<PAGE> 1
File Number 70-8365
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
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
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File Number 70-8365
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM U-1
DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company hereby amends its Form U-1
Declaration under the above indicated File Number as follows.
Item 2. FEES, COMMISSIONS AND EXPENSES
______________________________
The response to Item 2(a) is amended by deleting the last paragraph
and adding the following paragraph in lieu thereof:
"A memorandum explaining the estimated fees and expenses to be paid
to counsel selected by declarant to act for the successful bidder is
filed herewith as Exhibit G-1. A letter explaining the fees and
estimated expenses of the independent accountants for the declarant
to be paid in connection with the proposed transaction is filed
herewith as Exhibit G-2.
Item 6. EXHIBITS AND FINANCIAL STATEMENTS
_________________________________
The following exhibits are made a part of this statement.
(a) Exhibits
C - Registration Statement on Form S-3 of Consolidated
Natural Gas Company
(Incorporated by reference to Registration Statement
No. 33-52585 filed via EDGAR on March 9, 1994)
F - Opinion of Counsel
G-1 - Counsel Estimated Fees and Expense Memorandum
G-2 - Independent Accountants Estimated Fees and Expense
Letter
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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: April 7, 1994
<PAGE> 1 EXHIBIT F
April 7, 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
Amendment No. 1 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 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
<PAGE> 1 EXHIBIT G-1
In the Matter of
CONSOLIDATED NATURAL GAS COMPANY
MEMORANDUM OF SERVICES OF
CAHILL GORDON & REINDEL
_________________________
In January, 1994, we were selected by Consolidated Natural Gas Company
(the "Company") to act as independent legal counsel for the prospective
purchasers in connection with the sale at competitive bidding or through
alternative procedures permitted under the Public Utility Holding Company Act
of 1935 (the "Holding Company Act") of up to $400,000,000 principal amount of
the Company's Debentures (the "Debentures"). Since such time we have been
actively engaged in work on this matter.
As counsel for the prospective purchasers and in accordance with the
Standard Purchase Agreement Provisions-Debt Securities (the "Purchase
Agreement") filed as Exhibit B to the Company's Form U-1, our opinion to the
successful bidders will cover the following matters: the due authorization
and delivery by the Company of the Purchase Agreement, the due authorization,
execution, delivery and validity of any supplemental indenture under which the
Debentures are to be issued, the due authorization, issuance and validity of
the Debentures and the conformity of the Debentures with the statements
concerning them in the Prospectus, the form of the Registration Statement and
Prospectus under the Securities Act of 1933, as amended (the "Act"), the
qualification of the Indenture under the Trust Indenture Act of 1939, and the
necessity for and sufficiency of action by the Securities and Exchange
Commission under the Holding Company Act. As used herein the words
"Registration Statement" and "Prospectus" have the meaning assigned to them in
the Purchase Agreement.
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In addition, although we will not pass upon and will not assume any
responsibility for the accuracy, completeness or fairness of the statements in
the Registration Statement and Prospectus (except as to the description of the
terms of the Debentures), we will be required to advise the Purchasers that we
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 were discussed and, 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 our atttention
which lead us to believe that the Registration Statement or any amendment
thereto when such Registration Statement or amendment becomes effective
contains an untrue statement of material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances in which they were made not misleading. In this
regard, we will not comment as to the financial statements or other financial
and statistical data contained in the Registration Statement or Prospectus or
as to the Statement of the Eligibility and Qualification on Form T-1 of the
trustee.
To enable us to render our opinion and provide such advice, we
participated or will participate in the following activities:
1. Underwriting
____________
All of the documents relating to the purchase of the Debentures by the
purchasers -- the form of purchase contract, including the Purchase Agreement,
and the purchaser's questionnaire -- will be reviewed by us. We will have
considered and discussed these papers with representatives of the Company and
its counsel.
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The Debentures are being offered pursuant to Rule 415 under the Act,
and it is expected that a prospectus supplement will be delivered to the
Commission promptly on or after the day the Company accepts an offer for the
Debentures.
We will be called upon to review immediately after the acceptance of
an offer, cover pages and the information concerning underwriting arrangements
for the prospectus supplement. All of these will have to be cleared with the
Company and its counsel and with the representatives of the purchasers. In
connection with this work, it will be necessary for us to examine and clear
with the Company and its counsel any agreements among underwriters and selling
group letters or agreements.
We will attend any meeting at which the Prospectus, the Purchase
Agreement and the affairs of the Company will be considered by potential
purchasers of the Debentures with officials of the Company, its counsel and
its accountants.
We will attend a preliminary closing and the closing. In accordance
with the instructions of the purchasers, we will review the closing papers to
be delivered to them.
2. Blue Sky Matters
________________
We will prepare a Blue Sky Survey which will be distributed to the
purchasers of the Debentures. To this end the so-called "blue sky" or state
securities laws and regulations of the various states will be examined to
determine what requirements, if any, will have to be met to qualify the
Debentures for sale in the states specified by the various prospective
purchasers. In addition, to the extent necessary under such laws and
regulations, we will take steps to clear the Debentures for sale in the states
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in which such purchasers wish to offer such securities. We will, if
requested, also prepare for the use of such purchasers a Legal Investments
Survey relating to the eligibility of the Debentures for investment by savings
banks, trustees and insurance companies in the various states they specify.
3. Application to Securities and Exchange Commission
_________________________________________________
In connection with the offering of the Debentures, the Company filed
an application with the Securities and Exchange Commission under the Holding
Company Act. We have reviewed the application and the amendment thereto and
will review any further amendments and have followed and will continue to
follow the proceedings before the Commission.
4. Corporate Authorization
_______________________
We have reviewed and will review the various corporate proceedings
taken and to be taken by the Company's Board of Directors with respect to the
authorization, issuance and sale by the Company of the Debentures.
5. The Debentures
______________
We have reviewed the Indenture dated as of May 1, 1971 between the
Company and Chemical Bank and the form of supplemental indenture and will
review any final supplemental indenture(s) with respect to the Debentures.
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6. Registration Statement and Prospectus
_____________________________________
We have reviewed drafts of and will review the Registration Statement
and the related Prospectus and will review any amendments to the Registration
Statement and the prospectus supplement. We will read exhibits filed with the
Registration Statement, and filings under the Securities Exchange Act of 1934,
as amended, which will be incorporated by reference into the Prospectus, with
its counsel and with its accountants with respect to the contents of the
Registration Statement and related papers. In addition, we will examine
contracts shown us by the Company and its subsidiaries which officers and
other representatives of the Company regard as material. We will also discuss
with counsel for the Company the types and status of legal and rate
proceedings of which we are informed to which the Company and its subsidiaries
are parties or by which they are affected. We will also review various laws
applicable to the Company and the financing. Finally, we have examined and
will examine minutes of meetings of the board of directors of the Company.
___________________
Gary W. Wolf, a partner in this firm, is in charge of the work of this
firm in connection with this financing and supervises all work thereon. Mr.
Jonathan I. Mark, a partner of this firm, and Ms. Martha Wood, an associate of
this firm, are actively participating in such work. Mr. Steven Kantorowitz,
an associate of this firm, is working on the qualification of the Debentures
under the various blue sky laws, the eligibility of such securities for
investment by savings banks, trustees and insurance companies and the
preparation of any memoranda required in connection with these matters.
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Assuming that the Debentures are sold in three transactions, our fee
is estimated at $50,000 for each transaction, including our work in connection
with the registration, issue and sale of the Debentures (but excluding the
qualification of the Debentures for offer and sale under the state blue sky
laws) and is to be paid by the purchasers. In addition, the purchasers will
pay our out-of-pocket expenses on such matters in the estimated amount of
approximately $5,000 per financing. Our fees for such blue sky qualification,
estimated at $5,000 for each transaction, will be paid by the Company. Our
out-of-pocket expenses on blue sky matters, estimated to approximate $3,000
per transaction, will be paid by the Company.
Our fee is based on a consideration of the nature of the transactions
involved and of our services as outlined herein.
CAHILL GORDON & REINDEL,
a partnership including a
professional corporation
By Gary W. Wolf
A Partner
Dated: April 4, 1994
<PAGE> 1 EXHIBIT G-2
April 5, 1994
Consolidated Natural Gas Company
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
Dear Sirs:
The following information is submitted for inclusion in the record of the
proceedings relating to the Registration Statement on Form S-3 to be filed by
Consolidated Natural Gas Company before the Securities and Exchange Commission
under The Securities Act of 1933.
We have been retained as independent accountants by Consolidated Natural Gas
Company and its subsidiary companies for many years. In this capacity, we
were requested to make audits of the annual financial statements which
subsequently will be incorporated by reference in the Registration Statement
to be filed by Consolidated Natural Gas Company in connection with the future
sales of debentures.
The estimate of the fees for our services in connection with the Registration
Statement work, assuming a sale through a single offering, is $40,000, plus
reasonable out-of-pocket expenses. This estimate reflects our regular fees
for the time spent by partners, managers, specialists and senior and staff
accountants.
Very truly yours,
PRICE WATERHOUSE
