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File No. 70-9131
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM U-1/A
AMENDMENT NO. 3 TO
JOINT 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 ENERGY POWER MARKETING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY MARKETING CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
ENERGY.COM CORPORATION
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
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TRISTAR GEORGETOWN LIMITED CORPORATION
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
205 Van Buren
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 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)
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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)
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
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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
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, 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 Energy Power Marketing Corporation
12355 Sunrise Valley Drive, Suite 300
Reston, VA 20191-3420
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S. J. HARVEY, Treasurer
Energy.com Corporation
205 Van Buren Street, Suite 120
Herndon, VA 20170-5336
C. KADLIC, Assistant Controller
Columbia Service Partners, Inc.
1600 Dublin Road
Columbus, OH 43215-1082
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(Names and Addresses of Other Agents for Service)
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Columbia Energy Group(1) ("Columbia"), a registered holding company
under the Public Utility Holding Company Act of 1935 (the "Act"), and its
nonutility subsidiaries hereby submit for filing this Amendment No. 3 to the
Joint Application-Declaration on Form U-1 in File No. 70-9131 to amend and
restate the Joint 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, a Delaware corporation and a holding company registered with
the U. S. Securities and Exchange Commission ("Commission") under the Act, and
its direct and indirect nonutility subsidiary companies (collectively, the
"Group") are requesting Commission approval to update and expand the Group's
existing consumer services authority.
By order dated March 25, 1996, the Commission authorized Columbia to
establish one or more direct or indirect subsidiaries to engage in the business
of providing energy-related services to customers of local distribution
companies ("LDCs") affiliated with Columbia and to customers of nonaffiliated
LDCs that are served by Columbia's interstate natural gas transmission
companies. In particular, the Commission approved the following consumer
services:
1) Safety Inspections -- Residential and small commercial business
customers may be offered an array of energy assessment and
energy-related safety inspections such as carbon monoxide and radon
testing and wire safety checks;
2) Appliance Financing -- The consumer services company may provide
customer financing in the form of short-term loans to cover the period
of installation of energy-related appliances until permanent financing
can be obtained by the customer, or long-term loans for a period not to
exceed the lesser of 10 years or the expected useful life of the
equipment;
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(1) Columbia Energy Group, Columbia Energy Group Service Corporation, Columbia
Electric Corporation and Columbia Energy Power Marketing Corporation are the new
names of The Columbia Gas System, Inc., Columbia Gas System Service Corporation,
TriStar Ventures Corporation and Columbia Power Marketing Corporation,
respectively.
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3) Billing Insurance -- The consumer services company, through a
contractual arrangement with American Banker's Insurance Group or
another vendor, may provide bill payment protection for customers up to
$400 a month for six months should the customer become unemployed,
disabled or die;
4) Appliance Repair Warranty -- Customers may be offered an appliance
repair service for their heating and air conditioning systems and other
major appliances;
5) Gas Line Repair Warranty -- Customers may be offered an opportunity
to warrant against the cost of repair of faulty gas service lines
located both within and external to the customer's location;
6) Merchandising of Energy Related Goods -- Customers may be offered the
opportunity to purchase energy-related devices such as water heaters,
gas grills, gas logs and furnaces;
7) Commercial Equipment Service -- Operators of commercial equipment may
be offered a repair warranty program that would respond to faulty
equipment;
8) Bill Risk Management Products -- A variety of programs may be made
available to gas customers interested in hedging energy price or
consumption fluctuations;
9) Consulting and Fuel Management Services -- Commercial and industrial
customers may be offered advisory and/or management services regarding
energy consumption and its measurement;
10) Electronic Measurement Services -- Commercial and industrial
customers may be offered a variety of enhanced measurement and billing
services that will enable them to better monitor their energy
consumption and expenditures.
The Commission further authorized the provision to end-use customers served by
the Columbia LDCs or by LDCs that are served by the Columbia transmission
companies with certain incidental services related to the consumption of energy
and the maintenance of property by those end-users, where the need for the
service arises as a result of, or evolves out of, the above services and the
incidental services do not differ materially from the enumerated services. The
order cites incidental services related to: maintenance, financing or sale (but
not manufacture) of the energy-consuming equipment; the measurement, analysis,
risk management or other services relating to the energy commodity itself; and
the process by
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which the end-user arranges for delivery, acquires, consumes and pays for the
energy commodity. The Columbia Gas System, Inc., Holding Co. Act Release No.
26498 (March 25, 1996) (the "1996 Service Partners Order"). Columbia Service
Partners, Inc. ("Service Partners") is currently the Columbia entity that is
engaged in the above consumer services business.
The 1996 Service Partners order is subject to certain limitations. Among
other things, the order, which was issued prior to the adoption of Rule 58,
limits customer financing authority, restricts the terms of billing insurance,
limits the provision of services to customers of LDCs affiliated with Columbia
and to customers of nonaffiliated LDCs that are served by Columbia's interstate
natural gas transmission companies and requires that the revenues from sales in
states served by Columbia's LDCs must exceed revenues from customers in all
other states.(2) Columbia and Service Partners are asking the Commission to
remove these limitations on the consumer services business previously
authorized.
In addition, Columbia wishes to expand its consumer services authority
to enable it to offer a full range of services, through one or more, direct or
indirect, existing or newly formed subsidiaries (collectively, the "Energy
Services Company"), either independently or through a joint venture or an
alliance with a nonassociate company to customers both domestically and
world-wide. Consistent with the Commission's precedent, Columbia seeks
authority, to the extent not previously granted, for the Energy Services Company
to provide:
--- Energy Management Services involving the marketing, sale,
installation, testing, operation and maintenance of various
products and services related to
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(2) It should be noted that other similarly-situated registered holding
companies have not been so restricted. See, e.g., Cinergy Corp., Holding Co. Act
Release No. 26662 (Feb. 7, 1997) (the "Cinergy Solutions Order") (no customer
revenue restrictions on consumer services business), and New Century Energies,
Inc., Holding Co. Act Release No. 26748 (Aug. 1, 1997) (the Commission
authorized the new registered holding company to provide to domestic customers,
wherever located, various retail services including "energy analysis, project
management, design and construction, energy efficient equipment installation and
maintenance, facilities management services, environmental services and
compliance, fuel procurement, and other similar kinds of managerial and
technical services"). In addition, the Commission explicitly removed such
geographic restrictions with respect to companies acquired pursuant to Rule 58,
as well as with respect to businesses that could have been acquired pursuant to
the rule.
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the business of energy management and demand-side management,
often on a turn-key basis. Energy Management Services may include
energy and efficiency audits; facility design and process control
and enhancements; construction, installation, sales and
maintenance of (and training client personnel to operate) energy
conservation equipment; design, implementation, monitoring and
evaluation of energy conservation programs; development and
review of architectural, structural and engineering drawings for
energy efficiencies, design and specification of energy consuming
equipment; and general advice on programs, as contemplated by
Rule 58(b)(1)(i). In addition, Energy Management Services may
include the design, construction, installation, testing, sales
and maintenance of new and retrofit heating, ventilating, and air
conditioning ("HVAC"), electrical and power systems, alarm and
warning systems, motors, pumps, lighting, water,
water-purification and plumbing systems, and related structures
as approved by the Commission in the Cinergy Solutions Order in
connection with energy-related needs. The Energy Services Company
also may provide conditioned power services, that is, services
and products designed to prevent, control, or mitigate adverse
effects of power disturbances on a customer's electrical system
to ensure the level of power quality required by the customer,
particularly with respect to sensitive electronic equipment,
again as approved in the Cinergy Solutions Order.
--- Retail Services. The Energy Services Company may also provide
service line repair and extended warranties with respect to all
of the utility or energy-related service lines internal and
external to a customer's premises, and other similar or related
services, including surge protection. See the Cinergy Solutions
Order. The Energy Services Company may also provide centralized
bill payment centers for "one stop" payment of all utility and
municipal bill and related services, and annual inspection,
maintenance and replacement of any utility or energy-related
equipment or appliances. See Consolidated Natural Gas Co.,
Holding Co. Act Release No. 26363 (Aug. 28, 1995) (the "1995 CNG
Order"). Columbia also proposes to offer marketing services to
associate and nonassociate businesses in the form of bill insert
and automated meter-reading services. See Consolidated Natural
Gas Co., Holding Co. Act Release No. 26757 (Aug. 27, 1997) (the
"1997 CNG Order"). To the extent such services are provided to
associate public utility companies, they will be rendered at cost
in accordance with Section 13 and the rules thereunder. Columbia
requests that the Commission reserve jurisdiction over the
provision of Retail Services outside of the United States,
pending completion of the record.
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--- Performance Contracting Services and the provision of related
systems. Performance contracting is a service that combines
engineering and financial expertise to develop cost reduction
strategies that will enable customers to realize energy and other
resource efficiency goals. These services, which can be
implemented on a start-up or retrofit basis, usually entail
design, engineering, installation and measurement services, with
a guarantee of operational and energy-related savings to ensure
that the customer is achieving the projected results. Specific
functions may include process control, fuel management and asset
management services, in respect of energy-related systems,
facilities and equipment, including distribution systems and
substations, transmission, storage and peak-shaving facilities,
gas supply and/or electric generation facilities (stand-by
generators and self-generation facilities), boilers, chillers
(refrigeration and coolant equipment), alarm/warning systems,
HVAC, water and lighting systems which are located on or adjacent
to the premises of a customer and used by that customer in
connection with its business activities, as well as environmental
compliance, energy supply and building automation systems and
controls, as authorized in the Cinergy Solutions Order. In
particular, asset management services will include: development;
engineering; design; construction and construction management;
pre-operational start-up testing and commissioning; long-term
operations and maintenance, including system overhaul; load
control and network control; fuel procurement, transportation and
storage; fly-ash and other waste disposal; management and
supervision; technical, training and administrative support; and
any other managerial or technical services required to operate,
maintain and manage energy-related assets physically associated
with customer premises or to operate, maintain and manage
independent power projects and district thermal energy systems.
Without obtaining the prior approval of the Commission in a
separate filing, Energy Services Company will not undertake any
asset management service if, as a result thereof, Energy Services
Company would become a "public utility company" within the
meaning of the Act. The Energy Services Company may also provide
Performance Contracting Services to qualifying and non-qualifying
cogeneration and small power production facilities under the
Public Utility Regulatory Policies Act of 1978. See Rule
58(b)(1)(viii). Columbia requests that the Commission reserve
jurisdiction over the provision of Performance Contracting
Services outside of the United States, pending completion of the
record.
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--- Municipality Management Services. These include asset management
services for municipalities and electric cooperatives, as
permitted under the Cinergy Solutions Order. In addition, the
Energy Services Company may act as agent for energy management
matters, including the operation and dispatch of generating
facilities, for municipalities and utility cooperatives. See
Louis Dreyfus Electric Power, SEC No-Action Letter (April 8,
1996) (energy management activities for a municipality were not
utility operation). Columbia requests that the Commission reserve
jurisdiction over the provision of Municipality Management
Services outside of the United States, pending completion of the
record.
--- Consulting Services with respect to energy- and gas-related
matters for associate and nonassociate companies, and
individuals. The Consulting Services include technical and
consulting services involving technology assessments, power
factor correction and harmonics mitigation analysis, meter
reading and repair, rate schedule design and analysis,
environmental services, engineering services, billing services
(including consolidation billing and bill disaggregation tools),
risk management services, communications systems, information
systems/data processing, system planning, strategic planning,
finance, feasibility studies, and other similar or related
services. See the Cinergy Solutions Order; see also Rule
58(b)(1)(vii). To the extent such services are provided to
associate public utility companies, they will be rendered at cost
in accordance with Section 13 and the rules thereunder.
--- Monitoring and Response Services for, among other things, fire,
security, building automation and critical application processes.
The Energy Services Company may offer products and services to be
used in connection with energyand gas-related activities. Such
products and services will enhance safety, increase
energy/process efficiency, or provide energy-related information,
such as security systems (including, but not limited to, carbon
monoxide, smoke and fire detectors, and fire extinguishers), as
well as repair services in connection with such problems as
carbon monoxide leaks and faulty equipment wiring. Such services
may involve the operation of call/dispatch centers for associate
and nonassociate companies in connection with the provision of
goods and services as described in this application or otherwise
authorized for members of the Group under the Act. These products
are an extension of, and in connection with, the Safety
Inspections that were authorized in the 1996 Service Partners
Order. The Commission has approved similar activities for other
registered
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holding companies. See, e.g., the 1997 CNG Order. Columbia
requests that the Commission reserve jurisdiction over the
provision of Monitoring and Response Services outside of the
United States, pending completion of the record.
--- Energy Peaking Services via propane-air/LNG. This involves the
provision of back-up electricity or gas supply in periods of high
or "peak" energy demand. propane-air (a mixture) or liquefied
natural gas ("LNG"), stored nearby or on-site, are fuel sources
for such back-up services. The Commission has previously
authorized registered holding companies to provide propane
services. See the 1995 CNG Order. Columbia requests that the
Commission reserve jurisdiction over the provision of Energy
Peaking Services outside of the United States, pending completion
of the record.
--- Project Development and Ownership involving the installation and
ownership of gas-fired turbines for on-site generation and
consumption of electricity. See the 1995 CNG Order. Columbia
requests that the Commission reserve jurisdiction over the
provision of Project Development and Ownership Services outside
of the United States, pending completion of the record.
--- Customer Appreciation/Retention Programs intended to promote good
will and thereby consolidate the customer base for Columbia's
nonregulated activities. Such programs could include the offering
of prepaid phone cards or affinity cards with which cardholders
could accumulate credits to be applied to the purchase of goods
and services from Columbia and its affiliates. Such programs are
anticipated to result in nominal revenues for Columbia and its
affiliates. Rather, the benefits will be in the form of enhanced
customer relationships. The applicants believe that activities to
promote good will and thereby consolidate and expand the customer
base for Columbia's nonregulated activities are in the ordinary
course of business of a registered holding company, and so should
be permitted under Section 9(c)(3) of the Act. Columbia requests
that the Commission reserve jurisdiction over the provision of
Customer Appreciation/Retention Programs outside of the United
States, pending completion of the record.
--- Other Energy-Related Goods and Services related to the categories
of services listed above, as well as those approved in the 1996
Service Partners Order. The proposed incidental products and
services would be closely related to the
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consumption of energy and/or the maintenance of energy consuming
property by customers. The need for such products and services
would arise as a result of, or evolve out of and not differ
materially from, the services approved in the 1996 Service
Partners Order or proposed in this application. The proposed
incidental goods and services would not involve the manufacture
of energy-consuming equipment but could be related to, among
other things, the maintenance, financing, sale or installation of
such equipment. See the 1997 CNG Order.
Provision of the above goods and services, which are closely related to the
system's core energy business, is intended to complement Columbia's existing
consumer services authority in furtherance of Columbia's goal to become a
full-service energy provider. No company in the Columbia group of companies will
undertake any such activity without further Commission approval if, as a result
thereof, it would become a public utility company within the meaning of the Act.
Columbia may undertake the proposed business activities through one or
more existing or newly-formed, direct or indirect, subsidiaries. In addition, it
is contemplated that Columbia, directly or through its subsidiary companies, may
acquire, directly or indirectly, the securities or an interest in the business
of nonassociate companies that derive substantially all of their revenues from
the above activities. See the Cinergy Solutions Order.
Columbia seeks authority for the Energy Services Company to provide
financing to, or broker nonassociate third-party financing for, customers in
connection with all of its authorized consumer services. Financing would also be
available for purchases by the Group's utility customers of energy-related
equipment from a nonassociated third party. Customer financing may take the form
of, among other things, direct loans, leases, installment purchase arrangements
and loan guarantees. Interest on loans and imputed interest on lease payments
will be secured or unsecured. Any obligations acquired from customers may be
assigned to banks, leasing companies or other financial institutions, with or
without recourse. See the Cinergy Solutions Order.
Columbia asks the Commission for authority to invest up to $250 million
through December 31, 2003 in connection with the provision of the energy
services described in this application within the United States and up to $50
million, through December 31, 2003, in connection with the provision of the
energy services described in this application outside of the United States.
Columbia asks the Commission, consistent with its decision in the Cinergy
Solutions Order, to permit the provision of the following services outside of
the United States:
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Energy Management Services, Consulting Services and related customer financing.
Also consistent with the Cinergy Solutions Order, Columbia asks the Commission
to reserve jurisdiction over the provision of the remaining energy services
described in this application outside of the United States, pending completion
of the record.
Columbia represents that it will not seek recovery through higher rates
to customers of the Group's public utility company subsidiaries to compensate it
for any losses the Energy Services Company may sustain, increased operating
costs, or inadequate returns the Energy Services Company may realize, resulting
from the proposed consumer services.
It is contemplated that the Columbia local distribution companies will
assist the Energy Services Company with customer billing, accounting and other
energy-related services for consumer services offered to the Group's utility
customers. The use of such personnel by the Energy Services Company will not
impair the Group's utility service. If, at any time, the utility staff levels
are not adequate to handle these extra responsibilities, staff will be added to
the Energy Services Company to meet the increased demand. All services between
the Group utilities and the Energy Services Company will be billed at cost in
accordance with Section 13(b) of the Act and Rules 87, 90 and 91 thereunder. See
the 1996 Service Partners Order. To the extent permitted by law, the Consumer
Services Companies, including Service Partners, may compete with other companies
in the Columbia Group.
* * * * *
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 to file, within 45 days after the end of each calendar
quarter, a Rule 24 statement that includes:
(1) a narrative report of business activities for the quarter,
separately identifying and providing information with respect to
activities conducted by the
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Energy Services Company in each of its lines of business, namely, Energy
Management Services, Retail Services, Performance Contracting Services,
Municipality Management Services, Consulting Services, Monitoring and
Response Services, Energy Peaking Services, Project Development and
Ownership, Customer Appreciation/Retention Programs and Other
Energy-Related Goods and Services;
(2) a description of any services received by the Energy Services
Company from the LDCs and the aggregate dollar value thereof;
(3) unaudited financial information, including an income statement,
balance sheet and cash flow statement for any entity formed or acquired
pursuant to the requested authority and a summary of any nonexempt
guarantees of the Energy Services Company's then-outstanding debt or
other obligations, including the aggregate amount thereof; and
(4) copies of any memorandum of understanding or contract pursuant to
which the Energy Services Company engages in long-term operation, load
control or network control of any electric generation, transmission or
distribution facility.
* * * * *
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. 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.
Service Partners is a wholly-owned subsidiary of Columbia Energy
Services Corporation, which is a wholly-owned nonutility subsidiary of Columbia.
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(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 in connection with
the preparation of the Application-Declaration . . . . . . . . . . . . . . . $8,000.00
=========
</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.
Legal services in connection with the subject application-declaration
have been rendered by the Columbia Energy Group Service Corporation at cost.
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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 9(a)(1) and 10 are applicable to the requested expansion of the
Group's existing consumer services authority.
Sections 6(a), 7, 9(a)(1) and 10 are applicable to the formation and
capitalization of any new Energy Services Company.
Sections 6(a), 7 and 12 and Rules 43 and 45(a) are applicable to the
participation by Energy Services Company in the Money Pool.
Section 13 and Rules 80 through 91 thereunder are applicable to any
intrasystem services, sales and construction contracts in connection with the
requested authorization.
Rule 54 is applicable because this matter does not involve a financing
for the purpose of acquiring an exempt wholesale generator or foreign utility
company.
(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.
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(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.
It is requested that the Commission issue its Notice by February 20,
1998, and its order on or before April 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 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
13
<PAGE> 19
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.
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: April 29, 1998 by: //s//M. W. O'Donnell
------------------------------------------
M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: April 29, 1998 by: //s//P. R. Aldridge
------------------------------------------
P. R. Aldridge, President
14
<PAGE> 20
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
DATE: April 29, 1998 by: //s//M. A. Chandler
-------------------------------------------
M. A. Chandler,
Vice President and Chief Financial Officer
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 ENERGY 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
15
<PAGE> 21
TRISTAR FUEL CELLS CORPORATION
TVC NINE CORPORATION
TVC TEN CORPORATION
TRISTAR SYSTEM, INC.
DATE: April 29, 1998 by: //s//J. W. Trost
------------------------------------------
J. W. Trost, Vice President
16
<PAGE> 1
EXHIBIT F
April 29, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Columbia Energy Group, File No. 70-9131
Dear Sirs:
As counsel for Columbia Energy Group ("Columbia"), a holding company
registered under the Public Utility Holding Company Act of 1935 (the "Act"), I
deliver to you this opinion for filing as Exhibit F to the
Application-Declaration referenced above. Briefly stated, Columbia is seeking
authority for system nonutility companies to engage in energy management,
performance contracting, consulting, certain retail services, and monitoring and
response goods and services, as well as energy peaking, project development and
ownership and customer appreciation activities, to associate and nonassociate
customers, and to provide customer financing in connection with these
activities.
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;
1
<PAGE> 2
Securities and Exchange Commission
April 29, 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
