<PAGE> 1
March 21, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Certificate Under Rule 24 of the
Public Utility Holding Company Act of 1935
The Columbia Gas System, Inc. ("Columbia") et al.
The Individual Applicant-Declarants
are Listed on the Signature Page
File No. 70-8471
Gentlemen:
In compliance with the terms and conditions of Rule 24 under the Public
Utility Holding Company Act of 1935, and the Orders of the Commission dated
December 22, 1994, March 14, 1995, November 8, 1995, January 25, 1996,
February 16, 1996, and July 11, 1996, authorizing the financing transactions as
more fully described in the Joint Application/Declaration, as amended (the
"Application"), the undersigned certify to the Commission that, during the
calendar quarter from October 1, 1996, through December 31, 1996, the
Subsidiaries sold and Columbia purchased Common Stock and Installment
Promissory Notes, and the Subsidiaries received short-term funds through Intra
system Money Pool Advances, and the Subsidiaries made funds available to the
Intra system Money Pool in accordance with the attached schedules.
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SUBSIDIARY FINANCING
($000)
<TABLE>
<CAPTION>
Money Pool
Aggregate Amount Maximum Amount
Under Application During Quarter
--------------------- ---------------------------
Installment
Common Long-Term
Company Stock Debt Borrowings Investments
------- ----- ----------- ---------- -----------
$000 $000 $000 $000
<S> <C> <C> <C> <C>
CKY................ ** ** 18,534 -0-
COH................ ** ** 235,710 -0-
CMD................ 3,000 5,500 3,850 -0-
COS ............... ** ** ** **
CPA................ ** ** 87,577 -0-
CNR................ * -0- -0- 31,878
CGT................ * 6,700 3,535 9,420
CS................. -0- 2,000 8,647 7,790
CPI................ * 4,500 3,977 2,935
CLG................ * * -0- 4,757
CPC................ * * 1,111 -0-
CES................ * * -0- 32,742
CAT................ * * * 664
TVC................ * * * 19,160
TCC................ -0- * * 110
TPL***............. * * * 11
TPG***............. * * * 18
TBL***............. * * * 1,451
TBG***............. * * * 564
TVL***............. * * * 1,360
TVG***............. * * * 158
TRL***............. * * * 469
TCO................ * * * 69,747
CEM. . . . . . . . * * * 14,886
CSP. . . . . . . . * * * 333
- -------------------
* Authorization for such financing not requested in Application.
** Reported via Form U-6B-2 pursuant to Rule 52.
*** A TriStar Ventures Subsidiary.
</TABLE>
<PAGE> 3
SIGNATURE
The undersigned further certifies that all financing transactions were
carried out in accordance with the terms and conditions of, and for the purposes
represented by, the Application, and the Orders of the Commission with respect
thereto.
THE COLUMBIA GAS SYSTEM, INC.
By: //s//J. W. Trost
--------------------------------------------
J. W. Trost, Vice President
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF MARYLAND, INC.
COMMONWEALTH GAS SERVICES, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA PROPANE CORPORATION
COMMONWEALTH PROPANE, INC.
COLUMBIA GAS SYSTEM SERVICE CORPORATION
COLUMBIA NATURAL RESOURCES, INC.
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA COAL GASIFICATION CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
By: //s//J. W. Trost
--------------------------------------------
J. W. Trost, Vice President
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 FUEL CELLS CORPORATION
TRISTAR GAS TECHNOLOGIES, INC.
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
By: //s//D. P. Detar
--------------------------------------------
D. P. Detar, Treasurer
Attachment
<PAGE> 4
COLUMBIA GAS
- ------------ [COLUMBIA
SYSTEM GAS
SYSTEM
LOGO]
MARK A. CLEAVES
Senior Attorney
March 21, 1997
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Columbia Gas System, Inc., et al.
File No. 70-8471
----------------
Gentlemen:
As Counsel for The Columbia Gas System, Inc. ("Columbia"), a Delaware
corporation and holding company registered under the Public Utility Holding
Company Act of 1935 (the "Act"), I deliver to you this Opinion which
accompanies the Rule 24 Certificate dated March 21, 1997, relating to the
above-referenced Joint Application-Declaration (the "Certificate"), of Columbia
and certain of its subsidiary companies, including Columbia Gas of Ohio, Inc.,
Columbia Gas of Kentucky, Inc., Columbia Gas of Pennsylvania, Inc.,
Commonwealth Gas Services, Inc., Columbia Gas of Maryland, Inc., Columbia LNG
Corporation, Columbia Gas Development Corporation, Columbia Gulf Transmission
Company, Columbia Atlantic Trading Corporation, Columbia Coal Gasification
Corporation, Columbia Energy Services Corporation, Commonwealth Propane, Inc.,
Columbia Propane Corporation, Columbia Gas System Service Corporation, TriStar
Ventures Corporation ("TVC"), TriStar Capital Corporation and Columbia Natural
Resources, Inc., (the "Subsidiaries") and by certain subsidiaries of TVC,
namely: 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, and TVC Ten Corporation (hereinafter
referred to collectively as the "TriStar Subsidiaries"), relating to the
participation by the TriStar Subsidiaries as investors but not as borrowers in
the Intrasystem Money Pool, as more fully described herein (hereinafter
referred to as the "Transactions"). The Commission previously issued six
orders (HCAR No. 26201, dated December 22, 1994; HCAR No. 26251, dated March
14, 1995; HCAR No. 26404, dated November 8, 1995; HCAR No. 26462, dated
Columbia Gas System Service Corporation, Suite 300, 12355 Sunrise Valley Dr.,
Reston, Virginia 20191-3420
Tel.: (703) 295-0365, FAX: (703) 758-3968, (Confirmation: (703) 295-0375)
"Customers Create Columbia"
<PAGE> 5
Securities and Exchange Commission
March 21, 1997
Page 2
January 25, 1996; HCAR No. 26471, dated February 16, 1996; and HCAR No. 26541,
dated July 11, 1996) with respect to this Application (File No. 70-8471)(the
"Orders"), I also note that on December 20, 1996, the Commission issued a
Supplemental Order (the "Supplemental Order") which authorized Columbia Gas of
Maryland, Inc. ("CMD") to refinance certain long-term debt, which was the
subject of the January 1996 Order, as more fully described in the Supplemental
Order.
In connection with the above, I have examined:
(i) the Joint Application-Declaration as amended by Amendment Nos.
1 and 2 and Post-Effective Amendment Nos. 1 through 15:
(ii) the Order of the U.S. Bankruptcy Court for the District of
Delaware dated August 2, 1991;
(iii) the Notice of Proposed Transactions dated February 3, 1995
(HCAR No. 26228) and the Order previously issued dated
December 22, 1994 (HCAR No. 26201);
(iv) copies of the Orders and Supplemental Order;
(v) a copy of each of the Restated Certificate of Incorporation of
Columbia, as amended; and
(vi) such other documents, records and matters of law as I deemed
necessary to enable me to render this Opinion.
Based upon the foregoing and relying thereupon and after considering the
Supplemental Order and the actions taken thereunder, I am of the opinion that:
(a) the Transactions have been carried out in accordance with the
Joint Application-Declaration.
(b) all state laws applicable to the Transaction have been
complied with;
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Securities and Exchange Commission
March 21, 1997
Page 3
(c) the Subsidiaries advancing funds under the terms of the System
Money Pool have a valid claim against each of the
Subsidiaries, to whom funds are advanced pursuant to the
Intrasystem Money Pool, for the amounts so advanced; and
(d) the transactions did not violate the legal rights of the
holders of any securities issued by Columbia, the
Subsidiaries, the TriStar Subsidiaries, or by any associate
company thereof.
I hereby consent to the filing of this Opinion with the Certificate.
Very truly yours,
Mark A. Cleaves
MAC:bgb
Enclosures
