[Federal Register Volume 60, Number 27 (Thursday, February 9, 1995)]
[Notices]
[Pages 7808-7810]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-3282]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26228]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

February 3, 1995.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by February 27, 1995, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

The Columbia Gas System, Inc., et al.

    The Columbia Gas System, Inc. (``Columbia''), a registered holding 
company, and its nonutility subsidiary company, Columbia LNG 
Corporation (``Columbia LNG''), both of 20 Montchanin Road, Wilmington, 
Delaware 19807, have filed a post-effective amendment to their 
application-declaration previously filed under sections 6(a), 7, 9(a), 
10, 12(b) and [[Page 7809]] 12(c) of the Act and Rules 42, 43, 45, 46 
and 51 thereunder.
    By Commission order dated February 25, 1994 (HCAR 25993), Columbia 
and Columbia LNG were authorized through December 31, 1994 to proceed 
with a recpitalization of Columbia LNG to establish a 100% equity 
capital structure. To effect this recapitalization, Columbia and 
Columbia LNG were authorized to have Columbia make a capital 
contribution to Columbia LNG of up to $52.0 million, consisting of 
$48.1 million of installment promissory notes and short-term debt and 
up to $3.9 million of accrued interest to the effective date of the 
recapitalization, which was estimated to be mid-1994.
    On December 21, 1994, Columbia and Columbia LNG proceeded with the 
recapitalization by having Columbia make a capital contribution of 
$52.0 million as described above. However, because the recapitalization 
was undertaken later than expected due to delays at the Federal Energy 
Regulatory Commission in receiving satisfactory certificates 
authorizing Columbia LNG's new business plan, the amount of accrued 
interest to the effective date of the recapitalization exceeded the 
$3.9 million authorized by $875,758.
    Columbia and Columbia LNG state that the intent of the application-
declaration originally filed with the Commission was to obtain 
authorization to contribute all of the outstanding debt and accrued 
interest so as to establish a 100% equity capital structure for 
Columbia LNG. Columbia now proposes to make an additional capital 
contribution to Columbia LNG which would consist of the remaining 
accrued interest.

Columbia Gas System, Inc., et al. (70-8471)

    Columbia Gas System, Inc. (``Columbia''), a registered holding 
company, seventeen wholly-owned distribution, transmission, exploration 
and development, and other subsidiary companies,\1\ all of which are 
engaged in the natural gas business, and twelve subsidiary companies of 
TriStar Ventures (``TriStar Ventures Subsidiaries''),\2\ have filed a 
post-effective amendment under Sections 6, 7, 9(a), 10, 12(b), 12(c), 
and 12(f) of the Act and Rules 42, 43, 45, and 46 thereunder.

    \1\Columbia Gas of Pennsylvania, Inc. (``Columbia 
Pennsylvania''), 200 Civic Center Drive, Columbus, Ohio 43215; 
Columbia Gas of Ohio, Inc. (``Columbia Ohio''), 200 Civic Center 
Drive, Columbus, Ohio 43215; Columbia Gas of Maryland, Inc. 
(``Columbia Maryland''), 200 Civic Center Drive, Columbus, Ohio 
43215; Columbia Gas of Kentucky, Inc. (``Columbia Kentucky''), 200 
Civic Center Drive, Columbus, Ohio 43215; Commonwealth Gas Services, 
Inc. (``Commonwealth Services''), 200 Civic Center Drive, Columbus, 
Ohio 43215; Columbia Gulf Transmission Co. (``Columbia Gulf''), 1700 
MacCorkle Avenue, S.E., Charleston, West Virginia 25314; Columbia 
Gas Development Corp. (``Columbia Development''), One Riverway, 
Houston, Texas 77056; Columbia Natural Resources, Inc. (``Columbia 
Resources''), 900 Pennsylvania Avenue, Charleston, West Virginia 
25302; Columbia Coal Gasification Corp. (``Columbia Coal''), 900 
Pennsylvania Avenue, Charleston, West Virginia 25302; Columbia 
Energy Services Corp. (``Columbia Services''), 2581 Washington Road, 
Upper Saint Clair, Pennsylvania 15241; Columbia Gas System Service 
Corp. (``Service Corporation''), 20 Monchanin Road, Wilmington, 
Delaware 19807; Columbia Propane Corp. (``Columbia Propane''), 800 
Moorefield Park Drive, Richmond, Virginia 23236; Commonwealth 
Propane, Inc. (``Commonwealth Propane''), 800 Moorefield Park Drive, 
Richmond, Virginia 23236; TriStar Ventures Corp. (``TriStar 
Ventures''), 20 Monchanin Road, Wilmington, Delaware 19807; TriStar 
Capital Corp. (``TriStar Capital''), 20 Monchanin Road, Wilmington, 
Delaware 19807; Columbia Atlantic Trading Corp. (``Columbia 
Atlantic''), 20 Monchanin Road, Wilmington, Delaware 19807; and 
Columbia LNG Corp. (``Columbia LNG''), 20 Monchanin Road, 
Wilmington, Delaware 19807.
    \2\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, and TVC Ten Corporation, all of 20 Monchanin Road, 
Wilmington, Delaware 19807.
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    By order dated December 22, 1994 (HCAR No. 26201) (``Order''), 
Columbia, and fourteen of the subsidiary companies 
(``Subsidiaries''),\3\ were authorized to recapitalize Columbia Gulf, 
Columbia Development, and Columbia Coal, to implement the 1995 and 1996 
Long-Term and Short-Term Financing Programs of the Subsidiaries, and to 
continue the Intrasystem Money Pool (``Money Pool'') through 1996.

    \3\Columbia Pennsylvania, Columbia Ohio, Columbia Maryland, 
Columbia Kentucky, Commonwealth Services, Columbia Gulf, Columbia 
Development, Columbia Resources, Columbia Coal, Service Corporation, 
Columbia Propane, Commonwealth Propane, TriStar Capital, and 
Columbia Atlantic.
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    The applicants now seek Commission authorization for the twelve 
TriStar Ventures Subsidiaries to invest in, but not to borrow from, the 
Money Pool.
    The Order provided that sources of funds for the Subsidiaries will 
include their internal cash flow and Money Pool borrowings. The Order 
stated that no external sources are projected to be needed to fund 
their 1995 and 1996 financing programs while Columbia remains in 
bankruptcy.
    The Order contemplated that the Subsidiaries finance part of their 
capital expenditure programs with funds generated from internal sources 
and through short-term borrowings from the Money Pool, to the extent 
Columbia subsidiaries have temporary excess funds. The Order authorized 
the Subsidiaries to borrow short-term funds from the Money Pool in 
amounts specified therein.
    Under the Order, advances from the Money Pool will be limited to a 
maximum amount outstanding at any one time from January 1, 1995 through 
December 31, 1996. The Order authorized the Money Pool to be continued 
through December 31, 1996. It provided for all short-term borrowing to 
be through the Money Pool, with the Service Corporation as agent. It 
stipulated that Columbia may invest in the Money Pool but will not 
borrow from the Money Pool.
    The Order contemplated that when Columbia and the subsidiaries 
generate cash in excess of their immediate cash requirements, such 
temporary excess cash may be invested in the Money Pool. Columbia and 
investing subsidiaries would be investors (``Investors'') pursuant to a 
Money Pool evidence of a deposit. Loans to the Subsidiaries 
(``Borrowers'') through the Money Pool will be made pursuant to a 
short-term grid note. Such short-term grid notes will be due upon 
demand by the Investors but not later than April 30, 1997. The loans 
will be allocated to the Investors based on the proportion of their 
relative investment in the Money Pool.
    The Order also contemplated that the cost of money on all short-
term advances from, and the investment rate for funds invested in, the 
Money Pool will be the interest rate per annum equal to its weighted 
average short-term investment rate. Should there be no Money Pool 
investments, the cost of money will be the average Federal Funds rate 
for the prior month published in the Federal Reserve Statistical 
Release. A default rate equal to 2% per annum above the pre-default 
rate on unpaid principal or interest amounts will be assessed if any 
interest or principal payment becomes past due.

The Southern Company, et al. (70-8563)

    The Southern Company (``Southern''), a registered holding company, 
and The Southern Development and Investment Group, Inc. 
(``Development''), wholly owned nonutility subsidiary of Southern, both 
of 64 Perimeter Center East, Atlanta, Georgia 30346, have filed an 
application-declaration under sections 9(a), 10 and 12(b) of the Act 
and rules 45 and 54 thereunder.
    Development proposes to invest up to $5 million from time to time 
through December 31, 2002 to acquire an interest as a limited partner 
in EnviroTech Investment Fund I Limited Partnership, [[Page 7810]] a 
Delaware partnership (``EnviroTech Partnership''). The interest to be 
acquired by Development will represent not more than 9.9% of the 
interests of all limited partners of the EnviroTech Partnership. The 
sole general partner of the EnviroTech Partnership (``General 
Partner'') will be Advent International Limited Partnership, a Delaware 
limited partnership, of which Advent International Corporation 
(``AIC'') is the general partner. AIC is a venture capital investment 
firm.
    In addition, Southern proposes to provide the funds needed by 
Development in order to acquire the interests in the EnviroTech 
Partnership. Such funds will be advanced to Development as cash capital 
contributions as and when contributions by the limited partners are 
called by the General Partner in accordance with the terms of the 
partnership agreement.
    A key objective of the EnviroTech Partnership is to make 
investments in companies (each a ``Portfolio Company'') that will 
contribute to the reduction, avoidance or sequestering of greenhouse 
gas emissions; help utilities and their customers handle waste by-
products more effectively or produce or manufacture goods or services 
more cost effectively; improve the efficiency of the production, 
storage, transmission, and delivery of energy; and provide investors 
with attractive opportunities relating to the evolving utility business 
climate which meet the above objectives.
    In selecting suitable investments, the EnviroTech Partnership will 
focus on the following technology sectors, among others: Alternate and 
renewable energy technologies; environmental and waste treatment 
technologies and services; energy efficiency technologies, processes 
and services; electrotechnologies used in the reduction of medical 
waste; technologies and processes promoting alternative energy for 
transportation; and other technologies related to improving the 
generation, transmission and delivery of electricity.
    The term of the EnviroTech Partnership is 10 years from the date of 
the partnership agreement, subject to extension for up to two years 
upon agreement of the General Partner and limited partners holding 
66\2/3\ percent of the combined capital contributions of all limited 
partners. Subject to certain limitations set forth in the partnership 
agreement, the management, operation, and implementation of policy of 
the EnviroTech Partnership will be vested exclusively in the General 
Partner. Among other powers, the General Partner will have discretion 
to invest the partnership's funds in accordance with investment 
guidelines. The investment guidelines may be amended or modified only 
upon the affirmative vote of limited partners representing at least 75% 
of the commitments of all limited partners.
    Under the terms of the partnership agreement the General Partner 
will be paid an annual management fee equal to 2\1/2\ percent of the 
total amount of the capital commitments of the partners through the 
first six years, thereafter declining by \1/4\ of 1% on each 
anniversary to 1.5% commencing on the ninth anniversary date. In 
addition, the General Partner shall be entitled to reimbursement for 
all reasonable expenses incurred in the organization of the EnviroTech 
Partnership up to $195,000, and for other third party expenses incurred 
on behalf of the EnviroTech Partnership.
    All EnviroTech Partnership income and losses (including income and 
losses deemed to have been realized when securities are distributed in 
kind) will generally be allocated 80% to and among the limited partners 
and 20% to the General Partner. All cash distributions to the partners 
shall be made first to the limited partners until such time as the 
limited partners shall have received aggregate distributions equal to 
the aggregate of their respective capital contributions, and thereafter 
20% to the General Partner and 80% to the limited partners. 
Distributions in kind of the securities of Portfolio Companies that are 
listed on or otherwise traded in a recognized over-the-counter or 
unlisted securities market may be made at the option of the General 
Partner.
    The partnership agreement also provides that in the event it is 
likely that an investment by the EnviroTech Partnership would cause a 
limited partner (``Conflicted Partner'') to violate, among other 
things, any law or regulation, under certain circumstances other 
limited partners (each, a ``Purchasing Partner'') may purchase from the 
Conflicted Partner a proportionate interest in such an investment by 
delivering to the Conflicted Partner a note in the principal amount of 
the Conflicted Partner's capital contributions attributable to the 
portion of such interest in the investment being purchased. Such note 
will be non-recourse to the Purchasing Partner and will bear interest 
at a rate equal to 200 basis points over comparable U.S. Treasury 
obligations having a five year maturity, such interest and principal 
being payable only to the extent that the Purchasing Partner receives 
distributions or payments attributable to the interest purchased.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-3282 Filed 2-8-95; 8:45 am]
BILLING CODE 8010-01-M