-----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, pEoYurO/jkB+O8kd4gY/1OOcf65kT3HiJD/OQfADmF91G4oEQUxuWHAmOFqWYjtp EBMBJl/y9WI8YytBV/ZSWQ== 0000893220-95-000055.txt : 19950515 0000893220-95-000055.hdr.sgml : 19950515 ACCESSION NUMBER: 0000893220-95-000055 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950210 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08317 FILM NUMBER: 95508201 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 POS AMC 1 POST EFFECTIVE AMENDMENT #2 TO U-1 1 File No. 70-8317 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form U-1 Post-Effective Amendment No. 2 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 THE COLUMBIA GAS SYSTEM, INC. COLUMBIA LNG CORPORATION 20 Montchanin Road Wilmington, Delaware 19807 - -------------------------------------------------------------------------------- (Name of Company of 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. J. W. Grossman, Treasurer COLUMBIA LNG CORPORATION 20 Montchanin Road Wilmington, Delaware 19807 - -------------------------------------------------------------------------------- (Name and Address of Principal Agent for Service) 2 PAGE 2 The joint Application-Declaration as filed is hereby amended by adding the following Exhibits: ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS. (a) Exhibits D-3 Order of the Bankruptcy Court for the District of Delaware F-2 Opinion of Counsel 3 PAGE 3 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned has duly caused this statement to be signed on its behalf by the undersigned thereunto duly authorized. THE COLUMBIA GAS SYSTEM, INC. Dated: February 9, 1995 By: /s/ L. J. BAINTER --------------------------------- L. J. Bainter, Treasurer COLUMBIA LNG CORPORATION Dated: February 9, 1995 By: /s/ J. W. GROSSMAN --------------------------------- J. W. Grossman, Treasurer 4 PAGE 4 EXHIBIT INDEX (a) Exhibits D-3 Order of Bankruptcy Court for the District of Delaware F-2 Opinion of Counsel EX-99.1 2 EXHIBIT D-3 1 PAGE 5 Exhibit D-3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ) Chapter 11 ) THE COLUMBIA GAS SYSTEM, INC. ) Case Nos. 91-803 (HSB) and COLUMBIA GAS TRANSMISSION ) and 91-804 (HSB) CORPORATION, ) ) Debtors. ) SUPPLEMENTAL ORDER WITH RESPECT TO RECAPITALIZATION OF COLUMBIA LNG CORPORATION AND NOW, the Court having considered the motion of The Columbia Gas System, Inc., debtor and debtor-in-possession ("CG"), for entry of an order amending this Court's previous order (i) authorizing certain proposed transactions (the "Transactions") by and among Columbia LNG Corporation ("Columbia LNG") and Pepco Enterprises, Inc. ("Pepco Enterprises"), and (ii) authorizing the recapitalization of Columbia LNG (the "Motion"); and the Court having entered an Order on January 12, 1993 approving the Motion; and the Motion having contemplated a capital structure for Columbia LNG that would be 100% equity; and due to delays before the Federal Energy Regulatory Commission in closing the transactions approved by the Court's January 12, 1993 Order an additional capital contribution is required by Columbia 2 PAGE 6 to effectuate the recapitalization; and good cause having been shown; and no hearing being required; it is hereby ORDERED that CG is authorized to make an additional capital contribution to Columbia LNG's net common equity of approximately $875,758.00 of additional accrued interest in order to effectuate a capital structure for Columbia LNG that would be 100% equity. Dated: January 25, 1995 Wilmington, Delaware /s/ Helen S. Balick ---------------------------------------- Helen S. Balick United State Bankruptcy Judge EX-99.2 3 EXHIBIT F-2 1 EXHIBIT F-2 February 10, 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. 70-8317 As Counsel for The Columbia Gas System, Inc. ("Columbia"), a Delaware corporation and holding company registered under the Public Utility Holding Company Act of 1935 (the "Act"), and at its request, I deliver to you this opinion as Exhibit F-2 to Post-Effective Amendment No. 2, filed herewith, to the Joint Application-Declaration on Form U-1 (File No. 70-8317) as amended by Amendments Nos. 1, 2, and 3 and Post-Effective Amendment No. 1 (the "Application-Declaration"), of Columbia and Columbia LNG Corporation ("CLG") relating to Columbia's proposed contribution of approximately $875,758 to CLG's net common equity (the "Proposed Transaction"). In connection with the foregoing, I have examined and relied upon the statements and representations set forth in originals or copies of the following documents: In connection with the above, I have examined: (i) the Application-Declaration; (ii) copies of the Restated Certificates of Incorporation of Columbia and CLG; (iii) the Orders of the U.S. Bankruptcy Court for the District of Delaware dated A) August 2, 1991 authorizing Columbia to acquire, in the ordinary course and in accordance with pre-petition practice as approved by orders of this Commission, common stock and notes issued by its subsidiaries, B) January 12, 1994 authorizing Columbia to recapitalize CLG upon terms set forth in the Application-Declaration and upon this Commission's approval, and C) January 25, 1995, authorizing the Proposed Transaction. (vi) such other documents, records and matters of law I deemed necessary to enable me to render this Opinion. 2 Based upon the foregoing and relying thereupon, and subject to the exceptions, qualifications, assumptions, limitations and premises set forth herein, I am of the opinion that: (a) CLG is a duly incorporated and validly existing in good standing as corporations under the laws of the State of Delaware; (b) no further orders of the Bankruptcy Court are necessary to effectuate the transactions contemplated by the Application-Declaration; (c) all state laws applicable to the Proposed Transaction will have been complied with; and (d) the consummation of the Proposed Transaction will not violate the legal rights of the holders of any securities issued by Columbia, CLG, or by any associate company thereof. The opinions stated in paragraphs (c) and (d) above are based upon the assumptions that (i) the Proposed Transaction contemplated by the Application-Declaration will be consummated in accordance with the express provisions of the Application-Declaration and (ii) all taxes and government charges in connection with the Proposed Transaction will be paid. The opinions expressed herein are rendered solely for your benefit in connection with the Proposed Transaction and may not be relied upon by any other person or entity for any other purpose without my prior written permission. I hereby consent to the filing of this opinion as Exhibit F-2 to Post-Effective Amendment No. 2 to the Application-Declaration. Very truly yours, /s/ Joyce Koria Hayes -------------------------- Joyce Koria Hayes Associate General Counsel and Assistant Secretary Columbia Gas System Service Corporation -----END PRIVACY-ENHANCED MESSAGE-----