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File No. 70-8925
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 12
TO FORM U-1
APPLICATION-DECLARATION
UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
COLUMBIA ENERGY GROUP
COLUMBIA ENERGY GROUP SERVICE CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA ENERGY RETAIL CORPORATION
COLUMBIA DEEP WATER SERVICES COMPANY
13880 Dulles Corner Lane Herndon, VA 20171-4600
COLUMBIA NATURAL RESOURCES, INC.
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 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)
J. W. Trost, Vice President
COLUMBIA ENERGY GROUP SERVICE CORPORATION
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13880 Dulles Corner Lane Herndon, VA 20171-4600
(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.
900 Pennsylvania Avenue Charleston, WV 25302
D. R. MCCLURE, Treasurer
and Chief Financial Officer
Columbia Energy Services Corporation
Columbia Energy Retail Corporation
13880 Dulles Corner Lane Herndon, VA 20171-4600
P. R. ALDRIDGE, President
Columbia Deep Water Services Company
13880 Dulles Corner Lane Herndon, VA 20171-4600
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
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)
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Columbia Energy Group ("Columbia"), a registered holding
company under the Public Utility Holding Company Act of 1935 (the "Act"), and
its subsidiary companies (collectively, the "Columbia Group" or "Group"), hereby
submit for filing this Post-Effective Amendment No. 12 in File No. 70-8925,
amending and restating Post-Effective Amendment Nos. 10 and 11.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
By order dated December 23, 1996 in File No. 70-8925 (Holding
Co. Act Release No. 26634) (the "Omnibus Financing Order"), Columbia was
authorized to engage in a wide range of financing transactions through December
31, 2001, subject to certain conditions and parameters. Among other things, the
Omnibus Financing Order authorized continuation of the Money Pool through
December 31, 2001 but reserved jurisdiction over Money Pool participation by new
direct or indirect subsidiaries engaged in new lines of business. The Money Pool
authorization was subsequently extended through December 31, 2003. Holding Co.
Act Release No. 26798 (Dec. 22, 1997). From time to time, Columbia has filed
applications, and received authorization, to add new companies to the Money
Pool. See, e.g., Columbia Energy Group, Holding Co. Act Release No. 26860 (April
17, 1998) (authorizing Columbia Deep Water Services Company to participate in
the Money Pool).
By Post-Effective Amendment No. 8 to File No. 70-8925,
Columbia requested the flexibility to obtain a release of jurisdiction over
Money Pool participation by all existing and to-be-formed subsidiary companies
of Columbia, subject to the condition that Columbia would guarantee the
repayment of any borrowings by certain non-rate-regulated participants in the
Money Pool. Columbia intends to continue to pursue the request for blanket money
pool authority so that it can streamline the process of managing participation
in the money pool.
While Post-Effective Amendment No. 8 was pending, certain
Columbia subsidiaries developed the need to participate in the Money Pool. To
address this need, Columbia filed individual requests in Post-Effective
Amendment Nos. 9, 10, and 11 to File No. 70-8925 for the Commission to release
jurisdiction over the participation of these subsidiaries in the Money Pool.
Columbia consolidates and restates the authorization requested in Amendment Nos.
10, and 11 below.(1)
- Columbia requests authorization for Hawg Hauling and
Disposal, Inc. ("Hawg Hauling") to participate in the
Money Pool. Hawg Hauling is a wholly-owned subsidiary
of Columbia Energy Resources, Inc., which is itself a
direct subsidiary of Columbia. Hawg Hauling provides
commercial brine hauling and disposal services. The
company accepts brine, which is produced
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(1) Columbia will continue to pursue the authority requested in Amendment Nos. 8
and 9 on a separate track.
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- naturally with gas and oil, from wells operated by
third parties or by its associate company, Columbia
Natural Resources, Inc., which is engaged in the
exploration, production and development of oil and
natural gas in the United States, in particular,
Appalachia.
- Columbia requests authorization for Columbia Pipeline
Corporation ("Pipeline") to participate in the Money
Pool. Pipeline was formed pursuant to Rule 58 to
engage in various transportation and gathering
services for natural gas, where such transportation
and gathering are not directly regulated by the
Federal Energy Regulatory Commission, and are only
minimally regulated by the States.
Hawg Hauling, and Pipeline (collectively, the "New Companies")
may, from time to time, generate cash in excess of their immediate cash
requirements. It is proposed that such temporary cash may, the option of the New
Companies, be invested in the Money Pool. The New Companies also may, from time
to time, require short-term funds to meet normal working capital requirements.
It is proposed that the New Companies would borrow such short-term funds from
Columbia or from the Money Pool.2 Such loans to the New Companies 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 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 requests that the Commission issue a supplemental
order under this Application-Declaration, as amended, authorizing the New
Companies to invest in and borrow from the Money Pool, as discussed above.
* * * * *
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 led 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 a period from the date of the order in this matter to its express
termination by subsequent order as the period in which it will carry out
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(2) The New Companies will rely on Rule 52 for any borrowings from Columbia
outside of the Money Pool.
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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.
ITEM 2. FEES, COMMISSION AND EXPENSES.
Services of Columbia Energy Group Service Corporation in connection with the
preparation of this Post-Effective Amendment to the Application-Declaration
..................................................................$1,000
Columbia Energy Group Service Corporation will perform certain services at cost,
as set forth above.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(a), 7 and 12, and Rules 43 and 45(a) are applicable
to the participation by the New Companies in the Money Pool.
ITEM 4. REGULATORY APPROVAL
No State commission or any Federal commission (other than the
Securities and Exchange Commission) has jurisdiction over the proposed
transaction.
ITEM 5. PROCEDURE
Columbia requests that the Commission issue its supplemental
order on or before September 3, 1999. Applicants (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
Exhibit F - Opinion of Counsel
(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.
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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: August 31, 1999 by: //s// M. W. O'Donnell
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M. W. O'Donnell, Senior Vice
President & Chief Financial
Officer
COLUMBIA ENERGY RESOURCES, INC.
DATE: August 31, 1999 by: //s// M. A. Chandler
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M. A. Chandler, Vice President
and Chief Financial Officer
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: August 31, 1999 by://s//P.R. Aldridge
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P.R. Aldridge, President
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION
CORPORATION
DATE: August 31, 1999 by://s//M. E. Bockelmann
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M. E. Bockelmann, Vice
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 PROPANE CORPORATION
COLUMBIA ENERGY GROUP SERVICE
CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
DATE: August 31, 1999 by://s//R. L. Dennis
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R. L. Dennis
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EXHIBIT F
____________, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Columbia Energy Group, File No. 70-8925
Dear Sirs:
As counsel for Columbia Energy Group ("Columbia"), a holding
company registered under the Public Utility Holding Company Act of 1935 (the
"Act"), and its subsidiary companies, I deliver to you this opinion for filing
as Exhibit F to the Application-Declaration referenced above. Briefly stated,
the Applicants are seeking authority for Hawg Hauling and Disposal, Inc. and
Columbia Pipeline Corporation to borrow money from and lend money to the
Columbia Energy Group Money Pool.
In connection with the above, I have examined:
1. the Application-Declaration, as amended; and
2. 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 above referenced 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; and
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//Christopher J. Lord
Columbia Energy Group Service Corporation
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