<PAGE> 1
File No. 70-9359
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------------
FORM U-1/A
AMENDMENT NO. 1 TO
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
------------------------------------------------
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
COLUMBIA ELECTRIC PEDRICK LIMITED CORPORATION
COLUMBIA ELECTRIC PEDRICK GENERAL CORPORATION
COLUMBIA ELECTRIC BINGHAMTON LIMITED CORPORATION
COLUMBIA ELECTRIC BINGHAMTON GENERAL CORPORATION
COLUMBIA ELECTRIC VINELAND LIMITED CORPORATION
COLUMBIA ELECTRIC VINELAND GENERAL CORPORATION
COLUMBIA ELECTRIC RUMFORD LIMITED CORPORATION
COLUMBIA ELECTRIC LIMITED HOLDINGS CORPORATION
COLUMBIA ELECTRIC LIBERTY CORPORATION
COLUMBIA ELECTRIC GREGORY REMINGTON CORPORATION
COLUMBIA ELECTRIC GREGORY GENERAL CORPORATION
GREGORY POWER PARTNERS, L.P.
GREGORY PARTNERS, L.L.C.
LIBERTY ELECTRIC POWER, L.L.C.
<PAGE> 2
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
MILLENNIUM PIPELINE, L.P.
12801 FairLakes Parkway
Fairfax, VA 22030-0146
COLUMBIA GULF TRANSMISSION COMPANY
TRAILBLAZER PIPELINE COMPANY
2603 Augusta, Suite 125
Houston, TX 77057
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
ENERGYNET, L.L.C.
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
<PAGE> 3
COLUMBIA INSURANCE CORPORATION, LTD.
Craig Appin House
8 Wesley Street
Hamilton HM EX, Bermuda
------------------------------------------------------------------------------
(Names of company or companies filing this statement
and addresses of principal executive offices)
COLUMBIA ENERGY GROUP
-----------------------------------------------------------------------------
(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
-----------------------------------------
(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
Columbia Electric Pedrick Limited Corporation
Columbia Electric Pedrick General Corporation
Columbia Electric Binghamton Limited Corporation
Columbia Electric Binghamton General Corporation
Columbia Electric Vineland Limited Corporation
Columbia Electric Vineland General Corporation
Columbia Electric Rumford Limited Corporation
Columbia Electric Limited Holdings Corporation
Columbia Electric Liberty Corporation
Columbia Electric Gregory Remington Corporation
<PAGE> 4
Columbia Electric Gregory General Corporation
Gregory Power Partners, L.P.
Gregory Partners, L.L.C.
Liberty Electric Power, L.L.C.
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
Millennium Pipeline, L.P.
Trailblazer Pipeline Company
1700 MacCorkle Avenue, S.E.
Charleston, WV 25314
D. FURLANO, Treasurer
Columbia Network Services Corporation
CNS Microwave, Inc.
EnergyNet, L.L.C.
<PAGE> 5
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
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
S. B. HEATON, Vice President
Columbia Insurance Corporation, Ltd.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
------------------------------------------------------------------------------
(Names and Addresses of Other Agents for Service)
<PAGE> 6
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" or "Subsidiaries"),
amend and restate the previously filed Application-Declaration 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.
The Columbia Group is seeking additional authority, as described below,
to enable it to participate fully in competitive energy markets through December
31, 2003:
1. Columbia asks the Commission to increase its long-term
financing authority to $6 billion and to extend the related
long-term intrasystem financing authority through December 31,
2003.
2. Columbia also seeks to expand and extend its guarantee
authority to $5 billion through December 31, 2003.
3. The Subsidiaries hereby request authority to acquire,
retire and redeem securities that they have issued to an
associate company, an affiliate, or an affiliate of an
associate company.
Summary of Existing 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,
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. The Omnibus Financing Order authorized Columbia to
acquire, retire or redeem securities of which it was the issuer without the need
for prior Commission approval. The order was silent, however, with respect to
such transactions by the Subsidiaries.
<PAGE> 7
The Omnibus Financing Order was subject to the following general
conditions: (1) Columbia must 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 Group; (c) the acquisition of interests
in exempt wholesale generators ("EWGs") and foreign utility companies ("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.
By order dated November 18, 1997 (Holding Co. Act Release No. 26780),
the guarantee authority was increased to $2 billion.
By order dated December 22, 1997, (Holding Co. Act Release No. 26798),
the Commission increased the short-term authority to $2 billion and extended the
authorization through December 31, 2003.
Request for Authority
Subject to the terms and conditions set forth in the Omnibus Financing
Order, Columbia and its Subsidiaries request the following authority through
December 31, 2003.
1. Long-Term Financing
Columbia has an established goal of increasing its investment in
generally non-rate regulated businesses. As Columbia's operations grow, the
needs of the Subsidiaries for long-term capital will also increase. Columbia
primarily uses internally generated cash and long-term financing to support its
capital expenditure program, which is expected to continue to be in excess of
$550 million annually, and to take advantage of growth opportunities through
acquisitions. Columbia's capital expenditure program is designed to ensure the
safety and
2
<PAGE> 8
reliability of its various pipeline systems and to expand and improve service
where appropriate. As a part of Columbia's growth strategy to significantly
expand its non-rate-regulated operations, Columbia may make acquisitions and
investments from time-to-time where economies of scale and strategic
opportunities are expected to provide shareholder value.
In addition, regulated investment opportunities may arise from time to
time. Columbia would, of course, seek such additional regulatory approval as may
be required in connection with such acquisitions. Thus, the requested increase
in long-term financing authority will enhance the Group's ability to participate
effectively in the evolving energy markets.
Accordingly, Columbia asks the Commission to increase its long-term
financing authority to $6 billion and to extend the related long-term
intrasystem financing authority through December 31, 2003. In this regard,
Columbia proposes to issue a combination of debentures, which may be in the form
of medium term notes, common stock, preferred stock, and or other equity and
debt securities in an aggregate amount not to exceed $6 billion. Long-term debt
securities could include, but not be limited to, convertible debt, subordinated
debt, bank borrowings, and securities with call and put options.(1)
Columbia is requesting the increased financing authority to support its
anticipated business growth and to fund its capital expenditure program.
Columbia believes the additional flexibility is necessary to enable it to
respond effectively to opportunities as they may become available, in addition
to funding its capital expenditure program which, among other things, ensures
safe and reliable service in connection with its core utility operations and
facilitates the addition of new customers and new services through internal
growth. In this regard, Columbia has established as a goal to increase its
earnings by an average of 10-12% annually over the next few years. As previously
filed with the Commission in File No. 70-8925 (Holding Co. Releases No. 26634),
Columbia's authorization is subject to maintaining its long-term debt rating at
an investment grade level with its common equity not falling below 30% of its
consolidated capitalization. All other conditions established in the Omnibus
Financing Order will similarly apply to the requested authorization.(2)
The Maryland utility commission does not exercise jurisdiction over the
issuance of long-term securities. Commission authorization is therefore
requested for the issuance of long-term securities in the form of equity, a note
or other form of indebtedness within the meaning of Rule
- --------
1. The requested $6 billion is intended to represent Columbia's total long-term
financing authority through December 31, 2003.
2. At present, Columbia's aggregate investment in exempt wholesale generators
and foreign utility companies is effectively limited to an amount equal to 50%
of the system's consolidated retained earnings as defined in Rule 53 under the
Act, or approximately $223 million, as of September 30, 1998. Even if Columbia
were to obtain authorization, similar to that received by other registered
holding companies to increase its total investment in exempt wholesale
generators and foreign utility companies to 100% of retained earnings, the total
amount of permissible investment would have been limited to approximately $445
million as of September 30, 1998. It is our view, therefore, that only a limited
amount of the financing authority requested in this matter would, in any event,
be relied upon in connection with system investments in exempt wholesale
generators and foreign utility companies.
3
<PAGE> 9
52, from time to time, through December 31, 2003, by Columbia Gas of Maryland,
Inc. and the acquisition of such securities by Columbia.
2. Guarantees
Columbia seeks increased guarantee authority to facilitate the growth
of its regulated and non-rate-regulated businesses. In particular, the Group's
marketing and brokering activities, although not capital intensive per se,
generally require significant parent guarantees. As of September 30, 1998,
there were outstanding guarantees and letters of credit totaling approximately
$880 million in connection with the operations of Columbia Energy Services
Corporation (the Group gas marketing subsidiary) and Columbia Energy Power
Marketing Corporation (the Group power marketing subsidiary). Current plans
are for Columbia to increase its marketing operations significantly over the
next five years. A corresponding increase in Columbia's guarantee authority is
necessary if the Columbia Group is to achieve its goal of 30% of operating
income from non-rate-regulated businesses as well as serve customers who want
to take advantage of customer choice and other such programs. The increased
guarantee authority is also needed to implement a proposal by Columbia to
guarantee the Money Pool borrowings of all new, non-rate-regulated
subsidiaries, where Money Pool participation by such entities is not otherwise
authorized pursuant to Commission order. See Post-effective Amendment No. 8 in
File No. 70-8925. Accordingly, Columbia seeks to expand and extend its
guarantee authority to $5 billion through December 31, 2003.
3. Acquisition, Retirement and Redemption of Securities
The Omnibus Financing Order authorized "the acquisition, retirement, or
redemption of securities of which Columbia is the issuer without the need for
prior Commission approval pursuant to rule 42 or a successor rule." The order
was silent, however, with respect to such transactions by other Group companies.
Because Columbia is a gas registered system, it relies on intra-system
financings and situations routinely arise in which a Subsidiary seeks to retire
or redeem securities held by an associate company. In the subsequent order in
New Century Energies, Inc., Holding Co. Act Release No. 26750 (Aug. 1, 1997),
the Commission granted all companies in the registered system the authority to
acquire, retire and redeem securities that they have issued to an associate
company, an affiliate or an affiliate of an associate company. Following that
decision, Columbia and the Subsidiaries hereby request authority, pursuant to
Sections 9(a), 10 and 12(c) of the Act, to acquire, retire and redeem securities
that they have issued to an associate company, an affiliate, or an affiliate of
an associate company.
* * * * *
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
4
<PAGE> 10
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.
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 . . . . . . . . . . . . . . . . . . . . . . . . . .$7,500.00
---------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . .$7,500.00
---------
(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.
5
<PAGE> 11
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 increase in long-term financing authority is subject to
Sections 6, 7, 9, and 10 and 12 of the Act and rules thereunder.
The requested increase in guarantee authority is subject to Sections 6,
7 and 12 of the Act and rules thereunder.
The requested authority for Columbia and the Subsidiaries to acquire,
retire and redeem securities of which they are the issuer is subject to Sections
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.
The Kentucky, Ohio, Pennsylvania and Virginia utility commissions have
jurisdiction over the issuance of long-term securities.
(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.
Columbia Gas of Maryland, Inc. 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
6
<PAGE> 12
(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 order on or before
December 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
The following are financial statements and exhibits filed as a part of
this statement.
(a) Exhibits
F Opinion of Counsel for Columbia and Subsidiaries
(b) Financial Statements
Financial statements are not submitted with respect to the
authorizations herein sought due to (i) the impracticality of knowing the type
and extent of financing transactions that may occur during such period and (ii)
the extended period for which authorizations are sought. However, Columbia will
furnish any financial information that the Commission shall request.
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
7
<PAGE> 13
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: December 18, 1998 by: //s//M. W. O'Donnell
---------------------------------
M. W. O'Donnell, Senior Vice President & 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.
DATE: December 18, 1998 by://s//M. A. Chandler
------------------------------------
M. A. Chandler, Vice President and Chief Financial
Officer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: December 18, 1998 by://s//P. R. Aldridge
------------------------
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.
8
<PAGE> 14
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
ENERGYNET, L.L.C.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
MILLENNIUM PIPELINE, L.P.
TRAILBLAZER PIPELINE COMPANY
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
COLUMBIA ELECTRIC CORPORATION
COLUMBIA ELECTRIC PEDRICK LIMITED CORPORATION
COLUMBIA ELECTRIC PEDRICK GENERAL CORPORATION
COLUMBIA ELECTRIC BINGHAMTON LIMITED CORPORATION
COLUMBIA ELECTRIC BINGHAMTON GENERAL CORPORATION
COLUMBIA ELECTRIC VINELAND LIMITED CORPORATION
COLUMBIA ELECTRIC VINELAND GENERAL CORPORATION
COLUMBIA ELECTRIC RUMFORD LIMITED CORPORATION
COLUMBIA ELECTRIC LIMITED HOLDINGS CORPORATION
COLUMBIA ELECTRIC LIBERTY CORPORATION
COLUMBIA ELECTRIC GREGORY REMINGTON CORPORATION
COLUMBIA ELECTRIC GREGORY GENERAL CORPORATION
GREGORY POWER PARTNERS, L.P.
GREGORY PARTNERS, L.L.C.
LIBERTY ELECTRIC POWER, L.L.C.
DATE: December 18, 1998 by://s//J. W. Trost
---------------------
J. W. Trost, Vice President
COLUMBIA INSURANCE CORPORATION, LTD.
DATE: December 18, 1998 by: //s//N. A. Parillo
---------------------------------
9
<PAGE> 15
N. A. Parillo, President
10
<PAGE> 16
EXHIBIT F
December 18, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Columbia Energy Group, File No. 70-9359
Dear Sirs:
As counsel for Columbia Energy Group ("Columbia"), a holding
company registered under the Public Utility Holding Company Act of 1935 (the
"Act"), and its subsidiary companies, I deliver to you this opinion for filing
as Exhibit F to the Application-Declaration referenced above. Briefly stated,
Columbia and its subsidiary companies ("Subsidiaries") are seeking additional
authority to enable them to participate fully in competitive energy markets
through December 31, 2003. Columbia asks the Commission to increase its
long-term financing authority to $6 billion and to extend the related long-term
intrasystem financing authority through December 31, 2003. Columbia also seeks
to expand and extend its guarantee authority to $5 billion through December 31,
2003. The Subsidiaries also request authority to acquire, retire and redeem
securities that they have issued to an associate company, an affiliate, or an
affiliate of an associate company, without the need to apply for, or receive,
prior Commission approval.
In connection with the above, I have examined:
(i) the Application-Declaration, as amended; and
(ii) 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, I am of the
opinion that if the above-referenced transactions are consummated in accordance
with the Application-Declaration:
(a) all state and federal laws applicable to the proposed
transactions will have been complied with; and
11
<PAGE> 17
Securities and Exchange Commission
December 18, 1998
Page 2
(b) the consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by Columbia, or by any associate
company thereof.
I hereby consent to the filing of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
//s//Emanuel D. Strauss
Columbia Energy Group Service Corporation
12
