-----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, e4HRlDsaWDpO132KPx98OJk4a4Ef/ZKEmf4VzPFugnHa+qbO6YWByamqcqhpYqgN fXBtHFifQj0BDP0hcXcd4Q== 0000893220-94-000432.txt : 19941107 0000893220-94-000432.hdr.sgml : 19941107 ACCESSION NUMBER: 0000893220-94-000432 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19941103 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: 94557517 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 U-1/A 1 AMENDMENT NO. 8 TO FORM U-1, COLUMBIA GAS SYSTEM 1 File No. 70-8235 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 8 to Form U-1 JOINT APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 THE COLUMBIA GAS SYSTEM, INC. THRUSTER 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 The Application-Declaration previously filed and amended is hereby further amended by deleting Amendment No. 7 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 3 PAGE 3 granted over that proposal pending completion of the record. 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 (the "TriStar 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, 4 PAGE 4 among other things, the organization of TVC as a wholly-owned 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 cash on hand and proceeds generated by the Projects and other operations to enable them to continue funding preliminary development and administrative operations and, with Commission approval to the extent required and inasmuch as funds are available, investments in new projects. As set forth in Exhibit I-1, currently TVC expects to have up to $34.1 million (the "Self-Generated Funds") available to it and its subsidiaries through December 31, 1997 to expend on preliminary development, administration and new investments. Preliminary development activities would include, but not be limited to, the investigation of sites, preliminary engineering and licensing activities, acquiring options and rights, contract drafting and negotiating, preparation of proposals and the other necessary activities to identify and analyze feasible investment opportunities and to initiate the commercialization of a project. Administration would include the ongoing personnel, accounting, engineering, legal, financial and other support activities necessary for TVC to manage its operations and investments. TVC may engage directly in preliminary development, or such activities may be conducted indirectly through the TriStar Subsidiaries, including TVC Nine Corporation and TVC Ten Corporation, two organized but inactive subsidiaries. To fund development activities of the TriStar Subsidiaries through December 31, 1997, TVC and the TriStar Subsidiaries hereby seek authority for 6 PAGE 6 the issuance and sale of the TriStar Subsidiaries' securities, and the purchase thereof by TVC, in an aggregate amount not to exceed the Self-Generated Funds. In connection therewith, the TriStar Subsidiaries could 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 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 for preliminary development in the TriStar Subsidiaries through short-term advances and/or capital contributions. Short-term advances would be made on open account, would bear interest at a rate equivalent to the composite weighted effective cost of Columbia's short-term financing transactions, and would be repaid by the TriStar Subsidiaries as funds are available but no later than April 30 of the following year. TVC or the appropriate TriStar Subsidiaries will obtain prior approval of the Commission once they desire to proceed beyond preliminary development of QFs to investment in partnerships, joint ventures or other entities established to 7 PAGE 7 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, with Commission approval), all or some portion of the Self-Generated Funds in development or in acquisitions of interests in EWGs and/or FUCOs. This proposed investment is described in Item 1.c below. b) 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 ability to transfer those funds to TVC for its operations. These funds would form part of the Self-Generated Funds that TVC plans to invest, directly or indirectly, in various activities as described in this Amendment No. 8. 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 fell away, and continue to fall away, so that the TriStar Subsidiaries involved 8 PAGE 8 in the projects receive releases of their contingent equity and other funds that were previously escrowed or otherwise held under the financing and project 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 the subsidiaries' dividends), and/or by the repayment of debt. TVC and the TriStar Subsidiaries request authority, through December 31, 1997, for the repurchase of common stock or the payment of dividends out of capital surplus by the TriStar Subsidiaries to permit TVC to recapture funds generated by operations of its subsidiaries and excess to the needs of the subsidiaries. The proposed amount of stock repurchases and/or dividends out of capital surplus to be paid to TVC by certain TriStar Subsidiaries would not exceed the following: TriStar Binghamton General Corporation - $1.2 million; TriStar Binghamton Limited Corporation - $2.8 million; TriStar Vineland General Corporation - $350,000; and TriStar Vineland Limited Corporation - $3.15 million. c) EWGs and FUCOs TVC may desire to directly or indirectly acquire and hold the securities, or an interest in the business, of one or more 9 PAGE 9 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. Columbia currently has made no EWG- or FUCO-related investments, nor does it propose herein to issue or sell any securities to make EWG- or FUCO-related investments. TVC, the Columbia subsidiary that already is organized to invest in certain electric generation projects, proposes to make such investments utilizing at present only the Self-Generated Funds. Hence, TVC seeks authority merely to make such investments on the same basis as 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 10 PAGE 10 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 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 for its EWG and FUCO activities. However, were it to do so, no more 11 PAGE 11 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 requests the authority to invest all of some portion of the Self-Generated Funds, through December 31, 1997, in its direct or indirect investments in Project Parents of FUCOs, or Project Parents holding a combination of FUCO and EWG investments, or the direct acquisition of FUCOs. Commission approval is not required for TVC's direct or indirect acquisition of EWGs so long as TVC invests self-generated funds. However, at such time as it may require funds from other sources, TVC would file for such financing authority as required. d) Project Management Services In the Application-Declaration underlying the Order dated September 26, 1986 (which allowed the Application-Declaration as amended to 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 ("O&M") and related services to non-affiliated entities involved in electric generation projects (such as cogenerators and independent power producers), 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 12 PAGE 12 to TVC's business of developing and owning projects and would be provided under the direction and management of the owners and/or operators of the non-affiliated 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. Were TVC to propose to invest in such projects, TVC would seek Commission approval for the issuance and sale of securities to invest in projects as required. The provision of services also would allow TVC to utilize its personnel, resources and expertise so as to generate revenues in an incidental enterprise that normally would not require investment of equity nor capital investments. 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. More specifically, the fuel management services may include such duties as planning and arranging the supply and transportation of fuel; negotiating and managing gas supply contracts; planning and negotiating for the backup fuel; generating and analyzing project dispatch projections; monitoring and participating in state and federal regulatory proceedings that could impact fuel supply, cost, and transportation; and managing and minimizing fuel-related project risk exposure. TVC's fuel management services would predominantly involve natural gas. 13 PAGE 13 The proposed O&M services, performed for a fee, would consist of overseeing the day-to-day management, coordination and optimization of projects. O&M services may include such duties as overseeing project operations to maximize the economic advantages of project operations to owners; assessing compliance with regulatory and environmental issues; monitoring project performance; establishing and monitoring operating plans and budgets; negotiating, approving and managing contracts for outside services; and evaluating issues related to the project host and utility. TVC plans to provide its project management services to nonaffiliates at negotiated rates. TVC proposes to use its own employees to render such services. While TVC is not presently involved with providing project management services to nonaffiliates, it currently estimates that its revenues from such services may grow to $4.0 million annually by the end of 1997. TVC proposes that the Commission impose no time restriction on revenues from its services at this time since such a restriction would limit the duration of any contract to provide services. TVC proposes that the provision of services be reviewed at the end of 1997 to determine whether further expansion of the activity poses any detriment to the operation of the utility system. 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 14 PAGE 14 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. Pro forma financial statements are provided hereinafter giving effect to the debt cancellation. 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) through December 31, 1997, for the investment by TVC of all or some portion of the Self-Generated Funds in the TriStar Subsidiaries for preliminary development, through the issuance by the subsidiaries, and the purchase thereof by TVC, of their common stock at or above par value and/or Notes, and/or the making of short-term advances and capital contributions; (b) through December 31, 1997, for the recapitalization of certain 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 in an aggregate amount not to exceed: TriStar Binghamton General Corporation - $1.2 million; TriStar Binghamton Limited Corporation - $2.8 million; TriStar Vineland 15 PAGE 15 General Corporation - $350,000; and TriStar Vineland Limited Corporation - $3.15 million; (c) through December 31, 1997, for the direct or indirect acquisition and holding of securities or an interest in the business, of one or more FUCOs and/or Project Parents engaged in FUCO and/or combination EWG/FUCO activities, through the investment of all or a portion of the Self-Generated Funds; (d) the provision of 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. 16 PAGE 16 (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. 17 PAGE 17 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 18 PAGE 18 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 Sections 12(b) and 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 6, 7, 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 19 PAGE 19 company system. Benefits of TVC's providing such services 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, 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. 20 PAGE 20 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 November 18, 1994 and its order on or by December 14, 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. 21 PAGE 21 Item 6. Exhibits and Financial Statements. (a) Exhibits F-2 Opinion of Counsel (to be filed by amendment) G Financial Data Schedules (incorporated herein as Exhibit 27) H-3 Draft Notice I-1 TriStar Ventures Corporation Summary of Self-Generated Funds 1995-1997 I-2 Binghamton Cogeneration Limited Partnership Balance Sheet as of August 31, 1994 (unaudited) (confidential treatment requested)(to be filed by amendment) I-3 Binghamton Cogeneration Limited Partnership Statement of Income for the twelve months ended August 31, 1994 (unaudited)(confidential treatment requested)(to be filed by amendment) I-4 Vineland Cogeneration Limited Partnership Balance Sheet as of August 31, 1994 (unaudited) (confidential treatment requested)(to be filed by amendment) I-5 Vineland Cogeneration Limited Partnership Statement of Income for the twelve months ended August 31, 1994 (unaudited)(confidential treatment requested)(to be filed by amendment) I-6 Pedricktown Cogeneration Limited Partnership Balance Sheet as of August 31, 1994 (unaudited) (confidential treatment requested)(to be filed by amendment) I-7 Pedricktown Cogeneration Limited Partnership Statement of Income for the twelve months ended August 31, 1994 (unaudited)(confidential treatment requested)(to be filed by amendment) I-8 Rumford Cogeneration Company Balance Sheet as of December 31, 1993 (unaudited)(confidential treatment requested)(to be filed by amendment) I-9 Rumford Cogeneration Company Statement of Income for the twelve months ended December 31, 1993 (unaudited)(confidential treatment requested)(to be filed by amendment) 22 PAGE 22 (b) Financial Statements 1. TriStar Ventures Corporation (a) Balance Sheet as of August 31, 1994 (actual and pro forma) (b) Pro Forma Entries 2. Georgetown Limited Corporation (a) Balance Sheet as of August 31, 1994 (actual and pro forma) (b) Pro Forma Entries 3. Georgetown General Corporation (a) Balance Sheet as of August 31, 1994 (actual and pro forma) (b) Pro Forma Entries 4. Fuel Cells Corporation (a) Balance Sheet as of August 31, 1994 (actual and pro forma) (b) Pro Forma Entries 5. Binghamton General Corporation (a) Balance Sheet as of August 31, 1994 (actual and pro forma) (b) Pro Forma Entries 6. Binghamton Limited Corporation (a) Balance Sheet as of August 31, 1994 (actual and pro forma) (b) Pro Forma Entries 7. Vineland General Corporation (a) Balance Sheet as of August 31, 1994 (actual and pro forma) (b) Pro Forma Entries 23 PAGE 23 8. Vineland Limited Corporation (a) Balance Sheet as of August 31, 1994 (actual and pro forma) (b) 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. 24 PAGE 24 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: November 3, 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: November 3, 1994 By: /s/ D. P. DETAR ---------------------------- D. P. Detar Treasurer
25 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 4,537,908 20,332,311 Notes receivable ................................. 15,069,974 (7,135,664) 7,934,310 ------------ ------------ ------------ Total Investments and Other Assets.................. 30,864,377 (2,597,756) 28,266,621 Current Assets Cash and temporary cash investments .............. 2,877,748 2,597,756 5,475,504 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 2,597,756 8,268,505 ------------ ------------ ------------ 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 ............................................ 48,226 0 48,226 ------------ ------------ ------------ Total Other Liabilities and Deferred Credits ....... 48,226 0 48,226 ------------ ------------ ------------ Total Capitalization and Liabilities ............... 36,634,671 0 36,634,671 ============ ============ ============
26 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 4. Investment in subsidiaries - Binghamton General Corp. 573,359 Cash and temporary cash investment 573,359 To record a dividend paid by Binghamton General Corp. to TVC, the Parent Company 5. Investment in subsidiaries - Binghamton Limited Corp. 1,442,045 Cash and temporary cash investment 1,442,045 To record a dividend paid by Binghamton Limited Corp. to TVC, the Parent Company 6. Investment in subsidiaries - Vineland General Corp. 63,768 Cash and temporary cash investment 63,768 To record a dividend paid by Vineland General Corp. to TVC, the Parent Company 7. Investment in subsidiaries - Vineland Limited Corp. 518,584 Cash and temporary cash investment 518,584 To record dividend paid by Vineland Limited Corp. to TVC, the Parent Company
NOTE: The pro forma entries for dividends from unearned surplus reflects the minimum amount currently available and does not show the additional amounts that may be available through December 31, 1997. 27 UNAUDITED 6(b)(2)(a) GEORGETOWN LIMITED CORPORATION BALANCE SHEET ACTUAL and PRO FORMA As of August 31, 1994
GLC Pro Forma GLC Actual Entries Pro Forma ----------- ----------- ----------- ASSETS Investments and Other Assets Investment in subsidiaries ....................... 0 0 0 Notes receivable ................................. 0 0 0 ----------- ----------- ----------- Total Investments and Other Assets ................. 0 0 0 ----------- ----------- ----------- Current Assets Cash and temporary cash investments .............. 0 0 0 Other receivable.................................. 917 0 917 Deferred taxes - current ......................... 1,654 0 1,654 Taxes receivable ................................. 134,232 0 134,232 Prepayments ...................................... 0 0 0 Other ............................................ 24,500 0 24,500 ----------- ----------- ----------- Total Current Assets ............................... 161,303 0 161,303 ----------- ----------- ----------- Deferred taxes - noncurrent ........................ 2,086,657 0 2,086,657 ----------- ----------- ----------- Total Assets ....................................... 2,247,960 0 2,247,960 =========== =========== ===========
GLC Pro Forma GLC Actual Entries Pro Forma ----------- ----------- ----------- CAPITALIZATION AND LIABILITIES Capitalization Common stock, $25 par value ...................... 75,000 0 75,000 Amounts paid in excess of par .................... 0 6,128,295 6,128,295 Retained earnings ................................ (4,863,697) 0 (4,863,697) ----------- ----------- ----------- Total Capitalization ............................... (4,788,697) 6,128,295 1,339,598 ----------- ----------- ----------- Current Liabilities Notes payable .................................... 6,128,295 (6,128,295) 0 Accounts and drafts payable ...................... 79,189 0 79,189 Accrued taxes .................................... 0 0 0 Accrued interest ................................. 5,773 0 5,773 Deferred income taxes - current .................. 0 0 0 Other ............................................ 0 0 0 ----------- ----------- ----------- Total Current Liabilities .......................... 6,213,257 (6,128,295) 84,962 ----------- ----------- ----------- Other Liabilities and Deferred Credits Other ............................................ 823,400 0 823,400 ----------- ----------- ----------- Total Other Liabilities and Deferred Credits ....... 823,400 0 823,400 ----------- ----------- ----------- Total Capitalization and Liabilities ............... 2,247,960 0 2,247,960 =========== =========== ===========
28 GEORGETOWN LIMITED CORPORATION UNAUDITED PRO FORMA ENTRIES 6(b)(2)(b) 1. Amounts paid in excess of par 6,128,295 Notes payable 6,128,295
To convert notes payable to TVC, the Parent, to amounts paid in excess of par NOTE: The pro forma entries for dividends from unearned surplus reflects the minimum amount currently available and does not show the additional amounts that may be available through December 31, 1997. 29 UNAUDITED 6(b)(3)(a) GEORGETOWN GENERAL CORPORATION BALANCE SHEET ACTUAL and PRO FORMA As of August 31, 1994
GGC Pro Forma GGC Actual Entries Pro Forma ----------- ----------- ----------- ASSETS Investments and Other Assets Investment in subsidiaries ....................... 0 0 0 Notes receivable ................................. 0 0 0 ----------- ----------- ----------- Total Investments and Other Assets ................. 0 0 0 ----------- ----------- ----------- Current Assets Cash and temporary cash investments .............. 0 0 0 Other receivable ................................. 94 0 94 Deferred taxes - current ......................... 9 0 9 Taxes receivable ................................. 3,779 0 3,779 Prepayments ...................................... 0 0 0 Other ............................................ 500 0 500 ----------- ----------- ----------- Total Current Assets ............................... 4,382 0 4,382 ----------- ----------- ----------- Deferred taxes - noncurrent ........................ 42,585 0 42,585 ----------- ----------- ----------- Total Assets ....................................... 46,967 0 46,967 =========== =========== ===========
GGC Pro Forma GGC Actual Entries Pro Forma ----------- ----------- ----------- CAPITALIZATION AND LIABILITIES Capitalization Common stock, $25 par value ...................... 10,025 0 10,025 Amounts paid in excess of par .................... 0 124,096 124,096 Retained earnings ................................ (105,569) 0 (105,569) ----------- ----------- ----------- Total Capitalization ............................... (95,544) 124,096 28,552 ----------- ----------- ----------- Current Liabilities Notes payable .................................... 124,096 (124,096) 0 Accounts and drafts payable ...................... 1,481 0 1,481 Accrued taxes .................................... 0 0 0 Accrued interest ................................. 134 0 134 Deferred income taxes - current .................. 0 0 0 Other ............................................ 0 0 0 ----------- ----------- ----------- Total Current Liabilities .......................... 125,711 (124,096) 1,615 ----------- ----------- ----------- Other Liabilities and Deferred Credits Other ............................................ 16,800 0 16,800 ----------- ----------- ----------- Total Other Liabilities and Deferred Credits ....... 16,800 0 16,800 ----------- ----------- ----------- Total Capitalization and Liabilities ............... 46,967 0 46,967 =========== =========== ===========
30 GEORGETOWN GENERAL CORPORATION UNAUDITED PRO FORMA ENTRIES 6(b)(3)(b) 1. Amounts paid in excess of par 124,096 Notes payable 124,096
NOTE: The pro forma entries for dividends from unearned surplus reflects the minimum amount currently available and does not show the additional amounts that may be available through December 31, 1997. 31 UNAUDITED 6(b)(4)(a) FUEL CELLS CORPORATION BALANCE SHEET ACTUAL and PRO FORMA As of August 31, 1994
FCC Pro Forma FCC Actual Entries Pro Forma ----------- ---------- ----------- ASSETS Investments and Other Assets Investment in subsidiaries ....................... 0 0 0 Notes receivable ................................. 0 0 0 ----------- ---------- ----------- Total Investments and Other Assets ................. 0 0 0 ----------- ---------- ----------- Current Assets Cash and temporary cash investments .............. 0 0 0 Other receivables ................................ 0 0 0 Deferred taxes - current ......................... 0 0 0 Taxes receivable ................................. 10,421 0 10,421 Prepayments ...................................... 0 0 0 Other ............................................ 0 0 0 ----------- ---------- ----------- Total Current Assets ............................... 10,421 0 10,421 ----------- ---------- ----------- Deferred taxes - noncurrent ........................ 89 0 89 ----------- ---------- ----------- Total Assets ....................................... 10,510 0 10,510 =========== ========== ===========
FCC Pro Forma FCC Actual Entries Pro Forma ----------- ---------- ----------- CAPITALIZATION AND LIABILITIES Capitalization Common stock, $25 par value ...................... 75,000 0 75,000 Amounts paid in excess of par ..................... 0 883,273 883,273 Retained earnings ................................ (947,764) 0 (947,764) ----------- ---------- ----------- Total Capitalization ............................... (872,764) 883,273 10,509 ----------- ---------- ----------- Current Liabilities Notes payable .................................... 883,273 (883,273) 0 Accounts and drafts payable ...................... 0 0 0 Accrued taxes .................................... 0 0 0 Accrued interest ................................. 0 0 0 Deferred income taxes - current .................. 1 0 1 Other ............................................ 0 0 0 ----------- ---------- ----------- Total Current Liabilities .......................... 883,274 (883,273) 1 ----------- ---------- ----------- Other Liabilities and Deferred Credits Other ............................................ 0 0 0 ----------- ---------- ----------- Total Other Liabilities and Deferred Credits ....... 0 0 0 ----------- ---------- ----------- Total Capitalization and Liabilities ............... 10,510 0 10,510 =========== ========== ===========
32 FUEL CELLS CORPORATION UNAUDITED PRO FORMA ENTRIES 6(b)(4)(b) 1. Amounts Paid in Excess of Par 883,273 Notes payable 883,273
To convert notes payable to TVC, the Parent, to amounts paid in excess of par NOTE: The pro forma entries for dividends from unearned surplus reflects the minimum amount currently available and does not show the additional amounts that may be available through December 31, 1997. 33 UNAUDITED 6(b)(5)(a) BINGHAMTON GENERAL CORPORATION BALANCE SHEET ACTUAL and PRO FORMA As of August 31, 1994
BGC Pro Forma BGC Actual Entries Pro Forma ------------ ---------- ----------- ASSETS Investments and Other Assets Investment in subsidiaries ....................... 2,228,543 0 2,228,543 Notes receivable ................................. 0 0 0 ------------ ---------- ----------- Total Investments and Other Assets ................. 2,228,543 0 2,228,543 ------------ ---------- ----------- Current Assets Cash and temporary cash investments .............. 573,359 (573,359) 0 Other receivables ............................... 11,727 0 11,727 Deferred taxes current ........................... 2,462 0 2,462 Taxes receivable ................................ 6,275 0 6,275 Prepayments ...................................... 0 0 0 Other ............................................ 910 0 910 ------------ ---------- ----------- Total Current Assets ............................... 594,733 (573,359) 21,374 ------------ ---------- ----------- Deferred taxes - noncurrent ........................ 0 0 0 ------------ ---------- ----------- Total Assets ....................................... 2,823,276 (573,359) 2,249,917 ============ ========== =========== CAPITALIZATION AND LIABILITIES Capitalization Common stock, $25 par value ...................... 2,950 0 2,950 Amounts paid in excess of par .................... 2,847,500 (573,359) 2,274,141 Retained earnings ................................ (76,851) 0 (76,851) ------------ ---------- ----------- Total Capitalization ............................... 2,773,599 (573,359) 2,200,240 ------------ ---------- ----------- Current Liabilities Notes payable .................................... 0 0 0 Accounts and drafts payable ...................... 0 0 0 Accrued taxes .................................... 0 0 0 Accrued interest ................................. 8,064 0 8,064 Deferred income taxes - current .................. 0 0 0 Other ............................................ 20,793 0 20,793 ------------ ---------- ----------- Total Current Liabilities .......................... 28,857 0 28,857 ------------ ---------- ----------- Other Liabilities and Deferred Credits Deferred taxes - noncurrent ...................... 20,820 0 20,820 Other ............................................ 0 0 0 ------------ ---------- ----------- Total Other Liabilities and Deferred Credits ....... 20,820 0 20,820 ------------ ---------- ----------- Total Capitalization and Liabilities ............... 2,823,276 (573,359) 2,249,917 ============ ========== ===========
34 BINGHAMTON GENERAL CORPORATION UNAUDITED PRO FORMA ENTRIES 6(b)(5)(b) 1. Amounts paid in excess of par 573,359 Cash and temporary cash investments 573,359
To record a dividend paid to TVC, the Parent Company, from Amounts paid in excess of par NOTE: The pro forma entries for dividends from unearned surplus reflects the minimum amount currently available and does not show the additional amounts that may be available through December 31, 1997. 35 UNAUDITED 6(b)(6)(a) BINGHAMTON LIMITED CORPORATION BALANCE SHEET ACTUAL and PRO FORMA As of August 31, 1994
BLC Pro Forma BLC Actual Entries Pro Forma ----------- ----------- ----------- ASSETS Investments and Other Assets Investment in subsidiaries ....................... 5,199,931 0 5,199,931 Notes receivable ................................. 0 0 0 ----------- ----------- ----------- Total Investments and Other Assets ................. 5,199,931 0 5,199,931 ----------- ----------- ----------- Current Assets Cash and temporary cash investments .............. 1,442,045 (1,442,045) 0 Other receivables ............................... 27,362 0 27,362 Deferred taxes current ........................... 6,243 0 6,243 Taxes receivable ................................. 0 0 0 Prepayments ...................................... 0 0 0 Other ............................................ 718 0 718 ----------- ----------- ----------- Total Current Assets ............................... 1,476,368 (1,442,045) 34,323 ----------- ----------- ----------- Deferred taxes - noncurrent ........................ 0 0 0 ----------- ----------- ----------- Total Assets ....................................... 6,676,299 (1,442,045) 5,234,254 =========== =========== =========== CAPITALIZATION AND LIABILITIES Capitalization Common stock, $25 par value ...................... 3,550 0 3,550 Amounts paid in excess of par .................... 6,647,500 (1,442,045) 5,205,455 Retained Earnings ................................ (197,701) 0 (197,701) ----------- ----------- ----------- Total Capitalization ............................... 6,453,349 (1,442,045) 5,011,304 ----------- ----------- ----------- Current Liabilities Notes payable .................................... 0 0 0 Accounts and drafts payable ...................... 0 0 0 Accrued taxes .................................... 109,690 0 109,690 Accrued interest ................................. 18,559 0 18,559 Deferred income taxes - current .................. 0 0 0 Other ............................................ 46,129 0 46,129 ----------- ----------- ----------- Total Current Liabilities .......................... 174,378 0 174,378 ----------- ----------- ----------- Other Liabilities and Deferred Credits Deferred taxes - noncurrent ................ 48,572 0 48,572 Other ............................................ 0 0 0 ----------- ----------- ----------- Total Other Liabilities and Deferred Credits ....... 48,572 0 48,572 ----------- ----------- ----------- Total Capitalization and Liabilities ............... 6,676,299 (1,442,045) 5,234,254 =========== =========== ===========
36 BINGHAMTON LIMITED CORPORATION UNAUDITED PRO FORMA ENTRIES 6(b)(6)(b) 1. Amounts paid in excess of par 1,442,045 Cash and temporary cash investments 1,442,045
To record a dividend paid to TVC, the Parent Company, from Amounts paid in excess of par NOTE: The pro forma entries for dividends from unearned surplus reflects the minimum amount currently available and does not show the additional amounts that may be available through December 31, 1997. 37 UNAUDITED 6(b)(7)(a) VINELAND GENERAL CORPORATION BALANCE SHEET ACTUAL and PRO FORMA As of August 31, 1994
VGC Pro Forma VGC Actual Entries Pro Forma ----------- ----------- ----------- ASSETS Investments and Other Assets Investment in subsidiaries ....................... 709,210 0 709,210 Notes receivable ................................. 0 0 0 ----------- ----------- ----------- Total Investments and Other Assets ................. 709,210 0 709,210 ----------- ----------- ----------- Current Assets Cash and temporary cash investments .............. 63,768 (63,768) 0 Other receivables ............................... 363 0 363 Deferred taxes current ........................... 0 0 0 Taxes receivable ................................. 10,977 0 10,977 Prepayments ...................................... 0 0 0 Other ............................................ 923 0 923 ----------- ----------- ----------- Total Current Assets ............................... 76,031 (63,768) 12,263 ----------- ----------- ----------- Deferred taxes - noncurrent ........................ 0 0 0 ----------- ----------- ----------- Total Assets ....................................... 785,241 (63,768) 721,473 =========== =========== ===========
VGC Pro Forma VGC Actual Entries Pro Forma ----------- ----------- ----------- CAPITALIZATION AND LIABILITIES Capitalization Common stock, $25 par value ...................... 67,600 0 67,600 Amounts paid in excess of par .................... 824,602 (63,768) 760,834 Retained earnings ................................ (119,263) 0 (119,263) ----------- ----------- ----------- Total Capitalization ............................... 772,939 (63,768) 709,171 ----------- ----------- ----------- Current Liabilities Notes payable .................................... 0 0 0 Accounts and drafts payable ...................... 0 0 0 Accrued taxes .................................... 0 0 0 Accrued interest ................................. 761 0 761 Deferred income taxes - current .................. 102 0 102 Other ............................................ 995 0 995 ----------- ----------- ----------- Total Current Liabilities .......................... 1,858 0 1,858 ----------- ----------- ----------- Other Liabilities and Deferred Credits Deferred taxes - noncurrent ...................... 10,444 0 10,444 Other ............................................ 0 0 0 ----------- ----------- ----------- Total Other Liabilities and Deferred Credits ....... 10,444 0 10,444 ----------- ----------- ----------- Total Capitalization and Liabilities ............... 785,241 (63,768) 721,473 =========== =========== ===========
38 VINELAND GENERAL CORPORATION UNAUDITED PRO FORMA ENTRIES 6(b)(7)(b) 1. Amounts paid in excess of par 63,768 Cash and temporary cash investments 63,768
NOTE: The pro forma entries for dividends from unearned surplus reflects the minimum amount currently available and does not show the additional amounts that may be available through December 31, 1997. 39 UNAUDITED 6(b)(8)(a) VINELAND LIMITED CORPORATION BALANCE SHEET ACTUAL and PRO FORMA As of August 31, 1994
VLC Pro Forma VLC Actual Entries Pro Forma ----------- ---------- ----------- ASSETS Investments and Other Assets Investment in subsidiaries ....................... 6,377,918 0 6,377,918 Notes receivable ................................. 0 0 0 ----------- ---------- ----------- Total Investments and Other Assets ................. 6,377,918 0 6,377,918 ----------- ---------- ----------- Current Assets Cash and temporary cash investments .............. 518,584 (518,584) 0 Other receivables ............................... 3,166 0 3,166 Deferred taxes current............................ 0 0 0 Taxes receivable ................................. 65,301 0 65,301 Prepayments ...................................... 0 0 0 Other ............................................ 49 0 49 ----------- ---------- ----------- Total Current Assets ............................... 587,100 (518,584) 68,516 ----------- ---------- ----------- Deferred taxes - noncurrent ........................ 0 0 0 ----------- ---------- ----------- Total Assets ....................................... 6,965,018 (518,584) 6,446,434 =========== ========== ===========
VLC Pro Forma VLC Actual Entries Pro Forma ----------- ---------- ----------- CAPITALIZATION AND LIABILITIES Capitalization Common stock, $25 par value ...................... 59,625 0 59,625 Amounts paid in excess of par .................... 7,000,884 (518,584) 6,482,300 Retained Earnings ................................ (200,596) 0 (200,596) ----------- ---------- ----------- Total Capitalization ............................... 6,859,913 (518,584) 6,341,329 ----------- ---------- ----------- Current Liabilities Notes payable .................................... 0 0 0 Accounts and drafts payable ...................... 0 0 0 Accrued taxes .................................... 0 0 0 Accrued interest ................................. 2,126 0 2,126 Deferred income taxes - current .................. 0 0 0 Other ............................................ 8,979 0 8,979 ----------- ---------- ----------- Total Current Liabilities .......................... 11,105 0 11,105 ----------- ---------- ----------- Other Liabilities and Deferred Credits Deferred taxes - noncurrent ...................... 94,000 0 94,000 Other ............................................ 0 0 0 ----------- ---------- ----------- Total Other Liabilities and Deferred Credits ....... 94,000 0 94,000 ----------- ---------- ----------- Total Capitalization and Liabilities ............... 6,965,018 (518,584) 6,446,434 =========== ========== ===========
40 VINELAND LIMITED CORPORATION UNAUDITED PRO FORMA ENTRIES 6(b)(8)(b) 1. Amounts paid in excess of par 518,584 Cash and temporary cash investments 518,584
To record a dividend paid to TVC, the Parent Company, from Amounts paid in excess of par NOTE: The pro forma entries for dividends from unearned surplus reflects the minimum amount currently available and does not show the additional amounts that may be available through December 31, 1997. 41 PAGE 1 EXHIBIT INDEX (a) Exhibits F-2 Opinion of Counsel (to be filed by amendment) G Financial Data Schedules (incorporated herein as Exhibit No. 27) H-3 Draft Notice I-1 TriStar Ventures Corporation Summary of Self-Generated Funds 1995-1997 I-2 Binghamton Cogeneration Limited Partnership Balance Sheet as of August 31, 1994 (unaudited) (confidential treatment requested)(to be filed by amendment) I-3 Binghamton Cogeneration Limited Partnership Statement of Income for the twelve months ended August 31, 1994 (unaudited)(confidential treatment requested)(to be filed by amendment) I-4 Vineland Cogeneration Limited Partnership Balance Sheet as of August 31, 1994 (unaudited) (confidential treatment requested)(to be filed by amendment) I-5 Vineland Cogeneration Limited Partnership Statement of Income for the twelve months ended August 31, 1994 (unaudited)(confidential treatment requested)(to be filed by amendment) I-6 Pedricktown Cogeneration Limited Partnership Balance Sheet as of August 31, 1994 (unaudited) (confidential treatment requested)(to be filed by amendment) I-7 Pedricktown Cogeneration Limited Partnership Statement of Income for the twelve months ended August 31, 1994 (unaudited)(confidential treatment requested)(to be filed by amendment) I-8 Rumford Cogeneration Company Balance Sheet as of December 31, 1993 (unaudited)(confidential treatment requested)(to be filed by amendment) I-9 Rumford Cogeneration Company Statement of Income for the twelve months ended December 31, 1993 (unaudited)(confidential treatment requested)(to be filed by amendment) EX-27.1 2 FINANCIAL DATA SCHEDULE, TRISTAR VENTURES CORP. WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 TriStar Ventures Corporation Parent Company OTHER OTHER DEC-31-1994 DEC-31-1994 AUG-31-1994 AUG-31-1994 PER-BOOK PRO-FORMA 0 0 30,864,377 28,266,621 5,670,749 8,268,505 99,545 99,545 0 0 36,634,671 36,634,671 15,292,600 15,292,600 42,802,023 42,802,023 (21,897,737) (21,897,737) 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 0 437,785 437,785 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 0.0 0.0
EX-27.2 3 FINANCIAL DATA SCHEDULE, GEORGETOWN LIMITED CORP. WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 TriStar Ventures Corporation Parent Company 1 Georgetown Limited Corp. OTHER OTHER DEC-31-1994 DEC-31-1994 AUG-31-1994 AUG-31-1994 PER-BOOK PRO-FORMA 0 0 0 0 161,303 161,303 2,086,657 2,086,657 0 0 2,247,960 2,247,960 75,000 75,000 0 6,128,295 (4,863,697) (4,863,697) (4,788,697) 1,339,598 0 0 0 0 0 0 6,128,295 0 0 0 0 0 0 0 0 0 0 0 0 0 908,362 908,362 2,247,960 2,247,960 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 0.0 0.0
EX-27.3 4 FINANCIAL DATA SCHEDULE, GEORGETOWN GENERAL CORP. WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 TriStar Ventures Corporation Parent Company 2 Georgetown General Corp. OTHER OTHER DEC-31-1994 DEC-31-1994 AUG-31-1994 AUG-31-1994 PER-BOOK PRO-FORMA 0 0 0 0 4,382 4,382 42,585 42,585 0 0 46,967 46,967 10,025 10,025 0 124,096 (105,569) (105,569) (95,544) 28,552 0 0 0 0 0 0 124,096 0 0 0 0 0 0 0 0 0 0 0 0 0 18,415 18,415 46,967 46,967 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 0.0 0.0
EX-27.4 5 FINANCIAL DATA SCHEDULE, FUEL CELLS CORPORATION WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 TriStar Ventures Corporation Parent Company 3 Fuel Cells Corporation OTHER OTHER DEC-31-1994 DEC-31-1994 AUG-31-1994 AUG-31-1994 PER-BOOK PRO-FORMA 0 0 0 0 10,421 10,421 89 89 0 0 10,510 10,510 75,000 75,000 0 883,273 (947,764) (947,764) (872,764) 10,509 0 0 0 0 0 0 883,273 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 10,510 10,510 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 0.0 0.0
EX-27.5 6 FINANCIAL DATA SCHEDULE, BINGHAMTON GENERAL CORP. WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 TriStar Ventures Corporation Parent Company 4 Binghamton General Corp. OTHER OTHER DEC-31-1994 DEC-31-1994 AUG-31-1994 AUG-31-1994 PER-BOOK PRO-FORMA 0 0 2,228,543 2,228,543 594,733 21,374 0 0 0 0 2,823,276 2,249,917 2,950 2,950 2,847,500 2,274,141 (76,851) (76,851) 2,773,599 2,200,240 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 49,677 49,677 2,823,276 2,249,917 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 0.0 0.0
EX-27.6 7 FINANCIAL DATA SCHEDULE, BINGHAMTON LIMITED CORP. WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 TriStar Ventures Corporation Parent Company 6 Vineland General Corp. OTHER OTHER DEC-31-1994 DEC-31-1994 AUG-31-1994 AUG-31-1994 PER-BOOK PRO-FORMA 0 0 709,210 709,210 76,031 12,263 0 0 0 0 785,241 721,473 67,600 67,600 824,602 760,834 (119,263) (119,263) 772,939 709,171 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12,302 12,302 785,241 721,473 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 0.0 0.0
EX-27.7 8 FINANCIAL DATA SCHEDULE, VINELAND GENERAL CORP. WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 TriStar Ventures Corporation Parent Company 6 Vineland General Corp. OTHER OTHER DEC-31-1994 DEC-31-1994 AUG-31-1994 AUG-31-1994 PER-BOOK PRO-FORMA 0 0 709,210 709,210 76,031 12,263 0 0 0 0 785,241 721,473 67,600 67,600 824,602 760,834 (119,263) (119,263) 772,939 709,171 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12,302 12,302 785,241 721,473 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 0.0 0.0
EX-27.8 9 FINANCIAL DATA SCHEDULE, VINELAND LIMITED CORP. WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 TriStar Ventures Corporation Parent Company 7 Vineland Limited Corp. OTHER OTHER DEC-31-1994 DEC-31-1994 AUG-31-1994 AUG-31-1994 PER-BOOK PRO-FORMA 0 0 6,377,918 6,377,918 587,100 68,516 0 0 0 0 6,965,018 6,446,434 59,625 59,625 7,000,884 6,482,300 (200,596) (200,596) 6,859,913 6,341,329 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 105,105 105,105 6,965,018 6,446,434 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 0.0 0.0
EX-99.H3 10 DRAFT NOTICE 1 PAGE 1 EXHIBIT H-3 SECURITIES AND EXCHANGE COMMISSION (Release No. ) TRISTAR VENTURES CORPORATION AND SUBSIDIARIES NOTICE OF PROPOSED RECAPITALIZATION, REINVESTMENT OF SELF-GENERATED 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") an amendment under Sections 6, 7, 9, 10, 12(b), 12(c), 32 and 33 under the Public Utility Holding Company Act of 1935 (the "Act") and Rules 42, 43, 45, 46, 51 and 54 thereunder. By Order dated November 19, 1993 (HCAR No. 25927) in this file, the Commission permitted the 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 its operations and 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 authority through December 31, 1997, 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 other project funds and project distributions from operational projects. The maximum amount of such recapitalizations would be as follows: TriStar Binghamton General Corporation - - $1.2 million; TriStar Binghamton Limited Corporation - $2.8 million; TriStar Vineland General Corporation - $350,000; and TriStar Vineland Limited Corporation - $3.15 million. TVC proposes to invest directly or indirectly the funds received from its subsidiaries (through the recapitalizations described above, through dividends paid out of income, and through repayment of debt) and from its operations, which funds would not exceed, in the aggregate, $34.1 million (the "Self-Generated Funds") in preliminary development and administrative activities and investment in new projects. Preliminary development activities would include, but not be limited to the investigation of sites, preliminary engineering and licensing activities, acquiring options and rights, contract drafting and negotiating, preparation of proposals and the other necessary activities to identify and analyze feasible investment opportunities and to initiate the commercialization of a project. 2 PAGE 2 Administration would include the ongoing personnel, accounting, engineering, legal, financial and other support activities necessary for TVC to manage its operations and investments. In connection therewith, were TVC to make such investments indirectly, 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. TVC requests authority, through December 31, 1997, to indirectly invest all or some of the Self-Generated Funds in the TriStar Subsidiaries as described therein. TVC would invest the Self-Generated Funds, directly or indirectly through the TriStar Subsidiaries, for activities related to qualifying cogeneration facilities ("QFs") as defined under the Public Utility Regulatory Policies Act, 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"). No funds currently will be received from Columbia to 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. 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 3 PAGE 3 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's proposed direct or indirect investments in EWGs require no approval of the Commission as TVC would use Self-Generated Funds for the investment. TVC seeks authority, through December 31, 1997, to invest all or some portion of the Self-Generated Funds to invest in FUCO's or Project Parents that would acquire interests in FUCOs or both EWGs and FUCOs. 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. Presently Columbia has made no EWG- or FUCO-related investments. TVC also proposes to be authorized to provide project management services--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. More specifically, the fuel management services may include such duties as planning and arranging the supply and transportation of fuel; negotiating and managing gas supply contracts; planning and negotiating for the backup fuel; generating and analyzing project dispatch projections; monitoring and participating in state and federal regulatory proceedings that could impact fuel supply, cost, and transportation; and managing and minimizing fuel-related project risk exposure. The proposed O&M services would consist of overseeing the day -to-day management, coordination and optimization of projects. O&M services may include such duties as overseeing project operations to maximize the economic advantages of project operations to owners; assessing compliance with regulatory and environmental issues; monitoring project performance; establishing and monitoring operating plans and budgets; negotiating, approving and managing contracts for outside services; and evaluating issues related to the project host and utility. TVC would provide its services to nonaffiliates at negotiated rates. TVC states that the provision of such services to nonaffiliates may facilitate its participation in electric 4 PAGE 4 generation projects and would allow it to use its resources to generate revenues in ventures that ordinarily would require no equity or capital investment. TVC contemplates using only its personnel to render the project management services. TVC currently estimates that its revenues from such services may grow to $4.0 million annually by the end of 1997. TVC requests that no restriction be placed on the amount of revenues to be generated by the project management services but proposes that the Commission review the amount of such revenues at the end of 1997. TVC also 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, $900,000. The application-declaration as amended and the post-effective amendment thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by __________, 1994, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the applicants-declarants at the address specified above. Proof of service (by affidavit or, in case of an attorney-at-law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the post-effective amendment to the joint-application, as filed or as it may be amended, may be permitted to become effective. For the Commission, by the Division of Investment Management, pursuant to delegated authority. Jonathan G. Katz Secretary EX-99.I1 11 TRISTAR VENTURES CORP. SUMMARY OF FUNDS 1995-1997 1 Exhibit I-1 TRISTAR VENTURES CORPORATION TOTAL AVAILABLE SELF-GENERATED FUNDS 1995 THROUGH 1997 ($ MILLIONS)
1995 1996 1997 ---- ---- ---- Beginning Cash 6.7 17.8 26.1 Cash Receipts* 11.1 8.3 8.0 ---- ---- ---- Available Self-Generated Funds 17.8 26.1 34.1 ==== ==== ====
*Cash Receipts are partnership distributions, tax refunds, and other operating receipts. -----END PRIVACY-ENHANCED MESSAGE-----