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File Number 70-8365
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
To
FORM U-1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
Names and addresses of agents for service:
L. D. JOHNSON, Executive Vice President
and Chief Financial Officer
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
S. E. WILLIAMS, Senior Vice
President and General Counsel
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
N. F. CHANDLER, General Attorney
Consolidated Natural Gas
Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
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File Number 70-8365
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM U-1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company ("Consolidated") hereby further amends
its Form U-1 Declaration under this File Number as follows.
Item 1. Description of Proposed Transaction
___________________________________
The following is added as new material under Item 1:
"VI. Applicability of Rule 54
________________________
Rule 54 states that in determining whether to approve the issue or
sale of a security by a registered holding company for purposes other
than the acquisition of an exempt wholesale generator ("EWG") or a
foreign utility company, the Commission shall not consider the effect of
the capitalization or earnings of any subsidiary which is an EWG or a
foreign utility company upon the registered holding company system if
Rules 53(a), (b) and (c) are satisfied. Currently Consolidated owns
indirectly a 1% general partnership interest and a 34% limited
partnership interest in Lakewood Cogeneration, L.P., an EWG.
Consolidated does not own any interests in a foreign utility company.
Consolidated believes that Rule 53(a), (b) and (c) are satisfied in its
case as follows.
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Fifty percent of Consolidated's retained earnings as of June 30,
1994 was $755,272,000; Consolidated's aggregate investment (as defined
in Rule 53(a)(1)(i)) in its EWG is estimated to be approximately
$18,000,000, thereby satisfying Rule 53(a)(1). Consolidated and its
subsidiaries maintain books and records to identify the investments
in and earnings from the EWG in which they directly or indirectly
hold an interest, thereby satisfying Rule 53(a)(2). Employees of
Consolidated's domestic public-utility companies do not render
service, directly or indirectly, to the EWG in the Consolidated System,
thereby satisfying Rule 53(a)(3). No application for EWG financing has
been filed with the Commission since adoption of Rule 53; Rule 53(a)(4)
is correspondingly inapplicable at this time.
None of the conditions described in Rule 53(b) exist with respect to
Consolidated, thereby satisfying Rule 53(b) and making Rule 53(c)
inapplicable."
Item 6. Exhibits and Financial Statements
_________________________________
The following indicated Exhibit and financial statements are filed
under this Item 6:
(a) Exhibits
________
F-1 Opinion of Counsel
In all other respects, this Declaration, as previously amended, remains
unchanged.
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SIGNATURE
___________
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned company has duly caused this amendment to be
signed on its behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By L. D. Johnson
Executive Vice President and
Chief Financial Officer
Dated: September 1, 1994
<PAGE> 1 EXHIBIT F
September 1, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Consolidated Natural Gas Company
File No. 70-8365
Dear Sirs:
As counsel for Consolidated Natural Gas Company ("Consolidated") and at
its request, I submit the following opinion for filing as an exhibit to
Post-Effective Amendment No. 2 to Consolidated's Declaration on Form U-1 at
File No. 70-8365 ("Declaration"), relating to the issue and sale by
Consolidated of up to $400,000,000 principal amount of its Debentures
("Debentures"). The foregoing is referred to as the "proposed transaction"
and is more fully described in the Declaration, as amended.
With respect to the above, I have examined:
(a) the Declaration, as amended, and the exhibits thereto;
(b) the Certificate of Incorporation and the By-Laws of Consolidated;
(c) Registration Statement No. 33-52585 on Form S-3 ("Registration
Statement"), filed on March 9, 1994, which registers the offering and
sale of the Debentures under the Securities Act of 1933 and which
became effective on March 17, 1994;
(d) the corporate records and proceedings relating to the issue and sale
of the Debentures; and
(e) such other documents and matters of law as I have considered necessary
to enable me to render this opinion.
Based upon the foregoing and relaying thereupon, I am of the opinion that
when the Securities and Exchange Commission shall have permitted the
Declaration as post-effectively amended to become effective, and the proposed
transaction shall have been consummated in accordance with the Declaration and
Registration Statement, then:
(i) All state laws applicable to the proposed transaction will have been
complied with;
(ii) Consolidated, the issuer of up to $400,000,000 principal amount of
Debentures, is validly organized and duly existing;
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(iii) The Debentures will be valid and binding obligations of Consolidated,
in accordance with their terms; and
(iv) The consummation of the proposed transaction will not violate the
legal rights of the holders of any securities issued by Consolidated
or any associate company thereof.
I hereby consent to the use of this opinion as an exhibit to the
Declaration, as amended.
Very truly yours,
N. F. Chandler
Attorney
