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File No. 70-8925
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 8
TO
FORM U-1
APPLICATION-DECLARATION
UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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COLUMBIA ENERGY GROUP
COLUMBIA ENERGY GROUP SERVICE CORPORATION
COLUMBIA LNG CORPORATION
CLNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ENERGY POWER MARKETING CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
ENERGY.COM CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA DEEP WATER SERVICES COMPANY
13880 Dulles Corner Lane
Herndon, VA 20171-4600
COLUMBIA ELECTRIC CORPORATION
COLUMBIA ENERGY GROUP CAPITAL CORPORATION
TRISTAR GAS TECHNOLOGIES, INC.
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
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TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO - DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
PHOENIX-ALAMCO VENTURES, L.L.C.
CLARKSBURG GAS, L.P.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
900 Pennsylvania Avenue
Charleston, WV 25302
COLUMBIA GAS TRANSMISSION CORPORATION
12801 FairLakes Parkway
Fairfax, VA 22030-0146
COLUMBIA GULF TRANSMISSION COMPANY
2603 Augusta, Suite 125
Houston, TX 77057
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
1600 Dublin Road
Columbus, OH 43215-1082
COLUMBIA PROPANE CORPORATION
9200 Arboretum Parkway, Suite 140
Richmond, VA 23236
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA GAS OF VIRGINIA, INC.
200 Civic Center Drive
Columbus, OH 43215
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(Names of company or companies filing this statement
and addresses of principal executive offices)
COLUMBIA ENERGY GROUP
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(Name of top registered holding company parent of
each applicant or declarant)
J. W. Trost, Vice President
COLUMBIA ENERGY GROUP SERVICE CORPORATION
TRISTAR GAS TECHNOLOGIES, INC.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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(Name and address of agent for service)
Names and Addresses of Subsidiary Company Agents for Service:
M. A. CHANDLER, Vice President and
Chief Financial Officer
Columbia Natural Resources, Inc.
Alamco, Inc.
Alamco-Delaware, Inc.
Hawg Hauling & Disposal, Inc.
Phoenix-Alamco Ventures, L.L.C.
Clarksburg Gas, L.P.
Columbia Natural Resources Canada, Ltd.
900 Pennsylvania Avenue
Charleston, WV 25302
D. P. DETAR, Treasurer
Columbia Electric 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 Limited Corporation
TriStar Georgetown General Corporation
TriStar Fuel Cells Corporation
TVC Nine Corporation
TVC Ten Corporation
TriStar System, Inc.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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S. T. MACQUEEN, Treasurer
Columbia LNG Corporation
CLNG Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
D. R. McClure, Treasurer and Chief Financial Officer
Columbia Energy Services Corporation
Columbia Energy Marketing Corporation
Columbia Assurance Agency, Inc.
Columbia Energy Power Marketing Corporation
Energy.com Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
R. Lawler, Vice President and
Retail Controller
Columbia Service Partners, Inc.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
P. R. ALDRIDGE, President
Columbia Deep Water Services Company
13880 Dulles Corner Lane
Herndon, VA 20171-4600
J. W. GROSSMAN, Treasurer
Columbia Energy Group Capital Corporation
Columbia Atlantic Trading Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
S. M. NORDIN, Treasurer
Columbia Propane Corporation
9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
G. A. BARNARD, Treasurer and Controller
Columbia Gas Transmission Corporation
Columbia Gulf Transmission Company
1700 MacCorkle Avenue, S.E.
Charleston, WV 25314
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D. FURLANO, Treasurer
Columbia Network Services Corporation
CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
A. J. SONDERMAN, Corporate Secretary
Columbia Gas of Kentucky, Inc.
Columbia Gas of Ohio, Inc.
Columbia Gas of Maryland, Inc.
Columbia Gas of Pennsylvania, Inc.
Columbia Gas of Virginia, Inc.
200 Civic Center Drive
Columbus, OH 43215
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(Names and Addresses of Other Agents for Service)
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Columbia Energy Group ("Columbia"), a registered holding company under
the Public Utility Holding Company Act of 1935 (the "Act"), and its subsidiary
companies (collectively, the "Columbia Group" or "Group"), hereby submit for
filing this Post-Effective Amendment No. 8 in File No. 70-8925.
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 Group is seeking the flexibility to obtain a release of
jurisdiction over Money Pool participation by all existing and to-be-formed
subsidiary companies of Columbia (the "Subsidiaries"), subject to the condition
that Columbia guarantee the repayment of any borrowings by such
non-rate-regulated participants in the Money Pool.
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 other things, the Omnibus
Financing Order authorized continuation of the 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. The Money Pool
authorization was subsequently extended through December 31, 2003. Holding Co.
Act Release No. 26798 (Dec. 22, 1997). From time to time, Columbia has filed
applications, and received authorization, to add new companies to the Money
Pool. See, e.g., Columbia Energy Group, Holding Co. Act Release No. 26860 (April
17, 1998) (authorizing Columbia Deep Water Services Company to the Money Pool).
It is Columbia's understanding that the continuing reservation of
jurisdiction reflects concern on the part of the Commission staff that
public-utility subsidiaries of a registered holding company not be harmed by
participation in the Group money pool. The staff's concerns appear to focus on
two issues: a perception of increased risk as a result of participation by
certain nonutility companies and statutory prohibitions on utility financings of
foreign utility company ("FUCO") and exempt telecommunications company ("ETC")
activity. The response to date has been simply to exclude certain companies from
the Columbia Group Money Pool and to require case-by-case approval of the
participation of others. The problem with this process, from the company's
perspective, is that it is unwieldy, potentially requiring a separate filing for
each new subsidiary, and time-consuming.
While Columbia will continue to seek authorization by order, where
appropriate, it is seeking the flexibility to add new companies to the Money
Pool. To that end, Columbia believes that the staff's concerns can be addressed
by means of a parent guarantee of the borrowings of
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non-rate-regulated companies that are not currently members of the Money Pool.
From the staff's perspective, the guarantee will ensure that the Group utilities
are not affected if, for some reason, a new non-rate-regulated company is unable
to repay its borrowings from the Money Pool.
Further, this arrangement will also satisfy the statutory restrictions
on utility financings for the purposes of acquiring or financing FUCOs or ETCs.
Section 33(f) of the Act provides that:
No public utility company that is subject to the jurisdiction
of a State commission with respect to its retail electric or gas rates
shall issue any security for the purpose of financing the acquisition,
or the purposes of financing the ownership or operation, of a foreign
utility company, nor shall any such public utility company assume any
obligation or liability as guarantor, endorser, surety, or otherwise in
respect of any security of a foreign utility company.
Section 34(g) states that:
Any public utility company that is an associate company, or an
affiliate of a registered holding company and that is subject to the
jurisdiction of a State commission with respect to its retail electric
or gas rates shall not issue any security for the purpose of financing
the acquisition, ownership, or operation of an exempt
telecommunications company. Any public utility company that is an
associate company, or an affiliate, of a registered holding company and
that is subject to the jurisdiction of a State commission with respect
to its retail electric or gas rates shall not assume any obligation or
liability as guarantor, endorser, surety, or otherwise by the public
utility company in respect of any security of an exempt
telecommunications company.
The question appears to be whether a public utility company, by depositing funds
in the Money Pool, is thereby assuming "any obligation as guarantor, endorser,
surety, or otherwise" in respect of the borrowings by its associate company. The
guarantee ensures that Columbia -- and not the other Subsidiaries -- stands
behind Money Pool borrowings. In the unlikely event that an associate would
default on its Money Pool borrowings, Columbia would be responsible for the
repayment of those funds to the pool. As a result, the Group public utility
companies would not be deemed to assume any obligation in respect of borrowings
by an associate company.
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It must be noted that there has never been a default in Money Pool
borrowings -- in part, because internal guidelines limit the amount of
borrowings by each respective Subsidiary. In this regard, as a matter of
corporate governance, the Money Pool is a means of imposing financial discipline
on the Subsidiaries. Nonetheless, Columbia recognizes the staff's concerns and
so proposes that the Commission release jurisdiction over Money Pool
participation by all existing and newly-formed Subsidiaries that are not
currently members of the Money Pool, where Columbia undertakes to guarantee the
Money Pool obligations of those Subsidiaries. Again, where appropriate, Columbia
will seek authorization by order to add certain Subsidiaries to the Money Pool,
without the need for a parent-level guarantee.
* * * * *
Rule 24(c)(1), in pertinent part, provides that, unless otherwise
designated in an application or declaration, every order is subject to a
requirement that the transaction proposed be carried out within 60 days of the
date of such order. As a practical matter, the failure to designate an
alternative period has lead to a number of lapsed orders in the past,
necessitating the filing of post-effective amendments and the issuance of
supplemental orders. To avoid this situation in the future, Columbia hereby
designates a period from the date of the order in this matter to the expiration
of the authority under this order as the period in which it will carry out
transactions authorized in this order, or previously authorized by Commission
order, in accordance with the terms and conditions of, and for the purposes as
authorized by the relevant orders.
* * * * *
The conditions of Rule 54 are satisfied: At present, Columbia has no
"aggregate investment" within the meaning of Rule 53(a)(1)(i) in exempt
wholesale generators or foreign utility companies. None of the disabling
conditions under Rule 53(b) exist with respect to Columbia and so Rule 53(c) is
inapplicable.
(b) Describe briefly, and where practicable state the approximate
amount of, any material interest in the proposed transaction, direct or
indirect, of any associate or affiliate of the applicant or declarant company or
any affiliate of any such associate company.
Not applicable.
(c) If the proposed transaction involves the acquisition of securities
not issued by a registered holding company or subsidiary thereof, describe
briefly the business and property, present or proposed, of the issuer of such
securities.
Not applicable.
(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.
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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 Columbia Energy Group Service Corporation will render certain legal
services at cost.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
(a) State the section of the Act and the rules thereunder believed to
be applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of exemption.
The requested release of jurisdiction over Money Pool Participation is
subject to Sections 6, 7, 9, 10 and 12 of the Act and rules thereunder.
(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.
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Not applicable.
(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.
Not applicable.
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 September 15,
1998 and its order on or before October 31, 1998.
(b) State (i) whether there should be a recommended decision by a
hearing officer, (ii) whether there should be a recommended decision by any
other responsible officer of the Commission, (iii) whether the Division of
Investment Management may assist in the preparation of the Commission's
decision, and (iv) whether there should be a 30-day waiting period between the
issuance of the Commission's order and the date on which it is to become
effective.
Applicants hereby (i) waive a recommended decision by a hearing
officer, (ii) waive a recommended decision by any other responsible officer or
the Commission, (iii) consent that the Division of Investment Management may
assist in the preparation of the Commission's decision, and (iv) waive a 30-day
waiting period between the issuance of the Commission's order and the date on
which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
F Opinion of Counsel for Columbia and Subsidiaries (to be filed by
Amendment).
G Proposed Notice
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ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act [42 U.S.C. 4232(2)(C)]. If the response to
this term is a negative statement as to the applicability of Section 102(2)(C)
in connection with the proposed transaction, also briefly state the reasons for
that response.
The proposed transactions subject to the jurisdiction of this
Commission have no environmental impact in and of themselves.
(b) State whether any other federal agency has prepared or is preparing
an environmental impact statement ("EIS") with respect to the proposed
transaction. If any other federal agency has prepared or is preparing an EIS,
state which agency or agencies and indicate the status of that EIS preparation.
No federal agency has prepared or, to Columbia's knowledge, is
preparing an EIS with respect to the proposed transaction.
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.
COLUMBIA ENERGY GROUP
DATE: September 2, 1998 by: //s//M. W. O'Donnell
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M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
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PHOENIX-ALAMCO VENTURES, L.L.C.
CLARKSBURG GAS, L.P.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
DATE: August 26, 1998 by://s//M. A. Chandler
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M. A. Chandler, Vice President and Chief Financial
Officer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: September 2, 1998 by://s//P. R. Aldridge
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P. R. Aldridge, President
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA GAS OF VIRGINIA, INC.
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA PROPANE CORPORATION
COLUMBIA ENERGY GROUP SERVICE CORPORATION
COLUMBIA LNG CORPORATION
CLNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ENERGY POWER MARKETING CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
ENERGY.COM CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY GROUP CAPITAL CORPORATION
TRISTAR GAS TECHNOLOGIES, INC.
COLUMBIA ELECTRIC 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
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TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
DATE: August 31, 1998 by://s//J. W. Trost
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J. W. Trost, Vice President
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EXHIBIT G
SECURITIES AND EXCHANGE COMMISSION
(Release No. )
______________, 1998
Columbia Energy Group. ("Columbia"), 13880 Dulles Corner Lane, Herndon,
VA 20171-4600, 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 "1935 Act" or Act"), and its
subsidiary companies (collectively, "the Group") have filed a post-effective
amendment in File No. 70-8925, seeking the flexibility to obtain a release of
jurisdiction over participation in the Group Money Pool by newly-formed or
acquired Group companies. Specifically, Columbia proposes to guarantee the
borrowings from the Money Pool of new, non-rate-regulated Group companies, to
the extent that Money Pool participation by such entities is not otherwise
approved by Commission order.
The filing and 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 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
