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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT
FOR THE QUARTER ENDED DECEMBER 31, 1998
Filed Pursuant to Rule 58 of the Public Utility Holding Company Act of 1935
COLUMBIA ENERGY GROUP
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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CONTENTS
Page
<TABLE>
<S> <C>
ITEM 1 - Organization Chart 2
ITEM 2 - Issuances and Renewals of Securities and Capital Contributions 4
ITEM 3 - Associated Transactions 4
ITEM 4 - Summary of Aggregate Investment 5
ITEM 5 - Other Investments 5
ITEM 6 - Financial Statements and Exhibits 6
Exhibits 6
SIGNATURE 6
</TABLE>
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ITEM 1 - ORGANIZATION CHART
<TABLE>
<CAPTION>
Name Energy or Percentage
of Reporting gas-related Date of State of of Voting Nature of
Company Company Organization Organization Securities Held Business
------- ------- ------------ ------------ --------------- --------
<S> <C> <C> <C> <C> <C>
Alamco, Inc. Alamco August 7, 1997 Delaware 100% Exploration
(Alamco) and Production
of natural gas
and oil
Columbia Deep Water January 7, 1998 Delaware 100% (Non-FERC
Deep Water jurisdictional)
Services gas pipeline
Company development
(Deep Water)
Columbia CEGGC May 21, 1998 Delaware 100% Co-generation
Electric Gregory Power Plant
General Corp.
(CEGGC)
Columbia CEGLC May 21, 1998 Delaware 100% Co-generation
Electric Gregory Power Plant
Limited Corp.
(CEGLC)
Columbia CER October 1, 1998 Delaware 100% Resource
Energy Development
Resources, Inc.
(CER)
Columbia CELC November 6, 1998 Delaware 100% Electric
Electric Liberty Generation
Corp. (CELC)*
Columbia CELHC November 6, 1998 Delaware 100% Electric
Electric Limited Generation
Holdings Corp.
(CELHC)**
</TABLE>
* Formerly TriStar Ventures Corporation 10 (TVC-10)
** Formerly TriStar Ventures Corporation 9 (TVC-9)
On August 7, 1997, Columbia Natural Resources, Inc. (Columbia Resources)
acquired Alamco, a gas and oil production company that operates in the
Appalachian Basin, for approximately $100 million including the assumption of
$24 million of outstanding debt. Under the agreement, holders of Alamco
received, on a fully diluted basis, $15.75 per share of common stock. On October
1, 1998, CER was chartered and became a new holding company for Columbia
Resources, CNR Canada and Hawg Hauling. The establishment of the holding company
also completed the formal merger of Alamco and its assets into Columbia
Resources.
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On January 7, 1998, Columbia Capital Corporation, formerly known as Tristar
Capital Corporation, created a new subsidiary, Deep Water, for the purpose of
developing or acquiring gas pipeline projects and pipeline capacity and
associated products and services not subject to jurisdiction by the Federal
Energy Regulatory Commission. The new corporation is authorized to issue 10,000
shares of stock, each having a par value of $1. On January 21, 1998, the Board
of Directors of Deep Water authorized to issue and sell for cash to Columbia
Capital Corporation up to 500 shares of common stock, $1 par value per share, at
a price of $10,000 per share, of which the consideration received in excess of
par value will be designated as paid-in excess. Effective November 1,1998, Deep
Water became a direct subsidiary of Columbia Pipeline Corporation by way of a
sale for book value by Columbia Capital Corporation to Columbia Pipeline
Corporation.
On May 21, 1998, Columbia Electric Corporation (CE) created two subsidiary
corporations for the purpose of participating in the Gregory Power Partners,
L.P., a Texas limited partnership (GPPLP) to be organized in connection with the
development, ownership, financing, construction and operation of a power
generation project to be located at the Reynolds Metal Company Sherwin Alumina
facility near Gregory, Texas.
CEGGC is authorized to issue 3,000 shares of stock, each having a par value of
$1. On May 21, 1998, the Board of Directors of CEGGC authorized to issue and
sell for cash or other valuable consideration to CE up to 1,000 shares of common
stock, $1 par value per share, at a price of $10,000 per share. Consideration
given in excess of par value was designated as paid-in excess. On July 9, 1998,
CEGGC issued and sold for cash to CE, 3 shares of common stock. On August 28,
1998, CEGGC issued and sold for cash to CE, 6 shares of common stock.
Consideration received in excess of par value was designated as paid-in excess.
CEGLC is authorized to issue 3,000 shares of stock, each having a par value of
$1. On May 21, 1998, the Board of Directors of CEGLC authorized to issue and
sell for cash or other valuable consideration to CE up to 1,000 shares of common
stock, $1 par value per share, at a price of $10,000 per share. Consideration
given in excess of par value was designated as paid-in excess. On July 9, 1998,
CEGLC issued and sold for cash to CE, 122 shares of common stock. On August 28,
1998, CEGLC issued and sold for cash to CE, 252 shares of common stock.
Consideration received in excess of par value was designated as paid-in excess.
On August 19, 1998, TVC-10 issued and sold for cash to CE, 3 shares of common
stock, $1 par value, for $10,000 per share. Consideration received in excess of
par value was designated as paid-in excess. On August 19, 1998, TVC-9 issued and
sold for cash to CE, 100 shares of common stock, $1 par value, for $10,000 per
share. Consideration received in excess of par value was designated as paid-in
excess.
On November 6, 1998, TVC-10 was renamed CELC. CELC was formed for the purpose of
participating in the Liberty Electric Power LLC Project, a Delaware Limited
Liability Corporation. Liberty Electric Power LLC was organized on July 10, 1998
in connection with the development, ownership, financing, construction and
operating of a power generation project to be located in Eddystone,
Pennsylvania. On November 6, 1998, TVC-9 was renamed CELHC. CELHC was formed in
order to acquire and maintain limited partnership holdings in various projects.
To date, CELHC maintains limited holdings in the Gregory Power Partnership, LP;
Gregory Partners LLC; and Liberty Electric Power LLC. Effective December 14,
1998, CEGLC and Columbia Electric Gregory Member Corporation were dissolved. The
assets and liabilities of these companies were closed into CELHC.
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ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
SECURITIES:
(dollars)
<TABLE>
<CAPTION>
Company Type of Principal Person to Collateral to Consideration
Issuing Security Amount of Issue or Cost of Whom Security Given with Received for
Security Issued Security Renewal Capital was Issued Security Each Security
- --------- -------- --------- --------- ------------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Confidential treatment requested.
</TABLE>
CAPITAL CONTRIBUTIONS:
(dollars in thousands)
<TABLE>
<CAPTION>
Company Company Amount
Contributing Receiving of
Capital Capital Capital Contribution
------- ------- --------------------
<S> <C> <C>
Confidential treatment requested.
</TABLE>
ITEM 3 - ASSOCIATED TRANSACTIONS
Part I -- Transactions performed by reporting companies on behalf of associate
companies (dollars in thousands)
<TABLE>
<CAPTION>
Reporting Associate
Company Company Types of Direct Indirect Total
Rendering Receiving Services Costs Costs Cost Amount
Services Services Rendered Charged Charged of Capital Billed
- --------- --------- -------- ------- -------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Confidential treatment requested.
</TABLE>
Part II -- Transactions performed by associate companies on behalf of reporting
companies (dollars)
<TABLE>
<CAPTION>
Associate Reporting
Company Company Types of Direct Indirect Total
Rendering Receiving Services Costs Costs Cost Amount
Services Services Rendered Charged Charged of Capital Billed
- --------- --------- -------- ------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Confidential treatment requested.
</TABLE>
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ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
<TABLE>
<S> <C> <C>
Investments in energy-related companies:
(dollars in thousands)
Total consolidated capitalization as of December 31, 1998 $4,008,200 Line 1
Total capitalization multiplied by 15%
(line 1 multiplied by 0.15) $ 601,260 Line 2
Greater of $50 million or line 2 $ 601,260 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Energy-related business *
----------
Total current aggregate investment * Line 4
----------
Difference between the greater of $50 million or 15% of capitalization and
the total aggregate investment of the registered holding company system
(line 3 less line 4) * Line 5
Investments in gas-related companies *
</TABLE>
* Confidential treatment requested.
ITEM 5 - OTHER INVESTMENTS
<TABLE>
<CAPTION>
Major Line Other Other
of Energy-Related Investment in last Investment in this Reason for difference in
Business U-9C-3 Report U-9C-3 Report Other Investment
- ----------------- ------------------ ------------------ ------------------------
<S> <C> <C> <C>
Confidential treatment requested.
</TABLE>
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ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
List all financial statements and exhibits filed as a part of this report.
Financial Statements: SEE 1998 FORM U-5S FOR COLUMBIA ENERGY GROUP
Exhibits:
1. Copies of contracts required to be provided by Item 3 shall be filed
as exhibits.
NOT APPLICABLE
2. Certificate stating that a copy of the reports for the previous
quarter has been filed with interested state commissions shall be
filed as an exhibit. The certificate shall provide the names and
addresses of the state commissions.
NOT APPLICABLE.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Columbia Energy Group
---------------------------------------------------
(Registrant)
Date: March 31, 1999 By: /s/ M. W. O'Donnell
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M. W. O'Donnell
Vice President and
Senior Vice President & Chief Financial Officer
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