<PAGE> 1
File No. 70-8925
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 6 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
-----------------------------------------------------------------
COLUMBIA ENERGY GROUP
COLUMBIA ENERGY GROUP SERVICE CORPORATION
COLUMBIA LNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA POWER MARKETING CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
ENERGY.COM CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ASSURANCE AGENCY, 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.
205 Van Buren
<PAGE> 2
Herndon, VA 22070
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO - DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
900 Pennsylvania Avenue
Charleston, WV 25302
COLUMBIA GAS TRANSMISSION CORPORATION
12801 Fair Lakes Parkway
Fairfax, VA 22030-0146
COLUMBIA GULF TRANSMISSION COMPANY
2603 Augusta, Suite 125
Houston, TX 77057
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 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
-------------------------------------------------------------------
(Names of company or companies filing this statement
and addresses of principal executive offices)
COLUMBIA ENERGY GROUP
-------------------------------------------------------------------
(Name of top registered holding company parent of
each applicant or declarant)
<PAGE> 3
J. W. Trost, Vice President
COLUMBIA ENERGY GROUP SERVICE CORPORATION
12355 Sunrise Valley Drive
Suite 300
Reston, VA 20191-3420
-----------------------------------------
(Name and address of agent for service)
Names and Addresses of Subsidiary Company Agents for Service:
M. A. CHANDLER, Vice President and
Chief Financial Officer
Columbia Natural Resources, Inc.
Alamco, Inc.
Alamco-Delaware, Inc.
Hawg Hauling & Disposal, Inc.
Columbia Natural Resources Canada, Ltd.
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
<PAGE> 4
J. W. TROST, Vice President
Columbia Energy Group Service Corporation
Columbia Energy Marketing Corporation
Columbia Assurance Agency, Inc.
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
J. W. GROSSMAN, Treasurer
Columbia Atlantic Trading Corporation
TriStar Capital 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, Treasurer and 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 Energy Services Corporation
Columbia Power Marketing Corporation
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191-3420
S. J. HARVEY, Treasurer
Energy.com Corporation
205 Van Buren Street, Suite 120
Herndon, VA 20170-5336
<PAGE> 5
K. BRIGGS, Assistant Controller
Columbia Service Partners, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
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
- ------------------------------------------------------------------------------
(Names and Addresses of Other Agents for Service)
<PAGE> 6
Item 1. Description of 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.
On January 7, 1998, Columbia formed a Delaware corporation under the
name of Columbia Deep Water Services Company ("Deep Water"). Deep Water was
formed pursuant to Rule 58(b)(2)(i) promulgated under the Public Utility Holding
Company Act of 1935. Deep Water is a wholly-owned subsidiary of TriStar Capital
Corporation ("TriStar Capital"), which is a direct subsidiary of Columbia. Deep
Water was formed to develop, and potentially acquire, non-FERC jurisdictional
pipeline projects and pipeline capacity, and associated products and services.
Such developments or acquisitions may be part of a joint venture with affiliated
or non-affiliated entities. Deep Water will offer such pipeline projects and
pipeline capacity and associated products and services to producers, pipelines
and other interested parties.
When Deep Water generates cash in excess of its immediate cash
requirements, such temporary cash may, at Deep Water's option, be invested in
the Money Pool.
Deep Water may, from time to time, require short-term funds to meet
normal working capital requirements. It is proposed that Deep Water would borrow
such short-term funds from Columbia(2) or from the Money Pool. Such loans to
Deep Water through the Money Pool will be made pursuant to a short-term grid
note, consistent with the Omnibus Financing Order, as supplemented by the
December 22, 1997 order.
The cost of money on all short-term advances 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
- ----------------------
1 Formerly named The Columbia Gas System, Inc.
2 Deep Water will rely on Rule 52 for any borrowings from Columbia
outside of the Money Pool.
1
<PAGE> 7
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 Deep Water to
participate in the Money Pool.
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.
Services of Columbia Energy Group Service Corporation in
connection with the preparation of this Post-Effective
Amendment to the Application-Declaration ...................... $1,000
(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.
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 Deep Water 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.
2
<PAGE> 8
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 April 1, 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
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: February 24, 1998 by: /s/ M. W. O'Donnell
------------------------
M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
3
<PAGE> 9
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
DATE: February 24, 1998 by: /s/ M. A. Chandler
----------------------
M. A. Chandler, Vice President and
Chief Financial Officer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: February 24, 1998 by: /s/ P. R. Aldridge
----------------------
P. R. Aldridge, President
COLUMBIA GAS OF KENTUCKY, INC.
COLUMBIA GAS OF OHIO, INC.
COLUMBIA GAS OF MARYLAND, INC.
COLUMBIA GAS OF PENNSYLVANIA, INC.
COLUMBIA GAS OF VIRGINIA, INC.
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 POWER MARKETING CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
ENERGY.COM CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ASSURANCE AGENCY, 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
4
<PAGE> 10
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
DATE: February 24, 1998 by: /s/ J. W. Trost
--------------------------
J. W. Trost, Vice President
5
