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File No. 70-9127
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
COLUMBIA ENERGY GROUP
COLUMBIA ENERGY GROUP SERVICE CORPORATION
COLUMBIA LNG CORPORATION
CLNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES 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 DEEP WATER SERVICES 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
COLUMBIA ELECTRIC VINELAND LIMITED CORPORATION
COLUMBIA ELECTRIC VINELAND GENERAL CORPORATION
COLUMBIA ELECTRIC RUMFORD LIMITED CORPORATION
COLUMBIA ELECTRIC LIMITED HOLDINGS CORPORATION
COLUMBIA ELECTRIC LIBERTY CORPORATION
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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COLUMBIA ENERGY RESOURCES, INC.
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
CLARKSBURG GAS, L.P.
PHOENIX-ALAMCO VENTURES, L.L.C.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
c/o: 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 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 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
(Names 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)
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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.
Columbia Natural Resources Canada, Ltd.
Phoenix-Alamco Ventures, L.L.C.
Clarksburg Gas, L.P.
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
Columbia Electric Vineland General Corporation
Columbia Electric Rumford Limited Corporation
Columbia Electric Limited Holdings Corporation
Columbia Electric Liberty Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
S. T. MACQUEEN, Treasurer
Columbia LNG Corporation
CLNG Corporation
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 Deep Water Services Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
J. W. GROSSMAN, Treasurer
Columbia Atlantic Trading Corporation
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Columbia Energy Group Capital Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
S. M. NORDIN, Treasurer
Columbia Propane Corporation
9200 Arboretum Parkway, Suite 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
R. LAWLER, Vice President and Retail Controller
Columbia Energy Services Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
D. R. McCLURE, Chief Financial Officer
Columbia Energy Power Marketing Corporation
Columbia Energy Marketing Corporation
Columbia Service Partners, Inc.
Columbia Assurance Agency, Inc.
Energy.com Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
S. B. HEATON, Vice President
Columbia Insurance Corporation, Ltd.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
(Names and Address 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 existing
non-utility subsidiaries hereby submit for filing this Post-Effective Amendment
No. 1 to the Application Declaration on Form U-1 in File No. 70-9127 to amend
the Application Declaration as set forth below.
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 increase from $5 million to $55 million its
investment in one or more, direct or indirect, existing or to-be-formed,
non-utility subsidiaries ("Foreign Energy Subsidiaries") to expand its natural
gas exploration and production program in Canada through 2001.
The Commission has previously authorized Columbia to engage in Canadian
oil and gas exploration activities. The Columbia Gas System, Inc., Holding Co.
Act Release No. 17290 (September 27,1971) (authorizing the formation of a
wholly-owned Canadian oil and gas exploration and production subsidiary in
connection with an effort to obtain natural gas from the Prudhoe Bay and Arctic
region of Canada). See also, The Columbia Gas System, Inc., Holding Co. Act
Release No. 18534 (August 16, 1974) (authorizing the formation of Columbia
Alaskan Gas Transmission Corporation to participate in projects for the
development of proven gas reserves in Alaska and Canada, and for transportation
of the gas to the United States).
In this matter, the Commission previously granted authority to Columbia to
invest up to $5 million through one or more Foreign Energy Subsidiaries to
acquire certain Canadian assets used in the exploration for, and production of,
natural gas (the "Canadian Interests"). The Columbia Energy Group, Holding Co.
Act Release No. 26820 (January 23, 1998). The Commission retained jurisdiction
in this matter with respect to the direct or indirect acquisition by Columbia of
any security or interest in any non-associate company that is engaged in foreign
activities, covered by the Gas Related Activities Act of 1990 ("GRAA"), pending
the completion of the record.
Following the Commission's Order on January 23, 1998, Columbia consummated
its acquisition of the Canadian Interests through a Canadian Crown subsidiary
corporation, Columbia Natural Resources Canada, Ltd. ("CNR Canada"). At that
time, CNR Canada became a wholly owned subsidiary of Columbia Natural Resources,
Inc., itself a wholly owned subsidiary of Columbia. In a subsequent
re-organization effective October 1, 1998 (pursuant to Rule 58), CNR Canada
became a wholly owned subsidiary of Columbia Energy Resources, Inc., itself a
wholly owned subsidiary of Columbia.
Following acquisition of the Canadian Interests, CNR Canada continued the
oil and gas exploration and production activities on its newly-acquired
properties. The Canadian Interests are located in a region of Canada that is
geologically similar to the Appalachian basin in which
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Columbia has considerable expertise in exploration and production. CNR Canada
now has approximately 1.4 billion cubic feet (Bcf) of proven reserves.
Because of new opportunities identified, in the region, CNR Canada has
determined to continue its exploration and production program through 2001, and
to expand its drilling activities on additional fee and leasehold acreage as may
be determined from time to time. Columbia's capital expenditure budget for the
three-year period beginning January 1, 1999 earmarks $50 million to CNR Canada.
CNR Canada's budget generally allocates this amount among the following
activities: (i) development activities on previously acquired properties with
proven reserves, (ii) drilling and development of proven and probable
undeveloped reserves, and (iii) acquisition of additional acreage, or the
drilling rights to such acreage, over the period.
As noted, CNR Canada anticipates acquiring from time to time additional
properties in Canada and is currently negotiating a definitive purchase
agreement, which will be subject to appropriate regulatory approvals, to
acquire for * the outstanding shares of a Canadian company ("Canada") which
owns certain oil and gas rights on an aggregate of approximately * acres, and
approximately * of gathering facilities associated with those acres. This
acreage is located in the same general region as the current operations of CNR
Canada, allowing CNR Canada to employ its experience with the geology of the
region to continue its development.Canada's proven reserves are approximately *
Bcf. If the proposed transaction is consummated, CNR Canada expects to retain
an undivided 75% interest in the properties acquired as part of Canada, with
the remaining 25% being held by Canenerco, Ltd., a third-party oil and gas
operator, which is currently the operator of CNR Canada's properties.*
On the basis of the foregoing, Columbia seeks authority to increase from
$5 million to $55 million its investment in one or more, direct or indirect,
existing, or to-be-formed or to-be-acquired, non-utility subsidiaries ("Foreign
Energy Subsidiaries") to expand its natural gas exploration and production
program in Canada through 2001. The increased investment will be allocated, over
several years and as conditions and circumstances permit, among (i) development
activities on previously acquired properties with proven reserves, (ii) drilling
and development of proven and probable undeveloped reserves, and (iii)
acquisition of additional acreage, or the drilling rights to such acreage, over
the period.
* * * * * *
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
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.
- ----------
* Confidential treatment requested.
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(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(a).
(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.
See Item 1(a).
(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.
See Item 1(a).
Item 2. Fees, Commission and Expenses.
(a) State (i) 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
(ii) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by the applicant
or declarant to act for the successful bidder.
<TABLE>
<S> <C>
Services of Columbia Energy Group Service Corporation in
connection with the preparation of this Post-Effective
Amendment to the Application-Declaration............................... $1,000
</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.
Columbia Energy Group Service Corporation will perform certain services at
cost, as set forth in Item 2(a) above.
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, 7, 9, 10, 11, 12 and rules thereunder are applicable.
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Columbia does not own, nor operate nor is it an equity participant in any
Exempt Wholesale Generator or any Foreign Utility Company and will not be a
company that owns, operates or has an equity participation in an Exempt
Wholesale Generator or Foreign Utility Company as a result of the approvals
requested herein. Columbia does not have any rights or obligations under a
service, sales or construction contract with an Exempt Wholesale Generator or
Foreign Utility Company as a result of the proposed transactions.
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any section of
the Act or any provision of the rules and regulations other than those
specifically referred to herein, a request for such authorization, approval or
exemption is hereby made.
(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 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.
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 respectively requested that the Commission issue its order on or
before March 3, 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.
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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
Opinion of Counsel (to be filed by Post-Effective Amendment).
(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.
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: February 19, 1999 by:_______________________________________
M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
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COLUMBIA ENERGY RESOURCES, INC.
COLUMBIA NATURAL RESOURCES, INC.
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
PHOENIX-ALAMCO VENTURES, L.L.C.
CLARKSBURG GAS, L.P.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
DATE: February 19, 1999 by:_______________________________________
M. A. Chandler, Vice President and Chief
Financial Officer
COLUMBIA INSURANCE CORPORATION, LTD.
DATE: February 19, 1999 by:_______________________________________
N. A. Parillo, President
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: February 19, 1999 by:_______________________________________
P. R. Aldridge, President
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
CLNG CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA POWER MARKETING CORPORATION
COLUMBIA ENERGY MARKETING CORPORATION
ENERGY.COM CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ENERGY GROUP CAPITAL CORPORATION
COLUMBIA ELECTRIC CORPORATION
COLUMBIA ELECTRIC PEDRICK LIMITED CORPORATION
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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
DATE: February 19, 1999 by:_______________________________________
J. W. Trost, Vice President
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