(As filed with the Securities and Exchange Commission March 17, 2004) File No. 70-10169 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POS-AMC on FORM U-1 POST-EFFECTIVE AMENDMENT NO. 1 (Amendment No. 3) TO APPLICATION OR DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NiSource Inc. Northern Indiana Public Service Company and its subsidiary Kokomo Gas and Fuel Company KGF Trading Company Northern Indiana Fuel and Light Company, Inc. Northern Indiana Trading Company, Inc. EnergyUSA, Inc. and its subsidiaries PEI Holdings, Inc. NiSource Capital Markets, Inc. NiSource Finance Corp. Granite State Transmission, Inc. Crossroads Pipeline Company NiSource Development Company, Inc. and its subsidiaries NI Energy Services, Inc. and its subsidiaries NiSource Corporate Services Company NiSource Energy Technologies, Inc. NiSource Retail Services, Inc. IWC Resources Corporation and its subsidiaries Columbia Energy Group Columbia Atlantic Trading Corporation Columbia Deep Water Services Company Columbia Energy Services Corporation Columbia Remainder Corporation and its subsidiary Columbia Assurance Agency, 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. Columbia Accounts Receivable Corporation 200 Civic Center Drive Columbus, Ohio 43215 Columbia Gas Transmission Corporation 1700 MacCorkle Avenue, SE Charleston, West Virginia 25314 Columbia Gulf Transmission Company 2603 Augusta, Suite 125 Houston, Texas 77057 Columbia Network Services Corporation and its subsidiary 1600 Dublin Road Columbus, Ohio 43215-1082 NiSource Insurance Corporation Limited 20 Parliament Street P.O. Box HM 649 Hamilton HM CX, Bermuda (Names of companies filing this statement and addresses of principal executive offices) ----------------------------------------------------- NISOURCE INC. (Name of top registered holding company parent of each applicant or declarant) ------------------------------------------------------- Jeffrey W. Grossman, Vice President and Controller NiSource Inc. 801 East 86th Avenue Merrillville, Indiana 46410-6272 (Name and address of agent for service) 2 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 875 Third Avenue Chicago, Illinois 60606-6473 New York, New York 10022 3 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION. ----------------------------------- 1.1 INTRODUCTION. NiSource Inc. ("NiSource"), a registered holding company,/1/ directly and indirectly owns all of the issued and outstanding common stock of ten public utility subsidiary companies: Northern Indiana Public Service Company ("Northern Indiana"), Kokomo Gas and Fuel Company and Northern Indiana Fuel and Light Company, Inc., Bay State Gas Company, Northern Utilities, Inc., Columbia Gas of Kentucky, Inc., Columbia Gas of Maryland, Inc., Columbia Gas of Ohio, Inc., Columbia Gas of Pennsylvania, Inc. and Columbia Gas of Virginia, Inc. (collectively, the "Utility Subsidiaries"). Together, the Utility Subsidiaries distribute gas at retail to approximately 3.3 million customers in portions of Indiana, Ohio, Virginia, Maryland, Kentucky, Pennsylvania, Massachusetts, New Hampshire and Maine. In addition, Northern Indiana generates, transmits and sells electricity to approximately 441,000 customers in 21 counties in northern Indiana. By order dated December 30, 2003 in this proceeding (the "Prior Order"), the Commission authorized NiSource, the Utility Subsidiaries and certain of NiSource's direct and indirect non-utility subsidiary companies to engage in a program of external and intrasystem financing, to organize and acquire the securities of certain specified types of new subsidiaries, to engage in certain non-exempt non-utility businesses, and to engage in other related transactions in the ordinary course of business. In particular, as it relates to this Post-Effective Amendment, NiSource, the Utility Subsidiaries, and certain of NiSource's non-utility subsidiaries were authorized to continue as parties to the NiSource System Money Pool Agreement ("Money Pool"), subject to terms and conditions previously approved by the Commission in File No. 70-9681,/2/ and, to the extent not exempt under Rule 52, the participating subsidiaries of NiSource were authorized to make borrowings from each other and from NiSource Finance Corp., a financing subsidiary of NiSource, pursuant to the Money Pool, and, in connection therewith to execute and deliver their promissory notes evidencing such Money Pool borrowings. 1.2 FURTHER RELIEF REQUESTED. It is now requested that the Commission issue a supplemental order in this proceeding authorizing NiSource Retail Services, Inc. ("Retail Services"), a new non-utility subsidiary of NiSource, to become a party to and participate in the Money Pool as a borrower,/3/ subject to the same terms and conditions previously authorized by the Commission. Retail Services has been added as an applicant in this proceeding. Retail Services, which was incorporated in November 2003, is an "energy-related company" under Rule 58 that was organized to render energy-management services, to sell, install, and/or service standard gas and electric appliances, and to provide other technical services developed in the course of utility operations, including, without limitation, in-house gas line maintenance and repair services. ---------- 1 See NiSource Inc., et al., Holding Co. Act Release No. 27263 (Oct. 30, 2000). 2 See NiSource Inc., et al., Holding Co. Act Release No. 27265 (Nov. 1, 2000). 3 Under the terms of the Prior Order, no further Commission authorization is required for any new non-exempt subsidiary of NiSource to participate in the Money Pool as a lender only. 4 ITEM 2. FEES, COMMISSIONS AND EXPENSES. ------------------------------ The additional fees, commissions and expenses incurred or to be incurred in connection with the preparation and filing of this Post-Effective Amendment are estimated not to exceed $2,000. ITEM 3. APPLICABLE STATUTORY PROVISIONS. ------------------------------- 3.1 GENERAL. Sections 6(a), 7, 9(a), 10, 12(b) and 12(f) of the Act are applicable to Money Pool transactions (to the extent not exempt under Rule 52). 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. Rule 53(a)(1): NiSource's "aggregate investment" (as defined in Rule 53) in EWGs is currently $304.1 million, or approximately 40.1% of NiSource's "consolidated retained earnings" (also as defined in Rule 53) at December 31, 2003 ($749.2 million). NiSource does not hold an interest in any 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 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 the Application/Declaration in this proceeding and each amendment thereto, and will submit copies of any Rule 24 certificates required 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 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. 5 ITEM 4. REGULATORY APPROVALS. -------------------- No state commission, and no federal commission, other than the Commission, has jurisdiction over the proposed transaction. ITEM 5. PROCEDURE. --------- The applicants request the Commission to issue a supplemental order in this proceeding approving the proposed transaction as soon as practicable. The applicants further request that there should not be a 30-day waiting period between issuance of the Commission's order and the date on which the order is to become effective, waive a recommended decision by a hearing officer or any other responsible officer of the Commission, and consent to the participation by the Division of Investment Management in the preparation of the Commission's decision and/or order, unless the Division of Investment Management opposes the matters proposed herein. ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS. --------------------------------- A. EXHIBITS. -------- (no additional exhibits are being filed with this Post-Effective Amendment) B. FINANCIAL STATEMENTS. -------------------- FS-1 NiSource Inc. Consolidated Balance Sheet as of December 31, 2003 and Consolidated Statement of Income for the year ended December 31, 2003 (incorporated by reference to NiSource Inc.'s Annual Report on Form 10-K for the year ended December 31, 2003) (File No. 1-16189). ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS. --------------------------------------- The proposed transaction does not involve a "major federal action" nor does it "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 proposed transaction that are the subject of this Post-Effective Amendment will not result in changes in the operation 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 proposed transaction. 6 SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies has duly caused this Post-Effective Amendment to be signed their behalves by the undersigned thereunto duly authorized. NiSource Inc. Northern Indiana Public Service Company EnergyUSA, Inc. NiSource Capital Markets, Inc. NiSource Finance Corp. NiSource Development Company, Inc. NI Energy Services, Inc. NiSource Corporate Services Company NiSource Energy Technologies, Inc. NiSource Retail Services, Inc. Kokomo Gas and Fuel Company KGF Trading Company Northern Indiana Fuel and Light Company, Inc. Northern Indiana Trading Company, Inc. Bay State Gas Company Northern Utilities, Inc. PEI Holdings, Inc. Granite State Transmission, Inc. Crossroads Pipeline Company IWC Resources Corporation 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 Network Services Corporation Columbia Atlantic Trading Corporation Columbia Deep Water Services Company Columbia Accounts Receivable Corporation NiSource Insurance Corporation Limited Columbia Gulf Transmission Company Columbia Gas Transmission Corporation (signatures continued on next page) 7 Columbia Network Services Corporation CNS Microwave, Inc. Columbia Energy Services Corporation Columbia Remainder Corporation Columbia Assurance Agency, Inc. By: /s/ Jeffrey W. Grossman ------------------- Name: Jeffrey W. Grossman Title: Vice President Date: March 17, 2004 8