COLUMBIA ENERGY GROUP
U-1, 1999-04-28
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>   1
                             File No. 70-           
                                         ---------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                 -----------------------------------------------


                                    FORM U-1

                             APPLICATION-DECLARATION
              UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                ------------------------------------------------

                              COLUMBIA ENERGY GROUP
                    COLUMBIA ENERGY GROUP SERVICE CORPORATION
                            COLUMBIA LNG CORPORATION
                                CLNG CORPORATION
                       COVE POINT LNG LIMITED PARTNERSHIP
                      COLUMBIA ATLANTIC TRADING CORPORATION
                      COLUMBIA ENERGY SERVICES CORPORATION
                       COLUMBIA ENERGY RETAIL CORPORATION
                   COLUMBIA ENERGY POWER MARKETING CORPORATION
                      COLUMBIA ENERGY MARKETING CORPORATION
                             ENERGY.COM CORPORATION
                         COLUMBIA SERVICE PARTNERS, INC.
                         COLUMBIA ASSURANCE AGENCY, INC.
                    COLUMBIA ENERGY GROUP CAPITAL CORPORATION
                COLUMBIA TRANSMISSION COMMUNICATIONS CORPORATION
                         TRISTAR GAS TECHNOLOGIES, INC.
                             ENERTEK PARTNERS, L.P.
                          COLUMBIA PIPELINE CORPORATION
                      COLUMBIA DEEP WATER SERVICES COMPANY
                          COLUMBIA FINANCE CORPORATION
                    COLUMBIA ACCOUNTS RECEIVABLE CORPORATION
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                          COLUMBIA ELECTRIC CORPORATION
                  COLUMBIA ELECTRIC PEDRICK LIMITED CORPORATION
                  COLUMBIA ELECTRIC PEDRICK GENERAL CORPORATION
                COLUMBIA ELECTRIC BINGHAMTON LIMITED CORPORATION
                COLUMBIA ELECTRIC BINGHAMTON GENERAL CORPORATION
<PAGE>   2
                 COLUMBIA ELECTRIC VINELAND LIMITED CORPORATION
                 COLUMBIA ELECTRIC VINELAND GENERAL CORPORATION
                  COLUMBIA ELECTRIC RUMFORD LIMITED CORPORATION
                 COLUMBIA ELECTRIC LIMITED HOLDINGS CORPORATION
                      COLUMBIA ELECTRIC LIBERTY CORPORATION
                 COLUMBIA ELECTRIC GREGORY REMINGTON CORPORATION
                  COLUMBIA ELECTRIC GREGORY GENERAL CORPORATION
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                         COLUMBIA ENERGY RESOURCES, INC.
                        COLUMBIA NATURAL RESOURCES, INC.
                             ALAMCO - DELAWARE, INC.
                          HAWG HAULING & DISPOSAL, INC.
                         PHOENIX-ALAMCO VENTURES, L.L.C.
                     COLUMBIA NATURAL RESOURCES CANADA, LTD.
                           C/O 900 Pennsylvania Avenue
                              Charleston, WV 25302

                      COLUMBIA GAS TRANSMISSION CORPORATION
                            MILLENNIUM PIPELINE, L.P.
                            12801 Fair Lakes Parkway
                             Fairfax, VA 22030-0146

                       COLUMBIA GULF TRANSMISSION COMPANY
                          TRAILBLAZER PIPELINE COMPANY
                             CGT TRAILBLAZER, L.L.C.
                             2603 Augusta, Suite 125
                                Houston, TX 77057

                      COLUMBIA NETWORK SERVICES CORPORATION
                               CNS MICROWAVE, INC.
                                ENERGYNET, L.L.C.
                                1600 Dublin Road
                             Columbus, OH 43215-1082

                          COLUMBIA PROPANE CORPORATION
                              ATLANTIC ENERGY, INC.
                        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.
<PAGE>   3
                         COLUMBIA GAS OF VIRGINIA, INC.
                             200 Civic Center Drive
                               Columbus, OH 43215

                      COLUMBIA INSURANCE CORPORATION, LTD.
                                Craig Appin House
                                 8 Wesley Street
                             Hamilton HM EX, Bermuda

        -----------------------------------------------------------------
              (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
                            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 Energy Resources, Inc.
                        Columbia Natural Resources, Inc.
                              Alamco-Delaware, Inc.
                          Hawg Hauling & Disposal, Inc.
                         Phoenix-Alamco Ventures, L.L.C.
                     Columbia Natural Resources Canada, Ltd.
                           C/O 900 Pennsylvania Avenue
                              Charleston, WV 25302

                             D. P. DETAR, Treasurer
                          Columbia Electric Corporation
                  Columbia Electric Pedrick Limited Corporation
                  Columbia Electric Pedrick General Corporation
                Columbia Electric Binghamton Limited Corporation
                Columbia Electric Binghamton General Corporation
                 Columbia Electric Vineland Limited Corporation
<PAGE>   4
                 Columbia Electric Vineland General Corporation
                  Columbia Electric Rumford Limited Corporation
                 Columbia Electric Limited Holdings Corporation
                      Columbia Electric Liberty Corporation
                 Columbia Electric Gregory Remington Corporation
                  Columbia Electric Gregory General Corporation
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                            S. T. MACQUEEN, Treasurer
                            Columbia LNG Corporation
                                CLNG Corporation
                       Cove Point LNG Limited Partnership
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                           J. W. TROST, Vice President
                    Columbia Energy Group Service Corporation
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                            P. R. ALDRIDGE, President
                          Columbia Pipeline Corporation
                      Columbia Deep Water Services Company
                          Columbia Finance Corporation
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                            C. P. HOLLANDS, President
                    Columbia Accounts Receivable Corporation
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                            J. W. GROSSMAN, Treasurer
                    Columbia Energy Group Capital Corporation
                Columbia Transmission Communications Corporation
                         TriStar Gas Technologies, Inc.
                             EnerTek Partners, L.P.
                      Columbia Atlantic Trading Corporation
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                             S. M. NORDIN, Treasurer
                          Columbia Propane Corporation
                              Atlantic Energy, Inc.
                         9200 Arboretum Parkway, Ste 140
                               Richmond, VA 23236
<PAGE>   5
                     G. A. BARNARD, Treasurer and Controller
                      Columbia Gas Transmission Corporation
                            Millennium Pipeline, L.P.
                       Columbia Gulf Transmission Company
                          Trailblazer Pipeline Company
                             CGT Trailblazer, L.L.C.
                           1700 MacCorkle Avenue, S.E.
                              Charleston, WV 25314

                              D. FURLANO, Treasurer
                      Columbia Network Services Corporation
                               CNS Microwave, Inc.
                                EnergyNet, L.L.C.
                                1600 Dublin Road
                             Columbus, OH 43215-1082

                     D. R. MCCLURE, Chief Financial Officer
                      Columbia Energy Services Corporation
                       Columbia Energy Retail Corporation
                   Columbia Energy Power Marketing Corporation
                      Columbia Energy Marketing Corporation
                             Energy.com Corporation
                         Columbia Service Partners, Inc.
                         Columbia Assurance Agency, Inc.
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

                      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

                          S. B. HEATON, Vice President
                      Columbia Insurance Corporation, Ltd.
                            13880 Dulles Corner Lane
                             Herndon, VA 20171-4600

 ------------------------------------------------------------------------------
                (Names and Addresses of Other Agents for Service)
<PAGE>   6
         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 System" or "System"), hereby submit for
filing this application seeking increased flexibility in connection with the
structure of Columbia's nonutility holdings.

         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 restructure the interests held by its
wholly-owned gas marketing subsidiary, Columbia Energy Services Corporation
("CES"). In addition, Columbia seeks a general grant of authority to restructure
its nonutility interests from time to time, without the need to apply for or
receive prior Commission approval, where the following conditions are met:

                  1. The reorganization will not result in the entry by the
         System into a new, unauthorized line of business;

                  2. At the time of the reorganization, Columbia has a long-term
         debt rating at an investment grade level as established by a nationally
         recognized statistical rating organization, as that term is used in
         Rule c-1(c)(2)(vi)(F) of the Securities Exchange Act of 1934; and

                  3. At the time of the reorganization, the common equity of
         Columbia, as reflected on its most recent Form 10-K or Form 10-Q and as
         adjusted to reflect subsequent events that affect capitalization, is
         not below 30% of its consolidated capitalization.

The restructuring could involve the formation of one or more new special-purpose
subsidiaries to hold direct or indirect interests in any or all of the System's
existing or future authorized nonutility businesses. Columbia also seeks
authority for certain related transactions as discussed herein. The subject
authority is similar to that recently granted to Cinergy Corp. in SEC File No.
70-9319. See Holding Co. Act Release No. 26984 (March 1, 1999).

                  1. Reorganization of CES

         CES is Columbia's nonregulated natural gas marketing company, which
provides an array of supply and fuel management services to distribution
companies, independent power producers and other large end users both on and off
Columbia's
<PAGE>   7
transmission and distribution systems. CES is the successor in interest to The
Inland Gas Company, Inc. ("Inland"), a wholly-owned subsidiary of Columbia.(1)
In 1993, the Commission authorized Inland to engage in the marketing of natural
gas, both for associate and for nonassociate companies. The Columbia Gas System,
Inc., Holding Co. Act Release No. 25802 (Apr. 22, 1993) (authorizing Inland to
engage in the marketing of natural gas, both for associate and nonassociate
companies, as well as to engage in activities related to the management and
supply, sale and transportation of natural gas). See also The Columbia Gas
System, Inc., Holding Co. Act Release No. 26536 (June 25, 1996) (authorizing the
reincorporation of CES as a Delaware corporation).(2)

         Columbia Energy Marketing Corporation ("CEM") is a special-purpose
subsidiary formed as a gas-related company pursuant to Rule 58 to engage in the
marketing of gas produced by its associate company Columbia Energy Resources,
Inc. (formerly named Columbia Natural Resources, Inc.).

         In 1996, the Commission authorized Columbia to establish one or more
new subsidiary companies to market and broker other forms of energy, including
electric energy as well as natural gas, manufactured gas, propane, natural gas
liquids, oil, refined petroleum and petroleum products, coal and/or wood
products and emissions allowances through an Energy Products Company. The
Columbia Gas System, Inc., Holding Co. Act Release No. 26610 (Nov. 20, 1996).
Pursuant to this authority, in late 1997 Columbia formed Columbia Energy Power
Marketing Corporation ("CPM") as a direct, wholly-owned subsidiary of CES.

         Columbia Energy Retail Corporation ("CRC") was formed as an
energy-related company pursuant to Rule 58, to engage in retail electric and gas
marketing activities within the United States.

         Columbia Service Partners, Inc. ("Service Partners") is a wholly-owned
direct subsidiary of CES that provides energy-related services to industrial,
commercial and residential customers nationwide. Service Partners was initially
established to provide consumer services including safety inspections, appliance
financing, billing insurance, appliance repair warranty, gas line repair
warranty, merchandising of energy-related goods, commercial equipment service,
bill risk management products, consulting and

- --------

(1). Inland formerly owned and operated an interstate natural gas pipeline,
gathering facilities and natural gas producing properties, and also engaged in
the marketing of natural gas. On October 1, 1992, Inland sold most of its assets
to two associate companies, Columbia Natural Resources, Inc. and Columbia Gas of
Kentucky, Inc. Inland transferred its service obligations to those companies and
discontinued its gas sales and transportation services. The Columbia Gas System,
Inc., Holding Co. Act Release No. 25627 (Sept. 10, 1992).

(2). This authority was never acted on. As part of the instant application,
Columbia seeks authority to reincorporate CES under Delaware law.

                                       2
<PAGE>   8
fuel management services, and electronic measurement services, as well as
incidental services related to the consumption of energy and the maintenance of
property by those end-users, subject to the requirement that more than 50% of
the company's revenues would be derived from states in which Columbia's
public-utility subsidiaries operate. The Columbia Gas System, Inc., Holding Co.
Act Release No. 26498 (March 25, 1996) (the "1996 Order"). This limitation was
removed, and the list of authorized activities expanded, in a subsequent order.
Columbia Energy Group, Holding Co. Act Release No. 26868 (May 6, 1998), as
supplemented, Holding Co. Act Release No. 26883 (June 10, 1998) (the "Energy
Services Order").

         The Energy Services Order authorizes Columbia and its nonutility
subsidiaries to offer goods and services, as more fully described in the order,
including Energy Management Services, Consulting Services and related financing
services to customers both within and outside the United States. The order also
authorizes the provision of Performance Contracting Services, including Asset
Management Services, Retail Services, Monitoring and Response Goods and Services
and Energy Peaking Services, and to engage in Project Development and Ownership
Activities and Customer Appreciation Programs, as well as to provide related
financing to customers within the United States.(3) Jurisdiction was reserved
over such activities outside of the United States. Columbia is authorized to
invest up to $250 million through December 31, 2003 in connection with the
proposed sale of goods and services inside the United States, and up to $50
million in connection with authorized activities outside the United States.

         Columbia Assurance Agency, Inc. ("Columbia Assurance"), a wholly-owned
subsidiary of Service Partners, was formed to comply with the requirements of
state law in connection with the bill insurance activities authorized under the
1996 Order.

         Energy.com Corporation ("Energy.com") is an exempt telecommunications
company that was formed in 1997. Through an internet site, Energy.com provides
energy consumers access to information on products of affiliated and
non-affiliated companies offering energy and energy related products and
services, as well as educational information on the energy industry in general.

         Columbia proposes to reorganize CES and its subsidiaries under a new,
first-tier subsidiary ("CES Holdings"). The goal of the reorganization is to
simplify, to the extent practical, the existing structure and, in particular, to
align each entity with a single 1935 Act authority, whether rule or order. At
present, it is contemplated that CES Holdings will own all of the outstanding
voting securities of the following companies: (1) CES, which will continue to
market and broker natural gas, and through CES, Energy.com; (2) CEM, which will
continue to engage in the marketing of gas produced by its

- --------------
3. Columbia and its nonutility subsidiaries were also authorized to provide
incidental goods and services closely related to the consumption of energy and
the maintenance of energy consuming property by consumers.

                                        3
<PAGE>   9
associate company Columbia Energy Resources, Inc.; (3) CPM, which will continue
to engage in marketing and brokering of other forms of energy; (4) CRC, which
will continue to engage in retail marketing and brokering activities; (5)
Service Partners, which will continue to provide defined energy related
services; and (6) Columbia Assurance, which will serve as a licensed broker in
connection with the authorized bill insurance activities.

         The proposed restructuring would be implemented as follows: CEG will
contribute the stock of CES to a newly-formed, special-purpose subsidiary, CES
Holdings. Thereafter, CES will sell the stock of its subsidiaries (other than
Energy.com) to CES Holdings. The reorganization would be effected as of the
first day of a fiscal (calendar) year, prospectively or retroactively depending
on when CES receives the appropriate authorization.

         To the extent tax implications or other concerns require Columbia to
adopt a different structure or employ a different method of reorganization,
Columbia requests the flexibility to implement such a reorganization, subject to
the conditions set forth above, namely, the reorganization will not result in
entry into an unauthorized line of business, Columbia has at the time of such
reorganization an investment grade rating on its long-term debt securities and
the common equity of Columbia, as reflected in its most recent Form 10-K or Form
10-Q at the time of such reorganization, is not below 30% of the System's
consolidated capitalization.

                  2. Reorganization of Columbia's Existing and Future Nonutility
         Interests

         In addition, Columbia seeks authority, from time to time, to
restructure its nonutility interests as may be appropriate to enable the System
to participate effectively in its authorized nonutility activities. Such
restructuring may involve the formation or, subject to a reservation of
jurisdiction, the acquisition of new subsidiaries and the reincorporation of
existing subsidiaries in a different state.(4)

         Columbia's existing nonutility authority has been granted largely on a
subsidiary-specific basis. For administrative, cost-tracking or other reasons,
Columbia may wish to restructure its nonutility operations from time to time.
Such restructuring could include the consolidation of subsidiaries engaged in
similar businesses under a subsidiary holding company, the spin-off of a portion
of an existing business to another nonutility subsidiary, or simply the
reincorporation of an existing subsidiary in a different state. Even though
these transactions would have no impact on public shareholders or on the system
public-utility companies or their ratepayers, many of these transactions could
otherwise require individual Commission review and order.

         In addition, at present, Columbia has express authority to establish
subsidiaries with respect to some of its authorized activities but lacks that
authority with respect to others. While Rule 58 obviates this problem with
respect to energy and gas-related companies, Columbia seeks the ability to form
or acquire new subsidiaries as needed to

- --------------------------
4. CES will reincorporate under Delaware law as part of the CES Reorganization.

                                       4
<PAGE>   10
enable the System to participate effectively in its authorized nonutility
activities, without the need to apply for or receive additional Commission
approval. These direct or indirect subsidiaries might be corporations,
partnerships, limited liability companies or other entities in which Columbia,
directly or indirectly, might have a 100% interest, a majority equity or debt
position, or a minority debt or equity position. Cf. Consolidated Natural Gas
Co., Holding Co. Act Release No. 26647 (Jan. 15, 1997). See also National Fuel
Gas Co., Holding Co. Act Release No. 26666 (Feb. 12, 1997). These subsidiaries
would engage only in businesses to the extent Columbia system is authorized,
whether by statute, rule, regulation or order.

         The Commission has previously authorized these types of reorganizations
on a discrete basis. See, e.g, Consolidated Natural Gas Co., Holding Co. Act
Release No. 26509 (April 23, 1996) (authorizing CNG to restructure a specific
group of nonutility businesses). Columbia requests similar authority, but on an
ongoing basis, to give the System the flexibility it needs to participate
effectively in its authorized nonutility businesses. To the extent that these
subsidiaries are engaged exclusively in authorized nonutility activities, it
would not appear to matter, from a 1935 Act perspective, how the various
activities are allocated among Columbia's nonutility subsidiaries. At the same
time, the ability to restructure nonutility activities without further
Commission approval would give Columbia the flexibility it needs to compete
effectively in its nonutility activities.

         The proposed restructuring activities would not involve the entry into
another business or otherwise implicate a regulatory concern under the Act.
Columbia notes that similar authority has been requested by the Cinergy Corp.
Accordingly, Columbia requests blanket authority for the System to restructure
its nonutility operations from time to time as may be necessary or appropriate
in the furtherance of its authorized nonutility activities.

         Columbia will obtain funds for initial and subsequent investments in
its new subsidiaries from internally generated funds and/or the proceeds of
otherwise authorized financing transactions. Should Columbia provide funds to
its new subsidiaries which are then applied to (1) investments in EWGs, FUCOs or
Rule 58 companies, the amount of such funds will be included in Columbia's
"aggregate investment," as calculated pursuant to Rule 53 or Rule 58, as
applicable; or (2) investments in authorized companies, such investments will
conform to applicable rules under the Act, including Rules 52 and 45 (b)(4), and
applicable terms and conditions of any relevant Commission orders. 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.

         The Division in its 1995 Study recommended that the Commission seek to
streamline regulation. Implementation of this single proposal would eliminate
the need

                                       5
<PAGE>   11
for subsequent filings which, while largely a matter of form, would represent
additional demands on the Commission's resources in this area.

                                    * * * * *

         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 this situation in the future, Columbia hereby
designates a period from the date of the order in this matter to the expiration
of the authority under this order 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.

                                    * * * * *

         (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.

         See Item 1.

         (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.

                                       6
<PAGE>   12
<TABLE>
<CAPTION>
<S>                                                                                <C>
         Legal fees in connection with the preparation of the Application-
          Declaration ...........................................................  $7,500.00

         Total ..................................................................  $7,500.00
                                                                                   ---------
</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.

         The Columbia Energy Group Service Corporation will render certain legal
services 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.

         The requested authority is subject to Sections 6, 7, 9, 10 and 12 of
the Act and rules thereunder.

         (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.

         Not applicable.

         (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.

                                       7
<PAGE>   13
         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 May 7, 1999 and
its order on or before June 7, 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.

         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 (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 transactions subject to the jurisdiction of this
Commission have no environmental impact in and of themselves.

                                       8
<PAGE>   14
         (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 28, 1999                 by: //s//M. W. O'Donnell
     ---------------                 -------------------------------------
                                    M. W. O'Donnell, Senior Vice President
                                    and Chief Financial Officer

         COLUMBIA ENERGY RESOURCES, INC.
         COLUMBIA NATURAL RESOURCES, INC.
         ALAMCO-DELAWARE, INC.
         HAWG HAULING & DISPOSAL, INC.
         PHOENIX-ALAMCO VENTURES, L.L.C.
         COLUMBIA NATURAL RESOURCES CANADA, LTD.

DATE: April 28, 1999                 by://s//M. A. Chandler
     ---------------                 -------------------------------------
                                    M. A. Chandler, Vice President and
                                    Chief Financial Officer

         COLUMBIA PIPELINE CORPORATION
         COLUMBIA DEEP WATER SERVICES COMPANY
         COLUMBIA FINANCE CORPORATION

DATE: April 28, 1999                 by://s//P. R. Aldridge
     ---------------                 -------------------------------------

                                       9
<PAGE>   15
                                    P. R. Aldridge, President

         COLUMBIA ACCOUNTS RECEIVABLE CORPORATION

DATE: April 28, 1999                 by://s//C. P. HOLLANDS
     ---------------                 -------------------------------------
                                    C. P. HOLLANDS, President

         COLUMBIA INSURANCE CORPORATION, LTD.

DATE: April 28, 1999                 by://s//N. A. Parillo
     ---------------                 -------------------------------------
                                    N. A. Parillo, 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.
         ENERGYNET, L.L.C.
         COLUMBIA GULF TRANSMISSION COMPANY
         TRAILBLAZER PIPELINE COMPANY
         CGT TRAILBLAZER, L.L.C.
         COLUMBIA GAS TRANSMISSION CORPORATION
         MILLENNIUM PIPELINE, L.P.
         COLUMBIA PROPANE CORPORATION
         ATLANTIC ENERGY, INC.
         COLUMBIA ENERGY GROUP SERVICE CORPORATION
         COLUMBIA LNG CORPORATION
         CLNG CORPORATION
         COVE POINT LNG LIMITED PARTNERSHIP
         COLUMBIA ATLANTIC TRADING CORPORATION
         COLUMBIA ENERGY SERVICES CORPORATION
         COLUMBIA ENERGY RETAIL CORPORATION
         COLUMBIA ENERGY POWER MARKETING CORPORATION
         COLUMBIA ENERGY MARKETING CORPORATION
         ENERGY.COM CORPORATION
         COLUMBIA SERVICE PARTNERS, INC.
         COLUMBIA ASSURANCE AGENCY, INC.
         COLUMBIA ENERGY GROUP CAPITAL CORPORATION
         COLUMBIA TRANSMISSION COMMUNICATIONS CORPORATION

                                       10
<PAGE>   16
         TRISTAR GAS TECHNOLOGIES, INC.
         ENERTEK PARTNERS, L.P.
         COLUMBIA ELECTRIC CORPORATION
         COLUMBIA ELECTRIC PEDRICK LIMITED CORPORATION
         COLUMBIA ELECTRIC PEDRICK GENERAL CORPORATION
         COLUMBIA ELECTRIC BINGHAMTON LIMITED CORPORATION
         COLUMBIA ELECTRIC BINGHAMTON GENERAL CORPORATION
         COLUMBIA ELECTRIC VINELAND LIMITED CORPORATION
         COLUMBIA ELECTRIC VINELAND GENERAL CORPORATION
         COLUMBIA ELECTRIC RUMFORD LIMITED CORPORATION
         COLUMBIA ELECTRIC LIMITED HOLDINGS CORPORATION
         COLUMBIA ELECTRIC LIBERTY CORPORATION
         COLUMBIA ELECTRIC GREGORY REMINGTON CORPORATION
         COLUMBIA ELECTRIC GREGORY GENERAL CORPORATION

DATE: April 28, 1999                 by://s//J. W. Trost
     ---------------                 -------------------------------------
                                    J. W. Trost, Vice President

                                       11

<PAGE>   1
EXHIBIT G

SECURITIES AND EXCHANGE COMMISSION

(Release No.               )

       , 1999
- -------

         Columbia Energy Group ("Columbia"), 13880 Dulles Corner Lane, Herndon,
VA 20171, a Delaware Corporation, and 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"), and its
subsidiary companies (collectively, "the System") have filed an application
seeking authority to reorganize their nonutility interests from time to time.

         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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