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File No. 70-9139
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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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 ENERGY GROUP CAPITAL CORPORATION
COLUMBIA DEEP WATER SERVICES COMPANY
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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 GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
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TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
COLUMBIA ENERGY RESOURCES, INC.
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO - DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
PHOENIX-ALAMCO VENTURES, L.L.C.
CLARKSBURG GAS, L.P.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
C/O: 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
COLUMBIA INSURANCE CORPORATION, LTD.
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Craig Appin House
8 Wesley Street
Hamilton HM EX, Bermuda
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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
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 Energy Resources, Inc.
Columbia Natural Resources, Inc.
Alamco-Delaware, Inc.
Hawg Hauling & Disposal, Inc.
Phoenix-Alamco Ventures, L.L.C.
Clarksburg Gas, L.P.
Columbia Natural Resources Canada, Ltd.
C/O: 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
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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
S. T. MACQUEEN, Treasurer
Columbia LNG Corporation
CLNG Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
J. W. TROST, Vice President
Columbia Energy Group Service Corporation
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, Suite 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
D. FURLANO, Treasurer
Columbia Network Services Corporation
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CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
D. R. MCCLURE, Chief Financial Officer
Columbia Energy Power Marketing Corporation
Columbia Energy Marketing Corporation
Columbia Service Partners, Inc.
Columbia Assurance Agency, Inc.
Energy.com Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
R. LAWLER, Vice President and
Retail Controller
Columbia Energy Services Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
S. B. HEATON, Vice President
Columbia Insurance Corporation, Ltd.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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, 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, "Columbia" or the
"Group") hereby submit for filing this Amendment No. 1 to the
Application-Declaration on Form U-1 in File No. 70-9139 to amend and restate the
application in its entirety.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
(a) Furnish a reasonably detailed and precise description of the proposed
transaction, including a statement of the reasons why it is desired to
consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its relation
to the proposed transaction.
Columbia is requesting Commission approval to update and expand their
existing authority in ways that will enable the Group to compete more
effectively in today's challenging environment. Briefly stated, Columbia is
seeking:
1) Authorization on a continuous basis of certain activities by order
to comply with the technical requirements for purposes of exemption
under Rule 16; and
2) Authorization for the Group's nonutility subsidiaries to amend their
certificates of incorporation to change the par value of equity
securities held by Columbia or by an intermediate Columbia
subsidiary, and to declare and pay dividends of capital thus created
or otherwise existing, to the extent permitted by state law.
The proposed changes are intended to enable Columbia to better serve customers,
and ultimately investors, as the industry continues through a period of
unprecedented change.
Rule 16 Exemptions
Section 9(a)(1) of the Act generally requires prior approval by the
Commission before Columbia or its subsidiary companies can acquire "any
securities or utility assets or any other interest in any business." Rule 58
provides an exception to this requirement for the acquisition of interests in
energy and gas-related companies, subject to certain conditions. Of interest
here, Rule 58(a)(2) provides that: "Section 9(a) of the Act shall not apply to
the acquisition by a holding company that is registered solely by reason of the
ownership of voting securities of gas utility companies, or a subsidiary company
thereof, of the securities of a gas-related company." A gas-related company is
defined as:
any company that, directly or indirectly through one or more affiliates,
derives or will derive substantially all of its revenues (exclusive of
revenues from temporary investments) from one or more of the following
activities within the United States:
(i) Activities permitted under section 2(a) of the
Gas-Related Activities Act of 1990, 104 Stat. 2810; and
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(ii) Activities specified in section 2(b) of the Gas-Related
Activities Act and approved by the Commission by order under sections 9
and 10 of the Act.
The Gas-Related Activities Act ("GRAA") was intended to afford gas registered
holding companies "the same degree of flexibility as exempt or non-PUHCA
regulated gas companies in the acquisition of interests in certain ventures
related to gas supply." The concern expressed by Senator D'Amato, the sponsor of
the legislation, was that "[w]ithout this flexibility, the registered gas
systems and their customers are, and will continue to be, placed at a
disadvantage in the marketplace." 136 Cong. Record S17585 (Oct. 27, 1990) (floor
statement of Sen. D'Amato).
Of interest here, Section 2 of the GRAA provides:
(a) TREATMENT OF CERTAIN ACQUISITIONS INVOLVING GAS COMPANIES OR GAS
TRANSPORTATION OR STORAGE. -- The acquisition by a registered holding
company of any interest in any natural gas company or of any interest in
any company organized to participate in activities involving the
transportation or storage of natural gas, shall be deemed, for the
purposes of section 11(b)(1) of the Act, to be reasonably incidental or
economically necessary or appropriate to the operation of such gas utility
companies.
(b) TREATMENT OF ACQUISITIONS RELATED TO SUPPLY OF NATURAL GAS;
COMMISSION DETERMINATION OF CUSTOMER INTEREST. -- The acquisition by a
registered company of any interest in any company organized to participate
in activities (other than those of a natural gas company or involving the
transportation or storage of natural gas) related to the supply of natural
gas, including exploration, development, productions, marketing,
manufacture, or other similar activities related to the supply of natural
or manufactured gas, shall be deemed, for purposes of section 11(b)(1) of
the Act, to be reasonably incidental or economically necessary or
appropriate to the operation of such gas utility companies, if --
(1) the Commission determines, after notice and opportunity
for hearing in which the company proposing the acquisition is in the
interest of consumers of each gas utility company of such registered
holding company or consumers of any other subsidiary of such
registered holding company; and
(2) the Commission determines that such acquisition will not
be detrimental to the interest of consumers of any such gas utility
company or other subsidiary or to the proper functioning of the
registered holding company system.
In the Rule 58 Release, the Commission explained: "Activities of the type
specified in section 2(b) of [the] GRAA were intended to be included in the
activities in which gas-related companies may engage, regardless of whether a
Commission order approving such activities was issued under [the] GRAA or
under sections 9(a) and 10 of the Act prior to the enactment of the GRAA,
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or both." Rule 58 Release, citing Consolidated Natural Gas Co., Holding Co. Act
Release No. 26363 (Aug. 28, 1995) (sale of propane services); The Columbia Gas
System, Inc., Holding Co. Act Release No. 25802 (April 22, 1993) (marketing
natural gas to nonaffiliate); National Fuel Gas Co., Holding Co. Act Release No.
25265 (March 5, 1991) (marketing, storage and transportation of natural gas and
pricing consultation); National Fuel Gas Co., Holding Co. Act Release No. 25265
(March 5, 1991); CNG Transmission Corp., Holding Co. Act Release No.25239 (Jan.
9, 1991) (development, construction and operation of natural gas pipelines);
Consolidated Natural Gas Co., Holding Co. Act Release No. 25224 (Dec. 21, 1990)
(development of technologies to enhance the supply, transportation and
utilization of natural gas); National Fuel Gas Co., Holding Co. Act Release No.
24381 (May 1, 1987) (drilling and well maintenance and related services);
Consolidated Natural Gas Co., Holding Co. Act Release No. 23023 (Aug. 5, 1983)
(sale of natural gas byproducts); National Fuel Gas Co., Holding Co. Act Release
No. 21903 (Feb. 2, 1981) (construction of underground storage facilities); The
Columbia Gas System, Inc., Holding Co. Act Release No. 13610 (Nov. 27, 1957)
(extraction and sale of natural gas byproducts); and National Fuel Gas Co.,
Holding Co. Act Release Nos. 26181 (Dec. 6, 1994) and 24381 (May 1, 1987)
(pipeline construction and maintenance and related services).
Questions have arisen with respect to the interplay of Rule 58 with Rule
16, which provides an exemption for affiliates and subsidiary companies of
certain gas-related companies. Rule 16 under the Act exempts a company, and each
of its affiliates, from the "obligations, duties or liabilities" imposed upon a
subsidiary or affiliate of a registered holding company where the following
conditions are met:
(1) Such company is not a public utility company as defined in section
2(a)(5) of the Act;
(2) Such company is or has been organized to engage primarily in the
exploration, development, production, manufacture, storage, transportation
or supply of natural or synthetic gas;
(3) No more than 50% of its voting securities or other voting interests
are owned, directly or indirectly, by one or more registered holding
companies; and
(4) The acquisition by the registered holding company or a subsidiary
thereof of its interest in such company has been approved pursuant to
sections 9(a)(1) and 10 of the Act and applicable rules thereunder upon a
timely application to the Commission.
Because Rule 16, on its face, requires approval under sections 9(a)(1) and 10,
Columbia is requesting that the Commission issue a blanket order granting such
authority with respect to the acquisition, pursuant to Rule 58, of interests in
companies that have been organized to engage primarily in the exploration,
development, production, manufacture, storage, transportation or supply of
natural or synthetic gas, where the requirements of Rule 16 are otherwise met.
Specifically, the acquired company will not be a public utility company within
the meaning of
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Section 2(a)(5) of the Act, and no more than 50% of its voting securities or
other voting interests will be owned, directly or indirectly, by one or more
registered holding companies.
The requested order is, in effect, a formality in that the Commission has
already approved by rule the underlying nonutility activity. The Commission, in
its release adopting rule 58, explained that:
The Commission believes that the realities of the contemporary gas
and electric industries, and its experience in the administration of
sections 9 and 10 of the Act, permit a recognition that certain activities
are an integral part of the contemporary utility business, and so may be
deemed to be activities "in the ordinary course of business" of a
registered holding company within the meaning of section 9(c)(3) of the
Act. Rule 58 identifies such activities. The rule is variously subject to
qualifications and limitations that are intended to ensure that
acquisitions pursuant to the rule are appropriate in the ordinary course
of business, as contemplated by section 9(c)(3), are consistent with prior
orders under sections 9(a)(1) and 10, and are not detrimental to the
protected interests.
Exemption of Acquisition by Registered Public-Utility Holding Companies of
Securities of Nonutility Companies Engaged in Certain Energy-Related and
Gas-Related Activities; Exemption of Capital Contributions and Advances to
Such Companies, Holding Co. Act Release No. 26667 (Feb. 14, 1997) (the "Rule
58 Release"). The Commission also noted the rule "is intended largely to
encompass investments in companies engaged in activities of the same or
substantially similar character as those approved in previous orders of the
Commission under sections 9 and 10." Id. at n. 26.(1)
In the instant matter, relief would be limited to investments in the types
of companies enumerated in Rule 16, each of which satisfies the definition of
"gas-related company" for purposes of Rule 58.(2)
Columbia notes that the Commission has stated that it favors, and is
considering, a rulemaking that would extend the exemption under Rule 16 to both
energy and gas-related companies acquired in reliance on Rule 58. See Rule 58
Release. See also National Fuel Gas Company, Holding Co. Act Release No. 26683
(March 11, 1997) (noting applicability of Rule 16
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1. Section 9(c)(3) was the vehicle for the exemption because, unlike Section
9(a)(1), it expressly contemplates implementation by rule as well as by order.
The Rule 58 Release makes clear, however, that Section 9(c)(3) may not be used
to circumvent Section 11(b)(1)'s prohibition of an acquisition of an interest in
a business unrelated to the core utility business of a registered holding
company system. See Michigan Consolidated Gas Co., 44 S.E.C. 361, 363-66 (1970),
aff'd, 444 F.2d 913 (D.C. 1971).
2. The requirement of Rule 58, that a company derive "substantially all of its
revenues" from gas-related activities, would ensure that such company is
"primarily engaged in" the subject activity for purposes of Rule 16.
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where Rule 58-exempt activity authorized by order). Pending such expansion of
the rule, Columbia submits that it is appropriate for the Commission to issue an
order solely for the purposes of conforming certain gas-related acquisitions to
the requirements of Rule 58. The issuance of such order is necessary if
registered gas systems, such as Columbia, are to avail themselves fully of the
benefits of Rule 58. In these limited circumstances, where the requirements of
Rule 16 are otherwise met, the grant of blanket authority under Sections 9 and
10 will not give rise to a recurrence of the evils that the Act was intended to
address. Indeed, there would be no untoward consequences of the Commission's
exercise of its discretion in this regard. The alternative, consideration of
Rule 16 requests on a case-by-case basis, would eliminate the regulatory
flexibility that the Commission has sought to create with its adoption of Rule
58.
Dividend Authorization
Columbia seeks authority for the Group's nonutility subsidiaries to
amend their certificates of incorporation to change the par value of equity
securities held by Columbia or an intermediate company, and further authorize
the nonutility subsidiaries to issue dividends out of capital thus created or
otherwise existing, to the extent permitted by state law. The Commission
previously authorized Columbia Gas of Maryland, Inc. and certain nonutility
subsidiaries to reduce the number of authorized shares and to pay dividends
out of the capital surplus thus created. Columbia Gas System, Inc., Holding
Co. Act Release No. 26634 (Dec. 23, 1996); see also Holding Co. Act Release
No. 26209 (Dec. 29, 1994) (authorizing subsidiaries of Columbia Electric
Corporation, formerly named TriStar Ventures Corporation, to pay dividends
out of capital surplus). The Commission has previously approved the payment
of dividends out of capital surplus by nonutility subsidiaries of registered
holding companies in circumstances in which such payments would not impair
the subsidiary's ability to meet its obligations, and the subsidiary's assets
would be sufficient to meet its anticipated expenses and liabilities. See
Central Ohio Coal Co., Holding Co. Act Release No. 26573 (Sept. 16, 1996),
citing Columbus Southern Power Co., Holding Co. Act Release No. 26152 (Oct.
28, 1994), Columbia Alaskan Gas Transmission Corp., Holding Co. Act Release
No. 23893 (Nov. 5, 1985). More recently, the Commission has broadly
authorized such payments by project parents and holding companies over QFs,
EWGs, FUCOs and other energy related companies. See The Southern Company,
Holding Company Act Release No. 26738 (July 2, 1997) (releasing jurisdiction
over authority for existing and future subsidiaries of nonutility holding
company, including energy-related companies, to pay dividends out of capital
or unearned surplus to extent permitted under applicable state law); Cinergy
Corp., Holding Co. Act Release No. 26719 (May 22, 1997) (nonutility
subsidiary holding company, and existing and future exempt project parent
companies authorized to pay dividends out of capital surplus to extent
permitted under state law); and Northeast Utilities, Holding Co. Act Release
No. 26691 (March 25, 1997).
Situations may arise in which one or more of Columbia's nonutility
subsidiaries will have unrestricted cash available for distribution in excess of
current and retained earnings. In such situations, payment of a dividend would
have to be charged, in whole or in part, to capital or unearned surplus. Absent
Commission authorization to pay dividends out of capital or unearned surplus,
the cash would be trapped at a subsidiary level where there is no need for it.
The ability to pay dividends to Columbia in these situations will benefit the
Group because Columbia will be
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able to use the dividends to reduce outstanding external financings and/or to
fund other subsidiary operations.
* * * * *
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 a recurrence of this situation, Columbia hereby
designates an indefinite period 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. See, e.g., Columbia Energy Group, Holding Co.
Act Release No. 26820 (Jan. 23, 1998).
(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.
Legal Fees in connection with the Preparation
of the Application-Declaration $8,000.00
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(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.
Columbia Energy Group Service Corporation has rendered legal services at
cost in connection with the Joint Application-Declaration.
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 request for authorization under Sections 9 and 10 in connection with
acquisitions of certain gas-related companies pursuant to Rule 58 is subject to
Sections 9, 10, 11 and Rules 16 and 58.
The request for authorization for the Group's nonutility subsidiaries to
amend their certificates of incorporation to change the par value of equity
securities held by Columbia or an intermediate company, and further to issue
dividends out of capital thus created or otherwise existing, to the extent
permitted by state law is subject to Sections 6, 7, and 12, 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.
Virginia and Pennsylvania have jurisdiction over any contract or
arrangement between Columbia Gas of Virginia, Inc. and Columbia Gas of
Pennsylvania, respectively, and an affiliated company. Such affiliate
transactions would occur, if at all, in connection with the IP Sub. To the
extent that the relevant orders are not received by the time that the Commission
is prepared to issue its order in the instant matter, Columbia requests that the
Commission condition its approval upon the receipt of the necessary state
orders.
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(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.
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 1, 1998
and its order on or before December 15, 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. Form of Notice (Amended).
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.
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(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.
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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: October 14, 1998 by: //s//M. W. O'Donnell
---------------------------------
M. W. O'Donnell, Senior Vice President & Chief
Financial Officer
COLUMBIA INSURANCE CORPORATION, LTD.
DATE: October 14, 1998 by: //s//N. A. Parillo
---------------------------------
N. A. Parillo, President
COLUMBIA ENERGY RESOURCES, INC.
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
PHOENIX-ALAMCO VENTURES, L.L.C.
CLARKSBURG GAS, L.P.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
DATE: October 14, 1998 by://s//M. A. Chandler
------------------------------------
M. A. Chandler, Vice President and Chief Financial
Officer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: October 14, 1998 by://s//P. R. Aldridge
------------------------------------
P. R. Aldridge, President
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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
COLUMBIA LNG 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
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 GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
DATE: October 14, 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"), 12355 Sunrise Valley Drive, Suite 300,
Reston, VA 20191-3458, 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 are requesting Commission approval to
update and expand their existing authority with respect to certain nonutility
activities and system organization that will enable them to compete effectively
in today's challenging environment. Specifically, Columbia asks the Commission
to authorize by order certain activities for purposes of exemption under Rule
16, and to authorize the nonutility subsidiaries of Columbia to amend their
certificates of incorporation to change the par value of equity securities held
by Columbia or by an intermediate Columbia subsidiary, and to declare and pay
dividends of capital thus created or otherwise existing, to the extent permitted
by state law. The proposed changes are intended to enable Columbia to better
serve customers, and ultimately investors, as the industry continues through a
period of unprecedented change.
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
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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