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File No. 70-8925
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 9 to Form U-1
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 ENERGY SERVICES CORPORATION
COLUMBIA DEEP WATER SERVICES COMPANY
13880 Dulles Corner Lane
Herndon, VA 20171-4600
COLUMBIA NATURAL RESOURCES, INC.
900 Pennsylvania Avenue
Charleston, WV 25302
COLUMBIA GAS TRANSMISSION COMPANY
12801 Fair Lakes Parkway
Fairfax, VA 22030-0146
COLUMBIA GULF TRANSMISSION COMPANY
2603 Augusta, Suite 125
Houston, TX 77057
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
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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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(Names 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:
J. W. TROST, Vice President
Columbia Energy Group Service 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
P. R. ALDRIDGE, President
Columbia Deep Water Services Company
13880 Dulles Corner Lane
Herndon, VA 20171-4600
M. A. CHANDLER, Vice President and
Chief Financial Officer
Columbia Natural Resources, Inc.
900 Pennsylvania Avenue
Charlestown, WV 25302
G. A. BARNARD, Treasurer and Controller
Columbia Gas Transmission Corporation
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Columbia Gulf Transmission Company
1700 MacCorkle Avenue, S.E.
Charleston, WV 25314
S. M. NORDIN, Treasurer
Columbia Propane Corporation
9200 Arboretum Parkway, Suite 140
Richmond, VA 23236
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 Address of Other Agents for Service)
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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.
On December 23, 1996, the Commission issued an order (the "Omnibus
Financing Order") to Columbia Energy Group(1) ("Columbia") that among other
things granted authorization to continue the operation of the Money Pool (as
defined in the original Application-Declaration) through December 31, 2001
(HCAR No. 35-26634; 70-8925). Columbia requested that the Commission reserve
jurisdiction for Money Pool participation by new direct or indirect subsidiaries
engaged in new lines of business that were not included as part of the original
Application-Declaration.
On December 22, 1997, the Commission issued an order granting
authorization to continue the operation of the Money Pool through December 31,
2003 (HCAR No. 35-26798; 70-9129). All borrowings through the Money Pool will be
subject to the terms and conditions imposed on Money Pool transactions under the
Omnibus Financing Order.
By order dated May 6, 1998 (the "Energy Services Order"), the Commission
authorized Columbia to establish one or more direct or indirect subsidiaries
(collectively, "FinanceCo.") to provide, among other things, financing for
customers in connection with a wide range of activities, including defined
energy management services, asset management services, performance contracting,
consulting services, retail services, monitoring and response goods and
services, energy-peaking services, project development and ownership activities,
and customer appreciation activities. Columbia Energy Group, Holding Co. Act
Release No. 26868 (May 6, 1998), as supplemented by Holding Co. Act Release No.
26883 (June 10, 1998) (authorizing investments of up to $250 million in
connection with the proposed sale of goods and services within the United
States, and up to $50 million with respect to certain goods and services outside
the United States, all through December 31, 2003). See also Rule 40(a)(4)
(exempting the acquisition, in the ordinary course of the acquiring company's
business, of "any evidence of indebtedness executed by its customers in
consideration of utility or other services by such company or executed in
connection with the sale of goods or real property other than utility assets");
and Rule 48 (exempting the acquisition of customer paper in connection with the
sale of standard appliances).
Pursuant to an application filed on November 20, 1998, Columbia has asked
for authority to engage in the factoring of accounts receivable through one or
more existing or newly-formed or acquired, direct or indirect subsidiaries
(collectively, "Factoring Sub"). Factoring Sub would purchase accounts
receivable from associate or nonassociate companies as such accounts receivable
are generated. Other than the initial capital provided by Columbia, no
additional
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1 Formerly named The Columbia Gas System, Inc.
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outside financing would be necessary to acquire these accounts receivable
because Factoring Sub would sell, via a true sale in accordance with FAS 125,
the accounts receivable interests to third party Purchasers through simultaneous
(i.e., same-day, or "back-to-back") transactions. Hence, Money Pool
participation by Factoring Sub should not represent any increased risk for the
system Money Pool.
FinanceCo. or Factoring Sub may, from time to time, generate cash in
excess of immediate cash requirements, and it is proposed that such temporary
cash, as well as any other cash on hand, may, at the respective company's
option, be invested in the Money Pool.
Each of FinanceCo. and Factoring Sub may, from time to time, require
short-term funds to meet normal working capital requirements. It is proposed
that FinanceCo. and Factoring Sub would each borrow such short-term funds from
Columbia(2) or from the Money Pool. Such loans to FinanceCo. or Factoring Sub
through the Money Pool would be made pursuant to a short-term grid note,
consistent with the Omnibus Financing Order, as supplemented by the December 22,
1997 order.
The terms of the Money Pool borrowings were most recently approved by the
Commission in The Columbia Gas System, Inc., Holding Company Act Release No.
26634 (Dec. 23, 1996). Under those terms, the cost of money on all short-term
advances from, and the investment rate for moneys invested in, the Money Pool
will be the interest rate per annum equal to the Money Pool's weighted average
short-term investment rate and/or Columbia's short-term borrowing rate. Should
there be no Money Pool investments or Columbia borrowings, the cost of money
will be the prior month's average Federal Funds rate as published in the Federal
Reserve Statistical Release, Publication H.15 (519). A default rate equal to 2%
per annum above the pre-default rate on unpaid principal amounts will be
assessed if any interest or principal payment becomes past due.
Columbia hereby requests that the Commission issue a supplemental order
under this Application-Declaration, as amended, authorizing FinanceCo.
and Factoring Sub to participate in the Money Pool.
* * * * * *
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2 FinanceCo. and Factoring Sub will rely on Rule 52 for any borrowings
from Columbia outside of the Money Pool.
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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 led 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 a period from the date of the order in this matter to its express
termination by subsequent 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.
(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, COMMISSION AND EXPENSES.
(a) State (i) 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
(ii) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by the applicant
or declarant to act for the successful bidder.
<TABLE>
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Services of Columbia Energy Group Service Corporation in
connection with the preparation of this Post-Effective
Amendment to the Application-Declaration.................... $1,000
</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.
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Columbia Energy Group Service Corporation will perform certain services at
cost, as set forth in Item 2(a) above.
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.
Sections 6(a), 7 and 12 and Rules 43 and 45(a) are applicable to
the participation by FinanceCo. and Factoring Sub in the Money Pool.
(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 Securities and Exchange Commission) over
the proposed transaction.
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 supplemental order on or
before January 29, 1999.
(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.
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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
Opinion of Counsel (to be filed by Post-Effective Amendment).
(b) Financial Statements
Financial statements are not provided since pro-forma statements
would have no relevance to the authorization requested in this Post-Effective
Amendment.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this Post-Effective Amendment
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 22, 1998 by: /s/ M. W. O'Donnell
________________________
M. W. O'Donnell, Senior Vice
President & Chief Financial Officer
COLUMBIA NATURAL RESOURCES, INC.
DATE: December 22, 1998 by: /s/ M. A. Chandler
________________________
M. A. Chandler, Vice President and
Chief Financial Officer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: December 22, 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 GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA PROPANE CORPORATION
COLUMBIA ENERGY GROUP SERVICE CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
DATE: December 22, 1998 by: /s/ J. W. Trost
____________________________
J. W. Trost, Vice President
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