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File No. 70-9127
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1/A
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AMENDMENT NO. 2 TO
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
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA POWER MARKETING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA DEEP WATER SERVICES COMPANY
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3420
COLUMBIA ELECTRIC CORPORATION
TRISTAR CAPITAL CORPORATION
TRISTAR PEDRICK LIMITED CORPORATION
TRISTAR PEDRICK GENERAL CORPORATION
TRISTAR BINGHAMTON LIMITED CORPORATION
TRISTAR BINGHAMTON GENERAL CORPORATION
TRISTAR VINELAND LIMITED CORPORATION
TRISTAR VINELAND GENERAL CORPORATION
TRISTAR RUMFORD LIMITED CORPORATION
TRISTAR GEORGETOWN GENERAL CORPORATION
TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
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205 Van Buren
Herndon, VA 22070
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO - DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
900 Pennsylvania Avenue
Charleston, WV 25302
COLUMBIA GAS TRANSMISSION CORPORATION
12801 FairLakes Parkway
Fairfax, VA 22030-0146
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 GULF TRANSMISSION COMPANY
2603 Augusta, Suite 125
Houston, TX 77057
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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
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3420
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(Name and address of agent for service)
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Names and Addresses of Subsidiary Company Agents for Service:
M. A. CHANDLER, Treasurer
Columbia Natural Resources, Inc.
Alamco, Inc.
Alamco-Delaware, Inc.
Hawg Hauling & Disposal, Inc.
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.
205 Van Buren
Herndon, VA 22070
S. T. MACQUEEN, Treasurer
Columbia LNG Corporation
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191-3420
J. W. TROST, Vice President
Columbia Energy Group Service
Corporation
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191-3420
P. R. ALDRIDGE, President
Columbia Deep Water Services Company
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191-3420
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J. W. GROSSMAN, Treasurer
TriStar Capital Corporation
Columbia Atlantic Trading Corporation
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191-3420
S. M. NORDIN, Treasurer
Columbia Propane Corporation
9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
G. A. BARNARD, Assistant Controller
Columbia Gas Transmission Corporation
Columbia Gulf Transmission Company
1700 MacCorkle Avenue, S.E.
Charleston, WV 25314
D. FURLANO, Treasurer
Columbia Network Services Corporation
CNS Microwave, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
E. D. HARVEY, JR., Assistant Treasurer
Columbia Assurance Agency, Inc.
Columbia Energy Services Corporation
Columbia Energy Marketing Corporation
Columbia Power Marketing Corporation
Columbia Service Partners, Inc.
121 Hill Pointe Drive, Suite 100
Canonsburg, PA 15317
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(Names and Addresses of Other Agents for Service)
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Columbia Energy Group1 ("Columbia"), a registered holding company under
the Public Utility Holding Company Act of 1935 (the "Act"), and its 32 existing
nonutility subsidiaries hereby submit for filing this Amendment No. 2 to the
Application-Declaration on Form U-1 in File No. 70-9127 to amend and restate
the 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.
Columbia is seeking authority, consistent with Commission precedent,
to provide consulting services to associate and nonassociate companies and to
engage in activities contemplated by the Gas Related Activities Act of 1990
("GRAA"), on an international basis. Columbia recently identified an
international project for which it seeks authority to acquire certain oil and
natural gas leasehold interests in southern Ontario, Canada (the "Canadian
Interests").
It is contemplated that Columbia would engage in the foreign GRAA
activities through one or more, direct or indirect, existing nonutility
subsidiaries or through one or more newly-formed, direct or indirect,
subsidiaries (the "Foreign Energy Subsidiaries").2 The Foreign Energy
Subsidiaries, in turn, may form one or more special-purpose subsidiaries to
invest, directly or indirectly, in entities such as corporations, limited
liability companies, partnerships or other entities that derive substantially
all of their revenues from the activities authorized herein.
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1. Effective January 16, 1998, Columbia Energy Group, Columbia Energy Group
Service Corporation and Columbia Electric Corporation are the new names of The
Columbia Gas System, Inc., Columbia Gas System Service Corporation and TriStar
Ventures Corporation, respectively.
2. Columbia requests authority, pursuant to Rule 53(a)(3), for the Foreign
Energy Subsidiaries to contract with Columbia's domestic public-utility
subsidiary companies to provide services to foreign utility companies or foreign
exempt wholesale generators in which Columbia may hereafter, directly or
indirectly, hold an interest. Columbia represents that no more than two percent
of the employees of the domestic public-utility companies will render services,
at any one time, to such foreign utility companies or foreign exempt wholesale
generators.
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Such activities would be funded through a combination of short-term and
long-term loans, open account advances and other financing transactions as may
be authorized by Rules 45 and 52 and other applicable rules, regulations and
orders under the Act.
The Commission is requested to authorize Columbia to engage in foreign
consulting and foreign gas-related activities, as described herein. Columbia
asks the Commission to reserve jurisdiction over the acquisition of a security
or an interest in the business of a nonaffiliated entity engaged in such
activities, other than with respect to the Canadian Interests, pending
completion of the record.
A Foreign Energy Subsidiary will not undertake any service activities
if, as a result thereof, it would become a public utility company within the
meaning of the Act. Further, Columbia will not seek recovery through higher
rates to its utility consumers to compensate it for any possible losses that it
may sustain on investments in the Canadian Interests or other foreign
investments that may be authorized by the Commission, or for any inadequate
returns on such investments.
1. Foreign Consulting
Columbia seeks authority for its existing or newly-formed, direct or
indirect, nonutility subsidiaries to provide consulting services, including but
not limited to project development, engineering, design, construction and
construction management, storage, gas control, geologic, fuel management,
operating and maintenance services and other similar kinds of managerial and
technical services to associate and nonassociate companies in connection with
foreign utility and gas-related activities anywhere in the world. See Southern
Co., Holding Co. Act Release No. 26212 (Dec. 30, 1994). See also Consolidated
Natural Gas Co., Post-effective Amendment No. 6 in File No. 70-8759 (requesting
release of jurisdiction over foreign consulting activities). Subsidiaries
engaged in foreign consulting activities may render such services using their
own work force, independent contractors, and personnel and other resources of
the Columbia group of companies ("Group") as permitted by Section 13 and the
rules thereunder. It is also contemplated that, in conjunction with providing
services to nonassociates, such subsidiaries may enter into separate agreements
to sell or license intellectual property it has created or acquired from
nonassociate companies in connection with its authorized business. Columbia
proposes to make capital investments of up to $10 million in foreign consulting
activities, from time to time, through December 31, 2003.
A subsidiary engaged in foreign consulting activities will not
undertake any service activities if, as a result thereof, it would become a
public utility company within the meaning of the Act.
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2. Foreign Gas-Related Activities
In view of the increasingly global nature of the energy business, it is
both necessary and appropriate for Columbia and its subsidiaries, on a
world-wide basis, to apply the expertise that they have gained in their domestic
activities. Accordingly, Columbia seeks authority for the Foreign Energy
Subsidiaries to engage in activities contemplated by the GRAA internationally.
To the extent these activities involve the transportation or storage of natural
gas within the meaning of Section 2(a) of the GRAA, or are otherwise related to
the supply of natural gas, including exploration, development, production,
marketing, manufacture, or other similar activities within the meaning of
Section 2(b) of the GRAA (to the extent they have been previously approved by
the Commission), they would be exempted by Rule 58 if they were conducted within
the United States.
The Commission, however, has determined that the GRAA is not limited
to activities within the United States, and has authorized investments in
foreign gas-related projects on a case-by-case basis. See Consolidated Natural
Gas Co., Holding Co. Act Release No. 26595 (Oct. 25, 1996) and Holding Co. Act
Release No. 26608 (Nov. 19, 1996) (collectively, the "CNG International
Orders"). In those orders, the Commission authorized CNG to invest in a number
of foreign pipeline projects in reliance on the GRAA.
In this matter, Columbia seeks authority to invest up to $5 million,
through the Foreign Energy Subsidiaries, to acquire the Canadian Interests that
are being offered for sale by Paragon Petroleum Corporation ("Paragon"), a
Canadian corporation. On October 17, 1997, Columbia Natural Resources, Inc.
("CNR"), a nonutility subsidiary engaged in the exploration for and production
of natural gas, entered into a letter of intent with Paragon to acquire the
Canadian Interests. This transaction, subject to customary representations and
warranties, including the receipt of necessary regulatory approvals, is
expected to close as promptly as possible, but in no event later than January
30, 1998. The properties are located in an area which is an extension of the
Appalachian Basin, an area of the United States in which CNR has significant
experience and success. It is CNR's current intention to obtain a National
Energy Board Certificate that will enable it to export developed reserves from
the Canadian Interests into the United States.
CNR will form a wholly-owned Canadian Crown subsidiary corporation,
Columbia Natural Resources Canada Ltd. ("CNR Canada"), to hold the Canadian
Interests. CNR Canada will be initially capitalized by the issuance to CNR of up
to 200,000 shares of common stock, $25 par value, for a purchase price of up to
$5 million. Thereafter, the activities of CNR Canada will be funded through a
combination of short-term and long-term loans, open account advances and other
financing transactions as may be authorized by Rules 45 and 52 and other
applicable rules, regulations and orders under the Act.
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The Commission has previously authorized Columbia to engage in
Canadian oil and gas exploration activities. See The Columbia Gas System, Inc.,
Holding Co. Act Release No. 17290 (Sept. 27, 1971) (authorizing the formation of
a wholly-owned Canadian oil and gas exploration and production subsidiary in
connection with an effort to obtain natural gas from the Prudhoe Bay and Arctic
region of Canada). See also The Columbia Gas System, Inc., Holding Co. Act
Release No. 18534 (Aug. 16, 1974) (authorizing the formation of Columbia Alaskan
Gas Transmission Corporation to participate in projects for the development of
proven gas reserves in Alaska and Canada, and for transportation of the gas to
the United States).
Acquisition of the Canadian Interests is a gas-related activity within
the meaning of Section 2(b) of the GRAA. That section, in pertinent part,
provides that:
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, production,
marketing, manufacture, or to 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 shall have the burden of
proving, that such acquisition is in the interest of
consumers of each gas utility company or consumers of
any other subsidiary of such registered 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.
Senator D'Amato, in a floor statement, explained that the term "development" in
Section 2(b) of the GRAA was intended to include "the acquisition of acreage,
land, leases or mineral rights containing expected or proven natural gas
reserves, initial drilling for reserves, and any related activities necessary to
remove natural gas." Cong. Rec. S17586 (daily ed.) (Oct. 27, 1990). Further, the
floor statement makes clear that Congress recognized oil and other petroleum
products, as well as natural gas, may be produced from such reserves. "A
producer of natural gas may operate and sell oil and other petroleum products,
as well as natural gas, depending upon the presence of oil and natural gas in
the geologic formation underlying a particular well." Id.
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The Commission has previously approved the exploration and development
of natural gas supply reserves under Section 2(b) of the GRAA. See National Fuel
Gas Co., Holding Co. Act Release No. 25265 (Dec. 20, 1991). The standards of
Section 2(b) are met in this matter because the expertise gained by Columbia,
through the Foreign Energy Subsidiaries, in foreign markets will provide
benefits to retail utility customers and other customers of the Group, including
those of the its nonutility subsidiaries. Assuming that CNR is successful in
obtaining an export certificate, the Canadian Interests could increase the
supply of low-cost gas to U.S. Further, the Canadian Interests are located close
to the path of a proposed pipeline project, sponsored by Columbia, in New York
that would permit the flow of Canadian gas supplies to eastern markets, in
particular the metropolitan New York area. In addition, the foreign GRAA
activities offer: (i) knowledge of and experience with strategies, programs and
products tailored to highly-competitive markets, resulting in greater Group
efficiencies, enhancing profits and helping to ensure continued low rates for
Columbia consumers; (ii) higher rates of return that may be associated with
investments in foreign energy markets; and (iii) increased demand for Group
resources, including personnel, which would result in a more optimal allocation
of such resources. See Consolidated Natural Gas Co., Holding Co. Act Release No.
26595 (Oct. 25, 1996).
Further, the proposed investment in the Canadian Interests would not be
detrimental to the interest of consumers of any gas utility company or other
subsidiary of Columbia or to the proper functioning of the registered holding
company system. The proposed investment of $5 million is de minimis in view of
the size of the Group, whether measured by revenues, assets or consolidated
retained earnings. In addition, as noted above, Columbia specifically undertakes
that it will not seek recovery through higher rates to the Group's utility
consumers to compensate it for any possible losses that it may sustain on
investments in the Canadian Interests or other foreign investments that may be
authorized by the Commission, or for any inadequate returns on such investments.
Consistent with the CNG International Orders, Columbia is asking the
Commission to reserve jurisdiction over its request to engage in foreign
gas-related activities (other than the Canadian Interests), pending completion
of the record with respect to specific projects, and further requests that
jurisdiction may be released in such matters without additional notice.
3. Money Pool
In its order dated December 23, 1996 (File No. 70-8925; Holding Co.
Act Release No. 26634), the Commission reserved jurisdiction over participation
in the Group's Money Pool by new direct or indirect subsidiaries of Columbia
engaged in new lines of business. Columbia hereby requests that the Commission
release jurisdiction with respect to participation in the Money Pool by CNR
Canada. Columbia requests the Commission to reserve jurisdiction over Money Pool
participation by other Foreign Energy Subsidiaries, and those direct and
indirect
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subsidiaries of Columbia that are formed to engage in the foreign consulting
activities specifically authorized herein, pending completion of the record with
respect to such entities.
* * * * *
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.
* * * * *
Columbia proposes the following reporting requirement. Columbia will
file, within sixty days following the end of each calendar quarter, certificates
that report on the activities authorized herein, which certificates shall
include:
(i) Balance sheets and income statements for any nonutility
subsidiary company formed pursuant to the authorization granted herein;
(ii) A brief narrative description of the activities for the quarter
just ended of each nonutility subsidiary company formed pursuant to the
authorization granted herein;
(iii) The amount and form of capital investment in the foreign
consulting activities authorized herein;
(iv) A description of services obtained from associate public utility
companies in connection with the activities authorized herein, with the type of
service, the number of personnel from associate public utility companies
providing such services and the total value of such services for the quarter
just ended; and
(v) A description of intellectual property sold or licensed in
connection with the activities authorized herein.
* * * * *
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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. Copies of this application
and all amendments thereto will be submitted to each of the state regulators
having retail rate jurisdiction over companies in the Group. 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.
<TABLE>
<S> <C>
Legal Fees . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,500
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</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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Legal services have been provided by Columbia Energy Group Service
Corporation 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 proposed transactions are jurisdictional under Sections 6, 7, 9, 10
and 13 of the Act and rules thereunder, Rule 54, and the Gas Related Activities
Act of 1990.
(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 proposed transactions are not subject to the jurisdiction of any
State commission or of any federal commission other than this Commission.
Columbia has submitted a copy of this Application-Declaration to the public
utility commissions in Kentucky, Maryland, Ohio, Pennsylvania and Virginia.
(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.
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It is requested that the Commission issue its order as promptly as
practicable, but in no event later than January 30, 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 nonutility subsidiaries
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.
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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: January 21, 1998 by: //s//M. W. O'Donnell
-----------------------------------------
M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
DATE: January 21, 1998 by://s//M. A. Chandler
-----------------------------------------
M. A. Chandler, Chief Financial Officer and Treasurer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: January 21, 1998 by://s//P. R. Aldridge
-----------------------------------------
P. R.Aldridge, President
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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 ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA POWER MARKETING CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
TRISTAR 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: January 21, 1998 by://s//J. W. Trost
----------------------------------
J. W. Trost, Vice President
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EXHIBIT F
January 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Columbia Energy Group, File No. 70-9127
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 nonutility subsidiaries, I deliver to you this opinion for
filing as Exhibit F to the Application-Declaration referenced above. Briefly
stated, Columbia and its nonutility subsidiaries are seeking authority to
provide consulting services to associate and nonassociate companies, and to
engage in activities contemplated by the Gas Related Activities Act of 1990, on
an international basis.
In connection with the above, I have examined:
(i) the Application-Declaration, as amended;
(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 financing 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;
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Securities and Exchange Commission
January 20, 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
