-----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, fGO3syLpo11QC9wBWBpCVpwUrGrMszDTVnvKYVBDplDCSTJxrAVJkUSKZQ/ty327 5G0dp96XdFXBq1JxxQ20jQ== 0000893220-95-000065.txt : 19950515 0000893220-95-000065.hdr.sgml : 19950515 ACCESSION NUMBER: 0000893220-95-000065 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950213 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08219 FILM NUMBER: 95509385 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 35-CERT 1 COLUMBIA GAS RULE 35-CERT FILE NO. 70-8219 1 February 9, 1995 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Certificate Under Rule 24 of the Public Utility Holding Company Act of 1935 The Columbia Gas System, Inc. ("Columbia") et al. The Individual Applicant-Declarants are Listed on the Signature Page File No. 70-8219 Gentlemen: In compliance with the terms and conditions of Rule 24 under the Public Utility Holding Company Act of 1935, and the Orders of the Commission dated September 29, 1993, June 6 and August 11, 1994 authorizing the financing transactions as more fully described in the Joint Application/Declaration, as amended (the "Application"), the undersigned certify to the Commission that, during the calendar quarter from October 1, 1994 through December 31, 1994 the Subsidiaries sold and Columbia purchased Common Stock and Installment Promissory Notes and the Subsidiaries received short-term funds in the form of Open Account Advances and/or inventory financing from Columbia and/or through Intrasystem Money Pool Advances, and the Subsidiaries made funds available to the Intrasystem Money Pool in accordance with the attached schedules. Pursuant to Rule 52, the undersigned hereby transmit to the Commission the attached order issued by the Pennsylvania Public Utility Commission dated December 1, 1994, Docket No. S-94070. 2 SUBSIDIARY FINANCING ($000)
Aggregate Amount Maximum Amount Under Application During Quarter ------------------------------ --------------------------------- Installment Intrasystem Common Long-Term Short-Term Money Pool Company Stock Debt Debt Deposits ---------------- ----------- ------------- ------------ -------------- $000 $000 $000 $000 CKY . . . . . . . . . . . . ** ** 7,764 -0- COH . . . . . . . . . . . . ** ** 120,211 -0- CMD . . . . . . . . . . . . * 4,800 1,463 210 CPA . . . . . . . . . . . . ** ** 26,269 -0- CNR . . . . . . . . . . . . * 10,000 -0- 12,279 CGT . . . . . . . . . . . . * -0- 4,379 15,514 CGD . . . . . . . . . . . . * 10,000 840 5,197 CS . . . . . . . . . . . . * -0- 2,567 8,969 CPI . . . . . . . . . . . . * 4,000 3,358 1,019 CLG . . . . . . . . . . . . 2,988 * 26,700 4,008 CPC . . . . . . . . . . . . * * -0- 662 CES . . . . . . . . . . . . * * -0- 13,138 CGC . . . . . . . . . . . . * 500 -0- 2,743 CAT . . . . . . . . . . . . * * * 660 TVC . . . . . . . . . . . . 0 * * 7,047 TCC*** . . . . . . . . . . * * * 45
- ---------------------- * Authorization for such financing not requested in Application. ** Reported via Form U-6B-2 pursuant to Rule 52. *** Requested 1.1MM of financing in the form of capital contributions utilized $1,075,000. 3 The undersigned further certifies that all financing transactions were carried out in accordance with the terms and conditions of, and for the purposes represented by, the Application, and the Orders of the Commission with respect thereto. Attached is the past tense opinion of counsel for Columbia. Very truly yours, THE COLUMBIA GAS SYSTEM, INC. By: /s/ L. J. Bainter -------------------------------------- L. J. Bainter, Treasurer COLUMBIA GAS OF OHIO, INC. (COH) COLUMBIA GAS OF PENNSYLVANIA, INC. (CPA) COLUMBIA GAS OF KENTUCKY, INC. (CKY) COLUMBIA GAS OF MARYLAND, INC. (CMD) COLUMBIA GULF TRANSMISSION COMPANY (CGT) COLUMBIA GAS DEVELOPMENT CORPORATION (CGD) COMMONWEALTH PROPANE, INC. (CPI) COLUMBIA GAS SYSTEM SERVICE CORPORATION (CS) COLUMBIA NATURAL RESOURCES, INC. (CNR) TRISTAR VENTURES CORPORATION (TVC) COLUMBIA ATLANTIC TRADING CORPORATION (CAT) COLUMBIA LNG CORPORATION (CLG) COLUMBIA PROPANE CORPORATION (CPC) COLUMBIA COAL GASIFICATION CORPORATION (CGC) COLUMBIA ENERGY SERVICES CORP. (CES) TRISTAR CAPITAL CORPORATION (TCC) By: /s/ L. J. Bainter -------------------------------------- L. J. Bainter, Vice President Attachment 4 File No. 40-364 SECURITIES AND EXCHANGE COMMISSION FORM U-6B-2 CERTIFICATE OF NOTIFICATION THE COLUMBIA GAS SYSTEM, INC., AND SUBSIDIARIES This certificate is notice that the above named company has issued, renewed or guaranteed the security or securities described herein which issue, renewal or guaranty was exempted from the provisions of Section 6(a) of the Act. 1. Type of Securities - See Schedule 1. 2. Issue, renewal or guaranty - Common Stock and Installment Promissory Notes are new issues. Short-Term Debt represents cash advances, as required from time to time for working capital and Intrasystem Money Pool represents book entry investments of temporary excess cash. 3. Principal amount - See Schedule 1. 4. Rate of interest - See Schedule 1. 5. Date of issue renewal or guaranty - as indicated on Schedule 1. 6. Non-Applicable. 7. Date of maturity - See Schedule 1. 8. Issued to - The Columbia Gas System, Inc. 9. Collateral given with each Security - Non-Applicable. 10. Consideration received was the principal amount for the Notes and par value for Stock. 11. Application of Proceeds - General corporate funds for use in ordinary course of business. 12. Issue, renewal or guaranty exempt under (c) Rule 52. 13. Non-Applicable. 14. Non-Applicable. 15. Exempt from provisions of Section 6(a) under Rule 52. 5 Columbia Gas of Kentucky, Inc. Columbia Gas of Ohio, Inc. Columbia Gas of Pennsylvania, Inc. Commonwealth Gas Services, Inc. By: /s/ L. J. Bainter ----------------------------------- L. J. Bainter, Treasurer 6 Form U-6B-2 Schedule 1 THE COLUMBIA GAS SYSTEM, INC., AND SUBSIDIARIES QUARTER ENDED DECEMBER 31, 1994
Aggregate Amount Issued Under Exemption Maximum Amount from October 1, 1993 Outstanding During Quarter ----------------------------------------- --------------------------------- Installment Short-Term Intrasystem Company Common Stock Promissory Notes* Debt** Money Pool** ------- ------------ ----------------- ------------ ------------ $000 $000 $000 $000 CKY -0- 15,100 *** *** COH -0- 73,100 *** *** CPA -0- 15,900 *** *** COS -0- 41,200 16,763 -0-
- ---------------------- * Interest Rate = 8.50% Maturity Date - April 1, 2004 ** Interest Rate = 4.93% to 5.52% Maturity Date - April 30, 1995 *** Reported pursuant to Rule 24 7 PENNSYLVANIA PUBLIC UTILITY COMMISSION HARRISBURG, PA 17105-3265 Public Meeting held December 1, 1994 Commissioners Present: David W. Rolka, Chairman Joseph Rhodes, Jr., Vice-Chairman John M. Quain Lisa Crutchfield John Hanger Securities Certificate of Columbia Gas of Docket No. S-940470 Pennsylvania, Inc., for the issuance of notes in a principal amount not to exceed $15.9 million. ORDER BY THE COMMISSION: On November 2, 1994, Columbia Gas of Pennsylvania Gas of Pennsylvania, Inc., ("Columbia") filed for registration pursuant to Chapter 19 of the Public Utility Code, 66 Pa. C.S. Section 1901, et seq., a Securities Certificate for the issuance of promissory notes, not in excess of the principal amount of $15.9 million. Columbia proposes to issue the notes at one or more times prior to December 31, 1994, to its parent, Columbia Gas System, Inc. The notes will provide the permanent financing for the utility's 1994 construction program and for general corporate purposes. The principal is to be repaid in equal annual installments over a period not to exceed 30 years. A fixed rate of interest is to be set equal to an average, during the calendar quarter preceding the date of issuance, of a certain index of yields on A-rated utility bonds. 8 Our review of the instant Securities Certificate, together with other relevant data, leads us to conclude that the proposed issuance of promissory notes appears to be necessary or proper for the present and probable future capital needs of the utility and that the Securities Certificate should be registered; THEREFORE, IT IS ORDERED: 1. That the Securities Certificate of Columbia Gas of Pennsylvania, Inc. for the issuance of notes in a principal amount not to exceed $15.9 million is hereby registered. 2. That Columbia Gas of Pennsylvania, Inc., be, and hereby is, directed to file with this Commission within 60 days of the completion of the issuance of notes a statement setting forth the principal amount issued, interest rate(s) incurred and the date or dates of issuance. BY THE COMMISSION /s/ John G. Alford --------------------------- John G. Alford Secretary (SEAL) ORDER ADOPTED: December 1, 1994 ORDER ENTERED: December 1, 1994 9 January 26, 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. 70-8219 I have acted 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"), in connection with the Joint Application-Declaration on Form U-1 (File No. 70-8219) of Columbia and certain of its subsidiary companies, including Columbia Gas of Ohio, Inc., Columbia Gas of Kentucky, Inc., Columbia of Pennsylvania, Inc., Commonwealth Gas Services, Inc., Columbia of Maryland, Inc., Columbia LNG Corporation, Columbia Gas Development Corporation, Columbia Gulf Transmission Company, Columbia Atlantic Trading Corporation, Columbia Coal Gasification Corporation, Columbia Gas Development of Canada, Ltd., Commonwealth Propane, Inc., Columbia Propane Corporation, Columbia Gas System Service Corporation, TriStar Ventures Corporation, TriStar Capital Corporation, and Columbia Natural Resources, Inc. (hereinafter referred to collectively as the "Subsidiaries"), relating to: 1. the issuance by certain Subsidiaries and purchase by Columbia of Installment Promissory Notes (the "Notes") to provide such Subsidiaries with funds to finance their capital expenditures program for 1993 and 1994 not to exceed the amounts as are more fully described in the Joint-Application Declaration as amended by Post-Effective Amendments No. 1 to 5 (hereinafter referred to collectively as the "Application-Declaration"); 2. advances by Columbia, evidenced by short-term notes, from time to time as required prior to December 31, 1994, to the respective Subsidiaries for such Subsidiaries' purchases of gas and liquid hydrocarbon inventories, and for other short term requirements, up to specified amounts, as are more fully described in the Application-Declaration (hereinafter referred to as "Advances"); and 3. loans to and borrowing from the Intrasystem Money Pool from, evidenced by Money Pool Notes, time to time through December 31, 1994. 10 The above items, 1 through 3, as more fully described in the Application-Declaration, are hereinafter referred to as the "Proposed Transactions." In connection with the above, I have examined: (i) The Application-Declaration; (ii) a copy of the Restated Certificate of Incorporation of Columbia, as amended; (iii) the Order of the U.S. Bankruptcy Court for the District of Delaware dated August 2, 1991 authorizing ordinary course financing between Columbia and the Subsidiaries; (iv) the Amended and Restated Credit Agreement dated September 15, 1994, between Columbia and Chemical Bank, approved by FINAL ORDER AUTHORIZING THE COLUMBIA GAS SYSTEM, INC., TO AMEND SECURED REVOLVING CREDIT AGREEMENT AND SECURITY AGREEMENT of the Bankruptcy Court entered August 16, 1994 and by order of the Commission dated September 12, 1994 (HCAR No. 35-26120), superseding the Secured Revolving Credit Agreement dated September 23, 1991, approved by FINAL ORDER AUTHORIZING COLUMBIA GAS SYSTEM, INC. TO (i) BORROW MONIES AND (ii) GRANT SENIOR AND JUNIOR LIENS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS PURSUANT TO 11 U.S.C. Section 364(c) of the Bankruptcy Court entered September 10, 1991, and by order of this Commission dated September 20, 1991 (HCAR Nos. 35-25380); (vi) the Orders of the Commission dated September 29, 1993, June 6, 1994 and August 11, 1994 permitting portions of the Application-Declaration to become effective; and (vi) such other documents, records and matters of law I deemed necessary to enable me to render this Opinion. Based upon the foregoing and relying thereupon, I am of the opinion that, assuming all taxes and Government charges in connection with such transactions are paid: (a) all state laws applicable to the Proposed Transaction have been complied with; (b) Columbia has received an Order from the Bankruptcy Court for the acquisition of the Short-Term Notes or Advances of the Subsidiaries in accordance with Orders issued by this commission in accordance with pre-petition practice; (c) the Short-Term Notes and Advances issued by certain of the Subsidiaries as part of the Proposed Transactions indicated above are valid and binding obligations of 11 such Subsidiaries in accordance with the terms of said Short-Term Notes and Advances, and Columbia legally acquired such Short-Term Notes and Advances; (d) Subsidiaries which advanced funds under the terms of the Money Pool had a valid claim against each of the Subsidiaries, to whom funds were advanced pursuant to the Money Pool, for the amounts so advanced; (e) the consummation of the Proposed Transaction did not violate the legal rights of the holders of any securities issued by Columbia or the Subsidiaries, or by any associate company thereof, and (f) the Proposed Transaction was carried out in accordance with the Application-Declaration. I hereby consent to the filing of this opinion together with the Certificate of the corporation filed pursuant to Rule 24. 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-----