-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IUA1/muwIP9gBSeZ/UrtcUiFr+l1lVFGeLB239E5KBZkc9wiVuaVcjVM1klri8ed Gtp0fPj7nD6eBs1B0EeIHA== 0000893220-96-000446.txt : 19960318 0000893220-96-000446.hdr.sgml : 19960318 ACCESSION NUMBER: 0000893220-96-000446 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960315 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA GAS SYSTEM INC CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08627 FILM NUMBER: 96535008 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 U-1/A 1 PE AMEND. NO. 1 TO FORM U-1, COLUMBIA GAS SYSTEM 1 File No. 70-8627 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form U-1 POST-EFFECTIVE AMENDMENT NO. 1 APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 THE COLUMBIA GAS SYSTEM, INC. 20 Montchanin Road Wilmington, DE 19807 - -------------------------------------------------------------------------------- (Name of Company or Companies Filing This Statement and Addresses of the Principal Executive Offices) THE COLUMBIA GAS SYSTEM, INC. - -------------------------------------------------------------------------------- (Name of Top Registered Holding Company Parent of Each Applicant or Declarant) L. J. BAINTER, TREASURER The Columbia Gas System, Inc. 20 Montchanin Road Wilmington, DE 19807 - -------------------------------------------------------------------------------- (Name and Address of Principal Agent for Service) 2 Page 2 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS The Columbia Gas System, Inc. ("Columbia"), a registered public utility holding company, has proposed to sell up to 5,750,000 shares of its common stock ("Common Stock") pursuant to the Order of the Commission dated August 25, 1995 (HCAR 35-26361; 70-8627) in order to reduce a portion of the short-term bridge financing required to redeem the 7.89% Preferred Stock, Series A ("Series A Preferred Stock") and 5.22% Convertible Preferred Stock, Series B ("Series B DECS"). The Series A Preferred Stock and Series B DECS were issued on November 28, 1995 pursuant to the Third Amended Plan of Reorganization of Columbia dated July 27, 1995 (the "Plan"). Pursuant to the Plan, Columbia had the option to redeem the Series A Preferred Stock and Series B DECS without penalty or dividends for a period of 90 days after issuance. Columbia exercised this option on February 26, 1996 using funds borrowed under Columbia's credit facility as temporary financing. This transaction resulted in a savings to Columbia of approximately $5.3 million in foregone dividend payments. The Common Stock will consist of up to 4,333,845 shares of previously authorized but unissued shares and 1,416,155 shares of stock previously issued and held as treasury stock. The Common Stock was registered with the Commission under the Securities Act of 1933 with Columbia's registration statement on Form S-3 being declared effective by the Commission's Division of Corporation Finance, pursuant to delegated authority, on March 11, 1996. The Commission has reserved jurisdiction over the final terms of the Common Stock offering under the Public Utility Holding Company Act of 1935 (the "Act"). The purpose of this filing is to provide the final terms of the offering to enable the Commission to issue a Supplemental Order under the Act. 3 Page 3 On March 14, 1996, Columbia's Executive Committee of the Board of Directors approved an offering of Common Stock with the following terms: Number of Shares: Up to 5,750,000 shares of Common Stock including 750,000 sold to underwriters pursuant to an over-allotment option and 1,416,155 shares previously held as treasury shares. Underwriting Group: United States and Canada Salomon Brothers Inc Goldman, Sachs & Co. Merrill Lynch & Co. Smith Barney Inc. International Salomon Brothers International Limited Goldman Sachs International Merrill Lynch International Limited Smith Barney Inc. Price to Columbia: $41.60 per share Underwriters' Compensation: $ 1.40 per share Public Offering Price: $43.00 per share ITEM 2. FEES, COMMISSIONS AND EXPENSES (a) State 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. The following is an itemized statement of the estimated amounts of all expenses in connection with the proposed issuance of up to 5,750,000 shares of Common Stock: Filing Fees, Securities and Exchange Commission . . . $ 86,000 Printing of Registration Statement, Prospectus, and Other Miscellaneous Papers . . . . . . . . . . 35,000 Legal Fees . . . . . . . . . . . . . . . . . . . . . 55,000 Independent Accountants' Fees . . . . . . . . . . . . 40,000 Rating Fees . . . . . . . . . . . . . . . . . . . . . 65,000 Service Charges, Columbia Gas System Service Corp. . 50,000 Reimbursement for Blue Sky Filing Fees and Expenses . 7,500 Other Miscellaneous Expenses . . . . . . . . . . . . 15,000 -------- Total Expenses . . . . . . . . . . . . . . . . . . $353,500 ========
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 requested that the Commission issue its Supplemental Order by 9:00 a.m. on March 15, 1996. ITEM 6. EXHIBITS The following exhibit is made a part of this Application-Declaration: (a) Exhibits F-2 Opinion of Counsel. 4 Page 4 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Application-Declaration to be signed on its behalf by the undersigned thereunto duly authorized. THE COLUMBIA GAS SYSTEM, INC. Date: March 14, 1996 By: /s/ L. J. BAINTER -------------------------------------- L. J. Bainter Treasurer 5 Page 5 EXHIBIT INDEX Exhibits F-2 Opinion of Counsel. EX-99.F2 2 OPINION OF COUNSEL 1 March 14, 1996 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Dear Sirs: Re: The Columbia Gas System, Inc. File No. 70-8627 I am acting as counsel for The Columbia Gas System, Inc., a Delaware corporation ("Columbia"), and a registered holding company under the Public Utility Holding Company Act of 1935 (the "Holding Company Act") and at its request, in connection with the issuance and sale of up to 5,750,000 shares of Columbia's authorized common stock, $10 par value per share (the "Additional Common Stock"). The foregoing issuance is more fully described in the Application-Declaration on Form U-1 (File No. 70-8627), and certain pre-effective and post-effective amendments thereto including Post-Effective Amendment No. 1 being filed simultaneously herewith (the Application-Declaration as amended, is hereinafter called the "Declaration", and the issuance described above is hereinafter called the Proposed Issuance"). In connection with the foregoing, I have examined among other things, a copy of each of the following documents: (a) the Common Stock Registration Statement on Form S-3 (Registration No. 33-64555) filed on November 22, 1995, by Columbia with the U.S. Securities and Exchange Commission (the "Commission") for the registration of the Additional Common Stock under the Securities Act of 1993 and Amendment Nos. 1, 2, and 3 to said Registration Statement filed on February 15, 1996, February 23, 1996, and March 8, 1996, respectively; the related prospectus filed on March 8, 1996 and the assurance to my satisfaction that the order of the Commission declaring the Registration Statement effective was issued on March 11, 1996; (b) the Declaration and the Order of the Commission dated August 23, 1995; (c) the Restated Certificate of Incorporation as amended and Bylaws of Columbia; 2 U.S. Securities and Exchange Commission March 14, 1996 Page 2 (d) the resolutions adopted by the Board of Directors of the Corporation at meetings held on October 18, 1995 and January 17, 1996 and adopted by the Executive Committee on March 14, 1996; and (e) such other records, documents and matters as I have deemed necessary to enable me to render this opinion. Based upon the foregoing and relying thereupon, I am of the opinion that: 1. Columbia is a validly organized and duly existing corporation under the laws of the State of Delaware. 2. When (i) the Commission shall have issued a favorable order under the Holding Company Act permitting the issuance of the Additional Common Stock pursuant to the General Rules and Regulations under the Holding Company Act; (ii) certificates representing the shares of Additional Common Stock being offered and sold having the seal of the Corporation or a facsimile thereof affixed thereto or reproduced thereon shall have been executed by the manual or facsimile signature of the proper officers of Columbia and delivered to the purchasers thereof against due payment therefor; and (iii) the Proposed Issuance, in all other respects, shall have been consummated in accordance with the Declaration and the above-mentioned orders of the Commission; (a) all state laws applicable to the proposed transaction will have been complied with; (b) the shares of Additional Common Stock being offered and sold will be validly issued, fully paid and non-assessable, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in Columbia's Restated Certificate of Incorporation; and 3 U.S. Securities and Exchange Commission March 14, 1996 Page 3 (c) the legal rights of the holders of any securities issued by Columbia or any associate company thereof will not have been violated by the consummation of the Proposed Issuance. I hereby consent to the filing of this opinion as an exhibit 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-----