-----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, LXeRl2BavVSP2vVTFil25tUTAVh7IOrHRtM+YeZy0P5TNycyH/UBy+VgolaP7KQK r+/2ibjnLpkko0Z3l0P/eQ== 0000893220-95-000274.txt : 19950426 0000893220-95-000274.hdr.sgml : 19950426 ACCESSION NUMBER: 0000893220-95-000274 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950425 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA GAS SYSTEM INC CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [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: 070-08605 FILM NUMBER: 95530869 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 U-1/A 1 AMEND. NO. 2 TO FORM U-1, THE COLUMBIA GAS SYSTEM 1 File No. 70-8605 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 THE COLUMBIA GAS SYSTEM, INC. 20 Montchanin Road Wilmington, DE 19807 TRISTAR VENTURES CORPORATION 20 Montchanin Road Wilmington, DE 19807 - -------------------------------------------------------------------------------- (Name of Company or Companies Filing This Statement and Addresses of the 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 D. P. DETAR, TREASURER TriStar Ventures Corporation 20 Montchanin Road Wilmington, DE 19807 - -------------------------------------------------------------------------------- (Name and Address of Principal Agents for Service) 2 PAGE 2 The Application-Declaration as filed is hereby further amended as follows: ITEM 3. Applicable Statutory Provisions On p. 18, delete the last paragraph and replace it with the following: "Columbia and TVC currently do not own or operate, nor are they equity participants in any EWG or any FUCO and Columbia, TVC and TNGV will not be a company that owns, operates or has an equity participation in an EWG or FUCO as a result of the approvals requested herein. None of Columbia, TVC and TNGV will have any rights or obligations under a service, sales or construction contract with an EWG or FUCO as a result of the proposed transactions requested herein". 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. On p. 19, delete the sentence under Item 4(a) and replace it with the following: "In the opinion of counsel, no approval or consent of any regulatory body, including the United States Bankruptcy Court for the District of Delaware, other than the Commission is necessary for the consummation of the proposed transaction". ITEM 6. Exhibits and Financial Statements (a) Exhibits F Opinion of Counsel 3 PAGE 3 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Application-Declaration to be signed on its 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. THE COLUMBIA GAS SYSTEM, INC. Date: April 24, 1995 By: /s/ L. J. Bainter ------------------------ L. J. Bainter Treasurer TRISTAR VENTURES CORPORATION Dated: April 24, 1995 By: /s/ D. P. Detar ------------------------- D. P. Detar Treasurer
4 PAGE 1 EXHIBIT INDEX (a) Exhibits F Opinion of Counsel EX-99.F 2 OPINION OF COUNSEL 1 PAGE 1 Exhibit F April 21, 1995 U. S. Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: Re: The Columbia Gas System, Inc., et al. File No. 70-8605 ---------------------------------- As Counsel for The Columbia Gas System, Inc. ("Columbia"), a Delaware corporation and a holding company registered under the Public Utility Holding Company Act of 1935 (the "Act"), and at its request, I deliver to you this Opinion for filing as an Exhibit to the Joint Application-Declaration on Form U-1 (File No. 70-8605) of Columbia and its subsidiary, TriStar Ventures Corporation ("TVC"), a Delaware corporation, as amended (the Application and amendments hereinafter referred to collectively as the "Application") relating to: 1) the issue by TVC and acquisition by Columbia of up to $7 million in shares of common stock, $25 par value, at or above par value, which $7 million is to be used by TVC solely to make investments in a wholly-owned subsidiary corporation ("TNGV") for natural gas vehicle ("NGV") activities; 2) the issue by TNGV and acquisition by TVC of up to $7 million in shares of common stock, $25 par value, at or above par value; 3) the investment by TNGV of the $7 million to engage in NGV activities directly or indirectly through joint arrangements with nonassociates, which may include: a) entering into written contracts to provide goods and services for NGV activities; b) entering into contracts with subcontractors to provide goods and services for NGV activities; c) acquiring an ownership interest in corporations or other entities established to engage in NGV activities; 2 PAGE 2 d) establishing wholly-owned limited purpose subsidiary corporations to invest and participate in joint arrangements established to engage in NGV activities; e) lending funds to, or guaranteeing borrowings by, nonassociates to enable them to engage in NGV activities; and f) obtaining third party debt financing by an entity, other than a wholly-owned special purpose subsidiary, in which TNGV has an ownership interest. The above items 1 through 3, as are more fully described in the Application, are hereinafter referred to as the "Proposed Transactions." In connection with the above, I have examined: (i) the Application; (ii) a copy of the Restated Certificate of Incorporation of Columbia and the Certificate of Incorporation of TVC; (iii) the Order of the U. S. Bankruptcy Court for the District of Delaware dated August 2, 1991; and (iv) 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, assuming (i) the Proposed Transactions are consummated in accordance with the Application, and (ii) all taxes and government charges in connection with such transactions are paid: (a) all state laws applicable to the Proposed Transactions will have been complied with; (b) the common stock to be issued by TVC, TNGV, and any TNGV subsidiary will be fully paid, non-assessable, and Columbia, TVC, or TNGV as the respective holder thereof will be entitled to the rights and privileges appertaining thereto as set forth in the charter of the issuing company; and (c) the consummation of the Proposed Transactions will not violate the legal rights of the holders of any securities issued by Columbia, TVC, TNGV or any associate company thereof. 3 PAGE 3 I hereby consent to the filing of this opinion as an Exhibit to the Application. Very truly yours, /s/ Joyce Koria Hayes ------------------------------- Joyce Koria Hayes, Esquire Associate General Counsel & Assistant Secretary Columbia Gas System Service Corporation -----END PRIVACY-ENHANCED MESSAGE-----