-----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, lHadjWM1/12cM5yg4dH3vkKcA+5hPibtBhe1J+dUMeMZbbyYP7KDbGcQSgOl4gQ8 QfaN5AFoewt3UG6x2f/WIg== 0000893220-95-000292.txt : 19950501 0000893220-95-000292.hdr.sgml : 19950501 ACCESSION NUMBER: 0000893220-95-000292 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950428 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: 070-08471 FILM NUMBER: 95532478 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 35-CERT 1 INTERIM REPORT UNDER RULE 24 1 April 26,1995 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Interim Report 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. 70-8471 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 December 22, 1994, and March 14, 1995 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 January 1, 1995 through March 31, 1995 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 orders issued by the Pennsylvania Public Utilities Commission, the Public Utilities Comission of Ohio and the Public Service Commission of the Commonwealth of Kentucky. 2 SUBSIDIARY FINANCING ($000)
Aggregate Amount Under Application Money Pool ------------------------------ Maximum Amount Installment During Quarter Common Long-Term ---------------------------------------- Company Stock Debt Borrowings Investment ---------------- ----------- ------------- ------------ -------------- $000 $000 $000 $000 CKY . . . . . . . . . . . . ** ** 2,481 16,432 COH . . . . . . . . . . . . ** ** 81,500 41,384 CMD . . . . . . . . . . . . * -0- 283 3,133 CPA . . . . . . . . . . . . ** ** 10,023 40,664 CNR . . . . . . . . . . . . * -0- -0- 17,151 CGT . . . . . . . . . . . . * -0- 4,054 15,725 CGD . . . . . . . . . . . . * -0- 11,014 3,448 CS . . . . . . . . . . . . -0- -0- 5,784 4,667 CPI . . . . . . . . . . . . * -0- 2,081 2,584 CLG . . . . . . . . . . . . * * -0- 3,440 CPC . . . . . . . . . . . . * * 286 593 CES . . . . . . . . . . . . * * -0- 15,560 CGC . . . . . . . . . . . . * * -0- 2,383 CAT . . . . . . . . . . . . * * * 650 TVC . . . . . . . . . . . . * * * 6,905 TCC . . . . . . . . . . . . -0- * * 43 TPL*** . . . . . . . . . . * * * 35 TPG*** . . . . . . . . . . * * * -0- TBL*** . . . . . . . . . . * * * 1,393 TBG*** . . . . . . . . . . * * * 571 TVL*** . . . . . . . . . . * * * 485 TVG*** . . . . . . . . . . * * * 60 TRL*** . . . . . . . . . . * * * 516
- --------------------------- * Authorization for such financing not requested in Application. ** Reported via Form U-6B-2 pursuant to Rule 52. *** A TriStar Ventures Subsidiary. 3 SIGNATURE 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. THE COLUMBIA GAS SYSTEM, INC. Date: April 25, 1995 By: /s/ L. J. BAINTER ---------------------------- L. J. Bainter, Treasurer COLUMBIA GAS OF OHIO, INC. COLUMBIA GAS OF PENNSYLVANIA, INC. COLUMBIA GAS OF KENTUCKY, INC. COLUMBIA GAS OF MARYLAND, INC. COMMONWEALTH GAS SERVICES, INC. COLUMBIA GULF TRANSMISSION COMPANY COLUMBIA GAS DEVELOPMENT CORPORATION COLUMBIA PROPANE CORPORATION COMMONWEALTH PROPANE, INC. COLUMBIA GAS SYSTEM SERVICE CORPORATION COLUMBIA NATURAL RESOURCES, INC. COLUMBIA ATLANTIC TRADING CORPORATION COLUMBIA COAL GASIFICATION CORPORATION COLUMBIA LNG CORPORATION COLUMBIA ENERGY SERVICES CORPORATION TRISTAR VENTURES CORPORATION TRISTAR CAPITAL CORPORATION Date: April 25, 1995 By: /s/ L. J. BAINTER --------------------------------- L. J. Bainter, Vice President TRISTAR VENTURES CORPORATION TRISTAR PEDRICK LIMITED CORPORATION TRISTAR PEDRICK GENERAL CORPORATION TRISTAR BINGHAMTON LIMITED CORPORATION TRISTAR BINGHAMTON GENERAL CORPORATION TRISTAR VINELAND LIMITED CORPORATION TRISTAR VINELAND GENERAL CORPORATION TRISTAR RUMFORD LIMITED CORPORATION TRISTAR FUEL CELLS CORPORATION TRISTAR GEORGETOWN GENERAL CORPORATION TRISTAR GEORGETOWN LIMITED CORPORATION TVC NINE CORPORATION TVC TEN CORPORATION Date: April 25, 1995 By: /s/ D. P. DETAR ------------------------- D. P. Detar, Treasurer
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. 5 15. Exempt from provisions of Section 6(a) under Rule 52. 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 MARCH 31, 1995
Aggregate Amount Issued Under Exemption Money Pool from January 1, 1995 Maximum Amount -------------------------------------------------- During Quarter Installment ---------------------------------------- Company Common Stock Promissory Notes Borrowings* Investments* ------- ------------ ---------------- ------------ ------------ $000 $000 $000 $000 CKY -0- -0- ** ** COH -0- -0- ** ** CPA -0- -0- ** ** COS -0- -0- 6,520 10,065
- ---------------------- * Interest Rate = 5.66% to 6.25% Maturity Date - April 30, 1997 ** Reported pursuant to Rule 24 7 PENNSYLVANIA PUBLIC UTILITY COMMISSION HARRISBURG, PA 17105-3265 Public Meeting held March 30, 1995 Commissioners Present: John M. Quain, Chairman Joseph Rhodes, Jr., Vice-Chairman Lisa Crutchfield John Hanger David W. Rolka Securities Certificate of Columbia Gas of Pennsylvania, Inc. for the issuance of common stock not to exceed 200,000 shares. S-00950493 OPINION AND ORDER BY THE COMMISSION: On February 27, 1995, Columbia Gas of Pennsylvania, Inc., (Columbia) filed for registration pursuant to Chapter 19 of the Public Utility Code, 66 Pa. C.S. Section Section 1901, et seq., a Securities Certificate for the issuance of common stock not to exceed 200,000 shares having an aggregate par value of $5 million. At Public Meeting on March 16, 1995, we extended the consideration period until March 31, 1995, so as to allow time for adequate review of the filing. Columbia proposes to issue and sell to its parent, Columbia Gas System, Inc., 200,000 shares of common stock at the par value of $25 per share. The stock will be issued from time to time prior to December 31, 1995. The proceeds from the issuance will be used by Columbia to 8 fund its 1995 construction program which includes the improvement of service, the replacement of facilities due to condition, the relocation of facilities to accommodate highway construction, and the addition of new customers. The 1995 construction program is projected to cost approximately $31.5 million. Columbia filed concurrently with S-00950493, a Securities Certificate docketed at S-00950492, for the issuance of promissory notes to its parent, not in excess of $15,500,000. The instant Securities Certificate has been considered in conjunction with S-950492. The Commission has examined this Securities Certificate and has determined that the proposed issuance of common stock 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: That the Securities Certificate of Columbia Gas of Pennsylvania, Inc. for the issuance of common stock not to exceed 200,000 shares is hereby registered. BY THE COMMISSION /s/ John G. Alford ------------------ John G. Alford Secretary (SEAL) ORDER ADOPTED : March 30, 1995 ORDER ENTERED: March 30, 1995 9 PENNSYLVANIA PUBLIC UTILITY COMMISSION HARRISBURG, PA 17105-3265 Public Meeting held March 30, 1995 Commissioners Present: John M. Quain, Chairman Joseph Rhodes, Jr., Vice-Chairman Lisa Crutchfield John Hanger David W. Rolka Securities Certificate of Columbia Gas of Pennsylvania, Inc. for the issuance of up to $15,500,000, principal amount of promissory notes. S-00950492 OPINION AND ORDER BY THE COMMISSION: On February 27, 1995, Columbia Gas of Pennsylvania, Inc., (Columbia) filed for registration pursuant to Chapter 19 of the Public Utility Code, 66 Pa. C.S. Section Section 1901, et seq., a Securities Certificate for the issuance of promissory notes, not in excess of the principal amount of $15,500,000. At Public Meeting on March 16, 1995, we extended the consideration period until March 31, 1995, so as to allow time for adequate review of the filing. Columbia proposes to issue the notes at one or more times prior to December 31, 1995, to its parent, Columbia Gas System, Inc. The notes will provide the permanent financing for the utility's 1995 construction program and for general corporate purposes. The principal is to repaid 10 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. Columbia filed concurrently with S-00950492, a Securities Certificate docketed at S-00950493, for the issuance of common stock not to exceed 200,000 shares. The instant Securities Certificate has been considered in conjunction with S-00950493. 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 $15,500,000 is hereby registered. 2. That Columbia Gas of Pennsylvania, Inc., shall file with this Commission within 60 days of 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 : March 30, 1995 ORDER ENTERED: March 30, 1995 11 BEFORE THE PUBLIC UTILITIES COMMISSION OF OHIO In the Matter of the Application of ) Columbia Gas of Ohio, Inc. for an ) Order Authorizing the Issuance and ) Sale of an Aggregate Amount Not to ) Case No. 95-147-GA-AIS Exceed $47,600,000 Principal Amount ) of Installment Promissory Notes and ) Authorized but Unissued Common Stock ) Not to Exceed 1,360,000 Shares of ) $25 Par Value. ) FINDING AND ORDER The Commission finds: (1) Applicant, is an Ohio corporation and public utility, as defined in Sections 4905.02 and 4905.03 (A) (6), Revised Code, and is subject to the jurisdiction of this Commission. (2) This Application is filed under Sections 4905.40 and 4905.41, Revised Code. (3) Applicant proposes to issue and sell to its parent company, The Columbia Gas System, Inc., Installment Promissory Notes (the "Notes") in an aggregate principal amount of up to $47.6 million, and Common Stock (the "Stock") not to exceed 1.36 million shares, $25 par value per share, in an aggregate principal amount of $34 million, within the terms and conditions as set forth in the Application and Exhibits. (4) The proceeds from the Notes and the Stock (collectively the "Securities") will be used to partially reimburse Applicant's treasury to provide funds for its construction program and current maturities on long-term debt. (5) The principal amount of the Securities, the probable costs, and other terms do not appear to be unjust or unreasonable. (6) The effect of the issuance of the Securities on Applicant's revenue requirements will be considered in the determination of required revenues in rate proceedings in which all factors affecting rates are taken into account according to law. 12 (7) Based on the information contained in the Application and Exhibits thereto, the purposes to which the proceeds from the Securities shall be applied appear to be reasonably required by Applicant to meet its present and prospective obligations to provide utility service and the Commission is satisfied that consent and authority should be granted. It is, therefore, ORDERED, That Applicant, Columbia Gas of Ohio, Inc. is authorized to issue and sell to its parent company, The Columbia Gas System, Inc., Installment Promissory Notes in an aggregate principal amount of up to $47.6 million, and Common Stock not to exceed 1.36 million shares, $25 par value per share, in an aggregate principal amount of $34 million, within the terms and conditions as set forth in the Application and Exhibits. It is, further, ORDERED, That the proceeds from the issuance of the Securities shall be used for the purposes set forth in this Order and otherwise pursuant to Section 4905.40, Revised Code. It is, further, ORDERED, That after the Securities authorized by this Order are issued, Applicant shall report to this Commission the terms and full particulars regarding the issuance of the Securities. It is, further, ORDERED, That nothing in this Order shall be construed to imply any guaranty or obligation as to the Securities, the interest or dividends thereon, on the part of the State of Ohio. It is, further, ORDERED, That nothing in this Order shall be construed to imply any guaranty or obligation by the Commission to assure completion of any specific construction project of the Applicant. It is, further, ORDERED, That noting in this Order shall be deemed to be binding upon this Commission in any future proceeding or investigation involving the justness or reasonableness of any rate, charge, rule or regulation. It is, further, 13 ORDERED, That a copy of this Order be served upon all parties of record. THE PUBLIC UTILITIES COMMISSION OF OHIO /s/ Craig A. Glazer -------------------------------- Craig A. Glazer, Chairman -------------------------------- ------------------------ J. Michael Biddison Jolynn Barry Butler /s/ Richard M. Fanelly /s/ David W. Johnson ---------------------- -------------------- Richard M. Fanelly David W. Johnson Entered in the Journal Mar 16 1995 ----------- A True Copy /s/ Mary L. Vigorito -------------------- Mary L. Vigorito Secretary
14 COMMONWEALTH OF KENTUCKY BEFORE THE PUBLIC SERVICE COMMISSION In the Matter of: THE APPLICATION OF COLUMBIA GAS ) OF KENTUCKY, INC. FOR AUTHORITY ) FOR THE ISSUANCE AND SALE OF ) CASE NO. 95-028 PROMISSORY NOTES ) O R D E R On January 23, 1995, Columbia Gas of Kentucky, Inc. ("Columbia") filed its application seeking authority to issue and sell up to $4,200,000 in principal amount of Installment Promissory Notes ("Notes"). The proceeds will be used to assist in financing capital expenditures during 1995 in the amount of $10,868,000 as set forth on Exhibit 7 of Columbia's application; to pay $4,064,547 in current maturities on long-term debt as set forth in Columbia's filing; and for other lawful corporate purposes. The proposed Notes will be sold to the Columbia Gas System, Inc. ("System"). The proposed Notes will be dated the date of their issue and have the same terms and provisions as the outstanding non-registered Notes of Columbia, except that they will be payable in equal annual installments not to exceed 30 years as opposed to 15, 20, or 25 years and that they will be subject to a default rate of 2 percent per annum in excess of the stated rate on the unpaid principal amount. The default rate will be assessed if any interest or principal payment becomes past due. The interest rate of the Notes will be determined quarterly based on the three-month 15 average yield on newly "A" rated 25-30 year utility bonds as published in Salomon Brothers' weekly Bond Market Roundup, rounded to the nearest 1/8 percent per annum. The default rate and the interest rate provisions differ from Columbia's typical financing proposals. However, the Commission recognizes the financial condition of Columbia's parent, System, and the impact this has on efforts to raise capital. The Commission, having considered the evidence of record and being otherwise sufficiently advised, finds that the proposed issuance and sale by Columbia of up to $4,200,000 in principal amount of Notes are for lawful objects within its corporate purposes, are necessary and appropriate for and consistent with the proper performance of its service to the public, will not impair its ability to perform that service, are reasonably necessary and appropriate for such purposes, and should, therefore, be approved. IT IS THEREFORE ORDERED that: 1. Columbia be and it hereby is authorized to issue and sell up to $4,200,000 of Notes. 2. Columbia shall, within 30 days after the issuance of the securities referred to herein, file with the Commission a statement setting forth the date or dates of issuance of the securities authorized herein, the price paid, the interest rate, the terms, and all fees and expenses involved in the issuance and distribution and the use of the proceeds. 3. Columbia shall agree only to such terms and prices that are consistent with said parameters as set out in its application. 4. The proceeds from the transactions authorized herein shall be used only for the lawful purposes set out in the application. 16 Nothing contained herein shall be construed as a finding of value for any purpose or as a warranty on the part of the Commonwealth of Kentucky or any agency thereof as to the securities authorized herein. Done at Frankfort, Kentucky, this 22nd day of March, 1995. By the Commission ATTEST: /s/ Don Mills - -------------------- Executive Director -----END PRIVACY-ENHANCED MESSAGE-----