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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 1999
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
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<CAPTION>
Page
<S> <C>
ITEM 1 - Organization Chart 2
ITEM 2 - Issuances and Renewals of Securities and Capital Contributions 3
ITEM 3 - Associated Transactions 4
ITEM 4 - Summary of Aggregate Investment 4
ITEM 5 - Other Investments 5
ITEM 6 - Financial Statements and Exhibits 5
SIGNATURE 5
</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>
Columbia Deep Water January 7, 1998 Delaware 100% (Non-FERC
Deep Water jurisdictional)
Services gas pipeline
Company development
(Deep Water)
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)**
Columbia CERC October 28, 1998 Delaware 100% Retail
Energy Energy
Retail Corp. Marketing
(CERC)
Columbia CPC October 30, 1998 Delaware 100% Holding
Pipeline Company
Corp. (CPC) for (non-FERC
jurisdictional)
gas pipeline
companies
</TABLE>
* Formerly TriStar Ventures Corporation 10 (TVC-10)
** Formerly TriStar Ventures Corporation 9 (TVC-9)
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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 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.
On January 13, 1999, CERC issued and sold for cash to Columbia Energy Services
Corporation (CES), 2000 shares of common stock, $10 par value, for $10,000 per
share.
On March 4, 1999, the U. S. Securities and Exchange Commission issued
an Order (March 4, 1999 Order) in File No. 70-9365 (Holding Co. Release No.
35-26985) authorizing Columbia Energy Group to acquire indirectly, through CE,
a 50% interest in Project Gregory and to issue guarantees in an aggregate
amount not to exceed $200 million. Investments in Project Gregory, which had
previously been reported on Form u-9C-3, will no longer be reported on this
Form in reliance on the March 4, 1999 Order.
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On March 5, 1999, CELHC issued and sold for cash to CE, 882 shares of common
stock, $1 par value, for $10,000 per share.
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>
Confidential treatment requested.
</TABLE>
Part II -- Transactions performed by associate companies on behalf of reporting
companies
(dollars)
<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>
Confidential treatment requested.
</TABLE>
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ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
<TABLE>
<CAPTION>
Investments in energy-related companies:
(dollars in thousands)
<S> <C> <C>
Total consolidated capitalization as of March 31, 1999 $4,102,400 Line 1
Total capitalization multiplied by 15%
(line 1 multiplied by 0.15) $ 615,360 Line 2
Greater of $50 million or line 2 $ 615,360 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:
Confidential treatment requested.
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
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(Registrant)
Date: June 1, 1999 By: /s/ M. W. O'Donnell
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M. W. O'Donnell
Senior Vice President & Chief Financial Officer
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