<PAGE> 1
File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President L. D. JOHNSON, Executive Vice
and General Counsel President and Chief Financial
Consolidated Natural Gas Company Officer
CNG Tower Consolidated Natural Gas Company
625 Liberty Avenue CNG Tower
Pittsburgh, Pennsylvania 15222-3199 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
<PAGE> 2
File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Item 1. Description of Proposed Transaction
___________________________________
(a) Furnish a reasonably detailed and precise description of the
proposed transaction, including a statement of the reasons why it is desired
to consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its
relation to the proposed transaction.
I. Issue and Sale of up to $400,000,000 of
Debentures by Consolidated Natural Gas Company
______________________________________________
A. Amount and Need for Flexibility
Consolidated Natural Gas Company ("Consolidated" or the
"Company"), a registered public utility holding company, desires
to be able to issue and sell on or before June 30, 1996, in one
or more transactions, up to $400,000,000 principal amount of
debentures ("Debentures") maturing in not more than thirty
years.
Under rapidly changing market conditions, it is in the
public interest that Consolidated be afforded the necessary
flexibility to adjust the amounts and terms of its financing
program to developments in the debt securities market when and
as they occur. It is proposed, therefore, that Consolidated be
granted the flexibility, consistent with that afforded by Rule
415 under the Securities Act of 1933, to determine the most
<PAGE> 3
advantageous principal amount or amounts, maturities, interest
rates, redemption (including non-refunding or no-call) and
sinking fund provisions, and other covenants, terms or
provisions of the Debentures, based on market conditions at the
time prospective purchasers are asked to submit proposals for
the purchase of the Debentures. The flexibility to match terms
and conditions of the securities offered, as permitted by the
indenture between Consolidated and Chemical Bank, as Trustee,
dated as of May 1, 1971 ("Indenture"), with the demands of the
market contributes to achieving the lowest available cost of
money.
B. Rule 50 Competitive Bidding
The Company proposes, pursuant to Rule 50 under the Public
Utility Holding Company Act of 1935 ("Act"), to issue and sell
the Debentures by competitive bidding, including the use of
alternative procedures for compliance with Rule 50 as authorized
in HCAR Nos. 22623 and 23122 for securities registered under
Rule 415 of the Securities Act of 1933. In the event Rule 50 is
rescinded as proposed by the Securities and Exchange Commission
("Commission") in HCAR No. 25668, dated November 4, 1992, the
Company requests authority to continue to be permitted to issue
and sell Debentures under competitive bidding including the
aforesaid alternative procedures without prior Commission
approval.
<PAGE> 4
C. Negotiated Sales
The Company also requests, as an alternative to selling the
Debentures at competitive bidding, an exception pursuant to Rule
50(a)(5), to permit the issuance and sale of Debentures by the
Company through negotiated offerings, either to institutional
investors in private placements or in public offerings through
underwriters and investment bankers. Consolidated desires the
added flexibility of authority to sell Debentures in negotiated
transactions when market conditions at the time of issue are
such that the Company would obtain cost-of-financing savings
which would be in the public interest and in the interest of its
investors. Jurisdiction over fees, expenses, terms and
conditions in such negotiated offerings would be retained by the
Commission, consequently compliance with paragraphs (b) and (c)
of Rule 50 is not needed to aid the Commission in carrying out
the provisions of Section 7 of the Act. The Commission most
recently granted the Company such authority with respect to
$400,000,000 principal amount of debentures in an order dated
April 21, 1993 ("April 21, 1993 Order"), HCAR No. 25800,
relating to File No. 70-8167.
II. Outstanding Earlier Debenture Authorization
___________________________________________
The April 21, 1993 Order authorized Consolidated to issue
and sell on or before June 30, 1995, up to $400,000,000
principal amount of debentures, in the same maximum maturities
and under essentially the same conditions as set forth above
with respect to the Debentures. On August 24, 1993,
<PAGE> 5
Consolidated sold at competitive bidding under the April 21,
1993 Order, $150,000,000 principal amount of its 5-3/4%
Debentures Due August 1, 2003. Subsequently, on December 18,
1993, Consolidated sold at competitive bidding $150,000,000
principal amount of its 6-5/8% Debentures Due December 1, 2013
under the April 21, 1993 Order.
Consolidated hereby requests that the Commission reserve
jurisdiction over the fees, expenses, terms and conditions with
respect to any issuance and sale of the Debentures pursuant to
Rule 50(a)(5).
III. Use of Proceeds
_______________
The proceeds from the sale of the Debentures will be added
to the treasury funds of the Company and subsequently used for
general corporate purposes to (i) finance, in part, capital
expenditures of Consolidated and Consolidated's subsidiaries,
(ii) displace roll-over of commercial paper previously issued
for working capital purposes, (iii) finance the purchase of the
Company's common stock in the open market and/or (iv) acquire,
retire or redeem securities of which the Company is an issuer
when to do so would be advantageous to the Company and such
would be permitted without need for prior Commission approval
pursuant to Rule 42 under the Act. The balance of money
required to fund such expenditures is expected to be obtained
principally from internal cash generation. Capital expenditures
for 1994 are currently estimated at approximately $440,000,000.
A preliminary estimate of 1995 capital expenditures is
approximately $435,000,000.
<PAGE> 6
The Company will not use the proceeds from the sale of
Debentures to acquire any interest in an exempt wholesale
generator as defined in Section 32(a)(i) of the Act, or any
interest in a foreign utility company as defined in Section
33(a)(3) of the Act.
Consolidated provides funds to its subsidiaries through (i)
open account advances for general corporate purposes, including
gas storage inventories, other working capital requirements and
temporarily for construction until long-term financing is
obtained and/or cash is generated internally, and (ii) long-term
loans and the purchase of subsidiary capital stock to finance
capital expenditures. Consolidated presently applies for
Commission approval of the financing of the Consolidated
subsidiaries' capital needs on an annual basis, the most recent
authorization being by Commission order dated June 30, 1993,
HCAR No. 25841, File No. 70-8195, which expires on June 30,
1994. It is expected by Consolidated that the order authorizing
such system financing for 1993-1994 would itself be succeeded by
subsequent orders authorizing, on an annual or biannual basis,
future Consolidated intra-system financing programs. No
Debentures will be issued or sold for the purpose of financing
subsidiary capital needs except as permitted by the Act or
authorized by Commission order under the Act.
Consolidated's purchase of up to 4 million shares of its
common stock through December 31, 1995, is authorized in the
Commission's order dated May 18, 1992, HCAR No. 35-25538, File
No. 70-7948.
<PAGE> 7
IV. Terms of Debentures
___________________
The Debentures will be issued in one or more new series
under a supplemental indenture(s) to the Indenture.
The Debentures will be sold by the Company to prospective
purchasers at a price, exclusive of accrued interest, which will
be not less than ninety-eight percent (98%) nor more than one
hundred and one percent (101%) of the principal amount and at an
interest rate which will be a multiple of one-eighth (1/8),
one-tenth (1/10) or one-twentieth (1/20) of one percent (1%).
Other terms and conditions relating to the Debentures,
whether sold at competitive bid or in negotiated transactions,
will be determined based on market conditions at the time of
sale, as more fully described under "I.A. Amount and Need for
Flexibility" above.
(b) Describe briefly, and where practicable state the approximate
amount of, any material interest in the proposed transaction, direct or
indirect, of any associate company or affiliate of the applicant or declarant
or any affiliate of any such associate company.
None, except as set forth in Item 1(a) above.
(c) If the proposed transaction involves the acquisition of
securities not issued by a registered holding company or a subsidiary thereof,
describe briefly the business and property, present or proposed, of the issuer
of such securities.
Inapplicable.
<PAGE> 8
(d) If the proposed transaction involves the acquisition or
disposition of assets, describe briefly such assets, setting forth original
cost, vendor's book cost (including the basis of determination) and applicable
valuation and qualifying reserves.
Inapplicable.
Item 2. Fees, Commissions and Expenses
______________________________
(a) State (1) the fees, commissions and expenses paid or incurred,
or to be paid or incurred, directly or indirectly, in connection with the
proposed transaction by the applicant or declarant or any associate company
thereof, and (2) if the proposed transaction involves the sale of securities
at competitive bidding, the fees and expenses to be paid to counsel selected
by applicant or declarant to act for the successful bidder.
Assuming the sale of $400,000,000 principal amount of
Debentures in two equal segments of $200,000,000 each, the
following is an itemized statement of the estimated amounts of
all expenses in connection with the issuance of $200,000,000 of
Debentures in a single transaction.
<PAGE> 9
Filing Fees, Securities and Exchange
Commission $ 69,966 (1)
Printing of Registration Statement,
Prospectus, Supplemental Indenture,
Definitive Debenture Certificates,
and Other Miscellaneous Papers 30,000
Trustees Acceptance and Other Charges 7,000
Legal Fees of Counsel for the Trustee 3,500
Independent Accountants' Fees and Expenses 40,000
Rating Fees (Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff and
Phelps, Inc.) 130,500
Blue Sky Fees 8,000
Service Charges, Consolidated Natural Gas
Service Company, Inc. 15,000
Other Miscellaneous Expenses 3,500
________
Total Expenses $307,466
========
______________________
(1) One-half allocation of total
Letters explaining the fees and estimated expenses of the
independent accountants, and of counsel for the Underwriters
will be supplied by amendment.
(b) If any person to whom fees or commissions have been or are to be
paid in connection with the proposed transaction is an associate company or an
affiliate of the applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
The charges of Consolidated Natural Gas Service Company,
Inc., a subsidiary service company, for services on a cost basis
(including regularly employed counsel) rendered in connection
with the preparation of this Declaration to the
<PAGE> 10
Commission on Form U-1, the Registration Statement to be filed
under the Securities Act of 1933, supplemental indenture(s) and
other related documents and papers, are included in the table
under (a) of this Item.
Item 3. Applicable Statutory Provisions
_______________________________
(a) State the sections of the Act and the rules thereunder believed
to be applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of
exemption.
Sections 6(a) and 7 of the Act, Rule 50, the Commission's
Statement of Policy Concerning Application of Rule 50 in HCAR
No. 22623 and the exemptive provision of Rule 50(a) (5) as it
applies to negotiated sales are considered applicable to the
issuance and sale of the Debentures by Consolidated.
(b) If an applicant is not a registered holding company or a
subsidiary thereof, state the name of each public utility company of which it
is an affiliate or of which it will become an affiliate as a result of the
proposed transaction, and the reasons why it is or will become such an
affiliate.
Inapplicable.
Item 4. Regulatory Approval
___________________
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the Securities and Exchange
Commission) over the proposed transaction.
None.
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with
the proposed transaction.
<PAGE> 11
None.
Item 5. Procedure
_________
(a) State the date when Commission action is requested. If the date
is less than 40 days from the date of the original filing, set forth the
reasons for acceleration.
It is requested that the Commission permit this Declaration
to become effective by order issued by April 30, 1994 or at the
earliest possible date. It is further requested that the
expiration date of any order issued be June 30, 1996.
(b) State (i) whether there should be a recommended decision by a
hearing officer, (ii) whether there should be a recommended decision by any
other responsible officer of the Commission, (iii) whether the Division of
Corporate Regulation may assist in the preparation of the Commission's
decision, and (iv) whether there should be a 30-day waiting period between the
issuance of the Commission's order and the date on which it is to become
effective.
It is submitted that a recommended decision by a hearing or
other responsible officer of the Commission is not needed with
respect to the proposed transaction. The Office of Public
Utility Regulation may assist in the preparation of the
Commission's decision. There should be no waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits and financial statements are made a part of
this statement.
(a) Exhibits
________
A - Form of Supplemental Indenture (including Form of
Definitive Fully Registered Debenture Without Coupons).
<PAGE> 12
B - Standard Purchase Agreement Provisions - Debt Securities
including Form of Purchase Agreement.
C - Form S-3 Registration Statement. (To be filed by
Amendment)
F - Opinion of Counsel. (To be filed by Amendment)
H - Form of Proposed Notice pursuant to Rule 22(f).
(b) Financial Statements
____________________
(Index included in Financial Statements annexed hereto.)
Item 7. Information as to Environmental Effects
_______________________________________
(a) Describe briefly the environmental effects of the proposed
transactions in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act (42 U.S.C. 4312(2)(C)). If the response to
this item is a negative statement as to the applicability of Section 102(2)(C)
in connection with the proposed transaction, also briefly state the reasons
for that response.
As more fully described in Item 1, the proposed transactions
subject to the jurisdiction of this Commission relate solely to
financing proposals and involve no major federal action
significantly affecting the human environment.
(b) State whether any other federal agency has prepared or is
preparing an environmental impact statement ("EIS") with respect to the
proposed transaction. If any other federal agency has prepared or is
preparing an EIS, state which agency or agencies and indicate the status of
that EIS preparation.
None.
<PAGE> 13
SIGNATURE
_________
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this statement 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
Dated: February 25, 1994
<PAGE> 14
ITEM 6(b) - FINANCIAL STATEMENTS
Consolidated Natural Gas Company ("Consolidated" or "Parent Company")
proposes to issue and sell under a new registration statement on Form S-3 to
be filed pursuant to Rule 415 under the Securities Act of 1933 ("Shelf
Filing") up to $400,000,000 principal amount of debentures maturing in not
more than thirty years. The debentures would be issued and sold by
competitive bidding or through negotiated offerings with the proceeds used to
finance, in part, capital expenditures of Consolidated and Consolidated's
subsidiaries; displace roll-over of commercial paper previously issued for
working capital purposes; finance the purchase of Consolidated's common stock
in the open market; and/or acquire, retire or redeem securities of which
Consolidated is an issuer, as set forth in Item 1. herein.
The effect of the above financing transaction is set forth in the
following pro forma unaudited financial statements. Also reflected are (1)
the sale on December 8, 1993, of $150,000,000 principal amount of 6-5/8%
Debentures Due December 1, 2013, and (2) a pro forma sale of the remaining
$100,000,000 principal amount of debentures not heretofore issued and sold;
both pursuant to a previously-authorized shelf filing (File No. 70-8167).
INDEX
- Page -
Consolidated Natural Gas Company and
Subsidiaries - Consolidated:
Balance Sheet at November 30, 1993 1-2
Schedule of Long-Term Debt 3
Income Statement for the Twelve Months Ended
November 30, 1993 4
Consolidated Natural Gas Company:
Balance Sheet at November 30, 1993 5-6
Schedule of Long-Term Debt 7
Income Statement for the Twelve Months Ended
November 30, 1993 8
Statement of Pro Forma Adjusting Entries 9-10
<PAGE> 15
<TABLE>
ITEM 6(b), PAGE 1
BALANCE SHEET
CONSOLIDATED
CONSOLIDATED NATURAL GAS COMPANY
AND SUBSIDIARIES - CONSOLIDATED
BALANCE SHEET AT NOVEMBER 30, 1993 (UNAUDITED)
(In thousands of dollars)
ASSETS
<CAPTION>
Pro Forma Entries
(Page 9)
____________________________
Per File No. This Pro
Books 70-8167 Application Forma
___________ ____________ ___________ ____________
<S> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant $ 4,327,512 $ 4,327,512
Accumulated depreciation and amortization (1,606,945) (1,606,945)
___________ ________ ________ ___________
Net gas utility and other plant 2,720,567 - - 2,720,567
___________ ________ ________ ___________
Exploration and production properties 2,966,090 2,966,090
Accumulated depreciation and amortization (1,815,686) (1,815,686)
___________ ________ ________ ___________
Net exploration and production
properties 1,150,404 - - 1,150,404
___________ ________ ________ ___________
Net property, plant and equipment 3,870,971 - - 3,870,971
___________ ________ ________ ___________
CURRENT ASSETS
Cash and temporary cash investments 48,751 (SP)$247,625 (1)$400,000 696,376
Accounts receivable
Customers 421,197 421,197
Other 131,144 131,144
Allowance for doubtful accounts (5,044) (5,044)
Inventories, at cost
Gas stored - current portion (LIFO method) 212,851 212,851
Construction and operating materials
and supplies (average cost method) 39,823 39,823
Unrecovered gas costs (net) (7,831) (7,831)
Prepayments and other current assets 162,965 162,965
___________ ________ ________ ___________
Total current assets 1,003,856 247,625 400,000 1,651,481
___________ ________ ________ ___________
OTHER ASSETS
Unamortized abandoned facilities 53,616 53,616
Other investments 40,241 40,241
Deferred charges and other noncurrent assets 337,520 (2) 200 - 337,720
___________ ________ ________ ___________
Total other assets 431,377 200 - 431,577
___________ ________ ________ ___________
Total assets $ 5,306,204 $247,825 $400,000 $ 5,954,029
=========== ======== ======== ===========
<FN>
(SP) refers to summary posting.
( ) denotes negative amount.
</TABLE>
<PAGE> 16
<TABLE>
ITEM 6(b), PAGE 2
BALANCE SHEET
CONSOLIDATED
CONSOLIDATED NATURAL GAS COMPANY
AND SUBSIDIARIES - CONSOLIDATED
BALANCE SHEET AT NOVEMBER 30, 1993 (UNAUDITED)
(In thousands of dollars)
STOCKHOLDERS' EQUITY AND LIABILITIES
<CAPTION>
Pro Forma Entries
(Page 9)
____________________________
Per File No. This Pro
Books 70-8167 Application Forma
___________ ____________ ___________ ____________
<S> <C> <C> <C> <C>
CAPITALIZATION
Common stockholders' equity
Common stock, par value $2.75 per share
Authorized - 200,000,000 shares
Issued - 92,932,621 shares $ 255,565 $ 255,565
Capital in excess of par value 454,021 454,021
Retained earnings 1,462,385 1,462,385
___________ ________ ________ ___________
Total common stockholders' equity 2,171,971 - - 2,171,971
___________ ________ ________ ___________
Long-term debt (Schedule, next page)
Debentures 742,832 (SP)$247,825 (1)$400,000 1,390,657
Convertible subordinated debentures 247,890 247,890
Unsecured loan 20,000 20,000
___________ ________ ________ ___________
Total long-term debt 1,010,722 247,825 400,000 1,658,547
___________ ________ ________ ___________
Total capitalization 3,182,693 247,825 400,000 3,830,518
___________ ________ ________ ___________
CURRENT LIABILITIES
Commercial paper 593,800 593,800
Accounts payable 373,993 373,993
Estimated rate contingencies and refunds 41,810 41,810
Taxes accrued 145,825 145,825
Deferred income taxes - current portion (19,256) (19,256)
Other accruals and current liabilities 119,514 119,514
___________ ________ ________ ___________
Total current liabilities 1,255,686 - - 1,255,686
___________ ________ ________ ___________
DEFERRED CREDITS
Deferred income taxes 714,038 714,038
Accumulated deferred investment tax credits 36,062 36,062
Other deferred credits and noncurrent
liabilities 117,725 117,725
___________ ________ ________ ___________
Total deferred credits 867,825 - - 867,825
___________ ________ ________ ___________
COMMITMENTS AND CONTINGENCIES
___________ ________ ________ ___________
Total stockholders' equity and
liabilities $ 5,306,204 $247,825 $400,000 $ 5,954,029
=========== ======== ======== ===========
<FN>
(SP) refers to summary posting.
( ) denotes negative amount.
</TABLE>
<PAGE> 17
<TABLE>
ITEM 6(b), PAGE 3
SCHEDULE OF LONG-
TERM DEBT
CONSOLIDATED
CONSOLIDATED NATURAL GAS COMPANY
AND SUBSIDIARIES - CONSOLIDATED
SCHEDULE OF LONG-TERM DEBT AT NOVEMBER 30, 1993 (UNAUDITED)
(In thousands of dollars)
<CAPTION>
Pro Forma Entries
(Page 9)
____________________________
Per File No. This Pro
Books 70-8167 Application Forma
__________ ____________ ____________ __________
<S> <C> <C> <C> <C>
LONG-TERM DEBT
Debentures
Parent Company:
_____% Debentures Due _______________ $ - (3)$ 100,000 (1)$ 400,000 $ 500,000
6-5/8% Debentures Due December 1, 2013 - (2) 150,000 - 150,000
5-3/4% Debentures Due August 1, 2003 150,000 150,000
5-7/8% Debentures Due October 1, 1998 150,000 150,000
8-3/4% Debentures Due October 1, 2019 150,000 150,000
8-3/4% Debentures Due June 1, 1999 100,000 100,000
9-3/8% Debentures Due February 1, 1997 100,000 100,000
8-5/8% Debentures Due December 1, 2011 100,000 100,000
Unamortized debt discount, less premium (7,168) (2) (2,175) - (9,343)
__________ _________ _________ __________
742,832 247,825 400,000 1,390,657
__________ _________ _________ __________
7-1/4% Convertible Subordinated Debentures
Due December 15, 2015 - Parent Company 250,000 250,000
Unamortized debt discount (2,110) (2,110)
__________ _________ _________ __________
247,890 - - 247,890
__________ _________ _________ __________
9.94% Unsecured loan due January 1, 1999
Subsidiary Company 20,000 20,000
__________ _________ _________ __________
Total long-term debt $1,010,722 $ 247,825 $ 400,000 $1,658,547
========== ========= ========= ==========
<FN>
( ) denotes negative amount.
</TABLE>
<PAGE> 18
<TABLE>
ITEM 6(b), PAGE 4
INCOME STATEMENT
CONSOLIDATED
CONSOLIDATED NATURAL GAS COMPANY
AND SUBSIDIARIES - CONSOLIDATED
INCOME STATEMENT FOR THE TWELVE MONTHS
ENDED NOVEMBER 30, 1993 (UNAUDITED)
(In thousands of dollars)
<CAPTION>
Per Pro Forma Entries Pro
Books (Page 10) Forma
___________ _________________ ____________
<S> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales
Residential and commercial $1,550,303 $1,550,303
Industrial 56,767 56,767
Wholesale 447,269 447,269
Nonregulated gas sales 490,199 490,199
__________ ________ __________
Total gas sales 2,544,538 - 2,544,538
Other operating revenues 572,647 572,647
__________ ________ __________
Total operating revenues 3,117,185 - 3,117,185
__________ ________ __________
OPERATING EXPENSES
Purchased gas 1,530,158 1,530,158
Other purchased products 64,385 64,385
Operation expense 600,801 600,801
Maintenance 84,688 84,688
Depreciation and amortization 295,831 295,831
Taxes, other than income taxes 179,719 179,719
__________ ________ __________
Subtotal 2,755,582 - 2,755,582
__________ ________ __________
Operating income before
income taxes 361,603 361,603
Income taxes - estimated 91,486 (4)$(14,895) 76,591
__________ ________ __________
Operating income 270,117 14,895 285,012
__________ ________ __________
OTHER INCOME
Interest revenues 3,149 3,149
Gain on purchase of debentures for
sinking funds 1,103 1,103
Other (net) 3,961 3,961
__________ ________ __________
Total other income 8,213 - 8,213
__________ ________ __________
Income before interest charges 278,330 14,895 293,225
__________ ________ __________
INTEREST CHARGES
Interest on long-term debt 85,967 (4) 42,557 128,524
Other interest expense 8,035 8,035
Total allowance for funds used during
construction (credit) (9,662) (9,662)
__________ ________ __________
Total interest charges 84,340 42,557 126,897
__________ ________ __________
Income before cumulative effect of
change in accounting principle 193,990 (27,662) 166,328
Cumulative effect prior to January 1,
1993, of applying SFAS No. 109 17,422 17,422
__________ ________ __________
NET INCOME $ 211,412 $(27,662) $ 183,750
========== ======== ==========
<FN>
( ) denotes negative amount.
</TABLE>
<PAGE> 19
<TABLE>
ITEM 6(b), PAGE 5
BALANCE SHEET
PARENT COMPANY
CONSOLIDATED NATURAL GAS COMPANY
BALANCE SHEET AT NOVEMBER 30, 1993 (UNAUDITED)
(In thousands of dollars)
ASSETS
<CAPTION>
Pro Forma Entries
(Page 9)
_______________________________
Per File No. This Pro
Books 70-8167 Application Forma
___________ _______________ _____________ ____
______
<S> <C> <C> <C> <C>
INVESTMENTS
Investments in subsidiaries - consolidated
Common stock, at equity $2,177,482 $2,177,482
Long-term notes 1,003,752 1,003,752
__________ ________ ________ __________
Total investments 3,181,234 - - 3,181,234
__________ ________ ________ __________
CURRENT ASSETS
Cash 740 (SP)$247,625 (1)$400,000 648,365
Accounts receivable
Receivables from subsidiaries -
consolidated 512,991 512,991
Other 1,031 1,031
Prepayments and other current assets 46,661 46,661
__________ ________ ________ __________
Total current assets 561,423 247,625 400,000 1,209,048
__________ ________ ________ __________
DEFERRED CHARGES 2,259 (2) 200 - 2,459
__________ ________ ________ __________
Total assets $3,744,916 $247,825 $400,000 $4,392,741
========== ======== ======== ==========
<FN>
(SP) refers to summary posting.
</TABLE>
<PAGE> 20
<TABLE>
ITEM 6(b), PAGE 6
BALANCE SHEET
PARENT COMPANY
CONSOLIDATED NATURAL GAS COMPANY
BALANCE SHEET AT NOVEMBER 30, 1993 (UNAUDITED)
(In thousands of dollars)
STOCKHOLDERS' EQUITY AND LIABILITIES
<CAPTION>
Pro Forma Entries
(Page 9)
_____________________________
Per File No. This Pro
Books 70-8167 Application Forma
___________ ______________ ___________ ___________
<S> <C> <C> <C> <C>
CAPITALIZATION
Common stockholders' equity
Common stock, par value $2.75 per share
Authorized - 200,000,000 shares
Issued - 92,932,621 shares $ 255,565 $ 255,565
Capital in excess of par value 414,056 414,056
Retained earnings 1,462,385 1,462,385
__________ ________ ________ __________
Total common stockholders' equity 2,132,006 - - 2,132,006
__________ ________ ________ __________
Long-term debt (Schedule, next page)
Debentures 742,832 (SP)$247,825 (1)$400,000 1,390,657
Convertible subordinated debentures 247,890 247,890
__________ ________ ________ __________
Total long-term debt 990,722 247,825 400,000 1,638,547
__________ ________ ________ __________
Total capitalization 3,122,728 247,825 400,000 3,770,553
__________ ________ ________ __________
CURRENT LIABILITIES
Commercial paper 593,800 593,800
Payables to subsidiaries - consolidated 274 274
Other accruals and current liabilities 32,554 32,554
__________ ________ ________ __________
Total current liabilities 626,628 - - 626,628
__________ ________ ________ __________
DEFERRED CREDITS
Deferred income taxes 1,607 1,607
Other deferred credits (6,047) (6,047)
__________ ________ ________ __________
Total deferred credits (4,440) - - (4,440)
__________ ________ ________ __________
COMMITMENTS AND CONTINGENCIES
__________ ________ ________ __________
Total stockholders' equity and
liabilities $3,744,916 $247,825 $400,000 $4,392,741
========== ======== ======== ==========
<FN>
(SP) refers to summary posting.
( ) denotes negative amount.
</TABLE>
<PAGE> 21
<TABLE>
ITEM 6(b), PAGE 7
SCHEDULE OF LONG-
TERM DEBT
PARENT COMPANY
CONSOLIDATED NATURAL GAS COMPANY
SCHEDULE OF LONG-TERM DEBT AT NOVEMBER 30, 1993 (UNAUDITED)
(In thousands of dollars)
<CAPTION>
Pro Forma Entries
(Page 9)
___________________________
Per File No. This Pro
Books 70-8167 Application Forma
__________ ____________ ___________ ____________
<S> <C> <C> <C> <C>
LONG-TERM DEBT
Debentures
_____% Debentures Due _______________ $ - (3)$ 100,000 (1)$ 400,000 $ 500,000
6-5/8% Debentures Due December 1, 2013 - (2) 150,000 - 150,000
5-3/4% Debentures Due August 1, 2003 150,000 150,000
5-7/8% Debentures Due October 1, 1998 150,000 150,000
8-3/4% Debentures Due October 1, 2019 150,000 150,000
8-3/4% Debentures Due June 1, 1999 100,000 100,000
9-3/8% Debentures Due February 1, 1997 100,000 100,000
8-5/8% Debentures Due December 1, 2011 100,000 100,000
Unamortized debt discount, less premium (7,168) (2) (2,175) -
(9,343)
__________ _________ _________ __________
742,832 247,825 400,000 1,390,657
__________ _________ _________ __________
7-1/4% Convertible Subordinated Debentures
Due December 15, 2015 250,000 250,000
Unamortized debt discount (2,110) (2,110)
__________ _________ _________ __________
247,890 - - 247,890
__________ _________ _________ __________
Total long-term debt $ 990,722 $ 247,825 $ 400,000 $1,638,547
========== ========= ========= ==========
<FN>
( ) denotes negative amount.
</TABLE>
<PAGE> 22
ITEM 6(b), PAGE 8
INCOME STATEMENT
PARENT COMPANY
CONSOLIDATED NATURAL GAS COMPANY
INCOME STATEMENT FOR THE TWELVE MONTHS
ENDED NOVEMBER 30, 1993 (UNAUDITED) (NOTE)
(In thousands of dollars)
INCOME
Equity in earnings of subsidiaries - consolidated $221,990
Interest income from subsidiaries - consolidated 93,270
Other interest income 109
Gain on purchase of debentures for sinking funds 1,103
________
Total income 316,472
________
DEDUCTIONS FROM INCOME
Operation expense 5,029
Income taxes - estimated 1,407
Interest expense 95,375
Other deductions 2,825
________
Total deductions from income 104,636
________
Income before cumulative effect of change
in accounting principle 211,836
Cumulative effect prior to January 1, 1993,
of applying SFAS No. 109 (424)
________
NET INCOME $211,412
========
( ) denotes negative amount.
Note: A pro forma income statement for the Parent Company has not been
included inasmuch as interest expense on the additional long-term debt
to be incurred would be offset by income from the related ultimate
investments in the subsidiaries.
<PAGE> 23
ITEM 6(b), PAGE 9
STATEMENT OF
PRO FORMA ADJUSTING
ENTRIES
STATEMENT OF PRO FORMA ADJUSTING ENTRIES
CONSOLIDATED NATURAL GAS COMPANY
AND SUBSIDIARIES - CONSOLIDATED
BALANCE SHEET
(1) Sale under the currently-proposed Shelf Filing of $400,000,000
principal amount of ___% Debentures. For purposes of the pro forma
financial statements, a single issue of senior debentures has been
assumed. Any premium above the principal amount received upon actual
sale of the debentures will be credited to Account 225 - Unamortized
Premium on Long-Term Debt, any discount will be debited to Account 226
- Unamortized Discount on Long-Term Debt-Debit, and the expenses of
issuing the debentures will be debited to Account 181 - Unamortized
Debt Expense, in accordance with the Uniform System of Accounts
Prescribed for Natural Gas Companies by the Federal Energy Regulatory
Commission. The balances in these accounts will be amortized through
such regular credits or charges to income as will equitably distribute
them during the life of the debentures. In the pro forma financial
statements, it has been assumed for purposes of illustration that the
premium received will equal the expenses of issuing, and that the
interest rate on the debentures will be 6-1/2%.
Debit Credit
____________ ____________
Cash $400,000,000
___% Debentures Due ______________ $400,000,000
(2) Sale on December 8, 1993, under the previously-authorized shelf filing
(File No. 70-8167) of $150,000,000 principal amount of 6-5/8%
Debentures Due December 1, 2013.
Debit Credit
____________ ____________
Cash $147,625,000
Deferred charges 200,000
Unamortized debt discount, less premium 2,175,000
6-5/8% Debentures Due December 1, 2013 $150,000,000
(3) Sale under the previously-authorized shelf filing (File No. 70-8167) of
the remaining principal amount of _____% Debentures. Any premium or
discount and the expenses upon actual sale of the debentures will be
accounted for as described in pro forma entry (1) above. In the pro
forma statements it has been assumed that the interest rate on these
debentures will be 6-1/2%.
Debit Credit
____________ ____________
Cash $100,000,000
_____% Debentures Due ______________ $100,000,000
<PAGE> 24
ITEM 6(b), PAGE 10
STATEMENT OF
PRO FORMA ADJUSTING
ENTRIES
(CONTINUED)
INCOME STATEMENT
(4) Adjustment to reflect the additional interest charges on an annual
basis resulting from the transactions set forth in pro forma entries
(1), (2) and (3) on the previous page and the estimated reduction in
federal income taxes attributable thereto.
Debit
(Credit)
____________
"Interest on long-term debt"
Estimated initial annual interest requirement
on the $400,000,000 principal amount of _____%
Debentures Due ______________, under the
currently-proposed Shelf Filing at an assumed
interest rate of 6-1/2% $ 26,000,000
Initial annual interest requirement, including
amortization of debt discount and estimated
expense, on the $150,000,000 principal amount of
6-5/8% Debentures Due December 1, 2013 sold on
December 8, 1993 (File No. 70-8167) 10,057,000
Estimated initial annual interest requirement on
the $100,000,000 principal amount of _____%
Debentures Due ______________, under the
previously-authorized shelf filing at an assumed
interest rate of 6-1/2% (File No. 70-8167) 6,500,000
_____________
Subtotal, "Interest on long-term debt" 42,557,000
"Income taxes - estimated"
Estimated reduction in federal income taxes
resulting from increased interest expense of
$42,557,000 (14,895,000)
____________
Net income decrease $ 27,662,000
============
CONSOLIDATED NATURAL GAS COMPANY
BALANCE SHEET
Pro forma entries (1), (2) and (3) on the previous page are also applicable
to the balance sheet of the Parent Company.
<PAGE> 1
Exhibit A
[FORM OF SUPPLEMENTAL INDENTURE]
CONSOLIDATED NATURAL GAS COMPANY
AND
CHEMICAL BANK,
Trustee,
*A* Supplemental Indenture
Dated as of *B*
To Indenture dated as of May 1, 1971
$*C* principal amount *D*% Debentures
Due *E*
(See Accompanying Legend on Final Page)
<PAGE> 2
TABLE OF CONTENTS
Page
Parties . . . . . . . . . . . . . . . . . .
. . .
. . .
. . .
. . 1
Authorization of *E* Debentures . . . . . . . . . . .
. . . . 1
Authorization of and consideration for the *A*
Supplemental Indenture . . . . . . . . . . . . . .
. . . . . . . 1
ARTICLE ONE.
The *E* Debentures.
Section 1.01. Designation -- maturity
interest payment dates and
record dates -- issuable as
registered Debentures without
coupons -- limitation of
principal amount . . . . . . . . . .
. . . . 3
Section 1.02. Form of *E* Debenture
(Front) . . . . . . . . . . . . . .
. . . . .
3
Form of Trustee's
Certificate . . . . . . . . . . . .
. . . . . 6
Form of *E* Debenture
(Reverse) . . . . . . . . . . . . .
. . . . . 6
ARTICLE TWO
Issue of *E* Debentures.
Section 2.01. *C* Principal Amount of Debentures
Issuable Forthwith . . . . . . . . .
. . . . 10
ARTICLE THREE.
Redemption and Sinking Fund - *E* Debentures.
Section 3.01. [*E* Debentures are not redeemable] *F*
[Right to redeem -- redemp-
tion prices for optional and
sinking fund redemption] *F* . . . . .
. . 10
<PAGE> 3
Page
Section 3.02. [*E* Debentures not redeemable through
operation of Sinking Fund] *F*
[Sinking Fund -- redemption
dates and principal amounts
of *E* Debentures to be
redeemed] *F* . . . . . . . . . . .
. . . . . 11
[Sinking Fund installments may
be anticipated . . . . . . . . . . .
. . . . 12
Officers' Certificate to be
filed when *E* Debentures are
delivered for the account of
the Sinking Fund and *E*
Debentures are called for
redemption of the Sinking
Fund] *N* . . . . . . . . . . . .
. . . . 12
ARTICLE FOUR.
Particular Covenant of the Company
Section 4.01. Restriction on dividends on
and acquisition of capital
stock . . . . . . . . . . . . . .
. . . . . . 13
ARTICLE FIVE.
Concerning the Trustee.
Section 5.01. Acceptance of trusts upon
specified conditions . . . . . . . .
. . . 14
ARTICLE SIX.
Miscellaneous Provisions.
Section 6.01. Terms and definitions . . . . . . . .
. . . 15
Section 6.02. Execution in counterparts . . . . . .
. . 15
Section 6.03. Governing law . . . . . . . . . . .
. . . . . 15
Testimonium . . . . . . . . . . . .
. . . . . 16
Execution . . . . . . . . . . . . .
. . . . . 16
Acknowledgement . . . . . . . . . .
. . . . 17
<PAGE> 4
*A* SUPPLEMENTAL INDENTURE dated as of *B*, between
CONSOLIDATED NATURAL GAS COMPANY, a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called the "Company" ), party of the first part, and CHEMICAL
BANK, a corporation organized and existing under the laws of the
State of New York, having its principal corporate trust office
presently located at 450 West 33rd Street in The City of New
York, State of New York (hereinafter called the "Trustee"), party
of the second part.
WHEREAS the Company has executed and delivered to the
Trustee its Indenture dated as of May 1, 1971 (which indenture,
as supplemented, is herein called the Indenture"), to provide for
the issue of one or more series of debentures of the Com-pany
(designated generally as its "Debentures"), and to provide for
the creation and issue of an initial series of Debentures in the
principal amount of $40,000,000 designated "8-3/8% Debentures Due
May 1, 1996";
WHEREAS the Company has heretofore executed and
delivered to the Trustee eighteen supplemental indentures each
setting forth the respective terms and provisions of the series
of Debentures created thereunder, and each series being limited
in aggregate principal amount, all as described in the following
tabulation:
Limited to
Aggregate
Series of Principal
Designation Dated as of Debentures created Amount
First .... October 1, 1971 7 3/4% Debentures Due $ 25,000,000
October 1, 1996
Second ... May 1, 1972 7 5/8% Debentures Due 50,000,000
May 1, 1997
Third .... June 1, 1973 7 3/4% Debentures Due 50,000,000
June 1, 1998
Fourth ... March 1, 1974 8 5/8% Debentures Due 50,000,000
March 1, 1999
Fifth .... July 1, 1975 9 1/4% Debentures Due 100,000,000
July 1, 1995
Sixth .... September 1, 1976 8 3/8% Debentures Due 75,000,000
September 1, 1996
Seventh .. June 1, 1977 8 1/8% Debentures Due 75,000,000
June 1, 1997
Eighth ... October 1, 1980 12 7/8% Debentures Due 100,000,000
October 1, 2000
Ninth .... April 1, 1983 11 11/8% Debentures Due 100,000,000
April 1, 2008
1
<PAGE> 5
Tenth .... April 1, 1986 7 5/8% Debentures Due 100,000,000
April 1, 1996
Eleventh.. December 1, 1986 8 5/8% Debentures Due 100,000,000
December 1, 2011
Twelfth... October 1, 1987 9 1/8% Debentures Due 100,000,000
October 1, 1992
Thirteenth February 1, 1989 9 3/8% Debentures Due 100,000,000
February 1, 1997
Fourteenth June 1, 1989 8 3/4% Debentures Due 100,000,000
June 1, 1999
Fifteenth October 1, 1989 8 3/4% Debentures Due 150,000,000
October 1, 2019
Sixteenth October 1, 1992 5 7/8% Debentures Due 150,000,000
October 1, 1998
Seventeenth August 1, 1993 5 3/4% Debentures Due 150,000,000
August 1, 2003
Eighteenth December 1, 1993 6 5/8% Debentures Due 150,000,000
December 1, 2013
*G*
WHEREAS the Company, in the exercise of the power and
authority conferred upon and reserved to it under the provisi-
ons of the Indenture and pursuant to appropriate resolutions of
the Board of Directors, has duly determined to make, execute and
deliver to the Trustee this *A* Supplemental Indenture to the
Indenture in order to provide for the creation of a new series of
Debentures under the Indenture in the principal amount of *C* to
be designated "*D*% Debentures Due *E*" (herein called the "*E*
Debentures");
WHEREAS the Company proposes to supplement Section
6.08 of the Indenture pursuant to Section 14.01(a) of the
Indenture with respect to the consolidated net income available
for dividends; and
WHEREAS all conditions and requirements necessary to
make this *A* Supplemental Indenture a valid, binding and legal
instrument have been done and performed and the execution and
delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS *A* SUPPLEMENTAL INDENTURE
WITNESSETH that for and in consideration of the premises and of
the acceptance or purchase of the *E* Debentures by the holders
thereof and of the sum of One Hundred Dollars ($100) lawful money
of the United States of America to it in hand paid by the Trustee
at or before the ensealing and delivery of this *A* Supplemental
Indenture, the receipt whereof the Company hereby
2
<PAGE> 6
acknowledges the Company covenants and agrees with the Trustee,
as follows:
ARTICLE ONE.
The *E* Debentures.
SECTION 1.01. The *E* Debentures shall be executed,
authenticated and delivered under, and shall in all respects be
subject to all the terms, conditions and covenants of, the
Indenture.
The *E* Debentures shall:
(a) be designated as "*D*% Debentures Due *E*";
(b) mature *E*;
(c) bear interest payable semiannually on *H* and
*H* in each year, beginning *I*, at the rate of
*D*% per annum until payment of said principal
sum has been made or duly provided for, and have
a "record date", as that term is used in Section
2.01 of the Indenture with respect to a regular
semiannual interest payment date, which is the
close of business on *J* or *J*, as the case may
be, next preceding such interest date;
(d) be issuable as registered Debentures without
coupons in denominations of $1,000 or any
multiples thereof authorized by the Board of
Directors and
(e) be limited to *C* aggregate principal amount,
except as provided in the Indenture.
Subject to Section 2.01 of the Indenture, all *E*
Debentures authenticated prior to *I* shall bear interest, if
any, from *K*.
SECTION 1.02. The *E* Debentures and the Trustee's
authentication certificate on such Debentures are to be
sub-stantially in the forms following, respectively:
3
<PAGE> 7
[FORM OF *E* DEBENTURES]
[FRONT]
CONSOLIDATED NATURAL GAS
COMPANY
*D*% DEBENTURE DUE *E*
Number $
CONSOLIDATED NATURAL GAS COMPANY, a Delaware
corpora-tion (hereinafter called the "Company"), for value
received,
hereby promises to pay to , or
regis-tered assigns, the sum of DOLLARS, at the
principal corporate trust office of Chemical Bank, Trustee under an
Indenture hereinafter mentioned, or its successors as such Trustee,
in the Borough of Manhattan, in The City of New York, on the day of
*E*, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public
and private debts, and to pay interest thereon in like coin or
currency from the day of *H* or *H*, as the case may be, to which
interest hereon has been paid next preceding the date hereof,
unless the date hereof is an *H* or an *H* to which interest has
been paid, in which case from the date hereof, or unless the date
hereof is prior to the first payment of interest, in which case
from *K* (except that, so long as there is no existing default in
the payment of interest on the Debentures, if this Debenture was
authenticated by the Trustee after the close of business on the
record date, as defined in said Indenture, for any interest payment
date and prior to such interest payment date, it shall bear
interest from such interest payment date unless the Company shall
default in the payment of interest on such interest payment date),
at the rate of *D*% per annum, payable at said office semi-annually
on the *H* and the *H* in each year, until the Company's obligation
with respect to the payment of such principal shall have been
discharged. The interest so payable on any *H* or *H* will,
subject to certain exceptions provided in the Indenture which is
referred to on the reverse hereof, be paid to the person in whose
name this Debenture is registered at the close of business on the
*J* preceding such *H* or the *J* preceding such *H*, as the case
may be. Interest may be paid, at the option of the Company, by
check mailed to the registered holder at his or her address last
appearing on the registration books of the Company.
4
<PAGE> 8
Reference is hereby made to the further provisions of
this Debenture set forth on the reverse side hereof and such
further provisions shall for all purposes have the same effect as
though fully set forth at this point.
This Debenture shall not be valid or become
obliga-tory for any purpose until it shall have been
authenticated by the certificate, hereon endorsed, of the Trustee
under the Indenture.
IN WITNESS WHEREOF, Consolidated Natural Gas Company
has caused this Debenture to be signed in its corporate name by
its Chairman of the Board, or its President, or one of its Senior
Vice Presidents, or one of its Vice Presidents, manually or in
facsimile, and a facsimile of its corporate seal to be imprinted
or engraved hereon, and attested by the manual or facsimile
signature of its Secretary, or an Assistant Secretary.
Dated:
CONSOLIDATED NATURAL GAS COMPANY,
By _____________________________
Chairman of the Board
Attest:
By _____________________________
Secretary
5
<PAGE> 9
[FORM OF TRUSTEE'S CERTIFICATE]
This is one of the Debentures described in the Inden-ture
and is the Series designated in the *A* Supplemental Indenture.
CHEMICAL BANK
as Trustee,
By: _______________________________
Authorized Officer
[FORM OF *E* DEBENTURE]
[REVERSE]
CONSOLIDATED NATURAL GAS COMPANY
*D*% DEBENTURE DUE *E*
This Debenture is one of a duly authorized issue of
Debentures of the Company (herein referred to as the
"Deben-tures") of the series hereinafter specified, all issued
or to be issued under and pursuant to an Indenture, dated as of
May 1, 1971 (herein referred to as the "Indenture"), duly
executed and delivered between the Company and Chemical Bank
(herein called the "Trustee"), as Trustee, to which Indenture
and all indentures supplemental thereto reference is hereby made
for a statement of the rights thereunder of the Trustee, the
rights of the registered holders of the Debentures and of the
duties thereunder of the Trustee and the Company. The
Debentures may be issued for various principal sums and may be
issued in series, which may mature at different times, may bear
interest at different rates and may otherwise vary as in the
Indenture provided. This Debenture is one of a series
designated as the *D*% Debentures Due *E* of the Company (herein
referred to as the "*E* Debentures") issued under the Indenture
and described in an indenture supplemental thereto (herein
referred to as the "*A* Supplemental Indenture"), dated as of
*B*, between the Company and the Trustee.
The rights and obligations of the Company and the
holders of Debentures may be changed and modified at the request
of the Company by an indenture or indentures supplemen-tal to
the Indenture, executed pursuant to the consent in writ-ing of
the holders of at least 66 2/3% in principal amount of
6
<PAGE> 10
all Debentures then outstanding and of the holders of at least
66 2/3% in principal amount of the Debentures then outstanding
of any series specifically affected by such change or
modifica-tion, in case one or more, but less than all, of the
series of Debentures then outstanding under the Indenture are so
affected, all in the manner and subject to the limitations set
forth in the Indenture, provided that no such change or
modifi-cation by such supplemental indenture shall extend the
maturity of, or reduce the rate of interest or the redemption
premium, if any, on, or otherwise modify the terms of payment of
the principal or interest or redemption premium, of any
Debenture, without the express consent of the holder of each
Debenture so affected. Any such consent by the holder of this
Debenture (unless effectively revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and
upon all future holders and owners of this Debenture,
irrespective of whether or not any notation of such consent is
made upon this Debenture.
[The *E* Debentures are not redeemable.] *F*
[The *E* Debentures may be redeemed prior to
matur-ity, at the option of the Company, as a whole at any time,
or in part from time to time, and for the Sinking Fund for the
*E* Debentures, on *L* and on any *M* thereafter, upon not less
than thirty days' previous notice given by mail to the
regis-tered holders, all as provided in the Indenture and the
*A* Supplemental Indenture at the Regular Redemption Prices
(expressed in percentages of principal amount) set forth below
if redeemed otherwise than by operation of the provisions of
said Sinking Fund, or at the Sinking Fund Redemption Prices
(expressed in percentages of principal amount) set forth below
if redeemed by the operation of said Sinking Fund, together in
each case with accrued interest to the redemption date:] *F*
[If Redeemed If Redeemed
During During
12-Month 12-Month Sinking
Period Regular Sinking Fund Period Regular Fund
Commencing Redemption Redemption Commencing Redemption Redemption
*M* Prices Prices *M* Prices Prices
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
7
<PAGE> 11
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
[provided, that none of the *E* Debentures may be redeemed at
the option of the company prior to *L*, if funds for such
redemption are obtained by the company, directly or indirectly,
from or in anticipation of borrowings at a cost of money to the
company (computed in accordance with generally accepted
financial practice) of less than *D*% per annum.] *O*
[The Company may also, at its option, redeem for the
Sinking Fund, at the applicable redemption price for the Sinking
Fund contained in Section 3.01, up to an additional *Q* principal
amount of the *E* Debentures on *L*, and on each succeeding *M*,
to and including *R*, and such additional retirements may operate
to reduce the principal amount of the *E* Debentures required to
be redeemed on any succeeding *M* for the Sinking Fund. Such
optional right to redeem *E* Debentures shall not be cumulative
and to the extent not exercised on any such *M* will terminate.]
*P*
In case a default, as defined in the Indenture, shall
occur, the principal of all the Debentures then outstanding may be
declared due and payable in the manner and with the effect
provided in the Indenture. The Indenture provides that such
dec-laration may in certain events be rescinded by the holders of
a majority in principal amount of all Debentures then outstanding.
This Debenture is transferable as prescribed in the
Indenture by the registered holder in person, or by his duly
authorized attorney, at the principal corporate trust office of
the Trustee in said Borough of Manhattan, upon surrender and
can-cellation of this Debenture, and, thereupon, a new *E*
Debenture or Debentures, of authorized denominations, for a like
aggregate principal amount, will be issued to the transferee in
exchange therefor as provided in the Indenture. No service charge
shall be made for any such transfer, 'but the Company may require
pay-ment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
Subject to the
8
<PAGE> 12
foregoing provisions as to the person entitled to receive payment
of interest hereon, the Company and the Trustee may deem and treat
the person in whose name this Debenture is registered as the
absolute owner hereof for the purpose of receiving payment of or
on account of the principal, redemption premium, if any, and
interest due hereon and for all other purposes.
The *E* Debentures are issuable as registered
Deben-tures without coupons in the denominations of $1,000 and any
mul-tiple thereof authorized by the Board of Directors. The *E*
Debentures may be exchanged without payment of a service charge
for a like aggregate principal amount of *E* Debentures of other
authorized denominations at the principal corporate trust office
of the Trustee and in the manner and subject to the limitations
provided in the Indenture.
If any or all of the Debentures of any series are to be
redeemed, the Company shall not be required (i) to register the
transfer of, or exchange, any Debenture of such series during a
period beginning at the opening of business 15 days before the day
of mailing of the notice of redemption and ending at the close of
business on such day, (ii) to register the transfer of, or
exchange, any Debenture which has been called for redemption in
whole, or the called portion of any Debenture which has been
called for redemption in part, (iii) to register the transfer of,
or exchange, the uncalled portion of any Debenture which has been
selected for redemption in part, in the absence of instructions
from the holder thereof authorizing the Company to retain for
redemption on the redemption date the portion of such Debenture
representing the principal amount which has been selected for
redemption, together with instructions for the registration and
delivery of the new Debenture to be issued for the principal
amount which has not been selected for redemption, or (iv) to
register the transfer of, or exchange, after the close of
busi-ness on any record date, as defined in the Indenture, any
Deben-ture which has been selected for redemption in whole or in
part if the date fixed for such redemption shall fall within the
period subsequent to such record date to and including the
inter-est payment date next following such record date.
No recourse shall be had for the payment of the
princi-pal of, or the interest on, or the premium, if any, on this
Debenture, or any part thereof, or for any claim based hereon or
otherwise in respect hereof or of the indebtedness represented
hereby, or based on any obligation, covenant or agreement of the
Indenture, or the *A* Supplemental Indenture, against any
incor-porator, stockholder, officer or director, as such, past,
present
9
<PAGE> 13
or future, of the Company or of any successor corporation (either
directly or through the Company or any such successor
corpora-tion), whether by virtue of any constitutional provision,
statute or rule of law, or by the enforcement of any assessment or
pen-alty or otherwise, all liability, if any, of that character
against every such incorporator, stockholder, officer and direc-tor
being by the acceptance hereof, and as part of the considera-tion
for the issue hereof, expressly waived and released.
[END OF FORM OF *E* DEBENTURE]
ARTICLE TWO.
ISSUE OF *E* DEBENTURES.
SECTION 2.01. Upon receipt by the Trustee of the items
specified in Section 4.03 of the Indenture, *E* Debentures for the
aggregate principal amount of *C* may forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered to or upon the order of the Company
signed by its Chairman of the Board, or its President, or a Senior
Vice President, or a Vice President and by its Treasurer, or an
Assistant Treasurer.
ARTICLE THREE.
REDEMPTION AND SINKING FUND -- *E* DEBENTURES.
SECTION 3.01. [The *E* Debentures are not redeemable]
*F* [The *E* Debentures may be redeemed prior to maturity in the
manner provided in Article Five of the Indenture, as a whole at
any time or in part from time to time at the option of the Company
at the redemption prices (expressed in percentages of principal
amount) set forth in the tabulation below under the heading
"Regular Redemption Prices" and for the Sinking Fund provided for
in Section 3.02 of this *A* Supplemen-tal Indenture on *L* and on
any *M* thereafter at the redemption prices (expressed in
percentages of principal amount) set forth in the tabulation below
under the heading "Sinking Fund Redemp-tion Prices," in each case
plus interest accrued and unpaid thereon to the date fixed for
such redemption:
10
<PAGE> 14
If Redeemed If Redeemed
During During
12-Month 12-Month Sinking
Period Regular Sinking Fund Period Regular
Fund
Commencing Redemption Redemption Commencing Redemptio
n Redemption
*M* Prices Prices *M* Prices Prices
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
*T* ..... *U* *U* *T* ..... *U* *U*
[provided, that none of the *E* Debentures may be redeemed at the
option of the Company prior to *L*, if funds for such redemption
are obtained by the Company, directly or indirectly, from or in
anticipation of borrowings at a cost of money to the Company
(computed in accordance with generally accepted finan-cial
practice) of less than *D*% per annum.] *O*
The foregoing redemption prices and terms shall be set
forth in each definitive Debenture of the *E* Debentures prior to
the execution and authentication thereof.] *N* *P*
SECTION 3.02. [The *E* Debenture are not subject to
redemption through a sinking fund.] *F* [The Company will, as
long as any of the *E* Debentures shall be outstanding and shall
not have become due, redeem for the Sinking Fund, at the
applicable redemption price specified for the Sinking Fund in
Section 3.01 of this *A* Supplemental Indenture, on *L*, and on
each suc-ceeding *M*, to and including *R*, *S* principal amount
of *E* Debentures.
11
<PAGE> 15
In addition, the Company may, at its option, redeem for
the Sinking Fund, at the applicable redemption price speci-fied
for the Sinking Funds in Section 3.01, up to an additional *Q*
principal amount of the *E* Debentures on *L*, and each succeeding
*M*, to and including *R*. Such optional right to redeem *E*
Debentures shall not be cumulative and to the extent not exercised
on any such *M* will terminate.
The Company shall have the right to anticipate at any
time, or from time to time, all or any part of any one of more of
the mandatory Sinking Fund installments by delivering *E*
Debentures to the Trustee or by applying as a credit upon such
installment any *E* Debentures previously redeemed by the
Com-pany at its option in accordance with the provisions of
Section 3.01 of this *A* Supplemental Indenture or previously
redeemed at its option for the Sinking Fund in accordance with
the pro-visions of the Second paragraph of this Section 3.02 of
this *A* Supplemental Indenture.
Whenever the Company shall deliver to the Trustee *E*
Debentures for account of the mandatory Sinking Fund, or shall
apply as a credit upon any mandatory Sinking Fund installment
any *E* Debentures previously redeemed by the Company at its option
pursuant to Section 3.01 of this *A* Supplemental Inden-ture or
previously redeemed at its option for the Sinking Fund
in accordance with the provisions of Section 3.02 of this *A*
Supplemental Indenture, the Company shall file with the Trustee
an Officers' Certificate stating that the *E* Debentures so
delivered or so redeemed are to be credited upon a specified
Sinking Fund installment or installments, and that none of such *E*
Debentures has theretofore been applied as a credit upon any
mandatory Sinking Fund installment.
Whenever the Company shall call *E* Debentures for
redemption for the Sinking Fund pursuant to the first paragraph
of this Section 3.02, the Company shall file an Officers'
Cer-tificate with the trustee stating the principal amount of
*E* Debentures so called for redemption, and the redemption date
and specifying the Sinking Fund installment or installments with
respect to which such call is made.] *N* *P
12
<PAGE> 16
ARTICLE FOUR.
PARTICULAR COVENANT OF THE COMPANY.
SECTION 4.01. Section 6.08 of the Indenture is
sup-plemented by adding the following thereto prior to the last
paragraph thereof:
"So long as any of the *E* Debentures are
outstanding, the Company will not declare or pay
any dividend or make any other distribution upon
any of its capital stock or purchase or redeem or
otherwise acquire for the consideration any of its
capital stock (excluding from such restriction and
from the calculation in this Section 6.08
divi-dends paid in capital stock and capital stock
pur-chased, redeemed or otherwise acquired to the
extent that it was so acquired in exchange for or
with the proceeds of the issue of other capital
stock) if, after giving effect to such dividend,
distribution, purchase, redemption or other
acqui-sition, the cumulative aggregate amount of
all dividends and distributions declared or paid on
its capital stock and the amount paid for the
purchase, redemption or acquisition of its capital
stock subsequent to December 31, 19*T* by the
Com-pany exceeds the amount of the consolidated net
income available for dividends after December 31,
19*T*, plus $*U*, plus such additional amounts as
shall, upon application by the Company, be
autho-rized or approved by the Securities and
Exchange Commission, or by any successor commission
or authority administering the Public Utility
Holding Company Act of 1935.
"In the case of any consolidation or merger
of the Company with or into any other corporation
or the transfer of all or substantially all of the
assets of the Company as an entirety to another
corporation, as permitted by Article Thirteen, the
foregoing covenant shall apply, from and after the
effective date, to the Successor Corporation so
that, so long as any of the *E* Debentures are
outstanding, the Successor Corporation will not
declare or pay any dividend or make any other
dis-tribution upon any of its capital stock or
13
<PAGE> 17
purchase or redeem or otherwise acquire for a
consideration any of its capital stock (excluding
from such restriction and from the calculation in
this Section 6.08 dividends paid in capital stock
and capital stock purchased, redeemed or otherwise
acquired to the extent that it was so acquired in
exchange for or with the proceeds of the issue of
other capital stock) if, after giving effect to
such dividend, distribution, purchase, redemption
or other acquisition, the cumulative aggregate
amount of all dividends and distributions declared
or paid on its capital stock and the amount paid
for the purchase, redemption or acquisition of its
capital stock by the Company subsequent to
Decem-ber 31, 19*T*, and prior to the effective
date, and by the Successor Corporation after the
effect-ive date, exceeds the amount of consolidated
net income available for dividends of the Company
and its subsidiaries after December 31, 19*T*, and
prior to the effective date, plus the amount of the
consolidated net income available for divi-dends of
the Successor Corporation and its subsid-iaries
after the effective date, plus $*U* plus such
additional amounts as shall, upon application by
the Company, or by any Successor Corporation, be
authorized or approved by the Securities and
Exchange Commission, or by any successor
commis-sion or authority administering the Public
Utility Holding Company Act of 1935."
ARTICLE FIVE.
CONCERNING THE TRUSTEE.
SECTION 5.01. The Trustee accepts the trusts hereby
declared and provided and agrees to perform the same upon the
terms and conditions of the Indenture set forth.
Subject to the provisions of Article Ten of the
Indenture, the Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity, enforceability or
sufficiency of this *A* Supplemental Indenture, or the due
exe-cution hereof by the Company, or for or in respect to the
recitals contained herein, all of which recitals are made by the
Company solely. In general, each and every term and condition
contained in Article Ten of the Indenture shall apply to
14
<PAGE> 18
this *A* Supplemental Indenture with the same force and effect as
if the same were herein set forth in full, with such omis-sions,
variations and modifications thereof as may be appropri-ate to
make the same conform to this *A* Supplemental Indenture.
ARTICLE SIX.
MISCELLANEOUS PROVISIONS.
SECTION 6.01. All the terms used in this *A*
Supple-mental Indenture which are defined in the Indenture shall
have the meanings specified in the Indenture, unless the context
of this *A* Supplemental Indenture otherwise requires.
SECTION 6.02. This *A* Supplemental Indenture may be
executed in any number of counterparts, each of which so
exe-cuted shall be deemed to be an original, but all such
counter-parts shall together constitute but one and the same
instrument.
SECTION 6.03. This *A* Supplemental Indenture and each
*E* Debenture shall be deemed to be a contract made under the
laws of the State of New York, and for all purposes shall be
construed in accordance therewith.
15
<PAGE> 19
IN WITNESS WHEREOF, said Consolidated Natural Gas
Company has caused this *A* Supplemental Indenture to be
exe-cuted in its corporate name by its Chairman of the Board, or
its President, or one of its Vice Presidents and its corporate
seal to be hereunto affixed and to be attested by its
Secre-tary, or an Assistant Secretary, and said Chemical Bank
has caused this *A* Supplemental Indenture to be executed in its
corporate name by its President, or one of its Vice Presidents,
or one of its Assistant Vice Presidents and its corporate seal
to be hereunto affixed and to be attested by one of its Trust
Officers, all as of *B*.
CONSOLIDATED NATURAL GAS COMPANY,
By
Executive Vice President.
Attest
[CORPORATE SEAL]
Secretary.
CHEMICAL BANK,
By
Assistant Vice President.
Attest:
[CORPORATE SEAL]
Trust Officer.
16
<PAGE> 20
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of , in the year ,
before me personally came , to me known, who,
being by me duly sworn, did depose and say that he resides at
; that he is a
of CONSOLIDATED NATURAL GAS COMPANY, one of the corporations
described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to
said instrument bearing the corporate name of said corporation
is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation; and that he signed his
name thereto by like order.
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of , in the year ,
before me personally came , to me known, who,
being by me duly sworn, did depose and say that he resides at
; that he is a
of CHEMICAL BANK, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument
bearing the name of said corporation is such corporate seal;
that it was so affixed by authority of the Board of Directors
of said corporation; and that he signed his name thereto by
like authority.
[NOTARIAL SEAL]
17
<PAGE> 21
LEGEND
The following descriptions correspond to the dates,
amounts and other information not contained in this Form of
Supplemental Indenture, and are to be determined as appropriate
for the series of debentures created under the designed
Supple-mental Indenture.
*A* Insert applicable number of the Supplemental Indenture.
*B* Insert applicable date of the Supplemental Indenture.
*C* Insert principal amount authorized by applicable Supplemental
Indenture.
*D* Insert applicable interest rate.
*E* Insert applicable maturity date of series.
*F* Bracketed information to be included or deleted based on the
provisions of the Debentures.
*G* Insert applicable information concerning preceding
Supplemental Indentures.
*H* Insert applicable interest payment dates.
*I* Insert first interest payment date.
*J* Insert applicable record dates.
*K* Insert initial applicable authentication date.
*L* Insert applicable date for the first sinking fund redemption
including year, month and day.
*M* Insert appropriate month, day and/or year.
*N* Delete or revise to reflect actual redemption provisions, if
any.
*O* Delete or revise provision to reflect actual refunding
protection, if any.
*P* Delete or revise to reflect actual sinking fund provisions,
if any.
*Q* Insert applicable principal amount.
18
<PAGE> 22
*R* Insert applicable date of final sinking fund redemption.
*S* Insert applicable principal amount.
*T* Insert applicable year.
*U* Insert applicable amount.
19
<PAGE> 1 Exhibit B
CONSOLIDATED NATURAL GAS COMPANY
STANDARD PURCHASE AGREEMENT PROVISIONS -- DEBT SECURITIES
INCLUDING
FORM OF PURCHASE AGREEMENT
<PAGE> 2
CONSOLIDATED NATURAL GAS COMPANY
STANDARD PURCHASE AGREEMENT PROVISIONS -- DEBT SECURITIES
From time to time, Consolidated Natural Gas Company, a Delaware
corporation ("Company"), may enter into purchase agreements that provide for
the sale of designated securities to the purchaser or purchasers named
therein. The standard provisions set forth herein may be incorporated by
reference in any such purchase agreement ("Purchase Agreement"). The Purchase
Agreement, including the provisions incorporated therein by reference, is
herein sometimes referred to as "this Agreement". Unless otherwise defined
herein, terms defined in the Purchase Agreement are used herein as therein
defined.
1. Introductory. The Company proposes to issue and sell from time to
time debt securities registered under the registration statement referred to
in Section 2(a) ("Securities"). The Securities will be issued under an
Indenture, dated as of May 1, 1971, between the Company and Chemical Bank, as
Trustee, Securities Resolutions (if permitted by and as defined in such
Indenture) or supplemental indentures, including a Securities Resolution or
supplemental indenture pertaining to the particular series of Securities
involved in the offering ("Indenture"), and will have varying designations,
interest rates and times of payment of any interest, maturities, redemption
provisions and other terms, with all such terms for any particular series of
the Securities being determined at the time of the sale. The Securities
involved in any such offering are hereinafter referred to as the "New
Securities", and the purchaser or purchasers, as the case may be, which agree
to purchase the same are hereinafter referred to as the "Purchasers" of such
New Securities. The terms "you" and "your" refer to those Purchasers who sign
the Purchase Agreement either on behalf of themselves only or on behalf of
themselves and as representatives of the several Purchasers named in Schedule
A thereto ("Schedule A"), as the case may be, unless one of such Purchasers
shall have been appointed representative ("Representative") of all of the
Purchasers who sign the Purchase Agreement, in which case, the terms "you" and
"your" shall mean such Purchaser acting in its capacity as Representative.
2. Representations and Warranties of the Company. The Company
represents and warrants to and agrees with each Purchaser that:
(a) A registration statement on Form S-3 relating to the Securities
including a prospectus and all documents incorporated by reference therein has
been filed with the Securities and Exchange Commission ("Commission") and has
become effective. Such registration statement, including the prospectus set
forth therein, as amended by a prospectus supplement with respect to the
offering of New Securities referred to in Section 1 and all prior amendments
and supplements thereto (other than supplements and amendments relating to
Securities that are not New Securities), including all documents filed as a
part thereof or incorporated therein, is hereinafter referred to as the
"Registration Statement" and such prospectus, as so amended or supplemented
(including all material incorporated by reference therein) is hereinafter
referred to as the "Prospectus".
<PAGE> 3
(b) The Registration Statement and the Prospectus in all material
respects comply with the provisions of the Securities Act of 1933, as amended
("Act"), and the applicable rules and regulations of the Commission thereunder
("Rules and Regulations") and the Trust Indenture Act of 1939 ("Trust
Indenture Act"); the Registration Statement does not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Prospectus does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading and all documents incorporated therein by
reference pursuant to Item 12 of Form S-3 as of the respective dates on which
they were filed complied in all material respects with the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
pertinent published rules and regulations thereunder (the "Exchange Act Rules
and Regulations") and, on said dates, and at the time of purchase, when read
together with the Prospectus, or the Prospectus as it may be otherwise amended
or supplemented, will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of circumstances under which they
were made, not misleading, except that the Company makes no warranty or
representation to any Purchaser with respect to any statement contained in or
any matter omitted from the Registration Statement or Prospectus, which
statements were made, or matters omitted, in reliance upon and in conformity
with information furnished in writing to the Company through you for use in
the Registration Statement and Prospectus.
(c) The Commission has issued an order under the Public Utility Holding
Company Act of 1935 ("PUHCA") permitting to become effective the Form U-1
Declaration filed by the Company with respect to the issue and sale of the
Securities (including the New Securities), such order being subject, however,
to such supplemental orders, if any, as the Commission may issue under PUHCA.
A copy of such order heretofore issued by the Commission has been or will be
delivered to the Purchasers.
(d) Except as otherwise contemplated herein, no approval, authorization,
consent, certificate or order of any State commission or regulatory authority
is necessary with respect to the issuance or the sale of the New Securities by
the Company.
(e) Since the respective dates as of which information is given in the
Registration Statement and Prospectus, there has been no material and
unfavorable change in the condition of the Company and its subsidiaries, on a
consolidated basis, financial or otherwise, other than as referred to in the
Registration Statement and Prospectus.
(f) The consummation of the transactions herein contemplated and the
performance by the Company of the terms of this Agreement will not result in
the breach by the Company of any terms of, or constitute a default under, any
other agreement or undertaking of the Company.
<PAGE> 4
3. Delivery and Payment. Payment for the New Securities shall be made
to the Company or its order by certified or official bank check or checks
payable in New York Clearinghouse funds (unless otherwise specified in the
Purchase Agreement, in which case payment shall be made as so specified) at
the office of the Company, 44 Wall Street, New York, New York 10005 (unless
another place is specified in the Purchase Agreement, in which case such
payment shall be made at the place so specified), against the delivery of the
New Securities at said office to the Purchasers or you for the respective
accounts of the Purchasers. Such payment and delivery shall be made at 10:00
A.M., New York time, on the date set forth in the Purchase Agreement, unless
another time shall be agreed to by the Company and by you or unless postponed
in accordance with the provisions of Section 8 hereof. The time at which
payment and delivery are actually made is hereinafter sometimes called "time
of purchase".
You shall specify the denominations of the New Securities to be
delivered and the name and address in which each New Security is to be
registered, by notice delivered to the Company not later than 10:00 A.M., New
York time, on the third business day preceding the time of purchase. For the
purpose of expediting the checking of the New Securities by you, the Company
agrees to make the New Securities available to you, at an office in New York
City designated by the Trustee, not later than 2:00 P.M., New York time, on
the first business day preceding the time of purchase.
4. Covenants of the Company. The Company covenants and agrees with the
several Purchasers:
(a) To advise you promptly of any proposal to amend or supplement
the Registration Statement or the Prospectus with respect to any New
Securities at any time when a prospectus relating to such New Securities is
required to be delivered under the Act and will furnish to you a copy of each
such proposed amendment or supplement prior to the filing thereof;
(b) If at any time when a Prospectus relating to the New Securities
is required to be delivered under the Act any event occurs as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact, or omit to state any material fact necessary to
make the statements therein, in the light of circumstances under which they
were made, not misleading, or if it is necessary at any time to amend or
supplement the Registration Statement or the Prospectus to comply with the
Act, to promptly prepare and file with the Commission an amendment or
supplement which will correct such statement or omission or an amendment which
will effect such compliance;
(c) To furnish to you copies of the registration statement relating
to the Securities as originally filed and all amendments thereto (at least one
of which will be as filed with the Commission via EDGAR and will include all
exhibits except those incorporated by reference to previous filings with the
Commission), a copy of each consent and certificate of independent accountants
and of each other person whose profession gives authority to statements made
<PAGE> 5
by him and who is named in the Registration Statement as having prepared,
certified or reviewed any part thereof, each related prospectus, the
Prospectus, and all amendments and supplements to such documents (except
supplements relating to Securities that are not New Securities) as filed with
the Commission via EDGAR, in each case as soon as available and in such
quantities as you may reasonably request for the purpose contemplated by the
Act and to furnish to you sufficient copies of the foregoing (including copies
of the Registration Statement (other than exhibits and consents filed as
exhibits to the Registration Statement)) for distribution of two copies of the
Registration Statement and a sufficient number of copies of the Prospectus to
each of the other Purchasers;
(d) To furnish such proper information as may be required and
otherwise to cooperate in qualifying the New Securities for sale and in
determining their eligibility for investment under the laws of such
jurisdictions as you may designate and to pay or reimburse you for expenses
and reasonable legal fees incurred in connection therewith, provided, that the
Company shall not be required to qualify as a foreign corporation or to file a
consent to service of process in any state;
(e) To advise you promptly (confirming such advice in writing) of
any request made by the Commission for amendments to the Registration
Statement or Prospectus or for additional information with respect thereto or
of notice of institution of proceedings for, or the entry of, a stop order
suspending the effectiveness of the Registration Statement, and if such a stop
order should be entered by the Commission, to make every reasonable effort to
obtain the lifting or removal thereof as soon as possible;
(f) For a period of five years from the date hereof to furnish to
you and to each other Purchaser who may so request (i) as soon as practicable
after the close of each fiscal year a copy of the Company's annual report to
stockholders for such year; (ii) as soon as available, a copy of each report
or definitive proxy statement of the Company filed with the Commission under
the Exchange Act or mailed to stockholders; and (iii) copies of documents,
reports and information furnished to Securityholders pursuant to the
provisions of the Indenture;
(g) During such period of time after the effective date of the
Registration Statement as the Purchasers are required by law to deliver a
prospectus in connection with any sale of the New Securities contemplated by
the Prospectus, if any event relating to or affecting the Company or of which
the Company shall be advised in writing by you shall occur which in the
Company's opinion should be set forth in a supplement or amendment to the
Prospectus in order to make the Prospectus not misleading in the light of the
circumstances when it is delivered to a Purchaser, to amend or supplement the
Prospectus by either (i) preparing and filing with the Commission and
furnishing to you at the Company's expense a reasonable number of copies of a
supplement or supplements or an amendment or amendments to the Prospectus or
(ii) making an appropriate filing pursuant to Section 13 or 14 of the Exchange
Act, which will supplement or amend the Prospectus so that, as supplemented or
amended, it will not contain an untrue statement of a material fact or omit
<PAGE> 6
to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a Purchaser, not misleading; provided that should
such event relate solely to the activities of any of the Purchasers, then the
Purchasers shall assume the expense of preparing any such amendment or
supplement;
(h) During such period of time after the date hereof as a
prospectus relating to the New Securities is required to be delivered under
the Act, to file promptly all documents required to be filed with the
Commission pursuant to Section 13 or 14 of the Exchange Act;
(i) To make generally available to its securityholders (as
contemplated by Rule 158 of the Rules and Regulations or otherwise) a
consolidated earnings statement of the Company and its subsidiaries covering a
twelve-month period beginning the first day of the first fiscal quarter
occurring after the effective date of the Registration Statement, as soon as
reasonably practicable after the termination of such twelve-month period;
(j) To pay all expenses, fees and taxes, other than transfer taxes,
in connection with (i) the preparation and filing of the Registration
Statement and Prospectus, any documents incorporated by reference therein at
or after the date thereof and any amendments or supplements thereto, (ii) the
issue, sale and delivery of the New Securities to the Purchasers, (iii) the
qualification of the New Securities for sale and the determination of their
eligibility for investment under laws as aforesaid, and (iv) the furnishing of
the opinions (other than the opinion of Counsel for the Purchasers) and
certificates referred to in Section 5 hereof;
(k) To pay the fees and expenses of Cahill Gordon & Reindel (herein
called "Counsel for the Purchasers") and to reimburse the Purchasers for their
reasonable out-of-pocket expenses incurred in contemplation of the performance
of this Agreement, in the event that the New Securities are not delivered to
and taken up and paid for by the Purchasers hereunder for any reason
whatsoever except the failure or refusal of any Purchaser to take up and pay
for the New Securities for some reason not permitted by the terms of this
Agreement. The Purchasers agree to pay the fees and expenses of Counsel for
the Purchasers in any other event;
(l) To apply the net proceeds from the sale of New Securities,
together with other funds of the Company, as set forth under the heading "Use
of Proceeds" in the Prospectus;
(m) If a public offering of the New Securities is to be made
(unless the Purchase Agreement shall provide otherwise), to use its best
efforts to list the New Securities on the New York Stock Exchange; and
(n) If a public offering of the New Securities is to be made, not
to offer or sell any of the Company's debt securities which are similar to the
New Securities prior to ten business days after the time of purchase without
your consent.
<PAGE> 7
5. Conditions of Purchasers' Obligations. The several obligations of
the Purchasers hereunder are subject to the following conditions:
(a) That at the time of purchase you shall be furnished with signed
copies of the following, addressed to the Purchasers and with photostatic
copies or signed or conformed counterparts thereof for each of the other
Purchasers:
(i) An opinion of counsel to the Company, stating in substance:
(A) That the Company has been duly incorporated and is at the
time of purchase validly existing as a corporation in good
standing under the laws of the State of Delaware, with charter
power to carry on the business in which it is now engaged;
(B) That the subsidiaries of the Company named in the
Prospectus are validly organized and existing under the laws of
the respective jurisdictions in which they are incorporated and
that all of the outstanding capital stock of each such
subsidiary company is owned by the Company and is not subject
to any lien or encumbrance;
(C) That this Agreement has been duly authorized, executed and
delivered by the Company;
(D) That the Indenture has been duly authorized, executed and
delivered by the Company and is a valid instrument, legally
binding upon the Company, that the New Securities have been
duly authorized and issued and constitute the legal, valid and
binding obligations of the Company and are entitled to the
benefits provided by the Indenture, except, in each case, as
limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights generally, and that the remedy
of specific performance and other forms of equitable relief are
subject to the discretion of the court before which any
proceeding may be brought;
(E) That the New Securities conform in all material respects as
to legal matters with the statements concerning the New
Securities in the Prospectus;
(F) That the statements of the law and legal conclusions in the
Prospectus set forth in the section "The Company and Its
Subsidiaries", "Certain Terms and Description of Securities and
Indenture" and, in the Annual Report of the Company on Form
10-K incorporated by reference in the Prospectus (in the
sections "[insert appropriate sections of 10-K]"), are to the
best of the knowledge of said counsel true and accurate and do
not omit to state any material facts required to be stated
therein or necessary to make such statements not misleading;
<PAGE> 8
(G) That (i) the Registration Statement and the Prospectus and
any amendment or supplement thereto (other than the financial
statements and other financial and statistical information
contained therein, as to which such counsel need express no
opinion) comply as to form with the requirements of Form S-3,
the Rules and Regulations and the Trust Indenture Act; (ii) the
documents incorporated by reference in the Prospectus at the
time the Registration Statement became effective and at the
time of purchase (other than the financial statements and other
financial and statistical information contained therein, as to
which such counsel need express no opinion) complied when filed
pursuant to the Exchange Act as to form with the requirements
of the Exchange Act and the Exchange Act Rules and Regulations;
and (iii) the Indenture has been duly qualified under the Trust
Indenture Act;
(H) The original order of the Commission referred to in
subsection (c) of Section 2 of this Agreement has been obtained
and, to the best of the knowledge of said counsel, is in full
force and effect; any required supplemental order of the
Commission, referred to in subsection (c) of Section 2 of this
Agreement, has been duly issued and, to the best of the
knowledge of said counsel, is in full force and effect; and no
further approval, authorization, consent, certificate or order
of any Federal commission or regulatory authority is necessary
with respect to the execution and delivery of the Indenture or
the issue and sale of the New Securities by the Company as
contemplated in this Agreement;
(I) That all contracts of the Company and its subsidiaries that
are required to be filed as exhibits to the Registration
Statement under the Act and the Rules and Regulations have been
so filed, and that to the extent required all material
contracts of the Company and its subsidiaries have been
properly described in the Registration Statement and
Prospectus; and
(J) That such counsel has participated in the preparation of
the Registration Statement and Prospectus and no facts have
come to the attention of such counsel to lead such counsel to
believe that either the Registration Statement or the
Prospectus at the time the Registration Statement or any
amendment thereto became effective, or the Prospectus or any
amendment or supplement thereto when the Prospectus or such
amendment or supplement was filed, or the Prospectus as it may
be amended or supplemented as of the time of purchase, contains
an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading;
<PAGE> 9
(ii) An opinion of Counsel for the Purchasers as to matters
referred to in paragraph (a)(i) of this Section 5 under the
subheadings (C), (D), (E), the third clause of (G) and (H) (except
for the third clause, in lieu of which such counsel shall state that
they are not aware of any approval of any other regulatory body
being so required), and that the Registration Statement and the
Prospectus, as of the date the Registration Statement became
effective (other than the financial statements and other financial
and statistical information contained therein, Exhibit 12 to the
Registration Statement and the Form T-1 of the Trustee, as to which
such counsel need express no opinion), appear to comply as to form
in all material respects with the requirements of Form S-3 and the
Rules and Regulations and the Trust Indenture Act. In addition such
counsel shall state that they have participated in conferences with
officers and other representatives of the Company, counsel for the
Company and representatives of the independent accountants of the
Company at which the contents of the Registration Statement and
Prospectus and related matters were discussed and, although such
counsel is not passing upon and does not assume any responsibility
for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and Prospectus (except as to
the matters referred to in paragraph (a)(i) of this Section 5 under
subheading (E)), on the basis of the foregoing (relying as to
materiality to a large extent upon the opinions of officers, counsel
and other representatives of the Company), no facts have come to the
attention of such counsel which lead them to believe that the
Registration Statement or any amendment thereto when such
Registration Statement or amendment became effective or the
Prospectus or any supplement thereto when such supplement was filed
contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which
they were made, not misleading (it being understood that such
counsel need make no comment with respect to the financial
statements and other financial and statistical data included in the
Registration Statement or Prospectus, Exhibit 12 to the Registration
Statement, and the Form T-1 of the Trustee); and
(iii) A letter, dated the time of purchase addressed to the
Purchasers from the independent accountants for the Company to the
effect that:
(A) they are independent accountants within the meaning of the Act
and the Rules and Regulations;
(B) in their opinion, the consolidated financial statements audited
by them and incorporated by reference in the Registration
Statement comply as to form in all material respects with the
applicable accounting requirements of the Act and the Rules and
Regulations with respect to registration statements on Form
S-3;
<PAGE> 10
(C) on the basis of procedures (but not an examination in
accordance with generally accepted auditing standards)
consisting of:
(1) reading the minutes of meetings of the stockholders and the
Board of Directors of the Company and its consolidated
subsidiaries since December 31, of the most recent
preceding year as set forth in the minute books, but in no
event through a specified date not more than five business
days prior to the date of delivery of such letter;
(2) reading the unaudited consolidated balance sheets and the
unaudited consolidated statements of income, of cash flows
and of retained earnings for the periods included in the
Company's quarterly reports on Form 10-Q for the current
year (for the quarters ended March 31, June 30 and
September 30, as the case may be), incorporated by
reference in the Registration Statement;
(3) reading the unaudited consolidated financial data of the
Company and subsidiaries for the period from the latest
quarterly reporting period to the date of the latest
available interim data, furnished by the Company, officials
of the Company having advised them that no such
consolidated financial data as of any date or for any
period subsequent to such latest date were available; and
(4) making inquiries of certain officials of the Company who
have responsibility for financial and accounting matters
regarding the specific items for which representations are
requested below;
nothing has come to their attention as a result of the foregoing
procedures that caused them to believe that:
(a) the unaudited condensed consolidated data statements
incorporated by reference in the Registration Statement
do not comply as to form in all material respects with
the applicable accounting requirements of the Exchange
Act as it applies to Form 10-Q and the Exchange Act
Rules and Regulations or said financial data are not
stated on a basis substantially consistent with that of
the audited financial statements incorporated by
reference in the Registration Statement;
<PAGE> 11
(b) for the period from the date of the latest quarterly
report on Form 10-Q to the date of the latest available
unaudited consolidated income statement read by such
accountants, there were any decreases, as compared with
the corresponding period of the prior year, in
consolidated total operating revenue, in operating
income or in net income, except in all instances for
decreases which the Registration Statement discloses
have occurred or may occur, or they shall state any
specific decreases;
(c) at the date of the latest available balance sheet read
by such accountants, and at a subsequent specified date
not more than five days prior to the date of delivery
of such letter, there was any change in common stock or
long-term debt of the Company, or any decrease in total
stockholders' equity as compared with amounts shown on
the latest unaudited condensed consolidated balance
sheet included in the Registration Statement (including
documents incorporated by reference), [except as to
dividends on common stock that have been delcared in
the normal course of business, amortization of
long-term debt discount or premium, the retirement of
long-term debt to satisfy mandatory sinking fund
requirements, and the issuance of common stock in
connection with the Company's long-term incentive plans
and thrift plans] (1) or, from the date of the latest
available unaudited condensed consolidated income
statement read by such accountants to the subsequent
specified date, any decreases, as compared with the
corresponding period in the preceding year, in
consolidated total operating revenues, in operating
income or in net income, except in all instances for
changes or decreases which the Registration Statement
(including documents incorporated by reference)
discloses have occurred or may occur, or except as
otherwise noted in such letter.
_______________
(1) Relevant exceptions will be stated.
<PAGE> 12
(D) the specified dollar amounts (or percentages derived from such
dollar amounts) under captions specified by the purchasers and
agreed to by such independent accountants contained in the
Registration Statement (including documents incorporated by
reference), in each case to the extent that such dollar amounts
and percentages are obtained from the general accounting
records of the Company and its subsidiaries subject to the
internal controls of the Company's accounting system or are
derived directly from such records by analysis or computation,
is in agreement with such records or computations made
therefrom, except as otherwise specified in such letter;
(b) That no amendment to the Registration Statement in the form
in which the Registration Statement is effective at the date of this
Agreement, filed subsequent to the execution of this Agreement, or supplement
to the Prospectus constituting a part of such Registration Statement, filed
subsequently to the execution of this Agreement, shall contain information
substantially different from that contained in such Registration Statement or
Prospectus which shall be unsatisfactory in substance to you or unsatisfactory
in form to Counsel for the Purchasers;
(c) That prior to the time of purchase, no stop order with
respect to the effectiveness of the Registration Statement shall have been
issued under the Act by the Commission or proceedings therefor initiated or
threatened; that at the time of purchase the Registration Statement, as
amended or supplemented, shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and that the
Prospectus, as amended or supplemented, shall not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(d) That since the respective dates as of which information is
given in the Registration Statement and Prospectus and prior to the time of
purchase, no material and unfavorable change in the condition of the Company
and its subsidiaries on a consolidated basis, financial or otherwise, shall
have taken place (other than as referred to in the Registration Statement and
Prospectus); and the Company will, at the time of purchase, deliver to you,
with photostatic copies for delivery to each of the Purchasers, a certificate
of its Chairman of the Board or its President or a Vice President and its
Treasurer or an Assistant Treasurer that such a change has not occurred;
(e) That subsequent to the date of this Agreement and prior to
the time of purchase there shall not have occurred (i) any downgrading in the
rating of any debt securities of the Company by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g) under
the Act); (ii) any banking moratorium declared by Federal or New York
authorities; or (iii) any outbreak or escalation of major hostilities in
<PAGE> 13
which the United States is involved, any declaration of war by Congress or any
other substantial national or international calamity or emergency if, in your
reasonable judgment, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the New Securities; and
(f) That the Company shall have performed such of its
obligations under this Agreement as are to be performed by the terms hereof at
or before the time of purchase.
6. Conditions of Company's Obligations. The obligations of
the Company with respect to the delivery of New Securities shall be subject to
the following conditions:
(a) That prior to the time of purchase, no stop order with
respect to the effectiveness of the Registration Statement shall have been
issued under the Act by the Commission or proceedings therefor initiated or
threatened; and
(b) That no order or supplement to any order of the Commission
relating to the issue or sale of the New Securities or to the application of
the proceeds thereof shall contain any conditions or provisions that are not
acceptable to the Company, it being understood that no order in effect as of
the date of this Agreement contains any such unacceptable conditions or
provisions.
7. Termination of Agreement. If a public offering of the New
Securities is to be made by the Purchasers, this Agreement may be terminated
at any time prior to 5:30 P.M., New York time, on the first business day
following the date of this Agreement (but not after the initial public
offering of the New Securities) by you with the consent of the Purchasers
(including you) who have agreed to purchase in the aggregate 50% or more of
the aggregate principal amount of the New Securities agreed to be purchased
hereunder, if trading in securities on the New York Stock Exchange shall have
been suspended or limited (other than a temporary suspension in trading to
provide for an orderly market), or minimum prices shall have been established
on such exchange, or a banking moratorium shall have been declared by either
Federal or New York State authorities. This Agreement may also be terminated
by you, with like consent whether or not a public offering of the New
Securities has been made, at any time prior to the time of purchase, if the
Company or any of its subsidiaries shall have sustained a loss by fire, flood,
accident or other calamity that is substantial with respect to the property of
the Company and its subsidiaries as a whole and that, in your judgment, shall
render it inadvisable to proceed with the delivery of the New Securities,
whether or not such loss shall have been insured.
The time of the "initial public offering", for the purposes of this
Section 7, shall mean the time, after the execution of this Agreement, of the
release by you for publication of the first newspaper advertisement referring
to the New Securities, or the time, after the execution of this Agreement, at
which the New Securities are first generally offered by the Purchasers to the
public or to dealers by letter or telegram or otherwise, whichever shall first
occur.
<PAGE> 14
If this Agreement is terminated as provided in this Section 7, the
Company and each other Purchaser shall be notified promptly by telephone or
telegram, confirmed by letter. If this Agreement shall not be carried out by
any Purchaser for any reason permitted under this Agreement or if the sale of
the New Securities to the Purchasers as herein contemplated shall not be
carried out because the Company shall be unable in good faith to comply with
any of the terms of this Agreement or if the Company shall not deliver the New
Securities for any reasons specified in Section 6 hereof, the Company shall
not be under any obligation under this Agreement (except that the Company
shall remain liable to the extent provided in Sections 4(j), 4(k), 9 and 11
hereof) and the Purchasers (except any Purchasers in default hereunder) shall
be under no liability to the Company nor be under any liability under this
Agreement to one another.
8. Default of Purchasers. If any Purchaser or Purchasers default in
their obligations to purchase New Securities hereunder and the aggregate
principal amount of New Securities which such defaulting Purchaser or
Purchasers agreed but failed to purchase is 10% of the principal amount of New
Securities or less, you may make arrangements satisfactory to the Company for
the purchase of such New Securities by other persons, including any of the
Purchasers, but if no such arrangements are made by the time of purchase the
non-defaulting Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the New Securities which such
defaulting Purchasers agreed but failed to purchase. If any Purchaser or
Purchasers so default and the aggregate principal amount of New Securities
with respect to which such default or defaults occur is more than the above
percentage and arrangements satisfactory to you and the Company for the
purchase of such New Securities by other persons are not made within
thirty-six (36) hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Purchaser or the Company,
except as provided in Sections 4(j), 4(k), 9, 10 and 11. In the event that
any Purchaser or Purchasers default in their obligation to purchase New
Securities hereunder, the Company may, by prompt written notice to the
non-defaulting Purchasers, postpone the time of purchase for a period of not
more than five (5) full business days in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus or
in any other documents, and the Company will promptly file any amendments to
the Registration Statement or supplements to the Prospectus which may thereby
be made necessary. Nothing in this Section 8, however, shall obligate any
Purchaser to purchase or find purchasers for any principal amount of New
Securities in excess of that agreed to be purchased by such Purchaser under
the terms of this Agreement; nor shall anything herein operate to limit any
rights which the Company may have against any Purchaser who shall for any
reason other than a reason permitted hereunder fail to purchase the principal
amount of New Securities purchasable by it upon tender thereof in accordance
with the terms of this Agreement. The term "Purchaser" as used in this
Agreement shall refer to and include each Purchaser substituted under this
Section 8, with like effect as if said substituted Purchaser had originally
been named in Schedule A.
<PAGE> 15
9. Indemnity by the Company. The Company agrees to indemnify, defend
and hold harmless each Purchaser and each person, if any, who controls any
Purchaser within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any loss, expense, liability or claim
(including the reasonable cost of investigation) which, jointly or severally,
any such Purchaser or person may incur under the Act or otherwise, insofar as
such loss, expense, liability or claim arises out of or is based upon any
alleged untrue statement of a material fact contained in the Registration
Statement (or in the Registration Statement as amended by any post-effective
amendment thereof) or in the Prospectus (the term "Prospectus" for the purpose
of this Section 9 shall be deemed to include any preliminary prospectus, the
prospectus included in the Registration Statement at the time it became
effective, the Prospectus, the Prospectus as amended or supplemented and any
document incorporated by reference therein pursuant to Item 12 of Form S-3),
or arises out of or is based upon any alleged omission to state a material
fact required to be stated in either such Registration Statement or such
Prospectus or necessary to make the statements made in such Registration
Statement not misleading or necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not
misleading, except insofar as any such loss, expense, liability or claim
arises out of or is based upon any alleged untrue statement of a material fact
contained in information furnished in writing to the Company through you for
use in such Registration Statement or in such Prospectus or arises out of or
is based upon any alleged omission from information furnished in writing to
the Company on behalf of any Purchaser through you to state a material fact in
connection with such information required to be stated therein or necessary to
make such information when used in such Registration Statement not misleading,
or necessary to make such information when used in such Prospectus, in the
light of the circumstances under which it was used, not misleading. The
Company's agreement to indemnify or reimburse any such Purchaser or person
with respect to any such loss, expense, liability or claim is expressly
conditioned upon its being notified of the action in connection therewith
brought against such Purchaser or person by letter or telegram addressed to
the Company within ten days after the summons or other first legal process
which discloses the nature of the liability or claim shall have been
personally served upon such Purchaser or person (or after he shall have
received notice of such service upon any agent designated by him) but failure
so to notify the Company shall not relieve the Company from any liability
which it may have to such Purchaser or person otherwise than on account of the
indemnity agreement contained in this Section 9. The Company shall be
entitled to assume the investigation of any liability or claim or the defense
of any suit brought to enforce any such liability or claim and the Purchaser
or person against whom such suit is brought shall be entitled to participate
in such investigation and defense. If the Company assumes the investigation
and defense, such investigation and defense shall be conducted by counsel of
good standing chosen by the Company and satisfactory to such Purchaser or
person, and in such case such Purchaser or person shall bear the expense of
his investigation and the fees and expenses of any additional counsel retained
by him, except those incurred after notifying the Company of such claim and
prior to being advised by the Company of its intention to assume such
<PAGE> 16
investigation or defense. If the Company does not assume the investigation of
any such claim or the defense of any such suit, or if the Company shall agree
in writing to pay such fees and expenses, or if such Purchaser or person shall
reasonably conclude that there may be defenses available to it or them which
are different from or in addition to those available to the Company, the
Company will reimburse such Purchaser or person for the reasonable fees and
expenses of any counsel retained by him; provided, however, that in such event
the Company shall be entitled, at its own expense, to participate in the
investigation or defense.
The Company's indemnity agreement contained in this Section 9 and its
warranties and representations in this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of any
Purchaser or controlling person, and shall survive any termination of this
Agreement or the issue and delivery of the New Securities.
The Company agrees promptly to notify the Purchasers of the commencement
of any litigation or proceedings against the Company or any of its officers or
directors in connection with the issue and sale of the New Securities, or such
Registration Statement or Prospectus.
10. Warranties of and Indemnity by Purchasers.
(a) Each Purchaser warrants and represents that the information
furnished in writing to the Company through you for use in the Registration
Statement or in the Prospectus does not contain an untrue statement of a
material fact and does not omit to state a material fact in connection with
such information required to be stated therein or necessary to make such
information when used in such Registration Statement not misleading, or
necessary to make such information when used in such Prospectus, in the light
of the circumstances under which it was used, not misleading. Each Purchaser,
in addition to any other information furnished to the Company through you for
use in the Registration Statement and Prospectus, hereby authorizes you to
furnish to the Company the information with regard to the terms of offering of
the New Securities by such Purchaser, for use in the Registration Statement.
(b) Each Purchaser severally agrees to indemnify, defend and hold
harmless the Company and its directors and officers and each person, if any,
who controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, from and against any loss, expense, liability
or claim (including the reasonable cost of investigation) which, jointly or
severally, the Company or any such person may incur under the Act or
otherwise, insofar as such loss, expense, liability or claim arises out of or
is based upon any alleged untrue statement of a material fact contained in
information furnished in writing to the Company through you for use in the
Registration Statement (or in the Registration Statement as amended by any
post-effective amendment thereof), or in the prospectus (or in the Prospectus
as amended or supplemented), or arises out of or is based upon any alleged
omission from information furnished in writing to the Company on behalf of any
Purchaser through you to state a material fact in connection with such
information required to be stated therein or necessary to make such
<PAGE> 17
information when used in such Registration Statement not misleading, or
necessary to make such information when used in such Prospectus, in the light
of the circumstances under which it was used, not misleading. The agreement
of such Purchaser to indemnify or reimburse the Company or any such person
with respect to any such loss, expense, liability or claim is expressly
conditioned upon such Purchaser being notified of the action in connection
therewith brought against the Company or any such person, by letter or
telegram addressed to you, within ten days after the summons or other first
legal process which discloses the nature of the liability or claim shall have
been personally served upon the Company or any such person (or after the
Company or any such person shall have received notice of such service on any
agent designated by the Company or any such person), but failure so to notify
such Purchaser shall not relieve such Purchaser from any liability which it
may have to the Company or any such person otherwise than on account of the
indemnity agreement contained in this Section 10(b). Such Purchaser shall be
entitled to assume the investigation of any liability or claim and the defense
of any suit brought to enforce any such liability or claim, if such liability
or claim is based solely upon such alleged misstatement or omission on the
part of such Purchaser, and the Company or any person against whom such action
is brought shall be entitled to participate in such investigation and defense.
If such Purchaser shall be entitled to assume and does assume the
investigation and defense, such investigation and defense shall be conducted
by counsel of good standing chosen by such Purchaser and satisfactory to the
Company or such person, and in such case the Company or such person shall bear
the expense of its investigation and the fees and expenses of any additional
counsel retained by it except those incurred after notifying such Purchaser of
such claim and prior to being advised by such Purchaser of its intention to
assume such investigation or defense. If such Purchaser shall be entitled to
assume but does not assume the investigation of any such claim or the defense
of any such suit, or if such Purchaser shall agree in writing to pay such fees
and expenses, or if the Company or such person shall reasonably conclude that
there may be defenses available to it or him which are different from or in
addition to those available to such Purchaser, such Purchaser will reimburse
the Company or such person for the reasonable fees and expenses of any counsel
retained by it; provided, however, that in such event, such Purchaser shall be
entitled, at its own expense, to participate in the investigation or defense.
The indemnity agreement on the part of such Purchaser contained in this
Section 10(b) and the warranties and representations of such Purchaser
contained in this Agreement shall remain in full force and effect regardless
of any investigation made by or on behalf of the Company or such person, and
shall survive any termination of this Agreement or the issue and delivery of
the New Securities.
Each Purchaser agrees promptly to notify the Company and each other
Purchaser of the commencement of any litigation or proceedings against such
Purchaser in connection with the issue and sale of the New Securities, or such
Registration Statement or Prospectus.
<PAGE> 18
11. Contribution by the Company and the Purchasers.
(a) If the indemnification provided for in Section 9 or Section 10
is unavailable to an indemnified party under such Sections in respect of any
losses, expenses, liabilities or claims referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, expenses, liabilities or claims (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on
the one hand and the Purchasers on the other hand from the offering of the New
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Purchasers on the
other in connection with the statements or omissions which resulted in such
losses, expenses, liabilities or claims, as well as any other relevant
equitable consideration. The relative benefits received by the Company on the
one hand and the Purchasers on the other shall be deemed to be in the same
proportion as the total proceeds from the offering (net of underwriting
discounts and commissions but before deducting expenses) received by the
Company bear to the underwriting discounts and commissions received by the
Purchasers, in each case as set forth in the table on the cover page of the
Prospectus or Prospectus Supplement with respect to the New Securities if the
same be so set forth. The relative fault of the Company on the one hand and
of the Purchasers on the other shall be determined by reference to, among
other things, whether the untrue statement or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Purchasers through
you and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid
or payable by a party as a result of the losses, claims, damages and
liabilities referred to above shall be deemed to include any legal or other
fees or expenses reasonably incurred by such party in connection with
investigating or defending any claim or action.
(b) The Company and Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 11 were determined by pro
rata allocation (even if the Purchasers were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 11, no Purchaser
shall be required to contribute any amount in excess of the amount by which
the total price at which the New Securities purchased by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such Purchaser has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Purchasers' obligations to contribute
pursuant to this Section 11 are several in proportion to their respective
underwriting commitments and not joint.
<PAGE> 19
(c) The contribution agreement contained in this Section 11 shall
remain in full force and effect regardless of any investigation made by or on
behalf of any Purchaser, or any person who controls any Purchaser within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or
on behalf of the Company, its directors and officers or any person who
controls the Company within the meaning of Section 15 of the Act or Section 20
of the Exchange Act, and shall survive any termination of this Agreement or
the issuance and delivery of the New Securities.
12. Notices. All notices hereunder shall, unless otherwise
expressly permitted, be in writing and be delivered at or mailed to the
following address, or be sent by telegram to the following address: if to the
Purchasers or you, to you at your address as it appears in the Purchase
Agreement, and if to the Company, to the Company at 625 Liberty Avenue, CNG
Tower, Pittsburgh, Pennsylvania 15222-3199.
13. Parties in Interest. The Agreement herein set forth has been
and is made solely for the benefit of the Purchasers and the Company, and the
directors, officers and controlling persons referred to in Sections 9, 10 and
11 hereof, and their respective successors, assigns, executors and
administrators and no other person shall acquire or have any right under or by
virtue of this Agreement.
The section headings in this Agreement have been inserted as a
matter of convenience of reference and are not part of this Agreement. The
term "Purchasers", "persons", "firms" and "corporations" as used herein shall
include the singular of such terms as well as the plural. The term
"successor" to any Purchaser shall not include any subsequent holder of the
New Securities merely by reason of such holding.
14. Construction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
15. Counterparts. This Agreement may be executed in one or more
counterparts and it is not necessary that the signatures of all parties appear
on the same counterpart, but such counterparts together shall constitute but
one and the same agreement.
<PAGE> 20
CONSOLIDATED NATURAL GAS COMPANY
PURCHASE AGREEMENT
DEBT SECURITIES
Dated: ____________________
Consolidated Natural Gas Company
625 Liberty Avenue
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
Dear Sirs:
Referring to the debt securities of Consolidated Natural Gas Company
(the "Company") covered by Registration Statement No. 33- (the
"Registration Statement"), on the basis of the representations, warranties and
agreements contained in this Agreement, but subject to the terms and
conditions herein set forth, the purchasers named in Schedule A hereto
("Purchasers") agree to purchase, severally, and the Company agrees to sell to
the Purchasers, severally, $_____________ aggregate principal amount of ____%
_________ due _____ (the "New Securities") in the respective principal amounts
set forth opposite the names of the Purchasers on Schedule A hereto.
The price at which the New Securities shall be purchased from the
Company by the Purchasers shall be __% of the principal amount thereof [plus
accrued interest from __________]. (1) The new Securities will be offered as
set forth in the Prospectus Supplement relating to such New Securities.
The New Securities will have the following terms(2):
Interest Rate: _____% per annum accruing from ________
Interest Payment Dates: ____ and ____ commencing _______
Maturity: ____________
Redemption Provisions: (1)
Mandatory and Optional
Sinking Fund
Provisions:(1)
___________________
(1) To be included or deleted as appropriate.
(2) To be either described in the Prospectus and the Prospectus Supplement
for the New Securities or included in this Agreement.
<PAGE> 21
All of the provisions contained in the document entitled "Consolidated
Natural Gas Company Standard Purchase Agreement Provisions - Debt Securities,"
a copy of which has been filed as Exhibit 1 to the Registration Statement and
has been previously furnished to us, are hereby incorporated by reference in
their entirety and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein.
The "time of purchase" (as defined in Section 3 of the aforementioned
Standard Purchase Agreement Provisions) shall be ____________________.
[The payment for the New Securities shall be made in
________________________ funds.] (3)
[The place at which the New Securities shall be purchased shall be
_______________.](3)
Notices to the [Purchasers] [Representatives] (3) shall be sent to the
following addresses:
[We represent that we are authorized to act for the several Purchasers
named in Schedule A hereto in connection with this financing and any action
under this Agreement by any of us will be binding upon all the Purchasers.](4)
___________________
(3) To be completed and included as appropriate.
(4) To be included if the Purchase Agreement is being executed by one or
more Purchasers acting as Representatives for purposes of this
Agreement.
<PAGE> 22
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the Company and the
several Purchasers in accordance with its terms.
Very truly yours,
By_______________________
By_______________________
[Acting on behalf of and as
Representative of the several
Purchasers named in Schedule
A hereto.] (5)
The foregoing Purchase Agreement is hereby
confirmed as of the date first above written.
CONSOLIDATED NATURAL GAS COMPANY
By______________________________
___________________
(5) To be completed and included as appropriate.
<PAGE> 23
SCHEDULE A
Principal
Name of Purchasers Amount of Securities
__________________ ____________________
<PAGE 1> EXHIBIT H
Proposed Notice
Pursuant to Rule 22(f)
(Release No. 35- )
FILINGS UNDER THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 ("ACT")
February , 1994
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the proposed
transaction(s) summarized below. The application(s) and/or declaration(s) and
any amendments thereto is/are available for public inspection through the
Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
March , 1994 to the Secretary, Securities and Exchange Commission,
Washington, DC 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate) should be filed
with the request. Any request for hearing shall identify specifically the
issues of fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
____________________________________
<PAGE 2>
Consolidated Natural Gas Company (70- )
__________________________________________
Consolidated Natural Gas Company ("Consolidated"), CNG Tower, 625 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3199, a registered holding company, has
filed a declaration under Sections 6 and 7 of the Act and Rule 50 and 50(a)(5)
thereunder.
Consolidated proposes to issue and sell on or before June 30, 1996 up to
$400 million principal amount of debentures ("Debentures"). The Debentures
will be sold in one or more series at a price, exclusive of accrued interest,
which will be not less than 98% nor more than 101% of the principal amount and
at an interest rate which will be a multiple of 1/8, 1/10, or 1/20 of 1%.
The Debentures will mature in not more than thirty years and will be issued
in accordance with the indenture between CNG and Chemical Bank, as Trustee,
dated May 1, 1971. CNG proposes to issue and sell the Debentures either by
competitive bidding, including the alternative bidding procedures authorized
by the Commission's Statement of Policy Concerning Application of Rule 50
under the Public Utility Holding Company Act of 1935 (HCAR No. 22623, Sept. 2,
1982), or by an exception to competitive bidding under Rule 50(a)(5) through
negotiated public or private offerings. In the event Rule 50 is rescinded as
propsed by the Commission in HCAR No. 25668 (November 4, 1992), CNG requests
authority to be permitted to issue and sell Debentures under competitive
bidding including the aforesaid alternative procedures without prior
Commission approval.
The proceeds from the sale of the Debentures will be added to CNG's
treasury fund and subsequently used for general corporate purpose to (1)
finance, in part, capital expenditures of CNG and CNG's subsidiaries, (2)
displace roll-over of commercial paper previously issued for working capital
purposes, (3) finance the purchase of CNG's common stock in the open market,
<PAGE 3>
and/or (4) acquire, retire, or redeem securities of which CNG is an issuer
without the need for prior Commission approval pursuant to Rule 42 under the
Act. CNG states that the proceeds from the sale of the Debentures will not be
used to acquire any interest in an exempt wholesale generator as defined in
Section 32(a)(1) of the Act or any interest in a foreign utility company as
defined in Section 33(a)(3) of the Act.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
Jonathan G. Katz
Secretary
