<PAGE> 1
As filed with the Securities and Exchange Commission on June 1, 1998.
Registration No. 33-42776
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1*
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COLUMBIA ENERGY GROUP
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 13-1594808
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12355 SUNRISE VALLEY DRIVE,
SUITE 300, RESTON, VA 20191-3420
(Address of Principal Executive Office) (Zip Code)
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EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP
(Formerly named "Employees' Thrift Plan of Columbia Gas System")
(Full Title of the Plan)
---------------
MICHAEL W. O'DONNELL
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
COLUMBIA ENERGY GROUP
12355 SUNRISE VALLEY DRIVE
SUITE 300, RESTON, VA 20191-3420
(Name and Address of Agent For Service)
(703) 295-0300
(Telephone Number, Including Area Code, of Agent For Service)
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* This Post-Effective Amendment No. 1 is filed pursuant to Rule 416(b)
under the Securities Act of 1933, as amended, with respect to shares of
Common Stock of the Registrant, and reflects a three-for-two split of
the Registrant's Common Stock, distributed in the form of a Common Stock
dividend, to be effective June 15, 1998.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation law, the law of the
state of incorporation of the Corporation, confers broad powers upon Delaware
corporations with respect to indemnification of any person against liabilities
incurred by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other business entity. The provisions of Section 145 are not exclusive of any
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement or otherwise.
The Corporation's Restated Certificate of Incorporation requires the
Corporation to indemnify its directors and officers and certain other persons
serving at the request of the Corporation to the fullest extent permitted by
Delaware law and to advance litigation expenses, and permits the Corporation to
maintain director and officer liability insurance. Director and officer
liability insurance has been purchased for all of the Corporation's directors
and officers, and directors and officers of subsidiary companies. Subject to
policy terms and conditions, that insurance indemnifies individual directors and
officers for related costs, damage or charges, including litigation
expenditures, incurred as a result of actual or alleged wrongful acts. The
coverage also reimburses the Corporation and its subsidiary companies for
amounts paid by them to indemnify covered directors and officers.
The Restated Certificate of Incorporation also contains a provision that
eliminates the personal liability of the Corporation's directors for monetary
damages to the Corporation and its stockholders for breach of fiduciary duty as
a director of the Corporation to the fullest extent permitted by the Delaware
General Corporation Law.
ITEM 8. EXHIBITS.
The exhibits filed as part of this Registration Statement are as follows:
<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<S> <C>
4-A-1 Restated Certificate of Incorporation of The Columbia Gas System, Inc., dated as of
November 28, 1995.
4-A-2 Certificate of Ownership and Merger, Merging Columbia Energy Group into The
Columbia Gas System, Inc.
4-B By-Laws of The Columbia Gas System, Inc., as amended, dated November 18, 1987.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
4-C Indenture dated as of November 28, 1995 between the Corporation and Marine
Midland Bank, Trustee.
4-D First Supplemental Indenture dated as of November 28, 1995 between the
Corporation and Marine Midland Bank, Trustee.
4-E Second Supplemental Indenture dated as of November 28, 1995 between the
Corporation and Marine Midland Bank, Trustee.
4-F Third Supplemental Indenture dated as of November 28, 1995 between the
Corporation and Marine Midland Bank, Trustee.
4-G Fourth Supplemental Indenture dated as of November 28, 1995 between the
Corporation and Marine Midland Bank, Trustee.
4-H Fifth Supplemental Indenture dated as of November 28, 1995 between the
Corporation and Marine Midland Bank, Trustee.
4-I Sixth Supplemental Indenture dated as of November 28, 1995 between the
Corporation and Marine Midland Bank, Trustee.
4-J Seventh Supplemental Indenture dated as of November 28, 1995 between the
Corporation and Marine Midland Bank, Trustee.
23 Written consent of Arthur Andersen LLP, independent public accountants.
</TABLE>
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of Reston,
Commonwealth of Virginia, on May 20, 1998.
Columbia Energy Group
---------------------------
(Registrant)
By /s/ Michael W. O'Donnell
---------------------------
Michael W. O'Donnell
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Oliver G. Richard III Chairman, Chief Executive Officer, May 20, 1998
------------------------- President and Director (Principal
Oliver G. Richard III Executive Officer)
/s/ Michael W. O'Donnell Senior Vice President May 20, 1998
------------------------- (Chief Financial Officer)
Michael W. O'Donnell
/s/ Jeffrey W. Grossman Vice President & Controller May 20, 1998
------------------------- (Principal Accounting Officer)
Jeffrey W. Grossman
/s/ Richard F. Albosta Director May 20, 1998
------------------------
Richard F. Albosta
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Robert H. Beeby
------------------------
Robert H. Beeby Director May 20, 1998
/s/ Wilson K. Cadman
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Wilson K. Cadman Director May 20, 1998
/s/ James P. Heffernan
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James P. Heffernan Director May 20, 1998
/s/ Karen L. Hendricks
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Karen L. Hendricks Director May 20, 1998
/s/ Malcolm T. Hopkins
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Malcolm T. Hopkins Director May 20, 1998
/s/ J. Bennett Jognson
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J. Bennett Johnston Director May 20, 1998
/s/ Malcolm Jozoff
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Malcolm Jozoff Director May 20, 1998
/s/ William E. Lavery
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William E. Lavery Director May 20, 1998
/s/ Gerald E. Mayo
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Gerald E. Mayo Director May 20, 1998
/s/ Douglas E. Olesen
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Douglas E. Olesen Director May 20, 1998
/s/ William R. Wilson
------------------------
William R. Wilson Director May 20, 1998
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Employees' Thrift Plan of Columbia
Energy Group) have duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Reston, Commonwealth of Virginia, on May 20,
1998.
EMPLOYEES' THRIFT PLAN OF
COLUMBIA ENERGY GROUP
--------------------------
(Plan)
By /s/ M. W. O'Donnell
--------------------------
M. W. O'Donnell
Chairman of the Employees'
Thrift Plan Committee
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EXHIBIT INDEX
Reference is made in the two right hand columns below to those exhibits which
have heretofore been filed with the Commission. Exhibits so referred to are
incorporated herein by reference.
<TABLE>
<CAPTION>
Reference
File No. Exhibit
-------- -------
<S> <C> <C> <C>
4-A-1 The Columbia Gas System, Inc. Restated 1-1098 3-A
Certificate of Incorporation dated as of
November 28, 1995.
4-A-2 Certificate of Ownership and Merger, Merging 33-64555 4-S
Columbia Energy Group into The Columbia
Gas System, Inc.
4-B By-Laws of The Columbia Gas System, Inc., 1-1098 3-B
as amended, dated November 18, 1987.
4-C Indenture dated as of November 28, 1995 33-64555 4-S
between the Corporation and Marine Midland
Bank, Trustee
4-D First Supplemental Indenture dated as of 33-64555 4-T
November 28, 1995 between the Corporation
and Marine Midland Bank, Trustee.
4-E Second Supplemental Indenture dated as of 33-64555 4-U
November 28, 1995 between the Corporation
and Marine Midland Bank, Trustee.
4-F Third Supplemental Indenture dated as of 33-64555 4-V
November 28, 1995 between the Corporation
and Marine Midland Bank, Trustee.
4-G Fourth Supplemental Indenture dated as of 33-64555 4-W
November 28, 1995 between the Corporation
and Marine Midland Bank, Trustee.
4-H Fifth Supplemental Indenture dated as of 33-64555 4-X
November 28, 1995 between the Corporation
and Marine Midland Bank, Trustee.
4-I Sixth Supplemental Indenture dated as of 33-64555 4-Y
November 28, 1995 between the Corporation
and Marine Midland Bank, Trustee.
</TABLE>
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<TABLE>
<S> <C> <C> <C>
4-J Seventh Supplemental Indenture dated as of 33-64555 4-Z
November 28, 1995 between the Corporation
and Marine Midland Bank, Trustee.
23* Written consent of Arthur Andersen LLP,
independent public accountants.
</TABLE>
*Filed herewith
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 23, 1998, included in Columbia Energy Group's 1997 Annual Report on
Form 10-K, and our report dated June 4, 1997 included in the Annual Report on
Form 11-K of the Employees' Thrift Plan of Columbia Gas System (renamed the
"Employees' Thrift Plan of Columbia Energy Group") for the year ended December
31, 1996.
Arthur Andersen LLP
New York, New York
June 1, 1998
