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File No. 70-9491
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------
AMENDMENT NO. 1 TO
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
COLUMBIA ELECTRIC VINELAND LIMITED CORPORATION
COLUMBIA ELECTRIC VINELAND GENERAL CORPORATION
COLUMBIA ELECTRIC RUMFORD LIMITED CORPORATION
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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.
COLUMBIA PETROLEUM CORPORATION
CP HOLDINGS, INC.
COLUMBIA PROPANE, L.P.
9200 Arboretum Parkway, Suite 140
Richmond, VA 23236
COLUMBIA INSURANCE CORPORATION, LTD.
Craig Appin House
8 Wesley Street
Hamilton HM EX, Bermuda
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(Names of company or companies filing this statement
and addresses of principal executive offices)
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COLUMBIA ENERGY GROUP
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(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
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(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
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
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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.
Columbia Petroleum Corporation
CP Holdings, Inc.
Columbia Propane, L.P.
9200 Arboretum Parkway, Ste 140
Richmond, VA 23236
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.
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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
S. B. HEATON, Vice President
Columbia Insurance Corporation, Ltd.
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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(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 nonutility subsidiary companies (collectively, the "Columbia System" or
"System"), hereby submit for filing this Amendment No. 1, which restates their
Application-Declaration on Form U-1 in File No. 70-9421 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 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 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
- --------
(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).
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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 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
- --------
(2) This authority was never acted on. As part of the instant application,
Columbia seeks authority to reincorporate CES under Delaware law.
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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 associate company
Columbia Energy Resources, Inc.; (3) CPM, which will continue to engage in
marketing and brokering of other forms of energy;(4) (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 or calendar year, prospectively or retroactively depending
on when CES receives the appropriate authorization.
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(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.
(4) Columbia recently announced its intention to sell its wholesale gas and
electric trading operations. Columbia Energy Group Press Release, August 30,
1999.
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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
Form10-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 of new subsidiaries and the
reincorporation of existing subsidiaries in a different state.(5) A
reincorporation could take place by merging the existing subsidiary with a
successor incorporated in the desired state.
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
new subsidiaries as needed to 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. Columbia does not
seek authorization to acquire an interest in any nonassociate company as part of
the authority requested in this application.
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
- --------
(5) CES will reincorporate under Delaware law as part of the CES Reorganization.
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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 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 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.
* * * * *
(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.
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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.
<TABLE>
<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 proposed reorganization of Columbia's nonutility holdings is subject to:
Sections 6(a) and 7 - for the issuance of securities in connection with the
organization of new companies or the transfer of ownership of securities in a
reorganization.
Sections 9(a) and 10 - for the acquisition of securities of a newly organized or
existing Columbia subsidiary in a reorganization.
Section 12(c) - for the acquisition, retirement or redemption of securities of
Columbia subsidiaries in a reorganization.
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Rules 42, 43 and 45 - for acquisitions, retirements, and redemptions of
securities by the issuer, sales of securities to associate companies, and
capital contributions to associates, all in connection with a reorganization.
Rules 52 and 58 - for the intrasystem financing of nonutility associates and the
formation of certain new nonutility subsidiaries in connection with a
reorganization.
And such other provisions of the Act and the rules adopted under the
Act as the Commission finds applicable.
(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.
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
September 17, 1999 and its order on or before October 15, 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.
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ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
F Opinion of Counsel for Columbia and Subsidiaries
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.
(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: September 29, 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.
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HAWG HAULING & DISPOSAL, INC.
PHOENIX-ALAMCO VENTURES, L.L.C.
COLUMBIA NATURAL RESOURCES CANADA, LTD.
DATE: September 29, 1999 by: //s//M. A. Chandler
-----------------------------------
M. A. Chandler, Vice President and
Chief Financial Officer
COLUMBIA INSURANCE CORPORATION, LTD.
DATE: September 29, 1999 by: //s//N. A. Parillo
-----------------------------------
N. A. Parillo, President
COLUMBIA NETWORK SERVICES CORPORATION
CNS MICROWAVE, INC.
ENERGYNET, L.L.C.
COLUMBIA PROPANE CORPORATION
ATLANTIC ENERGY, INC.
COLUMBIA PETROLEUM CORPORATION
CP HOLDINGS, INC.
COLUMBIA PROPANE, L.P.
COLUMBIA ENERGY GROUP SERVICE 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 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
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COLUMBIA ELECTRIC LIBERTY CORPORATION
COLUMBIA ELECTRIC GREGORY REMINGTON CORPORATION
COLUMBIA ELECTRIC GREGORY GENERAL CORPORATION
COLUMBIA PIPELINE CORPORATION
COLUMBIA DEEP WATER SERVICES COMPANY
COLUMBIA FINANCE CORPORATION
COLUMBIA ACCOUNTS RECEIVABLE CORPORATION
DATE: September 29, 1999 by: //s//R. L. Dennis
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R. L. Dennis, Vice President
COLUMBIA GULF TRANSMISSION COMPANY
TRAILBLAZER PIPELINE COMPANY
CGT TRAILBLAZER, L.L.C.
COLUMBIA GAS TRANSMISSION CORPORATION
MILLENNIUM PIPELINE, L.P.
COLUMBIA LNG CORPORATION
CLNG CORPORATION
DATE: September 29, 1999 by: //s//M. E. Bockelmann
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M. E. Bockelmann, Vice President
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EXHIBIT F
September 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Columbia Energy Group, File No. 70-9491
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 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, subject to certain conditions. 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 Group's
existing or future authorized nonutility businesses. Columbia also seeks
authority for certain related transactions.
In connection with the above, I have examined:
A. the Application-Declaration, as amended; and
B. 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:
1. all state and federal laws applicable to the proposed transactions
will have been complied with; and
2. 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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