<PAGE> 1
File Number 70-8167
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
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
<PAGE> 2
File Number 70-8167
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM U-1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company ("Consolidated") hereby amends
its Form U-1 Declaration under this File Number. This Post-Effective
Amendment seeks authorization for Consolidated to reserve the right, without
consent of the holders of future debenture issues issued and sold pursuant to
this proceeding, to change the restrictions on additional Funded Debt in the
Indenture, dated as of May 1, 1971, between Consolidated and Chemical Bank.
Item 1. Description of Proposed Transaction
___________________________________
The following is added as new material under Item 1:
"V. Retention of Right to Amend Certain Indenture
Provisions without Consent of Holders of Future Issues.
_______________________________________________________
By Order dated April 21, 1993 (HCAR No. 25800) ("Order") under this
file number, the Commission authorized the sale by Consolidated, from
time-to-time through June 30, 1995, of $400,000,000 principal amount of
Debentures, maturing in 30 or fewer years. Consolidated under the Order
subsequently sold $150,000,000 principal amount of 5-3/4% Debentures Due
August 1, 2003 on August 24, 1993, and $150,000,000 principal amount of
6-5/8% Debentures Due December 1, 2013 on December 8, 1993. Accordingly,
there now remains $100,000,000 of Debentures authorized for issue and
sale under the Order.
<PAGE> 3
Consolidated by Post-Effective Amendment to this Declaration hereby
requests the authority to reserve the right, without the consent of the
holders of future debenture issues sold under the Order, to amend certain
provisions in the Indenture as described below. Such reservation
would be implemented by adding a new Section 4.02 to the supplemental
indenture defining the rights of holders of a new series of Debentures
being issued pursuant to the Indenture; a description of the reservation
would also be added to the back of the form of Debenture. A form of
supplemental indenture containing such changes is filed as Exhibit A-1.
The new Section 4.02 will state that the Company reserves the right,
subject to appropriate corporate action, but without the consent by
holders of Debentures of any series created after May 1, 1994, to make
such amendments to the Indenture as shall be necessary in order to amend
Sections 6.06 and 6.07 thereof so as to modify or eliminate the
provisions or requirements of such sections, or any part thereof and the
definition of any term used in either of such sections or related
thereto, as the Company may determine in its discretion.
Section 6.06 of the Indenture essentially provides that Funded Debt
(as defined in the Indenture) cannot be incurred and subsidiary preferred
stock cannot be issued unless (i) the consolidated income available for
interest and subsidiary preferred stock dividends of the Company and its
subsidiaries for any 12 consecutive months within 15 months immediately
preceding the date additional Funded Debt is incurred is not less than
2-1/2 times the sum of (a) total annual interest charges and (b) total
subsidiary preferred stock dividends, assuming the incurrence of such
additional Funded Debt or issuance of such preferred stock, as the case
may be, and (ii) after giving effect to the incurring of the additional
<PAGE> 4
Funded Debt and issuance of preferred stock, the sum of the
(a) outstanding consolidated debt of the Company and its subsidiaries
and (b) amount of outstanding subsidiary preferred stock shall not be
more than 60% of the consolidated net tangible assets of the Company and
its subsidiaries. Section 6.07 provides that a subsidiary of the Company
cannot incur Funded Debt or issue preferred stock to a third party unless
Funded Debt and preferred stock of the subsidiary will not exceed 60% of
the total capitalization of the subsidiary, and the principal amount of
Funded Debt and amount of preferred stock of all subsidiaries of the
Company shall not exceed 15% of consolidated net tangible assets.
The Company has determined that for several years the financial
markets have not been requiring in indentures of the Company's
competitors some or all of the types of restrictions found in Sections
6.06 and 6.07 of the Indenture. Investors today do not require the
inclusion of such financial covenants in the indentures that govern new
issues of investment grade rated debt, such as the Company's. The
Company's credit and ability to raise debt financing would not be
adversely affected if the provisions of Section 6.06 and 6.07 were
excluded from the Indenture, and a relaxing or elimination of the
provisions of such sections would allow significantly greater
flexibility in the Company's utilization of Funded Debt.
The Company is not at this time asking for authorization to change
any provision in the Indenture other than the inclusion of Section 4.02
in future supplemental indentures. The requested changes herein only
address the issue as to whether consent of holders of future series of
Debentures are required to later amend two sections of the Indenture and
<PAGE> 5
related definitions. Any specific changes in Indenture covenants would
be the subject of future filings with the Commission, at which time the
substantive merits of the exact proposed changes can be dealt with in
detail. Indeed, all the provisions of the Indenture in its present form,
including the need for prior debentureholder consent, would continue to
be applicable as long as any series of debentures issued before May 1,
1994 are outstanding. The farthest out maturity date of any series of
such currently existing debentures is October 1, 2019.
VI. Extension of Period in which to Sell Debentures.
________________________________________________
Consolidated also requests by Post-Effective Amendment to extend
the expiration date for the sale of the remaining $100,000,000 principal
amount of Debentures under the Order from June 30, 1995 to June 30,
1996."
Item 2. Fees, Commissions and Expenses
______________________________
The following is added under Item 2:
"The estimated expenses associated with the filing of Post-
Effective Amendment No. 1 are $3,000, payable to Consolidated
Natural Gas Service Company, Inc., a subsidiary service company, for
services provided on a cost basis."
Item 5. Procedure
_________
This Item is updated by adding the following material under Item 5:
"It is requested that the Commission permit Post-Effective
Amendment No. 1 to the Declaration to become effective by order
issued at the earliest possible date. It is further requested that
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the expiration date for the authorization in the supplemental order
be June 30, 1996."
Item 6. Exhibits and Financial Statements
_________________________________
The following indicated Exhibit and financial statements are filed
under this Item 6:
(a) Exhibits
________
A-1 Revised Form of Supplemental Indenture (including Form of
Definitive Fully Registered Debentures without Coupons)
H-1 Form of Proposed Notice pursuant to Rule 22 (f).
In all other respects, this Declaration, as previously amended, remains
unchanged.
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: June 10, 1994
<PAGE> 1
Exhibit A-1
[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
Section 4.02 Reservation of right to amend
certain provisions of Indenture
without the approval or consent of
certain holders of Debentures . . . . .
. 14
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 1/8% 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 Company has reserved the right,
subject to appropriate corporate action but without consent,
approval or other action by holders of debentures of any series
issued after May 1, 1994, including the holders of the *E*
Debentures, to amend Sections 6.06 and 6.07 of the Indenture and
the definitions of terms used therein or related thereto (which
Sections place restrictions on the issuance of additional funded
debt and preferred stock of subsidiary companies and on
dividends of subsidiary companies) so as to modify or eliminate
such Sections and definitions as the Company may determine in
its sole discretion.
[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*
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*
*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."
SECTION 4.02. The Company reserves the right, subject
to appropriate corporate action, but without consent, approval or
other action by holders of debentures of any series created after
May 1, 1994, to make such amendments to the Indenture, as
heretofore supplemented and amended, as shall be necessary in
order to amend Sections 6.06 and 6.07 thereof so as to modify or
eliminate the provisions or requirements of such Sections, or any
part thereof and the definition of any term used in either of
such Sections or related thereto, as the Company may determine in
its sole discretion.
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
14
<PAGE> 18
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 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 H-1
Proposed Notice
Pursuant to Rule 22(f)
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935
("Act")
June , 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
July , 1994 to the Secretary, Securities and Exchange Commission,
Washington, D.C. 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 (70-8167)
________________________________
Consolidated Natural Gas Company ("Consolidated" or the "Company"),
CNG Tower, 625 Liberty Avenue, Pittsburgh,Pennsylvania 15222-3199, a
registered holding company, has filed a post-effective amendment to its
declaration pursuant to Sections 6(a) and 7 of the Act.
By Order dated April 21, 1993 (HCAR No. 25800) ("Order") under this
file number, the Commission authorized the sale by Consolidated, from
time-to-time through June 30, 1995, of $400,000,000 principal amount of
Debentures, maturing in 30 or fewer years. Consolidated under the Order
subsequently sold $150,000,000 principal amount of 5-3/4% Debentures Due
August 1, 2003 on August 24, 1993, and $150,000,000 principal amount of
6-5/8% Debentures Due December 1, 2013 on December 8, 1993. Accordingly,
there now remains $100,000,000 of Debentures authorized for issue and
sale under the Order.
Consolidated by Post-Effective Amendment to this Declaration hereby
requests the authority to reserve the right, without the consent of the
holders of future debenture issues sold under the Order, to amend those
provisions in its Indenture dated as of May 1, 1971 with Chemical Bank as
trustee ("Indenture") as described below. Such reservation
would be implemented by adding a new Section 4.02 to the supplemental
indenture defining the rights of holders of a new series of Debentures
being issued pursuant to the Indenture.
The new Section 4.02 will state that the Company reserves the right,
subject to appropriate corporate action, but without the consent by
holders of Debentures of any series created after May 1, 1994, to make
such amendments to the Indenture as shall be necessary in order to amend
Sections 6.06 and 6.07 thereof so as to modify or eliminate the
<PAGE> 3
provisions or requirements of such sections, or any part thereof and the
definition of any term used in either of such sections or related
thereto, as the Company may determine in its discretion.
Section 6.06 of the Indenture essentially provides that Funded Debt
(as defined in the Indenture) cannot be incurred and subsidiary preferred
stock cannot be issued unless (i) the consolidated income available for
interest and subsidiary preferred stock dividends of the Company and its
subsidiaries for any 12 consecutive months within 15 months immediately
preceding the date additional Funded Debt is incurred is not less than
2-1/2 times the sum of (a) total annual interest charges and (b) total
subsidiary preferred stock dividends, assuming the incurrence of such
additional Funded Debt or issuance of such preferred stock, as the case
may be, and (ii) after giving effect to the incurring of the additional
Funded Debt and issuance of preferred stock, the sum of the
(a) outstanding consolidated debt of the Company and its subsidiaries and
(b) amount of outstanding subsidiary preferred stock shall not be more
than 60% of the consolidated net tangible assets of the Company and its
subsidiaries. Section 6.07 provides that a subsidiary of the Company
cannot incur Funded Debt or issue preferred stock to a third party unless
Funded Debt and preferred stock of the subsidiary will not exceed 60% of
the total capitalization of the subsidiary, and the principal amount of
Funded Debt and amount of preferred stock of all subsidiaries of the
Company shall not exceed 15% of consolidated net tangible assets.
The Company has determined that for several years the financial
markets have not been requiring in indentures of the Company's
competitors some or all of the types of restrictions found in Sections
6.06 and 6.07 of the Indenture. Investors today do not require the
<PAGE> 4
inclusion of such financial covenants in the indentures that govern new
issues of investment grade rated debt, such as the Company's. The
Company's credit and ability to raise debt financing would not be
adversely affected if the provisions of Section 6.06 and 6.07 were
excluded from the Indenture and a relaxing or elimination of the
provisions of such sections would allow significantly greater
flexiblity in the Company's use of Funded Debt.
The Company is not at this time asking for authorization to change
any provision in the Indenture other than the inclusion of Section 4.02
in future supplemental indentures. The requested changes herein only
address the issue as to whether consent of holders of future series of
Debentures are required to later amend two sections of the Indenture and
related definitions. Any specific changes in Indenture covenants would
be the subject of future filings with the Commission, at which time the
substantive merits of the exact proposed changes can be dealt with in
detail. Indeed, all the provisions of the Indenture in its present form,
including the need for prior debentureholder consent, would continue to
be applicable as long as any series of debentures issued before May 1,
1994 are outstanding. The farthest out maturity date of any series of
such currently existing debentures is October 1, 2019.
Consolidated also seeks an extension of the expiration date of the
Order from June 30, 1995 to June 30, 1996.
<PAGE> 5
In all other respects the authorizations in the Order will remain
unchanged.
_______________________________
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
Jonathan G. Katz
Secretary
