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File No. 70-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM U-1
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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COLUMBIA ENERGY GROUP
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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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)
J. W. Trost, Vice President
COLUMBIA ENERGY GROUP SERVICE CORPORATION
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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(Name and address of agent for service)
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Columbia Energy Group ("Columbia"), a registered holding company under the
Public Utility Holding Company Act of 1935 (the "Act"), hereby submits for
filing this Application-Declaration on Form U-1.
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 seeks authority to amend its Restated Certificate of
Incorporation (i) to increase to 200 million the number of shares of common
stock authorized to be issued and (ii) to reduce the par value of its capital
stock from $10 to $.01 per share. At present, the Restated Certificate of
Incorporation authorizes the issuance of up to 100 million shares of common
stock. Columbia has no immediate plans for the additional shares of the common
stock. However, the increase in authorized shares may be used in connection with
future stock splits in the form of stock dividends, acquisitions and other
transactions, employee benefit plans and for other corporate purposes. The
change in par value is intended to bring Columbia in line with the practice of
other corporations, including registered holding companies such as Ameren Corp.,
Cinergy Corp. and Entergy Corp., which already have so-called "penny" par stock.
The reduction in par value would also mitigate the effect on Columbia's retained
earnings account in the event that the company declared another stock split in
the form of a stock dividend. The proposed reduction in par value would be
effected by a reduction in the capital stock account and a corresponding
increase in the additional paid in capital account and thus would have no impact
on Columbia's capital structure.
The proposed amendment has been proposed and declared advisable by the
Board of Directors of Columbia and its adoption requires the favorable vote of
the holders of a majority of the outstanding shares of common stock of Columbia.
Columbia proposes to submit the amendment for consideration and action by
its shareholders and, in connection therewith, to solicit proxies from its
shareholders.
Rule 54 provides that the Commission, in determining whether to approve
the issue or sale of a security by a registered holding company for purposes
other than the acquisition of an EWG or FUCO, or other transactions by such
registered holding company or its subsidiary other than with respect to EWGs or
FUCOs, shall not consider the effect of the capitalization or earnings of any
subsidiary which is an EWG or FUCO upon the registered holding company system if
the provisions of Rule 53(a), (b) and (c) are satisfied. In this matter, each of
the provisions is satisfied.
(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.
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See Item 1.a, above.
(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.
Legal fees in connection with
the preparation of the Application-Declaration . . . . . . . . . . . . $7,500
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(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.
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)(2), 7 and 12(e) of the Act, and Rules 54 and 62 thereunder
are applicable to the proposed transaction.
(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
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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 transaction is not subject to the jurisdiction of any State
commission or of any federal commission other than this Commission.
(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 December 4,
1998, and its order on or before January 11, 1999.
(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.
Columbia hereby (i) waives a recommended decision by a hearing officer,
(ii) waives a recommended decision by any other responsible officer or the
Commission, (iii) consents that the Division of Investment Management may assist
in the preparation of the Commission's decision, and (iv) waives 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
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F Opinion of Counsel (to be filed by amendment)
G Proposed Notice
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 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 transaction subject to the jurisdiction of this Commission
has no environmental impact in and of itself.
(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.
COLUMBIA ENERGY GROUP
DATE: December 1, 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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EXHIBIT G
SECURITIES AND EXCHANGE COMMISSION
(Release No. )
December __, 1998
Columbia Energy Group ("Columbia"),13880 Dulles Corner Lane, Herndon, VA
20171-4600, a Delaware Corporation, a holding company registered with the U. S.
Securities and Exchange Commission ("Commission") under the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act" or Act"), has filed an
application under Sections 6(a)(2), 7 and 12(e) of the Act, and Rules 54 and 62
thereunder, seeking authority to amend its Restated Certificate of
Incorporation to increase to 200 million the authorized shares of common stock
and to reduce the par value of its capital stock from $10 to $.01 per share, and
to solicit proxies from shareholders in connection therewith.
The filing and amendments thereto are available for public inspection
through the commission's Office of Public Reference. Interested persons wishing
to comment or request a hearing should submit their views in writing by ,
to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549,
and serve a copy on the applicants-declarants at the address specified above.
Proof of service (by affidavit or, in case of an attorney-at-law, by
certificate) should be filed with the request. Any request for a hearing shall
identify specifically the issues of fact or law that are disputed. A person who
so requests will be notified of any hearing, if ordered, and will receive a
copy of any notice or order issued in this matter. After said date, the joint
application-declaration, as filed or as it may be amended, may be permitted to
become effective.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
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