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File No. 70-9129
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM U-1/A
AMENDMENT NO. 1 TO
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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THE COLUMBIA GAS SYSTEM, INC.
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
TRISTAR VENTURES CORPORATION
TRISTAR CAPITAL CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
205 Van Buren
Herndon, VA 22070
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COLUMBIA NATURAL RESOURCES, INC
ALAMCO, INC.
ALAMCO - DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
900 Pennsylvania Avenue
Charleston, WV 25302
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA POWER MARKETING CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
COLUMBIA GAS TRANSMISSION CORPORATION
12801 FairLakes Parkway
Fairfax, VA 22030-0146
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
1600 Dublin Road
Columbus, OH 43215-1082
COLUMBIA PROPANE CORPORATION
9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
COLUMBIA GULF TRANSMISSION COMPANY
2603 Augusta, Suite 125
Houston, TX 77057
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COMMONWEALTH GAS SERVICES, INC.
200 Civic Center Drive
Columbus, OH 43215
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(Names of company or companies filing this statement
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and addresses of principal executive offices)
THE COLUMBIA GAS SYSTEM, INC.
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(Name of top registered holding company parent of
each applicant or declarant)
J. W. Trost, Vice President
COLUMBIA GAS SYSTEM SERVICE CORPORATION
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3458
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(Name and address of agent for service)
Names and Addresses of Subsidiary Company Agents for Service:
<TABLE>
<S> <C>
M. A. CHANDLER, Treasurer S. T. MACQUEEN, Treasurer
Columbia Natural Resources, Inc. Columbia LNG Corporation
Alamco, Inc. 12355 Sunrise Valley Drive
Alamco-Delaware, Inc. Suite 300
Hawg Hauling & Disposal, Inc. Reston, VA 20191-3458
900 Pennsylvania Avenue
Charleston, WV 25302 J. W. TROST, Vice President
Columbia Gas System Service Corporation
D. P. DETAR, Treasurer 12355 Sunrise Valley Drive, Suite 300
TriStar Ventures Corporation Reston, VA 20191-3420
TriStar Pedrick Limited Corporation
TriStar Pedrick General Corporation J. W. GROSSMAN, Treasurer
TriStar Binghamton Limited Corporation TriStar Capital Corporation
TriStar Binghamton General Corporation Columbia Atlantic Trading Corporation
TriStar Vineland Limited Corporation 12355 Sunrise Valley Drive
TriStar Vineland General Corporation Suite 300
TriStar Rumford Limited Corporation Reston, VA 20191-3458
TriStar Georgetown Limited Corporation
TriStar Georgetown General Corporation S. M. NORDIN, Treasurer
TriStar Fuel Cells Corporation Columbia Propane Corporation
TVC Nine Corporation 9200 Arboretum Parkway, Ste 140
TVC Ten Corporation Richmond, VA 23236
TriStar System, Inc.
205 Van Buren
Herndon, VA 22070
</TABLE>
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A. J. SONDERMAN, Corporate Secretary
Columbia Gas of Ohio, Inc.
Columbia Gas of Kentucky, Inc.
Commonwealth Gas Services, Inc.
Columbia Gas of Pennsylvania, Inc.
Columbia Gas of Maryland, Inc.
200 Civic Center Drive
Columbus, OH 43215
G. A. BARNARD, Assistant Controller
Columbia Gas Transmission Corporation
Columbia Gulf Transmission Company
1700 MacCorkle Avenue, S. E.
Charleston, WV 25314
D. FURLANO, Treasurer
Columbia Network Services Corporation
CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
R. S. GUSTAFSON, Controller
Columbia Assurance Agency, Inc.
Columbia Energy Services Corporation
Columbia Energy Marketing Corporation
Columbia Power Marketing Corporation
Columbia Service Partners, Inc.
121 Hill Pointe Drive
Suite 100
Canonsburg, PA 15317
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(Names and Addresses of Other Agents for Service)
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The Columbia Gas System, Inc. ("Columbia"), a registered holding
company under the Public Utility Holding Company Act of 1935 (the "Act"),
hereby submits for filing this Amendment No. 1 to the Joint
Application-Declaration on Form U-1 in File No. 1 70-9129 to amend and restate
the Joint Application-Declaration it its entirety.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
(a) Furnish a reasonably detailed and precise description of the
proposed transaction, including a statement of the reasons why it is desired to
consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its relation
to the proposed transaction.
The Columbia Gas System, Inc. ("Columbia"), a Delaware Corporation,
and a holding company registered with the U. S. Securities and Exchange
Commission ("Commission") under the Public Utility Holding Company Act of 1935,
as amended ("the Act"), and its subsidiary companies (collectively, "the
System") are requesting Commission approval to update and expand their existing
short-term financing authority. Specifically, Columbia asks the Commission to
increase the System's short-term financing authority to $2 billion through
December 31, 2003. In addition, Columbia asks the Commission to release the
reservation of jurisdiction over Money Pool participation by new Columbia
subsidiaries.
By order dated December 23, 1996 in File No. 70-8925 (Holding Co. Act
Release No. 26634) (the "Omnibus Financing Order"), Columbia was authorized to
engage in a wide range of financing transactions through December 31, 2001,
subject to certain conditions and parameters. Among the conditions was the
following: "The aggregate amount of external, long-term debt and equity
financing issued by Columbia, through December 31, 2001, will not exceed $5
billion of long-term debt and equity financing or more than $1 billion of
short-term borrowing outstanding at any one time." Under the terms of the
Omnibus Financing Order, Columbia and its nonutility subsidiaries were
authorized to enter guarantee arrangements, obtain letters of credit and
otherwise provide credit support with respect to obligations of their
respective subsidiaries as may be needed and appropriate to enable them to
carry on in the ordinary course of their respective businesses through December
31, 2001, subject to an aggregate limit on such credit support of $500 million
at any one time. The guarantees were in addition to any other financing
authorization requested in that file. Columbia was also authorized to utilize
the proceeds of any of the above financing for investments in exempt wholesale
generators ("EWGs") and foreign utility companies ("FUCOs"), subject to the
requirements of Sections 32 and 33 of the Act and Rules 53 and 54 thereunder,
which restrict Columbia's aggregate investment in EWGs and FUCOs to an amount
equal to 50% of its consolidated retained earnings as defined in Rule
53(a)(1)(ii).
Columbia wishes to expand and clarify the foregoing authorities and
specifically requests authorization to increase the limit on external
short-term debt at any one time
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outstanding through December 31, 2003 to $2 billion. In addition Columbia asks
the Commission to release the reservation of jurisdiction with respect to Money
Pool participation by new direct or indirect subsidiaries of Columbia. As
initially set forth in the Omnibus Financing Order, the authorization sought
herein is subject to the following general conditions: (1) Columbia will
maintain its long-term debt rating at an investment grade level as established
by a nationally recognized statistical rating organization, as that term is
used in rule c-1(c)(2)(vi)(F) of the Securities Exchange Act of 1934; (2) its
common equity, as reflected in its most recent Form 10-K or Form 10-Q and as
adjusted to reflect subsequent events that affect capitalization, does not fall
below 30% of its consolidated capitalization; (3) the effective cost of money
on debt borrowing occurring pursuant to this authorization will not exceed 300
basis points over comparable term U.S. Treasury securities; (4) the maturity of
short-term indebtedness will not exceed one year; (5) the underwriting fees,
commissions, or other similar remuneration paid in connection with the
non-competitive bid issue, sale or distribution of a security in this matter
will not exceed 5% of the principal or total amount of the financing; (6) with
respect to any Bid Notes, they will bear interest rates comparable to, or lower
than, those available through other proposed forms of short-term borrowing with
similar terms and have maturities not exceeding 270 days; (7) the proceeds from
the sale of securities by Columbia in external financing transactions will be
added to Columbia's treasury and used for general and corporate purposes
including: (a) the financing, in part, of the capital expenditures of Columbia
and its Subsidiaries; (b) in the case of short-term debt, the financing of gas
storage inventories, other working capital requirements and capital spending of
the System; (c) the acquisition of interests in EWGs and FUCOs; (d) the
acquisition, retirement, or redemption of securities of which Columbia is an
issuer without the need for prior Commission approval pursuant to rule 42 or a
successor rule; and/or (e) the acquisition of the securities of nonutility
companies as permitted under any final rule of the Commission permitting such
acquisitions. The Money Pool will continue to operate pursuant to the terms
and conditions set forth in the Omnibus Financing Order.
The Columbia System requires short-term debt financing to finance gas
storage inventories until sale in the winter months, to meet other short-term
working capital requirements and to finance construction spending until
long-term financing can be arranged. Further, Columbia has an established goal
of increasing its investment in generally non-rate regulated businesses. As
Columbia's operations grow, its need for short-term capital will also increase.
In the rapidly growing energy industry, a higher level of short-term
authorization is required to provide the type of flexibility needed to compete
effectively. Columbia therefore requests an increase in the limit on
short-term debt at any one time outstanding through December 31, 2003 to $2
billion. Such short-term financing could include, without limitation, a
revolving credit agreement, the issuance of commercial paper, bid notes issued
to individual banks, which are participants in the revolving credit agreement,
bank borrowing, or medium-
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term notes issued under its Indenture dated November 28, 1995, between Columbia
and Marine Midland Bank, Trustee, as amended.
The Omnibus Financing Order authorizes continuation of the System
Money Pool through December 31, 2001 but reserves jurisdiction over "Money Pool
participation by new direct or indirect subsidiaries engaged in new lines of
business." Columbia asks the Commission to release this jurisdiction.(1)
Since the Omnibus Financing Order was issued in December 1996, the Commission
has adopted Rule 58 and amendments to Rules 45 and 52 which exempt the
acquisition of the securities of and the financing of the on-going business of
energy and gas-related companies within the meaning of the rule. The
reservation of jurisdiction over Money Pool participation creates a potential
regulatory delay of the sort that Rule 58, for example, was intended to
eliminate. Accordingly, Columbia requests that the Commission release
jurisdiction over Money Pool participation by new subsidiaries that are engaged
in 1935 Act-authorized activities.
* * * * *
Rule 24(c)(1), in pertinent part, provides that, unless otherwise
designated in an application or declaration, every order is subject to a
requirement that the transaction proposed be carried out within 60 days of the
date of such order. As a practical matter, the failure to designate an
alternative period, has lead to a number of lapsed orders in the past,
necessitating the filing of post-effective amendments and the issuance of
supplemental orders. To avoid this situation in the future, Columbia hereby
designates a period from the date of the order in this matter to the expiration
of the authority under this order as the period in which it will carry out
transactions authorized in this order, or previously authorized by Commission
order, in accordance with the terms and conditions of, and for the purposes as
authorized by the relevant orders.
* * * * *
The conditions of Rule 54 are satisfied: At present, Columbia has no
"aggregate investment" within the meaning of Rule 53(a)(1)(i) in exempt
wholesale generators or foreign utility companies None of the disabling
conditions under Rule 53(b) exist with respect to Columbia and so Rule 53(c) is
inapplicable.
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1. Exempt telecommunications companies, including Columbia Network Services
Corporation and CNS Microwave, Inc., as well as exempt wholesale generators and
foreign utility companies will be depositors only in the Money Pool.
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(b) Describe briefly, and where practicable state the approximate
amount of, any material interest in the proposed transaction, direct or
indirect, of any associate or affiliate of the applicant or declarant company
or any affiliate of any such associate company.
Not applicable.
(c) If the proposed transaction involves the acquisition of securities
not issued by a registered holding company or subsidiary thereof, describe
briefly the business and property, present or proposed, of the issuer of such
securities.
Not applicable.
(d) If the proposed transaction involves the acquisition or
disposition of assets, describe briefly such assets, setting forth original
cost, vendor's book cost (including the basis of determination) and applicable
valuation and qualifying reserves.
Not applicable.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
(a) State (1) the fees, commissions and expenses paid or incurred, or
to be paid or incurred, directly or indirectly, in connection with the proposed
transaction by the applicant or declarant or any associate company thereof, and
(2) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by applicant or
declarant to act for the successful bidder.
<TABLE>
<S> <C>
Legal fees in connection with the preparation of the Application-
Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,500.00
---------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,500.00
---------
</TABLE>
(b) If any person to whom fees or commissions have been or are to be
paid in connection with the proposed transaction is an associate company or an
affiliate of the applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
The Service Corporation will render certain legal services at cost.
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ITEM 3. APPLICABLE STATUTORY PROVISIONS
(a) State the section of the Act and the rules thereunder believed to
be applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of
exemption.
The proposed transactions are jurisdictional under Sections 6, 7, 9,
10 and 12 of the Act and rules thereunder, and Rule 54.
(b) If an applicant is not a registered holding company or a
subsidiary thereof, state the name of each public utility company of which it
is an affiliate, or of which it will become an affiliate as a result of the
proposed transaction, and the reasons why it is or will become such an
affiliate.
Not applicable.
ITEM 4. REGULATORY APPROVAL
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the U. S. Securities and
Exchange Commission) over the proposed transaction.
The State Corporation Commission of Virginia has jurisdiction over the
acquisition by Columbia and the sale by Commonwealth Services of short-term and
long-term debt securities. Regulatory commissions in the states of Kentucky,
Ohio and Pennsylvania exercise jurisdiction over the issuance and sale of
common stock and notes by Columbia Kentucky, Columbia Ohio and Columbia
Pennsylvania, but do not exercise jurisdiction over the acquisition of those
securities by Columbia.
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with the
proposed transaction.
We will obtain other regulatory approval as required. Copies of
relevant filings with and orders obtained from any state commission will be
provided to this Commission.
ITEM 5. PROCEDURE
(a) State the date when Commission action is requested. If the date
is less than 40 days from the date of the original filing, set forth the
reasons for acceleration.
It is requested that the Commission issue its Notice by November 7,
1997 and its order on or before December 7, 1997.
(b) State (i) whether there should be a recommended decision by a
hearing officer, (ii) whether there should be a recommended decision by any
other responsible officer of the
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Commission, (iii) whether the Division of Investment Management may assist in
the preparation of the Commission's decision, and (iv) whether there should be
a 30-day waiting period between the issuance of the Commission's order and the
date on which it is to become effective.
Applicants hereby (i) waive a recommended decision by a hearing
officer, (ii) waive a recommended decision by any other responsible officer or
the Commission, (iii) consent that the Division of Investment Management may
assist in the preparation of the Commission's decision, and (iv) waive a 30-day
waiting period between the issuance of the Commission's order and the date on
which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
F Opinion of Counsel for Columbia and Subsidiaries
(to be filed by Amendment).
G Proposed Notice.
(b) Financial Statements
The Columbia Gas System, Inc. and Subsidiaries:
(1) Condensed Statements of Income and Capitalization as of June 30,
1997. Actual and Pro Forma (previously filed)
(2) Condensed Balance Sheet as of June 30, 1997. Actual and Pro
Forma (previously filed)
(3) Financial Data Schedules. (previously filed)
There have been no material changes, not in the ordinary course of
business, since the date of the financial statements filed herewith.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act [42 U.S.C. 4232(2)(C)]. If the response to
this term is a negative statement as to the applicability of Section 102(2)(C)
in connection with the proposed transaction, also briefly state the reasons for
that response.
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The proposed transactions subject to the jurisdiction of this
Commission have no environmental impact in and of themselves.
(b) State whether any other federal agency has prepared or is
preparing an environmental impact statement ("EIS") with respect to the
proposed transaction. If any other federal agency has prepared or is preparing
an EIS, state which agency or agencies and indicate the status of that EIS
preparation.
No federal agency has prepared or, to Columbia's knowledge, is
preparing an EIS with respect to the proposed transaction.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this
Application-Declaration to be signed on their behalf by the undersigned
thereunto duly authorized.
The signatures of the applicants and of the persons signing on their
behalf are restricted to the information contained in this application which is
pertinent to the application of the respective companies.
THE COLUMBIA GAS SYSTEM, INC.
DATE: November 5, 1997 by://s//M. W. O'Donnell
--------------------------------------------
M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
DATE: November 5, 1997 by://s//M. A. Chandler
--------------------------------------------
M. A. Chandler, Chief Financial Officer
and Treasurer
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COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COMMONWEALTH GAS SERVICES, INC.
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA PROPANE CORPORATION
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA POWER MARKETING CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
TRISTAR CAPITAL CORPORATION
TRISTAR VENTURES CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
DATE: November 5, 1997 by://s//J. W. Trost
--------------------------------
J. W. Trost, Vice President
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EXHIBIT G
SECURITIES AND EXCHANGE COMMISSION
(Release No. )
November __, 1997
The Columbia Gas System, Inc. ("Columbia"), 12355 Sunrise Valley
Drive, Suite 300, Reston, Virginia, 20191-3458, a Delaware Corporation, and a
registered holding company under the Act, and its subsidiary companies
(collectively, "the System") have filed an amended and restated application and
declaration under Sections 6, 7, 9, 10 and 12 of the Act and rules thereunder,
and Rule 54.
Columbia requests Commission approval to update and expand their
existing short-term financing authority. By order dated December 23, 1996 in
File No. 70-8925 (Holding Co. Act Release No. 26634) (the "Omnibus Financing
Order"), Columbia was authorized to engage in a wide range of financing
transactions through December 31, 2001, including short-term financing in an
amount not to exceed $1 billion outstanding at any one time, subject to certain
conditions and parameters. Columbia wishes to expand and clarify the foregoing
order and specifically requests authorization to increase the System's
short-term financing authority to an amount not to exceed $2 billion
outstanding at any one time through December 31, 2003. Such short-term
financing could include, without limitation, a revolving credit agreement, the
issuance of commercial paper, bid notes issued to individual banks, which are
participants in the revolving credit agreement, bank borrowing, or medium-term
notes issued under its Indenture dated November 28, 1995, between Columbia and
Marine Midland Bank, Trustee, as amended.
Columbia also requests authorization to release the reservation of
jurisdiction over Money Pool participation by new direct or indirect
subsidiaries of Columbia. Exempt telecommunications companies, including
Columbia Network Services Corporation and CNS Microwave, Inc., as well as
exempt wholesale generators and foreign utility companies will be depositors
only in the Money Pool. The Omnibus Financing Order authorized continuation of
the System Money Pool through December 31, 2001 but reserved jurisdiction over
"Money Pool participation by new direct or indirect subsidiaries engaged in new
lines of business." Since the Omnibus Financing Order was issued in December
1996, the Commission has adopted Rule 58 and amendments to Rule 45 and 52 which
exempt the acquisition of the securities of and the financing of the on-going
business of energy and gas-related companies within the meaning of the rule.
Columbia therefore requests that the Commission release jurisdiction over Money
Pool participation by new subsidiaries that are engaged in 1935 Act-authorized
activities.
The joint application-declaration and any amendments thereto are
available for public inspection through the Commission's Office of Public
Reference. Interested persons wishing to comment or request a hearing should
submit their views in writing by , to the Secretary, Securities and
Exchange Commission, Washington, D.C. 20549, and serve a copy on the
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applicants-declarants at the address specified above. Proof of service (by
affidavit or, in case of an attorney-at-law, by certificate) should be filed
with the request. Any request for a hearing shall identify specifically the
issues of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in this matter. After said date, the joint
application-declaration, as filed or as it may be amended, may be permitted to
become effective.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
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