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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT
FOR THE QUARTER ENDED SEPTEMBER 30, 1998
Filed Pursuant to Rule 58 of the Public Utility Holding Company Act of 1935
COLUMBIA ENERGY GROUP
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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CONTENTS
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Page
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ITEM 1 - Organization Chart 2
ITEM 2 - Issuances and Renewals of Securities and Capital Contributions 3
ITEM 3 - Associated Transactions 3
ITEM 4 - Summary of Aggregate Investment 4
ITEM 5 - Other Investments 4
ITEM 6 - Financial Statements and Exhibits 5
Statements of Income 5
Balance Sheets 5
Exhibits 5
SIGNATURE 5
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ITEM 1 - ORGANIZATION CHART
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Name Energy or Percentage
of Reporting gas-related Date of State of of Voting Nature of
Company Company Organization Organization Securities Held Business
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<S> <C> <C> <C> <C> <C>
Alamco, Inc. Alamco August 7, 1997 Delaware 100% Exploration
(Alamco) and Production
of natural gas
and oil
Columbia Deep Water January 7, 1998 Delaware 100% (Non-FERC
Deep Water jurisdictional)
Services gas pipeline
Company development
(Deep Water)
Columbia CEGGC May 21, 1998 Delaware 100% Co-generation
Electric Gregory Power Plant
General Corp.
(CEGGC)
Columbia CEGLC May 21, 1998 Delaware 100% Co-generation
Electric Gregory Power Plant
Limited Corp.
(CEGLC)
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On August 7, 1997, Columbia Natural Resources, Inc. acquired Alamco, a gas and
oil production company that operates in the Appalachian Basin, for approximately
$100 million including the assumption of $24 million of outstanding debt. Under
the agreement, holders of Alamco received, on a fully diluted basis, $15.75 per
share of common stock.
On January 7, 1998, Columbia Capital Corporation, formerly known as Tristar
Capital Corporation, created a new subsidiary, Deep Water, for the purpose of
developing or acquiring gas pipeline projects and pipeline capacity and
associated products and services not subject to jurisdiction by the Federal
Energy Regulatory Commission. The new corporation is authorized to issue Ten
Thousand (10,000) shares of stock, each having a par value of one dollar ($1).
On January 21, 1998, the Board of Directors of Deep Water authorized to issue
and sell for cash to Columbia Capital Corporation up to five hundred (500)
shares of common stock, One Dollar ($1) par value per share, at a price of Ten
Thousand Dollars ($10,000) per share, of which the consideration received in
excess of par value will be designated as paid-in excess.
On May 21, 1998, Columbia Electric Corporation (CE) created two subsidiary
corporations for the purpose of participating in the Gregory Power Partners,
L.P., a Texas limited partnership (GPPLP) to be organized in connection with the
development, ownership, financing, construction and operation of a power
generation project to be located at the Reynolds Metal Company Sherwin Alumina
facility near Gregory, Texas.
CEGGC is authorized to issue 3,000 shares of stock, each having a par value of
one dollar ($1). On May 21, 1998, the Board of Directors of CEGGC authorized to
issue and sell for cash or other valuable consideration to CE up to One Thousand
(1,000) shares of common stock, one dollar ($1) par value per share, at a price
of Ten Thousand Dollars ($10,000) per share. Consideration given in excess of
par value was designated as paid-in excess. On July 9, 1998, CEGGC issued and
sold for cash to CE, Three (3) shares of common stock. On August 28, 1998, CEGGC
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issued and sold for cash to CE, Six (6) shares of common stock. Consideration
received in excess of par value was designated as paid-in excess.
CEGLC is authorized to issue 3,000 shares of stock, each having a par value of
one dollar ($1). On May 21, 1998, the Board of Directors of CEGLC authorized to
issue and sell for cash or other valuable consideration to CE up to One Thousand
(1,000) shares of common stock, one dollar ($1) par value per share, at a price
of Ten Thousand Dollars ($10,000) per share. Consideration given in excess of
par value was designated as paid-in excess. On July 9, 1998, CEGLC issued and
sold for cash to CE, One Hundred Twenty Two (122) shares of common stock. On
August 28, 1998, CEGGC issued and sold for cash to CE, Two Hundred Fifty Two
(252) shares of common stock. Consideration received in excess of par value was
designated as paid-in excess.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
SECURITIES:
(dollars)
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Company Type of Principal Person to Collateral to Consideration
Issuing Security Amount of Issue or Cost of Whom Security Given with Received for
Security Issued Security Renewal Capital was Issued Security Each Security
- -------- ------ -------- ------- ------- ---------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
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Confidential treatment requested.
CAPITAL CONTRIBUTIONS:
(dollars in thousands)
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<CAPTION>
Company Company Amount
Contributing Receiving of
Capital Capital Capital Contribution
------- ------- --------------------
<S> <C> <C>
</TABLE>
Confidential treatment requested.
ITEM 3 - ASSOCIATED TRANSACTIONS
Part I -- Transactions performed by reporting companies on behalf of associate
companies (dollars in thousands)
<TABLE>
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Reporting Associate
Company Company Types of Direct Indirect Total
Rendering Receiving Services Costs Costs Cost Amount
Services Services Rendered Charged Charged of Capital Billed
-------- -------- -------- ------- ------- ---------- ------
<S> <C> <C> <C> <C> <C>
</TABLE>
Confidential treatment requested.
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Part II -- Transactions performed by associate companies on behalf of reporting
companies (dollars)
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<CAPTION>
Associate Reporting
Company Company Types of Direct Indirect Total
Rendering Receiving Services Costs Costs Cost Amount
Services Services Rendered Charged Charged of Capital Billed
- -------- -------- -------- ------- ------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
Confidential treatment requested.
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
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<CAPTION>
Investments in energy-related companies:
(dollars in thousands)
<S> <C> <C>
Total consolidated capitalization as of September 30, 1998 $3,934,200 Line 1
Total capitalization multiplied by 15%
(line 1 multiplied by 0.15) $590,130 Line 2
Greater of $50 million or line 2 $590,130 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Energy-related business *
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Total current aggregate investment * Line 4
----------
Difference between the greater of $50 million or 15%
of capitalization and the total aggregate investment
of the registered holding company system
(line 3 less line 4) * Line 5
Investments in gas-related companies *
* Confidential treatment requested.
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ITEM 5 - OTHER INVESTMENTS
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<CAPTION>
Major Line Other Other
of Energy-Related Investment in last Investment in this Reason for difference in
Business U-9C-3 Report U-9C-3 Report Other Investment
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<S> <C> <C> <C>
</TABLE>
Confidential treatment requested.
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as a part of this report.
Financial Statements:
Income Statements -- Confidential treatment requested.
Balance Sheets -- Confidential treatment requested.
Exhibits:
1. Copies of contracts required to be provided by Item 3 shall be filed as
exhibits.
NOT APPLICABLE
2. Certificate stating that a copy of the reports for the previous quarter
has been filed with interested state commissions shall be filed as an
exhibit. The certificate shall provide the names and addresses of the
state commissions.
NOT APPLICABLE.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Columbia Energy Group
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(Registrant)
Date: November 30, 1998 By: /s/ M. W. O'Donnell
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M. W. O'Donnell
Senior Vice President & Chief Financial Officer
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