-----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, JxtIqTRYG1GWulSkkMZ81Smj+1wWj8cxLK5qzlzImNs/XIqurarqsJ1nv1cAlipn PaHp/k/7CLnMyG0o852bqg== 0000893220-96-002023.txt : 19961212 0000893220-96-002023.hdr.sgml : 19961212 ACCESSION NUMBER: 0000893220-96-002023 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961211 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: 070-08925 FILM NUMBER: 96679100 BUSINESS ADDRESS: STREET 1: 12355 SUNRISE VALLEY DRIVE STREET 2: SUITE 300 CITY: RESTON STATE: VA ZIP: 20191-3458 BUSINESS PHONE: 7032950394 MAIL ADDRESS: STREET 1: 12355 SUNRISE VALLEY DRIVE STREET 2: SUITE 300 CITY: RESTON STATE: VA ZIP: 20191-3458 U-1/A 1 FORM U-1 AMEND NO.2 COLUMBIA GAS SYSTEM, INC 1 File No. 70-8925 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form U-1 JOINT APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 THE COLUMBIA GAS SYSTEM, INC. COLUMBIA ENERGY SERVICES CORPORATION COLUMBIA GAS SYSTEM SERVICE CORPORATION COLUMBIA ENERGY MARKETING CORPORATION COLUMBIA LNG CORPORATION COLUMBIA SERVICE PARTNERS, INC. COLUMBIA ATLANTIC TRADING CORPORATION 121 Hill Pointe Drive 12355 Sunrise Valley Drive Suite 100 Suite 300 Canonsburg, PA 15317 Reston, VA 20191-3458 COLUMBIA GULF TRANSMISSION COMPANY TRISTAR VENTURES CORPORATION COLUMBIA GAS TRANSMISSION CORPORATION TRISTAR CAPITAL CORPORATION 1700 MacCorkle Avenue, S.E. TRISTAR PEDRICK LIMITED CORPORATION Charleston, WV 25314 TRISTAR PEDRICK GENERAL CORPORATION TRISTAR BINGHAMTON LIMITED CORPORATION TRISTAR BINGHAMTON GENERAL CORPORATION COLUMBIA NETWORK SERVICES CORPORATION TRISTAR VINELAND LIMITED CORPORATION 1600 Dublin Road TRISTAR VINELAND GENERAL CORPORATION Columbus, OH 43215-1082 TRISTAR RUMFORD LIMITED CORPORATION TRISTAR GEORGETOWN GENERAL CORPORATION COMMONWEALTH PROPANE, INC. TRISTAR GEORGETOWN LIMITED CORPORATION COLUMBIA PROPANE CORPORATION TRISTAR FUEL CELLS CORPORATION 9200 Arboretum Parkway, Ste 140 TVC NINE CORPORATION Richmond, VA 23236 TVC TEN CORPORATION TRISTAR SYSTEM, INC. COLUMBIA GAS OF KENTUCKY, INC. 205 Van Buren COLUMBIA GAS OF OHIO, INC. Herndon, VA 22070 COLUMBIA GAS OF MARYLAND, INC. COLUMBIA GAS OF PENNSYLVANIA, INC. COLUMBIA NATURAL RESOURCES, INC. COMMONWEALTH GAS SERVICES, INC. 900 Pennsylvania Avenue 200 Civic Center Drive Charleston, WV 25302 Columbus, OH 43215
- -------------------------------------------------------------------------------- (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) J. W. Trost, Vice President COLUMBIA GAS SYSTEM SERVICE CORPORATION 12355 Sunrise Valley Drive Suite 300 Reston, VA 20191-3458 (Name and address of agent for service)(Other Agents for Service are Listed on the Reverse Side of the Front Cover) 2 Names and Addresses of Subsidiary Company Agents for Service: M. A. CHANDLER, Treasurer S. M. NORDIN, Treasurer Columbia Natural Resources, Inc. Commonwealth Propane, Inc. 900 Pennsylvania Avenue Columbia Propane Corporation Charleston, WV 25302 9200 Arboretum Parkway, Ste 140 Richmond, VA 23236 D. DETAR, Treasurer TriStar Ventures Corporation D. L. GELBAUGH, Vice President TriStar Pedrick Limited Corporation Columbia Gas of Ohio, Inc. TriStar Pedrick General Corporation Columbia Gas of Kentucky, Inc. TriStar Binghamton Limited Corporation Commonwealth Gas Services, Inc. TriStar Binghamton General Corporation Columbia Gas of Pennsylvania, Inc. TriStar Vineland Limited Corporation Columbia Gas of Maryland, Inc. TriStar Vineland General Corporation 200 Civic Center Drive TriStar Rumford Limited Corporation Columbus, OH 43215 TriStar Georgetown Limited Corporation TriStar Georgetown General Corporation N. C. Zola, Treasurer TriStar Fuel Cells Corporation Columbia Gas Transmission Corporation TVC Nine Corporation Columbia Gulf Transmission Company TVC Ten Corporation 1700 MacCorkle Avenue,. S. E. TriStar System, Inc. Charleston, WV 25314 205 Van Buren Herndon, VA 22070 D. FURLANO, Treasurer Columbia Network Services S. T. MACQUEEN, Treasurer 1600 Dublin Road Columbia LNG Corporation Columbus, OH 43215-1082 12355 Sunrise Valley Drive Suite 300 ROBERT GUSTAFSON, Controller Reston, VA 20191-3458 Columbia Energy Services Corporation Columbia Energy Marketing Corporation J. W. TROST, Vice President Columbia Service Partners, Inc. Columbia Gas System Service Corporation 121 Hill Pointe Drive 12355 Sunrise Valley Drive, Suite 300 Suite 100 Reston, VA 20191-3420 Canonsburg, PA 15317 J. W. GROSSMAN, Treasurer TriStar Capital Corporation Columbia Atlantic Trading Corporation 12355 Sunrise Valley Drive Suite 300 Reston, VA 20191-3458
- -------------------------------------------------------------------------------- (Names and Addresses of Other Agents for Service) 3 The Application - Declaration as previously filed is hereby amended as follows: Item 6. Exhibits and Financial Statements (a) Exhibit F Opinion of Counsel for Columbia and Subsidiaries 4 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment to be signed on their behalf by the undersigned thereunto duly authorized. The signatures 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. DATE: December 10, 1996 BY: //s//M. W. O'Donnell ---------------------------- M. W. O'Donnell, Senior Vice President & Chief Financial Officer COLUMBIA GAS OF OHIO, INC. COLUMBIA GAS OF KENTUCKY, INC. COLUMBIA GAS OF MARYLAND, INC. COLUMBIA GAS OF PENNSYLVANIA, INC. COMMONWEALTH GAS SERVICES, INC. COLUMBIA GULF TRANSMISSION COMPANY COLUMBIA GAS TRANSMISSION CORPORATION COLUMBIA PROPANE CORPORATION COMMONWEALTH PROPANE, INC. COLUMBIA GAS SYSTEM SERVICE CORPORATION COLUMBIA NATURAL RESOURCES, INC. TRISTAR CAPITAL CORPORATION COLUMBIA LNG CORPORATION COLUMBIA ATLANTIC TRADING CORPORATION COLUMBIA ENERGY SERVICES CORPORATION COLUMBIA ENERGY MARKETING CORPORATION COLUMBIA NETWORK SERVICES CORPORATION COLUMBIA SERVICE PARTNERS, INC. 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 5 TVC TEN CORPORATION TRISTAR SYSTEM, INC. DATE: December 10, 1996 BY: //s//J. W. Trost ------------------------------------- J. W. Trost, Vice President 6 Exhibit F December 10, 1996 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. 70-8925 As counsel for The Columbia Gas System, Inc. ("Columbia"), a Delaware corporation and a holding company registered under the Public Utility Holding Company Act of 1935 (the "Act"), and at its request, I deliver to you this Opinion of Counsel for filing as Exhibit F to the Joint Application-Declaration on Form U-1 (File No. 70-8925) of Columbia and certain of its subsidiary companies, including Columbia Gas of Ohio, Inc., Columbia Gas of Kentucky, Inc., Columbia Gas of Pennsylvania, Inc., Commonwealth Gas Services, Inc., Columbia Gas of Maryland, Inc., Columbia LNG Corporation, Columbia Gas Transmission Corporation, Columbia Gulf Transmission Company, Columbia Atlantic Trading Corporation, Columbia Energy Services Corporation, Columbia Service Partners, Inc., Columbia Energy Marketing Corporation, Columbia Network Services Corporation, Commonwealth Propane, Inc. Columbia Propane Corporation, Columbia Gas System Service Corporation, TriStar Ventures Corporation, TriStar Capital Corporation, Columbia Natural Resources, Inc., 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 Georgetown Limited Corporation, TriStar Georgetown General Corporation, TriStar Fuel Cells Corporation, TVC Nine Corporation, TVC Ten Corporation and TriStar System, Inc. (hereinafter, referred to collectively, as the "Subsidiaries"), relating to: 1. Columbia's proposed external short-term debt financing for general corporate purposes through December 31, 2001 of up to 1 billion dollars outstanding at any one time under the credit agreement dated as of November 28, 1995 between Columbia and Citibank, N.A., as agent, as amended, as may be amended or replaced, through the issuance of commercial paper, the sale of Bid Notes (via the entry into individual Bid Note Agreements with one or more commercial banks) and other forms of short-term financing generally available to borrowers with investment grade ratings (including, without limitation, the issuance of medium-term notes under the Indenture dated as of November 28, 1995, between Columbia and Marine Midland Bank, as Trustee, as amended (the "Indenture"), as more fully described in the Application-Declaration); 2. Columbia's proposed external long-term financing through the issuance from time-to-time, prior to December 31, 2001, of long-term securities consisting of Notes under the Indenture, common stock, preferred stock, or other debt or equity securities in an aggregate amount not exceeding 5 billion dollars, as more fully described in the Application-Declaration; 7 3. Columbia's proposed interest rate hedging transactions through December 31, 2001, using various derivative instruments, with respect to existing and anticipated issuances of fixed rate or floating rate debt, as more fully described in the Application-Declaration; 4. The sale to Columbia by the Subsidiaries, for cash, common stock, short-term securities and Notes, from time-to-time as required for contingencies, such as higher gas prices, warm weather, amounts of projected tax refunds, amounts of rate refunds and the variability of capital expenditure programs, up to specified amounts, as more fully described in the Application-Declaration; 5. Loans to and borrowings from the Intrasystem Money Pool evidenced by Money Pool Notes, from time-to-time through December 31, 2001; 6. Columbia's and certain non-utility subsidiaries' issuance of guarantees, procurement of letters of credit and other forms of credit support with respect to the on-going ordinary course of business obligations of such subsidiaries, from time-to-time, through December 31, 2001, in an amount outstanding at any one time not exceeding 500 million dollars, as more fully described in the Application-Declaration; 7. The reduction in authorized shares of certain of the Subsidiaries, through amendments to their respective certificates or incorporation, in order to reduce state franchise taxes, as more fully described in the Application-Declaration; 8. The reincorporation of Columbia Natural Resources, Inc. in Delaware, under a plan or reorganization and merger, as more fully described in the Application-Declaration; 9. Potential non-utility Subsidiary external financings, subject to a reservation of jurisdiction by this Commission, as more fully described in the Application-Declaration; 10. Columbia's and certain non-utility Subsidiaries' proposed organization of financing entities through the formation of new corporations, trusts, partnerships or other entities, for the issuance and/or acquisition of debt or equity securities, as more fully described in the Application-Declaration; and 11. The financing of exempt wholesale generators and foreign utility companies in compliance with Rule 53 under the Act, as more fully described in the Application-Declaration. The above Items 1 through 11, as more fully described in the Application-Declaration, are hereinafter referred to sometimes 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; 2 8 (iii) the Credit Agreement dated as of November 28, 1995, between Columbia and Citibank, N.A., as agent, as amended, and approved by order of this Commission dated August 25, 1995 (HCAR No. 35-26361); (iv) the Indenture dated as of November 28, 1995, between Columbia and Marine Midland Bank, as Trustee, as amended, and approved by order of this Commission dated August 25, 1995 (HCAR No. 35-26361); and (v) such other documents, records and matters of law as I deemed necessary to enable me to render this Opinion. Based upon the foregoing and relying thereupon, I am of the opinion that, assuming (i) the Proposed Transactions are consummated in accordance with the Application-Declaration, (ii) all applications either currently pending or subsequently made to the appropriate state regulatory agencies for authority to consummate the Proposed Transactions are granted, and (iii) all taxes and government charges in connection with such transactions are paid: (a) all state laws applicable to the Proposed Transactions will have been complied with; (b) Columbia and each of the Subsidiaries are validly organized and duly existing corporations in their respective states of incorporation; (c) the equity securities to be issued by Columbia and the Subsidiaries in the Proposed Transactions will be validly issued, fully paid and nonassessable, and the holders thereof shall be entitled to the rights and privileges pertaining thereto as set forth in the applicable certificates of incorporation or the certificates of designation which define such rights and privileges; (d) the various short-term debt instruments, guarantees and Notes to be issued by Columbia and certain of the Subsidiaries as part of the Proposed Transactions indicated above will be valid and binding obligations of Columbia and such Subsidiaries in accordance with the terms of said instruments, guarantees and Notes, and Columbia will have legally acquired such Notes; (e) Subsidiaries advancing funds under the terms of the Intrasystem Money Pool will have a valid claim against each of the Subsidiaries to whom funds are advanced pursuant to the Intrasystem Money Pool for the amounts so advanced; and (f) the consummation of the Proposed Transactions will not violate the legal rights of the holders of any securities issued by Columbia, or the Subsidiaries, or by any associate company thereof. I hereby consent to the filing of this Opinion as an Exhibit to the Application-Declaration. Very truly yours, /s/Mark A. Cleaves ------------------------------- Mark A. Cleaves, Esquire 3 -----END PRIVACY-ENHANCED MESSAGE-----