CONSOLIDATED NATURAL GAS CO
35-CERT, 1994-01-31
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE> 1
 
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
_____________________________________________
                                             :
         In the Matter of                    :         CERTIFICATE
                                             :              of
 CONSOLIDATED NATURAL GAS COMPANY            :         NOTIFICATION
    Pittsburgh, Pennsylvania                 :             NO. 8
                                             :         ____________
        CNG ENERGY COMPANY                   :
                                             :         TRANSACTIONS
         File No. 70-7909                    :         DURING PERIOD
 (Public Utility Holding Company Act of 1935):
_____________________________________________        October 1, 1993
                                                         through
                                                    December 31, 1993

TO THE SECURITIES AND EXCHANGE COMMISSION:

    By Order dated December 26, 1991 (HCAR No. 25446) ("Order") in the

above-captioned proceeding, the Securities and Exchange Commission

("Commission") permitted the Application-Declaration of Consolidated

Natural Gas Company ("Consolidated"), as amended, to become effective,

thereby authorizing Consolidated to provide up to $15 million of

financing to CNG Energy Company ("CNG Energy") for its preliminary

project development and administrative activities ("Preliminary

Activities") in connection with its possible investments in qualifying

and cogeneration facilities located within the United States.  Such

activities are to be financed through: (1) the purchase of common

stock of CNG Energy; (2) open account advances from Consolidated; or

(3) long-term loans.

    By Supplemental Order dated October 8, 1992 (HCAR No. 35-25651)

("Supplemental Order"), Consolidated and CNG Energy were authorized to

fund up to $50 million, through December 31, 1996, to a qualifying

cogeneration facility in Lakewood, New Jersey ("Lakewood Project").

The funding will be channeled from Consolidated to CNG Energy, from


<PAGE> 2
 

CNG Energy to CNG Lakewood, Inc. ("CNG Lakewood"), from CNG Lakewood

to Lakewood Cogeneration, L.P. ("Partnership") and from the

Partnership to the Lakewood Project.  (Alternatively, CNG Energy may

bypass CNG Lakewood and invest directly in the Partnership.)  The

funding will be financed through: (1) common stock acquisitions, (2)

open account advances, or (3) long-term loans.

    This Certificate is filed in accordance with Rule 24, as a

notification that the transactions authorized by said Order and said

Supplemental Order have been carried out in accordance with the terms

and conditions of and for the purposes represented by said

Application-Declaration and said Order. A balance sheet as of the end

of the reporting quarter for the Cogeneration Division of CNG Energy

is set forth in Exhibit A.

    The following table indicates the transactions carried out by CNG

Energy pursuant to the Order and the Supplemental Order for the

quarter and cumulatively:


<PAGE> 3


                            Transactions         Transactions
                            Relating to          Relating to
                               Order         Supplemental Order
                            (Preliminary       (Lakewood after
                             Activities)           10/8/92)
                            ____________     ___________________

(1)  Issuance of Common
     Stock of CNG Energy
     $1,000 par value:
         For this Period            -0-              -0-
         Cumulative                 -0-              -0-

(2)  Long-Term Loans:
         For this Period            -0-              -0-
         Cumulative                 -0-              -0-

(3)  Open Account Advances:
         For this Period      $     -0-        $  130,000
         Cumulative            1,235,000       $1,010,000

(4)  Total Financings:
         For this Period      $     -0-        $  130,000
         Cumulative            1,235,000       $1,010,000



    The "past-tense" opinion required by paragraph F(2) of the

instructions as to exhibits for Form U-1 will be filed when all of the

transactions authorized pursuant to said Orders have consummated.
 

                                     CONSOLIDATED NATURAL GAS COMPANY
                                     CNG ENERGY COMPANY
 
 
 
                                     H. P. Payne, Jr.
                                     Their Attorney
 
Dated this 31st day
of January, 1994



<PAGE> 1
                                                             Exhibit A
 
                             CNG Energy Company
                     Cogeneration Division Balance Sheet
                      December 31, 1993 (Unaudited) (1)
                           (Thousands of Dollars)
 
                                                          Cogeneration
Assets                                                      Division
______                                                    ____________
 
Property, plant and equipment
      Total investment  . . . . . . . . . . . . . . . . .   $   690
        Less accumulated depreciation . . . . . . . . . .       237
                                                            _______
           Net property, plant and equipment  . . . . . .       453
 
Cash . . . . . . .. . . . . . . . . . . . . . . . . . . .        10
Investments, at cost  . . . . . . . . . . . . . . . . . .     4,650
Investments, at equity. . . . . . . . . . . . . . . . . .    15,636
Accounts receivable . . . . . . . . . . . . . . . . . . .     4,463
Deferred charges  . . . . . . . . . . . . . . . . . . . .       -0-
                                                            _______
 
         Total assets . . . . . . . . . . . . . . . . . .   $25,212
                                                            =======
 
Stockholder's Equity and Liability
__________________________________
 
Capitalization
  Common stockholder's equity
    Common stock  . . . . . . . . . . . . . . . . . . . .   $ 8,630
  Retained earnings . . . . . . . . . . . . . . . . . . .    (6,594)
                                                            _______
 
         Total common stockholder's equity. . . . . . . .     2,036
 
Long term notes payable to parent company . . . . . . . .     6,160
                                                            _______
 
         Total capitalization . . . . . . . . . . . . . .     8,196
 
Total current liabilities . . . . . . . . . . . . . . . .     9,180
 
Accumulated deferred income taxes . . . . . . . . . . . .     7,836
                                                            _______
 
 
Total stockholder's equity and liabilities. . . . . . . .   $25,212
                                                            =======

(1)  This balance sheet has not been audited by the Company's
     independent auditors.



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