-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZBTaLU1lFQqfzj/4WXeuqJH6tgyvFnt1gCVfFoZGZZbVy8M20PZqLlJ6+Jb59Oeq A81wXB/ZFpSYjitkyxA8Yg== 0000893220-94-000411.txt : 19941005 0000893220-94-000411.hdr.sgml : 19941005 ACCESSION NUMBER: 0000893220-94-000411 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941004 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA GAS SYSTEM INC CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: 4923 IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08235 FILM NUMBER: 94551532 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 U-1/A 1 AMENDMENT 7 TO FORM U-1 1 PAGE 1 File No. 70-8235 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 7 to Form U-1 JOINT APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 THE COLUMBIA GAS SYSTEM, INC. TRISTAR VENTURES CORPORATION TRISTAR BINGHAMTON GENERAL CORPORATION TRISTAR BINGHAMTON LIMITED CORPORATION TRISTAR FUEL CELLS CORPORATION TRISTAR GEORGETOWN GENERAL CORPORATION TRISTAR GEORGETOWN LIMITED CORPORATION TRISTAR PEDRICK GENERAL CORPORATION TRISTAR PEDRICK LIMITED CORPORATION TRISTAR RUMFORD LIMITED CORPORATION TRISTAR VINELAND GENERAL CORPORATION TRISTAR VINELAND LIMITED CORPORATION TVC NINE CORPORATION TVC TEN CORPORATION 20 Montchanin Road Wilmington, DE 19807 ----------------------------------------------------------------- (Names of company or companies filing this statement and addresses of principal executive offices) THE COLUMBIA GAS SYSTEM, INC. ----------------------------------------------------------------- (Name of top registered holding company parent of each applicant or declarant) L. J. Bainter, Treasurer THE COLUMBIA GAS SYSTEM, INC. 20 Montchanin Road Wilmington, DE 19807 ----------------------------------------------------------------- (Name and address of agent for service) 2 PAGE 2 Application-Declaration previously filed and amended is hereby further amended by deleting Amendment No. 6 in its entirety and by adding the following: 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. Introduction By Order dated November 19, 1993 (HCAR No. 25927) in this file, the Securities and Exchange Commission ("Commission") permitted the Application-Declaration ("Declaration"), as amended, of The Columbia Gas System, Inc. ("Columbia") and its wholly-owned nonutility subsidiary company, TriStar Ventures Corporation ("TVC"), to become effective. The November 19th Order authorized Columbia and TVC (collectively, "Applicants") to recapitalize TVC by authorizing Columbia to make a capital contribution to TVC of up to $31 million of installment promissory notes previously issued to Columbia by TVC. The recapitalization was sought in order to establish a capital structure more appropriate for TVC's current business and economic environment. The recapitalization has been effected so that TVC's capital structure is currently 100% equity. Columbia and TVC also sought approval in the Declaration for $12 million of additional financing of TVC by Columbia. Pursuant to the Applicants' request, a reservation of jurisdiction was granted over that proposal pending completion of the record. 3 PAGE 3 Since the filing of its original Declaration in this file more than one year ago, TVC's financing requirements have changed, primarily because certain contemplated projects have been deferred or not implemented. In addition, TVC and its subsidiaries have reduced expenses through re-engineering and have accumulated project distributions and other cash receipts such that sufficient funds are available for their current administrative and development costs. Consequently, additional financing from Columbia is not sought herein, and Columbia and TVC withdraw that portion of the Declaration concerning the additional financing. Financing from Columbia may be sought at a future date when TVC desires to acquire an interest in a specific project, and Commission approval will be requested for such financing and, to the extent required, for the acquisition. TVC's funds from existing cogeneration activities are estimated to be sufficient to fund administration and development during the near term. TVC intends to invest funds on hand and funds generated by its subsidiaries' existing cogeneration investments in the development of cogeneration, electric wholesale generator ("EWG"), and foreign utility company ("FUCO") projects. In order to do so, TVC must be able to recover the cogeneration investment proceeds from its subsidiaries. To allow such recovery TVC seeks authority for certain transactions described below. Background By Orders dated September 26, 1986 (HCAR No. 35-24199) and November 5, 1986 (HCAR No. 24199-A), the Commission authorized, among other things, the organization of TVC as a wholly-owned 4 PAGE 4 subsidiary of Columbia for the purpose of making investments in qualifying cogeneration facilities ("QFs") as defined in the Public Utility Regulatory Policies Act of 1978 ("PURPA") and the rules and regulations of the Federal Energy Regulatory Commission ("FERC"). Authorized investments included the acquisition of stock, participation in partnerships and joint ventures, the making and/or guaranteeing of loans and the entry into other contractual arrangements. By Order dated December 31, 1987 (HCAR No. 24554), TVC was authorized to make such investments directly or indirectly through TriStar Subsidiaries. Subsequent orders approving additional financing of TVC and/or the acquisitions of interests in specific projects and related transactions were issued on January 29, 1988 (HCAR No. 24569), September 17, 1992 (HCAR No. 25635), and November 9, 1992 (HCAR No. 25672) (referred to herein collectively, along with the 1986 orders, as "Orders"). In accordance with the Orders, TVC and the TriStar Subsidiaries have made investments in various QF projects, some of which have been sold or did not proceed beyond development. Presently, certain TriStar Subsidiaries hold interests in four operating projects: the Pedricktown, Binghamton, Rumford and Vineland projects (collectively, the "Projects"). The aggregate total plant cost of the Projects is approximately $425 million. Of this amount, TVC has invested approximately $20 million in equity, the balance being financed by approximately $63 million of equity contributions from non-affiliated project partners and $350 million from non-recourse third-party secured debt financings. 5 PAGE 5 In this Amendment to the Declaration TVC seeks additional authorization as described below. a) Investment of Self-Generated Funds in Ongoing Operations TVC and the TriStar Subsidiaries propose to use proceeds generated by the Projects to enable them to continue funding preliminary development and administrative operations, the Projects, and, with Commission approval to the extent required, and inasmuch as funds are available, investments in new projects. Thus, TVC requests authority, to the extent such authority is required, to invest in preliminary development activities inasmuch as and so long as funds are available on hand or generated by the operation of TVC and its subsidiaries. TVC will utilize funds received from TriStar Subsidiaries pursuant to authorizations described in the next subsection to fund its administrative and development activities or to fund other TriStar Subsidiaries.* To fund development, TriStar Subsidiaries would issue and sell to TVC shares of common stock at $25 par value per share, and TVC would acquire shares of the common stock at or above par value. Alternatively, the TriStar Subsidiaries - ---------------------------------- * If required due to contingencies arising on a particular project, TVC may reinvest funds in a TriStar Subsidiary involved in an operating project subject to the cap established in the Orders for the previously authorized investment in that TriStar Subsidiary's project. For example, the TriStar Subsidiaries involved in the Vineland project were authorized to invest in the aggregate up to $9.9 million in equity in that project by the Order dated September 17, 1992. The investment was made and some equity was returned to the Vineland TriStar Subsidiaries. To the extent that contingencies were to arise that would require the project partners to reinvest equity, the Vineland TriStar Subsidiaries would be able to do so up to the $9.9 million cap without any further filing. 6 PAGE 6 could issue and sell to TVC installment promissory notes ("Notes"). The Notes would bear a fixed interest rate to be determined at the time of issuance based upon the preceding calendar quarter three-month average yield on newly issued "A" rated 25-30 year utility bonds as published in Salomon Brothers' weekly Bond Market Roundup or 2% per annum above the foregoing applicable rate if interest or principal payment on the Notes becomes past due. The Notes would be payable in installments over a period not to exceed 30 years and would be dated the date of their issue. TVC may also choose to make investments in the TriStar Subsidiaries through short-term advances and/or capital contributions. TriStar Subsidiaries, including TVC Nine Corporation and TVC Ten Corporation (two organized but inactive TVC subsidiaries), will invest in preliminary development and administrative activities related to QFs, EWGs or FUCOs. TVC or the appropriate TriStar Subsidiaries will obtain prior approval of the Commission once they desire to proceed beyond preliminary development to investment in partnerships, joint ventures or other entities established to construct or otherwise participate in QF projects, or TVC or the TriStar Subsidiaries will make such participation contingent upon Commission approval. TVC may also at that time apply for additional financing authority from Columbia in order that it or its subsidiaries may make investments in any such project. TVC also proposes to invest, directly or indirectly through TriStar Subsidiaries (including subsidiaries to be formed at a later date), the proceeds it receives from the TriStar Subsidiaries in development or in acquisitions of interests in 7 PAGE 7 EWGs and/or FUCOs. This proposed investment is described in Item 1.c below. TVC and the TriStar Subsidiaries request a continuing authority to the extent such authority might be deemed required for the reinvestment of funds generated by operations of TVC or its subsidiaries directly or indirectly in administration and development. Because of the nature of the transaction, the companies propose that no expiration date apply so that TVC and the TriStar Subsidiaries may continue their business operations as efficiently as possible. b) Ongoing Recapitalizations of the TriStar Subsidiaries to Recapture Excess Cash The TriStar Subsidiaries are special purpose subsidiaries formed to participate in specific projects. Therefore, to the extent that the TriStar Subsidiaries have funds on hand unnecessary for their current operations, it is proposed that they have the flexibility to transfer those funds to TVC for its operations. For instance, the financing arrangements for the Pedricktown, Binghamton, and Vineland projects required the investment of base and contingent equity by the partners owning those projects. The contingent equity was required to secure cost overruns and other contingencies. As the projects moved from the construction to the operational phase, various contingencies fall away so that the TriStar Subsidiaries involved in the projects receive releases of their contingent equity that was previously escrowed or otherwise held under the financing 8 PAGE 8 arrangements. The TriStar Subsidiaries also receive project distributions from the now operational Projects. The TriStar Subsidiaries plan to transfer excess funds (contingent equity funds, project distributions, or other cash on hand) to TVC by way of a repurchase of shares of their common stock at the same price paid by TVC, by payment of a dividend on shares of common stock out of earned or unearned surplus in accordance with Delaware corporation law (the applicable state law governing the payment of dividends), and/or by the repayment of debt. TVC and the TriStar Subsidiaries request a continuing authority for the repurchase of common stock or the payment of dividends out of capital surplus to permit TVC to recapture funds generated by operations of its subsidiaries and excess to the needs of the subsidiaries. c) EWGs and FUCOs TVC requests authority to directly or indirectly acquire and hold the securities, or an interest in the business, of one or more EWGs and/or FUCOs without the need to apply for, or receive, further approval from the Commission and otherwise without condition under the Act, except as provided otherwise herein and by Sections 32 and 33 of the Act. TVC's parent, Columbia, could, by way of Sections 32(g) and 33(c)(1) of the Act, make investments from funds on hand in EWGs and/or FUCOs without Commission approval. However, TVC, the Columbia subsidiary that already is organized to invest in certain electric generation projects, proposes to make such investments utilizing at present only funds generated by its own operations. Hence, TVC seeks authority merely to make such investments on the same basis as 9 PAGE 9 Columbia with regard to permissible activities under Sections 32 and 33. TVC would make all filings and applications related to EWG and FUCO investments that would be required were Columbia to make such investments directly. With regard to its investments in EWGs and/or FUCOs, TVC plans to form, acquire, finance and own the securities or interests in the business of EWGs and/or FUCOs directly or indirectly through subsidiary companies ("Project Parents" (sometimes also called "intermediary subsidiaries")). The Project Parents would be special purpose domestic corporations, foreign corporations, partnerships, or limited liability companies (or the equivalent thereof) and could include joint ventures engaged in EWG/FUCO activities. With regard to FUCO activities, the organization, formation or acquisition of one or more Project Parents may be necessary or desirable to facilitate such projects in foreign companies. A holding structure of one or more Project Parents also may be necessary or desirable to minimize tax liabilities, to bid on projects through joint ventures, to facilitate a participant's consolidated tax and accounting activities in joint ventures, to insulate TVC from certain business, tax and labor risks, and to facilitate adjustments to or sales of interests of joint ventures or partnerships. A single Project Parent may also acquire and hold direct and indirect interests in both FUCOs and EWGs. Investments by TVC directly or indirectly in any Project Parent may take the form of any combination of acquisitions of capital shares, partnership interests, trust certificates or the equivalent of any of the foregoing under the laws of foreign 10 PAGE 10 jurisdictions, if applicable. Any investment in the capital shares or other equity securities of a Project Parent that have a stated par value will be in an amount equal to or greater than par value. To the extent that a Project Parent is itself determined to be an EWG or FUCO, it would be exempt from project financing filings under the Act except as may otherwise be provided in Sections 32 and 33. As to Project Parents that are not EWGs or FUCOs, TVC and the Project Parent would make a filing, if required, for project financing authority at the appropriate time unless such filing is unnecessary at a later date due to a regulation, rule, or otherwise. TVC does not contemplate utilizing the services of employees of the Columbia system's domestic public utility companies. However, were it to do so, no more than two percent of the employees of the system's domestic public utility companies would render services at any one time, directly or indirectly, to EWGs or FUCOs in which TVC may directly or indirectly hold an interest unless previous Commission approval were sought. TVC proposes that its EWG- and FUCO-related investment authority be a continuing authority, with no expiration date. Presently TVC plans to use self-generated funds, received from its investments in the Projects, to make EWG- and FUCO-related investments. However, at such time as it may require funds from other sources, TVC would file for such financing authority. d) Fuel Management In the Application-Declaration underlying the Order dated September 26, 1986 (which allowed the Application-Declaration to 11 PAGE 11 become effective), TVC stated that it proposed to provide fuel management services for its QF projects. TVC now proposes to provide fuel management, operations and maintenance and related services to non-affiliated entities involved in electric generation projects, as similar authority was granted by the Commission for the provision of consulting services by Northeast Utilities' subsidiary, Charter Oak Energy, Inc. ("Charter Oak") by Order dated December 30, 1992 (HCAR No. 25726). The provision of such services would be incidental to TVC's business of developing and owning projects. While exploring possible project investments, TVC is sometimes asked to provide such services. By having the ability to provide services to nonaffiliates, TVC feels that it may be in a better position later to develop or otherwise invest in such projects or other projects being developed by the nonaffiliates. The proposed fuel management services would consist of developing fuel acquisition strategies to support nonaffiliated entities during the project development stage, as well as daily management of fuel operations and fuel-related risks of operational projects. TVC's fuel management services would predominantly involve natural gas. TVC plans to provide its services to nonaffiliates at negotiated rates. e) Cancellation of Debt Three TriStar Subsidiaries have issued debt to TVC that the companies propose to cancel. Because those companies were involved in projects that never proceeded past development, they are not expected to be able to repay the debt. Therefore, TVC 12 PAGE 12 and the subsidiaries propose to have the authority to cancel the debt. The amount of debt to be cancelled would not exceed: TriStar Georgetown General Corporation, $125,000; TriStar Georgetown Limited Corporation, $6,200,000; and TriStar Fuel Cells Corporation, $900,000. The companies request the authority to cancel such debt through December 31, 1996. Summary of Authorizations Requested TVC and its subsidiaries hereby request specific authority to consummate or engage in the following transactions, all as more fully described above: (a) the continuing authority for the investment by TVC of funds on hand, including any received as a result of the recapitalization of its subsidiaries, in its preliminary development and administrative activities and/or the Projects, which investments could be made indirectly through the TriStar Subsidiaries through purchases of their common stock at or above par value and/or Notes, and/or the making of short-term advances and capital contributions; (b) the continuing authority for the recapitalization of TriStar Subsidiaries from time to time through the repurchase/retirement of shares of common stock from TVC at the same price as paid by TVC, and/or the payment of dividends out of unearned surplus; (c) the continuing authority for the direct or indirect acquisition and holding of securities or an interest in the business, of one or more EWGs and/or FUCOs, and/or Project Parents 13 PAGE 13 engaged in EWG/FUCO activities, as described above; (d) the continuing authority for TVC to provide fuel management, operations and maintenance, and related services to non-affiliates at negotiated rates; and (e) through December 31, 1996, the cancellation of debt issued by one or more of the TriStar Subsidiaries to TVC not to exceed the following amounts: TriStar Georgetown General Corporation, $125,000; TriStar Georgetown Limited Corporation, $6,200,000; and TriStar Fuel Cells Corporation, $900,000. (b) Describe briefly, and where practicable state the approximate amount of any material interest in the proposed transaction, direct or indirect, of any associate company or affiliate of the applicant or declarant or any affiliate of any such associate company. None. (c) If the proposed transaction involves the acquisition of securities not issued by a registered holding company or a subsidiary thereof, describe briefly the business and property, present or proposed, of the issuer of such securities. Except with regard to possible acquisitions of interest in EWG and FUCO projects as described in Item 1(a), 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. 14 PAGE 14 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. The Columbia Gas System Service Corporation has provided certain services in connection with the preparation of this filing as follows: Services of Columbia Gas System Service $10,000 Corporation in connection with the preparation of this amendment to the Application-Declaration Total ...................................... $10,000
(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 any applicant or declarant, or is an affiliate of an associate company, set forth the facts with respect thereto. Columbia Gas System Service Corporation is a wholly owned subsidiary of Columbia and has performed certain services at cost as set forth in Item 2(a)(1) above. 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 absence of a specific exemption, state the basis of exemption. The proposed repurchase of shares of common stock of the TriStar Subsidiaries is subject to Section 12(c) and Rule 42, but 15 PAGE 15 the requirements of that Section and Rule will have been complied with when this Amendment to the Declaration is declared effective. The cancellation of debt of certain of the TriStar Subsidiaries' by TVC may be subject to Section 12(c) and Rules 42 and 45, but the requirements thereof will have been complied with when this amendment to the Declaration is declared effective. The proposed payment of dividends from unearned surplus of the TriStar Subsidiaries is subject to Section 12(c) and Rule 46. The requirements thereof will have been complied with when this amendment to the Application is declared effective. The investments by TVC in its subsidiaries by way of acquisitions of the subsidiaries' common stock and/or Notes or other evidences of indebtedness are subject to Sections 9 and 10 and Rule 43. The transactions are exempt from Rule 45 by Subparagraph (b)(1) thereof. The provision of TVC of fuel management, operating and management, and related services to nonaffiliates might be considered the acquisition of an interest in a business under Sections 9, 10 and 11 of the Act. Such activities are deemed functionally related under the Gas Related Activities Act ("GRAA") as an activity related to the supply of natural gas if the activities (1) are in the interest of consumers of each utility subsidiary or consumers of any other subsidiary of the registered system, and (2) will not be detrimental to the interest of consumers of any such utility company or other subsidiary or to the proper functioning of the registered holding company system. Benefits of TVC's providing such services 16 PAGE 16 include the possibility of increased sales of natural gas by Columbia Natural Resources, Inc. and increased throughput on the Columbia pipeline companies. Therefore, benefits would indirectly accrue to Columbia's local distribution companies ("LDCs") and their consumers through the increased throughput on the Columbia system companies. In addition, the provision of services may enhance TVC's ability later to acquire an interest in the project being served or other projects developed by the nonaffiliates. The acquisition and holding of securities, or an interest in the business of, one or more EWGs, FUCOs, and/or Project Parents is subject to Sections 9, 10, 11, 32 and 33 of the Act and Rule 54. 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 provisions of the rules and regulations other than those specifically referred to herein, 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. 17 PAGE 17 The proposed transactions are not subject to the jurisdiction of any State or Federal commission (other than the Commission). (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. No action is to be taken or proposed to be taken in connection with the proposed transactions. 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 respectfully requested that the Commission issue its notice by October 21, 1994 and its order on or by November 28, 1994. (b) State (i) whether there should be a recommended decisions 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. (b) Applicants hereby (i) waive a recommended decision by a hearing officer, (ii) waive a recommended decision by any other responsible officer of the Commission, (iii) specify that the Division of Investment Management may assist in the preparation of the Commission's decision, and (iv) specify that there should not be a 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective. 18 PAGE 18 Item 6. Exhibits and Financial Statements. (a) Exhibits F-2 Opinion of Counsel (to be filed by amendment) G Financial Data Schedule (incorporated herein as Exhibit 27) H-2 Draft Notice (b) Financial Statements TriStar Ventures Corporation (1) Balance Sheet as of August 31, 1994 (actual and pro forma) (2) Pro Forma Entries 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 item 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. As more fully described in Item 1, the proposed transactions relate only to the possible acquisitions of new business interests and/or financing and have no environmental impact in 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 is preparing an EIS with respect to the proposed transaction. 19 PAGE 19 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Declaration to be signed on their behalf by the undersigned thereunto duly authorized. The signature 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. THE COLUMBIA GAS SYSTEM, INC. Dated: October 4, 1994 By: /s/ L. J BAINTER ----------------------- L. J. Bainter Treasurer TRISTAR VENTURES CORPORATION TRISTAR BINGHAMTON GENERAL CORPORATION TRISTAR BINGHAMTON LIMITED CORPORATION TRISTAR FUEL CELLS CORPORATION TRISTAR GEORGETOWN GENERAL CORPORATION TRISTAR GEORGETOWN LIMITED CORPORATION TRISTAR PEDRICK GENERAL CORPORATION TRISTAR PEDRICK LIMITED CORPORATION TRISTAR RUMFORD LIMITED CORPORATION TRISTAR VINELAND GENERAL CORPORATION TRISTAR VINELAND LIMITED CORPORATION TVC NINE CORPORATION TVC TEN CORPORATION 20 Montchanin Road Wilmington, DE 19807 Dated: October 4, 1994 By: /s/ D. P. DETAR ------------------------- D. P. Detar Treasurer 20 PAGE 1 UNAUDITED 6(b)(1)(a) TRISTAR VENTURES CORPORATION BALANCE SHEET ACTUAL and PRO FORMA As of August 31, 1994
TVC Pro Forma TVC Actual Entries Pro Forma ----------- ----------- ----------- ASSETS Investments and Other Assets Investment in subsidiaries . . . . . . . . . . . . . . 15,794,403 7,135,664 22,930,067 Notes receivable . . . . . . . . . . . . . . . . . . . 15,069,974 (7,135,664) 7,934,310 ----------- ----------- ----------- Total Investments and Other Assets . . . . . . . . . . . 30,864,377 0 30,864,377 Current Assets Cash and temporary cash investments . . . . . . . . . . 2,877,748 0 2,877,748 Other receivables . . . . . . . . . . . . . . . . . . . 670,057 0 670,057 Taxes Receivable . . . . . . . . . . . . . . . . . . . 1,779,922 0 1,779,922 Prepayments . . . . . . . . . . . . . . . . . . . . . . 38,897 0 38,897 Other . . . . . . . . . . . . . . . . . . . . . . . . . 304,125 0 304,125 ----------- ----------- ----------- Total Current Assets . . . . . . . . . . . . . . . . . . 5,670,749 0 5,670,749 ----------- ----------- ----------- Deferred taxes - noncurrent . . . . . . . . . . . . . . . 99,545 0 99,545 ----------- ----------- ----------- Total Assets . . . . . . . . . . . . . . . . . . . . . . 36,634,671 0 36,634,671 =========== =========== ===========
TVC Pro Forma TVC Actual Entries Pro Forma ----------- ----------- ----------- CAPITALIZATION AND LIABILITIES Capitalization Common stock, $25 par value . . . . . . . . . . . . . . 15,292,600 0 15,292,600 Amounts paid in excess of par . . . . . . . . . . . . . 42,802,023 0 42,802,023 Retained earnings . . . . . . . . . . . . . . . . . . . (21,897,737) 0 (21,897,737) ----------- ----------- ----------- Total Capitalization . . . . . . . . . . . . . . . . . . 36,196,886 0 36,196,886 ----------- ----------- ----------- Current Liabilities Accounts and drafts payable . . . . . . . . . . . . . . 149,945 0 149,945 Accrued taxes . . . . . . . . . . . . . . . . . . . . . 30 0 30 Accrued interest . . . . . . . . . . . . . . . . . . . 107,239 0 107,239 Deferred income taxes - current . . . . . . . . . . . . 132,345 0 132,345 ----------- ----------- ----------- Total Current Liabilities . . . . . . . . . . . . . . . . 389,559 0 389,559 ----------- ----------- ----------- Other Liabilities and Deferred Credits Other . . . . . . . . . . . . . . . . . . . . . . . . . 48,225 0 48,225 ----------- ----------- ----------- Total Other Liabilities and Deferred Credits . . . . . . 48,225 0 8,225 ----------- ----------- ----------- Total Capitalization and Liabilities . . . . . . . . . . 36,634,671 0 36,634,671 =========== =========== ===========
21 PAGE 2 TRISTAR VENTURES CORPORATION UNAUDITED PRO FORMA ENTRIES 6(b)(1)(b) 1. Investment in subsidiaries - Georgetown Limited Corp. 6,128,295 Notes receivable 6,128,295 To convert debt due to TVC, the Parent Company, to Contributed Capital 2. Investment in subsidiaries - Georgetown General Corp. 124,096 Notes receivable 124,096 To convert debt due to TVC, the Parent Company, to Contributed Capital 3. Investment in subsidiaries - Fuel Cells Corp. 883,273 Notes receivable 883,273 To convert debt due to TVC, the Parent Company, to Contributed Capital
22 PAGE 1 EXHIBIT INDEX (a) Exhibits F-2 Opinion of Counsel (to be filed by amendment) G Financial Data Schedule (incorporated herein as Exhibit No. 27) H-2 Draft Notice EX-27 2 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 ITEM 6(a) EXHIBIT 27 TRISTAR VENTURES CORPORATION AND SUBSIDIARIES ARTICLE OPUR1 FINANCIAL DATA SCHEDULES PER BOOK AUGUST 31, 1994 0000022099 COLUMBIA GAS 1 TVC OTHER OTHER DEC-31-1993 DEC-31-1993 AUG-31-1994 AUG-31-1994 PER BOOK PRO FORMA 0 0 30,864,377 30,864,377 5,670,749 5,670,749 99,545 99,545 0 0 36,634,671 36,634,671 15,292,600 15,292,600 42,802,023 42,802,023 1,051,844,087 1,051,844,087 36,196,886 36,196,886 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 437,784 437,784 36,634,671 36,634,671 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
EX-99.H2 3 DRAFT NOTICE TO SEC 1 PAGE 1 EXHIBIT H-2 SECURITIES AND EXCHANGE COMMISSION (Release No. ) TRISTAR VENTURES CORPORATION AND SUBSIDIARIES NOTICE OF PROPOSED RECAPITALIZATION, REINVESTMENT OF FUNDS IN QFS, EWGS AND FUCOS, PROVISION OF SERVICES TO NONAFFILIATES, AND CANCELLATION OF DEBT TriStar Ventures Corporation ("TVC"), a Delaware corporation and subsidiary of The Columbia Gas System, Inc. ("Columbia"), a registered holding company, has filed, along with its wholly-owned subsidiaries ("TriStar Subsidiaries") post-effective amendment under Sections 9, 10, 11, 12(c), 32 and 33 under the Public Utility Holding Company Act of 1935 (the "Act") and Rules 42, 43, 45, 46 and 54 thereunder. By Order dated November 19, 1993 (HCAR No. 25927) in this file, the Commission permitted recapitalization of TVC by Columbia. A reservation of jurisdiction pending completion of the file was granted over that portion of the underlying Application-Declaration that requested additional financing of TVC by Columbia. TVC has withdrawn that portion of the Application-Declaration concerning the additional financing and associated investment proposal. Instead, TVC intends to invest funds on hand and generated by the operations of its subsidiaries' cogeneration investments in development of cogeneration, electric wholesale generator, and foreign utility company projects. In order to do so, TVC must be able to recover project-generated sums from the subsidiaries. TVC and the TriStar Subsidiaries seek a continuing authority for the recapitalization of one or more of the TriStar Subsidiaries through the repurchase of shares of common stock, and/or the payment of dividends out of unearned surplus so as to transfer unused funds from the special purpose subsidiaries back to TVC. The TriStar Subsidiaries' funds would come from releases of contingent equity and project distributions from operational projects or from other sources. TVC seeks a continuing authority to reinvest directly or indirectly such funds received in preliminary development and administrative expenses and, in connection therewith, to fund additional TriStar Subsidiaries. The TriStar Subsidiaries would issue and sell shares of common stock at $25 par value per share, and TVC would acquire shares of the common stock at or above par value. Installment promissory notes ("Notes") could also be issued by the TriStar Subsidiaries to TVC. The Notes would bear a fixed interest rate to be determined at the time of issuance based upon the preceding calendar quarter three-month average yield on newly issued "A" rated 25-30 year utility bonds as published in Salomon Brothers' weekly Bond Market Roundup or 2% per annum above the foregoing applicable rate if interest or principal payment on the Notes becomes past due. The Notes will be payable in installments over a period not to exceed 30 years and will be dated the date of their issue. TVC may also choose to make such investments in the TriStar Subsidiaries through short-term advances and/or capital contributions. The amount invested by TVC in the TriStar Subsidiaries would not exceed funds on hand or generated by existing operations. No funds currently will be received from Columbia to 2 PAGE 2 fund these operations. Financing from Columbia may be sought at a future date when TVC desires to acquire an interest in a specific project, and Commission approval will be requested for such financing and, to the extent required, for the acquisition. TVC would invest in the TriStar Subsidiaries for activities related to qualifying cogeneration facilities ("QFs") as defined under the Public Utility Regulatory Policies Act and for activities related to electric wholesale generators ("EWGs") as defined in Section 32 of the Act and foreign utility companies ("FUCOs") as defined in Section 33 of the Act. Such investments could be through the TriStar Subsidiaries already organized to participate in QF projects, through TVC Nine Corporation and TVC Ten Corporation (two organized but inactive TriStar Subsidiaries), and/or through other TriStar Subsidiaries to be organized to participate in EWGs and FUCOs, including intermediate holding companies for EWG and FUCO investments ("Project Parents"). With regard to its continuing preliminary development of QFs, TVC will obtain prior approval of the Commission once it desires to proceed beyond preliminary development through additional investments by TriStar Subsidiaries in partnerships, joint ventures or other entities established to construct or otherwise participate in QF projects, or TVC will make such participation contingent upon Commission approval. TVC plans to form, acquire, finance and own the securities or interests in the business of EWGs and/or FUCOs directly or indirectly through Project Parents. The Project Parents would be special purpose domestic corporations, foreign corporations, partnerships, or limited liability companies (or the equivalent thereof) and could include joint ventures engaged in EWG/FUCO activities. With regard to FUCO activities, the organization, formation or acquisition of one or more Project Parents may be necessary or desirable to facilitate such projects in foreign companies. A holding structure of one or more Project Parents also may be necessary or desirable to minimize tax liabilities, to bid on projects through joint ventures, to facilitate a participant's consolidated tax and accounting activities in joint ventures, to insulate TVC from certain business, tax and labor risks, and to facilitate adjustments to or sales of interests of joint ventures or partnerships. A Project Parent may also acquire and hold direct and indirect interests in both FUCOs and EWGs. Investments by TVC directly or indirectly in any Project Parent may take the form of any combination of acquisitions of capital shares, partnership interests, trust certificates or the equivalent of any of the foregoing under the laws of foreign jurisdictions, if applicable. Any investment in the capital shares or other equity securities of a Project Parent that have a stated par value will be in an amount equal to or greater than par value. As to Project Parents that are not determined to be EWGs or FUCOs, TVC and the Project Parent would make a filing when required for financing authority at the appropriate time unless a filing is unnecessary at such later date due to regulation, rule or otherwise. TVC does not contemplate utilizing the services of employees of the Columbia system's domestic public utility companies. However, were it to do so, no more than two percent of the employees of the system's domestic public utility companies would render services at any one time, directly or indirectly, to EWGs or FUCOs in which TVC may directly or indirectly hold an interest unless previous Commission approval were sought. 3 PAGE 3 TVC also proposes to have continuing authority to provide fuel management, operations and maintenance and related services to non-affiliated entities primarily involved in electric generation projects. The proposed fuel management services would consist of developing fuel acquisition strategies to support nonaffiliated entities during the project development stage, as well as daily management of fuel operations and fuel-related risks of operational projects. TVC would provide its services, which would predominantly involve natural gas, to nonaffiliates at negotiated rates. TVC states that the provision of such services to nonaffiliates may facilitate its participation in electric generation projects. Finally, TVC proposes, through December 31, 1996, to cancel debt issued by three TriStar Subsidiaries that were involved in projects that never proceeded past development. Upon such cancellation, the appropriate book entries would be recorded in accordance with generally accepted accounting practices. The amount of debt to be cancelled would not exceed: TriStar Georgetown General Corporation, $125,000; TriStar Georgetown Limited Corporation, $6,200,000; and TriStar Fuel Cells Corporation, $900,000. The application-declaration as amended and the post-effective amendment thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by __________, 1994, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicants-declarants at the address specified above. Proof of service (by affidavit or, in case of an attorney-at-law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the post-effective amendment to the joint-application, as filed or as it may be amended, may be permitted to become effective. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary -----END PRIVACY-ENHANCED MESSAGE-----