .................................... - - - - - - - -
Issuance (retirement) of revolving credit
agreement........................................ - - - - - - - -
Capital contributions ............................. - - - - - - - -
Retirement of long-term debt ...................... - - - - - - - -
Issuance of common stock -
Issued by Registrant ............................ - - - - - - - -
Issued by Subsidiary to Registrant .............. - - - - - - - -
Issuance of long-term debt -
Issued by Registrant ............................ - - - - - - - -
Issued by Subsidiary to Registrant .............. - - - - - - - -
Net short-term intrasystem financing .............. - - - - - - - -
Increase (decrease) in short-term debt and other
financing activities ............................. - - - - - - - -
------ ------ --- ------ ----- ----- ------- -------
Net Financing Activities ............................ - - - - - - - -
Increase in cash and temporary cash investments ..... (77) (199) - - 235 541 10,728 11,228
Cash and temporary cash investments at
beginning of year .................................. (1,695) (3,706) 639 (1,846) 1,548 3,760 6,796 5,496
------ ------ --- ------ ----- ----- ------- -------
Cash and temporary cash investments at
end of year (a) .................................... (1,772) (3,905) 639 (1,846) 1,783 4,301 17,524 16,724
====== ====== === ====== ===== ===== ======= =======
Supplemental Disclosures of Cash Flow Information
Cash paid for interest ........................... (23) (58) - - - - (534) (615)
Cash paid for income tax (net of refunds) ........ (21) (67) - - 185 471 519 1,087
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 120
F-6A (3 of 6)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-6A Page 3
VGC VLC RL FC TVC9 TVC10 Total
---- ------ ------ --- ---- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Cash From Operations (See F-6A Page 6 for
detail)........................................... 90 781 1,287 - - - 2,158
Investment Activities
Capital expenditures .............................. - - - - - - -
Sale of partnership interest ...................... - - - - - - -
Other investments - net ........................... - - - - - - -
---- ------ ------ --- ---- ---- -------
Net Investment Activities ........................... - - - - - - -
---- ------ ------ --- ---- ---- -------
Financing Activities
Dividends paid .................................... - - - - - - -
Issuance (retirement) of revolving credit agreement - - - - - - -
Capital contributions ............................. - - - - - - -
Retirement of long-term debt ...................... - - - -
Issuance of common stock - - - - -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - -
Issuance of long-term debt - - - - -
Issued by Registrant ............................ - - - - - - -
Issued by Subsidiary to Registrant .............. - - - - - - -
Net short-term intrasystem financing .............. - - - - - - -
Increase (decrease) in short-term debt and other
financing activities ............................. - - - - - - -
---- ------ ------ --- ---- ---- -------
Net Financing Activities ............................ - - - - - - -
Increase in cash and temporary cash investments ..... 90 781 1,287 - - - 2,158
Cash and temporary cash investments at
beginning of year .................................. 47 421 8,408 (14) - - 8,862
---- ------ ------ --- ---- ---- -------
Cash and temporary cash investments at
end of year (a) .................................... 137 1,202 9,695 (14) - - 11,020
==== ====== ====== === ==== ==== =======
Supplemental Disclosures of Cash Flow Information
Cash paid for interest ........................... (6) (56) (3) - - - (65)
Cash paid for income tax (net of refunds) ........ (10) (94) 583 - - - 479
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 121
F-6A (4 of 6)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
F-6A F-6A Consolidating TVC
Page 5 Page 6 Combined Entries Consolidated
------ ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ 3,420 1,304 4,724 (3,024) 1,700
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - - - -
Depreciation and depletion ..................... - - - - -
Deferred income taxes .......................... (48) 229 181 - 181
Reapplication of SFAS 71 ....................... - - - - -
Other - net ...................................... (3,986) - (3,986) - (3,986)
Changes in Components of working capital:
Accounts receivable ............................ (455) - (455) - (455)
Gas inventory .................................. - - - - -
Prepayments .................................... - - - - -
Accounts payable ............................... 347 - 347 - 347
Accrued taxes .................................. (1,291) 586 (705) - (705)
Accrued interest ............................... 88 39 127 - 127
Estimated rate refunds ......................... - - - - -
Estimated supplier obligations
Under/Overrecovered gas costs .................. - - - - -
Exchange gas payable ........................... - - - - -
Other working capital .......................... 620 - 620 - 620
------ ----- ------ ------ ------
Net Cash From Operations ........................... (1,305) 2,158 853 (3,024) (2,171)
====== ===== ====== ====== ======
</TABLE>
<PAGE> 122
F-6A (5 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-6A Page 5
BGC BLC GGC GLC PGC PLC TVC Total
---- ---- ---- ---- ---- ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ (129) (341) - - 630 1,560 1,700 3,420
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - - - - - - -
Depreciation and depletion ..................... - - - - - - - -
Deferred income taxes .......................... (46) (109) - - 215 472 (580) (48)
Reapplication of SFAS 71 ....................... - - - - - - - -
Other - net ...................................... - - - - - - (3,986) (3,986)
Changes in Components of working capital:
Accounts receivable ............................ - - - - - - (455) (455)
Gas inventory .................................. - - - - - - - -
Prepayments .................................... - - - - - - - -
Accounts payable ............................... - - - - - - 347 347
Accrued taxes .................................. 100 257 - - (609) (1,487) 448 (1,291)
Accrued interest ............................... (2) (6) - - (1) (4) 101 88
Estimated rate refunds ......................... - - - - - - - -
Estimated supplier obligations ................. - - - - - - - -
Under/Overrecovered gas costs .................. - - - - - - - -
Exchange gas payable ........................... - - - - - - - -
Other working capital .......................... - - - - - - 620 620
---- ---- ---- ---- ---- ------ ------ ------
Net Cash From Operations ........................... (77) (199) - - 235 541 (1,805) (1,305)
==== ==== ==== ==== ==== ====== ====== ======
</TABLE>
<PAGE> 123
F-6A (6 of 6)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Ventures Corporation and Subsidiaries
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
F-6A Page 6
VGC VLC RL FC TVC9 TVC10 Total
--- ---- ------ ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ 56 502 746 - - - 1,304
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - - - - - -
Depreciation and depletion ..................... - - - - - - -
Deferred income taxes .......................... 41 367 (179) - - - 229
Reapplication of SFAS 71 ....................... - - - - - - -
Other - net ...................................... - - - - - - -
Changes in Components of working capital:
Accounts receivable ............................ - - - - - - -
Gas inventory .................................. - - - - - - -
Prepayments .................................... - - - - - - -
Accounts payable ............................... - - - - - - -
Accrued taxes .................................. (6) (84) 676 - - - 586
Accrued interest ............................... (1) (4) 44 - - - 39
Estimated rate refunds ......................... - - - - - - -
Estimated supplier obligations ................. - - - - - - -
Under/Overrecovered gas costs .................. - - - - - - -
Exchange gas payable ........................... - - - - - - -
Other working capital .......................... - - - - - - -
--- ---- ------ ---- ---- ---- -----
Net Cash From Operations ........................... 90 781 1,287 - - - 2,158
=== ==== ====== ==== ==== ==== =====
</TABLE>
<PAGE> 124
F-1B (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating TCC
ASSETS TGT TCC Combined Entries Consolidated
----- ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - - - - -
Accumulated depreciation and depletion ............ - - - - -
----- ------ ------ ------ -----
Net Gas Utility and Other Plant ................... - - - - -
----- ------ ------ ------ -----
Gas and oil producing properties, full cost method - - - - -
Accumulated depletion ............................. - - - - -
----- ------ ------ ------ -----
Net Gas and Oil Producing Properties .............. - - - - -
----- ------ ------ ------ -----
Net Property, Plant, and Equipment .................. - - - - -
----- ------ ------ ------ -----
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - -
Unconsolidated affiliates ......................... 1,477 - 1,477 - 1,477
Assets held for sale .............................. - - - - -
Other ............................................. - - - - -
----- ------ ------ ------ -----
Total Investments and Other Assets .................. 1,477 - 1,477 - 1,477
----- ------ ------ ------ -----
Investments in Subsidiaries
Capital stock ..................................... - 2,000 2,000 (2,000) -
Equity in undistributed earnings of
subsidiaries ..................................... - (412) (412) 412 -
Notes receivable .................................. - (50) (50) 50 -
Other investments ................................. - - - - -
Other receivables - TCO ........................... - - - - -
----- ------ ------ ------ -----
Total Investments in Subsidiaries ................... - 1,538 1,538 (1,538) -
----- ------ ------ ------ -----
Current Assets
Cash and temporary cash investments ............... - 7 7 - 7
Accounts receivable, net
Customers ....................................... - - - - -
Intercompany .................................... - 101 101 - 101
Other ........................................... - - - - -
Income tax refunds ................................ - - - - -
Gas inventory ..................................... - - - - -
Other inventories, at average cost ................ - - - - -
Prepayments ....................................... - - - - -
Regulatory assets ................................. - - - - -
Other ............................................. - - - - -
----- ------ ------ ------ -----
Total Current Assets ................................ - 108 108 - 108
----- ------ ------ ------ -----
Deferred Charges .................................... 20 - 20 - 20
-----
Long-term Regulatory Assets ......................... - - - - -
----- ------ ------ ------ -----
TOTAL ASSETS ........................................ 1,497 1,646 3,143 (1,538) 1,605
===== ====== ====== ====== =====
</TABLE>
<PAGE> 125
F-1B (2 of 2)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
Consoli-
dating TCC
CAPITALIZATION AND LIABILITIES TGT TCC Combined Entries Consolidated
------ ------ -------- ------ -----------
<S> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - -
Subsidiaries - common stock ................... 1,000 1,000 2,000 (1,000) 1,000
Additional paid in capital .................... 1,000 1,075 2,075 (1,000) 1,075
Retained earnings ............................. (412) (428) (840) 412 (428)
Unearned employee compensation ................ - - - - -
------ ------ ------ ------ ------
Total common stock equity ....................... 1,588 1,647 3,235 (1,588) 1,647
Long-term debt .................................. - - - - -
Installment promissory notes payable ............ - - - - -
Other intercompany notes and loans .............. (52) - (52) 52 -
------ ------ ------ ------ ------
Total Capitalization .............................. 1,536 1,647 3,183 (1,536) 1,647
------ ------ ------ ------ ------
Current Liabilities
Debt obligations ................................ - - - - -
Accounts and drafts payable ..................... - - - - -
Intercompany notes and loans - current maturities - - - - -
Intercompany short-term loans ................... - - - - -
Intercompany accounts payable ................... 2 1 3 (2) 1
Accrued taxes ................................... (41) (2) (43) - (43)
Accrued interest ................................ - - - - -
Estimated rate refunds .......................... - - - - -
Estimated supplier obligations .................. - - - - -
Transportation and exchange gas payable ......... - - - - -
Deferred income taxes ........................... - - - - -
Regulatory liabilities .......................... - - - - -
Other ........................................... - - - - -
------ ------ ------ ------ ------
Total Current Liabilities ......................... (39) (1) (40) (2) (42)
------ ------ ------ ------ ------
Other Liabilities and Deferred Credits
Deferred income taxes- Noncurrent ............... - - - - -
Income taxes, noncurrent ........................ - - - - -
Investment tax credits .......................... - - - - -
Postretirement benefits other than pensions ..... - - - - -
Long-term regulatory liabilities ................ - - - - -
Other ........................................... - - - - -
------ ------ ------ ------ ------
Total Other Liabilities and Deferred Credits ...... - - - - -
------ ------ ------ ------ ------
TOTAL CAPITALIZATION AND LIABILITIES .............. 1,497 1,646 3,143 (1,538) 1,605
====== ====== ====== ====== ======
</TABLE>
<PAGE> 126
F-2B (1 of 2)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
ASSETS Total Transactions Equity Cost Pool Adjustments
------ ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - - - - -
Accumulated depreciation and depletion ............ - - - - -
Net Gas Utility and Other Plant ................... - - - - -
Gas and oil producing properties, full cost method - - - - -
Accumulated depletion ............................. - - - - -
Net Gas and Oil Producing Properties .............. - - - - -
------ -- ------ ---- ----
Net Property, Plant, and Equipment .................. - - - - -
------ -- ------ ---- ----
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - -
Unconsolidated affiliates ......................... - - - - -
Assets held for sale .............................. - - - - -
Other ............................................. - - - - -
------ -- ------ ---- ----
Total Investments and Other Assets .................. - - - - -
------ -- ------ ---- ----
Investments in Subsidiaries
Capital stock ..................................... (2,000) - (2,000) - -
Equity in undistributed earnings of
subsidiaries ..................................... 412 - 412 - -
Notes receivable .................................. 50 50 - - -
Other investments ................................. - - - - -
Other receivables - TCO ........................... - - - - -
------ -- ------ ---- ----
Total Investments in Subsidiaries ................... (1,538) 50 (1,588) - -
------ -- ------ ---- ----
Current Assets
Cash and temporary cash investments ............... - - - - -
Accounts receivable, net
Customers ....................................... - - - - -
Intercompany .................................... - - - - -
Other ........................................... - - - - -
Income tax refunds ................................ - - - - -
Gas inventory ..................................... - - - - -
Other inventories, at average cost ................ - - - - -
Prepayments ....................................... - - - - -
Regulatory assets ................................. - - - - -
Other ............................................. - - - - -
------ -- ------ ---- ----
Total Current Assets ................................ - - - - -
------ -- ------ ---- ----
Deferred Charges .................................... - - - - -
Long-term Regulatory Assets ......................... - - - - -
------ -- ------ ---- ----
TOTAL ASSETS ........................................ (1,538) 50 (1,588) - -
====== == ====== ==== ====
</TABLE>
<PAGE> 127
F-2B (2 of 2)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
CAPITALIZATION AND LIABILITIES Total Transactions Equity Cost Pool Adjustments
------ ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - -
Subsidiaries - common stock ................... (2,000) - (2,000) - -
Additional paid in capital .................... - - - - -
Retained earnings ............................. 412 - 412 - -
Unearned employee compensation ................ - - - - -
------ --- ------ ---- ----
Total common stock equity ....................... (1,588) - (1,588) - -
Long-term debt .................................. - - - - -
Installment promissory notes payable ............ - - - - -
Other intercompany notes and loans .............. 52 52 - - -
------ --- ------ ---- ----
Total Capitalization .............................. (1,536) 52 (1,588) - -
------ --- ------ ---- ----
Current Liabilities
Debt obligations ................................ - - - - -
Accounts and drafts payable ..................... - - - - -
Intercompany notes and loans - current maturities - - - - -
Intercompany short-term loans ................... - - - - -
Intercompany accounts payable ................... (2) (2) - - -
Accrued taxes ................................... - - - - -
Accrued interest ................................ - - - - -
Estimated rate refunds .......................... - - - - -
Estimated supplier obligations .................. - - - - -
Transportation and exchange gas payable ......... - - - - -
Deferred income taxes ........................... - - - - -
Regulatory liabilities .......................... - - - - -
Other ........................................... - - - - -
------ --- ------ ---- ----
Total Current Liabilities ......................... (2) (2) - - -
------ --- ------ ---- ----
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ - - - - -
Investment tax credits .......................... - - - - -
Postretirement benefits other than pensions ..... - - - - -
Long-term regulatory liabilities ................ - - - - -
Other ........................................... - - - - -
------ --- ------ ---- ----
Total Other Liabilities and Deferred Credits ...... - - - - -
------ --- ------ ---- ----
TOTAL CAPITALIZATION AND LIABILITIES .............. (1,538) 50 (1,588) - -
====== === ====== ==== ====
</TABLE>
<PAGE> 128
F-3B (1 of 1)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
Consoli-
dating TCC
TGT TCC Combined Entries Consolidated
--- --- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... - - - - -
Transportation ..................... - - - - -
....
Storage ............................ - - - - -
Other .............................. - - - - -
---- --- ---- -- ----
Total Operating Revenues ............. - - - - -
---- --- ---- -- ----
Operating Expenses
Products purchased ................. - - - - -
Operation .......................... 13 4 17 - 17
Maintenance ........................ - - - - -
Depreciation and depletion ......... - - - - -
Other taxes ........................ - - - - -
---- --- ---- -- ----
Total Operating Expenses ............. 13 4 17 - 17
---- --- ---- -- ----
Operating Income (Loss) .............. (13) (4) (17) - (17)
---- --- ---- -- ----
Other Income (Deductions)
Interest income and other, net ..... (93) (67) (160) 69 (91)
Interest expense and related charges - - - - -
---- --- ---- -- ----
Total Other Income (Deductions) ...... (93) (67) (160) 69 (91)
---- --- ---- -- ----
Income (Loss) before Income Taxes .... (106) (71) (177) 69 (108)
Income Taxes ......................... (37) (1) (38) - (38)
---- --- ---- -- ----
Net Income (Loss) .................... (69) (70) (139) 69 (70)
==== === ==== == ====
</TABLE>
<PAGE> 129
F-4B (1 of 1)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Statement of Income Entries
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
----- ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... - - - - -
Transportation ..................... - - - - -
Storage ............................ - - - - -
Other .............................. - - - - -
-- ---- -- ---- ----
Total Operating Revenues ............. - - - - -
-- ---- -- ---- ----
Operating Expenses
Products purchased ................. - - - - -
Operation .......................... - - - - -
Maintenance ........................ - - - - -
Depreciation and depletion ......... - - - - -
Other taxes ........................ - - - - -
-- ---- -- ---- ----
Total Operating Expenses ............. - - - - -
-- ---- -- ---- ----
Operating Income (Loss) .............. - - - - -
-- ---- -- ---- ----
Other Income (Deductions)
Interest income and other, net ..... 69 69 - -
Interest expense and related charges - - - - -
-- ---- -- ---- ----
Total Other Income (Deductions) ...... 69 - 69 - -
-- ---- -- ---- ----
Income (Loss) before Income Taxes .... 69 - 69 - -
Income Taxes ......................... - - - - -
-- ---- -- ---- ----
Net Income (Loss) .................... 69 - 69 - -
== ==== == ==== ====
</TABLE>
<PAGE> 130
F-5B (1 of 1)
<TABLE>
<CAPTION>
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
Consoli-
dating TCC
TGT TCC Combined Entries Consolidated
------ ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year 1,000 1,000 2,000 (1,000) 1,000
Common stock issued -
Subsidiaries ............. - - - - -
Dividend reinvestment plan - - - - -
Long-term incentive plan . - - - - -
Public offering .......... - - - - -
------ ------ ------ ------ ------
Balance at end of year ..... 1,000 1,000 2,000 (1,000) 1,000
------ ------ ------ ------ ------
Additional Paid in Capital
Balance at beginning of year 1,000 1,075 2,075 (1,000) 1,075
Common stock issued -
Subsidiaries ............. - - - - -
Dividend reinvestment plan - - - - -
Long-term incentive plan . - - - - -
Public offering .......... - - - - -
Other .................... - - - - -
Recapitalization -
Capital contributions .... - - - - -
Reduction in par value ... - - - - -
------ ------ ------ ------ ------
Balance at end of year ..... 1,000 1,075 2,075 (1,000) 1,075
------ ------ ------ ------ ------
Retained Earnings
Balance at beginning of year (343) (358) (701) 343 (358)
Net income (loss) .......... (69) (70) (139) 69 (70)
Common stock dividends -
CG ....................... - - - - -
Subsidiaries (to CG) ..... - - - - -
Other ...................... - - - - -
------ ------ ------ ------ ------
Balance at end of year ..... (412) (428) (840) 412 (428)
------ ------ ------ ------ ------
Reacquired Capital Stock ..... - - - - -
Unearned Employee Compensation
Balance at beginning of year - - - - -
Adjustment ................. - - - - -
------ ------ ------ ------ ------
Balance at end of year ..... - - - - -
------ ------ ------ ------ ------
TOTAL COMMON STOCK EQUITY .... 1,588 1,647 3,235 (1,588) 1,647
====== ====== ====== ====== ======
</TABLE>
<PAGE> 131
F-6B (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating TCC
TGT TCC Combined Entries Consolidated
--- ---- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Net Cash From Operations (refer to F-6B (2 of 2)) ... 31 (2) 29 - 29
--- ---- --- ---- ---
Investment Activities
Capital expenditures .............................. - - - - -
Sale of partnership interest ...................... - - - - -
Other investments - net ........................... - - - - -
--- ---- --- ---- ---
Net Investment Activities ........................... - - - - -
Financing Activities
Dividends paid .................................... - - - - -
Issuance (retirement) of revolving credit agreement - - - - -
Capital contributions ............................. - - - - -
Retirement of long-term debt ...................... - - - - -
Issuance of common stock -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - - -
Issuance of long-term debt -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - - -
Net short-term intrasystem financing .............. - - - - -
Increase (decrease) in short-term debt and other
financing activities ............................. (31) 31 - - -
--- ---- --- ---- ---
Net Financing Activities ............................ (31) 31 - - -
Increase in cash and temporary cash investments ..... - 29 29 - 29
Cash and temporary cash investments at
beginning of year .................................. - 79 79 - 79
--- ---- --- ---- ---
Cash and temporary cash investments at
end of year (a) .................................... - 108 108 - 108
=== ==== === ==== ===
Supplemental Disclosures of Cash Flow Information
Cash paid for interest - - - - -
Cash paid for income taxes (net of refunds) (41) (1) (42) - (42)
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 132
F-6B (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Tristar Capital Corporation and Subsidiary
Consolidating Statement of Cash Flows
Year Ended December 31, 1995
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating TCC
TGT TCC Combined Entries Consolidated
--- --- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ (69) (70) (139) 69 (70)
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - 69 69 (69) -
Depreciation and depletion ..................... - - - - -
Deferred income taxes .......................... 35 - 35 - 35
Reapplication of SFAS 71 ....................... - - - - -
Other - net ...................................... 96 - 96 - 96
Changes in Components of working capital:
Accounts receivable ............................ - - - - -
Gas inventory .................................. - - - - -
Prepayments .................................... - - - - -
Accounts payable ............................... - - - - -
Accrued taxes .................................. (37) 5 (32) - (32)
Accrued interest ............................... - - - - -
Estimated rate refunds ......................... - - - - -
Estimated supplier obligations ................. - - - - -
Under/Overrecovered gas costs .................. - - - - -
Exchange gas payable ........................... - - - - -
Other working capital .......................... - - - - -
--- --- ---- --- ---
Net Cash From Operations ........................... 25 4 29 - 29
=== === ==== === ===
</TABLE>
<PAGE> 133
F-1C (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CLG
ASSETS CLNG CLG Combined Entries Consolidated
---- ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - - - - -
Accumulated depreciation and depletion ............ - - - - -
---- ------ ------ ---- ------
Net Gas Utility and Other Plant ................... - - - - -
---- ------ ------ ---- ------
Gas and oil producing properties, full cost method - - - - -
Accumulated depletion ............................. - - - - -
---- ------ ------ ---- ------
Net Gas and Oil Producing Properties .............. - - - - -
---- ------ ------ ---- ------
Net Property, Plant, and Equipment .................. - - - - -
---- ------ ------ ---- ------
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - -
Unconsolidated affiliates ......................... 134 12,744 12,878 (171) 12,707
Assets held for sale .............................. - - - - -
Other ............................................. - - - - -
---- ------ ------ ---- ------
Total Investments and Other Assets .................. 134 12,744 12,878 (171) 12,707
---- ------ ------ ---- ------
Investments in Subsidiaries
Capital stock ..................................... - - - - -
Equity in undistributed earnings of
subsidiaries ..................................... - - - - -
Notes receivable .................................. - - - - -
Other investments ................................. - - - - -
Other receivables - TCO ........................... - - - - -
---- ------ ------ ---- ------
Total Investments in Subsidiaries ................... - - - - -
---- ------ ------ ---- ------
Current Assets
Cash and temporary cash investments ............... 17 319 336 - 336
Accounts receivable, net
Customers ....................................... - - - - -
Intercompany .................................... - 4,233 4,233 - 4,233
Other ........................................... 35 448 483 (35) 448
Income tax refunds ................................ - - - - -
Gas inventory ..................................... - - - - -
Other inventories, at average cost ................ - - - - -
Prepayments ....................................... - 5 5 - 5
Regulatory assets ................................. - - - - -
Other ............................................. - 74 74 - 74
---- ------ ------ ---- ------
Total Current Assets ................................ 52 5,079 5,131 (35) 5,096
---- ------ ------ ---- ------
Deferred Charges .................................... (1) 828 827 - 827
Long-term Regulatory Assets ......................... - - - - -
---- ------ ------ ---- ------
TOTAL ASSETS ........................................ 185 18,651 18,836 (206) 18,630
==== ====== ====== ==== ======
</TABLE>
<PAGE> 134
F-1C (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CLG
CAPITALIZATION AND LIABILITIES CLNG CLG Combined Entries Consolidated
---- -------- -------- ---- ------------
<S> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - -
Subsidiaries - common stock ................... - 4 4 - 4
Additional paid in capital .................... 155 140,584 140,739 (155) 140,584
Retained earnings ............................. 16 (124,947) (124,931) (16) (124,947)
Unearned employee compensation ................ - - - - -
--- -------- -------- ---- --------
Total common stock equity ....................... 171 15,641 15,812 (171) 15,641
Long-term debt .................................. - - - - -
Installment promissory notes payable ............ - - - - -
Other intercompany notes and loans .............. - - - - -
--- -------- -------- ---- --------
Total Capitalization .............................. 171 15,641 15,812 (171) 15,641
--- -------- -------- ---- --------
Current Liabilities
Debt obligations ................................ - - - - -
Accounts and drafts payable ..................... - 35 35 (35) -
Intercompany notes and loans - current maturities - - - - -
Intercompany short-term loans ................... - - - - -
Intercompany accounts payable ................... - 106 106 - 106
Accrued taxes ................................... 14 882 896 - 896
Accrued interest ................................ - 100 100 - 100
Estimated rate refunds .......................... - - - - -
Estimated supplier obligations .................. - - - - -
Transportation and exchange gas payable ......... - - - - -
Deferred income taxes ........................... - - - - -
Regulatory liabilities .......................... - - - - -
Other ........................................... - 554 554 - 554
--- -------- -------- ---- --------
Total Current Liabilities ......................... 14 1,677 1,691 (35) 1,656
--- -------- -------- ---- --------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ - - - - -
Investment tax credits .......................... - - - - -
Postretirement benefits other than pensions ..... - 1,302 1,302 - 1,302
Long-term regulatory liabilities ................ - - - - -
Other ........................................... - 31 31 - 31
--- -------- -------- ---- --------
Total Other Liabilities and Deferred Credits ...... - 1,333 1,333 - 1,333
--- -------- -------- ---- --------
TOTAL CAPITALIZATION AND LIABILITIES .............. 185 18,651 18,836 (206) 18,630
=== ======== ======== ==== ========
</TABLE>
<PAGE> 135
F-2C (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
ASSETS Total Transactions Equity Cost Pool Adjustments
----- ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - - - - -
Accumulated depreciation and depletion ............ - - - - -
---- ---- ---- ---- ----
Net Gas Utility and Other Plant ................... - - - - -
---- ---- ---- ---- ----
Gas and oil producing properties, full cost method - - - - -
Accumulated depletion ............................. - - - - -
---- ---- ---- ---- ----
Net Gas and Oil Producing Properties .............. - - - - -
---- ---- ---- ---- ----
Net Property, Plant, and Equipment .................. - - - - -
---- ---- ---- ---- ----
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - -
Unconsolidated affiliates ......................... (171) (171) - - -
Assets held for sale .............................. - - - - -
Other ............................................. - - - - -
---- ---- ---- ---- ----
Total Investments and Other Assets .................. (171) (171) - - -
---- ---- ---- ---- ----
Investments in Subsidiaries
Capital stock ..................................... - - - - -
Equity in undistributed earnings of
subsidiaries ..................................... - - - - -
Notes receivable .................................. - - - - -
Other investments ................................. - - - - -
Other receivables - TCO ........................... - - - - -
---- ---- ---- ---- ----
Total Investments in Subsidiaries ................... - - - - -
---- ---- ---- ---- ----
Current Assets
Cash and temporary cash investments ............... - - - - -
Accounts receivable, net
Customers ....................................... - - - - -
Intercompany .................................... - - - - -
Other ........................................... (35) (35) - - -
Income tax refunds ................................ - - - - -
Gas inventory ..................................... - - - - -
Other inventories, at average cost ................ - - - - -
Prepayments ....................................... - - - - -
Regulatory assets ................................. - - - - -
Other ............................................. - - - - -
---- ---- ---- ---- ----
Total Current Assets ................................ (35) (35) - - -
---- ---- ---- ---- ----
Deferred Charges .................................... - - - - -
Long-term Regulatory Assets ......................... - - - - -
---- ---- ---- ---- ----
TOTAL ASSETS ........................................ (206) (206) - - -
==== ==== ==== ==== ====
</TABLE>
<PAGE> 136
F-2C (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
CAPITALIZATION AND LIABILITIES Total Transactions Equity Cost Pool Adjustments
----- ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - -
Subsidiaries - common stock ................... - - - - -
Additional paid in capital .................... (155) (155) - - -
Retained earnings ............................. (16) (16) - - -
Unearned employee compensation ................ - - - - -
---- ---- ---- ---- ----
Total common stock equity ....................... (171) (171) - - -
Long-term debt .................................. - - - - -
Installment promissory notes payable ............ - - - - -
Other intercompany notes and loans .............. - - - - -
---- ---- ---- ---- ----
Total Capitalization .............................. (171) (171) - - -
---- ---- ---- ---- ----
Current Liabilities
Debt obligations ................................ - - - - -
Accounts and drafts payable ..................... (35) (35) - - -
Intercompany notes and loans - current maturities - - - - -
Intercompany short-term loans ................... - - - - -
Intercompany accounts payable ................... - - - - -
Accrued taxes ................................... - - - - -
Accrued interest ................................ - - - - -
Estimated rate refunds .......................... - - - - -
Estimated supplier obligations .................. - - - - -
Transportation and exchange gas payable ......... - - - - -
Deferred income taxes ........................... - - - - -
Regulatory liabilities .......................... - - - - -
Other ........................................... - - - - -
---- ---- ---- ---- ----
Total Current Liabilities ......................... (35) (35) - - -
---- ---- ---- ---- ----
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ - - - - -
Investment tax credits .......................... - - - - -
Postretirement benefits other than pensions ..... - - - - -
Long-term regulatory liabilities ................ - - - - -
Other ........................................... - - - - -
---- ---- ---- ---- ----
Total Other Liabilities and Deferred Credits ...... - - - - -
---- ---- ---- ---- ----
TOTAL CAPITALIZATION AND LIABILITIES .............. (206) (206) - - -
==== ==== ==== ==== ====
</TABLE>
<PAGE> 137
F-3C (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CLG
CLNG CLG Combined Entries Consolidated
---- ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... - - - - -
Transportation ..................... - - - - -
Storage ............................ - - - - -
Other .............................. 41 5,800 5,841 (26) 5,815
-- ------ ------ --- ------
Total Operating Revenues ............. 41 5,800 5,841 (26) 5,815
-- ------ ------ --- ------
Operating Expenses
Products purchased ................. - - - - -
Operation .......................... 1 3,606 3,607 - 3,607
Maintenance ........................ - 442 442 - 442
Depreciation and depletion ......... - - - - -
Other taxes ........................ - 140 140 - 140
-- ------ ------ --- ------
Total Operating Expenses ............. 1 4,188 4,189 - 4,189
-- ------ ------ --- ------
Operating Income (Loss) .............. 40 1,612 1,652 (26) 1,626
-- ------ ------ --- ------
Other Income (Deductions)
Interest income and other, net ..... - 873 873 - 873
Interest expense and related charges - (11) (11) - (11)
-- ------ ------ --- ------
Total Other Income (Deductions) ...... - 862 862 - 862
-- ------ ------ --- ------
Income (Loss) before Income Taxes .... 40 2,474 2,514 (26) 2,488
Income Taxes ......................... 14 867 881 - 881
-- ------ ------ --- ------
Net Income (Loss) .................... 26 1,607 1,633 (26) 1,607
== ====== ====== === ======
</TABLE>
<PAGE> 138
F-4C (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Statement of Income Entries
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
----- ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... - - - - -
Transportation ..................... - - - - -
Storage ............................ - - - - -
Other .............................. (26) - (26) - -
--- ---- --- ---- ----
Total Operating Revenues ............. (26) - (26) - -
--- ---- --- ---- ----
Operating Expenses
Products purchased ................. - - - - -
Operation .......................... - - - - -
Maintenance ........................ - - - - -
Depreciation and depletion ......... - - - - -
Other taxes ........................ - - - - -
--- ---- --- ---- ----
Total Operating Expenses ............. - - - - -
--- ---- --- ---- ----
Operating Income (Loss) .............. (26) - (26) - -
--- ---- --- ---- ----
Other Income (Deductions)
Interest income and other, net ..... - - - - -
Interest expense and related charges - - - - -
--- ---- --- ---- ----
Total Other Income (Deductions) ...... - - - - -
--- ---- --- ---- ----
Income (Loss) before Income Taxes .... (26) - (26) - -
Income Taxes ......................... - - - - -
--- ---- --- ---- ----
Net Income (Loss) .................... (26) - (26) - -
=== ==== === ==== ====
</TABLE>
<PAGE> 139
F-5C (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CLG
CLNG CLG Combined Entries Consolidated
---- -------- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year - 4 4 - 4
Common stock issued -
Subsidiaries ............. - - - - -
Dividend reinvestment plan - - - - -
Long-term incentive plan . - - - - -
Public offering .......... - - - - -
Recapitalization -
Reduction in par value ... - - - - -
---- -------- -------- ---- --------
Balance at end of year ..... - 4 4 - 4
---- -------- -------- ---- --------
Additional Paid in Capital
Balance at beginning of year 155 138,493 138,648 (155) 138,493
Common stock issued -
Subsidiaries ............. - - - - -
Dividend reinvestment plan - - - - -
Long-term incentive plan . - - - - -
Public offering .......... - - - - -
Other .................... - - - - -
Recapitalization -
Capital contributions .... - 2,091 2,091 - 2,091
Reduction in par value ... - - - - -
---- -------- -------- ---- --------
Balance at end of year ..... 155 140,584 140,739 (155) 140,584
---- -------- -------- ---- --------
Retained Earnings
Balance at beginning of year (10) (126,554) (126,564) 10 (126,554)
Net income (loss) .......... 26 1,607 1,633 (26) 1,607
Common stock dividends -
CG ....................... - - - - -
Subsidiaries (to CG) ..... - - - - -
Other ...................... - - - - -
---- -------- -------- ---- --------
Balance at end of year ..... 16 (124,947) (124,931) (16) (124,947)
---- -------- -------- ---- --------
Reacquired Capital Stock ..... - - - - -
Unearned Employee Compensation
Balance at beginning of year - - - - -
Adjustment ................. - - - - -
---- -------- -------- ---- --------
Balance at end of year ..... - - - - -
---- -------- -------- ---- --------
TOTAL COMMON STOCK EQUITY .... 171 15,641 15,812 (171) 15,641
==== ======== ======== ==== ========
</TABLE>
<PAGE> 140
F-6C (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CLG
CLNG CLG Combined Entries Consolidated
---- ------- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Net Cash From Operations (refer to F-6C (2 of 2)) ... 3 (8,506) (8,503) - (8,503)
--- ------- ------- ---- -------
Investment Activities
Capital expenditures .............................. - - - - -
Sale of partnership interest ...................... - - - - -
Other investments - net ........................... - 1,729 1,729 - 1,729
--- ------- ------- ---- -------
Net Investment Activities ........................... - 1,729 1,729 - 1,729
--- ------- ------- ---- -------
Financing Activities
Dividends paid .................................... - - - - -
Issuance (retirement) of revolving credit agreement - - - - -
Capital contributions ............................. - - - - -
Retirement of long-term debt ...................... - - - - -
Issuance of common stock -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - - -
Issuance of long-term debt -
Issued by Registrant ............................ - - - - -
Issued by Subsidiary to Registrant .............. - - - - -
Net short-term intrasystem financing .............. - - - - -
Increase (decrease) in short-term debt and other
financing activities ............................. - - - - -
--- ------- ------- ---- -------
Net financing activities ............................ - - - - -
--- ------- ------- ---- -------
Increase in cash and temporary cash investments ..... 3 (6,777) (6,774) - (6,774)
Cash and temporary cash investments at
beginning of year .................................. 14 11,307 11,321 - 11,321
--- ------- ------- ---- -------
Cash and temporary cash investments at
end of year (a) .................................... 17 4,530 4,547 - 4,547
--- ------- ------- ---- -------
Supplemental Disclosures of Cash Flow Information
Cash paid for interest ............................ - (219) (219) - (219)
Cash paid for income taxes (net of refunds) ....... (4) 400 396 - 396
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 141
F-6C (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia LNG Corporation and Subsidiary
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CLG
CLNG CLG Combined Entries Consolidated
---- ------ -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ 26 1,607 1,633 (26) 1,607
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - - - -
Depreciation and depletion ..................... - - - - -
Deferred income taxes .......................... - (259) (259) - (259)
Reapplication of SFAS 71 ....................... - - - - -
Other - net ...................................... (40) (2,069) (2,109) 26 (2,083)
Changes in Components of working capital:
Accounts receivable ............................ 35 148 183 (35) 148
Gas inventory .................................. - - - - -
Prepayments .................................... - 3 3 - 3
Accounts payable ............................... - (158) (158) 35 (123)
Accrued taxes .................................. (18) 679 661 - 661
Accrued interest ............................... - 33 33 - 33
Estimated rate refunds ......................... - - - - -
Estimated supplier obligations ................. - - - - -
Under/Overrecovered gas costs .................. - - - - -
Exchange gas payable ........................... - - - - -
Other working capital .......................... - (8,490) (8,490) - (8,490)
--- ------ ------ --- ------
Net Cash From Operations ........................... 3 (8,506) (8,503) - (8,503)
=== ====== ====== === ======
</TABLE>
<PAGE> 142
F-1D (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CES
ASSETS CEM CSP CES Combined Entries Consolidated
------- ---- -------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - 343 1,807 2,150 - 2,150
Accumulated depreciation and depletion ............ - (22) (569) (591) - (591)
------- ---- -------- -------- ------- --------
Net Gas Utility and Other Plant ................... - 321 1,238 1,559 - 1,559
------- ---- -------- -------- ------- --------
Gas and oil producing properties, full cost method - - - - - -
Accumulated depletion ............................. - - - - - -
------- ---- -------- -------- ------- --------
Net Gas and Oil Producing Properties .............. - - - - - -
------- ---- -------- -------- ------- --------
Net Property, Plant, and Equipment .................. - 321 1,238 1,559 - 1,559
------- ---- -------- -------- ------- --------
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - - -
Unconsolidated affiliates ......................... - - - - - -
Assets held for sale .............................. - - - - - -
Other ............................................. - - - - - -
------- ---- -------- -------- ------- --------
Total Investments and Other Assets .................. - - - - - -
------- ---- -------- -------- ------- --------
Investments in Subsidiaries
Capital stock ..................................... - - 2,010 2,010 (2,010) -
Equity in undistributed earnings of
subsidiaries ..................................... - - (732) (732) 732 -
Notes receivable .................................. - - - - - -
Other investments ................................. - - - - - -
Other receivables - TCO ........................... - - - - - -
------- ---- -------- -------- ------- --------
Total Investments in Subsidiaries ................... - - 1,278 1,278 (1,278) -
------- ---- -------- -------- ------- --------
Current Assets
Cash and temporary cash investments ............... 272 7 8 287 - 287
Accounts receivable, net
Customers ....................................... (30) 92 157,042 157,104 - 157,104
Intercompany .................................... 28,621 167 17,091 45,879 (19,138) 26,741
Other ........................................... - - 492 492 - 492
Income tax refunds ................................ - - - - - -
Gas inventory ..................................... - - - - - -
Other inventories, at average cost ................ - - - - - -
Prepayments ....................................... - - 19,013 19,013 - 19,013
Regulatory assets ................................. - - - - - -
Exchange gas receivable ........................... - - - - - -
Other ............................................. - - 373 373 - 373
------- ---- -------- -------- ------- --------
Total Current Assets ................................ 28,863 266 194,019 223,148 (19,138) 204,010
------- ---- -------- -------- ------- --------
Deferred Charges .................................... - - 175 175 - 175
Long-term Regulatory Assets ......................... - - - - - -
------- ---- -------- -------- ------- --------
TOTAL ASSETS ........................................ 28,863 587 196,710 226,160 (20,416) 205,744
======= ==== ======== ======== ======= ========
</TABLE>
<PAGE> 143
F-1D (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CES
CAPITALIZATION AND LIABILITIES CEM CSP CES Combined Entries Consolidated
------- ------ ------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - - -
Subsidiaries - common stock ................... 1,010 1,000 4,197 6,207 (2,010) 4,197
Additional paid in capital .................... - - 26,336 26,336 - 26,336
Retained earnings ............................. (10) (722) 10,794 10,062 732 10,794
Unearned employee compensation ................ - - - - - -
------- ------ ------- ------- ------- -------
Total common stock equity ....................... 1,000 278 41,327 42,605 (1,278) 41,327
Long-term debt .................................. - - - - - -
Installment promissory notes payable ............ - - - - - -
Other intercompany notes and loans .............. - - - - - -
------- ------ ------- ------- ------- -------
Total Capitalization .............................. 1,000 278 41,327 42,605 (1,278) 41,327
------- ------ ------- ------- ------- -------
Current Liabilities
Debt obligations ................................ - - - - - -
Accounts and drafts payable ..................... 13,519 25 111,315 124,859 - 124,859
Intercompany notes and loans - current maturities - - - - - -
Intercompany short-term loans ................... - - - - - -
Intercompany accounts payable ................... 14,501 198 38,939 53,638 (19,138) 34,500
Accrued taxes ................................... (157) (381) 1,523 985 - 985
Accrued interest ................................ - - 8 8 - 8
Estimated rate refunds .......................... - - - - - -
Estimated supplier obligations .................. - - - - - -
Transportation and exchange gas payable ......... - - - - - -
Deferred income taxes ........................... - - - - - -
Regulatory liabilities .......................... - - - - - -
Other ........................................... - 467 1,799 2,266 - 2,266
------- ------ ------- ------- ------- -------
Total Current Liabilities ......................... 27,863 309 153,584 181,756 (19,138) 162,618
------- ------ ------- ------- ------- -------
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ - - 875 875 - 875
Investment tax credits .......................... - - - - - -
Postretirement benefits other than pensions ..... - - 104 104 - 104
Long-term regulatory liabilities ................ - - - - - -
Other ........................................... - - 820 820 - 820
------- ------ ------- ------- ------- -------
Total Other Liabilities and Deferred Credits ...... - - 1,799 1,799 - 1,799
------- ------ ------- ------- ------- -------
TOTAL CAPITALIZATION AND LIABILITIES .............. 28,863 587 196,710 226,160 (20,416) 205,744
======= ====== ======= ======= ======= =======
</TABLE>
<PAGE> 144
F-2D (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
------- ------------ ------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Property, Plant and Equipment
Gas utility and other plant, at original cost ..... - - - - -
Accumulated depreciation and depletion ............ - - - - -
------- ------- ------ ---- ----
Net Gas Utility and Other Plant ................... - - - - -
------- ------- ------ ---- ----
Gas and oil producing properties, full cost method - - - - -
Accumulated depletion ............................. - - - - -
------- ------- ------ ---- ----
Net Gas and Oil Producing Properties .............. - - - - -
------- ------- ------ ---- ----
Net Property, Plant, and Equipment .................. - - - - -
------- ------- ------ ---- ----
Investments and Other Assets
Accounts receivable - noncurrent .................. - - - - -
Unconsolidated affiliates ......................... - - - - -
Assets held for sale .............................. - - - - -
Other ............................................. - - - - -
------- ------- ------ ---- ----
Total Investments and Other Assets .................. - - - - -
------- ------- ------ ---- ----
Investments in Subsidiaries
Capital stock ..................................... (2,010) - (2,010) - -
Equity in undistributed earnings of ............... -
subsidiaries ..................................... 732 - 732 - -
Notes receivable .................................. - - - - -
Other investments ................................. - - - - -
Other receivables - TCO ........................... - - - - -
------- ------- ------ ---- ----
Total Investments in Subsidiaries ................... (1,278) - (1,278) - -
------- ------- ------ ---- ----
Current Assets
Cash and temporary cash investments ............... - - - - -
Accounts receivable, net
Customers ....................................... - - - - -
Intercompany .................................... (19,138) (19,138) - - -
Other ........................................... - - - - -
Income tax refunds ................................ - - - - -
Gas inventory ..................................... - - - - -
Other inventories, at average cost ................ - - - - -
Prepayments ....................................... - - - - -
Regulatory assets ................................. - - - - -
Exchange gas receivable ........................... - - - - -
Other ............................................. - - - - -
------- ------- ------ ---- ----
Total Current Assets ................................ (19,138) (19,138) - - -
------- ------- ------ ---- ----
Deferred Charges .................................... - - - - -
Long-term Regulatory Assets ......................... - - - - -
------- ------- ------ ---- ----
TOTAL ASSETS ........................................ (20,416) (19,138) (1,278) - -
======= ======= ====== ==== ====
</TABLE>
<PAGE> 145
F-2D (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Balance Sheet Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
------- ------------ ------ --------- -----------
CAPITALIZATION AND LIABILITIES
<S> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) - - - - -
Subsidiaries - common stock ................... (2,010) - (2,010) - -
Additional paid in capital .................... - - - - -
Retained earnings ............................. 732 - 732 - -
Unearned employee compensation ................ - - - - -
------- ------- ------ ---- ----
Total common stock equity ....................... (1,278) - (1,278) - -
Long-term debt .................................. - - - - -
Installment promissory notes payable ............ - - - - -
Other intercompany notes and loans .............. - - - - -
------- ------- ------ ---- ----
Total Capitalization .............................. (1,278) - (1,278) - -
------- ------- ------ ---- ----
Current Liabilities
Debt obligations ................................ - - - - -
Accounts and drafts payable ..................... - - - - -
Intercompany notes and loans - current maturities - - - - -
Intercompany short-term loans ................... - - - - -
Intercompany accounts payable ................... (19,138) (19,138) - - -
Accrued taxes ................................... - - - - -
Accrued interest ................................ - - - - -
Estimated rate refunds .......................... - - - - -
Estimated supplier obligations .................. - - - - -
Transportation and exchange gas payable ......... - - - - -
Deferred income taxes ........................... - - - - -
Regulatory liabilities .......................... - - - - -
Other ........................................... - - - - -
------- ------- ------ ---- ----
Total Current Liabilities ......................... (19,138) (19,138) - - -
------- ------- ------ ---- ----
Other Liabilities and Deferred Credits
Income taxes, noncurrent ........................ - - - - -
Investment tax credits .......................... - - - - -
Postretirement benefits other than pensions ..... - - - - -
Long-term regulatory liabilities ................ - - - - -
Other ........................................... - - - - -
------- ------- ------ ---- ----
Total Other Liabilities and Deferred Credits ...... - - - - -
------- ------- ------ ---- ----
TOTAL CAPITALIZATION AND LIABILITIES .............. (20,416) (19,138) (1,278) - -
======= ======= ====== ==== ====
</TABLE>
<PAGE> 146
F-3D (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Income Statement as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CES
CEM CSP CES Combined Entries Consolidated
------- ------ -------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... 85,034 - 687,785 772,819 (45,022) 727,797
Transportation ..................... - - - - - -
Storage ............................ - - - - - -
Other .............................. - 191 - 191 - 191
------- ------ -------- -------- ------- --------
Total Operating Revenues ............. 85,034 191 687,785 773,010 (45,022) 727,988
------- ------ -------- -------- ------- --------
Operating Expenses
Products purchased ................. 85,825 34 670,698 756,557 (45,022) 711,535
Operation .......................... - 1,213 9,992 11,205 - 11,205
Maintenance ........................ - - - - - -
Depreciation and depletion ......... - 22 307 329 - 329
Other taxes ........................ - 44 353 397 - 397
------- ------ -------- -------- ------- --------
Total Operating Expenses ............. 85,825 1,313 681,350 768,488 (45,022) 723,466
------- ------ -------- -------- ------- --------
Operating Income (Loss) .............. (791) (1,122) 6,435 4,522 - 4,522
------- ------ -------- -------- ------- --------
Other Income (Deductions)
Interest income and other, net ..... 530 11 735 1,276 - 1,276
Interest expense and related charges - - (902) (902) 881 (21)
------- ------ -------- -------- ------- --------
Total Other Income (Deductions) ...... 530 11 (167) 374 881 1,255
------- ------ -------- -------- ------- --------
Income (Loss) before Income Taxes .... (261) (1,111) 6,268 4,896 881 5,777
Income Taxes ......................... (102) (389) 2,853 2,362 - 2,362
------- ------ -------- -------- ------- --------
Net Income (Loss) .................... (159) (722) 3,415 2,534 881 3,415
======= ====== ======== ======== ======= ========
</TABLE>
<PAGE> 147
F-4D (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Income Statement Entries as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
Total Transactions Equity Cost Pool Adjustments
------- ------------ ------ --------- -----------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales .......................... (45,022) (45,022) - - -
Transportation ..................... - - - - -
Storage ............................ - - - - -
Other .............................. - - - - -
------- ------- --- ---- ----
Total Operating Revenues ............. (45,022) (45,022) - - -
------- ------- --- ---- ----
Operating Expenses
Products purchased ................. (45,022) (45,022) - - -
Operation .......................... - - - - -
Maintenance ........................ - - - - -
Depreciation and depletion ......... - - - - -
Other taxes ........................ - - - - -
------- ------- --- ---- ----
Total Operating Expenses ............. (45,022) (45,022) - - -
------- ------- --- ---- ----
Operating Income (Loss) .............. - - - - -
------- ------- --- ---- ----
Other Income (Deductions)
Interest income and other, net ..... - (881) 881 - -
Interest expense and related charges 881 881 - - -
------- ------- --- ---- ----
Total Other Income (Deductions) ...... 881 - 881 - -
------- ------- --- ---- ----
Income (Loss) before Income Taxes .... 881 - 881 - -
Income Taxes ......................... - - - - -
------- ------- --- ---- ----
Net Income (Loss) .................... 881 - 881 - -
======= ======= === ==== ====
</TABLE>
<PAGE> 148
F-5D (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Statement of Common Stock Equity as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CES
CEM CSP CES Combined Entries Consolidated
------ ------ ------ --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year 1,010 - 4,197 5,207 (1,010) 4,197
Common stock issued -
Subsidiaries ............. - 1,000 - 1,000 (1,000) -
Dividend reinvestment plan - - - - - -
Long-term incentive plan . - - - - - -
Public offering .......... - - - - - -
Recapitalization - ......... - - - - -
Reduction in par value ... - - - - - -
------ ------ ------ ------ ------ ------
Balance at end of year ...... 1,010 1,000 4,197 6,207 (2,010) 4,197
------ ------ ------ ------ ------ ------
Additional Paid in Capital
Balance at beginning of year - - 26,336 26,336 - 26,336
Common stock issued -
Subsidiaries ............. - - - - - -
Dividend reinvestment plan - - - - - -
Long-term incentive plan . - - - - - -
Public offering .......... - - - - - -
Other .................... - - - - - -
Recapitalization -
Debt issuance ............ - - - - - -
Dividends paid ........... - - - - - -
Capital contributions .... - - - - - -
Reduction in par value ... - - - - - -
------ ------ ------ ------ ------ ------
Balance at end of year ...... - - 26,336 26,336 - 26,336
------ ------ ------ ------ ------ ------
Retained Earnings
Balance at beginning of year 149 - 7,379 7,528 (149) 7,379
Net income (loss) ........... (159) (722) 3,415 2,534 881 3,415
Common stock dividends -
CG ....................... - - - - - -
Subsidiaries (to CG) ..... - - - - - -
Other ...................... - - - - - -
------ ------ ------ ------ ------ ------
Balance at end of year ...... (10) (722) 10,794 10,062 732 10,794
------ ------ ------ ------ ------ ------
Reacquired Capital Stock ..... - - - - - -
Unearned Employee Compensation
Balance at beginning of year - - - - - -
Adjustment ................. - - - - - -
------ ------ ------ ------ ------ ------
Balance at end of year ...... - - - - - -
------ ------ ------ ------ ------ ------
TOTAL COMMON STOCK EQUITY .... 1,000 278 41,327 42,605 (1,278) 41,327
====== ====== ====== ====== ====== ======
</TABLE>
<PAGE> 149
F-6D (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Statement of Cash Flows as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CES
CEM CSP CES Combined Entries Consolidated
------- ------ ------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net Cash From Operations (refer to F-6D (2 of 2)) ... 16,993 (168) (40,021) (23,196) - (23,196)
------- ------ ------- ------- ------ -------
Investment Activities
Capital expenditures .............................. - (343) (462) (805) - (805)
Sale of partnership interest ...................... - - - - - -
Other investments - net ........................... - - - - - -
------- ------ ------- ------- ------ -------
Net Investment Activities ........................... - (343) (462) (805) - (805)
------- ------ ------- ------- ------ -------
Financing Activities
Dividends paid .................................... - - - - - -
Issuance (retirement) of revolving credit agreement - - - - - -
Capital contributions ............................. - - - - - -
Retirement of long-term debt ...................... - - (169) (169) - (169)
Issuance of common stock -
Issued by Registrant ............................ - - - - - -
Issued by Subsidiary to Registrant .............. - 1,000 25,000 26,000 (1,000) 25,000
Issuance of long-term debt - ...................... -
Issued by Registrant ............................ - - - - - -
Issued by Subsidiary to Registrant .............. - - - - - -
Net short-term intrasystem financing .............. - - - - - -
Increase (decrease) in short-term debt and other
financing activities ............................. (2,032) 15 3,423 1,406 - 1,406
------- ------ ------- ------- ------ -------
Net Financing Activities ............................ (2,032) 1,015 28,254 27,237 (1,000) 26,237
------- ------ ------- ------- ------ -------
Increase in cash and temporary cash investments ..... 14,961 504 (12,229) 3,236 (1,000) 2,236
Cash and temporary cash investments at
beginning of year .................................. 1,959 - (135) 1,824 - 1,824
------- ------ ------- ------- ------ -------
Cash and temporary cash investments at
end of year (a) ................................... 16,920 504 (12,364) 5,060 (1,000) 4,060
======= ====== ======= ======= ====== =======
Supplemental Disclosures of Cash Flow Information
Cash paid for interest ............................ (327) (7) (433) (767) - (767)
Cash paid for income taxes (net of refunds) ....... 56 - 2,748 2,804 - 2,804
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 150
F-6D (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Energy Services Corporation and Subsidiaries
Consolidating Statement of Cash Flows as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CES
CEM CSP CES Combined Entries Consolidated
------- ---- -------- --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss) ................................ (159) (722) 3,415 2,534 881 3,415
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries - - 881 881 (881) -
Depreciation and depletion ..................... - 22 307 329 - 329
Deferred income taxes .......................... - - (56) (56) - (56)
Other - net ...................................... 2,026 991 (1,302) 1,715 - 1,715
Changes in Components of working capital:
Accounts receivable ............................ (4,512) (164) (135,045) (139,721) - (139,721)
Gas inventory .................................. - - - - - -
Prepayments .................................... - - (16,405) (16,405) - (16,405)
Accounts payable ............................... 19,893 86 105,210 125,189 - 125,189
Accrued taxes .................................. (252) (381) 1,214 581 - 581
Accrued interest ............................... - - 4 4 - 4
Estimated rate refunds ......................... - - - - - -
Estimated supplier obligations ................. - - - - - -
Under/Overrecovered gas costs .................. - - - - - -
Exchange gas payable ........................... - - - - - -
Other working capital .......................... (3) - 1,756 1,753 - 1,753
------- ---- -------- -------- ---- --------
Net Cash From Operations ........................... 16,993 (168) (40,021) (23,196) - (23,196)
======= ==== ======== ======== ==== ========
</TABLE>
<PAGE> 151
F-1E (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidated Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consolidating CNS
ASSETS CMC CNS Combined Entries Consolidated
----- ----- ----------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Property, Plant and Equipment
Gas utility and other plant, at original cost............ 230 -- 230 -- 230
Accumulated depreciation and depletion................... (2) -- (2) -- (2)
----- ----- ------ --------- ------
Net Gas Utility and Other Plant.......................... 228 -- 228 -- 228
----- ----- ------ --------- ------
Gas and oil producing properties, full cost method....... -- -- -- -- --
Accumulated depletion.................................... -- -- -- -- --
----- ----- ------ --------- ------
Net Gas and Oil Producing Properties..................... -- -- -- -- --
----- ----- ------ --------- ------
Net Property, Plant, and Equipment......................... 228 -- 228 -- 228
----- ----- ------ --------- ------
Investments and Other Assets
Accounts receivable - noncurrent......................... -- -- -- -- --
Unconsolidated affiliates................................ -- -- -- -- --
Assets held for sale..................................... -- -- -- -- --
Other.................................................... -- -- -- -- --
----- ----- ------ --------- ------
Total Investments and Other Assets......................... -- -- -- -- --
----- ----- ------ --------- ------
Investments in Subsidiaries
Capital stock............................................ -- 300 300 (300) --
Equity in undistributed earnings of subsidiaries......... -- -- -- -- --
Notes receivable......................................... -- -- -- -- --
Other investments........................................ -- -- -- -- --
Other receivables - TCO.................................. -- -- -- -- --
----- ----- ------ --------- ------
Total Investments in Subsidiaries.......................... -- 300 300 (300) --
----- ----- ------ --------- ------
Current Assets
Cash and temporary cash investments...................... 62 280 342 -- 342
Accounts receivable, net
Customers.............................................. -- -- -- -- --
Intercompany........................................... -- -- -- -- --
Other.................................................. 28 -- 28 -- 28
Income tax refunds....................................... -- -- -- -- --
Gas inventory............................................ -- -- -- -- --
Other inventories, at average cost....................... -- -- -- -- --
Prepayments.............................................. -- -- -- -- --
Current regulatory assets................................ -- -- -- -- --
Other.................................................... 21 7 28 -- 28
----- ----- ------ --------- ------
Total Current Assets....................................... 111 287 398 -- 398
----- ----- ------ --------- ------
Deferred charges........................................... 4 -- 4 -- 4
Long-term Regulatory Assets................................ -- -- -- -- --
----- ----- ------ --------- ------
TOTAL ASSETS............................................... 343 587 930 (300) 630
===== ===== ====== ========= ======
</TABLE>
<PAGE> 152
F-1E (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidated Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consolidating CNS
CMC CNS Combined Entries Consolidated
-------- -------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares outstanding) ........ - - - - -
Subsidiaries - common stock ............................ 300 600 900 (300) 600
Additional paid in capital ............................. - - - - -
Retained earnings ...................................... (34) (13) (47) - (47)
Unearned employee compensation ......................... - - - - -
----- ----- ----- ----- -----
Total common stock equity ................................ 266 587 853 (300) 553
Long-term debt ........................................... - - - - -
Installment promissory notes payable ..................... - - - - -
Other intercompany notes and loans ....................... - - - - -
----- ----- ----- ----- -----
Total Capitalization ....................................... 266 587 853 (300) 553
----- ----- ----- ----- -----
Current Liabilities
Debt obligations ......................................... - - - - -
Accounts and drafts payable .............................. 25 - 25 - 25
Intercompany notes and loans - current maturities ........ - - - - -
Intercompany short-term loans ............................ - - - - -
Intercompany accounts payable ............................ 35 - 35 - 35
Accrued taxes ............................................ 1 - 1 - 1
Accrued interest ......................................... - - - - -
Estimated rate refunds ................................... - - - - -
Estimated supplier obligations ........................... - - - - -
Transportation and exchange gas payable .................. - - - - -
Deferred income taxes .................................... - - - - -
Current regulatory liabilities ........................... - - - - -
Other .................................................... 8 - 8 - 8
----- ----- ----- ----- -----
Total Current Liabilities .................................. 69 - 69 - 69
----- ----- ----- ----- -----
Other Liabilities and Deferred Credits
Income taxes, noncurrent ................................. - - - - -
Investment tax credits ................................... - - - - -
Postretirement benefits other than pensions .............. - - - - -
Long-term regulatory liabilities ......................... - - - - -
Other .................................................... 8 - 8 - 8
----- ----- ----- ----- -----
Total Other Liabilities and Deferred Credits ............... 8 - 8 - 8
----- ----- ----- ----- -----
TOTAL CAPITALIZATION AND LIABILITIES ....................... 343 587 930 (300) 630
===== ===== ===== ===== =====
</TABLE>
<PAGE> 153
F-2E (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidated Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consoli- Entry No. 4
Intercompany Subsidiary dated Full Elimination/
ASSETS Total Transactions Equity Cost Pool Adjustments
----- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Property, Plant and Equipment
Gas utility and other plant, at original cost ................ -- -- -- -- --
Accumulated depreciation and depletion ....................... -- -- -- -- --
---- ---- ---- ---- ----
Net Gas Utility and Other Plant .............................. -- -- -- -- --
---- ---- ---- ---- ----
Gas and oil producing properties, full cost method ........... -- -- -- -- --
Accumulated depletion ........................................ -- -- -- -- --
---- ---- ---- ---- ----
Net Gas and Oil Producing Properties ......................... -- -- -- -- --
---- ---- ---- ---- ----
Net Property, Plant, and Equipment ............................. -- -- -- -- --
---- ---- ---- ---- ----
Investments and Other Assets
Accounts receivable - noncurrent ............................. -- -- -- -- --
Unconsolidated affiliates .................................... -- -- -- -- --
Assets held for sale ......................................... -- -- -- -- --
Other ........................................................ -- -- -- -- --
---- ---- ---- ---- ----
Total Investments and Other Assets ............................. -- -- -- -- --
---- ---- ---- ---- ----
Investments in Subsidiaries
Capital stock ................................................ (300) -- (300) -- --
Equity in undistributed earnings of subsidiaries ............. -- -- -- -- --
Notes receivable ............................................. -- -- -- -- --
Other investments ............................................ -- -- -- -- --
Other receivables - TCO ...................................... -- -- -- -- --
---- ---- ---- ---- ----
Total Investments in Subsidiaries .............................. (300) -- (300) -- --
---- ---- ---- ---- ----
Current Assets
Cash and temporary cash investments .......................... -- -- -- -- --
Accounts receivable, net
Customers .................................................. -- -- -- -- --
Intercompany ............................................... -- -- -- -- --
Other ...................................................... -- -- -- -- --
Income tax refunds ........................................... -- -- -- -- --
Gas inventory ................................................ -- -- -- -- --
Other inventories, at average cost ........................... -- -- -- -- --
Prepayments .................................................. -- -- -- -- --
Current regulatory assets .................................... -- -- -- -- --
Other ........................................................ -- -- -- -- --
---- ---- ---- ---- ----
Total Current Assets ........................................... -- -- -- -- --
---- ---- ---- ---- ----
Deferred Charges ............................................... -- -- -- -- --
Long-term Regulatory Assets .................................... -- -- -- -- --
---- ---- ---- ---- ----
TOTAL ASSETS ................................................... (300) -- (300) -- --
==== ==== ==== ==== ====
</TABLE>
<PAGE> 154
F-2E (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidated Balance Sheet as of December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consolidated Entry No. 4
Intercompany Subsidiary Full Cost Elimination/
CAPITALIZATION AND LIABILITIES Total Transactions Equity Pool Adjustments
----------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Capitalization
Common Stock Equity
The Columbia Gas System, Inc. - common stock,
$10 par value (55,263,659 shares
outstanding)................................ - - - - -
Subsidiaries - common stock.................. (300) - (300) - -
Additional paid in capital................... - - - - -
Retained earnings............................ - - - - -
Unearned employee compensation............... - - - - -
----------- ------------- ----------- -------------- ------------
Total common stock equity...................... (300) - (300) - -
Long-term debt................................. - - - - -
Installment promissory notes payable........... - - - - -
Other intercompany notes and loans............. - - - - -
----------- ------------- ----------- -------------- ------------
Total Capitalization............................. (300) - (300) - -
----------- ------------- ----------- -------------- ------------
Current Liabilities
Debt obligations............................... - - - - -
Accounts and drafts payable.................... - - - - -
Intercompany notes and loans -- current
maturities .................................. - - - - -
Intercompany short-term loans.................. - - - - -
Intercompany accounts payable.................. - - - - -
Accrued taxes.................................. - - - - -
Accrued interest............................... - - - - -
Estimated rate refunds......................... - - - - -
Estimated supplier obligations................. - - - - -
Transportation and exchange gas payable........ - - - - -
Deferred income taxes.......................... - - - - -
Current regulatory liabilities................. - - - - -
Other.......................................... - - - - -
----------- ------------- ----------- -------------- ------------
Total Current Liabilities........................ - - - - -
----------- ------------- ----------- -------------- ------------
Other Liabilities and Deferred Credits
Income taxes, noncurrent....................... - - - - -
Investment tax credits......................... - - - - -
Postretirement benefits other than pensions.... - - - - -
Long-term regulatory liabilities............... - - - - -
Other.......................................... - - - - -
----------- ------------- ----------- -------------- ------------
Total Other Liabilities and Deferred Credits..... - - - - -
----------- ------------- ----------- -------------- ------------
TOTAL CAPITALIZATION AND LIABILITIES............. (300) - (300) - -
=========== ============= =========== ============== ============
</TABLE>
<PAGE> 155
F-3E (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consolidating CNS
CMC CMS Combined Entries Consolidated
------------ ------------ ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales................................... - - - - -
Transportation.............................. - - - - -
Storage..................................... - - - - -
Other....................................... 91 - 91 - 91
------------ ------------ ------------- -------------- ------------
Total Operating Revenues...................... 91 - 91 - 91
------------ ------------ ------------- ---------------- ------------
Operating Expenses
Products purchased.......................... - - - - -
Operation................................... 139 20 159 - 159
Maintenance................................. - - - - -
Depreciation and depletion.................. 3 - 3 - 3
Other taxes................................. 4 - 4 - 4
------------ ------------ ------------- ---------------- ------------
Total Operating Expenses...................... 146 20 166 - 166
------------ ------------ ------------- ---------------- ------------
Operating Income (Loss)....................... (55) (20) (75) - (75)
============ ============ ============= ================ ============
Other Income (Deductions)
Interest income and other, net.............. - - - - -
Interest expense and related charges........ - - - - -
------------ ------------ ------------- ---------------- ------------
Total Other Income (Deductions)............... - - - - -
------------ ------------ ------------- ---------------- ------------
Income (Loss) before Income Taxes and
Extraordinary Items......................... (55) (20) (75) - (75)
Income Taxes.................................. (21) (7) (28) - (28)
------------ ------------ ------------- ---------------- ------------
Net Income (Loss)............................. (34) (13) (47) - (47)
============ ============ ============= ================ ============
</TABLE>
<PAGE> 156
F-4E (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidating Statement of Income
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Entry No. 3
Entry No. 1 Entry No. 2 Adjust to
Eliminate Eliminate Consolidated Entry No. 4
Intercompany Subsidiary Full Elimination/
Total Transactions Equity Cost Pool Adjustments
--------- ------------ ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Gas sales ................................................. - - - - -
Transportation ............................................ - - - - -
Storage ................................................... - - - - -
Other ..................................................... - - - - -
--------- ------------ ----------- ------------ ------------
Total Operating Revenues .................................... - - - - -
--------- ------------ ----------- ------------ ------------
Operating Expenses
Products purchased ........................................ - - - - -
Operation ................................................. - - - - -
Maintenance ............................................... - - - - -
Depreciation and depletion ................................ - - - - -
Other taxes ............................................... - - - - -
--------- ------------ ----------- ------------ ------------
Total Operating Expenses .................................... - - - - -
--------- ------------ ----------- ------------ ------------
Operating Income (Loss) ..................................... - - - - -
--------- ------------ ----------- ------------ ------------
Other Income (Deductions)
Interest income and other, net ............................ - - - - -
Interest expense and related charges ...................... - - - - -
--------- ------------ ----------- ------------ ------------
Total Other Income (Deductions) ............................. - - - - -
--------- ------------ ----------- ------------ ------------
Income (loss) before Income Taxes and Extraordinary Items ... - - - - -
Income Taxes ................................................ - - - - -
--------- ------------ ----------- ------------ ------------
Net Income (Loss) ........................................... - - - - -
========= ============ =========== ============ ============
</TABLE>
<PAGE> 157
F-5E (1 of 1)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidating Statement of Common Stock Equity
Year Ended December 31, 1996
(Not covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consoli-
dating CNS
CMC CNS Combined Entries Consolidated
--- --- -------- -------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock
Balance at beginning of year ............................... 300 600 900 (300) 600
Common stock issued -
Subsidiaries ............................................. - - - - -
Dividend reinvestment plan ............................... - - - - -
Long-term incentive plan ................................. - - - - -
Public offering .......................................... - - - - -
Recapitalization -
Reduction in par value ................................... - - - - -
--- --- --- ---- ---
Balance at end of year ..................................... 300 600 900 (300) 600
--- --- --- ---- ---
Additional Paid in Capital
Balance at beginning of year .............................. - - - - -
Common stock issued -
Subsidiaries ............................................ - - - - -
Dividend reinvestment plan .............................. - - - - -
Long-term incentive plan ................................ - - - - -
Public offering ......................................... - - - - -
Other ................................................... - - - - -
Recapitalization -
Debt issuance ........................................... - - - - -
Dividends paid .......................................... - - - - -
Capital contributions ................................... - - - - -
Reduction in par value .................................. - - - - -
--- --- --- ---- ---
Balance at end of year .................................... - - - - -
--- --- --- ---- ---
Retained Earnings
Balance at beginning of year .............................. - - - - -
Net income (loss) ......................................... (34) (13) (47) - (47)
Common stock dividends -
CG ...................................................... - - - - -
Subsidiaries (to CG) .................................... - - - - -
Other ..................................................... - - - - -
--- --- --- ---- ---
Balance at end of year..................................... (34) (13) (47) - (47)
--- --- --- ---- ---
Reacquired Capital Stock .................................... - - - - -
Unearned Employee Compensation
Balance at beginning of year .............................. - - - - -
Adjustment ................................................ - - - - -
--- --- --- ---- ---
Balance at end of year .................................... - - - - -
--- --- --- ---- ---
TOTAL COMMON STOCK EQUITY ................................... 266 587 853 (300) 553
=== === === ==== ===
</TABLE>
<PAGE> 158
F-6E (1 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consolidating CNS
CMC CNS Combined Entries Consolidated
----- ----- -------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net Cash From Operations (refer to F-6E (2 of 2))........... (8) (20) (28) - (28)
----- ----- ----- ----- -----
Investment Activities
Capital expenditures ...................................... (230) - (230) - (230)
Other investments - net ................................... - - - - -
----- ----- ----- ----- -----
Net Investment Activities ................................... (230) - (230) - (230)
----- ----- ----- ----- -----
Financing Activities
Dividends paid ............................................ - - - - -
Issuance (retirement) of revolving credit agreement ....... - - - - -
Retirement of long-term debt .............................. - - - - -
Issuance of common stock -
Issued by Registrant .................................... 300 (300) - - -
Issued by Subsidiary to Registrant ...................... - 600 600 - 600
Issuance of long-term debt -
Issued by Registrant .................................... - - - - -
Issued by Subsidiary to Registrant ...................... - - - - -
Net short-term intrasystem financing ...................... - - - - -
Increase (decrease) in short-term debt and other
financing activities .................................... - - - - -
----- ----- ----- ----- -----
Net Financing Activities .................................... 300 300 600 - 600
----- ----- ----- ----- -----
Increase in cash and temporary cash investments ............. 62 280 342 - 342
Cash and temporary cash investments at
beginning of year ......................................... - - - - -
----- ----- ----- ----- -----
Cash and temporary cash investments at
end of year (a) ........................................... 62 280 342 - 342
===== ===== ===== ===== =====
Supplemental Disclosures of Cash Flows Information
Cash paid for interest .................................... - - - - -
Cash paid for income taxes (net of refunds) ............... - - - - -
</TABLE>
(a) The Corporation considers all highly liquid debt instruments to be cash
equivalents. Balance includes intercompany money pool balances, which are
reported as intercompany accounts receivable on the balance sheet.
<PAGE> 159
F-6E (2 of 2)
THE COLUMBIA GAS SYSTEM, INC. AND SUBSIDIARIES
Columbia Network Services Corporation and Subsidiary
Consolidating Statement of Cash Flows
Year Ended December 31, 1996
(Not Covered by Report of Independent Public Accountants)
($ Thousands)
<TABLE>
<CAPTION>
Consolidating CNS
CMC CNS Combined Entries Consolidated
---- ---- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Net Income Reconciliation
Net income (loss)..................................... (34) (13) (47) -- (47)
Items not requiring (providing) cash:
Equity in undistributed earnings of subsidiaries ... -- -- -- -- --
Depreciation and depletion.......................... 3 -- 3 -- 3
Deferred income taxes............................... (21) (7) (28) -- (28)
Reapplication of SFAS 71............................ -- -- -- -- --
Other--net.......................................... (5) -- (5) -- (5)
Changes in Components of working capital:
Accounts receivable................................. (28) -- (28) -- (28)
Gas inventory....................................... -- -- -- -- --
Prepayments......................................... -- -- -- -- --
Accounts payable.................................... 51 -- 61 -- 61
Accrued taxes....................................... 1 -- 1 -- 1
Accrued interest.................................... -- -- -- -- --
Estimated rate refunds.............................. -- -- -- -- --
Estimated supplier obligations...................... -- -- -- -- --
Under/Overrecovered gas costs....................... -- -- -- -- --
Exchange gas payable................................ -- -- -- -- --
Other working capital............................... 15 -- 15 -- 15
---- ---- ---- ---- ----
Net Cash From Operations................................ (8) (20) (28) -- (28)
==== ==== ==== ==== ====
</TABLE>
<PAGE> 1
Exhibit 1-A
Page 1
CERTIFICATE OF INCORPORATION
OF
COLUMBIA SERVICE PARTNERS, INC.
* * * * * *
FIRST. The name of the Corporation is COLUMBIA SERVICE
PARTNERS, INC.
SECOND. The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered
agent at such address is The Corporation Trust Company.
THIRD. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH. The Corporation is authorized to issue only one class
of stock, to wit: Common Stock. The total number of shares of Common Stock
which the Corporation shall have authority to issue is Three Thousand (3,000)
all of which are to have a par value of One Dollar ($1.00) per share.
FIFTH. The name and mailing address of the incorporator is
Arthur W. Iler, 20 Montchanin Road, Wilmington, DE 19807. The powers of the
incorporator are to terminate upon the election of directors of the
Corporation.
SIXTH. The Corporation is to have perpetual existence.
SEVENTH. For the management of the business and for the
conduct of the affairs of the Corporation, it is further provided:
1. The number of directors of the Corporation shall be as
from time to time fixed by, or in the manner provided in, the By-Laws. The
directors need not be stockholders of the Corporation.
<PAGE> 2
Exhibit 1-A
Page 2
2. In furtherance, and not in limitation, of the powers
conferred by statute, the Board of Directors is expressly authorized:
a. to make, alter or repeal By-Laws of the
Corporation, subject to the power of the stockholders of the Corporation to
alter or repeal any By-Laws whether adopted by the stockholders or otherwise.
b. to exercise the powers and authorities as are
provided in the By-Laws then in effect, subject to applicable limitations as
provided in such By-Laws.
EIGHTH. Meetings of stockholders may be held within or
without the State of Delaware, as the By-Laws may provide. The books of the
corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the board of directors or in the By-Laws of the corporation.
The election of directors need not be by written ballot except to the extent
provided in the By-Laws of the corporation.
NINTH. The Corporation reserves the right to restate this
Certificate of Incorporation and to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all rights and powers conferred herein on
stockholders, directors and officers are subject to this reserved power.
TENTH. A director of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent such exemption from
liability or limitation thereof is not permitted under the General Corporation
Law of the State of Delaware as the same exists or may hereafter be amended.
Any amendment, modification or repeal of the foregoing sentence by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation in respect of any act, omission
occurring prior to the time of such amendment, modification or repeal.
The undersigned incorporator hereby acknowledges that the
foregoing Certificate of Incorporation is his act and deed this 21st day of
March, 1996.
2
<PAGE> 3
Exhibit 1-A
Page 3
------------------------------
Arthur W. Iler
3
<PAGE> 1
Exhibit 1-B
Page 1 of 10
BY-LAWS
of
ATLANTIC ENERGY, INC.
April 17, 1995
------------------
ARTICLE I
Stockholders
Section 1.1 Annual Meeting. The date of the annual meeting of
the stockholders of the corporation, for the election of directors and for the
transaction of any other proper business which may be considered at such
meeting, shall be held on such date as may be designated from time to time by
the Board of Directors and stated in the Notice of the Meeting, or if not so
designated , shall be held on the first Tuesday in April in each year, or if
such day is a legal holiday, then such meeting shall be held on the next day
thereafter that is not a legal holiday. The annual meeting in each year shall
be held at such hour on said day and at such place within or without the State
of Delaware as may be fixed by the board of directors, or if not so fixed, at
the offices of Commonwealth Propane, Inc. in the County of Chesterfield,
Virginia.
Section 1.2 Special Meetings. A special meeting of the
holders of stock of the corporation entitled to vote on any business to be
considered at any such meeting may be called by the President or the Secretary
when directed to do so by resolution of the board of directors or at the
written request of directors representing a majority of the whole board or at
the written request of the holders of stock representing a majority of the
voting power of the corporation entitled to vote at such meeting. Any such
request shall state the purpose or purposes of the proposed meeting.
Section 1.3 Notice of Meetings . Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.
Unless otherwise provided by law, and except as to any
stockholder duly waiving notice, the written notice of any meeting shall be
given personally or by mail, not less than ten nor more than fifty days before
the date of the meeting to each stockholder entitled to vote at
1
<PAGE> 2
Exhibit 1-B
Page 2 of 10
such meeting. If mailed, notice shall be deemed given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the corporation.
When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. If, however, the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 1.4 Quorum. Except as otherwise provided by law in
respect of the vote of holders of stock that shall be required for a specified
action, at any meeting of stockholders the holders of stock representing a
majority of the voting power of the corporation entitled to vote thereat,
either present or represented by proxy, shall constitute a quorum for the
transaction of any business, but the stockholders present, although less than a
quorum, may adjourn the meeting to another time or place and, except as
provided in the last paragraph of Section 1.3 of these by- laws, notice need
not be given of the adjourned meeting.
Section 1.5 Voting. Whenever directors are to be elected at a
meeting, they shall be elected by a plurality of the votes cast at the meeting
by the holders of stock entitled to vote thereat. Whenever any corporate
action, other than the election of directors, is to be taken by vote of
stockholders at a meeting, it shall, except as otherwise required by law or by
the certificate of incorporation or by these by-laws, be authorized by a
majority of the votes cast at the meeting by the holders of stock entitled to
vote thereat.
Except as otherwise provided by law or by the certificate of
incorporation, each holder of record of stock of the corporation entitled to
vote on any matter at any meeting of stockholders shall be entitled to one vote
for each share of capital stock standing in the name of such holder on the
stock ledger of the corporation on the record date for the determination of the
stockholders entitled to vote at the meeting.
Upon the demand of any stockholder entitled to vote, the vote
for directors, or the vote upon any question before a meeting, shall be by
written ballot, but otherwise the method of voting and the manner in which
votes are counted shall be discretionary with the presiding officer at the
meeting.
Section 1.6 Presiding Officer and Secretary. At every meeting
of stockholders, the Chairman of the Board, or in his absence the President, or
in his absence a Vice-President, or,
2
<PAGE> 3
Exhibit 1-B
Page 3 of 10
in none to be present, the appointee of the meeting, shall preside. The
Secretary, or in his absence the Assistant Secretary, or if none be present,
the appointee of the presiding officer of the meeting, shall act as secretary
of the meeting.
Section 1.7 Proxies. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. Every proxy shall be
signed by the stockholder or by his duly authorized attorney.
Section 1.8 List of Stockholders. The officer who has charge
of the stock ledger of the corporation shall prepare and make, at least ten
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section or the books of the corporation, or to vote in person or by proxy at
any meeting of stockholders.
ARTICLE II
Directors
Section 2.1 Number of Directors. The board of directors shall
consist of such number of persons, not less than three, as shall be determined
from time to time by the affirmative vote at a meeting of the holders of stock
representing a majority of the voting power of the corporation or by resolution
of the board of directors, adopted by a majority of the whole board; provided
that the number of directors shall not be reduced so as to shorten the term of
any director at the time in office; and provided, further, that the number of
directors shall initially be four until otherwise determined by the affirmative
vote at a meeting of the holders of stock representing a majority of the voting
power of the corporation or by resolution of the board of directors, adopted by
a majority of the whole board.
Section 2.2 Election and Term of Directors. Directors shall
be elected annually at the annual meeting of stockholders and shall hold office
until the next annual election. The term
3
<PAGE> 4
Exhibit 1-B
Page 4 of 10
of office of each director shall be from the time of his election and
qualification until the annual election of directors next succeeding his
election and until his successor shall have been elected and shall have
qualified. If the annual election of directors is not held on the date
designated therefor, the directors shall cause such election to be held as soon
thereafter as convenient.
Section 2.3 Vacancies and Newly Created Directorships.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by election at a meeting of
stockholders. Except as otherwise provided by law, vacancies and such newly
created directorships may also be filled by resolution of the board of
directors, adopted by a majority of the directors then in office, although less
than a quorum, or by a sole remaining director.
Section 2.4 Resignation. Any director may resign from his
office at any time either by oral tender or resignation at any meeting of the
board or by oral tender to the President or by giving written notice to the
Secretary of the corporation. Any such resignation shall take effect at the
time it specifies or, if the time be not specified, upon receipt, and the
acceptance of such resignation, unless required by its terms, shall be
necessary to make such resignation effective.
Section 2.5 Meetings. Meetings of the board, regular or
special, may be held at any place within or without the State of Delaware. An
annual meeting of the board for the appointment of officers and the transaction
of any other business shall be held immediately following the annual meeting of
stockholders at the same place at which such meeting shall have been held, and
no notice thereof need be given. If the meeting is not so held, the annual
meeting of the board shall take place as soon thereafter as is practicable,
either at the next regular meeting of the board or at a special meeting. The
board may fix times and places for regular meetings of the board and no notice
of such meetings need be given. A special meeting of the board shall be held
whenever called by the President or by any director (except that if more than
one meeting be called by directors in any period of 180 days or less, each such
meeting so called may be called only by a majority of the directors then in
office) at such time and place as shall be specified in the notice or waiver
thereof. Notice of each special meeting shall be given by the Secretary or by
a person calling the meeting to each director by mailing the same, first class
postage prepaid, not later than the second day before the meeting, or
personally or by telegraphing or telephoning the same not later than the day
before the meeting.
Section 2.6 Quorum and Voting. One-third of the whole board
shall constitute a quorum for the transaction of business (except as otherwise
provided by Section 2.3 hereof), but in no event shall a quorum consist of less
than two directors. If there be less than a quorum at any meeting of the
board, a majority of the directors present may adjourn the meeting from time
4
<PAGE> 5
Exhibit 1-B
Page 5 of 10
to time, and no further notice thereof need be given other than announcement at
the meeting which shall be so adjourned. Except as otherwise provided by law
or by these by-laws, the act of a majority of the directors at a meeting at
which a quorum is present shall be the act of the board of directors.
Section 2.7 Written Consent of Directors in Lieu of a Meeting.
Any action required or permitted to be taken at any meeting of the board of
directors or of any committee thereof may be taken without a meeting, if all
members of the board or of such committee, as the case may be, consent thereto
in writing and the writing or writings are filed with the minutes of
proceedings of the board or committee.
Section 2.8 Compensation. Directors may receive compensation
for services to the corporation in their capacities as directors or otherwise
in such manner and in such amounts as may be fixed from time to time by the
board.
ARTICLE III
Committees of the Board
Section 3.1 Appointment and Powers. The board of directors
may from time to time, by resolution adopted by a majority of the whole board,
designate an executive committee or such other committee or committees as it
may determine, each committee to consist of two or more directors of the
corporation. Any such committee, to the extent provided in the resolution
shall have and may exercise any of the powers of the board of directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of any
committee and of any alternate member designated by the board, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in place of any such
absent or disqualified member. Any such committee may adopt rules governing
the method of calling and time and place of holding its meetings. Unless
otherwise provided by the board of directors, a majority of any such committee
shall constitute a quorum for the transaction of business, and the act of a
majority of the members of such committee present at a meeting at which a
quorum is present shall be the act of such committee. Each such committee
shall keep a record of its acts and proceedings and shall report thereon to the
board of directors whenever requested so to do. Any or all members of any such
committee may be removed, with or without cause, by resolution of the board of
directors, adopted by a majority of the whole board.
5
<PAGE> 6
Exhibit 1-B
Page 6 of 10
ARTICLE IV
Officers, Agents and Employees
Section 4.1 Appointment and Qualification. The officers of
the corporation shall be a Chairman of the Board, a President, a Treasurer and
a Secretary, and may include one or more Vice Presidents, one or more Assistant
Treasurers and one or more Assistant Secretaries, all of whom shall be
appointed by the board of directors. The President shall be chosen from among
the directors. Any number of offices may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity. Each of the officers shall serve either until the annual meeting of
the board of directors next succeeding his appointment and until his successor
shall have been chosen and qualified. The board may appoint and may delegate
power to appoint, such other officers, agents and employees as it may deem
necessary or proper, who shall hold office for such period, have such authority
and perform such duties as may from time to time be prescribed by the board.
Section 4.2 Removal of Officer, Agent or Employee. Any
officer, agent or employee of the corporation may be removed by the board of
directors with or without cause at any time, and the board may delegate such
power of removal as to officers, agents and employees not appointed by the
board of directors. Such removal shall be without prejudice to such person's
contract rights, if any, but the appointment of any person as an officer, agent
or employee of the corporation shall not of itself create contract rights.
Section 4.3 Compensation and Bond. The compensation of the
officers of the corporation shall be fixed by the board of directors, but this
power may be delegated to any officer in respect of other officers under his
control. The corporation may secure the fidelity of any or all of its
officers, agents or employees by bond.
Section 4.4 President. The President shall be the chief
executive officer of the corporation. He may vote the stock or other
securities of any other domestic or foreign corporation which may at any time
be owned by the corporation, may execute any stockholders' or other consents in
respect thereof and may in his discretion delegate such powers by executing
proxies, or otherwise, on behalf of the corporation.
Section 4.5 Vice Presidents. Each Vice President shall have
such powers and perform such duties as the board of directors or the President
may from time to time prescribe. In the absence or inability to act of the
President, unless the board of directors shall otherwise provide, or unless
there shall be in office an Executive Vice President (who shall be senior to
all other Vice Presidents) the Vice President who has served in that capacity
for the longest time and who shall be present and able to act, shall perform
all the duties and may exercise any of the
6
<PAGE> 7
Exhibit 1-B
Page 7 of 10
powers of the President. The performance of any duty by a Vice President
shall, in respect of any other person dealing with the corporation, be
conclusive evidence of his power to act.
Section 4.6 Treasurer. The Treasurer shall have charge of all
funds and securities of the corporation, shall endorse the same for deposit or
collection when necessary and deposit the same to the credit of the corporation
in such banks or depositories as the board of directors may authorize. He may
endorse all commercial documents requiring endorsements for or on behalf of the
corporation and may sign all receipts and vouchers for payments made to the
corporation. He shall have all such further powers and duties as generally are
incident to the position of Treasurer or as may be assigned to him by the
Chairman of the Board, the President or the board of directors.
Section 4.7 Secretary. The Secretary shall record all
proceedings of meetings of the stockholders and directors in a book kept for
that purpose and shall file in such book all written consents of directors to
any action taken without a meeting. He shall attend to the giving and serving
of all notices of the corporation. He shall have custody of the seal of the
corporation and shall attest the same by his signature whenever required. He
shall have charge of the stock ledger and such other books and papers as the
board of directors may direct, but he may delegate responsibility for
maintaining the stock ledger to any transfer agent appointed by the board. He
shall have all such further powers and duties as generally are incident to the
position of Secretary or as may be assigned to him by the President or the
board of directors.
Section 4.8 Assistant Treasurer. In the absence or inability
to act of the Treasurer, any Assistant Treasurer may perform all the duties and
exercise all the powers of the Treasurer. The performance of any such duty
shall, in respect of any other person dealing with the corporation, be
conclusive evidence of his power to act. An Assistant Treasurer shall also
perform such other duties as the Treasurer or the board of directors may assign
to him.
Section 4.9 Assistant Secretaries. In the absence or
inability to act of the Secretary, any Assistant Secretary may perform all the
duties and exercise all the powers of the Secretary. The performance of any
such duty shall, in respect of any other person dealing with the corporation,
be conclusive evidence of his power to act. An Assistant Secretary shall also
perform such other duties as the Secretary or the board of directors may assign
him.
Section 4.10 Delegation of Duties. In case of the absence of
any officer of the corporation, or for any other reason that the board may deem
sufficient, the board may confer for the time being the powers or duties, or
any of them, of such officer upon any other officer or upon any director.
Section 4.11 Chairman of the Board. The Chairman of the Board
shall preside at
7
<PAGE> 8
Exhibit 1-B
Page 8-10
all meetings of the Stockholders and of the Board of Directors and is empowered
to sign, in the name of the corporation, certificates of capital stock of the
corporation, checks, drafts and other instruments for the payment of money,
statements and reports required to be made to governmental officials,
stockholders and others; and is further empowered to sign, in the name of the
corporation, such promissory notes, bonds, and other instruments of
indebtedness, contracts, deeds, or other instruments as may be approved by the
Board of Directors and to perform such other acts in the general conduct of the
business as may be ordered by the Board.
ARTICLE V
Capital Stock
Section 5.1 Certificates. Certificates for stock of the
corporation shall be in such form as shall be approved by the board of
directors and shall be signed in the name of the corporation by the President
or a Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary. Such certificates may be sealed with the
seal of the corporation or a facsimile thereof, and shall contain such
information as is required by law to be stated thereon. If any stock
certificate is countersigned by a transfer agent or registrar other than the
corporation or its employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.
Section 5.2 Transfers of Stock. Transfers of stock shall be
made only upon the books of the corporation by the holder, in person or by duly
authorized attorney, and on the surrender of the certificate or certificates
for such stock properly endorsed. The board of directors shall have the power
to make all such rules and regulations, not inconsistent with the certificate
of incorporation and these by-laws, as the board may deem appropriate
concerning the issue, transfer and registration of certificates for stock of
the corporation. The board may appoint one or more transfer agents or
registrars of transfers, or both, and may require all stock certificates to
bear the signature of either or both, which signature or signatures may be in
facsimile form if the board by resolution authorizes such procedure.
Section 5.3 Lost, Stolen or Destroyed Certificates. The
corporation may issue a new stock certificate in the place of any certificate
theretofore issued by it, alleged to have been lost, stolen or destroyed and
the corporation may require the owner of the lost, stolen or destroyed
certificate or his legal representative to give the corporation a bond
sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or
the issuance of any such new certificate. The board may
8
<PAGE> 9
9
<PAGE> 10
Exhibit 1-B
Page 9 of 10
require such owner to satisfy other reasonable requirements.
Section 5.4 Stockholder Record Date. In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the board of
directors may fix, in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. Only such stockholders as shall be
entitled to notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend or other distribution, or to
exercise such rights in respect of any such change, conversion or exchange of
stock, or to participate in such action, as the case may be, notwithstanding
any transfer of any stock on the books of the corporation after any record date
so fixed.
If no record date is fixed by the board of directors, (1) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the date on which notice is given, and (2) the record date for
determining stockholders for any other purpose shall be at the close of
business on the day on which the board of directors adopts the resolution
relating thereto.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.
ARTICLE VI
Seal
Section 6.1 Seal. The seal of the corporation shall consist
of a flat-faced circular die with the name of the corporation in a circle and
the word "Delaware" and the year of its incorporation in the center. Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
in any other manner reproduced.
ARTICLE VII
Waiver of Notice
9
<PAGE> 11
Section 7.1 Waiver of Notice. Whenever notice is required to
be given by statute, or under any provision of the certificate of incorporation
or these by-laws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. In the case of a stockholder, such waiver of notice may
be signed by such stockholder's attorney or a proxy duly appointed in writing.
Attendance of a stockholder at a meeting of stockholders, or attendance of a
director at a meeting of the board of directors or any committee thereof, shall
constitute a waiver of notice of such meeting, except when such stockholder or
director, as the case may be, attends a meeting for the express purpose of
objecting, at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to be transacted at nor the purpose of, any regular or special meeting of the
stockholders or of the directors need be specified in any written waiver of
notice.
ARTICLE VIII
Amendments
Section 8.1 Amendments. These by-laws or any of them may be
altered, amended or repealed, and new by-laws may be adopted, at any annual
meeting of the stockholders, or at any special meeting of the stockholders
called for that purpose, by a vote of a majority of the voting power of the
shares represented and entitled to vote thereat. The board of directors shall
also have the power, by a majority vote of the whole board, to alter or amend
or repeal the by- laws or any of them, and to adopt new by-laws, but any such
action of the board of directors may be amended or repealed by the stockholders
at any annual meeting or any special meeting called for that purpose.
ARTICLE IX
Indemnification and Insurance
Section 9.1 Prohibition of Indemnification of Officers and
Directors. The Corporation shall have neither the obligation nor the power to
indemnify an officer or director against liabilities, fines, penalties and
claims imposed upon or asserted against him (including amounts paid in
settlement) by reason of having been such a director or officer, whether or not
then continuing so to be, or against expenses (including counsel fees) incurred
by him in connection therewith. In circumstances in which mandatory provisions
of applicable law impose and confer such obligations and powers in a manner not
subject to alteration by-laws duly promulgated, the Corporation shall defer its
exercise of the power to indemnify, and it shall allow the obligation to
indemnify to be performed by the shareholder with whom such officer or
10
<PAGE> 12
Exhibit 1-B
Page 10 of 10
director is affiliated, which has the duty and power to undertake such
obligation pursuant to contract and applicable law.
Every reference herein to director or officer shall include
every director or officer or former director or officer of the Corporation and
his executors and administrators.
Section 9.2 Prohibition of Directors and Officers Insurance.
The Corporation shall have neither the power nor the obligation to carry
directors and officers insurance. The provisions in these by-laws shall not
affect the power of the Corporation to purchase other types of liability
insurance.
11
<PAGE> 1
Exhibit 2-A
Page 1
FORM NO. 6 Registration No. EC22563
BERMUDA
CERTIFICATE OF INCORPORATION
I hereby in accordance with section 14 of the Companies Act of 1981 issue this
Certificate of Incorporation and do certify that on the 1st day of November,
1996
Columbia Insurance Corporation, Ltd.
was registered by me in the Register maintained by me under the provisions of
the said section and that the status of the said company is that of an exempted
company.
Given under my hand and the Seal of
the REGISTRAR OF COMPANIES this 5th
day of November, 1996
[Seal]
for Registrar of Companies
<PAGE> 1
Exhibit 2-B
Page 1
COLUMBIA SERVICE PARTNERS, INC.
*****
BY-LAWS
*****
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the County of New Castle, State of Delaware, at such
place as may be fixed from time to time by the Board of Directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the
<PAGE> 2
Exhibit 2-B
Page 2
meeting. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on the
first Monday of June if not a legal holiday, and if a legal holiday, then on
the next secular day following, at 10:00 A.M., or at such other date and time
as shall be designated from time to time by the Board of Directors and stated
in the notice of the meeting, at which they shall elect by a plurality vote a
Board of Directors, and transact such other business as may properly be brought
before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten nor more than sixty days before the
date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting,
2
<PAGE> 3
Exhibit 2-B
Page 3
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at
the place where the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.
Section 5. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date, and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of the
stockholders shall be limited to the purposes stated in the notice.
3
<PAGE> 4
Exhibit 2-B
Page 4
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of statute or of the
Articles of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the Articles of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by
4
<PAGE> 5
Exhibit 2-B
Page 5
proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after eleven months from its date,
unless the proxy provides for a longer period.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the
whole Board shall be not less than three nor more than nine. The number of
directors shall be determined by resolution of the Board of Directors or by the
stockholders at the annual meeting. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
quality, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute.
5
<PAGE> 6
Exhibit 2-B
Page 6
Section 3. The business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-laws directed or required to be exercised or
done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the Directors.
Section 6. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time
be determined by the Board.
6
<PAGE> 7
Exhibit 2-B
Page 7
Section 7. Special meetings of the Board may be called by the
president, the secretary, or any assistant secretary on six hours' notice to
each director, either personally or by mail or by telegram; special meetings
shall be called by the president, the secretary, or an assistant secretary in
like manner and on like notice on the written request of two directors.
Section 8. At all meetings of the Board, a majority of the
directors shall constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the Articles of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
Section 10. Unless otherwise restricted by the Articles of
Incorporation or these By-laws, members of the Board of Directors, or any
committee designated by the Board of Directors,
7
<PAGE> 8
Exhibit 2-B
Page 8
may participate in a meeting of the Board of Directors, or any committee, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee
to consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in
the resolution of the Board of Directors, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Articles of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a
8
<PAGE> 9
Exhibit 2-B
Page 9
revocation of a dissolution, or amending the By-laws of the corporation,
declare a dividend, to authorize the issuance of stock or fill vacancies on the
Board of Directors or any committee. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board of Directors.
Section 12. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the Articles of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of applicable statute
or of the Articles of Incorporation or of these By-laws, notice is required to
be given to any director or stockholder, it
9
<PAGE> 10
Exhibit 2-B
Page 10
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram, data facsimile, or other similar method of transmitting a written
communication.
Section 2. Whenever any notice is required to be given under the
provisions of applicable statute or of the Articles of Incorporation or of
these By-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by
the Board of Directors and shall be a president, and a secretary. The Board of
Directors may also choose vice-presidents, a treasurer, a controller, and one
or more assistant secretaries and assistant treasurers, and assistant
controllers and such other officers as it deems necessary from time to time.
Any number of offices may be held by the same person, unless the Articles of
Incorporation or these By-laws otherwise provide.
10
<PAGE> 11
Exhibit 2-B
Page 11
Section 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a president, a secretary and a
controller.
Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the Board of Directors.
THE PRESIDENT AND VICE PRESIDENTS
Section 6. The president shall be the chief executive officer of
the corporation, shall preside at all meetings of the stockholders and the
Board of Directors, shall have general and active management of the business of
the corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
11
<PAGE> 12
Exhibit 2-B
Page 12
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.
Section 8. The vice president, or if there be more than one, the
vice presidents in the order determined by the Board of Directors (or if there
be no such determination, then in the order of their election), shall perform
such duties and exercise such powers as the Board of Directors may from time to
time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or president, under whose supervision he shall be. He shall
have custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by his signature or by the signature
of such assistant secretary.
12
<PAGE> 13
Exhibit 2-B
Page 13
The Board of Directors may give general authority to any other officer to affix
the seal of the corporation and to attest the affixing by his signature.
Section 10. An assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election), shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer or, as directed by the Board of
Directors, one or more assistant treasurers shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.
Section 12. The treasurer or, as directed by the Board of
Directors, one or more assistant treasurers shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the president and
13
<PAGE> 14
Exhibit 2-B
Page 14
the Board of Directors, at its regular meetings, or when the Board of Directors
so requires, an account of all his/their transactions as treasurer/ assistant
treasurer.
Section 13. If required by the Board of Directors, the treasurer
or an assistant treasurer shall give the corporation a bond (which shall be
renewed every six years) in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of their offices and for the restoration to the corporation, in case of
their death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in their possession
or under their control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more
than one, the assistant treasurers in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
THE CONTROLLER AND ASSISTANT CONTROLLER
Section 15. The controller, or as directed by the Board of
Directors, one or more assistant controllers, shall maintain adequate records
of all assets, liabilities, and transactions of
14
<PAGE> 15
Exhibit 2-B
Page 15
the corporation, ensure that the financial results of operations are properly
recorded and that adequate audits thereof are currently and regularly made;
and, in conjunction with other officers, initiate and enforce measures and
procedures whereby the business of the corporation shall be conducted with the
maximum safety, efficiency, and economy. The controller or an assistant
controller shall report to the president and/or the Board of Directors at its
regular meetings on the financial results of the Corporation's operations. The
controller shall have such other duties as the Board of Directors may designate
from time to time.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation,
by the president or the vice president, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him in
the corporation.
Section 2. Any of or all the signatures on the certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.
15
<PAGE> 16
Exhibit 2-B
Page 16
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
16
<PAGE> 17
Exhibit 2-B
Page 17
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
17
<PAGE> 18
Exhibit 2-B
Page 18
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
CHECKS
Section 3. All checks, drafts, notes, bills of exchange and
orders for the payment of money (including orders for repetitive or
non-repetitive electronic funds transfers) shall, unless otherwise directed by
the Board of Directors, or unless required by law, be signed by any two of the
following officers: the President, any Vice President, the Secretary or any
Assistant Secretary; provided that in every case at least one such officer
shall be the President, a Vice President or the Secretary. The Board of
Directors may, however, notwithstanding the foregoing provision, by resolution
adopted at any meeting, authorize any of said officers or any employee of the
18
<PAGE> 19
Exhibit 2-B
Page 19
Corporation so designated by the Board of Directors of the Corporation to sign,
checks, drafts and such orders for the payment of money singly and without
necessity of countersignature, and may designate officers of the Corporation
other than those named above or any employee of the Corporation so designated
by the Board of Directors of the Corporation, or different combinations of such
officers or any employee of the Corporation so designated by the Board of
Directors of the Corporation, who may, in the name of the Corporation, execute
checks, drafts, and such orders for the payment of money on its behalf.
Further, the President is authorized to designate to the Corporation's banks,
in writing, individuals employed in the Columbia Gas System Service Corporation
Cash Management Department, who need not be officers or employees of the
Corporation to give in the name of the Corporation telephonic, telegraphic, or
electronic transfer instructions for the payment of money, which may, with
respect to routine items, include instructions as to the amount to be
transferred, to any bank, pursuant to previously issued written orders, signed
by officers of the Corporation or by any employee of the Corporation so
designated by the Board of Directors of the Corporation in any manner provided
above, which designate the recipients of such amounts and which identify what
shall be treated as routine items.
FISCAL YEAR
Section 4. The fiscal year of the corporation begins on the
first day of January and ends on the thirty-first day of December in each year.
19
<PAGE> 20
Exhibit 2-B
Page 20
SEAL
Section 5. The corporate seal shall have inscribed thereon the
name of the corporation, and the words "Corporate Seal 1997 Delaware". The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
(a) Right to Indemnification. The Corporation shall to the
fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness) or is threatened to be made so
involved in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(including without limitation, any action, suit, or proceeding by or in the
right of the Corporation to procure a judgment in its favor) (a "Proceeding")
by reason of the fact that such person is or was a director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise (including, without
limitation, any employee benefit plan) against all expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to
receive payment of any expenses incurred
20
<PAGE> 21
Exhibit 2-B
Page 21
by the Indemnitee in connection with such Proceeding in advance of its final
disposition, consistent with the provisions of applicable law as then in
effect.
(b) Insurance, Contracts, and Funding. The Corporation may
purchase and maintain insurance to protect itself and any indemnitee against
any expenses, judgments, fines, and amounts paid in settlement as specified in
Section (a) of this Article VIII or incurred by an Indemnitee in connection
with any proceeding referred to in Section (a) of this Article VIII, to the
fullest extent permitted by applicable law as then in effect. The Corporation
may enter into contracts with any director, officer, employee, or agent of the
Corporation or use other means in furtherance of the provisions of this Article
VIII to ensure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article VIII.
(c) Indemnification; Not Exclusive Right. The right of
indemnification provided in this Article VIII shall not be exclusive of any
other rights to which those seeking indemnification may otherwise be entitled,
and the provisions of this Article VIII shall inure to the benefit of the heirs
and legal representatives of any person entitled to indemnity under this
Article VIII and shall be applicable to Proceedings commenced or continuing
after the adoption of this Article VIII, whether arising from acts or omissions
occurring before or after such adoption.
(d) Advancement of Expenses; Procedures; Presumptions and Effect
of Certain Proceedings; Remedies. In furtherance but not in limitation of the
foregoing provisions, the
21
<PAGE> 22
Exhibit 2-B
Page 22
following procedures, presumptions, and remedies shall apply with respect to
advancement of expenses and the right to indemnification under this Article
VIII:
(1) Advance of Expenses. All reasonable expenses incurred by or
on behalf of the Indemnitee in connection with any Proceeding shall be advanced
to the Indemnitee by the Corporation within 20 days after the receipt by the
Corporation of a statement or statements from the Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or
on behalf of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses pursuant to this Article VIII.
(2) Procedure for Determination of Entitlement to Indemnification.
(i) To obtain indemnification under this Article VIII, an
Indemnitee shall submit to the Secretary of the Corporation a written request,
including such documentation and information as is reasonably available to the
Indemnitee and reasonably necessary to determine whether and to what extent the
Indemnitee is entitled to indemnification (the "Supporting Documentation"). The
determination of the Indemnitee's entitlement to indemnification shall be made
not later than 60 days after receipt by the Corporation of the written request
for indemnification together with Supporting Documentation. The Secretary of
the Corporation shall advise the Board of Directors
22
<PAGE> 23
Exhibit 2-B
Page 23
in writing, promptly upon receipt of such a request for indemnification, that
the Indemnitee has requested indemnification.
(ii) The Indemnitee's entitlement to indemnification under this
Article VIII shall be determined in one of the following ways: (A) by a
majority vote of the Disinterested Directors (as hereinafter defined), even if
they constitute less than a quorum of the Board of Directors; (B) by a written
opinion of Independent Counsel (as hereinafter defined) if (x) a Change of
Control (as hereinafter defined) shall have occurred and the Indemnitee so
requests or (y) a quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, a majority of such
Disinterested Directors so directs; (C) by the stockholders of the Corporation
(but only if a majority of the Disinterested Directors present the issue of
entitlement to indemnification to the stockholders for their determination); or
(D) as provided in Section (d)(3).
(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
(d)(2)(ii), a majority of the Board of Directors shall select the Independent
Counsel, but only an Independent Counsel to which the Indemnitee does not
reasonably object; provided, however, that if a Change of Control shall have
occurred, the Indemnitee shall select such Independent Counsel, but only an
Independent Counsel to which the Board of Directors does not reasonably object.
23
<PAGE> 24
Exhibit 2-B
Page 24
(iv) The only basis upon which a finding of no entitlement to
indemnification may be made is that indemnification is prohibited by law.
(3) Presumptions and Effect of Certain Proceedings. Except as
otherwise expressly provided in this Article VIII, if a Change of Control shall
have occurred, the Indemnitee shall be presumed to be entitled to
indemnification under this Article VIII upon submission of a request for
indemnification together with the Supporting Documentation in accordance with
Section (d)(2)(i), and thereafter the Corporation shall have the burden of
proof to overcome that presumption in reaching a contrary determination. In
any event, if the person or persons empowered under Section (d)(2) to determine
entitlement to indemnification shall not have been appointed or shall not have
made a determination within 60 days after receipt by the Corporation of the
request therefor together with the Supporting Documentation, the Indemnitee
shall be deemed to be entitled to indemnification, and the Indemnitee shall be
entitled to such indemnification unless (A) the Indemnitee misrepresented or
failed to disclose a material fact in making the request for indemnification or
in the Supporting Documentation or (B) such indemnification is prohibited by
law. The termination of any Proceeding described in Section (a), or of any
claim, issue, or matter therein, by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent, shall not of itself
adversely affect the right of the Indemnitee to indemnification or create a
presumption that the Indemnitee did not act in good faith and in a manner which
the Indemnitee reasonably believed to be in or not opposed to the
24
<PAGE> 25
Exhibit 2-B
Page 25
best interests of the Corporation or, with respect to any criminal Proceeding,
that the Indemnitee had reasonable cause to believe that the Indemnitee's
conduct was unlawful.
(4) Remedies of Indemnitee.
(i) In the event that a determination is made pursuant to Section
(d)(2) or (3) that the Indemnitee is not entitled to indemnification under this
Article VIII, (A) the Indemnitee shall be entitled to seek an adjudication of
his entitlement to such indemnification either, at the Indemnitee's sole
option, in (x) an appropriate court of the State of Delaware or any other court
of competent jurisdiction or (y) an arbitration to be conducted by a single
arbitrator pursuant to the rules of the American Arbitration Association; (B)
any such judicial proceeding or arbitration shall be de nova and the Indemnitee
shall not be prejudiced by reason of such adverse determination; and (C) in any
such judicial proceeding or arbitration, the Corporation shall have the burden
of proving that the Indemnitee is not entitled to indemnification under this
Article VIII.
(ii) If pursuant to Section (d)(2) or (3) a determination shall
have been made or deemed to have been made that the Indemnitee is entitled to
indemnification, the Corporation shall be obligated to pay the amounts
constituting such indemnification within five days after such determination has
been made or is deemed to have been made and shall be conclusively bound by
such determination unless (A) the Indemnitee misrepresented or failed to
disclose a material fact in making the request for indemnification or in the
Supporting Documentation, or
25
<PAGE> 26
Exhibit 2-B
Page 26
(B) such indemnification is prohibited by law. In the event that (x)
advancement of expenses is not timely made pursuant to Section (d)(l), or (y)
payment of indemnification is not made within five days after a determination
of entitlement to indemnification has been made or deemed to have been made
pursuant to Section (d)(2) or (3), the Indemnitee shall be entitled to seek
judicial enforcement of the Corporation's obligation to pay to the Indemnitee
such advancement of expenses or indemnification. Notwithstanding the
foregoing, the Corporation may bring an action in an appropriate court in the
State of Delaware or any other court of competent jurisdiction, contesting the
right of the Indemnitee to receive indemnification hereunder due to the
occurrence of an event described in subclause (A) or (B) of this clause (ii) (a
"Disqualifying Event"); provided, however, that in any such action the
Corporation shall have the burden of proving the occurrence of such
Disqualifying Event.
(iii) The Corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section (d)(4)
that the procedures and presumptions of this Article VIII are not valid,
binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the Corporation is bound by all the provisions of this
Article VIII.
(iv) In the event that pursuant to this Section (d)(4) the
Indemnitee seeks a judicial adjudication of or an award in arbitration to
enforce his rights under, or to recover damages for breach of, this Article
VIII, the Indemnitee shall be entitled to recover from the Corporation, and
shall be indemnified by the Corporation against, any expenses actually and
reasonably incurred
26
<PAGE> 27
Exhibit 2-B
Page 27
by the Indemnitee if the Indemnitee prevails in such judicial adjudication or
arbitration. If it shall be determined in such judicial adjudication or
arbitration that the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by the
Indemnitee in connection with such judicial adjudication or arbitration shall
be prorated accordingly.
(5) Definitions. For purposes of this Section (d):
(i) "Change in Control" means (A) so long as the Public Utility
Holding Company Act of 1935 is in effect, any "company" becoming a "holding
company in respect to the Corporation or any determination by the Securities
and Exchange Commission that any "person" should be subject to the obligations,
duties, and liabilities if imposed by said Act by virtue or his, hers or its
influence over the management or policies of the Corporation, or (B) whether or
not said Act is in effect, a change in control of the Corporation of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the
"Act"), whether or not the Corporation is then subject to such reporting
requirement; provided that, without limitation, such a change in control shall
be deemed to have occurred if (i) any "person" (as such term is used in Section
13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the
Corporation representing 10% or more of the combined voting power of the
Corporation's then outstanding securities without the prior approval of at
least two-thirds of the members of the Board of Directors in office immediately
prior to such acquisition;
27
<PAGE> 28
Exhibit 2-B
Page 28
(ii) the Corporation is a party to a merger, consolidation, sale of assets or
other reorganization, or a proxy contest, as a consequence of which members of
the Board of Directors in office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors thereafter; or (iii)
during any period of two consecutive years, individuals who at the beginning of
such period constituted the Board of Directors (including for this purpose any
new director whose election or nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds of the directors
then still in office who ware directors at the beginning of such period) cease
for any reason to constitute at least a majority of the Board of Directors.
(ii) "Disinterested Director" means a director of the Corporation
who is not or was not a party to the Proceeding in respect of which
indemnification is sought by the Indemnitee.
(iii) "Independent Counsel" means a law firm or a member of a law
firm that neither presently is, nor in the past five years has been, retained
to represent: (A) the Corporation or the Indemnitee in any matter material to
either such party or (B) any other party to the Proceeding giving rise to a
claim for indemnification under this Article VIII. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any person who,
under the applicable standards of professional conduct then prevailing under
the law of the State of Delaware, would have a conflict of interest in
representing either the corporation or the Indemnitee in an action to determine
the Indemnitee's rights under this Article VIII.
28
<PAGE> 29
Exhibit 2-B
Page 29
(e) Severability. If any provision or provisions of this Article
VIII shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (i) the validity, legality, and enforceability of the remaining
provisions of this Article VIII (including, without limitation, all portions of
any paragraph of this Article VIII containing any such provision held to be
invalid, illegal, or unenforceable, that are not themselves invalid, illegal,
or unenforceable) shall not in any way be affected or impaired thereby; and
(ii) to the fullest extent possible, the provisions of this Article VIII
(including, without limitation, all portions of any paragraph of this Article
VIII containing any such provision held to be invalid, illegal, or
unenforceable that are not themselves invalid, illegal, or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision
held invalid, illegal, or unenforceable.
(f) Successor Laws, Regulations, and Agencies. Reference herein to
laws, regulations, or agencies shall be deemed to include all amendments
thereof, substitutions therefor, and successors thereto.
ARTICLE IX
AMENDMENTS
Section 1. These By-laws may be altered, amended or repealed or
new By-laws may be adopted by the stockholders or by the Board of Directors,
when such power is conferred upon the Board of Directors by the Articles of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the
29
<PAGE> 30
Exhibit 2-B
Page 30
Board of Directors if notice of such alteration, amendment, repeal, or adoption
of new By-laws be contained in the notice of such special meeting.
30
<PAGE> 1
Exhibit 3-A
Page 1
CERTIFICATE OF INCORPORATION
OF
COLUMBIA NETWORK SERVICES CORPORATION
* * * * * *
FIRST: The name of the Corporation is COLUMBIA NETWORK SERVICES
CORPORATION.
SECOND: The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle, 19801. The name of the Corporation's registered agent at that
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "DGCL").
FOURTH: The total number of shares of Common Stock which the
Corporation shall have authority to issue is Three Thousand (3,000) shares, and
the par value of each of such shares is One Dollar ($1.00) per share.
FIFTH: The name and mailing address of the incorporator are Mark A.
Cleaves, Esquire, 20 Montchanin Road, Wilmington, Delaware, 19807. The powers
of the incorporator are to terminate upon the election of directors of the
Corporation.
SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
<PAGE> 2
Exhibit 3-A
Page 2
1. The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the Bylaws of the
Corporation and to exercise the powers and authorities as are provided in the
Bylaws then in effect, subject to applicable limitations as provided in such
Bylaws.
2. The number of directors of the Corporation shall be as from
time to time fixed by, or in the manner provided in, the Bylaws of the
Corporation. Election of directors need not be by written ballot unless the
Bylaws so provide. Directors need not be stockholders of the Corporation.
SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the Bylaws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders and directors are subject to this reserved power.
NINTH: A director of the Corporation shall not be liable to the
Corporation nor its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability of
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any
amendment, modification or repeal of the foregoing sentence by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation in
- 2 -
<PAGE> 3
Exhibit 3-A
Page 3
respect of any act or omission occurring prior to the time of such amendment,
modification, or repeal.
I, the undersigned, being the incorporator hereinabove name, for the
purpose of forming a corporation pursuant to the DGCL, do make this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein states are true, and accordingly have hereunto set my hand
this Seventh day of June, 1996.
----------------------------
Incorporator
- 3 -
<PAGE> 1
Exhibit 3-B
Page 1
BY-LAWS
of
COLUMBIA GAS TRANSMISSION CORPORATION
---oo0oo---
ARTICLE I.
Section 1. Seal. The corporate seal of Columbia Gas Transmission
Corporation (hereinafter called the Corporation) shall consist of a metallic
stamp, circular in form, bearing in its center the words "Incorporated - 1969
Delaware" and on the outer edges the words "Columbia Gas Transmission
Corporation".
ARTICLE II.
Section 1. Registered Office. The location of the Corporation's
registered office shall be in the City of Wilmington, County of New Castle,
State of Delaware. The name of its registered agent is The Corporation Trust
Company.
Section 2. Other Offices. The Corporation may have an office or
offices at such other place and places, either within or without the
<PAGE> 2
Exhibit 3-B
Page 2
State of Delaware, as the Board of Directors may from time to time determine or
the business of the Corporation require.
Section 3. Books. The books, documents and papers of the
Corporation, except as may be otherwise required by the laws of the State of
Delaware, may be kept outside of the said State at such places as the Board of
Directors may from time to time appoint.
ARTICLE III.
Capital Stock
Section 1. Certificates for Shares. Each certificate for shares of
the Corporation shall plainly state the number of shares which it represents,
and shall be in such form as shall be approved by the Board of Directors. The
certificates for shares shall be numbered in the order of their issue, shall be
signed by the President or Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and the seal of the
Corporation shall be affixed thereto.
Section 2. Transfer of Shares. Certificates for shares of the
capital stock of the Corporation shall be transferable on the stock books of
the Corporation by the holder thereof, or by his attorney
2
<PAGE> 3
Exhibit 3-B
Page 3
thereunto authorized by a power of attorney duly executed, acknowledged and
filed with the Secretary of the Corporation, and on surrender of the
certificate or certificates for such shares. Every such certificate
surrendered to the Corporation shall be marked "Cancelled", with the date of
cancellation. The person in whose name shares of stock stand upon the books of
the Corporation shall be deemed to be the owner thereof for all purposes as
regards the Corporation. No transfer of shares shall be valid as against the
Corporation, its Stockholders or creditors for any purpose, except to render
the transferee liable for the debts of the Corporation to the extent provided
by law, until it shall have been entered in the share records of the
Corporation. The Board of Directors may also make such additional rules and
regulations as it may deem expedient concerning the issue and the transfer of
certificates for shares of the capital stock of the Corporation and may make
such rules as it may deem expedient concerning the issue of certificates in
lieu of certificates alleged to have been lost, destroyed or mutilated.
Section 3. Closing of Transfer Books. The Board of Directors may
close the stock transfer books of the Corporation for a period not exceeding
fifty days preceding the date of any meeting of Stockholders or
3
<PAGE> 4
Exhibit 3-B
Page 4
the date for payment of any dividend or the date for the allotment of rights or
the date when any change or conversion or exchange of capital stock shall go
into effect, or for any other purpose deemed desirable by the Board of
Directors; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, not exceeding
fifty days preceding the date of any meeting of Stockholders or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, as a record for the determination of the
Stockholders entitled to notice of, and to vote at such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, and notwithstanding any transfer of
any stock on the books of the Corporation after such record date fixed as
aforesaid.
ARTICLE IV.
Stockholders Meetings
Section 1. Annual Meetings. The annual meeting of the Stockholders
of the Corporation, for the election of Directors and for the transaction of
such other business as may properly come before the
4
<PAGE> 5
Exhibit 3-B
Page 5
meeting, shall be held on the Thursday preceding the first Monday in June of
each year or, if a legal holiday, on the first day thereafter, not a legal
holiday; provided, however, that it may be held on some other day if all
Stockholders of record consent thereto in writing.
Section 2. Special Meetings. A special meeting of the Stockholders
(except in special cases regulated by statute) may be called at any time by the
Chief Executive Officer, the President or a Senior Vice President or the Board
of Directors, and shall be so called on the written request of holders of
record of at least one-fifth of the number of shares of the Corporation then
outstanding and entitled to vote, which written request shall state the objects
of such meeting. If such meeting shall not be called within five days after
such request shall have been delivered at the office of the Corporation, the
Stockholders signing such request may appoint a chairman, who may be designated
in such request and who may call a meeting by notice given as provided in the
following Section.
Section 3. Notice of Meetings. Except as hereinafter in this
Section provided or as may be otherwise required by law, notice of the time and
place of holding each annual and special meeting of the
5
<PAGE> 6
Exhibit 3-B
Page 6
Stockholders shall be in writing and shall be delivered personally or mailed in
a postage prepaid envelope, not less than ten days before such meeting, to each
person who appears on the books of the Corporation as a Stockholder entitled to
vote at such meeting, and, if mailed, it shall be directed to such Stockholder
at the address as it appears on such books unless they shall have filed with
the Secretary of the Corporation a written request that notices intended for
them be mailed to some other address, in which case it shall be mailed to the
address designated in such request. The notice of every special meeting,
besides stating the time and place of such meeting, shall state briefly the
purpose or purposes thereof, and no business other than that specified in such
notice or germane thereto shall be transacted at the meeting, except with the
unanimous consent in writing of the holders of record of all the shares of the
Corporation entitled to vote at such meeting. Notice of any meeting of
Stockholders need not be given to any Stockholder, however, if waived by them,
whether before or after such meeting be held, in writing or by telegraph,
cable, radio or wireless, or if they shall attend such meeting in person or by
proxy. Notice of any adjourned meeting need not be given.
6
<PAGE> 7
Exhibit 3-B
Page 7
Section 4. Place of Meeting. All meetings of the Stockholders shall
be held either in the City of Wilmington, State of Delaware, or at such other
place either within or without the State of Delaware as may from time to time
be fixed by the Board of Directors or as shall be specified or fixed in the
respective notices or waivers of notice thereof; provided, however, that no
change in the place of holding the annual meeting for the election of Directors
shall be made within sixty days next before the day on which the election is to
be held.
Section 5. Stockholders Entitled to Vote. Except where the transfer
books of the Corporation shall have been closed or a date shall have been fixed
as a record date for the determination of its Stockholders entitled to vote, as
provided in Section 3 of Article III of these By-Laws, no share of stock shall
be voted on at any election for the Directors which shall have been transferred
on the books of the Corporation within twenty days next preceding such election
of Directors.
It shall be the duty of the officers who have charge of the stock
ledger of the Corporation to prepare and make, at least ten days before every
election of Directors, a complete list of the Stockholders entitled to vote at
said election, arranged in alphabetical order, and
7
<PAGE> 8
Exhibit 3-B
Page 8
showing the address of each Stockholder and the number of shares registered in
the name of each Stockholder. Such list shall be open to the examination of
any Stockholder during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city, town or village
where the election is to be held and which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where said
meeting is to be held, and the list shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any Stockholder who may be present.
Section 6. Quorum. At all meetings of the Stockholders of the
Corporation, except as otherwise provided by law, the holders of a majority of
the outstanding shares of the Corporation, present in person or by proxy and
entitled to vote thereat, shall constitute a quorum for the transaction of
business. In the absence of a quorum a majority in interest of the
Stockholders so present or represented and entitled to vote may adjourn the
meeting from time to time and from place to place until a quorum shall be
obtained. At any such adjourned meeting at which
8
<PAGE> 9
Exhibit 3-B
Page 9
a quorum shall be present any business may be transacted which might have been
transacted at the meeting as originally called.
Section 7. Organization. At each meeting of the Stockholders, the
Chief Executive Officer, or, in the absence of the Chief Executive Officer, the
President, or, in the absence of the President, a Senior Vice President shall
act as Chairman of the meeting and the Secretary of the Corporation or, in the
absence the Secretary, one of the Assistant Secretaries of the Corporation
shall act as secretary of the meeting. In case at any meeting none of the
officers who has been designated to act as chairman or secretary of the
meeting, respectively, shall be present, a chairman or a secretary of the
meeting, as the case may be, shall be chosen by a majority in interest of the
Stockholders present in person or by proxy and entitled to vote at such
meeting.
Section 8. Voting. At each meeting of the Stockholders each
Stockholder of record entitled to vote thereat shall be entitled to one vote
for each share standing in their name on the books of the Corporation. Persons
holding shares in a fiduciary capacity shall be entitled to vote the shares so
held and persons whose shares shall be pledged shall be entitled to vote such
shares unless in the transfer by
9
<PAGE> 10
Exhibit 3-B
Page 10
the pledgor on the books of the Corporation he shall have expressly empowered
the pledgee to vote thereon, in which case only the pledgee, or their proxy,
may represent said stock and vote thereon. The vote on shares may be given by
the Stockholder entitled thereto in person or by proxy duly appointed by an
instrument in writing subscribed by such Stockholder, or by their attorney
thereunto duly authorized, and delivered to the Secretary of the meeting;
provided, however, that no proxy shall be valid after the expiration of three
years from the date of its execution unless the Stockholder executing it shall
have specified therein the length of time it is to continue in force, which
shall be for a period therein limited. At all meetings of the Stockholders, a
quorum being present, all matters, except as otherwise provided by law or by
the Certificate of Incorporation of the Corporation or by these By-Laws, shall
be decided by a majority in interest of the Stockholders of the Corporation
present in person or by proxy and entitled to vote.
ARTICLE V.
Board of Directors
10
<PAGE> 11
Exhibit 3-B
Page 11
Section 1. General Powers. The property, affairs and business of
the Corporation shall be managed by the Board of Directors.
Section 2. Number, Term of Office and Qualifications. The Board of
Directors shall consist of not less than three nor more than fifteen Directors,
who need not be Stockholders of the Corporation. Each Director shall continue
in office until their term shall have expired and until their successor shall
have been elected and shall have qualified, or until their death or removal or
until they shall have resigned.
The Board of Directors of the Corporation may at any time be
increased or decreased by a vote either of a majority of the members of the
Board or by vote of the Stockholders having voting power, and by appropriate
amendment of the foregoing clause of these By-Laws. In case of any such
increase the vacancies thus created shall be filled as hereinafter provided in
Section 7 of this Article V.
Section 3. Election of Directors. Except as otherwise provided by
law or by these By-Laws, at each meeting of the Stockholders for the election
of Directors at which a quorum shall be present, the persons receiving a
plurality of the votes cast shall be Directors.
11
<PAGE> 12
Exhibit 3-B
Page 12
Section 4. Organization. At each meeting of the Board of Directors,
the Chief Executive Officer or, in the absence of the Chief Executive Officer,
the President or, in the absence of the President, a Senior Vice President or,
in the absence of the Chief Executive Officer, the President and Senior Vice
Presidents, a chairman chosen by the majority of the Directors present shall
preside. The Secretary of the Corporation shall act as secretary of the Board
of Directors. In case the Secretary shall be absent from any meeting of the
Board of Directors, an Assistant Secretary shall perform the duties of the
Secretary at such meeting and in case the Secretary and the Assistant Secretary
shall be absent from any meeting of the Board of Directors, the Chief Executive
Officer may appoint any person to act as secretary of the meeting.
Section 5. Resignations. Any Director of the Corporation may resign
at any time by giving written notice to the President or to the Secretary of
the Corporation. Such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 6. Removal. Any Director may be removed with
12
<PAGE> 13
Exhibit 3-B
Page 13
or without cause at any time by the affirmative vote of the majority in
interest of the Stockholders of record of the Corporation entitled to vote,
given at a special meeting of the Stockholders called for the purpose or at any
annual meeting of Stockholders; and the vacancy in the Board caused by such
removal may be filled by the Stockholders at such meeting.
Section 7. Vacancies. Any vacancy in the Board of Directors
(whether because of death, resignation, disqualification, an increase in the
number of Directors, removal or any other cause) may be filled either by the
Board of Directors at any regular or special meeting thereof, by the vote of a
majority of the Directors in office at the time of such meeting, or by the
Stockholders at the next annual meeting or any special meeting called for the
purpose, and the Director or Directors so elected shall hold office for a term
to expire at the next annual election of Directors or until their successor
shall be duly elected and qualified.
Section 8. Place of Meetings. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board may from time to time by resolution determine.
13
<PAGE> 14
Exhibit 3-B
Page 14
Section 9. Annual Meetings. After each annual election of
Directors, the newly elected Directors may meet for the purpose of
organization, the election of officers and the transaction of other business at
such place and time as shall be fixed by written consent of the Directors, or
upon such notice as is hereinafter in Section 11 of this Article V provided for
special meetings of the Board of Directors.
Section 10. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times and places as the Board shall by
resolution determine. Notice of regular meetings need not be given. If any
day fixed for a regular meeting shall be a legal holiday, then such meeting
which would otherwise be held on that day shall be held at the same hour and
place on the next succeeding secular day not a legal holiday.
Section 11. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chief Executive Officer or by
the President or two of the Directors. Notice of each special meeting shall be
mailed to each Director, addressed to them at their residence or usual place of
business, at least five (5) days before the day on which the meeting is to be
held, or shall be sent to them at such
14
<PAGE> 15
Exhibit 3-B
Page 15
place by telegraph, cable, radio or wireless, or be delivered personally or by
telephone at least two (2) days before the day on which the meeting is to be
held. Every such notice shall state the time and place but need not state the
purposes of the meeting. Notice of any such meeting need not be given to any
Director, however, if waived by them, whether before or after such meeting be
held, in writing or by telegraph, cable, radio or wireless, or if they shall
attend such meeting in person, and any meeting of the Board of Directors shall
be a legal meeting without any notice thereof having been given if all of the
Directors shall be present thereat.
Section 12. Quorum and Manner of Acting. A majority of the
Directors in office at the time of any regular or special meeting of the Board
of Directors shall constitute a quorum for the transaction of business at such
meeting and the act of a majority of the Directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the Directors present may, without notice
other than announcement at the meeting, adjourn the meeting from time to time
until a quorum be had.
15
<PAGE> 16
Exhibit 3-B
Page 16
Any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board, and such written
notice is filed with the minutes of proceedings of the Board.
Section 13. Fees. Each Director shall, unless the Director is a
salaried officer or employee of the Corporation or of any corporation owning a
majority of the stock of the Corporation, or of a corporation controlled by a
corporation owning a majority of the stock of the Corporation, be paid such
fee, if any, as shall be fixed by the Board of Directors, for each meeting of
the Board which the Director shall attend and in addition the Director's
transportation and other expenses actually incurred in going to the meeting and
returning therefrom. The same payment shall be made to anyone other than a
Director officially called to attend any such meeting.
ARTICLE VI.
16
<PAGE> 17
Exhibit 3-B
Page 17
Committees
A. Executive Committee
Section 1. Number, Term of Office and Qualifications. The Board
of Directors shall, by resolution adopted by a majority of the whole Board,
designate annually three or more of their number, one of whom shall be the
Chief Executive Officer and one the President of the Corporation, to constitute
an Executive Committee. The Board of Directors may also designate as alternate
members of the Executive Committee other Directors who, in the event of
disaster or emergency resulting from nuclear or other major destruction, shall
serve, in such order of succession as the Board may prescribe, in the place of
any member or members of the Executive Committee who may, at the time of such
destruction, be incapacitated or prevented from reaching the place where the
meeting of the Executive Committee is to be held. When the Board of Directors
is not in session, the Executive Committee shall have, and may exercise, all
lawfully delegable powers of the Board of Directors. Each member and alternate
member of the Executive Committee shall continue to
17
<PAGE> 18
Exhibit 3-B
Page 18
be a member or alternate member thereof, respectively, only during the pleasure
of a majority of the whole Board.
Section 2. Chairman and Secretary. The Chief Executive Officer
shall be the Chairman of the Executive Committee and the Secretary of the
Corporation shall act as Secretary thereof. In the absence from any meeting of
the Executive Committee of its Chairman, the President of the Company, if then
present, shall act as Chairman of the meeting and in case the President is not
present, the Committee shall appoint a Chairman of the meeting. In the absence
from any meeting of the Executive Committee of its Secretary, the Committee
shall appoint a Secretary of the meeting.
Section 3. Regular and Special Meetings - Notice and Rules of
Procedure. Regular meetings of the Executive Committee, of which no notice
shall be necessary, shall be held on such days and at such places as shall be
fixed by resolution adopted by a majority of such Committee and communicated to
all of its members. Special meetings of the Committee may be called at the
request of any member of such Committee. Two days notice of each special
meeting of the Committee shall be given by mail, telegraph or telephone or be
delivered personally to each member of
18
<PAGE> 19
Exhibit 3-B
Page 19
such Committee. Notice of any such meeting need not be given to any member of
the Committee, however, if waived by the member in writing or by mail,
telegraph or cable, whether before or after such meeting be held, or if he
shall be present at the meeting; and any meeting of the Executive Committee
shall be a legal meeting without any notice thereof having been given, if all
the members of the Committee shall be present thereat. In the absence of
written instructions from a member of the Executive Committee designating some
other address, notice shall be sufficiently given if addressed to the member's
usual business address. Subject to the provisions of this Article VI, the
Executive Committee, by resolution of a majority of all of its members, shall
fix its own rules of procedure and shall keep a record of its proceedings and
report them to the Board of Directors at the next regular meeting thereof after
such proceedings shall have been taken. All such proceedings shall be subject
to revision or alteration by the Board of Directors; provided, however, that
third parties shall not be prejudiced by such revision or alteration.
Section 4. Quorum and Manner of Acting. A majority of the
Executive Committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at a meeting at which
19
<PAGE> 20
Exhibit 3-B
Page 20
a quorum is present shall be the act of the Executive Committee. Less than a
quorum may adjourn a meeting. The members of the Executive Committee shall act
only as a committee, and the individual members shall have no power as such.
Any action required or permitted to be taken at any meeting of the
Executive Committee may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Executive Committee,
and such written notice is filed with the minutes of proceedings of the
Executive Committee.
Section 5. Resignation. Any member of the Executive Committee
may resign at any time by giving written notice to the President or to the
Secretary of the Corporation. Such resignation shall take effect at the time
specified in such notice and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. Any vacancy in the Executive Committee
shall be filled by the vote of a majority of the Board of Directors.
20
<PAGE> 21
Exhibit 3-B
Page 21
Section 7. Fees. The members of the Executive Committee shall
be entitled to receive such fees and compensation as the Board of Directors may
determine.
B. Standing or Temporary Committees
The Board of Directors may also appoint such other Standing or
Temporary Committees from time to time as they may see fit, investing them with
all or any part of their own powers. All such committees shall adopt their own
rules of procedure and shall report their proceedings periodically to the Chief
Executive Officer and to the President of the Corporation.
21
<PAGE> 22
Exhibit 3-B
Page 22
ARTICLE VII.
Officers
Section 1. Number. The officers of the Corporation shall be the
Chief Executive Officer, the President, one or more Senior Vice Presidents, one
or more Vice Presidents, the Secretary, the Treasurer, and the Controller who
shall be elected by the Board of Directors, and such additional Assistant
Secretaries, Assistant Treasurers, Assistant Controllers and special
subordinate officers as may from time to time be elected or appointed by the
Board of Directors or appointed by the Chief Executive Officer or the
President. Any two or more of the above offices may be held by the same
person.
In the discretion of the Board of Directors, the office of Chief
Executive Officer may, from time to time, be abolished, or re-established.
Should the office of Chief Executive Officer be so abolished by the Board of
Directors or should the Board of Directors fail to elect a Chief Executive
Officer, the powers and duties herein enumerated for such Chief Executive
Officer will be deemed to be the powers and duties of the President and shall
be exercised by the President to the same extent
22
<PAGE> 23
Exhibit 3-B
Page 23
and in the same manner as such powers and duties might be exercised by the
Chief Executive Officer had such officer been elected.
All of the officers of the Corporation shall hold office for one year
and until others are elected or appointed and qualified in their stead, unless
in the election or appointment of the officer it shall be specified that the
officer holds the office for a shorter period or subject to the pleasure of the
Board of Directors, the Chief Executive Officer or the President, and subject
also to the provisions of Section 10 of this Article VII.
All vacancies in such offices by resignation, death or otherwise may
be filled by the Board of Directors.
Section 2. The Chief Executive Officer. The Chief Executive Officer
shall have general and active supervision and direction over the business and
affairs of the Corporation and over its several officers, subject, however, to
the control of the Board of Directors and of the Executive Committee. The
Chief Executive Officer shall see that all orders and resolutions of the Board
of Directors and of the Executive Committee are carried into effect. The Chief
Executive Officer shall make or cause the President to make a report of the
state of the business of the
23
<PAGE> 24
Exhibit 3-B
Page 24
Corporation at each annual meeting of the Stockholders and from time to time
the Chief Executive Officer shall report to the Stockholders and to the Board
of Directors and to the Executive Committee all matters within the Chief
Executive Officers' knowledge which, in the Chief Executive Officer's judgment,
the interests of the Corporation may require to be brought to their notice.
The Chief Executive Officer shall perform such other duties as may be assigned
to the Chief Executive Officer from time to time by the Board of Directors.
Section 3. The President. The President shall have general and
active supervision over the business of the Corporation and over its several
officers, subject, however, to the direction of the Chief Executive Officer and
to the control of the Board of Directors and of the Executive Committee. At
the request of the Chief Executive Officer, or in case of the Chief Executive
Officer's absence or inability to act, the President shall perform the duties
of the Chief Executive Officer, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the Chief Executive Officer.
In general the President shall perform all duties incident to the office of
President, and such other duties as from time to time may be assigned to the
President by the
24
<PAGE> 25
Exhibit 3-B
Page 25
Board of Directors or by the Executive Committee or by the Chief Executive
Officer.
Section 4. Senior Vice Presidents. The Senior Vice Presidents shall
perform such duties as the Chief Executive Officer or the President shall from
time to time require. In the absence or incapacity of the President, the
Senior Vice President designated by the Chief Executive Officer, the President,
or by the Board of Directors shall exercise the powers and duties of the
President.
Section 5. Vice Presidents. The Vice Presidents shall perform such
duties as the Chief Executive Officer or the President shall from time to time
require.
Section 6. The Secretary. The Secretary shall attend all meetings
of the Board of Directors and of the Stockholders and act as clerk thereof and
record all votes and the minutes of all proceedings in a book to be kept for
that purpose, and shall perform like duties for the standing committees when
required.
The Secretary shall keep in safe custody the seal of the Corporation
and, when authorized by the Board of Directors or the Executive Committee,
affix the seal to any instrument requiring the same.
25
<PAGE> 26
Exhibit 3-B
Page 26
The Secretary shall see that proper notice is given of all meetings
of the Stockholders of the Corporation and of the Board of Directors and shall
perform such other duties as may be prescribed from time to time by the Board
of Directors, by the Chief Executive Officer or by the President.
At the request of the Secretary, or in the Secretary's absence or
inability to act, the Assistant Secretary or, if there be more than one, the
Assistant Secretary designated by the Secretary, shall perform the duties of
the Secretary and when so acting shall have all the powers of and be subject to
all the restrictions of the Secretary. The Assistant Secretaries shall perform
such other duties as may from time to time be assigned to them by the Board of
Directors, Chief Executive Officer, President or Secretary.
Section 7. The Treasurer. The Treasurer shall be the financial
officer of the Corporation, shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation, shall deposit all
moneys and other valuables in the name and to the credit of the Corporation, in
such depositories as may be directed
26
<PAGE> 27
Exhibit 3-B
Page 27
by the Board of Directors, and shall disburse the funds of the Corporation as
may be ordered by the Board, Chief Executive Officer or by the President. The
Treasurer shall also perform such other duties as the Chief Executive Officer,
the President or the Board of Directors may from time to time require.
If required by the Board of Directors, the Treasurer shall give the
Corporation a bond in a form and in a sum with surety satisfactory to the Board
of Directors for the faithful performance of the duties of the Treasurer's
office and the restoration to the Corporation, in the case of the Treasurer's
death, resignation or removal from office of all books, papers, vouchers, money
and other property of whatever kind in the Treasurer's possession belonging to
the Corporation.
At the request of the Treasurer, or in the Treasurer's absence or
inability to act, the Assistant Treasurer, or, if there be more than one, the
Assistant Treasurer designated by the Treasurer, shall perform the duties of
the Treasurer and when so acting shall have all the powers of and be subject to
all the restrictions of the Treasurer. The Assistant Treasurers shall perform
such other duties as may from time to time be
27
<PAGE> 28
Exhibit 3-B
Page 28
assigned to them by the Chief Executive Officer, the President, the Treasurer,
or the Board of Directors.
Section 8. The Controller. Controller shall maintain the corporate
books and records of the Corporation; maintain an accounting system to support
the ratemaking process; ensure timely and accurate measurement of gas entering
and leaving the system and the proper accounting for all gas purchased, sold,
transported and exchanged; and render an accounting of all transactions and of
the financial condition of the Corporation.
The Controller shall also perform such other duties as the Chief
Executive Officer or the President or the Board of Directors may from time to
time require.
At the request of the Controller, or in the Controller's absence or
inability to act, the Assistant Controller, or, if there be more than one, the
Assistant Controller designated by the Controller, shall perform the duties of
the Controller and when so acting shall have all the powers of and be subject
to all the restrictions of the Controller. The Assistant Controllers shall
perform such other duties as
28
<PAGE> 29
Exhibit 3-B
Page 29
may from time to time be assigned to them by the Chief Executive Officer, the
President, the Controller, or the Board of Directors.
Section 9. Delegation of Powers, Duties, Etc. In the case of
absence or inability to act of any officer of the Corporation, and of any
person herein authorized to act in their place, the Board of Directors may from
time to time delegate the powers or duties of such officer to any other officer
or any Director or other person whom they may select.
Section 10. Removal. Any officer of the Corporation may be removed,
either with or without cause, at any time, by resolution adopted by the Board
of Directors at a special meeting of the Board called for that purpose, or by
any committee or superior officer upon whom such power of removal may be
conferred by the Board of Directors.
ARTICLE VIII.
Contracts, Checks, Notes, Etc.
All contracts and agreements authorized by the Board of Directors or
the Executive Committee and all checks, drafts, notes, bonds, bills of exchange
and orders for the payment of money (including orders for repetitive or
non-repetitive electronic funds transfers) shall, unless
29
<PAGE> 30
Exhibit 3-B
Page 30
otherwise directed by the Board of Directors, or unless otherwise required by
law, be signed by any two of the following officers: the Chief Executive
Officer, the President, any Senior Vice President, any Vice President, the
Treasurer, the Controller, the Secretary, any Assistant Treasurer, any
Assistant Controller or any Assistant Secretary; provided that in every case at
least one such officer shall be the Chief Executive Officer, the President, a
Senior Vice President, a Vice President, the Treasurer, the Controller or the
Secretary.
The Board of Directors may, however, notwithstanding the foregoing
provision, by resolution adopted at any meeting, authorize any of said officers
to sign checks, drafts and such orders for the payment of money singly and
without necessity of counter-signature, and may designate officers of the
Corporation other than those named above, or different combinations of such
officers, who may, in the name of the Corporation, execute checks, drafts and
such orders for the payment of money in its behalf. Further, the Treasurer is
authorized to designate to the Corporation's banks, in writing, individuals
employed by the Corporation and the Columbia Gas System Service Corporation
Cash Management Department, who need not be officers or employees of the
Corporation, to
30
<PAGE> 31
Exhibit 3-B
Page 31
give in the name of the Corporation telephonic, telegraphic, or electronic
transfer instructions for the payment of money, which may, with respect to
routine items, include instructions as to the amount to be transferred, to any
bank pursuant to previously issued written orders, signed by officers of the
Corporation in any manner provided above, which designate the recipients of
such amounts and which identify what shall be treated as routine items.
ARTICLE IX.
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of
January of each year.
ARTICLE X.
Indemnification
31
<PAGE> 32
Exhibit 3-B
Page 32
Section 1. Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative), by reason of the
fact that the person was or is a Director, officer, employee or agent of the
Corporation or of any other corporation, partnership, joint venture, trust or
other enterprise (hereinafter collectively referred to as an "other
corporation") which the person serves or served as such at the request of the
Corporation, shall, subject to the provisions of Section 2 hereof and except as
prohibited by law, be indemnified by the Corporation against expenses and
liabilities actually and reasonably incurred by that person in connection with
such action, suit or proceeding (whether brought by or in the right of the
Corporation or such other corporation or otherwise); provided that (a) no
indemnification shall be made in respect of any claim, issue or matter in any
action, suit or proceeding by or in the right of the Corporation as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of such person's duty to the Corporation except to the
extent that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought shall determine upon
32
<PAGE> 33
Exhibit 3-B
Page 33
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or such other court shall
deem proper and (b) no person shall be indemnified for liabilities incurred on
account of profits realized by such person in the purchase or sale of
securities of the Corporation or any expenses incurred in connection with such
liability. As used in this Article X the term "expenses" shall include
attorneys' fees and disbursements and the term "liabilities" shall include
judgments, fines, penalties and amounts paid in settlement.
Section 2. Indemnification under the foregoing Section 1 shall be
subject to the following additional provisions:
(a) Except in cases of indemnification to be made on the basis and
to the extent that the person to be indemnified has been successful on the
merits or otherwise in defense of an action, suit or proceeding, or a
claim, issue or matter therein, any indemnification under said Section 1
shall be made only if a Referee, who shall be independent legal counsel,
who may be
33
<PAGE> 34
Exhibit 3-B
Page 34
regular counsel for the Corporation, selected and compensated by the Board
of Directors (whether or not acting by a quorum consisting of Directors
who are not parties to such action, suit or proceeding), shall deliver to
the Corporation a written opinion that the person claiming indemnification
acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. The termination of any claim,
action, suit or proceeding by judgment, order, settlement or conviction or
on a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that a person did not meet the foregoing standards of
conduct. When indemnification hereunder requires an opinion of a Referee,
the person to be indemnified shall, at the request of the Referee, appear
before the Referee and answer questions which the Referee deems
34
<PAGE> 35
Exhibit 3-B
Page 35
relevant and shall be given ample opportunity to present to the Referee
evidence upon which such person relies for indemnification. The
Corporation shall, at the request of the Referee, make available to the
Referee the facts, opinions or other evidence in any way relevant for the
Referee's finding which are in the possession or control of the
Corporation.
(b) Any indemnification under said Section 1 of a Director, officer,
employee or agent of the Corporation (in their status as such) against
their liabilities in connection with an action, suit or proceeding by or
in the right of the Corporation to procure a judgment in its favor, and
any indemnification under said Section 1 of a Director, officer, employee
or agent of another corporation (in their status as such) against their
expenses and liabilities in connection with any action, suit or
proceeding, whether or not they have been successful on the merits or
otherwise in defense thereof or of a claim, issue or matter therein,
35
<PAGE> 36
Exhibit 3-B
Page 36
shall (unless ordered by a court) be made by the Corporation only if and
to the extent authorized by the Board of Directors of the Corporation, in
its discretion, after receipt of a written opinion of a Referee when
required in accordance with paragraph (a) above, and acting either (1) by
a majority vote of a quorum consisting of Directors who are not parties to
such action, suit or proceeding or (2) if such a quorum is not obtainable,
by a majority vote of a quorum which may include Directors who are
parties, but shall include all available Directors who are not parties, to
such action, suit or proceeding.
Section 3. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors acting either by a majority vote of a quorum consisting of
Directors not parties to the action, suit or proceeding, or if
36
<PAGE> 37
Exhibit 3-B
Page 37
such a quorum is not obtainable, by a majority vote of a quorum which may
include Directors who are parties, but shall include all available Directors
who are not parties to such action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the person to be indemnified to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation.
Section 4. The rights of indemnification provided in this Article X
shall be in addition to any rights to which any person referred to in Section 1
of this Article X may otherwise lawfully be entitled and shall be available
whether or not the claim asserted against such person is based on matters which
antedate the adoption of this Article X.
Section 5. The indemnification provided or authorized by this
Article shall continue as to a person who has ceased to be a Director, officer,
or employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
ARTICLE XI.
Amendments
37
<PAGE> 38
Exhibit 3-B
Page 38
These By-Laws may be altered, amended, repealed or new By-Laws may be
made by the Stockholders at a Stockholders meeting, or, at any meeting of the
Board of Directors, by vote of a majority of the whole Board of Directors,
provided that the proposed action in respect thereof shall be stated in the
notice of such meeting. By-Laws made, altered or amended by the Board of
Directors shall be subject to alteration, amendment or repeal by the
Stockholders.
38
<PAGE> 1
Exhibit 4-A
Page 1
CERTIFICATE OF INCORPORATION
OF
CNS MICROWAVE, INC.
* * * * * *
FIRST: The name of the Corporation is CNS Microwave, Inc.
SECOND: The address of the registered office of the Corporation in
the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle, 19801. The name of the Corporation's registered agent at that
address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "DGCL").
FOURTH: The total number of shares of Common Stock which the
Corporation shall have authority to issue is Two Thousand (2,000) shares, and
the par value of each of such shares is One Dollar ($1.00) per share.
FIFTH: The name and mailing address of the incorporator are Mark A.
Cleaves, Esquire, 12355 Sunrise Valley Drive, Reston, VA 20191-3458. The
powers of the incorporator are to terminate upon the election of directors of
the Corporation.
SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
<PAGE> 2
Exhibit 4-A
Page 2
1. The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the Bylaws of the
Corporation and to exercise the powers and authorities as are provided in the
Bylaws then in effect, subject to applicable limitations as provided in such
Bylaws.
2. The number of directors of the Corporation shall be as from
time to time fixed by, or in the manner provided in, the Bylaws of the
Corporation. Election of directors need not be by written ballot unless the
Bylaws so provide. Directors need not be stockholders of the Corporation.
SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the Bylaws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders and directors are subject to this reserved power.
NINTH: A director of the Corporation shall not be liable to the
Corporation nor its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability of
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any
amendment, modification or repeal of the foregoing sentence by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation in
- 2 -
<PAGE> 3
Exhibit 4-A
Page 3
respect of any act or omission occurring prior to the time of such amendment,
modification, or repeal.
I, the undersigned, being the incorporator hereinabove name, for the
purpose of forming a corporation pursuant to the DGCL, do make this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein states are true, and accordingly have hereunto set my hand
this Fifteenth day of October, 1996.
-----------------------------
Incorporator
- 3 -
<PAGE> 1
Exhibit 4-B
Page 1
BY-LAWS
of
COLUMBIA GULF TRANSMISSION COMPANY
---------------
ARTICLE I.
Section 1. Seal. The corporate seal of Columbia Gulf
Transmission Company (hereinafter called the Corporation) shall consist of a
metallic stamp, circular in form, bearing in its center the words "Incorporated
1958 Delaware" and on the outer edges the words "Columbia Gulf Transmission
Company".
ARTICLE II.
Section 1. Principal Office. The location of the
Corporation's principal office shall be in the City of Wilmington, County of
New Castle, State of Delaware.
Section 2. Other Offices. The Corporation may also have an
office or offices at such other place and places, either within or without the
State of Delaware, as the Board of Directors may from time to time determine or
the business of the Corporation require.
Section 3. Books. The books, documents and papers of the
Corporation, except as may be otherwise required by the laws of the
1
<PAGE> 2
State of Delaware, may be kept outside of the said State at such places as the
Board of Directors may from time to time appoint.
ARTICLE III.
CAPITAL STOCK
Section 1. Certificates for Shares. Each certificate for
shares of the Corporation shall plainly state the number of shares which it
represents, and shall be in such form as shall be approved by the Board of
Directors. The certificates for shares shall be numbered in the order of their
issue, shall be signed by the President or Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary, and the
seal of the Corporation shall be affixed thereto.
Section 2. Transfer of Shares. Certificates for shares of
the capital stock of the Corporation shall be transferable on the stock books
of the Corporation by the holder thereof, or by his attorney thereunto
authorized by a power of attorney duly executed, acknowledged and filed with
the Secretary of the Corporation, and on surrender of the certificate or
certificates for such shares. Every such certificate surrendered to the
Corporation shall be marked "Cancelled", with the date of cancellation. The
person in whose name shares of stock stand upon the books of the Corporation
shall be deemed to be the owner thereof for all purposes as regards the
Corporation. No transfer of shares shall be valid as against the Corporation,
its Stockholders or creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until it
shall have been entered in the share records of the Corporation. The Board of
Directors may also make such additional rules and regulations
2
<PAGE> 3
as it may deem expedient concerning the issue and transfer of certificates for
shares of the capital stock of the Corporation and may make such rules as it
may deem expedient concerning the issue of certificates in lieu of certificates
alleged to have been lost, destroyed or mutilated.
Section 3. Closing of Transfer Books. The Board of Directors
may close the stock transfer books of the Corporation for a period not
exceeding fifty days preceding the date of any meeting of Stockholders or the
date for payment of any dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of capital stock shall go into
effect, or for any other purpose deemed desirable by the Board of Directors;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding
fifty days preceding the date of any meeting of Stockholders or the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, as a record for the determination of the Stockholders entitled to
notice of, and to vote at such meeting, or to receive payment of such dividend,
or to receive such allotment of rights, or to exercise such rights, as the case
may be, and notwithstanding any transfer of any stock on the books of the
Corporation after such record date fixed as aforesaid.
ARTICLE IV.
STOCKHOLDERS MEETINGS
3
<PAGE> 4
Section 1. Annual Meetings. The annual meeting of the
Stockholders of the Corporation, for the election of directors and for the
transaction of such other business as may properly come before the meeting,
shall be held on the Thursday preceding the last Thursday in May in each year
or, if a legal holiday, on the first day thereafter not a legal holiday,
provided, however, that it may be held on some other day if all Stockholders of
record consent thereto in writing.
Section 2. Special Meetings. A special meeting of the
Stockholders (except in special cases regulated by statute) may be called at
any time by the Chairman of the Board, the President or a Vice-President or the
Board of Directors, and shall be so called on the written request of holders of
record of at least one-fifth of the number of shares of the Corporation then
outstanding and entitled to vote, which written request shall state the objects
of such meeting. If such meeting shall not be called within five days after
such request shall have been delivered at the office of the Corporation, the
Stockholders signing such request may appoint a chairman, who may be designated
in such request and who may call a meeting by notice given as provided in the
following Section.
Section 3. Notice of Meetings. Except as hereinafter in this
Section provided or as may be otherwise required by law, notice of the time and
place of holding each annual and special meeting of the Stockholders shall be
in writing and shall be delivered personally or mailed in a postage prepaid
envelope, not less than ten days before such meeting, to each person who
appears on the books of the Corporation as a Stockholder entitled to vote at
such meeting, and, if mailed, it shall
4
<PAGE> 5
be directed to such Stockholder at his address as it appears on such books
unless he shall have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in which
case it shall be mailed to the address designated in such request. The notice
of every special meeting, besides stating the time and place of such meeting,
shall state briefly the purpose or purposes thereof, and no business other than
that specified in such notice or germane thereto shall be transacted at the
meeting, except with the unanimous consent in writing of the holders of record
of all the shares of the Corporation entitled to vote at such meeting. Notice
of any meeting of Stockholders need not be given to any Stockholder, however,
if waived by him, whether before or after such meeting be held, in writing or
by telegraph, cable, radio or wireless, or if he shall attend such meeting in
person or by proxy. Notice of any adjourned meeting need not be given.
Section 4. Place of Meeting. All meetings of the
Stockholders shall be held either at the principal office of the Corporation in
the City of Wilmington, State of Delaware, or at such other place either within
or without the State of Delaware as may from time to time be fixed by the Board
of Directors or as shall be specified or fixed in the respective notices or
waivers of notice thereof; provided, however, that no change in the place of
holding the annual meeting for the election of Directors shall be made within
sixty days next before the day on which the election is to be held.
Section 5. Stockholders Entitled to Vote. Except where the
transfer books of the Corporation shall have been closed or a date shall
5
<PAGE> 6
have been fixed as a record date for the determination of its Stockholders
entitled to vote, as provided in Section 3 of Article III of these By-Laws, no
share of stock shall be voted on at any election for the directors which shall
have been transferred on the books of the Corporation within twenty days next
preceding such election of Directors.
It shall be the duty of the officers who have charge of the
stock ledger of the Corporation to prepare and make, at least ten days before
every election of Directors, a complete list of the Stockholders entitled to
vote at said election, arranged in alphabetical order, and showing the address
of each Stockholder and the number of shares registered in the name of each
Stockholder. Such list shall be open to the examination of any Stockholder
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not so specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any Stockholder who may be
present.
Section 6. Quorum. At all meetings of the Stockholders of
the Corporation, except as otherwise provided by law, the holders of a majority
of the outstanding shares of the Corporation, present in person or by proxy and
entitled to vote thereat, shall constitute a quorum for the transaction of
business. In the absence of a quorum a majority in interest of the
Stockholders so present or represented and entitled to
6
<PAGE> 7
vote may adjourn the meeting from time to time and from place to place until a
quorum shall be obtained. At any such adjourned meeting at which a quorum
shall be present any business may be transacted which might have been
transacted at the meeting as originally called.
Section 7. Organization. At each meeting of the
Stockholders, the Chairman of the Board, or, in his absence, the President or,
in his absence, a Vice-President shall act as chairman of the meeting and the
Secretary of the Corporation or, in his absence, one of the Assistant
Secretaries of the Corporation shall act as secretary of the meeting. In case
at any meeting none of the officers who has been designated to act as chairman
or secretary of the meeting, respectively, shall be present, a chairman or a
secretary of the meeting, as the case may be, shall be chosen by a majority in
interest of the Stockholders present in person or by proxy and entitled to vote
at such meeting.
Section 8. Voting. At each meeting of the Stockholders each
Stockholder of record entitled to vote thereat shall be entitled to one vote
for each share standing in his name on the books of the Corporation. Persons
holding shares in a fiduciary capacity shall be entitled to vote the shares so
held and persons whose shares shall be pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the book of the Corporation he
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent said stock and vote thereon. The vote
on shares may be given by the Stockholder entitled thereto in person or by
proxy duly appointed by an instrument in writing subscribed by such
7
<PAGE> 8
Stockholder, or by his attorney thereunto duly authorized, and delivered to the
secretary of the meeting; provided, however, that no proxy shall be valid after
the expiration of three years from the date of its execution unless the
Stockholder executing it shall have specified therein the length of time it is
to continue in force, which shall be for a period therein limited. At all
meetings of the Stockholders, a quorum being present, all matters, except as
otherwise provided by law or by the Certificate of Incorporation of the
Corporation or by these By-Laws, shall be decided by a majority in interest of
the Stockholders of the Corporation present in person or by proxy and entitled
to vote.
ARTICLE V.
BOARD OF DIRECTORS
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed by the Board of Directors.
* Section 2. Number, Term of Office and Qualifications. The Board of
Directors shall consist of not less than five nor more than nine directors, as
the Board shall fix, who need not be stockholders of the Corporation. Each
director shall continue in office until his term shall have expired and until
his successor shall have been elected and shall have qualified, or until his
death or removal or until he shall have resigned.
- -------------------------------
* Section 2, first Paragraph, amended on June 6, 1961 to change number
of directors from 6 to 7.
Further amended on May 13, 1975 to include not less than 5 nor more
than 9 directors.
8
<PAGE> 9
The Board of Directors of the Corporation may at any time be increased
or decreased by a vote either of a majority of the members of the Board or by
vote of the Stockholders having voting power, and by appropriate amendment of
the foregoing clause of these By-Laws. In case of any such increase the
vacancies thus created shall be filled as hereinafter provided in Section 7 of
this Article V.
Section 3. Election of Directors. Except as otherwise
provided by law or by these By-Laws, at each meeting of the Stockholders for
the election of directors at which a quorum shall be present, the persons
receiving a plurality of the votes cast shall be directors.
Section 4. Organization. At each meeting of the Board of
Directors, the Chairman of the Board or, in his absence, the President or, in
his absence, a Vice-President or, in the absence of the Chairman of the Board,
the President and Vice-Presidents, a chairman chosen by the majority of the
directors present shall preside. The Secretary of the Corporation shall act as
secretary of the Board of Directors. In case the Secretary shall be absent
from any meeting of the Board of Directors, an Assistant Secretary shall
perform the duties of the Secretary at such meeting and in case the Secretary
and the Assistant Secretaries shall be absent from any meeting of the Board of
Directors, the Chairman may appoint any person to act as secretary of the
meeting.
Section 5. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the President or to the
Secretary of the Corporation. Such resignation shall take effect at the date
of the receipt of such notice or at any later time specified
9
<PAGE> 10
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6. Removal. Any director may be removed with or
without cause at any time by the affirmative vote of the majority in interest
of the Stockholders of record of the Corporation entitled to vote, given at a
special meeting of the Stockholders called for the purpose or at any annual
meeting of Stockholders; and the vacancy in the Board caused by such removal
may be filled by the Stockholders at such meeting.
Section 7. Vacancies. Any vacancy in the Board of Directors
(whether because of death, resignation, disqualification, an increase in the
number of directors, removal or any other cause) may be filled either by the
Board of Directors at any regular or special meeting thereof, by the vote of a
majority of the directors in office at the time of such meeting, or by the
Stockholders at the next annual meeting or any special meeting called for the
purpose, and the director or directors so elected shall hold office for a term
to expire at the next annual election of directors or until his or their
successor or successors shall be duly elected and qualified.
Section 8. Place of Meetings. The Board of Directors may
hold its meetings at such place or places within or without the State of
Delaware as the Board may from time to time by resolution determine.
Section 9. Annual Meetings. After each annual election of
directors, the newly elected directors may meet for the purpose of
organization, the election of officers and the transaction of other business at
such place and time as shall be fixed by written consent of
10
<PAGE> 11
the directors, or upon such notice as is hereinafter in Section 11 of this
Article V provided for special meetings of the Board of Directors.
Section 10. Regular Meetings. Regular meetings of the Board
of Directors shall be held at such times and places as the Board shall by
resolution determine. Notice of regular meetings need not be given. If any
day fixed for a regular meeting shall be a legal holiday, then such meeting
which would otherwise be held on that day shall be held at the same hour and
place on the next succeeding secular day not a legal holiday.
Section 11. Special Meetings. Special meetings of the Board
of Directors shall be held whenever called by the Chairman of the Board or by
the President or two of the directors. Notice of each special meting shall be
mailed to each director, addressed to him at his residence or usual place of
business, at least five (5) days before the day on which the meeting is to be
held, or shall be sent to him at such place by telegraph, cable, radio or
wireless, or be delivered personally or by telephone at least two (2) days
before the day on which the meeting is to be held. Every such notice shall
state the time and place but need not state the purposes of the meeting.
Notice of any such meeting need not be given to any director, however, if
waived by him, whether before or after such meeting be held, in writing or by
telegraph, cable, radio or wireless, or if he shall attend such meeting in
person, and any meeting of the Board of Directors shall be a legal meeting
without any notice thereof having been given if all of the directors shall be
present thereat.
11
<PAGE> 12
Section 12. Quorum and Manner of Acting. A majority of the
directors in office at the time of any regular or special meeting of the Board
of Directors shall constitute a quorum for the transaction of business at such
meeting and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors. In the
absence of a quorum, a majority of the directors present may, without notice
other than announcement at the meeting, adjourn the meeting from time to time
until a quorum be had.
Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting, if prior to such action
a written consent thereto is signed by all members of the Board, and such
written notice is filed with the minutes of proceedings of the Board.
Section 13. Fees. Each director shall, unless he is a
salaried officer or employee of the Corporation or of any corporation owning a
majority of the stock of the Company, or of a corporation controlled by a
corporation owning a majority of the stock of the Corporation, be paid such
fee, if any, as shall be fixed by the Board of Directors, for each meeting of
the Board which he shall attend and in addition his transportation and other
expenses actually incurred by him in going to the meeting and returning
therefrom. The same payment shall be made to anyone other than a director
officially called to attend any such meeting.
ARTICLE VI.
EXECUTIVE COMMITTEE
12
<PAGE> 13
Section 1. Number, Term of Office, and Qualifications. The
Board of Directors shall, by resolution adopted by a majority of the whole
Board, designate annually three or more of their number, one of whom shall be
the Chairman of the Board and one the President of the Corporation, to
constitute an Executive Committee. The Board of Directors may also designate
as alternate members of the Executive Committee other directors who, in the
event of disaster or emergency resulting from nuclear or other major
destruction, shall serve, in such order of succession as the Board may
prescribe, in the place of any member or members of the Executive Committee who
may, at the time of such destruction, be incapacitated or prevented from
reaching the place where the meeting of the Executive Committee is to be held.
When the Board of Directors is not in session, the Executive Committee shall
have, and may exercise, all lawfully delegable powers of the Board of
Directors. Each member and alternate member of the Executive Committee shall
continue to be a member or alternate member thereof, respectively, only during
the pleasure of a majority of the whole Board.
Section 2. Chairman and Secretary. The Chairman of the Board
shall be the Chairman of the Executive Committee and the Secretary of the
Company shall act as Secretary thereof. In the absence from any meeting of the
Executive Committee of its Chairman, the President of the Company, if then
present, shall act as Chairman of the meeting and in case the President is not
present, the Committee shall appoint a chairman of the meeting. In the absence
from any meeting of the Executive Committee of its Secretary, the Committee
shall appoint a secretary of the meeting.
13
<PAGE> 14
Section 3. Regular and Special Meetings - Notice and Rules of
Procedure. Regular meetings of the Executive Committee, of which no notice
shall be necessary, shall be held on such days and at such places as shall be
fixed by resolution adopted by a majority of such Committee and communicated to
all of its members. Special meetings of the Committee may be called at the
request of any member of such Committee. Two days' notice of each special
meeting of the Committee shall be given by mail, telegraph or telephone or be
delivered personally to each member of such Committee. Notice of any such
meeting need not be given to any member of the Committee, however, if waived by
him in writing or by mail, telegraph or cable, whether before or after such
meeting be held, or if he shall be present at the meeting; and any meeting of
the Executive Committee shall be a legal meeting without any notice thereof
having been given, if all the members of the Committee shall be present
thereat. In the absence of written instructions from a member of the Executive
Committee designating some other address, notice shall be sufficiently given if
addressed to him at his usual business address. Subject to the provisions of
this Article VI, the Executive Committee, by resolution of a majority of all of
its members, shall fix its own rules of procedure and shall keep a record of
its proceedings and report them to the Board of Directors at the next regular
meeting thereof after such proceedings shall have been taken. All such
proceedings shall be subject to revision or alteration by the Board of
Directors; provided, however, that third parties shall not be prejudiced by
such revision or alternation.
14
<PAGE> 15
Section 4. Quorum and Manner of Acting. A majority of the
Executive Committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at a meeting at which a quorum is
present shall be the act of the Executive Committee. Less than a quorum may
adjourn a meeting. The members of the Executive Committee shall act only as a
committee, and the individual members shall have no power as such.
Any action required or permitted to be taken at any meeting of
the Executive Committee may be taken without a meeting, if prior to such action
a written consent thereto is signed by all members of the Executive Committee,
and such written notice is filed with the minutes of proceedings of the
Executive Committee.
Section 5. Resignation. Any member of the Executive
Committee may resign at any time by giving written notice to the President or
to the Secretary of the Corporation. Such resignation shall take effect at the
time specified in such notice and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. Any vacancy in the Executive Committee
shall be filled by the vote of a majority of the Board of Directors.
Section 7. Fees. The members of the Executive Committee
shall be entitled to receive such fees and compensation as the Board of
Directors may determine.
ARTICLE VII.
15
<PAGE> 16
OFFICERS
Section 1. Number. The officers of the Corporation shall be
the Chairman of the Board, the President, one or more Vice-Presidents, the
Secretary and the Treasurer, who shall be elected by the Board of Directors,
and such additional Assistant Secretaries, Assistant Treasurers, and special
subordinate officers as may from time to time be elected or appointed by the
Board of Directors or appointed by the Chairman of the Board or the President.
Any two or more of the above offices, other than the offices of the President
and Secretary, may be held by the same person.
In the discretion of the Board of Directors, the office of
Chairman of the Board may, from time to time, be abolished, or re-established.
Should the office of Chairman of the Board be so abolished by the Board of
Directors or should the Board of Directors fail to elect a Chairman of the
Board, the powers and duties herein enumerated for such Chairman of the Board
will be deemed to be the powers and duties of the President and shall be
exercised by the President to the same extent and in the same manner as such
powers and duties might be exercised by the Chairman of the Board had such
officer been elected.
All of the officers of the Corporation shall hold office for
one year and until others are elected or appointed and qualified in their
stead, unless in the election or appointment of the officer it shall be
specified that he holds his office for a shorter period or subject to the
pleasure of the Board of Directors, the Chairman of the Board or the President,
subject to the provisions of Section 7 of the Article VII.
16
<PAGE> 17
All vacancies in such offices by resignation, death or
otherwise may be filled by the Board of Directors.
Section 2. The Chairman of the Board. The Chairman of the
Board shall have general and active supervision and direction over the business
and affairs of the Corporation and over its several officers, subject, however,
to the control of the Board of Directors and of the Executive Committee. He
shall see that all orders and resolutions of the Board of Directors and of the
Executive Committee are carried into effect. He shall make or cause the
President to make a report of the state of the business of the Corporation at
each annual meeting of the Stockholders and from time to time he shall report
to the Stockholders and to the Board of Directors and to the Executive
Committee all matters within his knowledge which, in his judgment, the
interests of the Corporation may require to be brought to their notice. He
shall perform such other duties as may be assigned to him from time to time by
the Board of Directors.
Section 3. The President. The President shall have general
and active supervision over the business of the Corporation and over its
several officers, subject, however, to the direction of the Chairman of the
Board and to the control of the Board of Directors and of the Executive
Committee. At the request of the Chairman of the Board, or in case of his
absence or inability to act, the President shall perform the duties of the
Chairman of the Board, and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the Chairman of the Board. In general,
he shall perform all duties incident to the office of President, and such other
duties as from time to time may be
17
<PAGE> 18
assigned to him by the Board of Directors or by the Executive Committee or by
the Chairman of the Board.
Section 4. Vice-Presidents. The Vice-Presidents shall
perform such duties as the Board of Directors shall, from time to time,
require. In the absence or incapacity of the President, the Vice-President
designated by the Chairman of the Board, the President or the Board of
Directors shall exercise the powers and duties of the President.
Section 5. The Treasurer. the Treasurer shall be the
financial officer of the Corporation, shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, shall deposit
all moneys and other valuables in the name and to the credit of the
Corporation, in such depositories as may be directed by the Board of Directors,
shall disburse the funds of the Corporation as may be ordered by the Board or
by the President, taking proper vouchers therefor, and shall render to the
President and directors at all regular meetings of the Board or whenever they
may require it and to the annual meetings of the Stockholders an account of all
his transactions as Treasurer and of the financial condition of the
Corporation.
He shall also perform such other duties as the Board of Directors may
from time to time require.
If required by the Board of Directors, he shall give the
Corporation a bond in a form and in a sum with surety satisfactory to the Board
of Directors for the faithful performance of the duties of his office and the
restoration to the Corporation, in the case of his death,
18
<PAGE> 19
resignation or removal from office of all books, papers, vouchers, money and
other property of whatever kind in his possession belonging to the Corporation.
* At the request of the Treasurer, or in his absence or
inability to act, the Assistant Treasurer, or, if there be more than one, the
Assistant Treasurer designated by the Treasurer, shall perform the duties of
the Treasurer and when so acting shall have all the powers of and be subject to
all the restrictions of the Treasurer. The Controller and the Assistant
Treasurer(s) shall perform such other duties as may from time to time be
assigned to them by the Chairman of the Board, the President, the Treasurer, or
the Board of Directors.
Section 6. The Secretary. The Secretary shall attend all
meetings of the Board of Directors and of the Stockholders and act as clerk
thereof and record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform like duties for the standing
committees when required.
He shall keep in safe custody the seal of the Corporation and,
when authorized by the Board of Directors or the Executive Committee, affix the
seal to any instrument requiring the same.
He shall see that proper notice is given of all meetings of
the Stockholders of the Corporation and of the Board of Directors and shall
perform such other duties as may be prescribed from time to time by the Board
of Directors or by the President.
- ----------------------------
* Section 5, last Paragraph, amended on May 17, 1989 to recognize the
additional office of Controller.
19
<PAGE> 20
At the request of the Secretary, or in his absence or inability to
act, the Assistant Secretary or, if there be more than one, the Assistant
Secretary designated by the Secretary, shall perform the duties of the
Secretary and when so acting shall have all the powers of and be subject to all
the restrictions of the Secretary. The Assistant Secretaries shall perform
such other duties as may from time to time be assigned to them by the
President, the Secretary, or the Board of Directors.
Section 7. Delegation of Powers, Duties, Etc. In the case of
absence or inability to act of any officer of the Corporation, and of any
person herein authorized to act in his place, the Board of Directors may from
time to time delegate the powers or duties of such officer to any other officer
or any director or other person whom they may select.
Section 8. Removal. Any officer of the Corporation may be
removed, either with or without cause, at any time, by resolution adopted by
the Board of Directors at a special meeting of the Board called for that
purpose, or by any committee or superior officer upon whom such power of
removal may be conferred by the Board of Directors.
ARTICLE VIII. *
CONTRACTS, CHECKS, NOTES, ETC.
All contracts and agreements authorized by the Board of
Directors or the Executive Committee shall, unless otherwise directed by the
Board of Directors or the Executive Committee, or unless otherwise
- ----------------------
* Article VIII, amended on May 17, 1989 to more clearly provide for the
electronic transfer of funds.
20
<PAGE> 21
required by law, be signed by any of the following officers: Chairman of the
Board, President, Vice President, Treasurer, Assistant Treasurer, the Secretary
or Assistant Secretary, singly and without necessity of countersignature. All
checks, drafts, notes, bonds, bills of exchange and orders for the payment of
money (including orders for repetitive or non-repetitive electronic funds
transfers) shall, unless otherwise directed by the Board of Directors, or
unless otherwise required by law, be signed by any two of the following
officers: the Chairman of the Board, the President, any Vice President, the
Treasurer, the Secretary, the Controller, or any Assistant Treasurer or
Assistant Secretary; provided that in every case at least one such officer
shall be the Chairman of the Board, the President, a Vice President, the
Treasurer or the Secretary. The Board of Directors may, however,
notwithstanding the foregoing provision, by resolution adopted at any meeting,
authorize any of said officers to sign checks, drafts and such orders for the
payment of money singly and without necessity of countersignature, and may
designate officers of the Corporation other than those named above, or
different combinations of such officers, who may, in the name of the
Corporation, execute checks, drafts and such orders for the payment of money in
its behalf. Further, the Treasurer is authorized to designate to the
Corporation's banks, in writing, individuals employed by the Corporation and
the Columbia Gas System Service Corporation Cash Management Department, who
need not be officers or employees of the Corporation, to give in the name of
the Corporation telephonic, telegraphic, or electronic transfer instructions
for the payment of money, which may, with respect to routine items, include
instructions as
21
<PAGE> 22
to the amount to be transferred, to any bank pursuant to previously issued
written orders, signed by officers of the Corporation in any manner provided
above, which designate the recipients of such amounts and which identify what
shall be treated as routine items.
ARTICLE IX.
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January of each year.
ARTICLE X.
AMENDMENTS
These By-Laws may be altered, amended or repealed or new
By-Laws may be made by the Stockholders, or, at any meeting of the Board of
Directors, by vote of a majority of the whole Board of Directors, provided that
the proposed action in respect thereof shall be stated in the notice of such
meeting. By-Laws made, altered or amended by the Board of Directors shall be
subject to alteration, amendment or repeal by the Stockholders.
ARTICLE XI. *
- --------------------------
* Amended June 4, 1968 to add Article XI relating to Indemnification.
22
<PAGE> 23
INDEMNIFICATION
(a) Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative), by reason of the
fact that he was or is a director, officer, employee or agent of the
Corporation or of any other corporation, partnership, joint venture, trust or
other enterprise (hereinafter collectively referred to as an "other
corporation") which he serves or served as such at the request of the
Corporation, shall, subject to the provisions of subsection (b) hereof and
except as prohibited by law, be indemnified by the Corporation against expenses
and liabilities actually and reasonably incurred by him in connection with such
action, suit or proceeding (whether brought by or in the right of the
Corporation or such other corporation or otherwise); provided that (i) no
indemnification shall be made in respect of any claim, issue or matter in any
action, suit or proceeding by or in the right of the Corporation as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the Corporation except to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper and (ii) no person
shall be indemnified for liabilities incurred on account of profits realized by
him in the purchase or sale of securities of the Corporation or any expenses
23
<PAGE> 24
incurred in connection with such liability. As used in this Article XI the
term "expenses" shall include attorneys' fees and disbursements and the term
"liabilities" shall include judgments, fines, penalties and amounts paid in
settlement.
(b) Indemnification under the foregoing subsection (a) shall
be subject to the following additional provisions:
(i) Except in cases of indemnification to be made
on the basis and to the extent that the person to be
indemnified has been successful on the merits or otherwise in
defense of an action, suit or proceeding, or a claim, issue or
matter therein, any indemnification under said subsection (a)
shall be made only if a Referee, who shall be independent
legal counsel, who may be regular counsel for the Corporation,
selected and compensated by the Board of Directors (whether or
not acting by a quorum consisting of directors who are not
parties to such action, suit or proceeding), shall deliver to
the Corporation his written opinion that the person claiming
indemnification acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any claim, action,
suit or proceeding by judgment, order, settlement or
conviction or on a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that a person did
not meet the
24
<PAGE> 25
foregoing standards of conduct. When indemnification
hereunder requires an opinion of a Referee, the person to be
indemnified shall, at the request of the Referee, appear
before him and answer questions which the Referee deems
relevant and shall be given ample opportunity to present to
the Referee evidence upon which he relies for indemnification.
The Corporation shall, at the request of the Referee, make
available to him the facts, opinions or other evidence in any
way relevant for his finding which are in the possession or
control of the Corporation.
(ii) Any indemnification under said subsection (a)
of a director, officer, employee or agent of the Corporation
(in his status as such) against his liabilities in connection
with an action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor, and any
indemnification under said subsection (a) of a director,
officer, employee or agent of another corporation (in his
status as such) against his expenses and liabilities in
connection with any action, suit or proceeding, whether or not
he has been successful on the merits or otherwise in defense
thereof or of a claim, issue or matter therein, shall (unless
ordered by a court) be made by the Corporation only if and to
the extent authorized by the Board of Directors of the
Corporation, in its discretion, after receipt of a written
opinion of a Referee when required in accordance with
paragraph (i) above, and acting either (1)
25
<PAGE> 26
by a majority vote of a quorum consisting of directors who are
not parties to such action, suit or proceeding or (2) if such
a quorum is not obtainable, by a majority vote of a quorum
which may include directors who are parties, but shall include
all available directors who are not parties, to such action,
suit or proceeding.
(c) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the Board
of Directors acting either by a majority vote of a quorum consisting of
directors not parties to the action, suit or proceeding, or if such a quorum is
not obtainable, by a majority vote of a quorum which may include directors who
are parties, but shall include all available directors who are not parities to
such action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the person to be indemnified to repay such amount unless it shall ultimately
be determined that he is entitle to be indemnified by the Corporation.
(d) The rights of indemnification provided in this Article XI
shall be in addition to any rights to which any person referred to in
subsection (a) of this Article XI may otherwise lawfully be entitled and shall
be available whether or not the claim asserted against such person is based on
matters which antedate the adoption of this Article XI.
(e) The indemnification provided or authorized by this
Article shall continue as to a person who has ceased to be a director, officer,
or employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
26
<PAGE> 1
Exhibit 5-B
Page 1
(i)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Bye-Law Page
<S> <C>
1 Interpretation 1
2 Board of Directors 2
3 Management of the Company 3
4 Power to appoint managing director or
chief executive officer 3
5 Power to appoint manager 3
6 Power to authorise specific actions 3
7 Power to appoint attorney 4
8 Power to delegate to a committee 4
9 Power to appoint and dismiss employees 4
10 Power to borrow and charge property 4
11 Exercise of power to purchase shares of
or discontinue the Company 5
12 Election of Directors 5
13 Defects in appointment of Directors 5
14 Alternate Directors 5
15 Removal of Directors 6
16 Vacancies on the Board 7
17 Notice of meetings of the Board 7
18 Quorum at meetings of the Board 8
19 Meetings of the Board 8
20 Unanimous written resolutions 8
21 Contracts and disclosure of Directors' interests 8
22 Remuneration of Directors 9
23 Officers of the Company 9
24 Appointment of Officers 9
25 Remuneration of Officers 10
26 Duties of Officers 10
27 Chairman of meetings 10
28 Register of Directors and Officers 10
29 Obligations of Board to keep minutes 10
30 Indemnification of Directors and Officers of the Company 11
31 Waiver of claim by Member 12
32 Notice of annual general meeting 12
33 Notice of special general meeting 12
34 Accidental omission of notice of general meeting 13
35 Meeting called on requisition of members 13
36 Short notice 13
37 Postponement of meetings 13
</TABLE>
<PAGE> 2
Exhibit 5-B
Page 2
(ii)
<TABLE>
<S> <C>
38 Quorum for general meeting 14
39 Adjournment of meetings 14
40 Attendance at meetings 14
41 Written resolutions 14
42 Attendance of Directors 14
43 Voting at meetings 16
44 Voting on show of hands 16
45 Decision of chairman 16
46 Demand for a poll 16
47 Seniority of joint holders voting 17
48 Instrument of proxy 18
49 Representation of corporations at meetings 19
50 Rights of shares 19
51 Power to issue shares 19
52 Variation of rights, alteration of share capital
and purchase of shares of the Company 21
53 Registered holder of shares 22
54 Death of a joint holder 22
55 Share certificates 22
56 Calls on shares 22
57 Forfeiture of Shares 23
58 Contents of Register of Members 23
59 Inspection of Register of Members 24
60 Determination of record dates 24
61 Instrument of transfer 24
62 Restriction on Transfer 25
63 Transfers by joint holders 25
64 Representative of deceased Member 25
65 Registration on death or bankruptcy 26
66 Declaration of dividends by Board 26
67 Other distributions 27
68 Reserve fund 27
69 Deduction of amounts due to the Company 27
70 Issue of bonus shares 27
71 Records of account 27
72 Financial yearend 28
73 Financial statements 28
74 Appointment of Auditor 28
75 Remuneration of Auditor 29
76 Vacation of once of Auditor 29
77 Access to books of the Company 29
</TABLE>
<PAGE> 3
Exhibit 5-B
Page 3
(iii)
<TABLE>
<S> <C>
78 Report of the Auditor 29
79 Notices to Members of the Company 30
80 Notices to joint Members 30
81 Service and delivery of notice 30
82 The seal 30
83 Manner in which seal is to be affixed 31
84 Winding-up/distribution by liquidator 31
85 Alteration of Bye-laws 31
</TABLE>
<PAGE> 4
Exhibit 5-B
Page 4
INTERPRETATION
1. Interpretation
(1) In these Bye-laws the following words and expressions shall, where
not inconsistent with the context, have the following meanings respectively:
(a) "Act" means the Companies Act 1981 as amended from time to time;
(b) "Alternate Director" means an alternate Director appointed in
accordance with these Bye-laws;
(c) "Auditor" includes any individual or partnership;
(d) "Board" means the Board of Directors appointed or elected
pursuant to these Bye-laws and acting by resolution in
accordance with the Act and these Bye-laws or the Directors
present at a meeting of Directors at which there is a quorum;
(e) "Company" means the company for which these Bye- laws are
approved and confirmed;
(f) "Director" means a director of the Company and shall include an
Alternate Director;
(g) "Member" means the person registered in the Register of Members
as the holder of shares in the Company and, when two or more
persons are so registered as joint holders of shares, means the
person whose name stands first in the Register of Members as one
of such joint holders or all of such persons as the context so
requires;
(h) "notice" means written notice as further defined in these
Bye-laws unless otherwise specifically stated;
(i) "Officer" means any person appointed by the Board to hold an
office in the Company;
(j) "Register of Directors and Officers" means the Register of
Directors and Officers referred to in these Bye-laws;
(k) "Register of Members" means the Register of Members referred to
in these Bye-laws; and
<PAGE> 5
Exhibit 5-B
Page 5
(l) "Resident Representatives" means any person appointed to act as
resident representative and includes any deputy or assistant
resident representative.
(m) "Secretary" means the person appointed to perform any or all the
duties of secretary of the Company and includes any deputy or
assistant secretary.
(2) In these Bye-laws, where not inconsistent with the context:
(a) words denoting the plural number include the singular number and
vice versa;
(b) words denoting the masculine gender include the feminine gender;
(c) words importing persons include companies,
associations or bodies of persons whether
corporate or not;
(d) the word:-
(i) "may" shall be construed as permissive;
(ii) "shall" shall be construed as imperative; and
(e) unless otherwise provided herein words or expressions defined in
the Act shall bear the same meaning in these Bye-laws.
(3) Expressions referring to writing or written shall, unless the
contrary intention appears, include facsimile, printing, lithography,
photography and other modes of representing words in a visible form.
(4) Headings used in these Bye-laws are for convenience only and are not
to be used or relied upon in the construction hereof.
<PAGE> 6
Exhibit 5-B
Page 6
BOARD OF DIRECTORS
2. Board of Directors
The business of the Company shall be managed and conducted by the Board.
- 3 -
3. Management of the Company
(1) In managing the business of the Company, the Board may exercise all
such powers of the Company as are not, by statute or by these Bye-laws,
required to be exercised by the Company in general meeting subject,
nevertheless, to these Bye-laws, the provisions of any statute and to such
directions as may be prescribed by the Company in general meeting.
(2) No regulation or alteration to these Bye-laws made by the Company in
general meeting shall invalidate any prior act of the Board which would have
been valid if that regulation or alteration had not been made.
(3) The Board may procure that the Company pays all expenses incurred in
promoting and incorporating the Company.
4. Power to appoint managing or chief executive officer
The Board may from time to time appoint one or more Directors to the
office of managing director or chief executive officer of the Company who
shall, subject to the control of the Board, supervise and administer all of
the general business and affairs of the Company.
5. Power to appoint manager
The Board may appoint a person to act as manager of the Company's day to
day business and may entrust to and confer upon such manager such powers and
duties as it deems appropriate for
<PAGE> 7
Exhibit 5-B
Page 7
the transaction or conduct of such business.
6. Power to authorise specific actions
The Board may from time to time and at any time authorise any company,
firm, person or body of persons to act on behalf of the Company for any
specific purpose and in connection therewith to execute any agreement,
document or instrument on behalf of the Company.
7. Power to appoint attorney
The Board may from time to time and at any time by power of attorney
appoint any company, firm, person or body of persons, whether nominated
directly or indirectly by the Board, to be an attorney of the Company for such
purposes and with such powers, authorities and discretions (not exceeding
those vested in or exercisable by the Board) and for such period and subject
to such conditions as it may think fit and any such power of attorney may
contain such provisions for the protection and convenience of persons dealing
with any such attorney as the Board may think fit and may also authorise any
such attorney to sub-delegate all or any of the powers, authorities and
discretions so vested in the attorney. Such attorney may, if so authorised
under the seal of the Company, execute any deed or instrument under such
attorney's personal seal with the same effect as the affixation of the seal of
the Company.
8. Power to delegate to a committee
The Board may delegate any of its powers to a committee appointed by the
Board which may consist partly or entirely of non-Directors and every such
committee shall conform to such directions as the Board shall impose on them.
9. Power to appoint and dismiss employees
<PAGE> 8
Exhibit 5-B
Page 8
The Board may appoint, suspend or remove any manager, secretary, clerk,
agent or employee of the Company and may fix their remuneration and determine
their duties.
10. Power to borrow and charge property
The Board may exercise all the powers of the Company to borrow money and
to mortgage or charge its undertaking, property and uncalled capital, or any
part thereof, and may issue debentures, debenture stock and other securities
whether outright or as security for any debt, liability or obligation of the
Company or any third party.
11. Exercise of power to purchase shares of or discontinue the
Company
(1) The Board may exercise all the powers of the Company to purchase all
or any part of its own shares pursuant to Section 42A of the Act.
(2) The Board may exercise all the powers of the Company to discontinue
the Company to a named country or jurisdiction outside Bermuda pursuant to
Section 1 32G of the Act.
12. Election of Directors
The Board shall consist of not less than two Directors or such number in
excess thereof as the Members may from time to time determine who shall be
elected or appointed in the first place at the statutory meeting of the
Company and thereafter, except in the case of casual vacancy, at the annual
general meeting or at any special general meeting called for the purpose and
who shall hold office for such term as the Members may determine or, in the
absence of such determination, until the next annual general meeting or until
their successors are elected or appointed or their office is otherwise
vacated, and any general meeting may authorise the Board to fill any vacancy
in
<PAGE> 9
Exhibit 5-B
Page 9
their number left unfilled at a general meeting.
13. Defects in appointment of Directors
All acts done bona fide by any meeting of the Board or by a committee of
the Board or by any person acting as a Director shall, notwithstanding that it
be afterwards discovered that there was some defect in the appointment of any
Director or person acting as aforesaid, or that they or any of them were
disqualified, be as valid as if every such person had been duly appointed and
was qualified to be a Director.
14. Alternate Directors
(1) Any general meeting of the Company may elect a person or persons to
act as a Director in the alternative to any one or more of the Directors of
the Company or may authorise the Board to appoint such Alternate Directors.
Unless the Members otherwise resolve, any Director may appoint a person or
persons to act as a Director in the alternative to himself or herself by
notice in writing deposited with the Secretary. Any person so appointed shall
have all the rights and powers of the Director or Directors for whom such
person is appointed in the alternative provided that such person shall not be
counted more than once in determining whether or not a quorum is present.
(2) An Alternate Director shall be entitled to receive notice of all
meetings of the Board and to attend and vote at any such meeting at which a
Director for whom such Alternate Director was appointed in the alternative is
not personally present and generally to perform at such meeting all the
functions of such Director for whom such Alternate Director was appointed.
(3) An Alternate Director shall cease to be such if the Director for
whom such Alternate Director was appointed ceases
<PAGE> 10
Exhibit 5-B
Page 10
for any reason to be a Director but may be re-appointed by the Board as
alternate to the person appointed to fill the vacancy in accordance with these
Bye-laws.
15. Removal of Directors
(1) Subject to any provision to the contrary in these Bye-laws, the
Members may, at any special general meeting convened and held in accordance
with these Bye-laws, remove a Director provided that the notice of any such
meeting convened for the purpose of removing a Director shall contain a
statement of the intention so to do and be served on such Director not less
than 14 days before the meeting and at such meeting such Director shall be
entitled to be heard on the motion for such Director's removal.
(2) A vacancy on the Board created by the removal of a
Director under the provisions of subparagraph (1) of this Bye-law may be
filled by the Members at the meeting at which such Director is removed and, in
the absence of such election or appointment, the Board may fill the vacancy.
16. Vacancies on the Board
(1) The Board shall have the power from time to time and at any time to
appoint any person as a Director to fill a vacancy on the Board occurring as
the result of the death, disability, disqualification or resignation of any
Director and to appoint an Alternate Director to any Director so appointed.
(2) The Board may act notwithstanding any vacancy in its number but, if
and so long as its number is reduced below the number fixed by these Bye-laws
as the quorum necessary for the transaction of business at meetings of the
Board, the continuing
<PAGE> 11
Exhibit 5-B
Page 11
Directors or Director may act for the purpose of (i) summoning a general
meeting of the Company or (ii) preserving the assets of the Company.
(3) The office of Director shall be vacated if the Director:
(a) is removed from office pursuant to these Bye-laws
or is prohibited from being a Director by law;
(b) is or becomes bankrupt or makes any arrangement or
composition with his creditors generally;
(c) is or becomes of unsound mind or dies;
(d) resigns his or her office by notice in writing to
the Company.
17. Notice of meetings of the Board
(1) A Director may, and the Secretary on the requisition of a Director
shall, at any time summon a meeting of the Board.
(2) Notice of a meeting of the Board shall be deemed to be duly given to a
Director if it is given to such Director verbally in person or by telephone or
otherwise communicated or sent to such Director by post, cable, telex,
telecopier, facsimile or other mode of representing words in a legible and
non-transitory form at such Director's last known address or any other address
given by such Director to the Company for this purpose.
18. Quorum at meetings of the Board
The quorum necessary for the transaction of business at a meeting of the
Board shall be two Directors.
19. Meetings of the Board
(1) The Board may meet for the transaction of business,
<PAGE> 12
Exhibit 5-B
Page 12
adjourn and otherwise regulate its meetings as it sees fit.
(2) Directors may participate in any meeting of the Board by means of
such telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting shall
constitute presence in person at such meeting.
(3) A resolution put to the vote at a meeting of the Board shall be
carried by the affirmative votes of a majority of the votes cast and in the
case of an equality of votes the resolution shall fail.
20. Unanimous written resolutions
A resolution in writing signed by all the Directors which may be in
counterparts, shall be as valid as if it had been passed at a meeting of the
Board duly called and constituted, such resolution to be effective on the date
on which the last Director signs the resolution. For the purposes of this
Bye-law only, Directors shall not include an Alternate Director.
21. Contracts and disclosure of Directors' interests
(1) Any Director, or any Director's firm, partner or any company with
whom any Director is associated, may act in a professional capacity for the
Company and such Director or such Directors firm, partner or such company
shall be entitled to remuneration for professional services as if such
Director were not a Director, provided that nothing herein contained shall
authorise a Director or Director's firm, partner or such company to act as
Auditor of the Company.
(2) A Director who is directly or indirectly interested in
<PAGE> 13
Exhibit 5-B
Page 13
a contract or proposed contract or arrangement with the Company shall declare
the nature of such interest as required by the Act.
(3) Following a declaration being made pursuant to this Bye-law, and
unless disqualified by the chairman of the relevant Board meeting, a Director
may vote in respect of any contract or proposed contract or arrangement in
which such Director is interested and may be counted in the quorum at such
meeting.
22. Remuneration of Directors
The remuneration (if any) of the Directors shall be determined by the
Company in general meeting and shall be deemed to accrue from day to day. The
Directors may also be paid all travel, hotel and other expenses properly
incurred by them in attending and resuming from meetings of the Board, any
committee appointed by the Board, general meetings of the Company, or in
connection with the business of the Company or their duties as Directors
generally.
OFFICERS
23. Officers of the Company
The Officers of the Company shall consist of a President and a Vice
President or a Chairman and a Deputy Chairman, a Secretary
and such additional Officers as the Board may from time to time determine all
of whom shall be deemed to be Officers for the purposes of these Bye-laws.
24. Appointment of Officers
(1) The Board shall, as soon as possible after the statutory meeting of
Members and after each annual general meeting, appoint a President and a Vice
President or a Chairman and a Deputy Chairman who shall be Directors.
<PAGE> 14
Exhibit 5-B
Page 14
(2) The Secretary and additional Officers, if any, shall be appointed by
the Board from time to time.
25. Remuneration of Officers
The Officers shall receive such remuneration as the Board may from time
to time determine.
26. Duties of Officers
The Officers shall have such powers and perform such duties in the
management, business and affairs of the Company as may be delegated to them by
the Board from time to time.
27. Chairman of meetings
Unless otherwise agreed by a majority of those attending and entitled to
attend and vote thereat, the Chairman, if there be one, and if not the
President shall act as chairman at all meetings of the Members and of the
Board at which such person is present. In their absence the Deputy Chairman or
Vice President, if present, shall act as chairman and in the absence of all of
them a chairman shall be appointed or elected by those present at the meeting
and entitled to vote.
28. Register of Directors and Officers
The Board shall cause to be kept in one or more books at the registered
office of the Company a Register of Directors and Officers and shall
enter therein the particulars required by the Act.
MINUTES
29. Obligations of Board to keep minutes
(1) The Board shall cause minutes to be duly entered in books provided
for the purpose:-
<PAGE> 15
Exhibit 5-B
Page 15
(a) of all elections and appointments of Officers;
(b) of the names of the Directors present at each meeting of the Board
and of any committee appointed by the Board; and
(c) of all resolutions and proceedings of general meetings of the
Members, meetings of the Board, meetings of managers and meetings of
committees appointed by the Board.
(2) Minutes prepared in accordance with the Act and these Bye-laws shall
be kept by the Secretary at the registered office of the Company.
INDEMNITY
30. Indemnification of Directors and Officers of the Company
The Directors, Secretary and other Officers (such term to include, for
the purposes of Bye-laws 30 and 31, any person appointed to any committee by
the Board) for the time being acting in relation to any of the affairs of the
Company and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Company and every one of them, and their
heirs, executors and administrators, shall be indemnified and secured harmless
out of the assets of the Company from and against all actions, costs, charges,
losses, damages and expenses which they or any of them, their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, or in their respective offices or trusts, and none of them
shall be answerable for the acts, receipts, neglects or defaults of the others
of them or for joining in any receipts for the sake of conformity, or for any
bankers or other persons with whom any moneys or effects belonging to the
Company shall or may be lodged or deposited for
<PAGE> 16
Exhibit 5-B
Page 16
safe custody, or for insufficiency or deficiency of any security upon which
any moneys of or belonging to the Company shall be placed out on or invested,
or for any other loss, misfortune or damage which may happen in the execution
of their respective offices or trusts, or in relation thereto, PROVIDED THAT
this indemnity shall not extend to any matter in respect of any fraud or
dishonesty which may attach to any of said persons.
31. Waiver of claim by Member
Each Member agrees to waive any claim or right of action such Member
might have, whether individually or by or in the right of the Company, against
any Director or Officer on account of any action taken by such Director or
Officer, or the failure of such Director or Officer to take any action in the
performance of his duties with or for the Company, PROVIDED THAT such waiver
shall not extend to any matter in respect of any fraud or dishonesty which may
attach to such Director or Officer.
MEETINGS
32. Notice of annual general meeting
The annual general meeting of the Company shall be held in each year
other than the year of incorporation at such time and place as the President
or the Chairman or any two Directors or any Director and the Secretary or the
Board shall appoint. At least five days notice of such meeting shall be given
to each Member stating the date, place and time at which the meeting is to be
held, that the election of Directors will take place thereat, and as far as
practicable, the other business to be conducted at the meeting.
33. Notice of special general meeting
<PAGE> 17
Exhibit 5-B
Page 17
The President or the Chairman or any two Directors or any Director and
the Secretary or the Board may convene a special general meeting of the
Company whenever in their judgment such a meeting is necessary, upon not less
than five days notice which shall state the date, time, place and the general
nature of the business to be considered at the meeting.
34. Accidental omission of notice of meeting
The accidental omission to give notice of a general meeting to, or the
non-receipt of notice of a general meeting by, any person entitled to receive
notice shall not invalidate the proceedings at that meeting.
35. Meeting called on requisition of Members
Notwithstanding anything herein, the Board shall, on the requisition of
Members holding at the date of the deposit of the requisition not less than
one-tenth of such of the paid-up share capital of the Company as at the date
of the deposit carries the right to vote at general meetings of the Company,
forthwith proceed to convene a special general meeting of the Company and the
provisions of Section 74 of the Act shall apply.
36. Short notice
A general meeting of the Company shall, notwithstanding that it is called
by shorter notice than that specified in these Bye-laws, be deemed to have
been properly called if it is so agreed by (i) all the Members entitled to
attend and vote thereat in the case of an annual general meeting; and (ii) by
a majority in number of the Members having the right to attend and vote at the
meeting, being a majority together holding not less than 95% in nominal value
of the shares giving a right to attend and vote thereat in the case of a
special general meeting.
<PAGE> 18
Exhibit 5-B
Page 18
37. Postponement of meetings
The Secretary may postpone any general meeting called in accordance with
the provisions of these Bye-laws (other than a meeting requisitioned under
these Bye-laws) provided that notice of postponement is given to each Member
before the time for such meeting. Fresh notice of the date, time and place for
the postponed meeting shall be given to each Member in accordance with the
provisions of these Bye-laws.
38. Quorum for general meeting
At any general meeting of the Company two persons present in person and
representing in person or by proxy in excess of 50% of the total issued voting
shares in the Company throughout the meeting shall form a quorum for the
transaction of business, PROVIDED that if the Company shall at any time have
only one Member, one Member present in person or by proxy shall form a
quorum for the transaction of business at general meeting of the Company held
during such time. If within half an hour from the time appointed for the
meeting a quorum is not present, the meeting shall stand adjourned same day
one week later, at the same time and place or to such other day, time or place
as the Secretary may determine.
39. Adjournment of meetings
The chairman of a general meeting may, with the consent of the Members at
any general meeting at which a quorum is present (and shall if so directed),
adjourn the meeting. Unless the meeting is adjourned to a specific date and
time, fresh notice of the date, time and place for the resumption of the
adjourned meeting shall be given to each Member in accordance with the
provisions of these Bye-laws.
40. Attendance at meeting
<PAGE> 19
Exhibit 5-B
Page 19
Members may participate in any general meeting by means of such
telephone, electronic or other communication facilities as permit all
persons participating in the meeting to communicate with each other
simultaneously and instantaneously, and participation in such a meeting shall
constitute presence in person at such meeting.
41. Written resolutions
(1) Subject to subparagraph (6), anything which may be done by
resolution of the Company in general meeting or by resolution of a meeting of
any class of the Members of the Company, may, without a meeting and without
any previous notice being required, be done by resolution in writing signed
by, or, in the case of a Member that is a corporation whether or not a company
within the meaning of the Act, on behalf of, all the Members who at the date
of the resolution would be entitled to attend the meeting and vote on the
resolution.
(2) A resolution in writing may be signed by, or, in the case of a
Member that is a corporation whether or not a company within the meaning of
the Act, on behalf of, all the Members, or any class thereof, in as many
counterparts as may be necessary.
(3) For the purposes of this Bye-law, the date of the resolution is the
date when the resolution is signed by, or, in the case of a Member that is a
corporation whether or not a company within the meaning of the Act, on behalf
of, the last Member to sign and any reference in any Bye-law to the date of
passing of a resolution is, in relation to a resolution made in accordance
with this Bye-law, a reference to such date.
(4) A resolution in writing made in accordance with this Bye-law is as
valid as if it had been passed by the Company in
<PAGE> 20
Exhibit 5-B
Page 20
general meeting or by a meeting of the relevant class of Members, as the case
may be, and any reference in any Bye-law to a meeting at which a resolution is
passed or to Members voting in favour of a resolution shall be construed
accordingly.
(5) A resolution in writing made in accordance with this Bye-law shall
constitute minutes for the purposes of Sections 81 and 82 of the Act.
(6) This Bye-law shall not apply to:
(a) a resolution passed pursuant to Section 89(5) of the Act; or
(b) a resolution passed for the purpose of removing a Director
before the expiration of his term of office under these
Bye-laws.
42. Attendance of Director
The Directors of the Company shall be entitled to receive notice of and
to attend and be heard at any general meeting.
43. Voting at meeting
(1) Subject to the provisions of the Act and these Bye-laws, any
question proposed for the consideration of the Members at any general meeting
shall be decided by the affirmative votes of a majority of the votes cast in
accordance with the provisions of these Bye-laws and in the case of an
equality of votes the resolution shall fail.
(2) No Member shall be entitled to vote at any general meeting unless
such Member has paid all the calls on all shares held by such Member.
44. Voting on show of hands
<PAGE> 21
Exhibit 5-B
Page 21
At any general meeting a resolution put to the vote of the meeting shall,
in the Fret instance, be voted upon by a show of hands and, subject to any
rights or restrictions for the time being lawfully attached to any class of
shares and subject to the provisions of these Rye-laws, every Member present
in person and every person holding a valid proxy at such meeting shall be
entitled to one vote and shall cast such vote by raising his or her hand.
45. Decision of chairman
At any general meeting a declaration by the chairman of the meeting that
a question proposed for consideration has, on a show of hands, been carried,
or carried unanimously, or by a particular majority, or lost, and an entry to
that effect in a book containing the minutes of the proceedings of the Company
shall, subject to the provisions of these Bye-laws, be conclusive evidence of
that fact.
46. Demand for a poll
(1) Notwithstanding the provisions of the immediately preceding two
Bye-laws, at any general meeting of the Company, in respect of any question
proposed for the consideration of the Members (whether before or on the
declaration of the result of a show of hands as provided for in these
Bye-laws), a poll may be demanded by any of the following persons:
(a) the chairman of such meeting; or
(b) at least three Members present in person or represented by
proxy; or
(c) any Member or Members present in person or represented by proxy
and holding between them not less than one-tenth of the total
voting rights of all the Members having the right to vote at
such meeting; or
<PAGE> 22
Exhibit 5-B
Page 22
(d) any Member or Members present in person or represented by proxy
holding shares in the Company conferring the right to vote at
such meeting, being shares on which an aggregate sum has been
paid up equal to not less than one-tenth of the total sum paid
up on all such shares conferring such right.
(2) Where, in accordance with the provisions of subparagraph (1) of this
Bye-law, a poll is demanded, subject to any rights or restrictions for the
time being lawfully attached to any class of shares, every person present at
such meeting shall have one vote for each share of which such person is the
holder or for which such person holds a proxy and such vote shall be counted
in the manner set out in sub-paragraph (4) of this Bye-Law or in the case of a
general meeting at which one or more Members are present by telephone in such
manner as the chairman of the meeting may direct and the result of such poll
shall be deemed to be the resolution of the meeting at which the poll was
demanded and shall replace any previous resolution upon the same matter which
has been the subject of a show of hands.
(3) A poll demanded in accordance with the provisions of subparagraph
(1) of this Bye-law, for the purpose of electing a chairman of the meeting or
on a question of adjournment, shall be taken forthwith and a poll demanded on
any other question shall be taken in such manner and at such time and place as
the Chairman (or acting chairman) may direct and any business other than that
upon which a poll has been demanded may be proceeded with pending the taking
of the poll.
(4) Where a vote is taken by poll, each person present and entitled to
vote shall be furnished with a ballot paper on which such person shall record
his or her vote in such manner as shall be determined at the meeting having
regard to the nature of the
<PAGE> 23
Exhibit 5-B
Page 23
question on which the vote is taken, and each ballot paper shall be signed or
initialed or otherwise marked so as to identify the voter and the registered
holder in the case of a proxy. At the conclusion of the poll, the ballot
papers shall be examined and counted by a committee of not less than two
Members or proxy holders appointed by the chairman for the purpose and the
result of the poll shall be declared by the chairman.
47. Seniority of joint holders voting
In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be
determined by the order in which the names stand in-the Register of Members.
48. Instrument of proxy
The instrument appointing a proxy shall be in writing in the form, or as
near thereto as circumstances admit, of Form "A" in the Schedule hereto, under
the hand of the appointor or of the appointor's attorney duly authorised in
writing, or if the appointor is a corporation, either under its seal, or under
the hand of a duly authorised officer or attorney. The decision of the
chairman of any general meeting as to the validity of any instrument of proxy
shall be final.
49. Representation of corporations at meetings
A corporation which is a Member may, by written instrument, authorise
such person as it thinks fit to act as its representative at any meeting of
the Members and the person so authorised shall be entitled to exercise the
same powers on behalf of the corporation which such person represents as that
corporation could exercise if it were an individual Member. Notwithstanding
the foregoing, the chairman of the meeting may
<PAGE> 24
Exhibit 5-B
Page 24
accept such assurances as he or she thinks fit as to the right of any person
to attend and vote at general meetings on behalf of a corporation which is a
Member.
SHARE CAPITAL AND SHARES
50. Rights of shares
Subject to any resolution of the Members to the contrary and without
prejudice to any special rights previously conferred on the holders of any
existing shares or class of shares, the share capital of the Company shall be
divided into shares of a single class the holders of which shall, subject to
the provisions of these Bye-laws:
(a) be entitled to one vote per share;
(b) be entitled to such dividends as the Board may from time to time
declare;
(c) in the event of a winding-up or dissolution of the Company, whether
voluntary or involuntary or for the purpose of a reorganization or
otherwise or upon any distribution of capital, be entitled to the
surplus assets of the Company; and
(d) generally be entitled to enjoy all of the rights attaching to shares.
51. Power to issue shares
(1 ) Subject to these Bye-laws and to any resolution of the Members to
the contrary and without prejudice to any special rights previously conferred
on the holders of any existing shares or class of shares, the Board shall have
power to issue any unissued shares of the Company on such terms and conditions
as it may determine and any shares or class of shares may be issued with such
preferred, deferred or other special rights or such restrictions, whether in
regard to dividend, voting, return of capital or otherwise as the Company may
from time to time by resolution of the Members prescribe.
(2) The Board shall, in connection with the issue of any share, have the
power to pay such commission and brokerage as may
<PAGE> 25
Exhibit 5-B
Page 25
be permitted by law.
(3) The Company shall not give, whether directly or indirectly, whether
by means of loan, guarantee, provision of security or otherwise, any financial
assistance for the purpose of a purchase or subscription made or to be made by
any person of or for any shares in the Company, but nothing in this Bye-Law
shall prohibit transactions mentioned in Sections 39A, 39B and 39C of the Act.
(4) The Company may from time to time do any one or more of the following
things:
(a) make arrangements on the issue of shares for a difference
between the Members in the amounts and times of payments of
calls on their shares;
(b) accept from any Member the whole or a part of the amount
remaining unpaid on any shares held by him, although no part of
that amount has been called up;
(c) pay dividends in proportion to the amount paid up on each share
where a larger amount is paid up on some shares than on others;
and
(d) issue its shares in fractional denominations and deal with such
fractions to the same extent as its whole shares and shares in
fractional denominations shall have in proportion to the
respective fractions represented thereby all of the rights of
whole shares including (but without limiting the generality of
the foregoing) the right to vote, to receive dividends and
distributions and to participate in a winding up.
52. Variation of rights, alteration of share capital and
purchase of shares of the Company
(1) Subject to the provisions of Sections 42 and 43 of the Act any
preference shares may be issued or converted into shares that, at a
determinable date or at the option of the Company, are liable to be redeemed
on such terms and in such manner as the Company before the issue or conversion
may by resolution of the Members determine.
<PAGE> 26
Exhibit 5-B
Page 26
(2) If at any time the share capital is divided into different classes
of shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the Company is
being wound-up, be varied with the consent in writing of the holders of three-
fourths of the issued shares of that class or with the sanction of a
resolution passed by a majority of the votes cast at a separate general
meeting of the holders of the shares of the class in accordance with Section
47 (7) of the Act. The rights conferred upon the holders of the shares of any
class issued with preferred or other rights shall not, unless otherwise
expressly provided by the terms of issue of the shares of that class, be
deemed to be varied by the creation or issue of further shares ranking pari
passu therewith.
(3) The Company may from time to time by resolution of the Members
change the currency denomination of, increase, alter or reduce its share
capital in accordance with the provisions of Sections 45 and 46 of the Act.
Where, on any alteration of share capital, fractions of shares or some other
difficulty would arise, the Board may deal with or resolve the same in such
manner as it thinks fit including, without limiting the generality of the
foregoing, the issue to Members, as appropriate, of fractions of shares and/or
arranging for the sale or transfer of the fractions of shares of Members.
(4) The Company may from time to time purchase its own shares in
accordance with the provisions of Section 42A of the Act.
53. Registered holder of shares
(1) The Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly
<PAGE> 27
Exhibit 5-B
Page 27
shall not be bound to recognise any equitable or other claim to, or interest
in, such share on the part of any other person.
(2) Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or draft sent through the post directed to the
Member at such Member's address in the Register of Members or, in the case of
joint holders, to such address of the holder first named in the Register of
Members, or to such person and to such address as the holder or joint holders
may in writing direct. If two or more persons are registered as joint holders
of any shares any one can give an effectual receipt for any dividend paid in
respect of such shares.
54. Death of a joint holder
Where two or more persons are registered as joint holders of a share or
shares then in the event of the death of any joint holder or holders the
remaining joint holder or holders shall be absolutely entitled to the said
share or shares and the Company shall recognise no claim in respect of the
estate of any joint holder except in the case of the last survivor of such
joint holders.
55. Share certificates
(1) Every Member shall be entitled to a certificate under the seal of
the Company (or a facsimile thereof) specifying the number and, where
appropriate, the class of shares held by such Member and whether the same are
fully paid up and, if not, how much has been paid thereon. The Board may by
resolution determine, either generally or in a particular case, that any or
all signatures on certificates may be printed thereon or affixed by mechanical
means.
(2) The Company shall be under no obligation to complete
<PAGE> 28
Exhibit 5-B
Page 28
and deliver a share certificate unless specifically called upon to do so by
the person to whom such shares have been allotted.
(3) If any such certificate shall be proved to the satisfaction of the
Board to have been worn out, lost, mislaid or destroyed the Board may cause a
new certificate to be issued and request an indemnity for the lost certificate
if it sees fit.
56. Calls on shares
(1) The Board may from time to lime make such calls as if thinks fit
upon the Members in respect of any monies unpaid on the shares allotted to or
held by such Members and, if a call is not paid on or before the day appointed
for payment thereof, the Member may at the discretion of the Board be liable
to pay the Company interest on the amount of such call at such rate as the
Board may determine, from the date when such call was payable up to the actual
date of payment. The pint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.
(2) The Board may, on the issue of shares, differentiate between the
holders as to the amount of calls to be paid and the times of payment of such
calls.
57. Forfeiture of shares
(1) If any Member fails to pay, on the day appointed for payment
thereof, any call in respect of any share allotted to or held by such Member,
the Board may, at any time thereafter during such time as the call remains
unpaid, direct the Secretary to forward to such Member a notice in the form,
or as near thereto as circumstances admit, of Form "B" in the Schedule hereto.
(2) If the requirements of such notice are not complied with, any such
share may at any time thereafter before the
<PAGE> 29
Exhibit 5-B
Page 29
payment of such call and the interest due in respect thereof be forfeited by a
resolution of the Board to that effect, and such share shall thereupon become
the property of the Company and may be disposed of as the Board shall
determine.
(3) A Member whose share or shares have been forfeited as aforesaid
shall, notwithstanding such forfeiture, be liable to pay to the Company all
calls owing on such share or shares at the time of the forfeiture and all
interest due thereon.
REGISTER OF MEMBERS
58. Contents of Register of Members
The Board shall cause to be kept in one or more books a Register of
Members and shall enter therein the particulars required by the Act.
59. Inspection of Register of Members
The Register of Members shall be open to inspection at the registered
office of the Company on every business day, subject to such reasonable
restrictions as the Board may impose, so that not less than two hours in each
business day be allowed for inspection. The Register of Members may, after
notice has been given by advertisement in an appointed newspaper to that
effect, be closed for any time or times not exceeding in the whole thirty days
in each year.
60. Determination of record dates
Notwithstanding any other provision of these Bye-laws, the Board may fix
any date as the record date for:
(a) determining the Members entitled to receive any dividend; and
<PAGE> 30
Exhibit 5-B
Page 30
(b) determining the Members entitled to receive notice of and to vote at
any general meeting of the Company.
TRANSFER OF SHARES
61. Instrument of transfer
(1) An instrument of transfer shall be in the form or as near thereto as
circumstances admit of Form "C" in the Schedule hereto or in such other common
form as the Board may accept. Such instrument of transfer shall be signed by
or on behalf of the transferor and transferee provided that, in the case of a
fully paid share, the Board may accept the instrument signed by or on behalf
of the transferor alone. The transferor shall be deemed to remain the holder
of such share until the same has been transferred to the transferee in the
Register of Members.
(2) The Board may refuse to recognise any instrument of transfer unless
it is accompanied by the certificate in respect of the shares to which it
relates and by such other evidence as the Board may reasonably require to show
the right of the transferor to make the transfer.
62. Restriction on transfer
(1) The Board may in its absolute discretion and without assigning any
reason therefor refuse to register the transfer of a share. The Board shall
refuse to register a transfer unless all applicable consents, authorizations
and permissions of any governmental body or agency in Bermuda have been
obtained.
(2) If the Board refuses to register a transfer of any share the
Secretary shall, within three months after the date on which the transfer was
lodged with the Company, send to the transferor and transferee notice of the
refusal.
<PAGE> 31
Exhibit 5-B
Page 31
63. Transfers by joint holders
The joint holders of any share or shares may transfer such share or
shares to one or more of such joint holders, and the surviving holder or
holders of any share or shares previously held by them jointly with a deceased
Member may transfer any such share to the executors or administrators of such
deceased Member.
TRANSMISSION OF SHARES
64. Representative of deceased Member
In the case of the death of a Member, the survivor or survivors where the
deceased Member was a joint holder, and the legal personal representatives of
the deceased Member where the deceased Member was a sole holder, shall be the
only persons recognised by the Company as having any title to the deceased
Member's interest in the shares. Nothing herein contained shall release the
estate of a deceased joint holder from any liability in respect of any share
which had been jointly held by such deceased Member with other persons.
Subject to the provisions of Section 52 of the Act, for the purpose of this
Bye-law, legal personal representative means the executor or administrator of
a deceased Member or such other person as the Board may in its absolute
discretion decide as being properly authorised to deal with the shares of a
deceased Member.
65. Registration on death or bankruptcy
Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may be registered as a Member upon such evidence as
the Board may deem sufficient or may elect to nominate some person to be
registered as a transferee of such share, and in such case the person becoming
entitled shall execute in favour of such nominee an instrument of transfer in
the form, or as near thereto as circumstances admit, of Form "D"
<PAGE> 32
Exhibit 5-B
Page 32
in the Schedule hereto. On the presentation thereof to the Board, accompanied
by such evidence as the Board may require to prove the title of the
transferor, the transferee shall be registered as a Member but the Board
shall, in either case, have the same right to decline or suspend registration
as it would have had in the case of a transfer of the share by that Member
before such Member's death or bankruptcy, as the case may be.
DIVIDENDS AND OTHER DISTRIBUTIONS
66. Declaration of dividends by the Board
The Board may, subject to these Bye-laws and in accordance with Section
54 of the Act, declare a dividend to be paid to the Members, in proportion to
the number of shares held by them, and such dividend may be paid in cash or
wholly or partly in specie in which case the Board may fix the value for
distribution in specie of any assets.
67. Other distributions
The Board may declare and make such other distributions (in cash or in
specie) to the Members as may be lawfully made out of the assets of the
Company.
68. Reserve fund
The Board may from time to time before declaring a dividend setaside, out of
the surplus or profits of the Company, such sum as it thinks proper as a
reserve fund to be used to meet contingencies or for equalising dividends or
for any other special purpose.
69. Deduction of Amounts due to the Company
The Board may deduct from the dividends or distributions payable to any
Member all monies due from such Member to the
<PAGE> 33
Exhibit 5-B
Page 33
Company on account of calls or otherwise.
CAPITALISATION
70. Issue of bonus shares
(1) The Board may resolve to capitalize any part of the amount for the
time being standing to the credit of any of the Company's share premium or
other reserve accounts or to the credit of the profit and loss account or
otherwise available for distribution by applying such sum in paying up
unissued shares to be allotted as fully paid bonus shares pro rata to the
Members.
(2) The Company may capitalise any sum standing to the credit of a
reserve account or sums otherwise available for dividend or distribution by
applying such amounts in paying up in full partly paid shares of those Members
who would have been entitled to such sums if they were distributed by way of
dividend or distribution.
ACCOUNTS AND FINANCIAL STATEMENTS
71. Records of account
The Board shall cause to be kept proper records of account with respect
to all transactions of the Company and in particular with respect to:
(a) all sums of money received and expended by the Company
<PAGE> 34
Exhibit 5-B
Page 34
and the matters in respect of which the receipt and expenditure
relates;
(b) all sales and purchases of goods by the Company; and
(c) the assets and liabilities of the Company.
Such records of account shall be kept at the registered office of the Company
or, subject to Section 83 (2) of the Act, at such other place as the Board
thinks fit and shall be available for inspection by the Directors during
normal business hours.
72. Financial year end
The financial year end of the Company may be determined by resolution of
the Board and failing such resolution shall be 31st December in each year.
73. Financial statements
Subject to any rights to waive laying of accounts pursuant to Section 88
of the Act, financial statements as required by the Act shall be laid before
the Members in general meeting.
AUDIT
74. Appointment of Auditor
Subject to Section 88 of the Act, at the annual general meeting or at a
subsequent special general meeting in each year, an independent representative
of the Members shall be appointed by them as Auditor of the accounts of the
Company. Such Auditor may be a Member but no Director, Officer or employee of
the Company shall, during his or her continuance in office, be eligible to act
as an Auditor of the Company.
75. Remuneration of Auditor
The remuneration of the Auditor shall be fixed by the
<PAGE> 35
Exhibit 5-B
Page 35
Company in general meeting or in such manner as the Members may determine.
76. Vacation of office of Auditor
If the office of Auditor becomes vacant by the resignation or death of
the Auditor, or by the Auditor becoming incapable of acting by reason of
illness or other disability at a time when the Auditor's services are
required, the Board shall, as soon as practicable, convene a special general
meeting to fill the vacancy thereby created.
77. Access to books of the Company
The Auditor shall at all reasonable times have access to all books kept
by the Company and to all accounts and vouchers relating thereto, and the
Auditor may call on the Directors or Officers of the Company for any
information in their possession relating to the books or affairs of the
Company.
78. Report of the Auditor
(1) Subject to any rights to waive laying of accounts or appointment of
an Auditor pursuant to Section 88 of the Act, the accounts of the Company
shall be audited at least once in every year.
(2) The financial statements provided for by these Bye-laws shall be
audited by the Auditor in accordance with generally accepted auditing
standards. The Auditor shall make a written report thereon in accordance with
generally accepted auditing standards and the report of the Auditor shall be
submitted to the members in general meeting.
(3) The generally accepted auditing standards referred to in
subparagraph (2) of this Bye-law may be those of a country or jurisdiction
other than Bermuda. If so, the financial statements
<PAGE> 36
Exhibit 5-B
Page 36
and the report of the Auditor must disclose this fact and name
such country or jurisdiction.
<PAGE> 37
Exhibit 5-B
Page 37
NOTICES
79. Notices to Members of the Company
A notice may be given by the Company to any Member either by delivering
it to such Member in person or by sending it to such Member's address in the
Register of Members or to such other address given for the purpose. For the
purposes of this Bye-law, a notice may be sent by mail, courier service,
cable, telex, telecopier, facsimile or other mode of representing words in a
legible and non-transitory form.
80. Notices to joint Members
Any notice required to be given to a Member shall, with respect to any
shares held jointly by two or more persons, be given to whichever of such
persons is named first in the Register of Members and notice so given shall be
sufficient notice to all the holders of such shares.
81. Service and delivery of notice
Any notice shall be deemed to have been served at the time when the same
would be delivered in the ordinary course of transmission and, in proving such
service, it shall be sufficient to prove that the notice was properly
addressed and prepaid, if posted, and the time when it was posted, delivered
to the courier or to the cable company or transmitted by telex, facsimile or
other method as the case may be.
SEAL OF THE COMPANY
82. The seal
The seal of the Company shall be in such form as the Board may from time
to time determine. The Board may adopt one or more duplicate seals for use
outside Bermuda.
<PAGE> 38
Exhibit 5-B
Page 38
83. Manner in which seal is to be affixed
The seal of the Company shall not be affixed to any instrument except
attested by the signature of a Director and the Secretary or any two
Directors, or any person appointed by the Board for the purpose, provided that
any Director, Officer or Resident Representative, may affix the seal of the
Company attested by such Director, Officer or Resident Representative's
signature to any authenticated copies of these Bye-laws, the incorporating
documents of the Company, the minutes of any meetings or any other documents
required to be authenticated by such Director, Officer or Resident
Representative.
WINDING-UP
84. Winding-up/distribution by liquidator
If the Company shall be wound up the liquidator may, with the sanction of
a resolution of the Members, divide amongst the Members in specie or in And
the whole or any part of the assets of the Company (whether they shall consist
of property of the same kind or not) and may, for such purpose, set such value
as he or she deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the Members or
different classes of Members. The liquidator may, with the like sanction, vest
the whole or any part of such assets in trustees upon such trusts for the
benefit of the Members as the liquidator shall think fit, but so that no Member
shall be compelled to accept any shares or other securities or assets whereon
there is any liability.
ALTERATION OF BYE-LAWS
85. Alteration of Bye-laws
<PAGE> 39
Exhibit 5-B
Page 39
No Bye-law shall be rescinded, altered or amended and no new Bye-law
shall be made until the same has been approved by aresolution of the Board and
by a resolution of the Members.
*****
***
*
<PAGE> 40
Exhibit 5-B
Page 40
SCHEDULE - FORM A (Bye-law 48)
********************
P R O X Y
I/We
of
the holder(s) of share(s) in the above-named company hereby
appoint ....................... or failing him/her or failing him/her
....................... as my/our proxy to vote on my/our behalf at the
general meeting of the Company to be held on the day of , 19
, and at any adjournment thereof.
Dated this day of , 19
*GIVEN under the seal of the Company
*Signed by the above-named
..............................
..............................
Witness
*Delete as applicable.
<PAGE> 41
Exhibit 5-B
Page 41
BYE-LAWS
of
Columbia Insurance Corporation, Ltd.
I, Catharine Lymbery, Secretary of Columbia Insurance Corporation, Ltd., DO
HEREBY CERTIFY, that the attached is a true and correct copy of Bye-Laws of
the said Company, which were approved by the Directors and Members on 4th
November, 1996.
-------------------
Catharine Lymbery
Secretary
Dated: 28th November, 1996
<PAGE> 42
Exhibit 5-B
Page 42
SCHEDULE - FORM B (Bye-law 57)
NOTICE OF LIABILITY TO FORFEITURE FOR NON PAYMENT OF CALL
You have failed to pay the call of [amount of call] made on the ..... day of
........, 19.. last, in respect of the [number] share(s) [numbers in figures]
standing in your name in the Register of Members of the Company, on the .....
day of ........, 19.. last, the day appointed for payment of such call. You
are hereby notified that unless you pay such call together with interest
thereon at the rate of ........ per annum computed from the said ..... day of
........., 19.. last, on or before the ..... day of ........., 19.. next at
the place of business of the Company the share(s) will be liable to be
forfeited.
Dated this ..... day of .........., 19..
[Signature of Secretary]
By order of the Board
<PAGE> 43
Exhibit 5-B
Page 43
SCHEDULE - FORM C (Bye-law 61)
TRANSFER OF A SHARE OR SHARES
FOR VALUE RECEIVED ......................................[amount]
.................................................... [transferor]
hereby sell assign and transfer unto ................[transferee]
of......................................................[address]
.............................................. [number of shares]
shares of ..................................... [name of Company]
Dated ........................
...............................
(Transferor)
In the presence of:
..............................
(Witness)
.................................
(Transferee)
In the presence of:
<PAGE> 44
Exhibit 5-B
Page 44
..............................
(Witness)
<PAGE> 45
Exhibit 5-B
Page 45
- 37 -
SCHEDULE - FORM D (Bye-law 65)
TRANSFER BY A PERSON BECOMING ENTITLED ON DEATH/BANKRUPTCY
OF A MEMBER
I/We having become entitled in consequence of the [death/ bankruptcy] of [name
of the deceased Member] to [number] share(s) standing in the register of
members of [Company] in the name of the said [name of deceased Member] instead
of being registered myself/ourselves elect to have [name of transferee] (the
"Transferee") registered as a transferee of such share(s) and I/we do hereby
accordingly transfer the said share(s) to the Transferee to hold the same unto
the Transferee his or her executors administrators and assigns subject to the
conditions on which the same were held at the time of the execution thereof;
and the Transferee does hereby agree to take the said share(s) subject to the
same conditions.
WITNESS our hands this ...... day of ........, 19..
Signed by the above-named )
[person or persons entitled] )
in the presence of: )
Signed by the above-named )
[transferee] )
in the presence of: )
<PAGE> 1
Exhibit 6-B
Page 1
UNANIMOUS CONSENT TO ACTION IN LIEU OF THE
REGULAR MEETING OF THE BOARD OF DIRECTORS
OF CLNG CORPORATION ORIGINALLY SCHEDULED
FOR SEPTEMBER 12, 1995
The undersigned, being all of the directors of CLNG Corporation, a
Delaware corporation (the "Corporation"), hereby Consent to and adopt the
following resolutions pursuant to Section 141 of the Delaware General
Corporation Law:
APPROVAL OF MINUTES
WHEREAS, the Secretary circulated a copy of the Minutes of the Regular
Meeting of the Board of Directors held on June 5, 1995, to all directors with
this Consent, and the Secretary received no corrections or revisions thereto;
NOW THEREFORE, be it:
RESOLVED, that the Minutes of the Regular Meeting of the Board
of Directors held on June 5, 1995, be, and they hereby are, adopted
and approved in all respects in the form provided to the Board of
Directors with this Consent.
AMENDMENT OF BYLAWS
WHEREAS, the Board deems it desireable to amend the Corpora tion's
By-Laws to reduce the minimum number of Directors from four (4) to three (3),
consistent with the provisions of Article SEVENTH, Section 1 of the Certificate
of Incorporation;
NOW THEREFORE, be it:
RESOLVED, that pursuant to Article SEVENTH, Section 2(a) of
the Corporation's Certificate of Incorporation, and Article IX,
Section 1 of the Corporation's By-Laws as approved and in effect on
December 21, 1994, such By-Laws be, and they hereby are, amended by
deleting the first sentence of Article III, Section 1 in its entirety,
and replacing it with the following new first sentence:
<PAGE> 2
Exhibit 6-B
Page 2
The number of directors which shall constitute the whole Board
shall be not less than three (3).
RESIGNATION OF DIRECTOR
WHEREAS, Mr. Daniel L. Bell, Jr. tendered his resignation as a member
of the Board of Directors of the Corporation, effective at the close of
business August 31, 1995;
NOW THEREFORE, be it:
RESOLVED, that such resignation of Mr. Daniel L. Bell, Jr. be,
and it hereby is, accepted; and further
RESOLVED, that pursuant to Article III, Section 1 of the
Corporation's By-Laws, the number of directors constituting the whole
Board be, and it hereby is, determined to be three (3).
IN WITNESS WHEREOF, the foregoing constitutes the action of the Board
of Directors, all as of the 13th day of October, 1995.
---------------------------------
L. M. BRIDGES
---------------------------------
M. W. O'DONNELL
---------------------------------
L. W. WALLINGFORD
Attest:
- ---------------------------------
Secretary
2
<PAGE> 1
Exhibit 7-B
Page 1
UNANIMOUS CONSENT TO ACTION IN LIEU OF
A REGULAR MEETING OF THE
BOARD OF DIRECTORS OF CLNG
CORPORATION
WHEREAS, the regular meeting of the Board of Directors of CLNG
Corporation, a Delaware corporation (the "Corporation") originally scheduled
for March 5, 1996, was canceled; and
WHEREAS, the members of the Board of Directors desire to execute this
Consent in lieu of holding their annual organizational meeting originally
scheduled for June 10, 1996;
NOW, THEREFORE, the undersigned, being all of the directors of the
Corporation, hereby Consent to and adopt the following resolutions pursuant to
Section 141 of the Delaware General Corporation Law:
RESIGNATION OF DIRECTOR
WHEREAS, Mr. Logan W. Wallingford tendered his resignation as a member
of the Board of Directors of the Corporation, effective at the close of
business April 30, 1996;
NOW THEREFORE, be it:
RESOLVED, that such resignation of Mr. Logan W. Wallingford
be, and it hereby is, accepted.
ELECTION OF OFFICERS
WHEREAS, the following persons have been nominated, and are qualified,
to serve as officers of the Corporation;
NOW THEREFORE, be it:
RESOLVED, that the following officers of the Corporation be,
and they hereby are, chosen and elected to the offices set forth
opposite their names until their successors are elected and qualified:
<TABLE>
<S> <C>
President and Chief
Executive Officer ....... L. M. Bridges
Vice President............. J. W. Trost*
Controller................. S. T. MacQueen
Secretary ................. T. S. Bindra
Assistant Secretary ....... N. J. Caggiano
</TABLE>
<PAGE> 2
Exhibit 7-B
Page 2
* Duties limited to signing, executing and delivering, on behalf of the
Corporation, applications, pleadings, corporate undertakings, reports and other
documents necessary or appropriate to proceedings before state and federal
regulatory authorities.
ANNUAL REPORT OF RETIREMENT BOARD
WHEREAS, the Retirement Income Plan for Columbia Gas System
Companies provides that the Retirement Board shall prepare annually a report
showing in reasonable summary the assets and contingent liabilities of the Plan
for the past year and that such report shall be submitted to the Board of
Directors of the subsidiary companies; and
WHEREAS, said report, entitled "Report of Operations of the
Retirement Income Plan For Columbia Gas System Companies" and dated May 1, 1996
(the "Retirement Board Report"), was filed in the office of the Secretary of
the Retirement Board, and distributed to the members of the Board of Directors
of the Corporation on or before the date of this Consent;
NOW THEREFORE, be it:
RESOLVED, that the Retirement Board Report be, and it hereby
is, accepted in the form distributed to the members of the Board
of Directors of the Corporation on or before the date of this
Consent.
AMENDMENT OF CERTIFICATE OF INCORPORATION
WHEREAS, the Board of Directors deems it desireable to cause the
Corporation's Certificate of Incorporation to be amended to reduce the minimum
number of directors from three (3) to two (2);
NOW THEREFORE, be it:
RESOLVED, that the Board of Directors finds advisable and
hereby proposes to the stockholders of the Corporation that part
SEVENTH of the Certificate of Incorporation of the Corporation
be amended in its entirety to read as follows:
2
<PAGE> 3
Exhibit 7-B
Page 3
"SEVENTH. For the management of the business and for the
conduct of the affairs of the Corporation, it is further
provided:
1. The number of directors of the Corporation shall be
as from time to time shall be fixed by, or in the manner provided
in, the By-Laws, and in no case shall the number be less than TWO
(2). The directors need not be stockholders of the Corporation.
2. In furtherance, and not in limitation, of the powers
conferred by statute, the Board of Directors is expressly
authorized:
(a) to make, alter or repeal by-laws of the
Corporation, subject to the power of the stockholders of the
corporation to alter or repeal any by-laws whether adopted by the
stockholders or otherwise.
(b) to exercise the powers and authorities as are
provided in the By-Laws then in effect, subject to applicable
limitations as provided in such By-Laws."
RESOLVED, FURTHER, that the foregoing amendment is advisable
and its adoption is in the best interests of the Corporation and
its stockholders and, to effectuate the foregoing, it is hereby
directed that the foregoing amendment be considered at the next
annual meeting of the stockholders, unless earlier approved by
written consent in accordance with Section 228 of the Delaware
General Corporation Law; and
RESOLVED FURTHER, that after approval of such amendments by
the stockholders of the Corporation, the officers of the
Corporation be, and they hereby are, authorized and directed to
execute, acknowledge and file with the Secretary of State of the
State of Delaware a Certificate of Amendment to evidence the
foregoing amendments to the Corporation's Restated Certificate of
Incorporation."
3
<PAGE> 4
Exhibit 7-B
Page 4
AMENDMENT OF BY-LAWS
WHEREAS, the Board of Directors deems it desireable to amend the
Corporation's By-Laws to reduce the minimum number of Directors from three (3)
to two (2), consistent with the provisions of Article SEVENTH, Section 1 of the
Certificate of Incorporation, as amended;
NOW THEREFORE, be it:
RESOLVED, that pursuant to Article SEVENTH, Section 2(a) of
the Corporation's Certificate of Incorporation, as amended, and
Article IX, Section 1 of the Corporation's By-Laws as amended,
such By-Laws be, and they hereby are, further amended by deleting
the first sentence of Article III, Section 1 in its entirety, and
replacing it with the following new first sentence:
"The number of directors which shall constitute the
whole Board shall be not less than two (2)."
IN WITNESS WHEREOF, the foregoing constitutes the action of the
Board of Directors, all as of the 1st day of June, 1996.
---------------------------------
L. M. BRIDGES
---------------------------------
M. W. O'DONNELL
Attest:
- ---------------------------------
Secretary
4
<PAGE> 1
Exhibit 8-B
Page 1
1
COLUMBIA NETWORK SERVICES CORPORATION
*****
RESTATED BYLAWS
*****
ARTICLE I
OFFICES
Section 1. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the
election of directors shall be held in the County of New Castle, State of
Delaware, at such place as may be fixed from time to time by the
<PAGE> 2
Exhibit 8-B
Page 2
Board of Directors, or at such other place either within or without the State
of Delaware as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or without the State
of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be
held on the first Monday of June if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.M., or at such
other date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.
Section 3. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.
Section 4. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city
2
<PAGE> 3
Exhibit 8-B
Page 3
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to
be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
Section 5. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.
Section 6. Written notice of a special meeting
stating the place, date, and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.
Section 7. Business transacted at any special
meeting of the stockholders shall be limited to the purposes stated in the
notice.
Section 8. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles
3
<PAGE> 4
Exhibit 8-B
Page 4
of Incorporation. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of statute
or of the Articles of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the
Articles of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted on after eleven months from its date, unless the proxy provides
for a longer period.
4
<PAGE> 5
Exhibit 8-B
Page 5
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall
constitute the whole Board shall be not less than three nor more than nine.
The number of directors shall be determined by resolution of the Board of
Directors or by the stockholders at the annual meeting. The directors shall be
elected at the annual meeting of the stockholders, except as provided in
Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced. If there are no directors
in office, then an election of directors may be held in the manner provided by
statute.
Section 3. The business of the corporation shall be
managed by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
5
<PAGE> 6
Exhibit 8-B
Page 6
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of Directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
Section 5. The first meeting of each newly-elected
Board of Directors shall be held at such time and place as shall be fixed by
the vote of the stockholders at the annual meeting and no notice of such
meeting shall be necessary to the newly-elected directors in order legally to
constitute the meeting, provided a quorum shall be present. In the event of
the failure of the stockholders to fix the time or place of such first meeting
of the newly elected Board of Directors, or in the event such meeting is not
held at the time and place so fixed by the stockholders, the meeting may be
held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors, or as
shall be specified in a written waiver signed by all of the Directors.
Section 6. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board.
Section 7. Special meetings of the Board may be
called by the president, the secretary, or any assistant secretary on six
hours' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the president, the secretary, or an
assistant secretary in like manner and on like notice on the written request of
two directors.
6
<PAGE> 7
Exhibit 8-B
Page 7
Section 8. At all meetings of the Board, a quorum
of three directors, present in person, by telephone or otherwise, shall be
necessary in order for the transaction of business, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the Articles of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all members of the Board or committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.
Section 10. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
7
<PAGE> 8
Exhibit 8-B
Page 8
COMMITTEES OF DIRECTORS
Section 11. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the Articles of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the Bylaws of the corporation, declare
a dividend, to authorize the issuance of stock or fill vacancies on the Board
of Directors or any committee. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.
8
<PAGE> 9
Exhibit 8-B
Page 9
Section 12. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors.
Section 13. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of
applicable statute or of the Articles of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears
on the records of the corporation, with postage thereon prepaid, and such
notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail. Notice to directors may also be given by telegram,
data facsimile, or other similar method of transmitting a written
communication.
9
<PAGE> 10
Exhibit 8-B
Page 10
Section 2. Whenever any notice is required to be
given under the provisions of applicable statute or of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be
chosen by the Board of Directors and shall be a president, and a secretary.
The Board of Directors may also choose vice-presidents, a treasurer, a
controller, and one or more assistant secretaries and assistant treasurers, and
assistant controllers and such other officers as it deems necessary from time
to time. Any number of offices may be held by the same person, unless the
Articles of Incorporation or these Bylaws otherwise provide.
Section 2. The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a president, a
secretary and a controller.
Section 3. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.
10
<PAGE> 11
Exhibit 8-B
Page 11
Section 4. The salaries of all officers and agents
of the corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall
hold office until their successors are chosen and qualify. Any officer elected
or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the corporation shall be filled by the Board of
Directors.
THE PRESIDENT AND VICE PRESIDENTS
Section 6. The president shall be the chief
executive officer of the corporation, shall preside at all meetings of the
stockholders and the Board of Directors, shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 7. The president shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.
Section 8. The vice president, or if there be more
than one, the vice presidents in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their
11
<PAGE> 12
Exhibit 8-B
Page 12
election), shall perform such duties and exercise such powers as the Board of
Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings
of the Board of Directors and all meetings of the stockholders and record all
the proceedings of the meetings of the corporation and of the Board of
Directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such assistant secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.
Section 10. An assistant secretary, or if there be
more than one, the assistant secretaries in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
12
<PAGE> 13
Exhibit 8-B
Page 13
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer or, as directed by the
Board of Directors, one or more assistant treasurers shall have the custody of
the corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.
Section 12. The treasurer or, as directed by the
Board of Directors, one or more assistant treasurers shall disburse the funds
of the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the president and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his/their transactions as treasurer/assistant
treasurer.
Section 13. If required by the Board of Directors,
the treasurer or an assistant treasurer shall give the corporation a bond
(which shall be renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of their offices and for the restoration to the
corporation, in case of their death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in their possession or under their control belonging to the corporation.
13
<PAGE> 14
Exhibit 8-B
Page 14
Section 14. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.
THE CONTROLLER AND ASSISTANT CONTROLLER
Section 15. The controller, or as directed by the
Board of Directors, one or more assistant controllers, shall maintain adequate
records of all assets, liabilities, and transactions of the corporation, ensure
that the financial results of operations are properly recorded and that
adequate audits thereof are currently and regularly made; and, in conjunction
with other officers, initiate and enforce measures and procedures whereby the
business of the corporation shall be conducted with the maximum safety,
efficiency, and economy. The controller or an assistant controller shall
report to the president and/or the Board of Directors at its regular meetings
on the financial results of the corporation's operations. The controller shall
have such other duties as the Board of Directors may designate from time to
time.
14
<PAGE> 15
Exhibit 8-B
Page 15
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation, by the president or the vice president, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.
Section 2. Any of or all the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his
15
<PAGE> 16
Exhibit 8-B
Page 16
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
16
<PAGE> 17
Exhibit 8-B
Page 17
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.
Section 2. Before payment of any dividend, there
may be set aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their
17
<PAGE> 18
Exhibit 8-B
Page 18
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
CHECKS
Section 3. All checks, drafts, notes, bills of
exchange and orders for the payment of money (including orders for repetitive
or non-repetitive electronic funds transfers) shall, unless otherwise directed
by the Board of Directors, or unless required by law, be signed by any two of
the following officers: the President, any Vice President, the Secretary or
any Assistant Secretary; provided that in every case at least one such officer
shall be the President, a Vice President or the Secretary. The Board of
Directors may, however, notwithstanding the foregoing provision, by resolution
adopted at any meeting, authorize any of said officers or any employee of the
corporation so designated by the Board of Directors of the corporation to sign,
checks, drafts and such orders for the payment of money singly and without
necessity of countersignature, and may designate officers of the corporation
other than those named above or any employee of the corporation so designated
by the Board of Directors of the corporation, or different combinations of such
officers or any employee of the corporation so designated by the Board of
Directors of the corporation, who may, in the name of the corporation, execute
checks, drafts, and such orders for the payment of money on its behalf.
Further, the President is authorized to designate to the corporation's banks,
in writing, individuals employed in the Columbia Gas System Service Corporation
Cash Management Department, who
18
<PAGE> 19
Exhibit 8-B
Page 19
need not be officers or employees of the corporation to give in the name of the
corporation telephonic, telegraphic, or electronic transfer instructions for
the payment of money, which may, with respect to routine items, include
instructions as to the amount to be transferred, to any bank, pursuant to
previously issued written orders, signed by officers of the corporation or by
any employee of the corporation so designated by the Board of Directors of the
corporation in any manner provided above, which designate the recipients of
such amounts and which identify what shall be treated as routine items.
FISCAL YEAR
Section 4. The fiscal year of the corporation
begins on the first day of January and ends on the thirty-first day of December
in each year.
SEAL
Section 5. The corporate seal shall have inscribed
thereon the name of the corporation, and the words "Corporate Seal 1996
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
19
<PAGE> 20
Exhibit 8-B
Page 20
ARTICLE VIII
INDEMNIFICATION
(a) Right to Indemnification. The corporation shall
to the fullest extent permitted by applicable law as then in effect indemnify
any person (the "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness) or is threatened to be made so
involved in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(including without limitation, any action, suit, or proceeding by or in the
right of the corporation to procure a judgment in its favor) (a "Proceeding")
by reason of the fact that such person is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise (including, without
limitation, any employee benefit plan) against all expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such Proceeding. Such
indemnification shall be a contract right and shall include the right to
receive payment of any expenses incurred by the Indemnitee in connection with
such Proceeding in advance of its final disposition, consistent with the
provisions of applicable law as then in effect.
(b) Insurance, Contracts, and Funding. The
corporation may purchase and maintain insurance to protect itself and any
indemnitee against any expenses, judgments, fines, and amounts paid in
settlement as specified in Section (a) of this Article VIII or incurred by an
Indemnitee in
20
<PAGE> 21
Exhibit 8-B
Page 21
connection with any proceeding referred to in Section (a) of this Article VIII,
to the fullest extent permitted by applicable law as then in effect. The
corporation may enter into contracts with any director, officer, employee, or
agent of the corporation or use other means in furtherance of the provisions of
this Article VIII to ensure the payment of such amounts as may be necessary to
effect indemnification as provided in this Article VIII.
(c) Indemnification; Not Exclusive Right. The right
of indemnification provided in this Article VIII shall not be exclusive of any
other rights to which those seeking indemnification may otherwise be entitled,
and the provisions of this Article VIII shall inure to the benefit of the heirs
and legal representatives of any person entitled to indemnity under this
Article VIII and shall be applicable to Proceedings commenced or continuing
after the adoption of this Article VIII, whether arising from acts or omissions
occurring before or after such adoption.
(d) Advancement of Expenses; Procedures;
Presumptions and Effect of Certain Proceedings; Remedies. In furtherance but
not in limitation of the foregoing provisions, the following procedures,
presumptions, and remedies shall apply with respect to advancement of expenses
and the right to indemnification under this Article VIII:
(1) Advance of Expenses. All reasonable expenses
incurred by or on behalf of the Indemnitee in connection with any Proceeding
shall be advanced to the Indemnitee by the corporation within 20 days after the
receipt by the corporation of a statement or statements from the Indemnitee
requesting such advance or advances from time to time, whether prior to or
after final
21
<PAGE> 22
Exhibit 8-B
Page 22
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at the
time of such advance, shall include or be accompanied by an undertaking by or
on behalf of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses pursuant to this Article VIII.
(2) Procedure for Determination of Entitlement to
Indemnification.
(i) To obtain indemnification under this Article
VIII, an Indemnitee shall submit to the Secretary of the corporation a written
request, including such documentation and information as is reasonably
available to the Indemnitee and reasonably necessary to determine whether and
to what extent the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made not later than 60 days after receipt by the
corporation of the written request for indemnification together with Supporting
Documentation. The Secretary of the corporation shall advise the Board of
Directors in writing, promptly upon receipt of such a request for
indemnification, that the Indemnitee has requested indemnification.
(ii) The Indemnitee's entitlement to indemnification
under this Article VIII shall be determined in one of the following ways: (A)
by a majority vote of the Disinterested Directors (as hereinafter defined),
even if they constitute less than a quorum of the Board of Directors; (B) by a
written opinion of Independent Counsel (as hereinafter defined) if (x) a Change
of Control (as hereinafter defined) shall have occurred and the Indemnitee so
requests or (y) a quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, a majority
22
<PAGE> 23
Exhibit 8-B
Page 23
of such Disinterested Directors so directs; (C) by the stockholders of the
corporation (but only if a majority of the Disinterested Directors present the
issue of entitlement to indemnification to the stockholders for their
determination); or (D) as provided in Section (d)(3).
(iii) In the event the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section
(d)(2)(ii), a majority of the Board of Directors shall select the Independent
Counsel, but only an Independent Counsel to which the Indemnitee does not
reasonably object; provided, however, that if a Change of Control shall have
occurred, the Indemnitee shall select such Independent Counsel, but only an
Independent Counsel to which the Board of Directors does not reasonably object.
(iv) The only basis upon which a finding of no
entitlement to indemnification may be made is that indemnification is
prohibited by law.
(3) Presumptions and Effect of Certain
Proceedings. Except as otherwise expressly provided in this Article VIII, if a
Change of Control shall have occurred, the Indemnitee shall be presumed to be
entitled to indemnification under this Article VIII upon submission of a
request for indemnification together with the Supporting Documentation in
accordance with Section (d)(2)(i), and thereafter the corporation shall have
the burden of proof to overcome that presumption in reaching a contrary
determination. In any event, if the person or persons empowered under Section
(d)(2) to determine entitlement to indemnification shall not have been
appointed or shall not have made a determination within 60 days after receipt
by the corporation of the request therefor together with the Supporting
Documentation, the Indemnitee shall be deemed to be entitled to
indemnification, and the Indemnitee shall be entitled to such indemnification
unless (A) the
23
<PAGE> 24
Exhibit 8-B
Page 24
Indemnitee misrepresented or failed to disclose a material fact in making the
request for indemnification or in the Supporting Documentation or (B) such
indemnification is prohibited by law. The termination of any Proceeding
described in Section (a), or of any claim, issue, or matter therein, by
judgment, order, settlement, or conviction, or upon a plea of nolo contendere
or its equivalent, shall not of itself adversely affect the right of the
Indemnitee to indemnification or create a presumption that the Indemnitee did
not act in good faith and in a manner which the Indemnitee reasonably believed
to be in or not opposed to the best interests of the corporation or, with
respect to any criminal Proceeding, that the Indemnitee had reasonable cause to
believe that the Indemnitee's conduct was unlawful.
(4) Remedies of Indemnitee.
(i) In the event that a determination is made
pursuant to Section (d)(2) or (3) that the Indemnitee is not entitled to
indemnification under this Article VIII, (A) the Indemnitee shall be entitled
to seek an adjudication of his entitlement to such indemnification either, at
the Indemnitee's sole option, in (x) an appropriate court of the State of
Delaware or any other court of competent jurisdiction or (y) an arbitration to
be conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association; (B) any such judicial proceeding or arbitration shall
be de novo and the Indemnitee shall not be prejudiced by reason of such adverse
determination; and (C) in any such judicial proceeding or arbitration, the
corporation shall have the burden of proving that the Indemnitee is not
entitled to indemnification under this Article VIII.
(ii) If pursuant to Section (d)(2) or (3) a
determination shall have been made or deemed to have been made that the
Indemnitee is entitled to indemnification, the corporation shall be obligated
24
<PAGE> 25
Exhibit 8-B
Page 25
to pay the amounts constituting such indemnification within five days after
such determination has been made or is deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation, or (B) such indemnification
is prohibited by law. In the event that (x) advancement of expenses is not
timely made pursuant to Section (d)(l), or (y) payment of indemnification is
not made within five days after a determination of entitlement to
indemnification has been made or deemed to have been made pursuant to Section
(d)(2) or (3), the Indemnitee shall be entitled to seek judicial enforcement of
the Corporation's obligation to pay to the Indemnitee such advancement of
expenses or indemnification. Notwithstanding the foregoing, the corporation
may bring an action in an appropriate court in the State of Delaware or any
other court of competent jurisdiction, contesting the right of the Indemnitee
to receive indemnification hereunder due to the occurrence of an event
described in subclause (A) or (B) of this clause (ii) (a "Disqualifying
Event"); provided, however, that in any such action the corporation shall have
the burden of proving the occurrence of such Disqualifying Event.
(iii) The corporation shall be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this
Section (d)(4) that the procedures and presumptions of this Article VIII are
not valid, binding and enforceable and shall stipulate in any such court or
before any such arbitrator that the corporation is bound by all the provisions
of this Article VIII.
(iv) In the event that pursuant to this Section
(d)(4) the Indemnitee seeks a judicial adjudication of or an award in
arbitration to enforce his rights under, or to recover damages for breach of,
this Article VIII, the Indemnitee shall be entitled to recover from the
corporation, and shall be indemnified by the corporation against, any expenses
actually and reasonably incurred by the
25
<PAGE> 26
Exhibit 8-B
Page 26
Indemnitee if the Indemnitee prevails in such judicial adjudication or
arbitration. If it shall be determined in such judicial adjudication or
arbitration that the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by the
Indemnitee in connection with such judicial adjudication or arbitration shall
be prorated accordingly.
(5) Definitions. For purposes of this Section (d):
(i) "Change in Control" means (A) so long as the
Public Utility Holding Company Act of 1935 is in effect, any "company" becoming
a "holding company" in respect to the corporation, other than with respect to
The Columbia Gas System, Inc., or any determination by the U.S. Securities and
Exchange Commission that any "person" should be subject to the obligations,
duties, and liabilities if imposed by said Act by virtue or his, hers or its
influence over the management or policies of the corporation, or (B) whether or
not said Act is in effect, a change in control of the corporation of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the
"Act"), whether or not the corporation is then subject to such reporting
requirement; provided that, without limitation, such a change in control shall
be deemed to have occurred if (i) any "person" (as such term is used in Section
13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the
corporation representing 10% or more of the combined voting power of the
corporation's then outstanding securities without the prior approval of at
least two-thirds of the members of the Board of Directors in
26
<PAGE> 27
Exhibit 8-B
Page 27
office immediately prior to such acquisition; (ii) the corporation is a party
to a merger, consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority
of the Board of Directors thereafter; or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including for this purpose any new director whose
election or nomination for election by the Corporation's stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board of Directors.
(ii) "Disinterested Director" means a director of
the corporation who is not or was not a party to the Proceeding in respect of
which indemnification is sought by the Indemnitee.
(iii) "Independent Counsel" means a law firm or a
member of a law firm that neither presently is, nor in the past five years has
been, retained to represent: (A) the corporation or the Indemnitee in any
matter material to either such party or (B) any other party to the Proceeding
giving rise to a claim for indemnification under this Article VIII.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing under the law of the State of Delaware, would have a conflict of
interest in representing either the corporation or the Indemnitee in an action
to determine the Indemnitee's rights under this Article VIII.
(e) Severability. If any provision or provisions
of this Article VIII shall be held to be invalid, illegal or unenforceable for
any reason whatsoever: (i) the validity, legality, and enforceability of the
remaining provisions of this Article VIII (including, without limitation, all
portions of any paragraph of this Article VIII containing any such provision
held to be invalid,
27
<PAGE> 28
Exhibit 8-B
Page 28
illegal, or unenforceable, that are not themselves invalid, illegal, or
unenforceable) shall not in any way be affected or impaired thereby; and (ii)
to the fullest extent possible, the provisions of this Article VIII (including,
without limitation, all portions of any paragraph of this Article VIII
containing any such provision held to be invalid, illegal, or unenforceable
that are not themselves invalid, illegal, or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid,
illegal, or unenforceable.
(f) Successor Laws, Regulations, and Agencies.
Reference herein to laws, regulations, or agencies shall be deemed to include
all amendments thereof, substitutions therefor, and successors thereto.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended
or repealed or new Bylaws may be adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Articles of Incorporation, at any regular meeting of the stockholders or of the
Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal, or adoption
of new Bylaws be contained in the notice of such special meeting.
28
<PAGE> 1
Exhibit 9-B
Page 1
CNS MICROWAVE, INC.
*****
BYLAWS
*****
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election
of directors shall be held in the County of New Castle, State of Delaware, at
such place as may be fixed from time to time by the
<PAGE> 2
Exhibit 9-B
Page 2
Board of Directors, or at such other place either within or without the State
of Delaware as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of stockholders for any
other purpose may be held at such time and place, within or without the State
of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on
the first Monday of June if not a legal holiday, and if a legal holiday, then
on the next secular day following, at 10:00 A.M., or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a Board of Directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city
2
<PAGE> 3
Exhibit 9-B
Page 3
where the meeting is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where the meeting is to
be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Section 5. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the
place, date, and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 7. Business transacted at any special meeting of the
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles
3
<PAGE> 4
Exhibit 9-B
Page 4
of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of statute
or of the Articles of Incorporation, a different vote is required in which
case such express provision shall govern and control the decision of such
question.
Section 10. Unless otherwise provided in the Articles of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after eleven months from its date, unless the proxy provides for a longer
period.
4
<PAGE> 5
Exhibit 9-B
Page 5
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute
the whole Board shall be not less than three nor more than nine. The number
of directors shall be determined by resolution of the Board of Directors or by
the stockholders at the annual meeting. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced. If there are no directors
in office, then an election of directors may be held in the manner provided by
statute.
Section 3. The business of the corporation shall be managed
by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
5
<PAGE> 6
Exhibit 9-B
Page 6
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The Board of Directors of the corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly-elected Board of
Directors shall be held at such time and place as shall be fixed by the vote
of the stockholders at the annual meeting and no notice of such meeting shall
be necessary to the newly-elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected Board of Directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the Directors.
Section 6. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time
be determined by the Board.
Section 7. Special meetings of the Board may be called by
the president, the secretary, or any assistant secretary on six hours' notice
to each director, either personally or by mail or by telegram; special
meetings shall be called by the president, the secretary, or an assistant
secretary in like manner and on like notice on the written request of two
directors.
6
<PAGE> 7
Exhibit 9-B
Page 7
Section 8. At all meetings of the Board, a quorum of three
directors, present in person, by telephone or otherwise, shall be necessary in
order for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Articles of Incorporation. If a quorum shall not be present
at any meeting of the Board of Directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
Section 10. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.
7
<PAGE> 8
Exhibit 9-B
Page 8
COMMITTEES OF DIRECTORS
Section 11. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to
amending the Articles of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the Bylaws of the corporation,
declare a dividend, to authorize the issuance of stock or fill vacancies on
the Board of Directors or any committee. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors.
8
<PAGE> 9
Exhibit 9-B
Page 9
Section 12. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors.
Section 13. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of applicable
statute or of the Articles of Incorporation or of these Bylaws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in
the United States mail. Notice to directors may also be given by telegram,
data facsimile, or other similar method of transmitting a written
communication.
9
<PAGE> 10
Exhibit 9-B
Page 10
Section 2. Whenever any notice is required to be given under
the provisions of applicable statute or of the Articles of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen
by the Board of Directors and shall be a president, and a secretary. The
Board of Directors may also choose vice-presidents, a treasurer, a controller,
and one or more assistant secretaries and assistant treasurers, and assistant
controllers and such other officers as it deems necessary from time to time.
Any number of offices may be held by the same person, unless the Articles of
Incorporation or these Bylaws otherwise provide.
Section 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a president, a secretary and
a controller.
Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board.
10
<PAGE> 11
Exhibit 9-B
Page 11
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the corporation shall be filled by the Board of
Directors.
THE PRESIDENT AND VICE PRESIDENTS
Section 6. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the stockholders
and the Board of Directors, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of
the Board of Directors are carried into effect.
Section 7. The president shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.
Section 8. The vice president, or if there be more than one,
the vice presidents in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their
11
<PAGE> 12
Exhibit 9-B
Page 12
election), shall perform such duties and exercise such powers as the Board of
Directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the Board of Directors
in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or president, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by
the signature of such assistant secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the corporation
and to attest the affixing by his signature.
Section 10. An assistant secretary, or if there be more than
one, the assistant secretaries in the order determined by the Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
12
<PAGE> 13
Exhibit 9-B
Page 13
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer or, as directed by the Board of
Directors, one or more assistant treasurers shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.
Section 12. The treasurer or, as directed by the Board of
Directors, one or more assistant treasurers shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the president and the
Board of Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his/their transactions as treasurer/assistant
treasurer.
Section 13. If required by the Board of Directors, the
treasurer or an assistant treasurer shall give the corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of their offices and for the restoration to the
corporation, in case of their death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in their possession or under their control belonging to the corporation.
13
<PAGE> 14
Exhibit 9-B
Page 14
Section 14. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined by the Board
of Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
treasurer and shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe.
THE CONTROLLER AND ASSISTANT CONTROLLER
Section 15. The controller, or as directed by the Board of
Directors, one or more assistant controllers, shall maintain adequate records
of all assets, liabilities, and transactions of the corporation, ensure that
the financial results of operations are properly recorded and that adequate
audits thereof are currently and regularly made; and, in conjunction with
other officers, initiate and enforce measures and procedures whereby the
business of the corporation shall be conducted with the maximum safety,
efficiency, and economy. The controller or an assistant controller shall
report to the president and/or the Board of Directors at its regular meetings
on the financial results of the corporation's operations. The controller
shall have such other duties as the Board of Directors may designate from time
to time.
14
<PAGE> 15
Exhibit 9-B
Page 15
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation,
by the president or the vice president, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him in
the corporation.
Section 2. Any of or all the signatures on the certificate
may be facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his
15
<PAGE> 16
Exhibit 9-B
Page 16
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
16
<PAGE> 17
Exhibit 9-B
Page 17
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.
Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their
17
<PAGE> 18
Exhibit 9-B
Page 18
absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the directors
may modify or abolish any such reserve in the manner in which it was created.
CHECKS
Section 3. All checks, drafts, notes, bills of exchange and
orders for the payment of money (including orders for repetitive or
non-repetitive electronic funds transfers) shall, unless otherwise directed by
the Board of Directors, or unless required by law, be signed by any two of the
following officers: the President, any Vice President, the Secretary or any
Assistant Secretary; provided that in every case at least one such officer
shall be the President, a Vice President or the Secretary. The Board of
Directors may, however, notwithstanding the foregoing provision, by resolution
adopted at any meeting, authorize any of said officers or any employee of the
corporation so designated by the Board of Directors of the corporation to
sign, checks, drafts and such orders for the payment of money singly and
without necessity of countersignature, and may designate officers of the
corporation other than those named above or any employee of the corporation so
designated by the Board of Directors of the corporation, or different
combinations of such officers or any employee of the corporation so designated
by the Board of Directors of the corporation, who may, in the name of the
corporation, execute checks, drafts, and such orders for the payment of money
on its behalf. Further, the President is authorized to designate to the
corporation's banks, in writing, individuals employed in the Columbia Gas
System Service Corporation Cash Management Department, who
18
<PAGE> 19
Exhibit 9-B
Page 19
need not be officers or employees of the corporation to give in the name of
the corporation telephonic, telegraphic, or electronic transfer instructions
for the payment of money, which may, with respect to routine items, include
instructions as to the amount to be transferred, to any bank, pursuant to
previously issued written orders, signed by officers of the corporation or by
any employee of the corporation so designated by the Board of Directors of the
corporation in any manner provided above, which designate the recipients of
such amounts and which identify what shall be treated as routine items.
FISCAL YEAR
Section 4. The fiscal year of the corporation begins on the
first day of January and ends on the thirty-first day of December in each
year.
SEAL
Section 5. The corporate seal shall have inscribed thereon
the name of the corporation, and the words "Corporate Seal 1996 Delaware".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
19
<PAGE> 20
Exhibit 9-B
Page 20
ARTICLE VIII
INDEMNIFICATION
(a) Right to Indemnification. The corporation shall to the
fullest extent permitted by applicable law as then in effect indemnify any
person (the "Indemnitee") who was or is involved in any manner (including,
without limitation, as a party or a witness) or is threatened to be made so
involved in any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, administrative, or investigative
(including without limitation, any action, suit, or proceeding by or in the
right of the corporation to procure a judgment in its favor) (a "Proceeding")
by reason of the fact that such person is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise
(including, without limitation, any employee benefit plan) against all
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such Proceeding. Such indemnification shall be a contract right and shall
include the right to receive payment of any expenses incurred by the
Indemnitee in connection with such Proceeding in advance of its final
disposition, consistent with the provisions of applicable law as then in
effect.
(b) Insurance, Contracts, and Funding. The corporation may
purchase and maintain insurance to protect itself and any indemnitee against
any expenses, judgments, fines, and amounts paid in settlement as specified in
Section (a) of this Article VIII or incurred by an Indemnitee in
20
<PAGE> 21
Exhibit 9-B
Page 21
connection with any proceeding referred to in Section (a) of this Article
VIII, to the fullest extent permitted by applicable law as then in effect.
The corporation may enter into contracts with any director, officer, employee,
or agent of the corporation or use other means in furtherance of the
provisions of this Article VIII to ensure the payment of such amounts as may
be necessary to effect indemnification as provided in this Article VIII.
(c) Indemnification; Not Exclusive Right. The right of
indemnification provided in this Article VIII shall not be exclusive of any
other rights to which those seeking indemnification may otherwise be entitled,
and the provisions of this Article VIII shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnity under this
Article VIII and shall be applicable to Proceedings commenced or continuing
after the adoption of this Article VIII, whether arising from acts or
omissions occurring before or after such adoption.
(d) Advancement of Expenses; Procedures; Presumptions and
Effect of Certain Proceedings; Remedies. In furtherance but not in limitation
of the foregoing provisions, the following procedures, presumptions, and
remedies shall apply with respect to advancement of expenses and the right to
indemnification under this Article VIII:
(1) Advance of Expenses. All reasonable expenses incurred by
or on behalf of the Indemnitee in connection with any Proceeding shall be
advanced to the Indemnitee by the corporation within 20 days after the receipt
by the corporation of a statement or statements from the Indemnitee requesting
such advance or advances from time to time, whether prior to or after final
21
<PAGE> 22
Exhibit 9-B
Page 22
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the expenses incurred by the Indemnitee and, if required by law at
the time of such advance, shall include or be accompanied by an undertaking by
or on behalf of the Indemnitee to repay the amounts advanced if it should
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such expenses pursuant to this Article VIII.
(2) Procedure for Determination of Entitlement to
Indemnification.
(i) To obtain indemnification under this Article VIII, an
Indemnitee shall submit to the Secretary of the corporation a written request,
including such documentation and information as is reasonably available to the
Indemnitee and reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification (the "Supporting
Documentation"). The determination of the Indemnitee's entitlement to
indemnification shall be made not later than 60 days after receipt by the
corporation of the written request for indemnification together with
Supporting Documentation. The Secretary of the corporation shall advise the
Board of Directors in writing, promptly upon receipt of such a request for
indemnification, that the Indemnitee has requested indemnification.
(ii) The Indemnitee's entitlement to indemnification under
this Article VIII shall be determined in one of the following ways: (A) by a
majority vote of the Disinterested Directors (as hereinafter defined), even if
they constitute less than a quorum of the Board of Directors; (B) by a written
opinion of Independent Counsel (as hereinafter defined) if (x) a Change of
Control (as hereinafter defined) shall have occurred and the Indemnitee so
requests or (y) a quorum of the Board of Directors consisting of Disinterested
Directors is not obtainable or, even if obtainable, a majority
22
<PAGE> 23
Exhibit 9-B
Page 23
of such Disinterested Directors so directs; (C) by the stockholders of the
corporation (but only if a majority of the Disinterested Directors present the
issue of entitlement to indemnification to the stockholders for their
determination); or (D) as provided in Section (d)(3).
(iii) In the event the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section
(d)(2)(ii), a majority of the Board of Directors shall select the Independent
Counsel, but only an Independent Counsel to which the Indemnitee does not
reasonably object; provided, however, that if a Change of Control shall have
occurred, the Indemnitee shall select such Independent Counsel, but only an
Independent Counsel to which the Board of Directors does not reasonably
object.
(iv) The only basis upon which a finding of no entitlement to
indemnification may be made is that indemnification is prohibited by law.
(3) Presumptions and Effect of Certain Proceedings. Except as
otherwise expressly provided in this Article VIII, if a Change of Control
shall have occurred, the Indemnitee shall be presumed to be entitled to
indemnification under this Article VIII upon submission of a request for
indemnification together with the Supporting Documentation in accordance with
Section (d)(2)(i), and thereafter the corporation shall have the burden of
proof to overcome that presumption in reaching a contrary determination. In
any event, if the person or persons empowered under Section (d)(2) to
determine entitlement to indemnification shall not have been appointed or
shall not have made a determination within 60 days after receipt by the
corporation of the request therefor together with the Supporting
Documentation, the Indemnitee shall be deemed to be entitled to
indemnification, and the Indemnitee shall be entitled to such indemnification
unless (A) the
23
<PAGE> 24
Exhibit 9-B
Page 24
Indemnitee misrepresented or failed to disclose a material fact in making the
request for indemnification or in the Supporting Documentation or (B) such
indemnification is prohibited by law. The termination of any Proceeding
described in Section (a), or of any claim, issue, or matter therein, by
judgment, order, settlement, or conviction, or upon a plea of nolo contendere
or its equivalent, shall not of itself adversely affect the right of the
Indemnitee to indemnification or create a presumption that the Indemnitee did
not act in good faith and in a manner which the Indemnitee reasonably believed
to be in or not opposed to the best interests of the corporation or, with
respect to any criminal Proceeding, that the Indemnitee had reasonable cause
to believe that the Indemnitee's conduct was unlawful.
(4) Remedies of Indemnitee.
(i) In the event that a determination is made pursuant to Section
(d)(2) or (3) that the Indemnitee is not entitled to indemnification under
this Article VIII, (A) the Indemnitee shall be entitled to seek an
adjudication of his entitlement to such indemnification either, at the
Indemnitee's sole option, in (x) an appropriate court of the State of Delaware
or any other court of competent jurisdiction or (y) an arbitration to be
conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association; (B) any such judicial proceeding or arbitration shall
be de novo and the Indemnitee shall not be prejudiced by reason of such
adverse determination; and (C) in any such judicial proceeding or arbitration,
the corporation shall have the burden of proving that the Indemnitee is not
entitled to indemnification under this Article VIII.
(ii) If pursuant to Section (d)(2) or (3) a determination shall
have been made or deemed to have been made that the Indemnitee is entitled to
indemnification, the corporation shall be obligated
24
<PAGE> 25
Exhibit 9-B
Page 25
to pay the amounts constituting such indemnification within five days after
such determination has been made or is deemed to have been made and shall be
conclusively bound by such determination unless (A) the Indemnitee
misrepresented or failed to disclose a material fact in making the request for
indemnification or in the Supporting Documentation, or (B) such
indemnification is prohibited by law. In the event that (x) advancement of
expenses is not timely made pursuant to Section (d)(l), or (y) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section (d)(2) or (3), the Indemnitee shall be entitled to seek
judicial enforcement of the Corporation's obligation to pay to the Indemnitee
such advancement of expenses or indemnification. Notwithstanding the
foregoing, the corporation may bring an action in an appropriate court in the
State of Delaware or any other court of competent jurisdiction, contesting the
right of the Indemnitee to receive indemnification hereunder due to the
occurrence of an event described in subclause (A) or (B) of this clause (ii)
(a "Disqualifying Event"); provided, however, that in any such action the
corporation shall have the burden of proving the occurrence of such
Disqualifying Event.
(iii) The corporation shall be precluded from asserting in any
judicial proceeding or arbitration commenced pursuant to this Section (d)(4)
that the procedures and presumptions of this Article VIII are not valid,
binding and enforceable and shall stipulate in any such court or before any
such arbitrator that the corporation is bound by all the provisions of this
Article VIII.
(iv) In the event that pursuant to this Section (d)(4) the
Indemnitee seeks a judicial adjudication of or an award in arbitration to
enforce his rights under, or to recover damages for breach of, this Article
VIII, the Indemnitee shall be entitled to recover from the corporation, and
shall be indemnified by the corporation against, any expenses actually and
reasonably incurred by
25
<PAGE> 26
Exhibit 9-B
Page 26
the Indemnitee if the Indemnitee prevails in such judicial adjudication or
arbitration. If it shall be determined in such judicial adjudication or
arbitration that the Indemnitee is entitled to receive part but not all of the
indemnification or advancement of expenses sought, the expenses incurred by
the Indemnitee in connection with such judicial adjudication or arbitration
shall be prorated accordingly.
(5) Definitions. For purposes of this Section (d):
(i) "Change in Control" means (A) so long as the Public Utility
Holding Company Act of 1935 is in effect, any "company" becoming a "holding
company" in respect to the corporation, other than with respect to The
Columbia Gas System, Inc., or any determination by the U.S. Securities and
Exchange Commission that any "person" should be subject to the obligations,
duties, and liabilities if imposed by said Act by virtue or his, hers or its
influence over the management or policies of the corporation, or (B) whether
or not said Act is in effect, a change in control of the corporation of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act
of 1934 (the "Act"), whether or not the corporation is then subject to such
reporting requirement; provided that, without limitation, such a change in
control shall be deemed to have occurred if (i) any "person" (as such term is
used in Section 13(d) and 14(d) of the Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of
securities of the corporation representing 10% or more of the combined voting
power of the corporation's then outstanding securities without the prior
approval of at least two-thirds of the members of the Board of Directors in
26
<PAGE> 27
Exhibit 9-B
Page 27
office immediately prior to such acquisition; (ii) the corporation is a party
to a merger, consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority
of the Board of Directors thereafter; or (iii) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including for this purpose any new director whose
election or nomination for election by the Corporation's stockholders was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period) cease for any
reason to constitute at least a majority of the Board of Directors.
(ii) "Disinterested Director" means a director of the corporation
who is not or was not a party to the Proceeding in respect of which
indemnification is sought by the Indemnitee.
(iii) "Independent Counsel" means a law firm or a member of a law
firm that neither presently is, nor in the past five years has been, retained
to represent: (A) the corporation or the Indemnitee in any matter material to
either such party or (B) any other party to the Proceeding giving rise to a
claim for indemnification under this Article VIII. Notwithstanding the
foregoing, the term "Independent Counsel" shall not include any person who,
under the applicable standards of professional conduct then prevailing under
the law of the State of Delaware, would have a conflict of interest in
representing either the corporation or the Indemnitee in an action to
determine the Indemnitee's rights under this Article VIII.
(e) Severability. If any provision or provisions of this Article
VIII shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (i) the validity, legality, and enforceability of the remaining
provisions of this Article VIII (including, without limitation, all portions
of any paragraph of this Article VIII containing any such provision held to be
invalid,
27
<PAGE> 28
Exhibit 9-B
Page 28
illegal, or unenforceable, that are not themselves invalid, illegal, or
unenforceable) shall not in any way be affected or impaired thereby; and (ii)
to the fullest extent possible, the provisions of this Article VIII
(including, without limitation, all portions of any paragraph of this Article
VIII containing any such provision held to be invalid, illegal, or
unenforceable that are not themselves invalid, illegal, or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal, or unenforceable.
(f) Successor Laws, Regulations, and Agencies. Reference herein to
laws, regulations, or agencies shall be deemed to include all amendments
thereof, substitutions therefor, and successors thereto.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Articles of
Incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal, or adoption of new
Bylaws be contained in the notice of such special meeting.
28
<PAGE> 1
Exhibit D
Page 1
AGREEMENT FOR FILING CONSOLIDATED
FEDERAL INCOME TAX RETURN AND FOR
ALLOCATION OF LIABILITIES AND BENEFITS
ARISING FROM SUCH CONSOLIDATED
TAX RETURN BETWEEN
THE COLUMBIA GAS SYSTEM, INC.
AND SUBSIDIARY COMPANIES
The following members of The Columbia Gas System, Inc., affiliated
group of corporations as described in Section 1504 of the Internal Revenue Code
hereby authorize their common parent corporation, The Columbia Gas System,
Inc., to make and file a consolidated federal income tax return on behalf of
the group.
<TABLE>
<CAPTION>
Federal
Employer
Identification
Name and Address Number
- ---------------------------------------------------------- --------------
<S> <C>
The Columbia Gas System, Inc. . . . . . . . . . . . . . . 13-1594808
Columbia Atlantic Trading Corporation . . . . . . . . . . 51-0122560
Columbia Gas System Service Corporation . . . . . . . . . 13-1596081
Columbia Insurance Corporation, LTD . . . . . . . . . . . APPLIED FOR
Columbia LNG Corporation . . . . . . . . . . . . . . . . . 31-0808682
CLNG Corporation . . . . . . . . . . . . . . . . . . . . 51-0363075
Columbia Network Services Corporation. . . . . . . . . . . 55-0752155
CNS Microwave, Inc. . . . . . . . . . . . . . . . . . . . 55-0753507
TriStar Capital Corporation . . . . . . . . . . . . . . . 51-0331685
TriStar Gas Technologies, Inc. . . . . . . . . . . . . . 51-0331689
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191-3420
TriStar Ventures Corporation . . . . . . . . . . . . . . . 55-0647910
TriStar Pedrick Limited Corporation . . . . . . . . . . . 51-0314565
TriStar Pedrick General Corporation . . . . . . . . . . . 51-0314105
TriStar Fuel Cells Corporation . . . . . . . . . . . . . 51-0324211
TriStar Binghamton General Corporation . . . . . . . . . 51-0324212
TriStar Binghamton Limited Corporation . . . . . . . . . 51-0324213
TriStar Georgetown General Corporation . . . . . . . . . 51-0324214
TriStar Georgetown Limited Corporation . . . . . . . . . 51-0324215
TriStar Vineland General Corporation . . . . . . . . . . 51-0324217
TriStar Vineland Limited Corporation . . . . . . . . . . 51-0324218
TriStar Rumford Limited Corporation . . . . . . . . . . . 51-0324219
TVC Nine Corporation . . . . . . . . . . . . . . . . . . 51-0324220
TVC Ten Corporation . . . . . . . . . . . . . . . . . . . 51-0324221
</TABLE>
<PAGE> 2
Exhibit D
Page 2
<TABLE>
<S> <C>
205 Van Buren Street, Suite 120
Herndon, VA 22070
Columbia Gas of Kentucky, Inc. . . . . . . . . . . . . . 55-0139565
Columbia Gas of Maryland, Inc. . . . . . . . . . . . . . 25-1093185
Columbia Gas of Ohio, Inc. . . . . . . . . . . . . . . . 31-0673990
Columbia Gas of Pennsylvania, Inc. . . . . . . . . . . . 25-1100252
Commonwealth Gas Services, Inc. . . . . . . . . . . . . . 54-0344210
200 Civic Center Drive
Columbus, OH 43215
Columbia Gas Development Corporation . . . . . . . . . . . 74-1664015
One Riverway, First Floor
Houston, TX 77056
Columbia Gulf Transmission Company . . . . . . . . . . . . 74-1321143
Columbia Gas Transmission Corporation . . . . . . . . . . 31-0802435
1700 MacCorkle Avenue, S.E.
Charleston, WV 25314
Commonwealth Propane, Inc. . . . . . . . . . . . . . . . 54-0146483
Columbia Propane Corporation . . . . . . . . . . . . . . . 61-0565214
9200 Arboretum Parkway, Suite 140
Richmond, VA 23236
Columbia Coal Gasification Corporation . . . . . . . . . . 61-0714016
Columbia Natural Resources, Inc. . . . . . . . . . . . . 52-1383102
900 Pennsylvania Avenue
Charleston, WV 25302
Columbia Energy Services Corporation . . . . . . . . . . 61-0573109
Columbia Energy Marketing Corporation . . . . . . . . . . 25-1770943
Columbia Service Partners, Inc. . . . . . . . . . . . . . 25-1787891
121 Hillpointe Drive, Suite 100
Canonsburg, PA 15317
</TABLE>
The parties hereby agree to allocate liabilities and benefits arising from such
consolidated return in the manner prescribed below which is consistent with
Rule 45(c) of the Public Utility Holding Company Act of 1935:
(1) Definitions:
"Consolidated tax" is the aggregate current U.S. federal income tax
liability for a tax year, being the tax shown on the consolidated
federal income tax return and any adjustments thereto which are
thereafter determined. If, because of a consolidated net operating
loss, investment tax credit, carrybacks, etc., a refund is due, the
consolidated tax for the current year will be that refund.
<PAGE> 3
Exhibit D
Page 3
"Separate return tax" is the tax on the corporate taxable income or
capital of a company including the effect of any particular feature of
the tax law, differences in tax rates, investment tax credits, etc.,
applicable to it. Separate return tax may be either positive or
negative.
(2) The consolidated tax shall be apportioned among the members of the
group utilizing the "separate return tax" method in the manner
prescribed below:
(a) Intercompany eliminations recorded by consolidation entries
which affect the consolidated tax will be assigned to the
appropriate member necessitating the intercompany elimination
for the purpose of computing separate return tax.
(b) With the exception of the parent corporation, each member of
the group having negative separate return tax will receive
current payment in an amount equal to such negative separate
return tax if that member has sufficient taxable income in the
carryback period to utilize its negative separate return tax.
A member of the group that cannot utilize its negative
separate return tax on a stand alone basis either in the
current period or the permitted carryback period will not
receive payment for their negative separate return tax until
that member generates sufficient tax liability to utilize its
losses. The benefits of the negative separate return tax not
utilized currently by the member will serve to reduce the tax
payment obligation of the positive separate return tax
members. The positive separate return tax member will record
a liability to the parent corporation for this reduction. The
parent corporation will record a liability for the negative
separate return tax to the loss member. Members with a
negative separate return tax will not participate in the
allocation of the parent corporation loss, if applicable, for
that year.
If, because of carryback or other restrictions, the aggregate
of all negative separate return taxes is not entirely usable
in the current year's return, the portion which is usable will
be apportioned among the members having negative separate
return tax in proportion thereto.
(c) Any parent corporation gain or loss realized from its sale of
its interest in subsidiaries' securities will be assigned to
parent corporation and will not be allocated to other members.
All other parent corporation negative separate return tax will
be allocated currently to positive separate return tax members
on the ratio of their positive separate return tax to the
total positive separate return tax.
<PAGE> 4
Exhibit D
Page 4
(d) Each member of the group, after intercompany eliminations,
having positive separate return tax will pay an amount equal
to its proportionate share of the consolidated tax liability
to members having negative separate return tax, for which the
separate return loss was utilized to offset consolidated
taxable income,based on the ratio of its separate return tax
to the total of the separate return taxes of members having
positive separate return tax, assuming such loss companies
meet the carryback requirement of sub-section (b) above.
(3) Carryover and other rights, if any, accrued under past regulations and
orders for which a member company has not been paid shall be accounted
for as follows: Each such member generating such benefits shall receive
payment to the earliest year in which statutory carryover periods have
not expired. Payment will be received, following execution of this
agreement, from the companies which benefited from the prior deductions
in the same ratios initially used to distribute such benefits.
(4) In the event the consolidated return reflects a net operating loss or
excess investment tax credit and cannot be totally carried back, the
tax benefit of such net operating loss or excess shall be allowed as a
carryover to future years. In the event they cannot be fully utilized
on a consolidated basis, a proportionate allocation under Section (2)
will be made. If and when the tax benefits are realizable on a
consolidated basis in a subsequent year, such tax benefits shall be
allocated to the members originally denied such benefits in the year
the items were generated.
(5) In the event the consolidated tax is subsequently materially revised by
amended returns, interim payments or refunds, or, in any event, by a
final determination, such changes shall be allocated in the same manner
as though the adjustments on which they are based had formed part of
the original consolidated return. The tax effect of negotiated
adjustments which do not include an item-by-item modification of the
return shall be allocated in accordance with Section (2)(d) of this
agreement or, considering all the facts and circumstances, under such
other method as may be determined to be more fair and equitable.
(6) No subsidiary company, as a result of the method of allocation
described herein, shall be required to pay more tax than its separate
return tax as defined in Section (1).
(7) Any current state income tax liability or benefit associated with a
state income tax return or franchise tax return involving more than one
member shall be allocated to such subsidiaries doing business in such
state based on their separate return liabilities and other principles
set forth herein.
No member is to be allocated a state tax which is greater than its
state tax liability had it filed a separate return, including the
carryback/carryforward period . All available
<PAGE> 5
Exhibit D
Page 5
credits are to be allocated to the member generating the credit prior
to the allocation of the System tax liability if available on a
separate return basis.
Similar to section 2(b) for federal income taxes, a member of the group
that cannot utilize its negative separate return tax on a stand alone
basis either in the current period or permitted carryback period will
not receive payment for their negative separate return tax until that
member generates sufficient taxable income to utilize its losses.
In the event the consolidated state income tax liability for any year
is redetermined subsequent to the allocation of the consolidated tax
liability reported for that tax year, the redetermined tax liability
shall be allocated pursuant to this Agreement as if the adjustments and
modifications related to this determination had been a part of the
original return. Any interest or penalties associated with
underpayment or overpayment of tax shall be allocated based on the
allocation of the underlying underpayment or overpayment of tax.
(8) This agreement shall apply to the consolidated federal and state income
tax returns to be filed for the calendar year 1996 and all subsequent
years unless subsequently amended. In the case of unexpected events,
including changes in the tax laws which may require modifications to
the agreement, amendment to this agreement shall be conditioned on
approval by the Securities and Exchange Commission.
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned, duly authorized, have signed this agreement on behalf
of the company(s) indicated.
/s/Chief Financial Officer of Subsidiary Corporation
By:
Officer
DATE: December 31, 1996
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000000001
<NAME> CGS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,649,900
<OTHER-PROPERTY-AND-INVEST> 459,700
<TOTAL-CURRENT-ASSETS> 1,435,900
<TOTAL-DEFERRED-CHARGES> 49,000
<OTHER-ASSETS> 410,100
<TOTAL-ASSETS> 6,004,600
<COMMON> 552,600
<CAPITAL-SURPLUS-PAID-IN> 743,200
<RETAINED-EARNINGS> 259,300
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,553,600
0
0
<LONG-TERM-DEBT-NET> 2,003,800
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 900
0
<CAPITAL-LEASE-OBLIGATIONS> 2,400
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,447,200
<TOT-CAPITALIZATION-AND-LIAB> 6,004,600
<GROSS-OPERATING-REVENUE> 3,354,000
<INCOME-TAX-EXPENSE> 115,900
<OTHER-OPERATING-EXPENSES> 2,875,800
<TOTAL-OPERATING-EXPENSES> 2,875,800
<OPERATING-INCOME-LOSS> 478,200
<OTHER-INCOME-NET> 26,100
<INCOME-BEFORE-INTEREST-EXPEN> 504,300
<TOTAL-INTEREST-EXPENSE> 166,800
<NET-INCOME> 221,600
0
<EARNINGS-AVAILABLE-FOR-COMM> 221,600
<COMMON-STOCK-DIVIDENDS> 0.60
<TOTAL-INTEREST-ON-BONDS> 140,400
<CASH-FLOW-OPERATIONS> 462,800
<EPS-PRIMARY> 4.12
<EPS-DILUTED> 4.11
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000000001
<NAME> CKY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 115,000
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 64,900
<TOTAL-DEFERRED-CHARGES> 200
<OTHER-ASSETS> 8,500
<TOTAL-ASSETS> 188,600
<COMMON> 23,800
<CAPITAL-SURPLUS-PAID-IN> 200
<RETAINED-EARNINGS> 40,300
<TOTAL-COMMON-STOCKHOLDERS-EQ> 64,300
0
0
<LONG-TERM-DEBT-NET> 300
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 300
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 124,000
<TOT-CAPITALIZATION-AND-LIAB> 188,600
<GROSS-OPERATING-REVENUE> 137,000
<INCOME-TAX-EXPENSE> 6,200
<OTHER-OPERATING-EXPENSES> 117,200
<TOTAL-OPERATING-EXPENSES> 117,200
<OPERATING-INCOME-LOSS> 19,800
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 19,800
<TOTAL-INTEREST-EXPENSE> 4,300
<NET-INCOME> 9,300
0
<EARNINGS-AVAILABLE-FOR-COMM> 9,300
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (8,400)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000000001
<NAME> COH
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 735,800
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 591,400
<TOTAL-DEFERRED-CHARGES> 12,800
<OTHER-ASSETS> 125,000
<TOTAL-ASSETS> 1,465,000
<COMMON> 119,300
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 271,300
<TOTAL-COMMON-STOCKHOLDERS-EQ> 390,600
0
0
<LONG-TERM-DEBT-NET> 1,100
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 100
0
<CAPITAL-LEASE-OBLIGATIONS> 1,100
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,073,300
<TOT-CAPITALIZATION-AND-LIAB> 1,465,000
<GROSS-OPERATING-REVENUE> 1,323,800
<INCOME-TAX-EXPENSE> 24,500
<OTHER-OPERATING-EXPENSES> 1,215,000
<TOTAL-OPERATING-EXPENSES> 1,215,000
<OPERATING-INCOME-LOSS> 108,900
<OTHER-INCOME-NET> (1,300)
<INCOME-BEFORE-INTEREST-EXPEN> 107,600
<TOTAL-INTEREST-EXPENSE> 37,300
<NET-INCOME> 45,700
0
<EARNINGS-AVAILABLE-FOR-COMM> 45,700
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (45,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000000001
<NAME> CMD
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 41,800
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 14,900
<TOTAL-DEFERRED-CHARGES> 100
<OTHER-ASSETS> 3,500
<TOTAL-ASSETS> 60,300
<COMMON> 10,100
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 11,800
<TOTAL-COMMON-STOCKHOLDERS-EQ> 21,900
0
0
<LONG-TERM-DEBT-NET> 100
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 100
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 38,300
<TOT-CAPITALIZATION-AND-LIAB> 60,300
<GROSS-OPERATING-REVENUE> 50,300
<INCOME-TAX-EXPENSE> 1,500
<OTHER-OPERATING-EXPENSES> 44,700
<TOTAL-OPERATING-EXPENSES> 44,700
<OPERATING-INCOME-LOSS> 5,600
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 5,600
<TOTAL-INTEREST-EXPENSE> 1,500
<NET-INCOME> 2,600
0
<EARNINGS-AVAILABLE-FOR-COMM> 2,600
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 1,200
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000000001
<NAME> CPA
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 367,100
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 200,200
<TOTAL-DEFERRED-CHARGES> 1,100
<OTHER-ASSETS> 70,700
<TOTAL-ASSETS> 639,100
<COMMON> 85,100
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 124,400
<TOTAL-COMMON-STOCKHOLDERS-EQ> 209,500
0
0
<LONG-TERM-DEBT-NET> 400
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 400
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 429,200
<TOT-CAPITALIZATION-AND-LIAB> 639,100
<GROSS-OPERATING-REVENUE> 432,600
<INCOME-TAX-EXPENSE> 20,300
<OTHER-OPERATING-EXPENSES> 369,000
<TOTAL-OPERATING-EXPENSES> 369,000
<OPERATING-INCOME-LOSS> 63,600
<OTHER-INCOME-NET> (100)
<INCOME-BEFORE-INTEREST-EXPEN> 63,500
<TOTAL-INTEREST-EXPENSE> 14,600
<NET-INCOME> 28,600
0
<EARNINGS-AVAILABLE-FOR-COMM> 28,600
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (24,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000000001
<NAME> COS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 237,700
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 65,500
<TOTAL-DEFERRED-CHARGES> 900
<OTHER-ASSETS> 10,200
<TOTAL-ASSETS> 314,300
<COMMON> 50,300
<CAPITAL-SURPLUS-PAID-IN> 3,000
<RETAINED-EARNINGS> 61,400
<TOTAL-COMMON-STOCKHOLDERS-EQ> 114,700
0
0
<LONG-TERM-DEBT-NET> 1,300
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 200
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 198,300
<TOT-CAPITALIZATION-AND-LIAB> 314,300
<GROSS-OPERATING-REVENUE> 183,900
<INCOME-TAX-EXPENSE> 6,800
<OTHER-OPERATING-EXPENSES> 155,700
<TOTAL-OPERATING-EXPENSES> 155,700
<OPERATING-INCOME-LOSS> 28,100
<OTHER-INCOME-NET> (100)
<INCOME-BEFORE-INTEREST-EXPEN> 28,000
<TOTAL-INTEREST-EXPENSE> 8,600
<NET-INCOME> 12,700
0
<EARNINGS-AVAILABLE-FOR-COMM> 12,700
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (3,200)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
