-----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, sf6j9xlSPnmukDg7lHE18z5vNn7neSxpZzoY6fRsQyLof2n61NBpiFh7jishYU3G kZhX0TdOblNfWC0ZA6tRVw== 0000893220-94-000475.txt : 19941125 0000893220-94-000475.hdr.sgml : 19941125 ACCESSION NUMBER: 0000893220-94-000475 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941122 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA GAS SYSTEM INC CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: 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: 070-08235 FILM NUMBER: 94561452 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 U-1/A 1 AMENDMENT NO. 9 TO FORM U-1 COLUMBIA GAS SYSTEM 1 File No. 70-8235 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 9 to Form U-1 JOINT APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 THE COLUMBIA GAS SYSTEM, INC. TRISTAR VENTURES CORPORATION TRISTAR BINGHAMTON GENERAL CORPORATION TRISTAR BINGHAMTON LIMITED CORPORATION TRISTAR FUEL CELLS CORPORATION TRISTAR GEORGETOWN GENERAL CORPORATION TRISTAR GEORGETOWN LIMITED CORPORATION TRISTAR PEDRICK GENERAL CORPORATION TRISTAR PEDRICK LIMITED CORPORATION TRISTAR RUMFORD LIMITED CORPORATION TRISTAR VINELAND GENERAL CORPORATION TRISTAR VINELAND LIMITED CORPORATION TVC NINE CORPORATION TVC TEN CORPORATION 20 Montchanin Road Wilmington, DE 19807 ----------------------------------------------------------------- (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) L. J. Bainter, Treasurer THE COLUMBIA GAS SYSTEM, INC. 20 Montchanin Road Wilmington, DE 19807 ----------------------------------------------------------------- (Name and address of agent for service) 2 Page 2 Amendment No. 8 to the Application-Declaration as previously filed is hereby amended as follows: Item 1. Description of Proposed Transaction The following sentence is added to the first full paragraph on page 10: "All financing of Project Parents by TVC will be in the form of equity. Authorization for debt financing is not requested." Section d), Project Management Services, beginning on page 11, is deleted and replaced in its entirety with the following: "d) Project Management Services Pursuant to Rule 87 and its authority in File No. 70-8012, TVC has been providing, directly or indirectly, certain services for its QF projects. As stated in the Application-Declaration in File No. 70-8012, TVC proposed to engage in administrative activities relating to QFs. Such activities would include the ongoing personnel, accounting, engineering, legal, financial and other support activities necessary for TVC to manage its investments in QFs. See HCAR No. 25635 (Sept. 17, 1992) (authorizing TVC's investment in administrative activities). TVC also stated in that file that it would engage in administrative activities directly or indirectly through wholly-owned subsidiaries or through Cogeneration Partners of America ("CPA"), a New Jersey partnership in which TVC owns a 50% interest and which was formed to develop, manage and provide administrative services relating to QF projects in which CPA's partners would have direct or indirect investments. By providing such services for its QF projects directly or indirectly, TVC has been able to minimize the projects' costs for management services as well as provide expertise particularly adapted to its projects' specific business and regulatory needs. Among the management services provided have been fuel management and operations and maintenance management ("O&M") services. Typical functions associated with these type of services are described below. Up until 1994, project management services for projects in which TVC invested were rendered indirectly through CPA. Beginning in 1994, the partners of CPA decided, for business reasons, to reduce the services provided by CPA and to provide management services themselves directly with their own personnel. Presently TVC and the other, nonaffiliated partner of CPA are providing project management services for the Pedricktown, Binghamton and Vineland Projects. To date, TVC has billed approximately 8,600 hours to those three Projects for its services at a cost of approximately $760,000. 3 Page 3 In this filing, TVC now proposes to provide project management services to nonaffiliates as an incidental adjunct to its main business of developing and owning projects. The electric generation market has become extremely competitive, making it more difficult for businesses to enter into limited new investment opportunities. By having the ability to provide services to nonaffiliates, TVC will be in a better position later to develop or otherwise invest in those projects or other projects being developed by the nonaffiliates. For example, while exploring possible project investments, TVC is sometimes asked to provide management services, and having the authority to do so could make TVC a more attractive potential equity partner. (Were TVC to propose to invest in such projects, TVC would seek Commission approval at that time for the issuance and sale of securities to invest in projects as required.) The provision of services also would allow TVC to utilize its personnel, resources and expertise, which it has established through its development and ownership of projects, so as to generate revenues in supplemental enterprises that normally would not require capital investments. TVC's rendering of such services may also benefit other Columbia subsidiaries, including the local distribution companies (LDCs), by helping them to maintain or increase throughput on their systems. TVC's proposed nonaffiliate project management services, performed for a non-cost based fee, would consist of fuel management, O&M and related services. The services would be provided to non-affiliated entities, including cogenerators, independent power producers, electric generators and other entities. The proposed fuel management services would consist of developing fuel acquisition strategies to support nonaffiliated entities during the development state, as well as daily management of fuel operations and fuel-related risks of operations. More specifically, the fuel management services may include such duties as planning the supply and transportation of fuel; managing gas supply contracts; planning for the backup fuel; generating and analyzing project dispatch projections; monitoring and participating in state and federal regulatory proceedings that could impact fuel supply, cost, and transportation; and managing and minimizing fuel-related project risk exposure. TVC's fuel management services would predominantly involve natural gas. The proposed O&M services would consist of providing the day-to-day management, coordination and optimization of facilities. O&M services may include such duties as overseeing operations to maximize the economic advantages of operations to owners; providing staffing resources to render operations, maintenance, technical and administrative services; assessing compliance with regulatory and environmental issues; monitoring performance; establishing and monitoring operating plans and budgets; negotiating, approving and managing contracts for outside services; and evaluating issues related to the facility's customers. TVC plans to provide its project management services to nonaffiliates at negotiated rates. TVC proposes to use its own present or future employees to render 4 Page 4 such services. While TVC is not presently involved with providing project management services to nonaffiliates, it currently estimates that for the next three-year period, it may enter into several agreements with nonaffiliates per year, each such arrangement generating net revenue of $300,000 to $500,000 per year, so that the net revenues from such services could grow to $4.0 million annually by the end of 1997. TVC proposes that the Commission impose no time restriction on the provision of such services as such a restriction would limit the duration of its proposed agreements and therefore hamper TVC's ability to be on a par with other companies in a very competitive environment. See, e.g., HCAR Nos. 26123 (Sept. 12, 1994), 25848 (July 8, 1993), and 25414 (Nov. 22, 1991) (authorizing Energy Initiatives, Inc., Entergy Enterprises, Inc. and CSW Energy, Inc., respectively, to provide services to nonaffiliates, apparently without a time restriction). A time restriction could, in turn, be detrimental to other Columbia subsidiaries, such as the LDCs, who may lose the opportunity to maintain or increase throughput on their systems were TVC to be unable to keep or bring in customers for these companies." Item 3. Applicable Statutory Provisions The first paragraph on page 17 is deleted and replaced in its entirety with the following: "The proposed repurchase of shares of common stock of the TriStar Subsidiaries may be subject to Sections 9, 10 and 12(c) and Rule 42, but the requirements of those Sections and Rule will have been complied with when this Amendment to the Declaration is declared effective." 5 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Declaration to be signed on their behalf by the undersigned thereunto duly authorized. The signature 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. Dated: November 22, 1994 By: /s/ L. J. BAINTER -------------------------------------- L. J. Bainter, Treasurer TRISTAR VENTURES CORPORATION TRISTAR BINGHAMTON GENERAL CORPORATION TRISTAR BINGHAMTON LIMITED CORPORATION TRISTAR FUEL CELLS CORPORATION TRISTAR GEORGETOWN GENERAL CORPORATION TRISTAR GEORGETOWN LIMITED CORPORATION TRISTAR PEDRICK GENERAL CORPORATION TRISTAR PEDRICK LIMITED CORPORATION TRISTAR RUMFORD LIMITED CORPORATION TRISTAR VINELAND GENERAL CORPORATION TRISTAR VINELAND LIMITED CORPORATION TVC NINE CORPORATION TVC TEN CORPORATION 20 Montchanin Road Wilmington, DE 19807 Dated: November 22, 1994 By: /s/ D. P. DETAR ------------------------------------ D. P. Detar, Treasurer -----END PRIVACY-ENHANCED MESSAGE-----