[Federal Register Volume 60, Number 125 (Thursday, June 29, 1995)]
[Notices]
[Pages 33889-33893]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-16051]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26318]


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

June 23, 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 July 17, 1995, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 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, 

[[Page 33890]]
may be granted and/or permitted to become effective.

The Columbia Gas System, Inc. (70-8627)

    The Columbia Gas System, Inc. (``Columbia''), 20 Montchanin Road, 
Wilmington, Delaware 19807, a registered holding company, has filed an 
application-declaration under sections 6, 7, 9, 10, 11(f), 11(g), 
12(b), 12(c) and 12(e) of the Act and rules 42, 43, 45, 62 and 65 
thereunder. The application-declaration includes (i) an amended plan of 
reorganization and disclosure statement for Columbia (the ``Columbia 
Plan'' and ``Columbia Disclosure Statement,'' respectively) and (ii) an 
amended plan of reorganization and disclosure statement for Columbia 
Gas Transmission Corporation (``Columbia Transmission''), a wholly-
owned nonutility subsidiary of Columbia (the ``TCO Plan'' and ``TCO 
Disclosure Statement,'' respectively).\1\ The Plans and their 
respective disclosure statements were filed on June 14, 1995 with the 
United States Bankruptcy Court for the District of Delaware 
(``Bankruptcy Court'') pursuant to the provisions of Chapter 11 of the 
United States Bankruptcy Code (``Bankruptcy Code'').

    \1\ The Columbia Plan and the TCO Plan are collectively referred 
to herein as the ``Plans.'' Columbia and Columbia Transmission are 
sometimes collectively referred to herein as the ``Debtors.''
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    Columbia proposes that the Commission issue (i) an order pursuant 
to section 11(f) of the Act approving the Columbia Plan and certain 
related transactions under the TCO Plan \2\ and (ii) a report on the 
Columbia Plan pursuant to section 11(g) that may accompany a 
solicitation of creditors and any other interest holders for approval 
of the Columbia Plan in Columbia's bankruptcy proceedings.\3\

    \2\ Section 11(f) provides, in relevant part, that ``a 
reorganization plan for a registered holding company . . . shall not 
become effective unless such plan shall have been approved by the 
Commission after opportunity for hearing prior to its submission to 
the Court.''
    \3\ Section 11(g)(2) of the Act provides, in relevant part, that 
any solicitation for consents to our authorization of any 
reorganization plan of a registered holding company or any 
subsidiary company thereof shall be ``accompanied or preceded by a 
copy of a report on the plan which shall be made by the Commission 
after an opportunity for a hearing on the plan and other plans 
submitted to it, or by an abstract of such report made or approved 
by the Commission.''
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    Columbia and Columbia Transmission filed voluntary petitions in the 
Bankruptcy Court for protection under Chapter 11 of the Bankruptcy Code 
on July 31, 1991 (``Petition Date''). Since that time, the Debtors have 
continued to manage their respective businesses and to possess their 
respective properties as debtors-in-possession pursuant to sections 
1107 and 1108 of the Bankruptcy Code. The Commission has filed a notice 
of appearance under section 1109 of the Bankruptcy Code in each 
Debtor's bankruptcy proceeding. Except for the appointment of a fee 
examiner to review the reasonableness of fees and expenses incurred by 
certain professionals involved in each of the Debtors' cases, no 
trustee or examiner has been appointed by the Bankruptcy Court.
    Columbia seeks to retain ownership of Columbia Transmission as a 
wholly-owned subsidiary, to recapitalize Columbia Transmission and to 
fund payments to Columbia Transmission's creditors pursuant to the 
provisions of the TCO Plan. The Debtors contemplate concurrent 
implementation of the Columbia Plan and the TCO Plan.
    Certain transactions contemplated by the Columbia Plan and 
Columbia's sponsorship of the TCO Plan require Commission 
authorization. The proposed issuance by Columbia Transmission of 
securities pursuant to the TCO Plan, however, is exempt from the Act 
under rule 49(c). The jurisdictional aspects of the Plans are 
summarized below.
I. The Columbia Plan

A. Overview

    As described in the Columbia Disclosure Statement, the Columbia 
Plan is intended to provide for payment of substantially all liquidated 
allowed claims of Columbia's creditors on the Plan's effective date 
(``Effective Date'').\4\ Holders of claims for borrowed money generally 
will receive a combination of (i) cash, to the extent available (as 
determined by Columbia), (ii) new debentures of Columbia (``New 
Indenture Securities''), to be issued under a new form of indenture 
(the ``New Indenture''), and (iii) equity securities of Columbia. The 
equity securities proposed under the Columbia Plan will be preferred 
stock (``Preferred Stock'') and Dividend Enhanced Convertible Stock 
(``DECS''). Under certain circumstances provided in the Columbia Plan, 
Columbia may redeem the Preferred Stock and DECS for cash.

    \4\ Both the Columbia Plan and the TCO Plan assume that the 
Effective Date will occur by December 31, 1995 for purposes of 
financial projections. The Plans allow for the Effective Date to 
occur as late as June 28, 1996.
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    Under the Columbia Plan, Columbia proposes to issue up to an 
aggregate of $3.65 billion in new securities, consisting of up to $3.25 
billion in debt and up to $400 million in equity. With respect to the 
debt, Columbia requests authority to issue up to $3 billion of New 
Indenture Securities, but contemplates issuing up to $2.1 billion of 
New Indenture Securities and entering into bank credit facilities 
(``Bank Facilities'') aggregating up to $1.15 billion. Columbia also 
proposes that if cash available from the Bank Facilities or operations 
is reduced from currently projected levels, the principal amount of New 
Indenture Securities to be issued pursuant to the Columbia Plan would 
be proportionately increased, provided that the aggregate of the debt 
to be issued thereunder would not exceed $3.25 billion. With respect to 
equity, Columbia proposes to issue up to $200 million in aggregate 
value each of the Preferred Stock and DECS.
    Columbia also proposes to repurchase and possibly reissue common 
stock of Columbia (``Common Stock'') in connection with the termination 
of the leveraged employee stock ownership feature (the ``LESOP'') of 
the Employees' Thrift Plan of Columbia Gas System (``Thrift Plan''). 
Further, if allowed claims of certain Columbia Transmission creditors 
exceed the values estimated under the TCO Plan, Columbia proposes to 
issue Common Stock to fund distributions pursuant to the TCO Plan. In 
addition, the Columbia Plan gives Columbia the flexibility to, under 
certain conditions, offer Common Stock with respect to claims relating 
to litigation against Columbia, certain of its current and former 
directors and officers, and other non-debtor defendants currently 
pending before the United States District Court for the District of 
Delaware (the ``Securities Action'').
    Finally, holders of the Common Stock (``Stockholders'') will retain 
their equity interests in Columbia pursuant to the Columbia Plan and 
are asked to approve certain amendments to Columbia's certificate of 
incorporation.

B. New Indenture Securities

    The New Indenture Securities will be general, unsecured senior 
obligations of Columbia. They will be issued in seven series with 
maturities of approximately five, seven, ten, twelve, fifteen, twenty 
and thirty years, respectively. Each New Indenture Security will bear 
interest from the Effective Date (or from the most recent interest 
payment date to which interest has been paid), which will be payable 
semi-annually. The interest rates for each series of new Indenture 
Securities will be based on market rates for comparable securities. It 
is expected that the interest rate on any series of New Indenture 
Securities will 

[[Page 33891]]
not exceed 10 percent per annum. The principal amounts of each series 
of New Indenture Securities will be payable on their respective 
maturity dates. Certain series of New Indenture Securities may be 
redeemable at a premium at the option of Columbia.
    The application-declaration states that the proposed New Indenture, 
pursuant to which the New Indenture Securities will be issued, will 
contain customary affirmative covenants and limitations consistent with 
market practice for similarly rated companies. The New Indenture also 
contains limitations on the ability of Columbia's significant 
subsidiaries to incur long-term debt with or issue preferred stock to 
third parties and a negative pledge with respect to Columbia, subject 
to specified exceptions.

C. Preferred Stock

    The Preferred Stock proposed under the Columbia Plan will have a 
liquidation value of $25 per share and, as to dividend and liquidation 
rights, will rank equally with the DECS but prior to the Common Stock. 
Holders of Preferred Stock will be entitled to receive, when, as and if 
declared by Columbia's board of directors, cumulative preferential cash 
dividends accruing from the Effective Date at a rate per share that is 
to be determined in accordance with a pricing formula. It is currently 
expected that the dividend rate for Preferred Stock will not exceed 11 
percent per annum. Columbia may, at its option, redeem the Preferred 
Stock in whole or in part on or prior to the 120th day following the 
Effective Date, so long as at least $50 million of preferred stock or 
none remain outstanding or if all Preferred Stock is to be redeemed no 
DECS are outstanding. If the Preferred Stock is not so redeemed, the 
dividend rate will be reset and increased by 100 basis points per share 
per year effective as of the 120th day after the Effective Date. 
Columbia may also redeem the Preferred Stock in whole or in part on or 
after the fifth anniversary of the Effective Date. Upon any such 
redemption by Columbia, a holder of Preferred Stock will receive, in 
exchange for each share so redeemed, cash in an amount equal to the sum 
of the liquidation value thereof and all accrued and unpaid dividends 
thereon to the date fixed for redemption.
    The holders of Preferred Stock shall not have voting rights except 
as required by law and as follows: (i) if dividends on the Preferred 
Stock are in arrears and unpaid for six quarterly dividend periods, the 
holders of the Preferred Stock will be entitled to vote, on the basis 
of one vote for each share, for the election of two directors of 
Columbia, such directors to be in addition to the number of directors 
constituting the board of directors immediately prior to the accrual of 
such right; and (ii) the holders of Preferred Stock will have voting 
rights with respect to certain modifications of Columbia's certificate 
of incorporation.

D. DECS

    The proposed DECS will be shares of convertible preferred stock of 
Columbia and have dividend, liquidation and voting rights similar to 
the Preferred Stock described above. The dividend rate will be 
determined to make the market value of the DECS comparable to the 
market value of the Common Stock and the liquidation value will be 
based on the market value of the Common Stock as of a specified date. 
It is currently expected that the dividend rate on the DECS will not 
exceed 11 percent per annum. The DECS will be mandatorily convertible 
into Common Stock. Columbia will have the right on or prior to the 
120th day after the Effective Date to redeem the DECS, so long as at 
least $50 million DECS or none remain outstanding. If Columbia fails to 
redeem the DECS, the dividend rate will increase by 100 basis points 
per share per year effective as of the 120th day after the Effective 
Date.
    Until the fifth anniversary of the Effective Date (the ``Mandatory 
Conversion Date''), a holder of DECS may, at its option, convert its 
DECS into shares of Common Stock at the applicable conversion rate. On 
or after the fourth anniversary of the Effective Date or the month 
before the fifth anniversary after the Effective Date (as determined by 
Columbia prior to the Effective Date) and prior to the Mandatory 
Conversion Date, Columbia may redeem the outstanding DECS in whole or 
in part. Upon any such redemption by Columbia, each holder of DECS will 
receive, in exchange for each redeemed share, a certain number of 
shares of Common Stock equal to the call price of the DECS in effect on 
the date of redemption divided by the current market price of Common 
Stock on the trading day prior to the public announcement of Columbia's 
call for redemption. If the DECS have not already been converted by the 
holder or redeemed by Columbia, as described above, then all the 
outstanding DECS will convert automatically on the Mandatory Conversion 
Date into shares of Common Stock at the applicable conversion rate in 
effect on such date. The Columbia Plan proposes that the conversion 
rate initially will be subject to adjustment.

E. Bank Facilities

    Columbia proposes to enter into the Bank Facilities on or before 
the Effective Date. Columbia states in its Application-Declaration that 
it will seek to arrange a senior unsecured term credit facility (``Term 
Facility'') and one or more senior unsecured revolving credit 
facilities (collectively, the ``Revolving Facility'') in an aggregate 
principal amount of up to $1.15 billion. The facilities may be combined 
in a single facility.
    The Term Facility would be used to fund payments to Columbia's 
creditors pursuant to the Columbia Plan, obligations of Columbia 
Transmission pursuant to the TCO Plan and for general corporate 
purposes. It is anticipated that the initial term of the Term Facility 
will be two years. Interest rates on borrowings under the Term Facility 
will be, depending on the nature of the borrowing, the prime rate or 
the applicable LIBOR rate plus no more than .75% or the applicable 
certificate of deposit rate plus no more than .875%. Amounts borrowed 
under the Term Facility will be senior unsecured debt of Columbia.
    It is contemplated that the Revolving Facility will be used to 
provide working capital for Columbia and its subsidiaries. It is 
anticipated that the initial term of the Revolving Facility will not 
exceed five years. Up to $100 million of the Revolving Facility is 
expected to be used solely for letters of credit to be issued for the 
account of Columbia (a portion of which may be denominated in Canadian 
dollars) in the ordinary course of its business.
    Interest rates on borrowings under the Revolving Facility will be, 
depending on the nature of the borrowing, the prime rate or specified 
margins over the applicable LIBOR rate or applicable certificate of 
deposit rate on the same or similar margin and maturity terms as the 
Term Facility. Amounts borrowed under the Revolving Facility will be 
senior unsecured debt of Columbia. The specific terms of the Revolving 
Facility, including, without limitation, interest rates, repayment 
terms, conditions to borrowings, representations and warranties, 
covenants and events of default will be negotiated by Columbia and 
prospective providers of the Revolving Facility.
F. Disposition of LESOP Shares

    Columbia established the LESOP in 1990 to pre-fund, on a tax-
advantaged basis, a portion of the employer-matching obligation under 
the terms of 

[[Page 33892]]
the Thrift Plan. The Columbia Plan proposes that the LESOP will be 
terminated on the Effective Date in accordance with the provisions of 
the LESOP trust and that Columbia will concurrently repurchase the 
Common Stock currently held by the LESOP trust (the ``LESOP Shares''). 
It is Columbia's intention to initially hold the LESOP Shares in 
treasury and later reissue or otherwise utilize them for one of the 
following purposes deemed appropriate by Columbia: (i) selling LESOP 
Shares on the market over time, (ii) funding distributions to Columbia 
Transmission's creditors pursuant to the TCO Guarantee (defined below), 
(iii) using them in connection with funding aproved employee benefit 
programs and/or (iv) funding the settlement of the Securities Action 
pursuant to the Columbia Plan.

G. Public Offering of Additional Columbia Equity

    If Columbia elects to redeem the Preferred Stock and DECS on or 
prior to the 120th day after the Effective Date and elects to fund such 
redemption through the issuance and sale of up to 16 million shares of 
Common Stock or preferred stock, authorization is requested for the 
issuance of such securities subject to a reservation of jurisdiction 
over the terms of any such issuance and sale of Common Stock and 
preferred stock.

H. Potential Offering of Columbia Securities in Connection with 
Settlement of Securities Action

    The Columbia Plan proposes the payment by Columbia and other non-
debtor defendants of up to $18 million to settle the claims in 
connection with the Securities Action. Under the Columbia Plan, 
Columbia has the option to increase this settlemtn amount if, based on 
the filing of supplemental proofs of claim or questionnaires, as 
authorized by the Bankruptcy Court, it is insufficient to meet the 
range of recoveries provided for in the Columbia Plan. In that event, 
the Columbia Plan provides that Columbia may elect to pay its portion 
of the settlement amount exceeding $18 million in the form of Common 
Stock or may withdraw its settlement offer and elect to pay securities 
claims, when and if allowed by the Bankruptcy Court, in Common Stock or 
cash.

I. Restated Certificate of Incorporation

    The Columbia Plan provides that Columbia's certificate of 
incorporation will be amended and restated (the ``Restated Certificate 
of Incorporation'') in accordance with applicable provisions of the 
Delaware General Corporation Law and the Bankruptcy Code. The Restated 
Certificate of Incorporation, as more specifically described in the 
application-declaration, would, among other things, prohibit the 
issuance of non-voting equity securities as required by the Bankruptcy 
Code and increase the number of authorized shares of Preferred Stock 
(some of which may be issued on and after the Effective Date in order 
to effectuate the Columbia Plan as described above).
    The Restated Certificate of Incorporation also includes various 
provisions that are necessary to permit the issuance of Preferred Stock 
and DECS under the Columbia Plan. These provisions differ from the 
similar provisions in the current Certificate of Incorporation in that 
they (i) decrease the par value of Preferred Stock from fifty dollars 
($50) to ten dollars ($10), (ii) delete the restriction on Common Stock 
dividends and amounts of secured debt, (iii) remove and conform 
specific provisions regarding preferred voting rights, dividend rights 
and liquidation rights and (iv) permit the Board of Directors to 
determine the specific rights, powers and preferences of each series of 
Preferred Stock, and the limitations thereon, at the time of issuance.

J. The Columbia Omnibus Settlement Under the TCO Plan
    To facilitate the TCO Plan and in exchange for settlement of the 
litigation challenging Columbia's claims against Columbia Transmission 
and certain transfers made by Columbia Transmission to Columbia and 
another affiliate prior to the Petition Date and retention of its 
ownership of Columbia Transmission, the Columbia Board of Directors 
authorized the ``Columbia Omnibus Settlement'' whereby Columbia will:
    (i) Make a capital infusion into Columbia Transmission of 
approximately $1 billion, said capital contribution to have two 
components: (A) Columbia will agree to a restructuring of Columbia 
Transmission secured debt and the acceptance of $1.5 billion in new 
secured debt in settlement of the $2 billion claim held by Columbia 
under the existing secured debt, resulting in an approximate $500 
million capital contribution of the balance of the claim. (B) Columbia 
will agree to provide cash to Columbia Transmission necessary so that 
the total amount distributable under the TCO Plan equals approximately 
$3.9 billion including the approximate $2 billion of Columbia's secured 
claim referred to above. Columbia Transmission is projecting cash on 
hand totaling approximately $1.4 billion as of December 31, 1995. 
Therefore, the shortfall that Columbia would fund through an additional 
capital contribution would be approximately $500 million, of which 
about $300 million could be met by Columbia's proportionate recovery on 
the Columbia Transmission unsecured debt held by it and recovery by 
another subsidiary on its claims followed by a dividend out of retained 
earnings by that subsidiary to Columbia. (ii) Guarantee (the ``TCO 
Guarantee'') (a) the settlement reached by Columbia Transmission with 
its customers and payments to dissenting customers with respect to 
ultimately allowed claims (the ``Customer Settlement'') and (b) the 
payment of the same distribution percentage of ultimately allowed 
claims of claimants who do not accept the TCO Plan, including producers 
that ultimately do not accept the Columbia Transmission Producer 
Settlement (``Dissenting Producers''). In the event that payments 
required by the TCO Plan to Dissenting Producers (and dissenting 
customers) increase the total required distributions over the projected 
$3.9 billion by an amount which requires external funding, Columbia 
will have the option to utilize Common stock in lieu of cash payments 
(and, of course, the option to sell Common Stock in the marketplace and 
utilize the proceeds for such excess distributions). Under these 
possible circumstances, whichever technique is employed, Columbia's 
investment in Columbia Transmission will be correspondingly increased.
    Accepting producers have agreed to a 5 percent (5%) holdback from 
the distributions due to them and have agreed that, to the extent that 
claim values in excess of the settlement values contained in the TCO 
Plan are agreed to or proven, the holdback will be applied with dollar 
for dollar matching by Columbia Transmission (and Columbia under the 
TCO Guarantee) to pay the ultimate distributions to Dissenting 
Producers. Thus, there is a sharing by the accepting producers of a 
portion of the risk that the aggregate distribution to producers 
pursuant to the TCO Plan may exceed the settlement amount contained in 
the Plan. If the holdback is expended, Columbia Transmission would be 
required to pay the entire amount of the excess.

Northeast Utilities Service Co., et al. (70-8641)

    Northeast Utilities Service Company (``NU Service''), 107 Selden 
Street, Berlin, Connecticut, 06037, a nonutility subsidiary company of 
Northeast 

[[Page 33893]]
Utilities (``NU''), a registered holding company, and four electric 
utility subsidiary companies of NU (``Utilities''), Western 
Massachusetts Electric Company, 174 Brush Hill Avenue, West 
Springfield, Massachusetts, 01809; Holyoke Water Power Company, 174 
Brush Hill Avenue, West Springfield, Massachusetts, 01809; The 
Connecticut Light and Power Company, 107 Selden Street, Berlin, 
Connecticut, 06037; and Public Service Company of New Hampshire, 1000 
Elm Street, Manchester, New Hampshire, 03015, have filed an application 
under sections 9(a) and 10 of the Act.
    The application seeks Commission authorization to engage in 
electric power brokering and marketing transactions (``Proposed 
Activities'') in the northeastern United States, which includes the New 
England Power Pool (``NEPOOL''). Under the Proposed Activities, the NU 
system would match electric power supplies with customers that the NU 
system is unable to supply, for which the NU system would receive a 
brokerage fee (``Brokering''). Under the Proposed Activities, the NU 
system also would act as a principal in electric power sales between 
buyers and sellers (``Marketing''). Marketing transactions may include 
fuel-for-power transactions in connection with which the NU system 
would substitute other sources of electric power for electric power 
generated by the Utilities.
    The Proposed Activities would generally be conducted by NU Service 
on behalf of the Utilities. Revenues from the Proposed Activities would 
be credited to reduce the costs of operation of the Utilities. Revenues 
from Brokering are not expected to exceed $1 million in 1995 and in 
1996. Revenues from Marketing are not expected to exceed $110 million 
in 1995 and in 1996.

National Fuel Resources, Inc. (70-8651)

    National Fuel Resources, Inc. (``NFR''), 478 Main Street, Buffalo, 
New York 14202, a wholly-owned nonutility subsidiary of National Fuel 
Gas Company, a registered public utility holding company, has filed an 
application-declaration with this Commission under sections 6(a), 7, 
9(a) and 10 of the Act.
    NFR proposes to engage in electric power marketing and brokering. 
It is stated that a typical electric power marketing or brokering 
transaction would involve the purchase of electric power from an 
electric generator and the resale of that power to another utility 
(wholesale) or an end-user (retail). The customer or NFR would contract 
with an electric utility for power transmission capacity. NFR proposes 
to engage in long-term power purchases and sales. NFR also proposes to 
trade in any electricity futures market that may develop to cover its 
obligations in the market.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-16051 filed 6-28-95; 8:45 am]
BILLING CODE 8010-01-M