1 File No. 1-1098 FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ANNUAL REPORT PURSUANT TO SECTION 15(d) of the SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM The Columbia Gas System, Inc. 20 Montchanin Road Wilmington, Delaware 19807 2 EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM INDEX TO FINANCIAL STATEMENTS AND SCHEDULES AS OF DECEMBER 31, 1994 AND 1993 Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . 3 Statements of Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Statement of Changes in Net Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Schedule A - Statements of Net Assets . . . . . . . . . . . . . . . . . . . . . . . . . 14 Schedule B - Statement of Changes in Net Assets . . . . . . . . . . . . . . . . . . . . 21 Item 27(a) - Schedule of Assets Held for Investment Purposes. . . . . . . . . . . . . . 23 Item 27(d) - Schedule of Reportable Transactions. . . . . . . . . . . . . . . . . . . . 24 Federal Tax Consequences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 All other schedules are omitted as they are not applicable or are not required based on the disclosure requirements of the Employee Retirement Income Security Act of 1974 and applicable regulations issued by the Department of Labor. -2- 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Thrift Plan Committee of the Employees' Thrift Plan of Columbia Gas System: We have audited the accompanying statements of net assets of the Employees' Thrift Plan of Columbia Gas System (the "Plan") as of December 31, 1994 and 1993, and the related statement of changes in net assets for the year ended December 31, 1994. These financial statements and schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with Generally Accepted Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial status of the Employees' Thrift Plan of Columbia Gas System as of December 31, 1994 and 1993, and the changes in its financial status for the year ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole, except as discussed in the following paragraph. As explained in the notes thereto, information certified by the trustees and presented in the schedule of assets held for investment purposes and the schedule of reportable transactions does not disclose the historical cost of certain investments. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. As discussed in Note 2, on July 31, 1991, The Columbia Gas System, Inc. ("Columbia") and its wholly owned subsidiary Columbia Gas Transmission Corporation ("Transmission") filed separate voluntary petitions seeking protection under Chapter 11 of the Federal Bankruptcy Code. Columbia and Transmission are currently operating as debtors-in-possession subject to the jurisdiction of the Bankruptcy Court and filed plans of reorganization with the Court to emerge from Chapter 11. Although there can be no assurance Columbia and Transmission will be able to complete a successful reorganization or what the impact of such reorganization may be, the Plan is not included in the Chapter 11 filings and management does not currently believe the pendency -3- 4 and resolution of such filings will adversely affect the reported financial status of the Plan. Although it is management's intention to continue to operate the Plan, it is not possible to determine the ultimate effect, if any, of the bankruptcy proceedings upon the future operations of the Plan. ARTHUR ANDERSEN LLP New York, New York June 23, 1995 -4- 5 EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENTS OF NET ASSETS December 31, 1994 December 31, 1993 ----------------- ----------------- Assets - ------ Investments: Columbia Stock Fund $155,378,724 $145,239,646 Confederation Life GIC 6,838,984 7,067,099 Fidelity Mutual Funds: Retirement Money Market Portfolio 28,275,251 25,147,456 Ginnie Mae Portfolio -- 4,047,167 Magellan Fund 19,562,197 16,198,590 Contrafund 1,871,184 -- Growth Company Fund 792,201 -- Growth & Income Portfolio 18,037,123 16,292,041 Intermediate Bond Fund 44,825,705 55,415,046 Overseas Fund 8,062,282 6,314,414 Europe Fund 882,814 -- Pacific Basin Fund 1,193,399 -- Balanced Fund 13,775,972 13,657,686 Capital Appreciation Fund 760,419 -- Short-Term Bond Portfolio 2,942,976 -- U.S. Equity Index Portfolio 38,689,121 41,091,202 ESOP (Note 5) 33,309,119 31,714,837 ------------ ------------ 375,197,471 362,185,184 Employer Contributions Receivable 984,750 934,189 Participant Deposits Receivable 1,730,644 1,648,240 ------------ ------------ Total Assets $377,912,865 $364,767,613 Liabilities - ----------- ESOP Loan Payable (Note 5) $ 86,992,707 $ 86,992,707 Interest Payable on ESOP Loan 28,875,989 19,291,000 ------------ ------------ Net Assets $262,044,169 $258,483,906 ============ ============ The accompanying notes to financial statements and schedules are an integral part of these statements. -5- 6 EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF CHANGES IN NET ASSETS For the Year Ended December 31, 1994 Net Assets, beginning of year $258,483,906 Net Investment Income 9,374,325 Net Realized Gain on Securities Sold or Distributed 4,498,522 Net Change in Unrealized Depreciation on Investments (4,992,103) Participants' Deposits 21,787,948 Columbia's Contributions 11,857,777 Distributions to Participants (29,381,217) Interest Expense on ESOP Loan (9,584,989) ------------ Net Assets, end of year $262,044,169 ============= The accompanying notes to financial statements and schedules are an integral part of this statement. -6- 7 EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM NOTES TO FINANCIAL STATEMENTS AND SCHEDULES December 31, 1994 and December 31, 1993 1. Description of the Plan The Employees' Thrift Plan of Columbia Gas System (Plan) was adopted by the Board of Directors of The Columbia Gas System, Inc. (Columbia) on May 1, 1958. Its purpose is to encourage employees to adopt a regular savings program and to provide additional security for retirement. Each employee who works for a Columbia company participating in the Plan is eligible to join the Plan on the first day of any month after completing twelve months of service. Participation is voluntary, and participants are fully and immediately vested in the Plan. The Plan offers a wide range of mutual funds to Plan participants through Fidelity Investments' family of mutual funds. The investment funds offered include: Columbia Stock Fund: This Fund consists almost entirely of Columbia Common Stock. A small portion is invested in money market instruments for administrative purposes. Confederation Life Guaranteed Investment Contract (GIC): The GIC is presented in the financial statements and Item 27(a) at contract value. The contract value reasonably approximates the fair market value of the GIC, as of August 11, 1994, the date the GIC assets were frozen. The Plan acquired the GIC on January 2, 1990 for $6.5 million from Confederation Life Insurance Company of Canada (Confederation Life). It was scheduled to mature on January 2, 1995. However, on August 12, 1994, the Canadian government seized Confederation Life and on the same date the Insurance Commissioner of the State of Michigan moved to seize all Confederation Life's U.S. assets in order to protect them. Shortly after Confederation Life's U.S. assets were seized, a segregated account was established by the Plan's trustee, Fidelity Management Trust Company (Fidelity-Boston), and the GIC assets were frozen. In January 1995, in response to these events, the Thrift Plan Committee received approval from the Columbia Gas and Columbia Gas Transmission (Transmission) boards of directors for loans to be made to the Plan for the purpose of providing Plan participants access to their frozen GIC assets. The Boards' acceptance was subject to approval from the Bankruptcy Court, Securities and Exchange Commission, United States Department of Labor and Internal Revenue Service. Since January 1995 approval has been received from the Bankruptcy Court and the Securities and Exchange Commission. The response from the United States Department of Labor and the Internal Revenue Service are expected shortly. The total amount of the loans will be approximately $6.7 million. This amount represents the accumulated value of the frozen investment in the GIC, including accrued interest, as of the close of business on August 11, 1994, less a small portion that was subsequently remitted to Plan participants. Columbia's loan share is approximately two-thirds and Transmission's loan share is approximately one-third. These loans are to be made unsecured and without interest. They are to be evidenced by notes and are to be non-recourse to participants or any assets held in the Plan. Repayment will be made only from the proceeds received from -7- 8 Confederation Life (from liquidation and rehabilitation proceedings or otherwise), state guaranty funds, and other sources, including litigation, in connection with the GIC. Should the ultimate recovery of these funds from Confederation Life and other sources be less than 100 percent, full repayment will be waived, and this cost will be borne by Columbia and Transmission. Retirement Money Market Portfolio: Fidelity Retirement Money Market Portfolio seeks to maximize current income consistent with the preservation of capital. The Fidelity Retirement Money Market Portfolio invests in high quality U.S. dollar denominated money market instruments of U.S. and foreign issuers. Magellan Fund: Fidelity Magellan Fund's goal is capital appreciation. Magellan primarily invests in common stock and securities convertible into common stock of U.S., multinational, and foreign companies of all sizes and industries that offer potential for growth. Up to 20% of the Fund may be invested in debt securities. Growth & Income Portfolio: Fidelity Growth & Income Portfolio is a growth and income mutual fund that seeks long-term capital growth, current income and growth of income with reasonable investment risk. The Portfolio primarily is invested in the securities of companies with the potential for growth of earnings while paying current dividends, as well as securities convertible into common stocks, preferred stocks and fixed income securities. Intermediate Bond Fund: Fidelity Intermediate Bond Fund is an income-oriented mutual fund that seeks a high level of current income. The Fund invests primarily in investment grade (rated Baa or better by Moody's or BBB or better by S&P) corporate debt obligations, as well as obligations issued or guaranteed by the U.S. Government and its agencies or instrumentalities, U.S. banks, prime commercial paper, as well as high quality foreign debt instruments. Overseas Fund: Fidelity Overseas Fund is a growth mutual fund that seeks long-term capital growth through investments in foreign securities in both developed and emerging markets. At least 65% of its total assets are invested in securities of issuers from at least three countries outside of North America. These securities include common stock, securities convertible to common stock and debt instruments of foreign corporations and governments. Currency hedging is permitted. Balanced Fund: Fidelity Balanced Fund is a growth and income mutual fund that seeks the highest amount of income possible consistent with preservation of capital by investing in a broadly diversified portfolio of high-yielding securities, including common stocks, preferred stocks and bonds. At least 25% of Balanced Fund's assets are always invested in fixed- income securities. The Fund maintains a diversified portfolio of stocks and bonds including foreign securities from time- to-time through all market conditions. U.S. Equity Index Portfolio: Fidelity U.S. Equity Index Portfolio is a growth and income mutual fund that seeks to duplicate the composition and total return of the Standard & Poor's 500 Composite Stock Price Index (S&P). The Portfolio invests primarily in the common stock of the 500 companies that make up the S&P. -8- 9 Effective July 1, 1994, the following funds were added as investment options: Contrafund: Fidelity Contrafund seeks capital appreciation by investing primarily in undervalued domestic and foreign stocks and securities convertible into common stocks. The fund seeks companies currently out of favor with the investing public. These companies may have favorable long-term outlooks due to termination of unprofitable operations, changes in management, industry or products, or possible mergers and acquisitions. A substantial portion of the portfolio is invested in medium to small capitalization stocks. Growth Company Fund: The Fidelity Growth Company Fund focuses on capital appreciation by investing primarily in common stocks with above-average growth characteristics. Investments include both foreign and domestic securities. Growth can be measured by earnings or gross sales. Europe Fund: The Fidelity Europe Fund seeks long-term capital growth by investing in companies that have their principal business activities in Western Europe. This fund may also invest in Eastern Europe. Normally, the fund intends to maintain investments in at least three different countries, though it may at times invest all of its assets in a single country. Pacific Basin Fund: Fidelity Pacific Basin Fund seeks long-term growth of capital by investing in companies that have their principal business activities in the Pacific Basin. The fund will generally be invested in at least three different countries, although it may at times invest all of its assets in one country. Capital Appreciation Fund: Fidelity Capital Appreciation Fund is a value/contrarian fund which seeks capital appreciation by investing primarily in common stocks, but may invest in other types of securities including preferred stocks and bonds. Investments include domestic and foreign securities. These securities may be issued by well-known and established cheap and out-of-favor companies as well as smaller, lesser-known companies. The fund seeks investment opportunities in companies involved in prospective acquisitions, spinoffs, consolidations and liquidations. Short-Term Bond Portfolio: The Fidelity Short-Term Bond Portfolio seeks current income consistent with preservation of capital, by investing in a broad range of investment grade fixed income securities. The assets of the fund will be invested in securities with a maturity of 1 to 3 years. Effective June 30, 1994, the following mutual fund was terminated as an investment option: Ginnie Mae Portfolio: The portfolio invests primarily in mortgage-backed securities issued by the Government National Mortgage Association and other obligations guaranteed as to the timely payment of principal and interest by the U.S. Government, although the portfolio itself is not guaranteed by the U.S. Government. Fidelity-Boston continues to be Trustee for the Fidelity family of mutual funds. First Fidelity Bank, N.A. (Fidelity-Philadelphia) continues to be Trustee for the Columbia Stock Fund and the Employee Stock Ownership Plan (ESOP). -9- 10 Employees may deposit up to 6% of their monthly base pay subject to IRS limitations, in the various investment funds, and Columbia will match such deposits at various levels based on the period of an employee's participation in the Plan. Columbia's contributions are invested in the Columbia Stock Fund except for employees age 55 or older who may direct monthly Columbia contributions among any of those funds available for Plan participants' deposits. Employees may also invest up to an additional 10% of their monthly base pay, subject to IRS limitatins, but no additional contributions will be made by Columbia. Employee deposits may be made on an after-tax and/or before-tax basis. Before-tax deposits are not subject currently to Federal income tax but are taxable to the employee when they are withdrawn from the Plan. Prior to age 59-1/2, an active employee may withdraw before-tax deposits only under certain hardship conditions. If an employee makes a withdrawal from his account, his future deposits are subject to various suspension periods depending on the type of withdrawal. After-tax deposits are taxed before they go into the applicable Funds of the Plan; therefore, they will not be taxed again. Administrative expenses of the Plan are paid by the participating subsidiaries of Columbia. The value of participants' deposits in the Plan is reflected in Shares/Units in each applicable Fund. Each Share/Unit has a value equal to every other Share/Unit in that Fund. The value of a Share/Unit is determined daily by dividing the value of each Fund by its total number of outstanding Shares/Units. The following is a summary of the Share/Unit Values and Shares/Units outstanding as of: December 31, December 31, 1994 1993 ------------------------------ --------------------------- Share/Unit Shares/ Unit Value Units Value Units ----------- ---------- -------- -------- ($) ($) Columbia Stock Fund 8.65 17,958,914 8.29 17,524,511 Confederation Life GIC 1.00 6,838,984 1.00 7,067,099 Retirement Money Market Portfolio 1.00 28,275,251 1.00 32,214,555 Ginnie Mae Portfolio -- -- 10.86 372,667 Magellan Fund 66.80 292,847 70.85 228,632 Contrafund 30.28 61,796 -- -- Growth Company Fund 27.26 29,061 -- -- Growth & Income Portfolio 21.09 855,245 22.22 733,215 Intermediate Bond Fund 9.83 4,560,092 10.78 5,140,542 Overseas Fund 27.30 295,322 27.43 230,201 Europe Fund 20.00 44,141 -- -- Pacific Basin Fund 16.19 73,712 -- -- Balanced Fund 12.29 1,120,909 13.39 1,019,991 Capital Appreciation Fund 15.31 49,668 -- -- Short-Term Bond Portfolio 8.60 342,206 -- -- U.S. Equity Index Portfolio 16.91 2,287,943 17.27 2,379,340 As of December 31, 1994 and 1993, the only security held by the Plan in excess of 5% of net assets was Columbia common stock, valued at $155,378,724 and $145,239,646, respectively. -10- 11 The above is a brief description of the Plan and is provided for general information purposes only. Participants should refer to the Plan documents for more complete information. 2. Chapter 11 Bankruptcy filings On July 31, 1991, Columbia and its wholly-owned subsidiary, Transmission, filed separate voluntary petitions seeking protection under Chapter 11 of the Federal Bankruptcy Code. Columbia and Transmission are currently operating as debtors-in-possession subject to the jurisdiction of the Bankruptcy Court. On April 17, 1995, Columbia and Transmission filed plans of reorganization with the Court to emerge from Chapter 11. Although there can be no assurance Columbia and Transmission will be able to complete a successful reorganization or what the impact of such reorganization may be, the Plan is not included in the Chapter 11 filings and management does not currently believe the pendency and resolution of such filings will adversely affect the reported financial status of the Plan. Although it is management's intention to continue to operate the Plan indefinitely, it is not possible to determine the ultimate effect, if any, of the bankruptcy proceedings upon the future operations of the Plan. 3. Summary of significant accounting policies (A) Valuation of Investments. The assets of the Plan are reflected in the accompanying Statements of Net Assets based on quoted market prices and per share net asset value. The investment contract is based on contract value, which reasonably approximated the fair market value of the asset as of August 11, 1994. (B) Basis of accounting. The accounts of the Plan have been maintained on a modified cash basis of accounting by Fidelity-Boston for the family of mutual funds, and by Fidelity-Philadelphia for the Columbia Stock Fund and the ESOP Suspense Account, which holds the unallocated shares under the ESOP; however, the accompanying financial statements have been prepared on an accrual basis, by application of memorandum entries to reflect: (1) participants' deposits and Columbia's contributions receivable; (2) ESOP loan payable; and (3) interest payable on ESOP loan. (C) Net realized gain (loss) on securities sold or distributed. The cost of securities sold or distributed is determined on the revalued cost of assets basis, whereby the cost of assets is adjusted to reflect the market value of assets as of the prior year end. The Plan recognized gains and losses on the sale of securities and the distribution of Columbia Gas Common Stock to withdrawn participants in settlement of their accounts equal to the difference between the revalued cost and market value of the securities sold or distributed through December 31, 1994. Sales of temporary investments, such as demand notes, United States Treasury Bills, Certificates of Deposit and commingled funds of money market instruments, have been excluded because no gains or losses resulted. -11- 12 (D) Unrealized appreciation (depreciation) of investments. Fidelity-Boston determines the market value of all assets and share values on a daily basis. Unrealized appreciation (depreciation) is equal to the difference between the revalued cost of assets and market value of assets at December 31, 1994. (E) Financial derivative disclosure. Plan assets are invested through thirteen mutual funds, any of which could from time-to-time utilize financial derivatives. New Generally Accepted Accounting Principles disclosure requirements require investment managers of such funds, e.g., Fidelity, to list in their financial statements the amount and purpose of such derivatives. Participants are provided with copies of the mutual funds' financial statements directly from Fidelity on a regular basis and should refer to these for information on this issue. Generally speaking, the investment managers use derivatives to hedge against certain unwanted actions, e.g., interest rate movements and foreign currency changes. 4. Participating Companies The names of the participating companies, as of December 31, 1994, with contributions for the year ended December 31, 1994 are shown below: Columbia Contributions ------------- Columbia Coal Gasification Corp. . . . . . . . . . . . $ 10,051 Columbia Gas Development Corp. . . . . . . . . . . . . 279,957 Columbia Gas Transmission Corp. . . . . . . . . . . . . 3,716,469 Columbia Gas of Kentucky, Inc. . . . . . . . . . . . . 301,155 Columbia Gas of Maryland, Inc. . . . . . . . . . . . . 78,977 Columbia Gas of Ohio, Inc. . . . . . . . . . . . . . . 3,813,000 Columbia Gas of Pennsylvania, Inc. . . . . . . . . . . 1,003,693 Columbia Gas System Service Corp. . . . . . . . . . . . 734,641 Columbia Gulf Transmission Company . . . . . . . . . . 776,150 Columbia Propane Corp. . . . . . . . . . . . . . . . . 17,641 Columbia LNG Corp. . . . . . . . . . . . . . . . . . . 28,336 Columbia Natural Resources . . . . . . . . . . . . . . 449,943 Commonwealth Gas Services, Inc. . . . . . . . . . . . . 389,983 Commonwealth Propane, Inc. . . . . . . . . . . . . . . 186,988 TriStar Ventures Corp. . . . . . . . . . . . . . . . . 27,212 Columbia Energy Services. . . . . . . . . . . . . . . . 43,581 ---------- Total . . . . . . . . . . . . . . . . . . . . . . . $11,857,777 =========== 5. Employee Stock Ownership Plan In 1990, Columbia established an ESOP. The ESOP was designed to pre-fund a portion of the matching obligation under the terms of the Thrift Plan and to utilize tax advantages afforded by the Internal Revenue Code. In October 1991, the Board of Directors of Columbia authorized the termination of the ESOP subject to the approval of the Bankruptcy Court. It is anticipated that the termination will be part of Columbia's plan of reorganization. Upon termination, any shares of common stock of Columbia remaining in the ESOP Trust account would be sold and the proceeds paid to the holders of debentures issued under the ESOP. Any unpaid balance due would become subject to the subordinate guarantee of Columbia and become a claim to be resolved as part of the reorganization plan. -12- 13 In March, 1993, First National Bank of Boston (FNBB), Trustee for the Indenture under which the ESOP debt was issued, filed a complaint against Columbia alleging tortious interference with contract for failure to pay debt service and breach of fiduciary duty. On March 24, 1994, the Bankruptcy Court issued an order denying Columbia's motion for summary judgment on the pleadings. Columbia appealed this order to the U.S. District Court. On May 12, 1995, the U.S. District Court affirmed the Bankruptcy Court's order. Columbia believes that it has meritorious defenses to FNBB's claims and that the non-payment of ESOP debt will not affect the participants' benefits under the Plan, as Columbia expects the outstanding ESOP debt balance will be satisfied upon its emergence from bankruptcy. 6. Distributions As of December 31, 1994 and 1993, amounts due to participants who had requested a withdrawal were $1,780,803 and $1,972,785, respectively. 7. Tax Status See "Federal Tax Consequences" located elsewhere in this document for additional discussion of the tax status. The Plan received a favorable determination letter from the Internal Revenue Service in which it ruled that the Plan is in compliance with Section 401(a) and 401(k) and is exempt from taxation under Section 501(a) of the Internal Revenue Code (IRC). The Company and legal counsel are of the opinion that the Plan, as amended, meets the IRC requirements and, therefore, continues to be tax-exempt. 8. Other Schedules A and B below reflect additional detail by Fund of the accompanying Statements of Net Assets, for the years ended December 31, 1994 and December 31, 1993 and Statement of Changes of Net Assets for the year ended December 31, 1994. -13- 14 Schedule A (p. 1 of 3) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF NET ASSETS For the Year Ended December 31, 1994 COLUMBIA CONFEDERATION RETIREMENT ASSETS TOTAL STOCK FUND LIFE GIC MONEY MARKET GINNIE MAE MAGELLAN - ------------------------------------------------------------------------------------------------------------------------ Investments: Columbia Stock Fund $155,378,724 $155,378,724 Confederation Life GIC 6,838,984 $6,838,984 Fidelity Mutal Funds: Retirement Money Market 28,275,251 $28,275,251 Portfolio Ginnie Mae Portfolio -- -- Magellan Fund 19,562,197 $19,562,197 Contrafund 1,871,184 Growth Company Fund 792,201 Growth & Income 18,037,123 Portfolio Intermediate Bond Fund 44,825,705 Overseas Fund 8,062,282 Europe Fund 882,814 Pacific Basin Fund 1,193,399 Balanced Fund 13,775,972 Capital Appreciation Fund 760,419 Short-Term Bond Portfolio 2,942,976 U.S. Equity Index Portfolio 38,689,121 ESOP 33,309,119 375,197,471 155,378,724 6,838,984 28,275,251 -- 19,562,197 Employer Contributions Receivable 984,750 919,650 -- 11,263 -- 7,365 Participant Deposits Receivable 1,730,644 612,217 -- 160,901 -- 189,338 Total Assets 377,912,865 156,910,591 6,838,984 28,447,415 -- 19,758,900 LIABILITIES ESOP Loan Payable 86,992,707 -- -- -- -- -- Interest Payable on ESOP Loan 28,875,989 -- -- -- -- -- Net Assets $262,044,169 $156,910,591 $6,838,984 $28,447,415 -- $19,758,900 -14- 15 Schedule A (p. 2 of 3) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF NET ASSETS For the Year Ended December 31, 1994 GROWTH GROWTH & INTERMEDIATE OVERSEAS ASSETS CONTRAFUND COMPANY INCOME BOND FUND EUROPE - ------------------------------------------------------------------------------------------------------------- Investments: Columbia Stock Fund Confederation Life GIC Fidelity Mutal Funds: Retirement Money Market Portfolio Ginnie Mae Portfolio Magellan Fund Contrafund $1,871,184 Growth Company Fund $792,201 Growth & Income $18,037,123 Portfolio Intermediate Bond Fund $44,825,705 Overseas Fund $8,062,282 Europe Fund $882,814 Pacific Basin Fund Balanced Fund Capital Appreciation Short-Term Bond Portfolio U.S. Equity Index ESOP 1,871,184 792,201 18,037,123 44,825,705 8,062,282 882,814 Employer Contributions Receivable 1,543 518 10,678 9,215 4,790 222 Participant Deposits Receivable 19,464 8,534 138,671 199,452 62,500 6,698 Total Assets 1,892,191 801,253 18,186,472 45,034,372 8,129,572 889,734 LIABILITIES ESOP Loan Payable -- -- -- -- -- -- Interest Payable on ESOP Loan -- -- -- -- -- -- Net Assets $1,892,191 $801,253 $18,186,472 $45,034,372 $8,129,572 $889,734 -15- 16 Schedule A (p. 3 of 3) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF NET ASSETS For the Year Ended December 31, 1994 PACIFIC CAPITAL SHORT-TERM U.S. EQUITY ESOP ASSETS BASIN BALANCED APPRECIATION BOND INDEX - -------------------------------------------------------------------------------------------------------------------------------- Investments: Columbia Stock Fund Confederation Life GIC Fidelity Mutal Funds: Retirement Money Market Portfolio Ginnie Mae Portfolio Magellan Fund Contrafund Growth Company Fund Growth & Income Portfolio Intermediate Bond Fund Overseas Fund Europe Fund Pacific Basin Fund $1,193,399 Balanced Fund $13,775,972 Capital Appreciation $760,419 Short-Term Bond $2,942,976 Portfolio U.S. Equity Index $38,689,121 ESOP $33,309,119 1,193,399 13,775,972 760,419 2,942,976 38,689,121 33,309,119 Employer Contributions Receivable 869 8,706 457 1,595 7,879 -- Participant Deposits Receivable 12,385 96,365 7,024 24,998 192,097 -- Total Assets 1,206,653 13,881,043 767,900 2,969,569 38,889,097 33,309,119 LIABILITIES ESOP Loan Payable -- -- -- -- -- 86,992,707 Interest Payable on ESOP Loan -- -- -- -- -- 28,875,989 Net Assets $1,206,653 $13,881,043 $767,900 $2,969,569 $38,889,097 $(82,559,577) -16- 17 Schedule A (p. 1 of 4) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF NET ASSETS For the Year Ended December 31, 1993 COLUMBIA CONFEDERATION RETIREMENT ASSETS TOTAL STOCK FUND LIFE GIC MARKET MONEY GINNIE MAE - ------------------------------------------------------------------------------------------------------------------- Investments: Columbia Stock Fund $145,239,646 $145,239,646 Confederation Life GIC 7,067,099 $7,067,099 Fidelity Mutal Funds: Retirement Money Market 25,147,456 $25,147,456 Portfolio Ginnie Mae Portfolio 4,047,167 $4,047,167 Magellan Fund 16,198,590 Contrafund -- Growth Company -- Growth & Income 16,292,041 Intermediate Bond 55,415,046 Overseas 6,314,414 Europe -- Pacific Basin -- Balanced 13,657,686 Capital Appreciation Fund -- Short-Term Bond -- U.S. Equity Index 41,091,202 ESOP 31,714,837 362,185,184 145,239,646 7,067,099 25,147,456 4,047,167 Employer Contributions 934,189 864,456 -- 14,600 2,057 Receivable Participant Deposits Receivable 1,648,240 623,531 -- 159,923 30,233 Total Assets 364,767,613 146,727,633 7,067,099 25,321,979 4,079,457 LIABILITIES ESOP Loan Payable 86,992,707 -- -- -- -- Interest Payable on ESOP Loan 18,916,648 -- -- -- -- Net Assets $258,858,258 $146,727,633 $7,067,099 $25,321,979 $4,079,457 -17- 18 Schedule A (p. 2 of 4) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF NET ASSETS For the Year Ended December 31, 1993 GROWTH GROWTH & INTERMEDIATE ASSETS MAGELLAN CONTRAFUND COMPANY INCOME BOND - ------------------------------------------------------------------------------------------------------------------------- Investments: Columbia Stock Fund Confederation Life GIC Fidelity Mutal Funds: Retirement Money Market Portfolio Ginnie Mae Portfolio Magellan Fund $16,198,590 Contrafund -- Growth Company -- Growth & Income $16,292,041 Intermediate Bond $55,415,046 Overseas Europe Pacific Basin Balanced Capital Appreciation Fund Short-Term Bond U.S. Equity Index ESOP 16,198,590 -- -- 16,292,041 55,415,046 Employer Contributions Receivable 7,377 -- -- 10,210 13,433 Participant Deposits Receivable 150,884 -- -- 125,256 221,731 Total Assets 16,356,851 -- -- 16,427,507 55,650,210 LIABILITIES ESOP Loan Payable -- -- -- -- -- Interest Payable on ESOP Loan -- -- -- -- -- Net Assets $16,356,851 -- -- $16,427,507 $55,650,210 -18- 19 Schedule A (p. 3 of 4) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF NET ASSETS For the Year Ended December 31, 1993 CAPITAL ASSETS OVERSEAS EUROPE PACIFIC BASIN BALANCED APPRECIATION FUND - ------------------------------------------------------------------------------------------------------------------------ Investments: Columbia Stock Fund Confederation Life GIC Fidelity Mutal Funds: Retirement Money Market Portfolio Ginnie Mae Magellan Contrafund Growth Company Growth & Income Intermediate Bond Overseas $6,314,414 Europe -- Pacific Basin -- Balanced $13,657,686 Capital Appreciation Fund -- Short-Term Bond U.S. Equity Index ESOP 6,314,414 -- - 13,657,686 -- Employer Contributions Receivable 3,351 -- -- 9,884 -- Participant Deposits Receivable 43,156 -- -- 83,237 -- Total Assets 6,360,921 -- -- 13,750,807 -- LIABILITIES ESOP Loan Payable -- -- -- -- -- Interest Payable on ESOP Loan -- -- -- -- -- Net Assets $6,360,921 -- -- $13,750,807 -- -19- 20 Schedule A (p. 4 of 4) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF NET ASSETS For the Year Ended December 31, 1993 ASSETS Short-Term Bond U.S. Equity Index ESOP - ----------------------------------------------------------------------------------------------------------------------- Investments: Columbia Stock Fund Confederation Life GIC Fidelity Mutal Funds: Retirement Money Market Portfolio Ginnie Mae Magellan Contrafund Growth Company Growth & Income Intermediate Bond Overseas Europe Pacific Basin Balanced Capital Appreciation Fund Short-Term Bond -- U.S. Equity Index $41,091,202 ESOP $31,714,837 -- 41,091,202 31,714,837 Employer Contributions Receivable -- 8,821 -- Participant Deposits Receivable -- 210,289 -- Total Assets -- 41,310,312 31,714,837 LIABILITIES ESOP Loan Payable -- -- 86,992,707 Interest Payable on ESOP Loan -- -- 18,916,648 Net Assets -- $41,310,312 $(74,194,518) -20- 21 Schedule B (p. 1 of 2) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF CHANGES IN NET ASETS FOR THE YEAR ENDED DECEMBER 31, 1994 COLUMBIA RETIREMENT CONFEDERATION TOTAL STOCK FUND MONEY MARKET LIFE GIC GINNIE MAE MAGELLAN ============================================================================================================================ Net Assets, Beginning of Year $258,858,258 $146,727,633 $25,321,979 $7,067,099 $4,079,457 $16,356,851 Net Investment Income 9,374,325 -- 1,199,019 343,824 108,822 714,182 Net Realized Gain/(Loss) on Securities Sold or Distributed 4,498,522 6,110,315 -- (243,099) (432,059) Net Change Unrealized Appreciation/(Depreciat ion) of Investments (4,992,103) 1,328,947 -- 176 (642,621) Participants' Deposits 21,787,948 7,419,165 2,613,229 162,257 2,356,173 Columbia Contributions 11,857,777 11,023,371 164,037 10,404 98,431 Distributions (29,381,217) (11,306,284) (6,585,222) (1,573) (226,844) (953,226) Interfund Exchanges -- (4,392,556) 5,734,373 (570,366) (3,891,173) 2,261,169 Interest Expense on ESOP Loan (9,959,341) -- -- -- -- Net Assets, End of Year $262,044,169 $156,910,597 $28,447,415 $6,838,984 -- $19,758,900 GROWTH GROWTH & CONTRAFUND COMPANY INCOME ========================================================================= Net Assets, Beginning of -- Year -- $16,427,507 Net Investment Income -- 30,072 1,327,180 Net Realized Gain/(Loss) on Securities Sold or Distributed 2,246 472 (55,921) Net Change Unrealized Appreciation/ (Depreciation) of Investments 19,416 (23,230) (917,924) Participants' Deposits 101,648 43,379 1,728,850 Columbia Contributions 7,179 2,163 134,858 Distributions (16,642) (6,146) (1,399,360) Interfund Exchanges 1,778,344 754,543 941,282 Interest Expense on ESOP Loan -- -- -- Net Assets, End of Year $1,892,191 $801,253 $18,186,472 -21- 22 Schedule B (p. 2 of 2) EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM STATEMENT OF CHANGES IN NET ASETS FOR THE YEAR ENDED DECEMBER 31, 1994 INTERMEDIATE CAPITAL BOND OVERSEAS EUROPE PACIFIC BASIN BALANCED APPRECIATION ============================================================================================================================ Net Assets, Beginning of Year $55,650,210 $6,360,921 -- -- $13,750,807 -- Net Investment Income 3,491,224 139,730 13,889 143,860 471,211 70,362 Net Realized Gain/(Loss) on Securities Sold or Distributed (817,148) 264,622 18,496 (5,023) (294,323) 372 Net Change Unrealized Appreciation/ (Depreciation) of Investments (3,801,648) (382,095) (9,396) (208,197) (1,046,517) (54,158) Participants' Deposits 2,570,628 760,919 39,275 73,510 1,178,972 24,710 Columbia Contributions 126,813 55,448 2,328 4,221 112,054 2,541 Distributions (4,458,407) (443,766) (128) (16,563) (853,587) (5,574) Interfund Exchanges (7,727,300) 1,373,793 825,270 1,214,845 562,426 729,647 Interest Expense on ESOP Loan -- -- -- -- -- -- Net Assets, End of Year $45,034,372 $8,129,572 $889,734 $1,206,653 $13,881,043 $767,900 SHORT-TERM INDEX BOND U.S. EQUITY ESOP =========================================================================== Net Assets, Beginning of Year -- $41,310,312 $(74,194,518) Net Investment Income 85,548 1,234,294 1,108 Net Realized Gain/(Loss) on Securities Sold or Distributed 453 (50,881) -- Net Change Unrealized Appreciation/ (Depreciation) of Investments (112,833) (735,197) 1,593,174 Participants' Deposits 178,893 2,536,340 -- Columbia Contributions 13,232 100,697 -- Distributions (190,085) (2,917,810) -- Interfund Exchanges 2,994,361 (2,588,658) -- Interest Expense on ESOP Loan -- -- (9,959,341) Net Assets, End of Year $2,969,569 $38,889,097 $(82,559,577) -22- 23 Employer ID#: 13-1594808 Plan #: 002 EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1994 Identity of Issue, Borrower, Lessor, or Similar Party Description of Investment Cost(3) Value --------------------- ------------------------------------ ------- -------------- Columbia 17,958,914 units of Columbia Stock Fund(1) -- $155,378,724 Fidelity-Boston 28,275,251 shares of Money Market Portfolio -- 28,275,251 Confederation Life 8.8% Guaranteed Investment Contract -- 6,838,984 Fidelity-Boston 292,847 shares of Magellan Fund -- 19,562,197 Fidelity-Boston 61,796 shares of Contrafund -- 1,871,184 Fidelity-Boston 29,061 shares of Growth Company Fund -- 792,201 Fidelity-Boston 855,245 shares of Growth & Income Portfolio -- 18,037,123 Fidelity-Boston 4,560,092 shares of Intermediate Bond Fund -- 44,825,705 Fidelity-Boston 295,322 shares of Overseas Fund -- 8,062,282 Fidelity-Boston 44,141 shares of Europe Fund -- 882,814 Fidelity-Boston 73,712 shares of Pacific Basin Fund -- 1,193,399 Fidelity-Boston 1,120,909 shares of Balanced Fund -- 13,775,972 Fidelity-Boston 49,668 shares of Capital Appreciation Fund -- 760,419 Fidelity-Boston 342,206 shares of Short-Term Bond Portfolio -- 2,942,976 Fidelity-Boston 2,287,943 shares of U.S. Equity Index Portfolio -- 38,689,121 Columbia ESOP(2) -- 33,309,119 ------------ TOTAL THRIFT PLAN(3) $375,197,471 ============ (1) Actual shares of The Columbia Gas System, Inc. Common Stock held equals 6,557,093. (2) Actual shares of The Columbia Gas System, Inc. Common Stock held equals 1,416,155. (3) Records are maintained by Fidelity-Boston on a fair market value basis; therefore, cost basis information is unavailable. -23- 24 Employer ID#: 13-1594808 Plan #: 002 EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM Item 27(d) Schedule of Reportable Transactions Individual Transactions By Issue For The Year Ended December 31, 1994 Identity Description Purchase Cost of Current Value of Asset on of Party of Asset Price Selling Price Expenses Asset Transaction Date Net Gain (Loss) ----------- ------------ --------- ------------- -------- --------- ---------------- --------------- No Reportable Transactions. NOTE: There were no lease rentals during the year. -24- 25 Employer ID#: 13-1594808 Plan #: 002 EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM Item 27(d) Schedule of Reportable Transactions Cumulative Transaction By Issue For The Year Ended December 31, 1994 Identity Description Purchase Selling of Party of Asset Price Price ---------------- --------------------- ------------- ------------ Columbia Columbia Stock Fund $ 35,221,211 $32,513,131 Fidelity-Boston Retirement Money Market 32,023,067 30,094,830 Portfolio Fidelity-Boston Magellan Fund 15,436,865 10,998,578 Fidelity-Boston Intermediate Bond Fund 9,156,154 15, 126,699 Current Value of Identity Cost of Asset on Net Gain of Party Expenses Asset(1) Transaction Date(1) or(Loss) ---------------- -------- ----------- -------------------- -------- Columbia -- -- -- $110,176 Fidelity-Boston -- -- -- -- Fidelity-Boston -- -- -- 81,848 Fidelity-Boston -- -- -- 239,981 (1) Records are maintained by Fidelity-Boston; cost and current value information are unavailable. NOTE: There were no lease rentals during the year. -25- 26 FEDERAL TAX CONSEQUENCES Thrift Plan accounts can be paid in different ways and at different times - depending on the needs and the various alternatives requested by the participants. Accordingly, the federal, state and local tax laws may affect each participant's individual situation. It is not possible to explain here all of the tax implications of each individual situation. Thus, each participant should seek competent advice from a tax advisor prior to requesting a distribution from the Thrift Plan. Generally: - after-tax deposits are taxed before they go into the Plan so they will not be taxed again. - before-tax deposits are not subject to federal income tax before they go into the Plan and as long as they remain in the Plan, but are generally taxable when received. - before-tax deposits are subject to current Social Security taxes, and may be subject to current state and local taxes as well. - withdrawals of investment earnings, Columbia contributions, or before-tax deposits are subject to federal income tax; an additional 10% tax is payable if the withdrawal is made prior to age 59-1/2, with the following exceptions: - withdrawals made because of disability, or death; - withdrawals made after the participant's separation from service after attainment of age 55; - withdrawals after the participant's separation from service payable at least annually in substantially equal installments over the life (or life expectancy) of the employee or the joint lives (or life expectancies) of the participant and a designated beneficiary; - withdrawals made to cover a family member's deductible medical expenses; and - withdrawals made to comply with a qualified domestic relations order (QDRO). Note: A QDRO arises out of court proceedings in which a spouse, child or other dependent is awarded a share of the participant's Thrift Plan account as a marital asset. The 1/1/87 Tax Rule During employment, a participant may withdraw after-tax deposits placed into the Plan before 1/1/87 without federal tax liability, since these monies were taxed before being deposited. The situation is different as to withdrawals of after-tax deposits placed into the Plan on or after 1/1/87. Participants may not withdraw only their deposits. To accelerate collection of tax the federal tax law requires that each withdrawal be prorated among after-tax deposits, before-tax deposits and investment earnings. -26- 27 Subject to the exceptions noted above, when taxable amounts are withdrawn, federal income tax plus an additional 10% tax is due if the withdrawal is made prior to age 59-1/2. Taxation of A Hardship Withdrawal Hardship withdrawals are subject to the federal income tax plus the additional 10% tax unless they are made on or after the date on which the participant attains age 59-1/2 or are made to cover a family member's deductible medical expenses. Lump Sum Distributions A "lump sum distribution" qualifies for special treatment under the federal tax laws. A lump sum distribution is the payment, within the same year, of the participant's entire balance under the Plan that is payable (i) on account of the participant's disability or death, (ii) after the participant has reached age 59-1/2, or (iii) on account of the participant's separation from employment. Except in the case of payments to a beneficiary on account of the participant's death, the participant must also have been a participant in the Thrift Plan for five years. The following rules apply to lump sum distributions: 1. The portion of the distribution representing a return of after-tax deposits is not subject to federal income tax. If the participant was age 50 or older before January 1, 1986, he may make a one-time election (before or after reaching age 59 1/2) of a special "ten-year averaging" available under pre-1987 tax law, or a special "five-year averaging" available under the Tax Reform Act of 1986. In general, ten-year averaging allows the participant to calculate the tax on his distribution separately from other income as if equal portions of the distribution were received over a ten-year period using 1986 tax rates. If elected, pre-1987 capital gain rules (using a 20% tax rate) will apply to the taxable portion allocated to years prior to 1974. Five-year averaging is similar, but the averaging period is shorter, as the name implies, and uses the tax rates in effect in the year of the distribution. Participants must have attained the age of 59-1/2 in order to elect five-year averaging. If the participant was younger than age 50 on January 1, 1986, he can only make a one-time election of "five-year averaging" provided his account is paid in a lump sum after reaching age 59-1/2. 2. Unless the participant otherwise elects, taxation of net unrealized appreciation on Columbia stock distributed in a lump sum is deferred until the shares are sold. At that time, gains realized will be considered as long-term capital gains to the extent of the unrealized appreciation at the time of the distribution. If the value of the stock has increased between the time of the distribution and sale, the additional gain is subject to the normal holding period on capital gains. The five-year participation requirement for lump sum treatment does not apply. -27- 28 If a participant's distribution of Columbia stock does not qualify for lump sum treatment, then the deferral of taxation for net unrealized appreciation applies only to stock attributable to a participant's after-tax participant contributions. Annuity Distributions and Periodic Payments If the participant elects to receive a distribution in the form of an annuity, or in a series of equal periodic payments over more than one year, a portion of each payment will be considered non-taxable to the extent it represents a participants after tax deposits. In general, the portion that is not taxable is determined by multiplying each payment by a fraction, the numerator of which is the participant's total after-tax deposits (if any) and the denominator of which is the total expected payments. If the participant's payments started after December 31, 1986, then the following rule applies: once the total amount of payments treated as non-taxable equals the total amount of the participant's after-tax deposits, all subsequent payments are fully taxable. If a participant's payments started before January 1, 1987, this rule does not apply. Furthermore, if the participant's payments started on or before July 1, 1986 and all of his after-tax deposits were recoverable within the first three years, after-tax deposits were treated as recovered first (and therefore nontaxable), with all subsequent payment being fully taxable. Other Rules Different rules may apply to payments made directly to beneficiaries and to payments to persons who are "alternate payees" under a QDRO. Under the Tax Reform Act of 1986, an additional excise tax of 15% may also apply where an individual receives, within one calendar year, retirement distributions from one or more qualified plans in excess of a specific statutory amount. Required Withholding As of January 1, 1993, the Plan is required by federal law to withhold 20% from the taxable portion of any cash distribution of the participant's Thrift Plan Account made directly to the participant. The participant may avoid the 20% withholding only by arranging for the Plan to make the distribution on the participant's behalf directly to an Individual Retirement Account (IRA) or other qualified benefit plan or annuity. Pursuant to this arrangement, a participant may not personally receive any distribution of his Plan interest. However, the required 20% withholding does not apply to the following distributions: - payments that will continue over the participant's life or life expectancy or over the joint lives or life expectancies of the participant and a beneficiary; - payments payable in installments over 10 years or more; - required distributions after age 70-1/2; - corrective distributions; or - payments expected to total less than $200 annually. -28- 29 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Thrift Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. EMPLOYEES' THRIFT PLAN OF COLUMBIA GAS SYSTEM June 28, 1995 By /s/ M. W. O'Donnell -------------------------------- M. W. O'Donnell Chief Financial Officer -29-