-----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, Dsx8AjMv7E1ZgJhMR9FYpSJOzQ1qNE3q3seVQk2uNiID3bea1qKMDb60RZG95+IG C6Qn+7EGCeswJWq1XbDxvw== 0000893220-98-000436.txt : 19980225 0000893220-98-000436.hdr.sgml : 19980225 ACCESSION NUMBER: 0000893220-98-000436 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980224 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: U-1/A SEC ACT: SEC FILE NUMBER: 070-08925 FILM NUMBER: 98547883 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 U-1/A 1 FORM U-1 AMEND. #6 FOR COLUMBIA ENERGY GROUP 1 File No. 70-8925 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 6 to Form U-1 JOINT APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ----------------------------------------------------------------- COLUMBIA ENERGY GROUP COLUMBIA ENERGY GROUP SERVICE CORPORATION COLUMBIA LNG CORPORATION COLUMBIA ATLANTIC TRADING CORPORATION COLUMBIA ENERGY SERVICES CORPORATION COLUMBIA POWER MARKETING CORPORATION COLUMBIA ENERGY MARKETING CORPORATION ENERGY.COM CORPORATION COLUMBIA SERVICE PARTNERS, INC. COLUMBIA ASSURANCE AGENCY, INC. COLUMBIA DEEP WATER SERVICES COMPANY 12355 Sunrise Valley Drive Suite 300 Reston, VA 20191-3420 COLUMBIA ELECTRIC CORPORATION TRISTAR CAPITAL 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 GEORGETOWN GENERAL CORPORATION TRISTAR GEORGETOWN LIMITED CORPORATION TRISTAR FUEL CELLS CORPORATION TVC NINE CORPORATION TVC TEN CORPORATION TRISTAR SYSTEM, INC. 205 Van Buren 2 Herndon, VA 22070 COLUMBIA NATURAL RESOURCES, INC. ALAMCO, INC. ALAMCO - DELAWARE, INC. HAWG HAULING & DISPOSAL, INC. COLUMBIA NATURAL RESOURCES CANADA, LTD. 900 Pennsylvania Avenue Charleston, WV 25302 COLUMBIA GAS TRANSMISSION CORPORATION 12801 Fair Lakes Parkway Fairfax, VA 22030-0146 COLUMBIA GULF TRANSMISSION COMPANY 2603 Augusta, Suite 125 Houston, TX 77057 COLUMBIA NETWORK SERVICES CORPORATION CNS MICROWAVE, INC. 1600 Dublin Road Columbus, OH 43215-1082 COLUMBIA PROPANE CORPORATION 9200 Arboretum Parkway, Suite 140 Richmond, VA 23236 COLUMBIA GAS OF KENTUCKY, INC. COLUMBIA GAS OF OHIO, INC. COLUMBIA GAS OF MARYLAND, INC. COLUMBIA GAS OF PENNSYLVANIA, INC. COLUMBIA GAS OF VIRGINIA, INC. 200 Civic Center Drive Columbus, OH 43215 ------------------------------------------------------------------- (Names of company or companies filing this statement and addresses of principal executive offices) COLUMBIA ENERGY GROUP ------------------------------------------------------------------- (Name of top registered holding company parent of each applicant or declarant) 3 J. W. Trost, Vice President COLUMBIA ENERGY GROUP SERVICE CORPORATION 12355 Sunrise Valley Drive Suite 300 Reston, VA 20191-3420 ----------------------------------------- (Name and address of agent for service) Names and Addresses of Subsidiary Company Agents for Service: M. A. CHANDLER, Vice President and Chief Financial Officer Columbia Natural Resources, Inc. Alamco, Inc. Alamco-Delaware, Inc. Hawg Hauling & Disposal, Inc. Columbia Natural Resources Canada, Ltd. 900 Pennsylvania Avenue Charleston, WV 25302 D. P. DETAR, Treasurer Columbia Electric 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 Georgetown Limited Corporation TriStar Georgetown General Corporation TriStar Fuel Cells Corporation TVC Nine Corporation TVC Ten Corporation TriStar System, Inc. 205 Van Buren Herndon, VA 22070 S. T. MACQUEEN, Treasurer Columbia LNG Corporation 12355 Sunrise Valley Drive, Suite 300 Reston, VA 20191-3420 4 J. W. TROST, Vice President Columbia Energy Group Service Corporation Columbia Energy Marketing Corporation Columbia Assurance Agency, Inc. 12355 Sunrise Valley Drive, Suite 300 Reston, VA 20191-3420 P. R. ALDRIDGE, President Columbia Deep Water Services Company 12355 Sunrise Valley Drive, Suite 300 Reston, VA 20191-3420 J. W. GROSSMAN, Treasurer Columbia Atlantic Trading Corporation TriStar Capital Corporation 12355 Sunrise Valley Drive, Suite 300 Reston, VA 20191-3420 S. M. NORDIN, Treasurer Columbia Propane Corporation 9200 Arboretum Parkway, Ste 140 Richmond, VA 23236 G. A. BARNARD, Treasurer and Controller Columbia Gas Transmission Corporation Columbia Gulf Transmission Company 1700 MacCorkle Avenue, S.E. Charleston, WV 25314 D. FURLANO, Treasurer Columbia Network Services Corporation CNS Microwave, Inc. 1600 Dublin Road Columbus, OH 43215-1082 E. D. HARVEY, JR., Assistant Treasurer Columbia Energy Services Corporation Columbia Power Marketing Corporation 12355 Sunrise Valley Drive, Suite 300 Reston, VA 20191-3420 S. J. HARVEY, Treasurer Energy.com Corporation 205 Van Buren Street, Suite 120 Herndon, VA 20170-5336 5 K. BRIGGS, Assistant Controller Columbia Service Partners, Inc. 1600 Dublin Road Columbus, OH 43215-1082 A. J. SONDERMAN, Corporate Secretary Columbia Gas of Kentucky, Inc. Columbia Gas of Ohio, Inc. Columbia Gas of Maryland, Inc. Columbia Gas of Pennsylvania, Inc. Columbia Gas of Virginia, Inc. 200 Civic Center Drive Columbus, OH 43215 - ------------------------------------------------------------------------------ (Names and Addresses of Other Agents for Service) 6 Item 1. Description of Proposed Transaction On December 23, 1996, the Commission issued an order (the "Omnibus Financing Order") to Columbia Energy Group(1) ("Columbia") that among other things granted authorization to continue the operation of the Money Pool (as defined in the original Application-Declaration) through December 31, 2001 (HCAR No. 35-26634; 70-8925). Columbia requested that the Commission reserve jurisdiction for Money Pool participation by new direct or indirect subsidiaries engaged in new lines of business that were not included as part of the original Application-Declaration. On December 22, 1997, the Commission issued an order granting authorization to continue the operation of the Money Pool through December 31, 2003 (HCAR No. 35-26798; 70-9129). All borrowings through the Money Pool will be subject to the terms and conditions imposed on Money Pool transactions under the Omnibus Financing Order. On January 7, 1998, Columbia formed a Delaware corporation under the name of Columbia Deep Water Services Company ("Deep Water"). Deep Water was formed pursuant to Rule 58(b)(2)(i) promulgated under the Public Utility Holding Company Act of 1935. Deep Water is a wholly-owned subsidiary of TriStar Capital Corporation ("TriStar Capital"), which is a direct subsidiary of Columbia. Deep Water was formed to develop, and potentially acquire, non-FERC jurisdictional pipeline projects and pipeline capacity, and associated products and services. Such developments or acquisitions may be part of a joint venture with affiliated or non-affiliated entities. Deep Water will offer such pipeline projects and pipeline capacity and associated products and services to producers, pipelines and other interested parties. When Deep Water generates cash in excess of its immediate cash requirements, such temporary cash may, at Deep Water's option, be invested in the Money Pool. Deep Water may, from time to time, require short-term funds to meet normal working capital requirements. It is proposed that Deep Water would borrow such short-term funds from Columbia(2) or from the Money Pool. Such loans to Deep Water through the Money Pool will be made pursuant to a short-term grid note, consistent with the Omnibus Financing Order, as supplemented by the December 22, 1997 order. The cost of money on all short-term advances and the investment rate for moneys invested in the Money Pool will be the interest rate per annum equal to the Money Pool's weighted average short-term investment rate and/or Columbia's short-term borrowing rate. Should there be no Money Pool investments or Columbia borrowings, the cost of money will be the prior month's average - ---------------------- 1 Formerly named The Columbia Gas System, Inc. 2 Deep Water will rely on Rule 52 for any borrowings from Columbia outside of the Money Pool. 1 7 Federal Funds rate as published in the Federal Reserve Statistical Release, Publication H.15 (519). A default rate equal to 2% per annum above the pre-default rate on unpaid principal amounts will be assessed if any interest or principal payment becomes past due. Columbia hereby requests that the Commission issue a supplemental order under this Application-Declaration, as amended, authorizing Deep Water to participate in the Money Pool. Item 2. Fees, Commission and Expenses. (a) State (i) 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, and (ii) if the proposed transaction involves the sale of securities at competitive bidding, the fees and expenses to be paid to counsel selected by the applicant or declarant to act for the successful bidder. Services of Columbia Energy Group Service Corporation in connection with the preparation of this Post-Effective Amendment to the Application-Declaration ...................... $1,000 (b) If any person to whom fees or commissions have been or are to be paid in connection with the proposed transaction is an associate company or an affiliate of the applicant or declarant, or is an affiliate of an associate company, set forth the facts with respect thereto. Columbia Energy Group Service Corporation will perform certain services at cost, as set forth in Item 2(a) above. Item 3. Applicable Statutory Provisions (a) State the section of the Act and the rules thereunder believed to be applicable to the proposed transaction. If any section or rule would be applicable in the absence of a specific exemption, state the basis of exemption. Sections 6(a), 7 and 12 and Rules 43 and 45(a) are applicable to the participation by Deep Water in the Money Pool. (b) If an applicant is not a registered holding company or a subsidiary thereof, state the name of each public utility company of which it is an affiliate, or of which it will become an affiliate as a result of the proposed transaction, and the reasons why it is or will become such an affiliate. Not applicable. 2 8 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 on or before April 1, 1998. (b) State (i) whether there should be a recommended decision by a hearing officer, (ii) whether there should be a recommended decision by any other responsible officer of the Commission, (iii) whether the Division of Investment Management may assist in the preparation of the Commission's decision, and (iv) whether there should be a 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective. Applicants hereby (i) waive a recommended decision by a hearing officer, (ii) waive a recommended decision by any other responsible officer or the Commission, (iii) consent that the Division of Investment Management may assist in the preparation of the Commission's decision, and (iv) waive a 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective. Item 6. Exhibits and Financial Statements (a) Exhibits Opinion of Counsel (to be filed by Post-Effective Amendment). (b) Financial Statements Financial statements are not provided since pro-forma statements would have no relevance to the authorization requested in this Post-Effective Amendment. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective 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. COLUMBIA ENERGY GROUP DATE: February 24, 1998 by: /s/ M. W. O'Donnell ------------------------ M. W. O'Donnell, Senior Vice President & Chief Financial Officer 3 9 COLUMBIA NATURAL RESOURCES, INC. ALAMCO, INC. ALAMCO-DELAWARE, INC. HAWG HAULING & DISPOSAL, INC. COLUMBIA NATURAL RESOURCES CANADA, LTD. DATE: February 24, 1998 by: /s/ M. A. Chandler ---------------------- M. A. Chandler, Vice President and Chief Financial Officer COLUMBIA DEEP WATER SERVICES COMPANY DATE: February 24, 1998 by: /s/ P. R. Aldridge ---------------------- P. R. Aldridge, President COLUMBIA GAS OF KENTUCKY, INC. COLUMBIA GAS OF OHIO, INC. COLUMBIA GAS OF MARYLAND, INC. COLUMBIA GAS OF PENNSYLVANIA, INC. COLUMBIA GAS OF VIRGINIA, INC. COLUMBIA NETWORK SERVICES CORPORATION CNS MICROWAVE, INC. COLUMBIA GULF TRANSMISSION COMPANY COLUMBIA GAS TRANSMISSION CORPORATION COLUMBIA PROPANE CORPORATION COLUMBIA ENERGY GROUP SERVICE CORPORATION COLUMBIA LNG CORPORATION COLUMBIA ATLANTIC TRADING CORPORATION COLUMBIA ENERGY SERVICES CORPORATION COLUMBIA POWER MARKETING CORPORATION COLUMBIA ENERGY MARKETING CORPORATION ENERGY.COM CORPORATION COLUMBIA SERVICE PARTNERS, INC. COLUMBIA ASSURANCE AGENCY, INC. TRISTAR CAPITAL CORPORATION COLUMBIA ELECTRIC 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 GEORGETOWN GENERAL CORPORATION TRISTAR GEORGETOWN LIMITED CORPORATION 4 10 TRISTAR FUEL CELLS CORPORATION TVC NINE CORPORATION TVC TEN CORPORATION TRISTAR SYSTEM, INC. DATE: February 24, 1998 by: /s/ J. W. Trost -------------------------- J. W. Trost, Vice President 5 -----END PRIVACY-ENHANCED MESSAGE-----