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File Number 70-8525
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other party)
CNG ENERGY COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President
and General Counsel
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
N. F. CHANDLER, General Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
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File Number 70-8525
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company et al. hereby amend their
application-declaration under the above file number as follows:
Item 1. Description of Proposed Transaction
___________________________________
1. The following is added as a new paragraph at the end of the section
"Proposed Investment in Bear Mountain."
"CNG Energy has agreed to pay the amount of the purchase price for
its interests in the Facility after conducting a study of the
facility's asset value, debt financing arrangements, anticipated cash
flow and quality of management. CNG Energy has investment guidelines
in place for cogeneration investments which include both an after-tax
discounted cash flow analysis and a book net income analysis. The
price for the purchase of the interests in the Partnership was
determined by solving for an amount that met or exceeded the minimum
investment guidelines utilizing these two techniques.
The cash flow used in the analysis was derived from analyzing the
numerous project contracts that had already been negotiated between
Destec and third parties. The after-tax discounted rate of return on
the investment in the Partnership is expected to be in excess of the
Federal Energy Regulatory Commission and State regulated returns on
other investments by Consolidated utility subsidiaries."
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2. The following sentence is added at the end of the first paragraph
under "Financing of Bear Mountain."
"Neither CNG Energy nor CNG Bear will provide any funds for
construction of the Facility."
3. Insert the following after the first sentence in the fourth
paragraph under "Financing of Bear Mountain."
"Pursuant to the proposed transaction, CNG Energy and CNG Bear will, in
the aggregate, assume one-half of this $12,000,000 commitment to make
equity contributions to the Partnership."
Item 6. Description of Proposed Transaction
___________________________________
The following exhibit is made a part of this statement:
(a) Exhibits
F Opinion of counsel for Consolidated and CNG Energy.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment to be signed
on its behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By L. D. Johnson
Executive Vice President
and Chief Financial Officer
CNG ENERGY COMPANY
By N. F. Chandler
Its Attorney
Date: December 22, 1994
<PAGE> 1 EXHIBIT F
December 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8525
Dear Sirs:
The following opinion is rendered in accordance with the requirements of
Exhibit F to Form U-1 of the Securities and Exchange Commission ("SEC") with
respect to the transactions proposed ("Proposed Transactions") by Consolidated
Natural Gas Company ("Consolidated") and CNG Energy Company ("CNG Energy"),
(referred collectively as the "Companies"), in the Application-Declaration at
SEC File No. 70-8545, as amended ("Application-Declaration"). In the
Application-Declaration authority is requested for CNG Energy to finance a
new, limited purpose subsidiary, CNG Bear Mountain, Inc. ("CNG Bear"), which
will acquire a 1% general partnership interest in Bear Mountain Limited
("Partnership"), a limited partnership owning a cogeneration facility in
California, and for CNG Energy to itself acquire a 49% limited partnership
interest in the Partnership. Authority is further requested for CNG Energy to
obtain for such purposes, through December 31, 1996, up to $7,000,000 through
(i) the sale of shares of its common stock, $1,000 par value per share, to
Consolidated, (ii) open account advances from Consolidated, or (iii) long-term
loans from Consolidated, in any combination thereof. The
Application-Declaration also requests authority for CNG Energy to use up to
$140,000 of such funds obtained from Consolidated to acquire in mirror-image
form similar securities of CNG Bear to enable it to finance its interest in
the Partnership.
I have examined the certificate of incorporation and bylaws of the
Companies; corporate actions of the Companies relating to the Proposed
Transactions; the Application-Declaration; and such other documents, records,
laws and other matters as I deemed relevant and necessary for the proposes of
this opinion.
Based on such examination and relying thereon, I am of the opinion that
when the SEC shall have permitted the Application-Declaration to become
effective, all requisite action will have been taken by the Companies which
are parties to the Application-Declaration, except the actual carrying out
thereof.
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In the event the Proposed Transactions are consummated in accordance with
the Application-Declaration, I am of the opinion that:
(a) No state commission has jurisdiction of the proposed transactions;
(b) All state laws applicable to the Proposed Transactions will have
been complied with;
(c) CNG Energy is validly organized and duly existing; the capital
stock of CNG Energy will be validly issued, fully paid and
nonassessable, and the holder thereof will be entitled to the
rights and privileges pertaining thereto set forth in the
Certificate of Incorporation of CNG Energy; and the open account
advances and long-term loans to CNG Energy will be valid and binding
obligations of CNG Energy in accordance with their terms;
(d) Consolidated will legally acquire the capital stock of, and
interests in open account advances and long-term loans to, CNG
Energy as described in the said Application-Declaration;
(e) CNG Energy will legally acquire the capital stock of, and interests
in open account advances and long-term loans to, CNG Bear as
described in the said Application-Declaration; and
(f) The consummation of the Proposed Transactions will not violate the
legal rights of the holders of any securities issued by Consolidated
or CNG Energy or any associate company thereof.
I hereby consent to the use of this opinion in connection with said
filing.
Very truly yours,
N. F. Chandler
Attorney
