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File No. 70-9127
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to Form U-1
JOINT APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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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
COLUMBIA ENERGY RESOURCES, INC.
COLUMBIA NATURAL RESOURCES, INC.
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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
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(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
Charlestown, 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
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J. W. GROSSMAN, Treasurer
Columbia Atlantic Trading Corporation
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
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(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. 2 to the Application Declaration on Form U-1 in File No. 70-9127 to amend
the Application Declaration as set forth below, and to restate Post-Effective
Amendment No. 1 in its entirety.
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 or
to-be-acquired, 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 to acquire certain oil and gas leasehold interests in
southern Ontario, Canada (the "Canadian Interests"), through a new subsidiary
company, Columbia Natural Resources Canada, Ltd. ("CNR Canada"). Columbia Energy
Group, Holding Co. Act Release No. 26820 (January 23, 1998) (the "1998 Order").
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.
The Commission retained jurisdiction under the 1998 Order with respect
to the direct or indirect acquisition by Columbia, through existing or
to-be-formed non-utility subsidiaries, 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.
This application-declaration requests that the Commission release jurisdiction
over GRAA activities in Canada. Specifically, Columbia proposes to increase from
$5 million to $55 million its investment in Foreign Energy Subsidiaries to
expand its natural gas exploration and
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production program and other GRAA activities in Canada through 2001. Columbia
requests that the Commission retain jurisdiction over GRAA activities outside
the US and Canada and that it retain jurisdiction over additional investments in
Canada in excess of $55 million.
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 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 Canada, 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. As an example of the types of transactions that are
contemplated, CNR Canada was recently involved in negotiating a definitive
purchase agreement to acquire for approximately $6.1 million (Cdn) the
outstanding shares of a Canadian corporation ("Canada Corp.") that owns certain
oil and gas rights on an aggregate of approximately 100,000 acres, and
approximately 105 miles of gathering facilities associated with those acres.
Although this investment opportunity has passed, Columbia is currently pursuing
other similar opportunities.
On the basis of the foregoing, Columbia seeks authority to increase
from $5 million to $55 million its investment in 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
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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.
(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.
Services of Columbia Energy Group Service Corporation in
connection with the preparation of this Post-Effective
Amendment to the Application-Declaration ...................... $1,000
(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.
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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, and 12 of the Act and the rules thereunder
are applicable to the issuance and sale of securities (including equity and
debt) by Foreign Energy Subsidiaries to Columbia, the direct or indirect
acquisition of the securities by Columbia, and the direct or indirect credit
support that Columbia may provide to the Foreign Energy Subsidiaries.
For purposes of compliance with Rule 54, Columbia represents that it
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.
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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 June 23, 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
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.
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.
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COLUMBIA ENERGY GROUP
DATE: June 10, 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.
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: June 10, 1999 by: //s//M. A. Chandler
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M. A. Chandler, Vice President and Chief
Financial Officer
COLUMBIA INSURANCE CORPORATION, LTD.
DATE: June 10, 1999 by: //s//N. A. Parillo
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N. A. Parillo, President
COLUMBIA DEEP WATER SERVICES COMPANY
DATE: June 10, 1999 by: //s//P. R. Aldridge
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P. R. Aldridge, President
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
DATE: June 10, 1999 by: //s//M. E. Bockelmann
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M. E. Bockelmann, Vice President
COLUMBIA NETWORK SERVICES CORPORATION
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CNS MICROWAVE, INC.
COLUMBIA PROPANE 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 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: June 10, 1999 by: //s//R. L. Dennis
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R. L. Dennis, Vice President
COLUMBIA ENERGY GROUP SERVICE CORPORATION
DATE: June 10, 1999 by: //s//J. W. Trost
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J. W. Trost, Vice President
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EXHIBIT F
June 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Columbia Energy Group, File No. 70-9127
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,
Columbia is seeking 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, to expand its natural gas exploration
and production program in Canada through 2001.
In connection with the above, I have examined:
(i) the Application-Declaration, as amended; and
(ii) 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:
(i) all state and federal laws applicable to the
proposed transactions will have been complied with;
and
(ii) 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//Emanuel D. Strauss
Columbia Energy Group Service Corporation
