<PAGE> 1 File Number 70-8387
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective 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
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other parties)
THE EAST OHIO GAS COMPANY
1717 East Ninth Street
Cleveland, Ohio 44114
THE RIVER GAS COMPANY
324 Fourth Street
Marietta, Ohio 45750
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President N. F. CHANDLER, General Attorney
and General Counsel Consolidated Natural Gas
Consolidated Natural Gas Company Service Company, Inc.
CNG Tower CNG Tower
625 Liberty Avenue 625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199 Pittsburgh, Pennsylvania 15222-3199
K. R. LONG, Vice President
and General Counsel
The East Ohio Gas Company
The River Gas Company
1717 East Ninth Street
Cleveland, Ohio 44114
<PAGE> 2 File Number 70-8387
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company and the other joint applicants named
herein hereby amend the response under Item 6 in the Form U-1 under the above
indicated file number as follows:
Item 6. Exhibits and Financial Statements
The following exhibits and financial statements are made a part of this
statement:
(a) Exhibits
F-1 Opinion of Counsel for Consolidated.
F-2 Opinion of Counsel of EOG and RGC.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Co. Act of
1935, the undersigned companies have duly caused this amendment to be signed
on their respective behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
THE EAST OHIO GAS COMPANY
THE RIVER GAS COMPANY
By N. F. Chandler
Their Attorney
Date: June 30, 1994
<PAGE> 1
Exhibit F-1
June 30, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8387
Dear Sirs:
The following opinion is rendered on behalf of Consolidated Natural Gas
Company ("Consolidated"), a Delaware corporation, in accordance with the
requirements of Exhibit F to Form U-1 of the Securities and Exchange
Commission ("SEC") with respect to the proposed merger ("Merger") of The River
Gas Company ("RGC"), a wholly-owned subsidiary of Consolidated, into The East
Ohio Gas Company ("EOG"), another wholly-owned subsidiary of Consolidated, the
subject of the Application-Declaration ("Application-Declaration") before the
SEC at File No. 70-8387.
I have examined the Certificate of Incorporation and Bylaws of
Consolidated, the corporate minutes relating to the Merger, the Agreement and
Plan of Merger ("Agreement"), the Application-Declaration, the opinion of
counsel for RGC and EOG respecting the Merger filed herewith, and such other
documents and records deemed necessary or appropriate in the circumstance.
At the time of the merger pursuant to the Agreement, each issued and
outstanding share of RGC common stock, $100 par value each, will be cancelled
and extinguished, and each issued and outstanding share of EOG common stock,
$50 par value each, will remain as one issued and outstanding share of EOG
common stock, $50 par value each. EOG will also assume RGC's financing
authorization under SEC Order dated June 27, 1994, HCAR Release No. 26072,
File No. 70-8415, to the extent unutilized by RGC at the time of the Merger.
Based on the aforesaid examination and relying thereon, I am of the
opinion that all requisite action has been taken by Consolidated and its two
subsidiaries which are parties to said Application-Declaration, except the
actual carrying out thereof.
In the event the proposed transactions are consummated in accordance with
said Application-Declaration, I am of the opinion that:
(a) All state laws applicable to the proposed transactions will have been
complied with;
(b) The validity of the issuance of additional EOG Stock and additional
interests in EOG open account advances and long-term loans in
accordance with the proposed transaction is covered by the opinion of
counsel for EOG;
<PAGE> 2
(c) Consolidated will legally acquire the additional shares of EOG Stock
and the additional interests in open account advance obligations and
long-term loans of EOG in accordance with the proposed transaction;
and
(d) The consummation of the proposed transaction will not violate the
legal rights of the holders of any securities issued by Consolidated
or by any associate company thereof.
I hereby consent to the use of this opinion in connection with the
aforesaid Application-Declaration, as amended.
Very truly yours,
N. F. Chandler
Attorney
<PAGE> 1
Exhibit F-2
June 30, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8387
Dear Sirs:
The following opinion is rendered on behalf of The River Gas Company
("RGC"), a West Virginia Corporation, and The East Ohio Gas Company ("EOG"),
an Ohio Corporation, in accordance with the requirements of Exhibit F to Form
U-1 of the Securities and Exchange Commission ("SEC") with respect to the
proposed merger ("Merger") of RGC, a wholly-owned subsidiary of Consolidated
Natural Gas Company ("Consolidated"), into EOG, another wholly-owned
subsidiary of Consolidated, the subject of the Application-Declaration
("Application-Declaration") before the SEC at File No. 70-8387.
I have examined the Certificate of Incorporation and Bylaws of RGC and
EOG, the corporate minutes relating to the Merger, the Agreement and Plan of
Merger ("Agreement"), the Application-Declaration, the opinions of counsel for
Consolidated respecting the Merger filed herewith, and such other documents
and records deemed necessary or appropriate in the circumstance.
At the time of the merger pursuant to the Agreement, each issued and
outstanding share of RGC common stock, $100 par value each, will be cancelled
and extinguished, and each issued and outstanding share of EOG common stock,
$50 par value each, will remain as one issued and outstanding share of EOG
common stock, $50 par value each. EOG will also assume RGC's financing
authorization under SEC Order dated June 27, 1994, HCAR Release No. 26072,
File No. 70-8415, to the extent unutilized by RGC at the time of the Merger.
Based on the aforesaid examination and relying thereon, I am of the
opinion that all requisite action will have been taken by RGC and EOG, except
the actual carrying out thereof.
In the event the proposed transactions are consummated in accordance with
said Application-Declaration, I am of the opinion that:
(a) All state laws applicable to the proposed transactions will have been
complied with;
(b) RGC and EOG are validly organized and duly existing;
<PAGE> 2
(c) The additional shares of EOG Stock issued subsequent to the Merger and
pursuant to the authorization requested in the Application-Declaration
will be validly issued, fully paid and nonassessable, and the holders
thereof will be entitled to the rights and privileges appertaining
thereto set forth in EOG's Certificate of Incorporation;
(d) The obligations of EOG in open account advances and long-term loans
made pursuant to the authorization requested in the
Application-Declaration will be valid and binding obligations of EOG
in accordance with their terms; and
(e) The consummation of the proposed transaction will not violate the
legal rights of the holders of any securities issued by RGC, EOG or by
any associate company thereof.
I hereby consent to the use of this opinion in connection with the
aforesaid Application-Declaration, as amended.
Very truly yours,
K. R. Long
Vice President and General Counsel
