-----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, Va9Pbtdrk/UepYFBaj38Ip/AX2qEKGLacK6ZbAZWeLQCDttdh5MXx16xhkELOqKH tAGbj4+7tAIZUYlpTeHhww== 0000893220-98-001062.txt : 19980604 0000893220-98-001062.hdr.sgml : 19980604 ACCESSION NUMBER: 0000893220-98-001062 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980603 EFFECTIVENESS DATE: 19980603 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA ENERGY GROUP 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: S-8 POS SEC ACT: SEC FILE NUMBER: 033-42776 FILM NUMBER: 98641697 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 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA GAS SYSTEM INC DATE OF NAME CHANGE: 19920703 S-8 POS 1 FORM S-8 POS COLUMBIA ENERGY GROUP 1 As filed with the Securities and Exchange Commission on June 1, 1998. Registration No. 33-42776 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1* TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- COLUMBIA ENERGY GROUP (Exact Name of Registrant as Specified in Its Charter) --------------- Delaware 13-1594808 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 12355 SUNRISE VALLEY DRIVE, SUITE 300, RESTON, VA 20191-3420 (Address of Principal Executive Office) (Zip Code) --------------- EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP (Formerly named "Employees' Thrift Plan of Columbia Gas System") (Full Title of the Plan) --------------- MICHAEL W. O'DONNELL SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER COLUMBIA ENERGY GROUP 12355 SUNRISE VALLEY DRIVE SUITE 300, RESTON, VA 20191-3420 (Name and Address of Agent For Service) (703) 295-0300 (Telephone Number, Including Area Code, of Agent For Service) ================================================================================ * This Post-Effective Amendment No. 1 is filed pursuant to Rule 416(b) under the Securities Act of 1933, as amended, with respect to shares of Common Stock of the Registrant, and reflects a three-for-two split of the Registrant's Common Stock, distributed in the form of a Common Stock dividend, to be effective June 15, 1998. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation law, the law of the state of incorporation of the Corporation, confers broad powers upon Delaware corporations with respect to indemnification of any person against liabilities incurred by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other business entity. The provisions of Section 145 are not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement or otherwise. The Corporation's Restated Certificate of Incorporation requires the Corporation to indemnify its directors and officers and certain other persons serving at the request of the Corporation to the fullest extent permitted by Delaware law and to advance litigation expenses, and permits the Corporation to maintain director and officer liability insurance. Director and officer liability insurance has been purchased for all of the Corporation's directors and officers, and directors and officers of subsidiary companies. Subject to policy terms and conditions, that insurance indemnifies individual directors and officers for related costs, damage or charges, including litigation expenditures, incurred as a result of actual or alleged wrongful acts. The coverage also reimburses the Corporation and its subsidiary companies for amounts paid by them to indemnify covered directors and officers. The Restated Certificate of Incorporation also contains a provision that eliminates the personal liability of the Corporation's directors for monetary damages to the Corporation and its stockholders for breach of fiduciary duty as a director of the Corporation to the fullest extent permitted by the Delaware General Corporation Law. ITEM 8. EXHIBITS. The exhibits filed as part of this Registration Statement are as follows:
Exhibit No. Description --- ----------- 4-A-1 Restated Certificate of Incorporation of The Columbia Gas System, Inc., dated as of November 28, 1995. 4-A-2 Certificate of Ownership and Merger, Merging Columbia Energy Group into The Columbia Gas System, Inc. 4-B By-Laws of The Columbia Gas System, Inc., as amended, dated November 18, 1987.
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4-C Indenture dated as of November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-D First Supplemental Indenture dated as of November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-E Second Supplemental Indenture dated as of November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-F Third Supplemental Indenture dated as of November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-G Fourth Supplemental Indenture dated as of November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-H Fifth Supplemental Indenture dated as of November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-I Sixth Supplemental Indenture dated as of November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-J Seventh Supplemental Indenture dated as of November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 23 Written consent of Arthur Andersen LLP, independent public accountants.
4 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Reston, Commonwealth of Virginia, on May 20, 1998. Columbia Energy Group --------------------------- (Registrant) By /s/ Michael W. O'Donnell --------------------------- Michael W. O'Donnell Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/Oliver G. Richard III Chairman, Chief Executive Officer, May 20, 1998 ------------------------- President and Director (Principal Oliver G. Richard III Executive Officer) /s/ Michael W. O'Donnell Senior Vice President May 20, 1998 ------------------------- (Chief Financial Officer) Michael W. O'Donnell /s/ Jeffrey W. Grossman Vice President & Controller May 20, 1998 ------------------------- (Principal Accounting Officer) Jeffrey W. Grossman /s/ Richard F. Albosta Director May 20, 1998 ------------------------ Richard F. Albosta
5 /s/ Robert H. Beeby ------------------------ Robert H. Beeby Director May 20, 1998 /s/ Wilson K. Cadman ------------------------ Wilson K. Cadman Director May 20, 1998 /s/ James P. Heffernan ------------------------ James P. Heffernan Director May 20, 1998 /s/ Karen L. Hendricks ------------------------ Karen L. Hendricks Director May 20, 1998 /s/ Malcolm T. Hopkins ------------------------ Malcolm T. Hopkins Director May 20, 1998 /s/ J. Bennett Jognson ------------------------ J. Bennett Johnston Director May 20, 1998 /s/ Malcolm Jozoff ------------------------ Malcolm Jozoff Director May 20, 1998 /s/ William E. Lavery ------------------------ William E. Lavery Director May 20, 1998 /s/ Gerald E. Mayo ------------------------ Gerald E. Mayo Director May 20, 1998 /s/ Douglas E. Olesen ------------------------ Douglas E. Olesen Director May 20, 1998 /s/ William R. Wilson ------------------------ William R. Wilson Director May 20, 1998
6 The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Employees' Thrift Plan of Columbia Energy Group) have duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Reston, Commonwealth of Virginia, on May 20, 1998. EMPLOYEES' THRIFT PLAN OF COLUMBIA ENERGY GROUP -------------------------- (Plan) By /s/ M. W. O'Donnell -------------------------- M. W. O'Donnell Chairman of the Employees' Thrift Plan Committee 7 EXHIBIT INDEX Reference is made in the two right hand columns below to those exhibits which have heretofore been filed with the Commission. Exhibits so referred to are incorporated herein by reference.
Reference File No. Exhibit -------- ------- 4-A-1 The Columbia Gas System, Inc. Restated 1-1098 3-A Certificate of Incorporation dated as of November 28, 1995. 4-A-2 Certificate of Ownership and Merger, Merging 33-64555 4-S Columbia Energy Group into The Columbia Gas System, Inc. 4-B By-Laws of The Columbia Gas System, Inc., 1-1098 3-B as amended, dated November 18, 1987. 4-C Indenture dated as of November 28, 1995 33-64555 4-S between the Corporation and Marine Midland Bank, Trustee 4-D First Supplemental Indenture dated as of 33-64555 4-T November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-E Second Supplemental Indenture dated as of 33-64555 4-U November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-F Third Supplemental Indenture dated as of 33-64555 4-V November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-G Fourth Supplemental Indenture dated as of 33-64555 4-W November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-H Fifth Supplemental Indenture dated as of 33-64555 4-X November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 4-I Sixth Supplemental Indenture dated as of 33-64555 4-Y November 28, 1995 between the Corporation and Marine Midland Bank, Trustee.
8 4-J Seventh Supplemental Indenture dated as of 33-64555 4-Z November 28, 1995 between the Corporation and Marine Midland Bank, Trustee. 23* Written consent of Arthur Andersen LLP, independent public accountants.
*Filed herewith EX-23 2 WRITTEN CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 23, 1998, included in Columbia Energy Group's 1997 Annual Report on Form 10-K, and our report dated June 4, 1997 included in the Annual Report on Form 11-K of the Employees' Thrift Plan of Columbia Gas System (renamed the "Employees' Thrift Plan of Columbia Energy Group") for the year ended December 31, 1996. Arthur Andersen LLP New York, New York June 1, 1998 -----END PRIVACY-ENHANCED MESSAGE-----