COLUMBIA ENERGY GROUP
U-1/A, 1999-11-02
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>   1
                                File No. 70-9491

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

    ------------------------------------------------------------------------

                               AMENDMENT NO. 2 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


<PAGE>   2


                 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

                         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

<PAGE>   3

                      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
          -------------------------------------------------------------

                (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
                         -------------------------------
                     (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


<PAGE>   4


                      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
                             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


<PAGE>   5



                     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.
                                EnergyNet, L.L.C.
                                1600 Dublin Road
                             Columbus, OH 43215-1082

                  S. B. RASKIN, Secretary and General Counsel
                      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
 ------------------------------------------------------------------------------

                (Names and Addresses of Other Agents for Service)



<PAGE>   6


                  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. 2, which restates their
Application-Declaration on Form U-1 in File No. 70-9491 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, on the condition that the reorganization will
not result in the entry by the System into a new, unauthorized line of business.
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 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



- --------------

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).

2        This authority was never acted on. As part of the instant application,
         Columbia seeks authority to reincorporate CES under Delaware law.

<PAGE>   7


         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., a Delaware Corporation).

         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 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



- --------------

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.


<PAGE>   8



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 ("CES
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.

         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 condition 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
Form 10-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



- --------------

4        Columbia recently announced its intention to sell its wholesale gas and
         electric trading operations. Columbia Energy Group Press Release,
         August 30, 1999.



<PAGE>   9


         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. 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 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 granted to the Cinergy Corp. See
Cinergy Corp., Holding Company Act Release No. 26984 (March 1, 1999).
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



<PAGE>   10


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.

         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.



<PAGE>   11


         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>
<CAPTION>
<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.

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.



<PAGE>   12



         (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 November 5, 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

         F   Opinion of Counsel for Columbia and Subsidiaries (previously filed)

         G   Proposed Notice (previously filed)



<PAGE>   13

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: November 1, 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.
                           HAWG HAULING & DISPOSAL, INC.
                           PHOENIX-ALAMCO VENTURES, L.L.C.
                           COLUMBIA NATURAL RESOURCES CANADA, LTD.


DATE: November 1, 1999              by: /s/ M. A. Chandler
     ------------                      -------------------------------------
                                        M. A. Chandler, Vice President and
                                        Chief Financial Officer



<PAGE>   14


                           COLUMBIA INSURANCE CORPORATION, LTD.

DATE: November 1, 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
                           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


<PAGE>   15


DATE: November 1, 1999              by: /s/ R. L. Dennis
     ------------                      -------------------------------------
                                        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: November 1, 1999              by: /s/ M. E. Bockelmann
     ------------                      -------------------------------------
                                        M. E. Bockelmann, Vice President






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