<PAGE> 1
File No. 1-1098
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
ANNUAL REPORT
PURSUANT TO SECTION 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
Columbia Energy Group
Suite 300, 12355 Sunrise Valley Drive
Reston, Virginia 20191-3420
<PAGE> 2
EMPLOYEES' THRIFT PLAN
----------------------
OF COLUMBIA GAS SYSTEM
----------------------
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
DECEMBER 31, 1997 AND 1996
--------------------------
Report of Independent Public Accountants.....................................3
Statements of Net Assets Available for Benefits..............................4
Statement of Changes in Net Assets Available for Benefits....................5
Notes to Financial Statements and Schedules..................................6
Schedule A - Statements of Net Assets Available for Benefits................11
Schedule B - Statement of Changes in Net Assets Available for Benefits......13
Item 27(a) - Schedule of Assets Held for Investment Purposes................15
Item 27(d) - Schedule of Reportable Transactions............................16
Consent of Independent Public Accountants...................................18
Federal Tax Consequences (Unaudited)........................................19
All other schedules are omitted as they are not applicable or are not required
based on the disclosure requirements of the Employee Retirement Income Security
Act of 1974 ("ERISA") and applicable regulations issued by the Department of
Labor.
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<PAGE> 3
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Thrift Plan Committee of the
Employees' Thrift Plan of Columbia
Gas System:
We have audited the accompanying statements of net assets available for
benefits of the Employees' Thrift Plan of Columbia Gas System (the "Plan") as of
December 31, 1997 and 1996, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1997. These financial
statements and the schedules referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1997 and 1996, and the changes in net assets available
for benefits for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are presented
for purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statement of net assets available for benefits (Schedule A) and the statement of
changes in net assets available for benefits (Schedule B) is presented for
purposes of additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
As explained in the notes thereto, information certified by the trustee
and presented in the schedule of assets held for investment purposes and the
schedule of reportable transactions does not disclose the historical cost of
certain investments. Disclosure of this information is required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
ARTHUR ANDERSEN LLP
New York, New York
May 15, 1998
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<PAGE> 4
<TABLE>
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
---------------------------------------------
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-----------------------------------------------
<CAPTION>
December 31, 1997 December 31, 1996
----------------- -----------------
Assets
- ------
<S> <C> <C>
Investments at fair value:
The Columbia Gas System, Inc.
Common Stock $324,570,127 $312,295,105
Interest-bearing cash 2,563,671 2,867,931
------------ ------------
Total Columbia Gas Stock Fund $327,133,798 $315,163,036
Fidelity Mutual Funds:
Retirement Money Market Portfolio $ 60,986,098 $ 63,338,627
Magellan Fund 32,031,366 25,427,413
Contrafund 20,613,094 14,692,522
Growth Company Fund 11,892,345 9,411,407
Growth & Income Portfolio 54,286,745 40,140,670
Intermediate Bond Fund 36,666,784 40,243,765
Overseas Fund 9,416,950 8,064,260
Europe Fund 5,039,683 3,156,219
Pacific Basin Fund 1,241,893 1,382,440
Balanced Fund 17,244,862 13,409,495
Capital Appreciation Fund 3,746,107 2,209,569
Short-Term Bond Fund 4,049,336 3,448,915
Spartan U.S. Equity Index Fund 75,451,588 60,565,817
------------ ------------
Loans to Participants 9,271,509 7,228,579
------------ ------------
$669,072,158 $607,882,734
Columbia Gas Litigation Settlement (Note 5) 2,116,228 2,008,983
(Retirement Money Market Portfolio)
Employer Contributions Receivable 943,407 1,009,880
Participant Deposits Receivable 1,749,607 1,820,000
------------ ------------
Total Assets $673,881,400 $612,721,597
============ ============
</TABLE>
The accompanying notes to financial statements and schedules
are an integral part of these statements.
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<PAGE> 5
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
---------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------------------------------
For the Year Ended December 31, 1997
------------------------------------
Net Assets, Beginning of Year $612,721,597
Net Investment Income 23,076,077
Net Realized Gain on Securities Sold or
Distributed 54,518,188
Net Change in Unrealized Appreciation on
Investments 46,393,996
Participants' Deposits 22,406,700
Columbia's Contributions 11,778,139
Distributions to Participants (97,177,272)
Interfund Exchanges 0
Loan Activity 163,975
------------
Net Assets, End of Year $673,881,400
============
The accompanying notes to financial statements and schedules
are an integral part of this statement.
-5-
<PAGE> 6
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
---------------------------------------------
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
December 31, 1997 and December 31, 1996
---------------------------------------
1. Description of the Plan
The Employees' Thrift Plan of Columbia Gas System (the "Plan") was
adopted by the Board of Directors of Columbia Energy Group, formerly The
Columbia Gas System, Inc. ("Columbia") on May 1, 1958. Its purpose is to
encourage employees to adopt a regular savings program and to provide additional
security for retirement. Each employee who works for a Columbia company
participating in the Plan is eligible to join the Plan on the first day of any
month after completing twelve months of service. Participation is voluntary, and
participants are fully and immediately vested in the Plan.
The Plan offers a wide range of funds to Plan participants. All but the
Columbia Gas Stock Fund are offered through Fidelity Investments' family of
mutual funds. The investment options offered include:
Columbia Gas Stock Fund: This Fund consists almost entirely of Columbia
Common Stock. A small portion is invested in money market instruments
for administrative purposes.
Retirement Money Market Portfolio: The Retirement Money Market
Portfolio seeks to maximize current income consistent with the
preservation of capital. The Portfolio invests in high quality U.S.
dollar denominated money market instruments of U.S. and foreign
issuers.
Short-Term Bond Fund: The Short-Term Bond Fund seeks current income
consistent with preservation of capital, by investing in a broad range
of investment grade fixed income securities. The assets of the fund are
invested in securities with a maturity of 1 to 3 years.
Intermediate Bond Fund: The Intermediate Bond Fund is an
income-oriented mutual fund that seeks a high level of current income.
The Fund invests primarily in investment grade corporate debt
obligations, as well as obligations issued or guaranteed by the U.S.
Government and its agencies or instrumentalities, U.S. banks, prime
commercial paper, as well as a limited amount of high quality foreign
debt instruments.
Balanced Fund: The Balanced Fund is a growth and income mutual fund
that seeks the highest amount of income possible while still preserving
its capital investment. The Fund invests in a broadly diversified
(domestic and foreign) portfolio of high-yielding securities, including
common stocks, preferred stocks and bonds. At least 25% of the Balanced
Fund's assets are always invested in fixed-income securities.
Spartan U.S. Equity Index Fund: The Spartan U.S. Equity Index Fund is a
growth and income mutual fund that seeks to duplicate the composition
and total return of the Standard & Poor's 500 Composite Stock Price
Index (S&P). The Fund invests primarily in the common stock of the 500
companies that make up the S&P.
Growth & Income Portfolio: The Growth & Income Portfolio is a growth
and income mutual fund that seeks long-term capital growth, current
income and growth of income with reasonable investment risk. The
Portfolio is primarily invested in the securities of companies with the
potential for growth of earnings while paying current dividends, as
well as securities convertible into common stocks, preferred stocks and
fixed income securities.
-6-
<PAGE> 7
Magellan Fund: The Magellan Fund's goal is capital appreciation.
Magellan primarily invests in common stock and securities convertible
into common stock of U.S., multinational, and foreign companies of all
sizes and industries that offer potential for growth. Up to 20% of the
Fund may be invested in fixed income securities.
Contrafund: The Contrafund seeks capital appreciation by investing
primarily in undervalued domestic and foreign stocks. These companies
may have favorable long-term outlooks due to termination of
unprofitable operations, changes in management, industry or products,
or possible mergers and acquisitions. A substantial portion of the
portfolio is invested in medium- to small-capitalization stocks.
Growth Company Fund: The Growth Company Fund focuses on capital
appreciation by investing primarily in common stocks with above-average
growth characteristics. Investments include both foreign and domestic
securities. Growth can be measured by earnings or gross sales.
Capital Appreciation Fund: The Capital Appreciation Fund seeks capital
appreciation by investing primarily in common stocks of well-known and
established companies as well as smaller, lesser-known companies.
Investments include domestic and foreign securities.
Overseas Fund: The Overseas Fund is a growth mutual fund that seeks
long-term capital growth through investments in foreign securities in
both developed and emerging markets. At least 65% of its total assets
are invested in securities of issuers from at least three countries
outside of North America. Currency hedging is permitted.
Europe Fund: The Europe Fund seeks long-term capital growth by
investing primarily in companies in Western Europe. The Fund may also
invest in Eastern Europe. Normally, the Fund intends to maintain
investments in at least three different countries, though it may at
times invest all of its assets in a single country. A 1% redemption fee
will be charged for shares held less than 90 days.
Pacific Basin Fund: Pacific Basin Fund seeks long-term growth of
capital by investing in companies in the Pacific Basin. The Fund will
generally be invested in at least three different countries, although
it may at times invest all of its assets in one country. (It normally
invests a significant percentage of its assets in Japan.) A 1%
redemption fee will be charged for shares held less than 90 days.
Fidelity is the Trustee of the Plan assets.
Employees may deposit up to 6% of their monthly base pay, subject to
IRS limitations, in the various investment funds, and Columbia will match such
deposits at various levels based on the period of an employee's participation in
the Plan. Columbia's contributions are invested in the Columbia Gas Stock Fund
except for employees age 55 or older who may direct monthly Columbia
contributions among any of those funds available for Plan participants'
deposits. Employees may also invest up to an additional 10% of their monthly
base pay, subject to IRS limitations, but no additional contributions will be
made by Columbia. Employee deposits may be made on an after-tax and/or
before-tax basis. Before-tax deposits are not subject currently to Federal
income tax but are taxable to the employee when they are withdrawn from the
Plan. Prior to age 59-1/2, an active employee may withdraw before-tax deposits
only under certain hardship conditions. Such withdrawals are subject to a 10%
excise tax. If an employee makes a withdrawal from his account, his future
deposits are subject to various suspension periods depending on the type of
withdrawal. After-tax deposits are taxed before they go into the applicable
Funds of the Plan; therefore, they will not be taxed again.
The administrative expenses of the Plan are paid by the participating
subsidiaries of Columbia. Administrative fees relating to participant loans are
borne by the participants.
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<PAGE> 8
The value of participants' deposits in the Plan is reflected in
Shares/Units in each applicable Fund. Each Share/Unit has a value equal to every
other Share/Unit in that Fund. The value of a Share/Unit is determined daily by
dividing the value of each Fund by its total number of outstanding Shares/Units.
The following is a summary of the Share/Unit Values and Shares/Units
outstanding as of:
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
---------------------- -----------------------
Share/Unit Shares/ Share/Unit Shares/
Value Units Value Units
---------- ------- ---------- -------
($) ($)
<S> <C> <C> <C> <C>
Columbia Gas Stock Fund 23.86 13,712,906 23.52 13,401,206
Retirement Money
Market Portfolio 1.00 60,986,098 1.00 63,338,627
Magellan Fund 95.27 336,217 80.65 315,281
Contrafund 46.63 442,056 42.15 348,577
Growth Company Fund 43.32 274,523 40.46 232,610
Growth & Income Portfolio 38.10 1,424,849 30.73 1,306,237
Intermediate Bond Fund 10.17 3,605,387 10.08 3,992,437
Overseas Fund 32.54 289,396 30.84 261,487
Europe Fund 29.94 168,326 26.61 118,610
Pacific Basin Fund 12.23 101,545 14.70 94,044
Balanced Fund 15.27 1,129,330 14.08 952,379
Capital Appreciation Fund 19.38 193,298 17.64 125,259
Short-Term Bond Fund 8.70 465,441 8.72 395,518
Spartan U.S. Equity Index Fund 34.98 2,156,992 26.95 2,247,340
</TABLE>
As of December 31, 1997 and 1996, the only individual security held by
the Plan in excess of 5% of net assets was Columbia Gas Common Stock, 4,131,362
shares valued at $324,570,127 and 4,908,371 shares valued at $312,295,105,
respectively.
The Board of Directors of Columbia Energy Group have approved a
three-for-two stock split effective June 15, 1998. The number of shares held in
the Columbia Stock Fund will increase - for every two shares held, an additional
share will be credited to the fund. The number of units and the market value of
the assets in the Columbia Stock Fund will not change as a result of the stock
split.
The above is a brief description of the Plan and is provided for
general information purposes only. Participants should refer to the Plan
documents for more complete information.
2. Summary of Significant Accounting Policies
(A) Valuation of investments.
The assets of the Plan are reflected in the accompanying Statements of
Net Assets Available for Benefits based on quoted market prices and per share
net asset value.
(B) Basis of accounting.
The accounts of the Plan have been maintained on a modified cash basis
of accounting; however, the accompanying financial statements have been prepared
on an accrual basis as of December 31, 1997 and December 31, 1996, by
application of memorandum entries to reflect participant deposits, Columbia
contributions and participant loans receivable
-8-
<PAGE> 9
(C) Net realized gain (loss) on securities sold or distributed.
The cost of securities sold or distributed is determined on
the revalued cost of assets basis, whereby the cost of assets is adjusted to
reflect the market value of assets as of the prior year end. The Plan recognized
gains and losses on the sale of securities and the distribution of Columbia Gas
Common Stock to withdrawn participants in settlement of their accounts equal to
the difference between the revalued cost and market value of the securities sold
or distributed through December 31, 1997.
(D) Unrealized appreciation (depreciation) of investments.
Fidelity determines the market value of all assets and share
values on a daily basis. Unrealized appreciation (depreciation) is equal to the
difference between the revalued cost of assets and market value of assets at
December 31, 1997.
(E) Financial derivatives
Plan assets are invested through thirteen mutual funds, any of
which could from time-to-time utilize financial derivatives. Generally Accepted
Accounting Principles require the investment managers of such funds, e.g.,
Fidelity, to list in their financial statements the amount and purpose of such
derivatives. Participants are provided with copies of the mutual funds'
financial statements directly from Fidelity on a regular basis and should refer
to these for information on this issue. Generally speaking, the investment
managers use derivatives to hedge against certain unwanted actions, e.g.,
interest rate movements and foreign currency changes.
3. Participating Companies
The names of the participating companies, as of December 31,
1997 with contributions for the year ended December 31, 1997 are shown below:
Columbia
Contributions
-------------
Columbia Gas Transmission Corp........................ $ 3,764,953
Columbia Gas of Kentucky, Inc......................... 324,220
Columbia Gas of Maryland, Inc......................... 81,668
Columbia Gas of Ohio, Inc............................. 3,616,277
Columbia Gas of Pennsylvania, Inc..................... 1,132,515
Columbia Energy Group Service Corp.................... 686,082
Columbia Gulf Transmission Company.................... 809,292
Columbia Propane Corp................................. 230,143
Columbia LNG Corp..................................... 40,987
Columbia Natural Resources, Inc. ..................... 421,156
Columbia Gas of Virginia, Inc......................... 446,935
Columbia Electric Corp................................ 55,808
Columbia Energy Services.............................. 164,403
Columbia Network Services............................. 3,700
-----------
Total............................................. $11,778,139
===========
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<PAGE> 10
4. Distributions
As of December 31, 1997 and 1996, amounts due to participants who had
requested a withdrawal were $8,984,667 and $7,822,851 respectively.
5. Columbia Gas System Securities Litigation Settlement
The Columbia Gas Stock Fund's applicable Securities Litigation
Settlement ("Settlement") totaled $2,008,983. Upon receipt, the monies were
invested in Fidelity's Retirement Money Market Portfolio. On March 20, 1998,
$2,134,727 was distributed to current and former Plan participants who acquired
units of the Columbia Gas Stock Fund between January 19, 1990 and June 18, 1991.
The Settlement monies plus accumulated interest were allocated pursuant to the
methodology contained in the Stipulation of Settlement.
6. Confederation Life Guaranteed Investment Contract.
On August 12, 1994, the Confederation Life Insurance Company Guaranteed
Investment Contract ("GIC"), held by the Plan, was frozen by Canadian and
Michigan regulators. In order to provide liquidity to Plan participants who had
invested in the Retirement Money Market/GIC Fund, on September 20, 1995,
Columbia Energy Group, formerly The Columbia Gas System, Inc. (CG) and Columbia
Gas Transmission Corporation (TCO) lent the Plan $4,182,650 and $2,416,711,
respectively. As of May 15, 1998, $6,556,342 in proceeds from the liquidation of
Confederation Life Insurance Company assets had been received by the Trustee.
Proceeds totaling $4,152,405 and $2,404,937 were forwarded to CG and TCO,
respectively. The next payment will occur at the end of July 1998. Under the
loan's provisions, the principal is to be repaid in full to CG and TCO. After
the principal is repaid, any excess monies received on account of the
Confederation Life GIC will be paid to the Thrift Plan participants who were
invested in the Thrift Plan's Money Market/GIC Fund on the date of the
Confederation Life default, August 12, 1995. In no event shall the repayments to
CG and TCO exceed the principal amount of the notes.
7. Tax Status
See "Federal Tax Consequences" located elsewhere in this document for
additional discussion of the tax status.
The Plan received a favorable determination letter, dated November 28,
1990, from the Internal Revenue Service in which it ruled that the Plan is in
compliance with Sections 401(a) and 401(k) and the Trust is exempt from taxation
under Section 501(a) of the Internal Revenue Code (IRC). The Company is of the
opinion that the Plan, as amended, meets the IRC requirements and, therefore,
continues to be tax-qualified and tax-exempt.
8. Other
The accompanying Schedules A and B reflect additional detail by Fund of
the Statements of Net Assets Available for Benefits for the years ended December
31, 1997 and December 31, 1996 and Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 1997.
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<PAGE> 11
<TABLE>
Schedule A (Page 1 of 2)
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Assets
- -----------------------------------------------------------------------------------------------------------------------------------
Investments 12/31/97 Market Value Employer Contributions Participant Deposits Total Net Assets
Receivable Receivable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Columbia Gas Stock Fund $327,133,798 $906,598 $ 409,650 $328,450,046
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity Mutual Funds:
- -----------------------------------------------------------------------------------------------------------------------------------
Retirement Money Market 60,986,098 10,137 192,362 61,188,597
Portfolio
- -----------------------------------------------------------------------------------------------------------------------------------
Magellan Fund 32,031,366 2,285 194,600 32,228,251
- -----------------------------------------------------------------------------------------------------------------------------------
Contrafund 20,613,094 2,122 116,012 20,731,228
- -----------------------------------------------------------------------------------------------------------------------------------
Growth Company Fund 11,892,345 2,410 70,074 11,964,829
- -----------------------------------------------------------------------------------------------------------------------------------
Growth & Income Portfolio 54,286,745 6,782 238,609 54,532,136
- -----------------------------------------------------------------------------------------------------------------------------------
Intermediate Bond Fund 36,666,784 2,076 124,761 36,793,621
- -----------------------------------------------------------------------------------------------------------------------------------
Overseas Fund 9,416,950 1,311 50,014 9,468,275
- -----------------------------------------------------------------------------------------------------------------------------------
Europe Fund 5,039,683 360 20,256 5,060,299
- -----------------------------------------------------------------------------------------------------------------------------------
Pacific Basin Fund 1,241,893 193 10,667 1,252,753
- -----------------------------------------------------------------------------------------------------------------------------------
Balanced Fund 17,244,862 3,568 72,247 17,320,677
- -----------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund 3,746,107 791 21,874 3,768,772
- -----------------------------------------------------------------------------------------------------------------------------------
Short-Term Bond Fund 4,049,336 507 19,151 4,068,994
- -----------------------------------------------------------------------------------------------------------------------------------
Spartan U.S. Equity Index Fund 75,451,588 4,267 209,330 75,665,185
- -----------------------------------------------------------------------------------------------------------------------------------
Columbia Gas Litigation Settlement (note 5) 2,116,228 -- -- 2,116,228
- -----------------------------------------------------------------------------------------------------------------------------------
Loans to Participants 9,271,509 -- -- 9,271,509
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL $671,188,386 $943,407 $1,749,607 $673,881,400
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 12
<TABLE>
Schedule A (Page 2 of 2)
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Assets
- -----------------------------------------------------------------------------------------------------------------------------------
Investments 12/31/97 Market Value Employer Contributions Participant Deposits Total Net Assets
Receivable Receivable
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Columbia Gas Stock Fund $315,163,036 $ 948,474 $ 496,446 $316,607,956
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity Mutual Funds:
- -----------------------------------------------------------------------------------------------------------------------------------
Retirement Money Market Portfolio 63,338,627 16,774 213,506 63,568,907
- -----------------------------------------------------------------------------------------------------------------------------------
Magellan Fund 25,427,413 4,219 195,995 25,627,627
- -----------------------------------------------------------------------------------------------------------------------------------
Contrafund 14,692,522 5,429 101,277 14,799,228
- -----------------------------------------------------------------------------------------------------------------------------------
Growth Company Fund 9,411,407 3,599 61,103 9,476,109
- -----------------------------------------------------------------------------------------------------------------------------------
Growth & Income Portfolio 40,140,670 11,540 210,171 40,362,381
- -----------------------------------------------------------------------------------------------------------------------------------
Intermediate Bond Fund 40,243,765 4,403 152,262 40,400,430
- -----------------------------------------------------------------------------------------------------------------------------------
Overseas Fund 8,064,260 2,656 48,998 8,115,914
- -----------------------------------------------------------------------------------------------------------------------------------
Europe Fund 3,156,219 1,075 16,517 3,173,811
- -----------------------------------------------------------------------------------------------------------------------------------
Pacific Basin Fund 1,382,440 295 9,982 1,392,717
- -----------------------------------------------------------------------------------------------------------------------------------
Balanced Fund 13,409,495 4,294 74,980 13,488,769
- -----------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund 2,209,569 381 13,176 2,223,126
- -----------------------------------------------------------------------------------------------------------------------------------
Short-Term Bond Fund 3,448,915 383 21,666 3,470,964
- -----------------------------------------------------------------------------------------------------------------------------------
Spartan U.S. Equity Index Fund 60,565,817 6,358 203,921 60,776,096
- -----------------------------------------------------------------------------------------------------------------------------------
Columbia Gas Litigation Settlement (note 5) 2,008,983 -- -- 2,008,983
- -----------------------------------------------------------------------------------------------------------------------------------
Loans to Participants 7,228,579 -- -- 7,228,579
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL $609,891,717 $1,009,880 $1,820,000 $612,721,597
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE> 13
<TABLE>
Schedule B
(Page 1 of 2)
====================================================================================================================================
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
====================================================================================================================================
COLUMBIA RETIREMENT GROWTH GROWTH & INTERMEDIATE
TOTAL STOCK FUND MONEY MARKET MAGELLAN CONTRAFUND COMPANY INCOME BOND
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets Beginning
of Year $612,721,597 $316,714,700 $ 63,454,243 $25,627,625 $14,799,228 $ 9,476,107 $40,362,381 $40,400,431
- ------------------------------------------------------------------------------------------------------------------------------------
Net Investment Income 23,076,077 4,168,358 3,366,194 2,034,270 1,966,180 1,132,475 2,446,280 2,419,684
- ------------------------------------------------------------------------------------------------------------------------------------
Net Realized Gain/(Loss) 54,518,188 46,591,482 -- 778,278 451,279 293,168 1,799,599 (18,030)
on Securities Sold or
Distributed
- ------------------------------------------------------------------------------------------------------------------------------------
Net Change Unrealized 46,393,996 18,032,617 3,652,644 1,053,819 270,927 7,987,965 330,730
Appreciation/
(Depreciation) of
Investments
- ------------------------------------------------------------------------------------------------------------------------------------
Participants' Deposits 22,406,700 5,479,289 2,600,222 2,456,663 1,418,288 825,130 2,893,938 1,642,538
- ------------------------------------------------------------------------------------------------------------------------------------
Columbia Contributions 11,778,139 11,220,288 146,069 33,724 41,740 32,624 104,440 34,862
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to
Participants (97,177,272) (28,595,771) (37,918,282) (2,588,175) (2,107,829) (939,869) (5,574,477) (7,354,549)
- ------------------------------------------------------------------------------------------------------------------------------------
Interfund Exchanges -- (43,719,314) 28,983,197 317,939 3,117,805 876,199 4,721,052 (497,259)
- ------------------------------------------------------------------------------------------------------------------------------------
Loan Activity 163,975 (1,042,143) (100,621) (47,258) (5,642) 2,166 (202,068) (97,710)
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets, End of Year $673,881,400 $328,849,506 $ 60,531,022 $32,265,710 $20,734,868 $11,968,927 $54,539,110 $36,860,697
====================================================================================================================================
</TABLE>
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<PAGE> 14
<TABLE>
Schedule B
(Page 2 of 2)
====================================================================================================================================
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
====================================================================================================================================
SPARTAN COLUMBIA
PACIFIC CAPITAL SHORT-TERM U.S. EQUITY GAS LOAN
OVERSEAS EUROPE BASIN BALANCED APPRECIATION BOND INDEX LITIGATION ACTIVITY
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Assets,
Beginning of
Year $8,115,916 $3,173,811 $1,392,718 $13,488,770 $2,223,125 $3,470,964 $60,784,016 $2,008,983 $7,228,579
- ------------------------------------------------------------------------------------------------------------------------------------
Net Investment
Income 460,219 424,867 24,975 2,065,982 484,706 242,381 1,732,261 107,245 --
- ------------------------------------------------------------------------------------------------------------------------------------
Net Realized
Gain/(Loss) on
Securities
Sold or
Distributed 481,447 127,508 (32,980) 358,717 121,013 (6,150) 3,572,857 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Net Change
Unrealized
Appreciation/
(Depreciation)
of Investments (99,388) 364,488 (230,796) 713,649 (16,607) (380) 14,334,328 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Participants'
Deposits 650,183 250,843 128,068 931,538 248,680 256,374 2,624,946 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Columbia
Contributions 25,935 8,523 2,898 40,703 8,353 7,178 70,802 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to
Participants (552,465) (411,322) (78,506) (2,430,913) (134,932) (807,203) (7,682,979) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Interfund
Exchanges 436,040 1,112,793 39,524 2,272,889 855,303 936,587 547,245 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Loan Activity 1,539 10,648 6,852 (119,505) (20,869) (30,757) (233,587) -- 2,042,930
- ------------------------------------------------------------------------------------------------------------------------------------
Net Assets,
End of Year $9,519,426 $5,062,159 $1,252,753 $17,321,830 $3,768,772 $4,068,994 $75,749,889 $2,116,228 $9,271,509
====================================================================================================================================
</TABLE>
-14-
<PAGE> 15
Employer ID#: 13-1594808
Plan #: 002
<TABLE>
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
---------------------------------------------
ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1997
-----------------------
<CAPTION>
Identity of Issuer,
Borrower, Lessor,
or Similar Party* Description of Investment Cost Value
- ------------------- ------------------------- ---- -----
<S> <C> <C> <C>
Columbia 13,712,906 units of Columbia Gas Stock Fund(1) --(2) $327,133,798
Fidelity 60,986,098 shares of Retirement Money Market --(2) 60,986,098
Portfolio
Fidelity 336,217 shares of Magellan Fund --(2) 32,031,366
Fidelity 442,056 shares of Contrafund --(2) 20,613,094
Fidelity 274,523 shares of Growth Company Fund --(2) 11,892,345
Fidelity 1,424,849 shares of Growth & Income Portfolio --(2) 54,286,745
Fidelity 3,605,387 shares of Intermediate Bond Fund --(2) 36,666,784
Fidelity 289,396 shares of Overseas Fund --(2) 9,416,950
Fidelity 168,,326 shares of Europe Fund --(2) 5,039,683
Fidelity 101,545 shares of Pacific Basin Fund --(2) 1,241,893
Fidelity 1,129,330 shares of Balanced Fund --(2) 17,244,862
Fidelity 193,298 shares of Capital Appreciation Fund --(2) 3,746,107
Fidelity 465.441 shares of Short-Term Bond Fund --(2) 4,049,336
Fidelity 2,156,992 shares of Spartan U.S. Equity Index
Fund --(2) 75,451,588
Participants Loans to Participants -- 9,271,509
------------
TOTAL THRIFT PLAN(2) $669,072,158
</TABLE>
* All parties listed are considered parties-in-interest.
(1) Actual shares of The Columbia Gas System, Inc. Common Stock
held equals 4,131,362, valued at $324,570,127.
(2) Records are maintained by Fidelity on a fair market value
basis; therefore, historical cost basis information is
unavailable.
-15-
<PAGE> 16
Employer ID#: 13-1594808
Plan #: 002
<TABLE>
EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM
Item 27(d) Schedule of Reportable Transactions
----------------------------------------------
Individual Transactions By Issue
--------------------------------
For The Year Ended December 31, 1997
------------------------------------
<CAPTION>
Current Value of
Identity Description Purchase Selling Transaction Cost of Asset on Transaction Net Gain
of Party of Asset Price Price Expense Asset Date (Loss)
-------- ----------- -------- ------- ------- ------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
No Reportable Transactions
</TABLE>
NOTE: There were no lease rentals during the year.
-16-
<PAGE> 17
Employer ID#:13-1594808
Plan #: 002
<TABLE>
EMPLOYEES THRIFT PLAN OF COLUMBIA GAS SYSTEM
Item 27(d) Schedule of Reportable Transactions
Cumulative Transactions By Issue
For the Year Ended December 31, 1997
<CAPTION>
Current Value of
Identity Description Transaction Asset on Net Gain
of Party* of Asset Total Purchases Total Sales Expenses Cost of Asset Transaction Date or Loss
--------- -------- --------------- ----------- -------- ------------- ---------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Columbia Columbia Gas Stock Fund $39,430,874 -- $39,430,874 $39,430,874 --
Columbia Columbia Gas Stock Fund -- $96,251,730 (1) $96,251,730 $41,180,589
Fidelity Growth & Income Fund 20,988,313 -- 20,988,313 20,988,313 --
Fidelity Growth & Income Fund -- 16,629,803 (1) 16,629,803 2,650,238
Fidelity Retirement Money Market 82,397,013 -- 82,397,013 82,397,013 --
Fund
Fidelity Retirement Money Market -- 82,742,106 (1) 82,742,106 --
Fund
Fidelity Spartan U. S. Equity Index 20,468,321 -- 20,468,321 20,468,321 --
Fund
Fidelity Spartan U.S. Equity Index Fund 23,489,735 (1) 23,489,735 5,860,400
</TABLE>
* All parties listed are considered parties-in-interest.
(1) Records are maintained by Fidelity; historical cost information unavailable.
Note: There were no lease rentals during the year.
-17-
<PAGE> 18
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the Company's
previously filed Form S-8 Registration Statement File No. 33-42776.
ARTHUR ANDERSEN LLP
New York, New York
May 15, 1998
-18-
<PAGE> 19
FEDERAL TAX CONSEQUENCES
------------------------
(Unaudited)
NOTE: THE INFORMATION PROVIDED HEREIN IS INTENDED TO PROVIDE GENERAL INFORMATION
REGARDING THE FEDERAL TAX TREATMENT OF AN INDIVIDUAL'S WITHDRAWALS OF FUNDS FROM
THE PLAN. THE INFORMATION IS BASED ON CURRENT INTERNAL REVENUE CODE PROVISIONS
AND REGULATIONS IN EFFECT AS OF 1/1/98 AND DOES NOT ADDRESS ANY STATE AND LOCAL
TAX CONSEQUENCES OF PLAN WITHDRAWALS.
PARTICIPANTS ARE URGED TO CONSULT WITH THEIR PERSONAL TAX ADVISOR
BEFORE MAKING PLAN WITHDRAWALS.
Tax Treatment of Distributions and Withdrawals
If a participant withdraws money from the Plan, some or all of the participant's
withdrawal may be taxed. To the extent that any taxable money is sent directly
to the participant, the Trustee is required to withhold 20% of the taxable
amount to meet Federal tax requirements. A participant can avoid the 20% Federal
withholding requirement by requesting a direct rollover of all or part of the
taxable portion of the participant's withdrawal and distribution to an
Individual Retirement Account (IRA) or to another tax-qualified plan.
In addition to ordinary income taxes, a 10% additional income tax may be imposed
on the taxable portion of a participant's distribution unless:
o the participant is age 55 or older in the year he or she
terminates employment with Columbia,
o the participant is age 59-1/2 or over when he or she receives
the distribution,
o the withdrawal is due to disability or death,
o the withdrawal is used to pay unreimbursed medical expenses,
o payment is made to an alternate payee under a QDRO, or
o the withdrawal is rolled over directly to an Individual
Retirement Account (IRA) or another qualified plan.
Tax Treatment of Withdrawals
The following withdrawals are 100% taxable, even for hardship:
o Company contributions and their earnings,
o a participant's savings in a before-tax account and their
earnings,
o earnings on a participant's Rollover Contributions, lump sum
and after-tax deposits, and
o a participant's Rollover Contribution deposits.
-19-
<PAGE> 20
All of a participant's after-tax deposits made to the Plan before January 1,
1987 can be withdrawn during active employment for any reason with no taxes
applied to the withdrawal.
A participant's after-tax deposits made to the Plan after December 31, 1986 can
also be withdrawn for any reason, but such withdrawals are not tax free. Once a
participant has withdrawn all pre-1987 after-tax contributions, a portion of
each subsequent withdrawal from the participant's after-tax account will be
considered investment earnings, and will be taxable. The amount of your
withdrawal that is considered a return of the participant's after-tax savings,
and consequently non-taxable, will be determined as follows:
Total remaining savings before a participant's withdrawal in his or her
after-tax account contributed after December 31, 1986 divided by total remaining
savings in his or her after-tax account contributed after December 31, 1986,
plus his or her investment earnings multiplied by the total amount of the
withdrawal equals non-taxable portion of the participant's withdrawal.
For example:
o If savings in a participant's after-tax account
contributed after 12/31/86 equals $3,000
o And the investment earnings since 12/31/86 equals $1,000
o The total of the after-tax savings contributed after
12/31/86 plus investment earnings equals $4,000
o And the withdrawal equals $1,000
o 3/4 of the withdrawal will not be taxable ($3,000)/$4,000);
1/4 of the withdrawal will be taxable
o Non-taxable amount equals $ 750
o Taxable amount equals $ 250
In other words, in the above example, if a participant withdraws $1,000 from his
or her after-tax account that he or she contributed to the Plan after December
31, 1986, $750 would not be taxable; $250 would be considered by the IRS to be a
return of investment earnings and subject to regular income tax, the 20%
withholding requirement and possibly the 10% additional tax.
Tax Treatment of Withdrawals From a Participant's Before-Tax Account
A participant's before-tax contributions are not taxed when they go into his or
her account, rather they are fully taxed when withdrawn. If a participant
withdraws money from his or her account during active employment, the money will
be added to his or her
-20-
<PAGE> 21
other income for that year and taxed at the participant's applicable income tax
rate. Withdrawals during active employment may also be subject to a 10%
additional tax over and above any regular income taxes due, unless a participant
meets any of the conditions previously listed under Tax Treatment of
Distributions and Withdrawals. Loans from a participant's before-tax account are
not taxable.
If the withdrawal is payable to a participant, the withholding requirements
discussed previously apply. A participant can avoid the Federal withholding
requirement by requesting a direct transfer rollover to an IRA or another tax
qualified plan.
Possible Tax Advantages When Receiving a Lump Sum Distribution
If a participant receives a lump sum distribution of his or her account, he or
she may be able to defer or reduce their tax liability.
In general, a participant can use only one of the following tax advantages:
1. Deferral of tax liability
If a participant leaves the Company and receives a withdrawal from his or her
account, he or she may want to consider rolling all or part of the taxable
amount into an IRA or into another employer's tax qualified plan. By doing so,
the participant can continue to defer paying taxes on the money. If the
distribution of the account would otherwise be subject to the 10% additional
tax, this approach would also let the participant avoid paying this additional
tax if he or she leaves their money in the IRA or other plan until they are age
59-1/2.
2. Reduction of tax liability
If a participant takes a lump sum distribution of his or her account, he or she
may be entitled to special tax treatment such as five-year or ten-year averaging
or long-term capital gains treatment.
If the participant was younger than 50 years old on January 1, 1986, five-year
averaging tax treatment is currently available only once, and only if:
o the entire account balance is paid to the participant in one tax year
after age 59-1/2, and
o the individual was a Plan participant for five or more years.
Under five-year averaging, the lump sum distribution is taxed in one year as if
the participant had received it over five years and as if he or she had no other
income during that time. The tax rate used is the one effective during the year
the participant receives the distribution.
-21-
<PAGE> 22
If a participant was age 50 or over as of January 1,1986, he or she is
grandfathered under pre-1987 tax laws. This means that if the participant
receives the entire balance of his or her account in one tax year, he or she
will have a choice of:
o ten-year averaging under 1986 tax rates, or
o five-year averaging under the rates prevailing in the year he or she
receives the money.
If a participant is grandfathered, he or she can use five-year or ten-year
averaging at any time, but whichever method he or she chooses can only be used
once. The participant can choose whichever method is best for him or her.
However, to use either averaging method, he or she must have been a Plan
participant for five or more years.
-22-
<PAGE> 23
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Thrift Plan Committee has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
EMPLOYEES' THRIFT PLAN OF
COLUMBIA GAS SYSTEM
By /s/M.W. O'Donnell
----------------------------------
M. W. O'Donnell
Member, Thrift Plan Committee
June 29, 1998
-23-
