(As filed with the Securities and Exchange Commission June 3, 2002)
File No. 70-9945
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POS-AMC
Post-Effective Amendment No. 1
to
FORM U-1
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 Remainder Corporation
Columbia Energy Services Corporation
Columbia Insurance Corporation, Ltd.
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
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)
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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
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1. Further Action Requested. By order dated December 19, 2001 (Holding Co.
Act Release No. 27479) in this proceeding, NiSource Inc. ("NiSource"), a
registered holding company, was authorized to establish and provide funding for
a new system money pool arrangement ("Money Pool"). NiSource's subsidiaries
named herein were authorized to participate in the Money Pool and, to the extent
not exempt under Rules 45(b) and 52, to make short-term borrowings from NiSource
and extend credit to each other through their participation in the Money Pool,
except that, pending completion of the record, the Commission reserved
jurisdiction over the participation in the Money Pool by two of NiSource's
public-utility subsidiary companies, Bay State Gas Company ("Bay State") and
Northern Utilities, Inc. ("Northern Utilities"). The record is now completed
with respect to Bay State and Northern Utilities with the filing of the order of
the Massachusetts Department of Transportation and Energy approving Bay State's
participation in the Money Pool (Exhibit D-2 hereto) and the order of the Maine
Public Utility Commission approving Northern Utilities' participation in the
Money Pool (Exhibit D-4 hereto).
Accordingly, the applicants respectfully request that the commission issue
a supplemental order in this proceeding releasing jurisdiction reserved under
the December 19, 2001 order.
2. Compliance with Rule 54. The requested release of jurisdiction is
subject to Rule 54. 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 "exempt wholesale generators" ("EWGs") or "foreign utility
companies" ("FUCOs") in determining whether to approve other transactions if
Rule 53(a), (b) and (c) are satisfied. 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. The standards of Rules 53 and 54 are met.
Rule 53(a)(1): NiSource's "aggregate investment" in EWGs is
approximately $320.2 million, or 38.8% of NiSource's "consolidated retained
earnings" for the four quarters ended March 31, 2002 (approximately $825.85
million). NiSource does not hold any investment in a FUCO.
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 NiSource's domestic
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
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hereunder, as well as a copy of NiSource's Form U5S, to each of the public
service commissions having jurisdiction over the retail rates of NiSource's
domestic utility subsidiaries.
In addition, the applicants state 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.
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.
BAY STATE GAS COMPANY
NORTHERN UTILITIES, INC.
ENERGYUSA, INC. (A MASSACHUSETTS CORPORATION)
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
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
(signatures continued on next page)
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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 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/ Jeffrey W. Grossman
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Name: Jeffrey W. Grossman
Title: Vice President
Date: June 3, 2002