(As filed with the Securities and Exchange Commission September 13, 2001)
File No. 70-9945
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1/A
Amendment No. 1
to
APPLICATION OR DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NiSource Inc.
NiSource Corporate Services Company
Northern Indiana Public Service Company
Kokomo Gas and Fuel Company
Northern Indiana Fuel and Light Company, Inc.
EnergyUSA, Inc. (an Indiana corporation)
EnergyUSA-TPC Corp.
EnergyUSA, Inc. (a Massachusetts corporation)
Primary Energy, Inc.
NiSource Capital Markets, Inc.
NiSource Finance Corp.
NiSource Development Company, Inc.
NI Energy Services, Inc.
NiSource Energy Technologies, Inc.
Columbia Energy Group
Columbia Assurance Agency, Inc.
Columbia Accounts Receivable Corporation
Columbia Atlantic Trading Corporation
Columbia Electric Remainder Corporation
Columbia Energy Services Corporation
Columbia Insurance Corporation, Ltd.
Columbia LNG Corporation
Columbia Energy Power Marketing Corporation
Columbia Energy Retail Corporation
Columbia Service Partners, Inc.
801 East 86th Avenue
Merrillville, Indiana 46410-6272
Bay State Gas Company
Northern Utilities, Inc.
300 Friberg Parkway
Westborough, Massachusetts 01581-5039
IWC Resources Corporation
1220 Waterway Boulevard
Indianapolis, Indiana 46202
SM&P Utility Resources, Inc.
11455 North Meridian Street, Suite 200
Carmel, Indiana 46032
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, Ohio 43215
Columbia Energy Resources, Inc.
Alamco-Delaware, Inc.
Hawg Hauling & Disposal, Inc.
Columbia Natural Resources Canada, Ltd.
Columbia Natural Resources, Inc.
900 Pennsylvania Avenue
Charleston, West Virginia 25302
Columbia Gas Transmission Corporation
Columbia Transmission Communications Corporation
NiSource Pipeline Group, Inc.
Crossroads Pipeline Company
Columbia Pipeline Corporation
Columbia Energy Group Capital Corporation
Columbia Deep Water Services Company
12801 Fair Lakes Parkway
Fairfax, Virginia 22030-0146
Columbia Gulf Transmission Company
2603 Augusta, Suite 125
Houston, Texas 77057
(Names of companies filing this statement and addresses of
principal executive offices)
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NISOURCE INC.
(Name of top registered holding company parent of each applicant or declarant)
-------------------------------------------------------
2
Jeffrey W. Grossman,
Vice President and Controller
NiSource Inc.
801 East 86th Avenue
Merrillville, Indiana 46410-6272
(Name and address of agent for service)
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The Commission is requested to mail copies of all orders, notices and
other communications to:
Peter V. Fazio, Jr., Esq. William T. Baker, Jr., Esq.
Schiff Hardin & Waite Thelen Reid & Priest LLP
6600 Sears Tower 40 West 57th Street
Chicago, Illinois 60606-6473 New York, New York 10019
3
The Application-Declaration filed in this proceeding on August 15, 2001, is
hereby amended and restated in its entirety to read as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
-----------------------------------
1.1 Background. NiSource Inc. ("NiSource") became a registered
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holding company on November 1, 2000 upon completing its acquisition of all of
the issued and outstanding common stock of Columbia Energy Group ("Columbia"),
also a registered holding company.1 NiSource directly or indirectly owns all of
the issued and outstanding common stock of ten public-utility subsidiaries
(referred to collectively as the "Utility Subsidiaries"), as follows: Northern
Indiana Public Service Company ("Northern Indiana"), Kokomo Gas and Fuel Company
("Kokomo"), Northern Indiana Fuel and Light Company, Inc. ("NIFL") and Bay State
Gas Company ("Bay State"), which are owned directly by NiSource; Northern
Utilities, Inc. ("Northern Utilities"), which is a subsidiary of Bay State; and
Columbia Gas of Kentucky, Inc. ("Columbia Kentucky"), Columbia Gas of Maryland,
Inc. ("Columbia Maryland"), Columbia Gas of Ohio, Inc. ("Columbia Ohio"),
Columbia Gas of Pennsylvania, Inc. ("Columbia Pennsylvania") and Columbia Gas of
Virginia, Inc. ("Columbia Virginia"), all of which are direct subsidiaries of
Columbia. Together, the Utility Subsidiaries distribute gas at retail in
portions of Indiana, Ohio, Virginia, Maryland, Kentucky, Pennsylvania,
Massachusetts, New Hampshire and Maine. In addition, Northern Indiana generates,
transmits and sells electricity in a portion of northern Indiana. NiSource also
holds directly or indirectly numerous non-utility subsidiaries that are engaged
primarily in natural gas transportation and storage, gas and oil exploration and
production, gas marketing, propane sales, energy services, and other
energy-related businesses.
1.2 Prior Proceedings. By order dated November 1, 2000,2 the
-----------------
Commission authorized NiSource and its subsidiaries to engage in a program of
external financing and intrasystem financing and other related transactions for
the period through December 31, 2003. Among other specific approvals granted
under the November 1, 2000 order, NiSource was authorized to issue and sell from
time to time, directly or through one or more special-purpose financing
subsidiaries, including NiSource Finance Corp. ("NiSource Finance"), short-term
debt securities in the form of commercial paper, bank notes or other evidence of
indebtedness having maturities of less than one year ("Short-term Debt") in an
aggregate principal amount at any time outstanding not to exceed $2.0 billion.3
Subsequently, by supplemental order dated March 21, 2001,4 the Commission
authorized an increase in NiSource's Short-term Debt limit to $3.4 billion. The
higher Short-term Debt limit was intended to enable NiSource to consolidate all
external short-term borrowing arrangements at the NiSource level. As a result,
the external short-term borrowing facilities previously maintained by Columbia,
Northern Indiana and Bay State have all been terminated and replaced by
intercompany short-term borrowings from NiSource Finance.
------------------------
1 See NiSource Inc., Holding Co. Act Release No. 27263 (Oct. 30, 2000).
--- ------------
2 See NiSource Inc., et al., Holding Co. Act Release No. 27265.
--- --------------------
3 Under the November 1, 2000 order, debt incurred by NiSource to finance
its acquisition of Columbia does not count against the Short-term Debt limit,
regardless of its maturity.
4 See NiSource Inc., et al., Holding Co. Act Release No. 27361.
--- --------------------
4
Pursuant to orders dated December 22, 1994, December 23, 1996, and December
22, 1997, as amended on three separate occasions since 1997 (collectively, the
"Columbia Money Pool Orders"), Columbia and certain of its subsidiaries were
authorized to establish and participate in a system money pool arrangement and,
to the extent not otherwise exempt pursuant to Rule 52, loan funds to and borrow
funds from the system money pool.5 Columbia is currently authorized to issue
and sell short-term debt securities (that is, debt securities with maturities of
one year or less) in a principal amount not to exceed $2 billion at any one time
outstanding through December 31, 2003, the proceeds of which are used to make
loans to its subsidiaries through the Columbia system money pool agreement.
Columbia's Utility Subsidiaries are authorized under the Columbia Money Pool
Orders to incur indebtedness under the Columbia money pool and/or through direct
short-term borrowings from Columbia in a maximum amount at any time outstanding
not to exceed 40% of the borrowing company's total capitalization. As indicated
in the previous paragraph, all of Columbia's external short-term borrowing
arrangements have now been terminated and replaced with intercompany borrowings
from NiSource Finance.
Also, under the December 23, 1996 order, Columbia Maryland is authorized to
issue common stock and long-term debt securities to Columbia in an aggregate
amount not to exceed $30 million for the period through December 31, 2001.6 The
interest rate on long-term debt securities issued by Columbia Maryland to
Columbia is designed to match the effective rate (i.e., interest rate plus
issuance costs) for the most recent long-term debt securities issued by Columbia
during the previous calendar quarter. If no such long-term debt securities were
issued by Columbia during the previous calendar quarter, then the interest rate
on long-term debt securities issued by Columbia Maryland to Columbia will be
either the estimated new long-term rate that would be in effect if Columbia were
to issue securities, as projected by a major investment bank, or the prevailing
market rate for a newly issued "A" - rated utility bond. Long-term notes issued
by Columbia Maryland to Columbia may have maturities of up to 30 years.
1.3 Summary of Requested Authorizations. NiSource, the Utility
-----------------------------------
Subsidiaries and certain of NiSource's direct and indirect non-utility
subsidiaries (as listed in Item 1.4 below) hereby request authorization to
establish and participate in a new NiSource system money pool ("Money Pool"). It
is intended that the new Money Pool arrangement will replace the current
------------------------
5 See The Columbia Gas System, Inc., Holding Co. Act Release Nos. 26201
--- ----------------------------
(Dec. 22, 1994), 26634 (Dec. 23, 1996), and 26798 (Dec. 22, 1997). Under the
December 1996 order, Columbia was authorized to, among other things, incur
short-term debt in an amount up to $1 billion and to use the proceeds thereof to
make loans through the Columbia system money pool to its Utility Subsidiaries
and certain specified non-utility subsidiaries. The Commission reserved
jurisdiction over participation in the Columbia money pool by any new direct or
indirect subsidiary of Columbia. Under the December 1997 order, the Commission
authorized an increase in Columbia's short-term debt limit to $2 billion. By
subsequent orders, the Commission authorized the participation in the Columbia
money pool of additional non-utility subsidiaries of Columbia. See Columbia
--- --------
Energy Group, et al., Holding Co. Act Release Nos. 26820 (Jan. 23, 1998), 26860
-------------------
(Apr. 17, 1998), and 27075 (Sept. 14, 1999).
6 Columbia Maryland is not able to rely upon Rule 52(a) for long-term
borrowings from Columbia because Columbia Maryland is a Delaware corporation.
5
Columbia system money pool. Accordingly, upon the effective date of an order in
this proceeding, the authorization of Columbia and its subsidiaries under the
Columbia Money Pool Orders, as it relates to the existing Columbia money pool,
will be relinquished. To the extent not exempted by Rule 52, the Money Pool
participants request authorization for the period through December 31, 2003 (the
"Authorization Period") to make unsecured short-term borrowings from the Money
Pool and to contribute surplus funds to the Money Pool and to lend and extend
credit to (and acquire promissory notes from) one another through the Money
Pool. To the extent not exempt by Rule 45(b) or Rule 52(d), as applicable,
NiSource, directly or indirectly through NiSource Finance, requests
authorization to invest surplus funds and/or to lend and extend credit to the
participating subsidiaries through the Money Pool.
In addition, Columbia Maryland requests authorization to issue additional
shares of its common stock and long-term debt securities to Columbia from time
to time during the Authorization Period in an aggregate amount not to exceed $40
million.
1.4 Description of Money Pool. In addition to NiSource and the
-------------------------
ten Utility Subsidiaries, the following direct and indirect non-utility
subsidiaries of NiSource will be participants in the Money Pool:
NiSource Corporate Services Company
EnergyUSA, Inc. (an Indiana corporation)
EnergyUSA-TPC Corp.
EnergyUSA, Inc. (a Massachusetts corporation)
Primary Energy, Inc.
NiSource Capital Markets, Inc.
NiSource Finance Corp.
NiSource Pipeline Group, Inc.
Crossroads Pipeline Company
NiSource Development Company, Inc.
NI Energy Services, Inc.
NiSource Energy Technologies, Inc.
IWC Resources Corporation
SM&P Utility Resources, Inc.
Columbia Energy Group
Columbia Energy Resources, Inc.
Columbia Gas Transmission Corporation
Columbia Transmission Communications Corporation
Columbia Gulf Transmission Company
Alamco-Delaware, Inc.
Hawg Hauling & Disposal, Inc.
Columbia Assurance Agency, Inc.
Columbia Accounts Receivable Corporation
Columbia Atlantic Trading Corporation
Columbia Natural Resources Canada, Ltd.
Columbia Energy Group Capital Corporation
Columbia Deep Water Services Company
Columbia Electric Remainder Corporation
6
Columbia Energy Services Corporation
Columbia Insurance Corporation Ltd.
Columbia LNG Corporation
Columbia Natural Resources, Inc.
Columbia Pipeline Corporation
Columbia Energy Power Marketing Corporation
Columbia Energy Retail Corporation
Columbia Service Partners, Inc.
NiSource, Columbia, NiSource Finance, and NiSource Capital Markets, Inc.
("NiSource Capital") will participate in the Money Pool as investors only and
not as borrowers. In the future, it is proposed that other existing or new
non-utility subsidiaries of NiSource may participate in the Money Pool as
investors only without further approval of the Commission. Exempt wholesale
generators ("EWGs"), foreign utility companies ("FUCOs"), and exempt
telecommunications companies ("ETCs") will be specifically excluded from
participating in the Money Pool as borrowers. The Commission is requested to
reserve jurisdiction over the participation as a borrower of any other direct or
indirect, current or future, non-utility subsidiary of NiSource.
The Money Pool is designed to function much like the existing Columbia
system money pool that it will replace. The applicants believe that the
effective cost of short-term borrowings under the Money Pool will generally be
more favorable to those subsidiaries that are authorized to make borrowings than
the comparable cost of external short-term borrowings, and that the investment
rate paid to participating subsidiaries that invest surplus funds in the Money
Pool will generally be higher than the typical yield on short-term money market
investments.
Under the proposed terms of the System Money Pool Agreement (Exhibit B
hereto), short-term funds would be available from the following sources for
short-term loans to the participating subsidiaries from time to time: (1)
surplus funds in the treasuries of Money Pool participants, and (2) proceeds
received by NiSource Finance from the sale of commercial paper, borrowings from
banks and other lenders, and other financing arrangements ("External Funds"), as
authorized under the November 1, 2000 order. Funds would be made available from
such sources in such order as NiSource Corporate Services Company, as the
Administrative Agent under the System Money Pool Agreement, may determine would
result in a lower cost of borrowing, consistent with the individual borrowing
needs and financial standing of Money Pool participants that invest funds in the
Money Pool.
Each participating Subsidiary that is authorized to borrow from the Money
Pool (an "Eligible Borrower") would borrow pro rata from each Money Pool
participant that invests surplus funds, in the proportion that the total amount
invested by such investing participant bears to the total amount then invested
in the Money Pool. On any day when more than one source of funds invested in the
Money Pool (e.g., surplus treasury funds of NiSource and other Money Pool
participants ("Internal Funds") and External Funds), with different rates of
interest, is used to fund loans through the Money Pool, each Eligible Borrower
would borrow pro rata from each such funding source in the Money Pool in the
same proportion that the amount of funds provided by that fund source bears to
the total amount of funds invested in to the Money Pool. As indicated, no loans
7
through the Money Pool would be made to, and no borrowings through the Money
Pool would be made by, NiSource, Columbia, NiSource Finance or NiSource Capital.
The cost of compensating balances, if any, and fees paid to banks to
maintain credit lines and accounts by NiSource Finance and loaned to the Money
Pool would initially be paid by NiSource Finance. These costs would be
retroactively allocated every month among the Eligible Borrowers in accordance
with the NiSource Corporate Services Convenience Billing Formula, which assigns
such costs to all Eligible Borrowers based on a percentage that is determined by
dividing the internal borrowing authorization of each Eligible Borrower by the
total internal borrowing authorizations of all Eligible Borrowers.
The interest rate charged to Eligible Borrowers on borrowings under the
Money Pool and paid to Money Pool participants that invest surplus funds in the
Money Pool (the "Composite Rate") will be determined monthly and will equal the
weighted average daily rate on (i) short-term debt of NiSource Finance (i.e.,
External Funds), plus (ii) earnings on external investments by NiSource Finance.
Funds not required by the Money Pool to make loans (with the exception of
funds required to satisfy the Money Pool's liquidity requirements) would
ordinarily be invested in one or more short-term investments, including: (i)
obligations issued or guaranteed by the U.S. government and/or its agencies and
instrumentalities; (ii) commercial paper; (iii) certificates of deposit; (iv)
bankers' acceptances; (v) repurchase agreements; (vi) tax exempt notes; (vii)
tax exempt bonds; (viii) tax exempt preferred stock; and (ix) such other
investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder.
The interest income and investment income earned on loans and investments
of surplus funds would be allocated among those Money Pool participants that
have invested funds in accordance with the proportion each participant's
investment of funds bears to the total amount of funds invested in the Money
Pool and the cost of External Funds provided to the Money Pool by NiSource
Finance.
Each Eligible Borrower receiving a loan through the Money Pool would be
required to repay the principal amount of such loan, together with all interest
accrued thereon, on demand and in any event within one year after the date of
such loan. All loans made through the Money Pool may be prepaid by the borrower
without premium or penalty and without prior notice.
Proceeds of any short-term borrowings from the Money Pool may be used by an
Eligible Borrower (i) for the interim financing of its construction and capital
expenditure programs; (ii) for its working capital needs; (iii) for the
repayment, redemption or refinancing of its debt and preferred stock; (iv) to
meet unexpected contingencies, payment and timing differences, and cash
requirements; and (v) to otherwise finance its own business and for other lawful
general corporate purposes.
8
The Utility Subsidiaries (other than Columbia Virginia)7 request authority
to make borrowings through the Money Pool in the following maximum amounts at
any time outstanding:
Utility Subsidiary Borrowing Limit
------------------ ---------------
Northern Indiana $1,000,000,000
Kokomo 50,000,000
NIFL 50,000,000
Bay State 250,000,000
Northern Utilities 8 50,000,000
Columbia Ohio 700,000,000
Columbia Kentucky 80,000,000
Columbia Pennsylvania 300,000,000
Columbia Maryland 50,000,000
Borrowings under the Money Pool by Eligible Borrowers other than the
Utility Subsidiaries will be exempt pursuant to Rule 52(b).
1.5 Long-term Securities of Columbia Maryland. Columbia Maryland
-----------------------------------------
requests authorization to issue and sell from time to time during the
Authorization Period, and Columbia requests authorization to acquire, additional
shares of Columbia Maryland's common stock and long-term debt securities. The
aggregate amount of common stock and/or long-term debt securities to be issued
by Columbia Maryland during the Authorization Period will not to exceed $40
million. The funds required by Columbia in order to make loans to Columbia
Maryland will be derived from borrowings from NiSource Finance.
The interest rate on long-term debt securities issued by Columbia Maryland
to Columbia will be designed to match the interest rate on borrowings made by
Columbia from NiSource Finance in order to fund the purchase of such long-term
securities, which, in turn, will be equal to the effective rate (i.e., interest
rate plus issuance costs) for the most recent long-term debt securities issued
by NiSource Finance during the previous calendar quarter. If no such long-term
debt securities were issued by NiSource Finance during the previous calendar
quarter, then the interest rate on long-term debt securities issued by Columbia
Maryland to Columbia will be either the estimated new long-term rate that would
be in effect if NiSource Finance were to issue long-term debt securities, as
projected by a major investment bank, or the prevailing market rate for a newly
issued "BBB" - rated utility bond. Long-term notes issued by Columbia Maryland
to Columbia may have maturities of up to 30 years and may be either secured or
unsecured. NiSource commits to maintain common equity of Columbia Maryland, as a
percentage of Columbia Maryland's consolidated capitalization (including
short-term debt), at or above 30%.
------------------------
7 Borrowings under the Money Pool by Columbia Virginia will be exempt under
Rule 52(a).
8 Any borrowings by Northern Utilities under the Money Pool that are in
excess of 10% of its net fixed plant must be approved by the New Hampshire
Public Utilities Commission and, therefore, would be exempt under Rule 52(a).
9
1.6 Certificates of Notification. NiSource proposes to file
----------------------------
certificates of notification pursuant to Rule 24 that report each of the
transactions carried out in accordance with the terms and conditions of and for
the purposes represented in this Application/Declaration. Such certificates of
notification would be filed within 60 days after the end of each of the first
three fiscal quarters, and 90 days after the end of the last fiscal quarter, in
which transactions occur. For convenience, and in order to avoid unnecessary
duplication, it is proposed that all information regarding Money Pool
transactions be included in the quarterly Rule 24 certificates filed in this
proceeding in lieu of any requirement under Rule 52 for the filing of statements
on Form U-6B-2 with respect to Money Pool transactions that are exempt under
that rule. The Rule 24 certificates will contain the following information for
the reporting period:
(a) The maximum outstanding amount of all borrowings under or investments
in the Money Pool by each Money Pool participant during the quarter, and the
rate or range of rates charged on Money Pool borrowings and paid on Money Pool
investments during the quarter.
(b) The number of shares of common stock issued by Columbia Maryland to
Columbia during the quarter and the price per share paid.
(c) The principal amount, interest rate and maturity of any long-term debt
security issued by Columbia Maryland to Columbia during the quarter.
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
------------------------------
The fees, commissions and expenses incurred or to be incurred in connection
with the transactions proposed herein are estimated at not more than $50,000.
ITEM 3. APPLICABLE STATUTORY PROVISIONS.
-------------------------------
3.1 General. Sections 6(a), 7, 9(a), 10, 12(b) and 12(f) of the
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Act and Rule 45 thereunder are applicable to the proposed Money Pool
transactions, except to the extent that any such transactions are exempt by Rule
52 and/or Rule 45(b)(1), as applicable. Sections 6(a), 7 and 12(f) are
applicable to the issuance of common stock and long-term debt securities by
Columbia Maryland, and Sections 9(a) and 10, and, in the case of long-term debt
securities, Sections 12(b), are applicable to the acquisition of such securities
by Columbia.
3.2 Compliance with Rules 53 and 54. The transactions proposed
-------------------------------
herein are also subject to Rules 53 and 54. Under Rule 53(a), the Commission
shall not make certain specified findings under Sections 7 and 12 in connection
with a proposal by a holding company to issue securities for the purpose of
acquiring the securities of or other interest in an EWG, or to guarantee the
securities of an EWG, if each of the conditions in paragraphs (a)(1) through
(a)(4) thereof are met, provided that none of the conditions specified in
paragraphs (b)(1) through (b)(3) of Rule 53 exists. Rule 54 provides that the
Commission shall not consider the effect of the capitalization or earnings of
subsidiaries of a registered holding company that are EWGs or FUCOs in
determining whether to approve other transactions if Rule 53(a), (b) and (c) are
satisfied. These standards are met.
10
Rule 53(a)(1): NiSource's "aggregate investment" in EWGs and FUCOs is
approximately $270,192,000, or 31.9% of NiSource's "consolidated retained
earnings" for the four quarters ended June 30, 2001 (approximately
$846,800,000).
Rule 53(a)(2): NiSource will maintain books and records enabling it to
identify investments in and earnings from each EWG and FUCO in which it directly
or indirectly acquires and holds an interest. NiSource will cause each domestic
EWG in which it acquires and holds an interest, and each foreign EWG and FUCO
that is a majority-owned subsidiary, to maintain its books and records and
prepare its financial statements in conformity with U.S. generally accepted
accounting principles ("GAAP"). All of such books and records and financial
statements will be made available to the Commission, in English, upon request.
Rule 53(a)(3): No more than 2% of the employees of the Utility Subsidiaries
will, at any one time, directly or indirectly, render services to EWGs and
FUCOs.
Rule 53(a)(4): NiSource will submit a copy of each Application/Declaration
that relates to investments in EWGs or FUCOs and each amendment thereto, and
will submit copies of any Rule 24 certificates required hereunder, as well as a
copy of NiSource' Form U5S, to each of the public service commissions having
jurisdiction over the retail rates of the Utility Subsidiaries.
In addition, NiSource states that the provisions of Rule 53(a) are not made
inapplicable to the authorization herein requested by reason of the occurrence
or continuance of any of the circumstances specified in Rule 53(b). Rule 53(c)
is inapplicable by its terms.
ITEM 4. REGULATORY APPROVALS.
--------------------
Various aspects of the proposed transactions are subject to the
jurisdiction of the State public utilities commissions in Massachusetts, Maine,
Pennsylvania and Virginia, as follows:
Massachusetts: The Massachusetts Department of Telecommunications and
-------------
Energy ("MDTE") has jurisdiction pursuant to C. 164, Section 17A of the
Massachusetts General Laws over any loan by Bay State to another corporation,
which would include any loan to an affiliated entity through the Money Pool.
Maine: The Maine Public Utilities Commission ("MPUC") has jurisdiction
-----
pursuant to Title 35-A MRSA ss. 707(3) and c. 820, ss. 4 of the MPUC's rules
over any loan by or borrowing from an affiliated entity by Northern Utilities
through the Money Pool.
Pennsylvania: Under 66 Pa.C.S.A. ss. 2202, which relates to contracts and
------------
other arrangements between public utilities and their affiliates, the
Pennsylvania Public Utility Commission ("PPUC") must approve Columbia
Pennsylvania's participation in the Money Pool.
Virginia. Under Chapters 3 and 4 of Title 56 of the Code of Virginia, which
--------
relate to financing by public service companies and contracts and other
arrangements between those companies and their affiliates, the State Corporation
Commission of Virginia ("VSCC") must approve Columbia Virginia's participation
in the Money Pool.
11
In addition to the foregoing approvals, any contract or arrangement between
Northern Utilities and an affiliated entity must be filed with the New Hampshire
Public Utilities Commission ("NHPUC"), for notice purposes, within 10 days after
the date on which it is executed or the arrangement entered into, and such
contract or arrangement is subject to investigation by the NHPUC for
reasonableness. In addition, under RSA 369:7 and N.H. Admin. R., Puc 507.08, the
NHPUC must approve the issuance of short-term notes (i.e., notes having a
maturity of less than 12 months) if short-term debt would exceed 10% of Northern
Utilities' net fixed plant (currently, 10% of Northern Utilities' net fixed
plant is equal to approximately $11.8 million). Northern Utilities will seek
approval of the NHPUC before it incurs borrowings under the Money Pool exceeding
this limitation, in which event such borrowings will be exempt pursuant to Rule
52(a).
Except as stated above, no other state commission, and no federal
commission, other than this Commission, has jurisdiction over the issuance of
notes evidencing short-term borrowings under the Money Pool.
ITEM 5. PROCEDURE.
---------
The applicants request the Commission to publish a notice under Rule
23 with respect to the filing of this Application/Declaration as soon as
practicable. The applicants further request that the Commission issue an order
approving the authorizations requested herein not later than December 1, 2001,
and that there be no 30-day waiting period between issuance of the Commission's
order and the date on which the order is to become effective. The applicants
waive a recommended decision by a hearing officer or any other responsible
officer of the Commission, and consent to the participation of the Division of
Investment Management in the preparation of the Commission's decision and/or
order, unless the Division opposes the matters proposed herein.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
---------------------------------
A. EXHIBITS.
--------
A None.
B Form of Money Pool Agreement. (Previously filed).
C None.
D-1 Petition by Bay State to the MDTE. (To be filed by
Amendment).
D-2 Order of the MDTE. (To be filed by Amendment).
D-3 Petition by Northern Utilities to the MPUC. (To be filed by
Amendment).
D-4 Order of the MPUC. (To be filed by Amendment).
12
D-5 Application of Columbia Pennsylvania to the PPUC. (To be
filed by Amendment).
D-6 Order of the PPUC. (To be filed by Amendment).
D-7 Application by Columbia Virginia to the VSCC. (To be filed
by Amendment).
D-8 Order of the VSCC. (To be filed by Amendment).
E None.
F Opinion of Counsel. (To be filed by Amendment).
G Proposed Form of Federal Register Notice. (Previously
filed).
B. FINANCIAL STATEMENTS.
--------------------
FS-1 NiSource Consolidated Incorporated by reference
Statement of Income for the to Annual Report of
year ended December 31, 2000. NiSource on Form 10-K for
the year ended December 31,
2000 in File No. 001-16189.
FS-2 NiSource Consolidated Balance Incorporated by reference
Sheet as of December 31, to Annual Report of
2000. NiSource on Form 10-K for
the year ended December 31,
2000 in File No. 001-16189.
FS-3 NiSource Consolidated Incorporated by reference
Statement of Income for the to Quarterly Report of
six months ended June 30, NiSource on Form 10-Q for
2001. the quarter ended June 30,
2001 in File No. 001-16189.
FS-4 NiSource Consolidated Balance Incorporated by reference
Sheet as of June 30, 2001. to Quarterly Report of
NiSource on Form 10-Q for
the quarter ended June 30,
2001 in File No. 001-16189.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
---------------------------------------
None of the matters that are the subject of this
Application/Declaration involve a "major federal action" nor do they
"significantly affect the quality of the human environment" as those terms are
used in section 102(2)(C) of the National Environmental Policy Act. The
transactions that are the subject of this Application/Declaration will not
13
result in changes in the operations of any of the applicants that will have an
impact on the environment. The applicants are not aware of any federal agency
that has prepared or is preparing an environmental impact statement with respect
to the transactions that are the subject of this Application/Declaration.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, each of the undersigned companies has duly caused this statement to be
signed on its behalf by the undersigned thereunto duly authorized.
NISOURCE INC.
NISOURCE CORPORATE SERVICES COMPANY
NORTHERN INDIANA PUBLIC SERVICE COMPANY
KOKOMO GAS AND FUEL COMPANY
NORTHERN INDIANA FUEL AND LIGHT COMPANY, INC.
NORTHERN UTILITIES, INC.
ENERGYUSA, INC. (AN INDIANA CORPORATION)
ENERGYUSA-TPC CORP.
NISOURCE CAPITAL MARKETS, INC.
NISOURCE FINANCE CORP.
NISOURCE DEVELOPMENT COMPANY, INC.
NI ENERGY SERVICES, INC.
NISOURCE ENERGY TECHNOLOGIES, INC.
PRIMARY ENERGY, INC.
NISOURCE PIPELINE GROUP, INC.
CROSSROADS PIPELINE COMPANY
IWC RESOURCES CORPORATION
SM&P UTILITY RESOURCES, INC.
COLUMBIA ENERGY GROUP
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 PIPELINE CORPORATION
COLUMBIA ENERGY RESOURCES, INC.
COLUMBIA GULF TRANSMISSION COMPANY
COLUMBIA GAS TRANSMISSION CORPORATION
COLUMBIA TRANSMISSION COMMUNICATIONS
CORPORATION
COLUMBIA LNG CORPORATION
ALAMCO-DELAWARE, INC.
HAWG HAULING & DISPOSAL, INC.
(signatures continued on next page )
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COLUMBIA ASSURANCE AGENCY, INC.
COLUMBIA ACCOUNTS RECEIVABLE CORPORATION
COLUMBIA ATLANTIC TRADING CORPORATION
COLUMBIA NATURAL RESOURCES CANADA, LTD.
COLUMBIA ENERGY GROUP CAPITAL CORPORATION
COLUMBIA DEEP WATER SERVICES COMPANY
COLUMBIA ELECTRIC REMAINDER CORPORATION
COLUMBIA ENERGY SERVICES CORPORATION
COLUMBIA INSURANCE CORPORATION, LTD.
COLUMBIA NATURAL RESOURCES, INC.
COLUMBIA ENERGY POWER MARKETING CORPORATION
COLUMBIA ENERGY RETAIL CORPORATION
COLUMBIA SERVICE PARTNERS, INC.
By: /s/ Gary W. Pottorff
----------------
Name: Gary W. Pottorff
Title: Secretary
BAY STATE GAS COMPANY
ENERGYUSA, INC. (A MASSACHUSETTS CORPORATION)
By: /s/ Gary W. Pottorff
----------------
Name: Gary W. Pottorff
Title: Clerk
Date: September 13, 2001
15