<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
CONSOLIDATED NATURAL GAS COMPANY : CERTIFICATE
Pittsburgh, Pennsylvania : of
: NOTIFICATION
CNG COAL COMPANY : NO. 4
CNG PRODUCING COMPANY :
CNG PIPELINE COMPANY : TRANSACTIONS
CNG RESEARCH COMPANY : DURING PERIOD
CNG STORAGE SERVICE COMPANY : _____________
CNG GAS SERVICES CORPORATION :
CNG TRANSMISSION CORPORATION : April 1, 1994
CONSOLIDATED NATURAL GAS SERVICE : through
COMPANY, INC. : June 30, 1994
CONSOLIDATED SYSTEM LNG COMPANY :
HOPE GAS, INC. :
THE EAST OHIO GAS COMPANY :
THE PEOPLES NATURAL GAS COMPANY :
THE RIVER GAS COMPANY :
VIRGINIA NATURAL GAS INC. :
WEST OHIO GAS COMPANY :
:
File No. 70-8195 :
:
(Public Utility Holding Company Act of 1935) :
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated June 30, 1993 (HCAR No. 25841), the Securities and
Exchange Commission permitted the Application-Declaration of
Consolidated Natural Gas Company ("Consolidated") and its
above-mentioned subsidiaries ("Subsidiaries") to become effective,
thereby authorizing Consolidated and its Subsidiaries to engage in
various securities transactions to finance said Subsidiary companies
through June 30, 1994.
This Certificate is filed in accordance with Rule 24, as a
notification that of the various transactions authorized by said
Order, the following have been carried out in accordance with the
terms and conditions of and for the purposes represented by said
Application-Declaration and said Order:
<PAGE> 2
1. Sale of Commercial Paper.
During said period, Consolidated issued and sold commercial
paper. The maximum amount of Consolidated's commercial paper
outstanding at any time during this period ended June 30, 1994,
was $215,000,000 principal amount.
Amount Outstanding - June 30, 1994 - $141,000,000
2. Borrowings under Commercial Paper Backup Lines of Credit.
There were no borrowings or repayments during this period.
3. Short-Term Advances to Subsidiaries for Gas Storage and Working
Capital.
Short-term advances to Subsidiaries for gas storage and
working capital were taken through the Consolidated Natural Gas
System Money Pool (SEC File No. 70-7258, HCAR No. 24128).
4. Long Term Loans.
During the period the following long-term notes were issued to
the subsidiaries:
The Peoples Natural Gas Company $36,769,500
Hope Gas, Inc. 12,097,000
The East Ohio Gas Company 16,000,000
The River Gas Company 1,100,000
<PAGE> 3
5. Sales of Capital Stock by Subsidiaries.
The following capital stock sales occurred during the period.
No. of Par
Shares Value Amount
______ ________ ___________
Hope Gas, Inc. 112,715 100 $11,271,500
The East Ohio Gas Co. 400,000 50 20,000,000
The River Gas Company 10,000 100 1,000,000
The above stock transactions occurred under an exemption
pursuant to Rule 52 and is not part of the authorizations under this
file number. The Certificates of Notification as required by Rule 52
on Form U-6B-2 were previously filed for the transaction between
Consolidated and Hope Gas. The Form U-6B-2 for the transactions
between Consolidated and The East Ohio Gas Company ("EOG") and The
River Gas Company ("RGC") is filed as A-1. The sale of stock by EOG
and RGC were expressly authorized by the Public Utility Commission of
Ohio on May 11, 1994. The applications and related order are filed as
A-2.
<PAGE> 4
The "past tense" opinion required by paragraph F(2) of the
instructions as to exhibits for Form U-1 is to be filed as Exhibit A-3
to this certificate.
CONSOLIDATED NATURAL GAS COMPANY
CNG COAL COMPANY
CNG PRODUCING COMPANY
CNG PIPELINE COMPANY
CNG RESEARCH COMPANY
CNG STORAGE SERVICE COMPANY
CNG GAS SERVICES CORPORATION
CNG TRANSMISSION CORPORATION
CONSOLIDATED NATURAL GAS SERVICE
COMPANY, INC.
CONSOLIDATED SYSTEM LNG COMPANY
HOPE GAS, INC.
THE EAST OHIO GAS COMPANY
THE PEOPLES NATURAL GAS COMPANY
THE RIVER GAS COMPANY
VIRGINIA NATURAL GAS INC.
WEST OHIO GAS COMPANY
H. P. Payne, Jr.
Their Attorney
Dated this 29th day
of July, 1994
<PAGE> 1
Exhibit A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
EAST OHIO GAS COMPANY
AND
THE RIVER GAS COMPANY
This Certificate is notice that the above named company has
issued, renewed or guaranteed the security or securities described
herein which issue, renewal or guaranty was exempted from the
provisions of Section 6(a) of the Act and was neither the subject of a
declaration or application on Form U-1 nor included within the
exemption provided by Rule U-48.
1. Type of the security or securities: 400,000 shares of Common
Stock of The East Ohio Gas Company and 10,000 shares of Common
Stock of The River Gas Company.
2. Issue, renewal or guaranty: Issue.
3. Principle amount of each security: $50 par value per share of
Common Stock (The East Ohio Gas Company) and $100 par value of
Common Stock (The River Gas Company).
4. Rate of interest per annum of each security: Not Applicable.
5. Date of issue, renewal or guaranty of security: May 31, 1994.
6. If renewal of security, give date of original issue: Not
Applicable.
7. Date of maturity of each security: Not Applicable.
8. Name of the person to whom each security was issued, renewed
or guaranteed.
Consolidated Natural Gas Company.
9. Collateral given with each security, of any: None.
<PAGE> 2
10. Consideration received for each security:
$50 per share or $20,000,000 total consideration (The East
Ohio Gas Company and $100 per share or 1,000,000 total
consideration (The River Gas Company).
11. Application of proceeds of each security.
To meet long-term financial requirements of The East Ohio Gas
Company and The River Gas Company.
12. The issue, renewal or guaranty of each security was exempt
from the provisions of Section 6(a) because of the provisions
contained in any rule of the Commission other than Rule U-48.
13. If the security or securities were exempt from the provisions
of Section 6(a) by virtue of the first sentence of Section
6(b), give the figures which indicate that the security or
securities aggregate (together with all other than outstanding
notes and drafts of a maturity of nine months or less,
exclusive of days of grace, as to which such company is
primarily or secondarily liable) not more than 5 per centum of
the principal amount and par value of the other securities of
such company then outstanding. (Demand notes, regardless of
how long they may have been outstanding, shall be considered
as maturity in not more than nine months for purposes of the
exemption from Section 6(a) of the Act granted by the first
sentence of Section 6(b)).
Not Applicable.
14. If the security or securities are exempt from the provisions
of Section 6(a) because of the fourth sentence of Section
6(b), name the security outstanding on January 1, 1935,
pursuant to the terms of which the security or securities
herein described have been issued.
Not Applicable.
15. If the security or securities are exempt from the provisions
of Section 6(a) because of any rule of the Commission other
than Rule U-48 designate the rule under which exemption is
claimed.
Rule 52.
THE EAST OHIO GAS COMPANY
THE RIVER GAS COMPANY
By: H. P. Payne
Its Attorney
Date: July 29, 1994
<PAGE> 1
Exhibit A-2
BEFORE
THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application )
of THE EAST OHIO GAS COMPANY for )
Consent And Authority to Issue ) Case No. 94- GA-AIS
Notes And Other Evidences of ) 544
Indebtedness )
APPLICATION
OF
THE EAST OHIO GAS COMPANY
Pursuant to Sections 4905.40 and 4905.41, Ohio Rev. Code,
Applicant, The East Ohio Gas Company ("East Ohio" or "the
Company"), respectfully requests the Commission's authorization to
issue notes and other evidences of indebtedness as set forth
below:
1. East Ohio is an Ohio corporation providing natural gas
service to consumers in various municipalities and communities in
northeastern Ohio and is a public utility subject to the
jurisdiction of this Commission pursuant to Sections 4905.02 and
4905.03 (A) (6), Ohio Revised Code. East Ohio is a wholly-owned
subsidiary of Consolidated Natural Gas Company ("Consolidated"), a
Delaware corporation and public utility holding company subject to
regulation by the Securities and Exchange Commission ("SEC") under
the Public Utility Holding Company Act of 1935 ("the Act").
2. On April 30, 1993, Consolidated filed with the SEC its
Application-Declaration under the Act outlining the financing
program of the Consolidated System for 1993 and early 1994. This
Application-Declaration describes, among other matters,
Consolidated's intention to make long-term loans, open account
<PAGE> 2
advances to and capital stock purchases from its subsidiary
companies to finance their capital expenditures.
3. In accordance with this plan, East Ohio proposes
to issue long-term notes (documented by book entry only) to
Consolidated in the principal amount of $16,000,000 and issue
common stock valued at $20,000,000. The notes will mature over a
term which approximates that of debentures issued by Consolidated,
with interest being paid semi-annually. The interest rate on East
Ohio's notes will be predicated upon and substantially equal to
the effective cost of money to Consolidated obtained through its
most recent long-term debt financing. In the event Consolidated
does not issue long-term debt, the cost of long-term borrowings by
East Ohio will be tied to the Salomon Brothers, Inc. Bond Market
Roundup rate dated nearest to the time of takedown. Such rate
will be adjusted to match Consolidated's cost of borrowing if
Consolidated subsequently issues long-term debt within one year of
the date of takedown. Should Consolidated not issue long-term
debt during the subsequent year period, the indicated rate at the
time of takedown will be used for the life of the security.
Consolidated's best current estimate of the effective annualized
interest rate associated with this transaction is 6.8%. The
principal amount and cost of East Ohio's notes and stock to be
issued to Consolidated to accomplish this financing will be just
and reasonable.
4. The purpose of the issuance of long-term notes and common
stock described herein is to finance the acquisition of property,
the construction, extension, renewal and improvement of
East
<PAGE> 3
Ohio's facilities and the improvement of East Ohio's service to
its customers and to refinance previous long-term notes which will
be retired in this calendar year. These funds are reasonably
required by East Ohio to meet its present and prospective
obligations to provide utility service to its customers.
5. East Ohio will incur no cost in connection with the
issuance of said long-term notes and common stock, except the cost
associated with the preparation and filing of this application.
6. The effect on revenue requirements for East Ohio
resulting from the issuance of $16,000,000 in long-term notes and
$20,000,000 in common stock to Consolidated will be reflected in
the determination of the required amount of revenue in a rate
proceeding where all factors affecting rates are taken into
account according to law.
7. East Ohio will report to this Commission, as soon
as reasonably practicable, the issuance of long-term notes and
common stock referred to in paragraph 3, setting forth the
proceeds received from such issuance and the associated interest
rates, all in reasonable detail.
8. Pursuant to Section 4905.41, Ohio Revised Code, East
Ohio submits the following as part of this Application:
(i) A balance sheet as of December 31, 1993 is
attached hereto, and designated as "Exhibit A";
(ii) A pro forma balance sheet reflecting the
requested issuance of long-term notes and common
stock at December 31, 1993 is attached hereto,
and designated as "Exhibit
B"; and
<PAGE> 4
(iii) An income statement for the twelve-month
period ended December 31, 1993 is attached
hereto, and designated as "Exhibit C".
<PAGE> 5
WHEREFORE, The East Ohio Gas Company respectfully
requests the Commission to authorize East Ohio to issue long-term
notes in the aggregate principal amount of $16,000,000 and common
stock in the amount of $20,000,000 resulting in a total long-term
debt for East Ohio which would not exceed $205,597,000.
Respectfully submitted,
THE EAST OHIO GAS COMPANY
By ___________________________________
Vice President - Rates and Administration
By _______________________________________
Treasurer
Kenneth R. Long, Esq.
Vice President and General Counsel
The East Ohio Gas Company
1717 East Ninth Street
P.O. Box 5759
Cleveland, Ohio 44101-0759
Paul T. Ruxin, Esq.
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
<PAGE> 6
VERIFICATION
Bruce C. Klink and Patrick J. Sweeney, being first duly
sworn, depose and state that they are Vice President, Rates
and Administration, and Treasurer, respectively, of Applicant, The
East Ohio Gas Company; that each has read the foregoing
Application; and that the facts stated therein are true to the
best of their knowledge, information and belief.
___________________________
Bruce C. Klink
___________________________
Patrick J. Sweeney
Subscribed and sworn to before me, a notary public, this
14th day of March, 1994.
_____________________________________
Notary Public
JEAN A. DENARD, Attorney
NOTARY PUBLIC - STATE OF OHIO
By commission has no expiration date
Section 147.03 R.C.
<PAGE> 7
THE EAST OHIO GAS COMPANY EXHIBIT A
BALANCE SHEET Page 1 of 2
As of December 31,1993
ASSETS AND OTHER DEBITS
___________________________
Account
No. AMOUNT
_______ _________________
UTILITY PLANT
101-107 Gas Plant 1,132,219,966.06
117 Gas Stored Underground - Noncurrent 21,620,471.11
_________________
Sub-Total 1,153,840,437.17
108-113 Accumulated Provision for Depreciation, (487,265,648.63)
Amortization, and Depletion
_________________
NET UTILITY PLANT 666,574,788.54
OTHER PROPERTY AND INVESTMENTS
121 Non-Utility Property 2,263,538.70
122 Accumulated Provision for Depreciation and -
Amortization of Non-Utility Property-
124 Other Investments 2,646,180.50
_________________
TOTAL OTHER PROPERTY & INVESTMENTS 4,909,719.20
CURRENT AND ACCRUED ASSETS
131 Cash 8,320,392.89
132-134 Special Deposits 54,112.17
135 Working Funds 54,489.53
136 Temporary Cash Investments -
141 Notes Receivable -
142-143 Accounts Receivable 190,420,016.76
144 Accum. Provision for Uncollectible Accounts
(2,020,000.00)
145-146 Receivables from Associated Companies 2,650,368.89
151-156 Materials and Supplies 10,943,124.05
163 Stores Expense Undistributed 2,143,708.17
164 Gas Stored Underground - Current 72,426,748.11
165 Prepayments 31,420,685.56
166-167 Advances For Gas 193,398.67
171-174 Other Current and Accrued Assets 78,060,629.58
_________________
TOTAL CURRENT & ACCRUED ASSETS 394,667,674.38
181-192 DEFERRED DEBITS 179,242,318.28
_________________
TOTAL ASSETS AND OTHER DEBITS 1,245,394,500.40
=================
<PAGE> 8
THE EAST OHIO GAS COMPANY EXHIBIT A
BALANCE SHEET Page 2 of 2
As of December 31,1993
LIABILITIES AND OTHER CREDITS
_____________________________
Account
No. AMOUNT
_______ _________________
PROPRIETARY CAPITAL
201 Common Stock Issued 157,967,650.00
216 Unappropriated Retained Earnings 199,166,606.97
_______________
TOTAL PROPRIETARY CAPITAL 357,134,256.97
LONG-TERM DEBT
221 Bonds -
223 Advances from Associated Companies 189,597,000.00
_______________
TOTAL LONG-TERM DEBT 189,597,000.00
CURRENT AND ACCRUED LIABILITIES
227-229 Operating Reserves 600,000.00
232 Accounts Payable 115,291,473.57
233-234 Payables to Associated Companies 266,918,548.24
235 Customer Deposits 7,087,939.00
236 Taxes Accrued 24,716,440.56
237 Interest Accrued 745,154.80
238 Dividends Declared 10,236,303.72
241 Tax Collections Payable 150,112.45
242 Misc. Current and Accrued Liabilities 9,364,737.67
_______________
TOTAL CURRENT AND ACCRUED LIABILITIES 435,110,710.01
251-256 DEFERRED CREDITS 116,815,937.60
261-265 OPERATING RESERVES -
281-283 ACCUMULATED DEFERRED INCOME TAXES 146,736,595.82
_______________
TOTAL LIABILITIES AND OTHER CREDITS 1,245,394,500.40
================
<PAGE> 9
THE EAST OHIO GAS COMPANY EXHIBIT B
PRO-FORMA BALANCE SHEET Page 1 of 2
As of December 31,1993
ASSETS AND OTHER DEBITS
_______________________
Account
No. AMOUNT
_______ _________________
UTILITY PLANT
101-107 Gas Plant 1,132,219,966.06
117 Gas Stored Underground - Noncurrent 21,620,471.11
_________________
Sub-Total 1,153,840,437.17
108-113 Accumulated Provision for Depreciation, (487,265,648.63)
Amortization, and Depletion
_________________
NET UTILITY PLANT 666,574,788.54
OTHER PROPERTY AND INVESTMENTS
121 Non-Utility Property 2,263,538.70
122 Accumulated Provision for Depreciation and
Amortization of Non-Utility Property
124 Other Investments 2,646,180.50
_________________
TOTAL OTHER PROPERTY & INVESTMENTS 4,909,719.20
CURRENT AND ACCRUED ASSETS
131 Cash 44,320,392.89
132-134 Special Deposits 54,112.17
135 Working Funds 54,489.53
136 Temporary Cash Investments
141 Notes Receivable
142-143 Accounts Receivable 190,420,016.76
144 Accum. Provision for Uncollectible Accounts(2,020,000.00)
145-146 Receivables from Associated Companies 2,650,368.89
151-156 Materials and Supplies 10,943,124.05
163 Stores Expense Undistributed 2,143,708.17
164 Gas Stored Underground - Current 72,426,748.11
165 Prepayments 31,420,685.56
166-167 Advances For Gas 193,398.67
171-174 Other Current and Accrued Assets 78,060,629.58
_________________
TOTAL CURRENT & ACCRUED ASSETS 430,667,674.38
181-192 DEFERRED DEBITS 179,242,318.28
_________________
TOTAL ASSETS AND OTHER DEBITS 1,281,394,500.40
===============
<PAGE> 10
THE EAST OHIO GAS COMPANY EXHIBIT B
PRO-FORMA BALANCE SHEET Page 2 of 2
As of December 31,1993
LIABILITIES AND OTHER CREDITS
_____________________________
Account
No. AMOUNT
_______ _________________
PROPRIETARY CAPITAL
201 Common Stock Issued 177,967,650.00
216 Unappropriated Retained Earnings 199,166,606.97
________________
TOTAL PROPRIETARY CAPITAL 377,134,256.97
LONG-TERM DEBT
221 Bonds -
223 Advances from Associated Companies 205,597,000.00
________________
TOTAL LONG-TERM DEBT 205,597,000.00
CURRENT AND ACCRUED LIABILITIES
227-229 Operating Reserves 600,000.00
232 Accounts Payable 115,291,473.57
233-234 Payables to Associated Companies 266,918,548.24
235 Customer Deposits 7,087,939.00
236 Taxes Accrued 24,716,440.56
237 Interest Accrued 745,154.80
238 Dividends Declared 10,236,303.72
241 Tax Collections Payable 150,112.45
242 Misc. Current and Accrued Liabilities 9,364,737.67
________________
TOTAL CURRENT AND ACCRUED LIABILITIES 435,110,710.01
251-256 DEFERRED CREDITS 116,815,937.60
261-265 OPERATING RESERVES
281-283 ACCUMULATED DEFERRED INCOME TAXES 146,736,595.82
________________
TOTAL LIABILITIES AND OTHER CREDITS 1,281,394,500.40
================
<PAGE> 11
THE EAST OHIO GAS COMPANY EXHIBIT C
INCOME STATEMENT
For the Twelve Months Ended December, 1993
Account
No. AMOUNT
_______ _________________
UTILITY OPERATING INCOME
400 OPERATING REVENUES
Gas Sales 981,545,633.25
Other Operating Revenue 82,860,358.88
_________________
TOTAL OPERATING REVENUES 1,064,405,992.13
OPERATING EXPENSES
401 Operation Expense:
Purchased Gas 677,212,875.23
Other Operation Expense 175,243,257.94
Exploration & Development 88,191.73
_________________
Total Operation Expense 852,544,324.90
402 Maintenance Expense 24,437,765.05
403 Depreciation Expense 28,247,015.88
404-405 Amortization and Depletion 983,114.49
408.1 Taxes Other Than Income Taxes 84,900,023.41
409.1 Income Taxes (154,000.00)
410.1 Deferred Income Tax - Provision 28,510,789.34
411.1 Deferred Income Tax - Credit (9,264,621.16)
411.4 Investment Tax Credit Adjustment (Net) (1 ,307 ,400.94)
_________________
TOTAL OPERATING EXPENSES 1,008,897,010.97
_________________
NET UTILITY OPERATING INCOME 55,508,981.16
415-426 Other Income And Deductions (Net) 1,188,451.93
_________________
INCOME BEFORE INTEREST CHARGES 56,697,433.09
427-432 Interest Charges 15,232,549.16
_________________
INCOME BEFORE EXTRAORDINARY ITEMS 41,464,883.93
Extraordinary Income 1,369,981.68
_________________
NET INCOME 42,834,865.61
=================
<PAGE> 1
BEFORE
THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application )
of THE RIVER GAS COMPANY for )
Consent And Authority to Issue ) Case No. 94- GA-AIS
Notes And Other Evidences of ) 543
Indebtedness )
APPLICATION
OF
THE RIVER GAS COMPANY
Pursuant to Sections 4905.40 and 4905.41, Ohio
Rev. Applicant, The River Gas Company ("River" or "the Company"),
respectfully requests the Commission's authorization to issue notes
and other evidences of indebtedness as set forth below:
1. River is an Ohio corporation providing natural gas
serv-ice to consumers in various municipalities and communities in
southeastern Ohio and is a public utility subject to the
juris-diction of this Commission pursuant to Sections 4905.02 and
4905.03 (A) (6), Ohio Revised Code. River is a wholly-owned
subsidiary of Consolidated Natural Gas Company ("Consolidated"),
a Delaware corporation and public utility holding company subject
to regulation by the Securities and Exchange Commission ("SEC")
under the Public Utility Holding Company Act of 1935 ("the Act").
2. On April 30, 1993, Consolidated filed with the SEC its
Application-Declaration under the Act outlining the financing
program of the Consolidated System for 1993 and early 1994. This
Application-Declaration describes, among other matters,
Consoli-dated's intention to make long-term loans, open account
advances
<PAGE> 2
to and capital stock purchases from its subsidiary companies to
finance their capital expenditures.
3. In accordance with this plan, River proposes to issue
long-term notes (documented by book entry only) to Consolidated
in the principal amount of $1,100,000 and issue common stock
valued at $1,000,000. The notes will mature over a term which
approximates that of debentures issued by Consolidated, with
interest being paid semi-annually. The interest rate on River's
notes will be predicated upon and substantially equal to the
effective cost of money to Consolidated obtained through its most
recent long-term debt financing. In the event Consolidated does not
issue long-term debt, the cost of long-term borrowings by
River will be tied to the Salomon Brothers; Inc. Bond Market
Roundup rate dated nearest to the time of takedown. Such rate
will be adjusted to match Consolidated's cost of borrowing if
Consolidated subsequently issues long-term debt within one year
of the date of takedown. Should Consolidated not issue long-term
debt during the subsequent year period, the indicated rate at the
time of takedown will be used for the life of the security.
Consolidated's best current estimate of the effective annualized
interest rate associated with this transaction is 6.8%. The
principal amount and cost of River's notes and stock to be issued to
Consolidated to accomplish this financing will be just and
reasonable.
4. The purpose of the issuance of long-term notes and common
stock described herein is to finance the acquisition of property,
the construction, extension, renewal and improvement of River's
<PAGE> 3
facilities and the improvement of River's service to its custom-ers
and to refinance previous long-term notes which will be retired in
this calendar year. These funds are reasonably re-quired by River
to meet its present and prospective obligations
to provide utility service to its customers.
5. River will incur no cost in connection with the issuance
of said long-term notes and common stock, except the cost
asso-ciated with the preparation and filing of this application.
6. The effect on revenue requirements for River resulting
from the issuance of $1,100,000 in long-term notes and $1,000,000
in common stock to Consolidated will be reflected in the
determi-nation of the required amount of revenue in a rate
proceeding where all factors affecting rates are taken into account
accord-ing to law.
7. River will report to this Commission, as soon as
reason-ably practicable, the issuance of long-term notes and common
stock referred to in paragraph 3, setting forth the proceeds
received from such issuance and the associated interest rates,
all in reasonable detail.
8. Pursuant to Section 4905.41, Ohio Revised Code,
River submits the following as part of this Application:
(i) A balance sheet as of December 31, 1993
is attached hereto, and designated as
"Exhibit A"
(ii) A pro forma balance sheet reflecting the requested
issuance of long-term notes and common
<PAGE> 4
stock at December 31, 1993 is attached hereto, and
designated as "Exhibit B"; and
(iii) An income statement for the twelve-month
period ended December 31, 1993 is attached hereto,
and designated as "Exhibit C".
<PAGE> 5
WHEREFORE, The River Gas Company respectfully requests
the Commission to authorize River to issue long-term notes in the
aggregate principal amount of $1,100,000 and common stock in the
amount of $1,000,000 resulting in a total long-term debt for River
which would not exceed $4,125,000.
Respectfully submitted,
THE RIVER GAS COMPANY
By __________________________________
Vice President - Rates and Administration
By __________________________________
Treasurer
Kenneth R. Long, Esq.
Vice President and General Counsel
The River Gas Company
1717 East Ninth Street
P.O. Box 5759
Cleveland, Ohio 44101-0759
Paul T. Ruxin, Esq.
Jones, Day, Reavis & Pogue
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
(216) 586-3939
<PAGE> 6
VERIFICATION
Bruce C. Klink and Patrick J. Sweeney, being first duly
sworn, depose and state that they are Vice President, Rates and
Administration, and Treasurer, respectively, of Applicant, The
River Gas Company; that each has read the foregoing Application;
and that the facts stated therein are true to the best of their
knowledge, information and belief.
___________________________
Bruce C. Klink
___________________________
Patrick J. Sweeney
Subscribed and sworn to before me, a notary public, this 14th
day of March, 1994.
_____________________________________
Notary Public
JEAN A. DENARD, Attorney
NOTARY PUBLIC - STATE OF OHIO
By commission has no expiration date
Section 147.03 R.C.
<PAGE> 7
THE RIVER GAS COMPANY EXHIBIT A
BALANCE SHEET Page 1 of 2
As of December 31, 1993
ASSETS AND OTHER DEBITS
___________________________
Account
No. AMOUNT
_______ _________________
UTILITY PLANT
101-107 Gas Plant 23,849,406.57
117 Gas Stored Underground - Noncurrent 0.00
_______________
Sub-Total 23,849,406.57
108-113 Accumulated Provision for Depreciation, (10,132,095.64)
Amortization, and Depletion
_______________
NET UTILITY PLANT 13,717,310.93
OTHER PROPERTY AND INVESTMENTS
121 Non-Utility Property 0.00
122 Accumulated Provision for Depreciation and
Amortization of Non-Utility Property
124 Other Investments 6,633.90
_______________
TOTAL OTHER PROPERTY & INVESTMENTS 6,633.90
CURRENT AND ACCRUED ASSETS
131 Cash 297,950.62
132-134 Special Deposits 1,034.60
135 Working Funds 9,116.84
136 Temporary Cash Investments
141 Notes Receivable
142-143 Accounts Receivable 3,152,546.42
144 Accum. Provision for Uncollectible Accounts (20,000.00)
145-146 Receivables from Associated Companies 45,850.01
151-156 Materials and Supplies 148,254.83
163 Stores Expense Undistributed 15,326.57
164 Gas Stored Underground - Current 2,200,780.76
165 Prepayments 531,002.52
166-167 Advances For Gas 0.00
171-174 Other Current and Accrued Assets 1,397,450.81
_______________
TOTAL CURRENT & ACCRUED ASSETS 7,779,313.98
181-192 DEFERRED DEBITS 3,028,111.56
_______________
TOTAL ASSETS AND OTHER DEBITS 24,531,370.37
<PAGE> 8
THE RIVER GAS COMPANY EXHIBIT A
BALANCE SHEET Page 2 of 2
As of December 31,1993
LIABILITIES AND OTHER CREDITS
_____________________________
Account
No. AMOUNT
_______ _________________
PROPRIETARY CAPITAL
201 Common Stock Issued 3,550,000.00
216 Unappropriated Retained Earnings 2,975,064.83
______________
TOTAL PROPRIETARY CAPITAL 6,525,064.83
LONG-TERM DEBT
221 Bonds -
223 Advances from Associated Companies 3,025,000.00
______________
TOTAL LONG-TERM DEBT 3,025,000.00
CURRENT AND ACCRUED LIABILITIES
227-229 Operating Reserves 53,641.97
232 Accounts Payable 1,829,877.43
233-234 Payables to Associated Companies 6,235,618.97
235 Customer Deposits 97,091.00
236 Taxes Accrued 564,785.29
237 Interest Accrued 10,148.32
238 Dividends Declared 200,575.00
241 Tax Collections Payable 30,145.56
242 Misc. Current and Accrued Liabilities 174,429.37
______________
TOTAL CURRENT AND ACCRUED LIABILITIES 9,196,312.91
251-256 DEFERRED CREDITS 2,200,854.21
261-265 OPERATING RESERVES -
281-283 ACCUMULATED DEFERRED INCOME TAXES 3,584,138.42
______________
TOTAL LIABILITIES AND OTHER CREDITS 24,531,370.37
===============
<PAGE> 9
THE RIVER GAS COMPANY EXHIBIT B
PRO-FORMA BALANCE SHEET Page 1 of 2
As of December 31, 1993
ASSETS AND OTHER DEBITS
_______________________
Account
No. AMOUNT
_______ _________________
UTILITY PLANT
101-107 Gas Plant 23,849,406.57
117 Gas Stored Underground - Noncurrent 0.00
________________
Sub-Total 23,849,406.57
108-113 Accumulated Provision for Depreciation, (10,132,095.64)
Amortization, and Depletion
________________
NET UTILITY PLANT 13,717,310.93
OTHER PROPERTY AND INVESTMENTS
121 Non-Utility Property 0.00
122 Accumulated Provision for Depreciation and
Amortization of Non-Utility Property
124 Other 1nvestments 6,633.90
________________
TOTAL OTHER PROPERTY & INVESTMENTS 6,633.90
CURRENT AND ACCRUED ASSETS
131 Cash 2,397,950.62
132-134 Special Deposits 1,034.60
135 Working Funds 9,116.84
136 Temporary Cash 1nvestments
141 Notes Receivable
142-143 Accounts Receivable 3,152,546.42
144 Accum. Provision for Uncollectable Acts (20,000.00)
145-146 Receivables from Associated Companies 45,850.01
151-156 Materials and Supplies 148,254.83
163 Stores Expense Undistributed 15,326.57
164 Gas Stored Underground - Current 2,200,780.76
165 Prepayment 531,002.52
166-167 Advances For Gas 0.00
171-174 Other Current and Accrued Assets 1,397,450.81
________________
TOTAL CURRENT & ACCRUED ASSETS 9,879,313.98
181-192 DEFERRED DEBITS 3,028,111.56
________________
TOTAL ASSETS AND OTHER DEBITS 26,631,370.37
===============
<PAGE> 10
THE RIVER GAS COMPANY EXHIBIT B
PRO-FORMA BALANCE SHEET Page 2 of 2
As of December 3I, 1993
LIABILITIES AND OTHER CREDITS
_____________________________
Account
No. AMOUNT
_______ _________________
PROPRIETARY CAPITAL
201 Common Stock Issued 4,550,000.00
216 Unappropriated Retained Earnings 2,975,064.83
______________
TOTAL PROPRIETARY CAPITAL 7,525,064.83
LONG-TERM DEBT
221 Bonds -
223 Advances from Associated Companies 4,125,000.00
______________
TOTAL LONG-TERM DEBT 4,125,000.00
CURRENT AND ACCRUED LIABILITIES
227-229 Operating Reserves 53,641.97
232 Accounts Payable 1,829,877.43
233-234 Payables to Associated Companies 6,235,618.97
235 Customer Deposits 97,091.00
236 Taxes Accrued 564,785.29
237 Interest Accrued 10,148.32
238 Dividends Declared 200,575.00
241 Tax Collections Payable 30,145.56
242 Misc. Current and Accrued Liabilities 174,429.37
______________
TOTAL CURRENT AND ACCRUED LIABILITIES 9,196,312.91
251-256 DEFERRED CREDITS 2,200,854.21
261-265 OPERATING RESERVES -
281-283 ACCUMULATED DEFERRED INCOME TAXES 3,584,138.42
______________
TOTAL LIABILITIES AND OTHER CREDITS 26,631,370.37
==============
<PAGE> 11
THE RIVER GAS COMPANY EXHIBIT C
INCOME STATEMENT
For Twelve Twelve Months Ended December, 1993
Account
No. AMOUNT
_______ _________________
UTILITY OPERATING INCOME
400 OPERATING REVENUES
Gas Sales 14,440,113. 04
Other Operating Revenue 1,785,943.49
_______________
TOTAL OPERATING REVENUES 16,226,056.53
OPERATING EXPENSES
401 Operation Expense:
Purchased Gas 8,758,449.73
Other Operation Expense 3,264,047.18
Exploration & Development 0.00
_______________
Total Operation Expense 12,022,496.91
402 Maintenance Expense 402,535.50
403 Depreciation Expense 742,712.78
404-405 Amortization and Depletion 759.75
408.1 Taxes Other Than Income Taxes 1,497,616.92
409.1 Income Taxes 275,020.03
410.1 Deferred Income Tax - Provision 267,163.57
411.1 Deferred Income Tax - Credit (104,045.06)
411.4 Investment Tax Credit Adjustment (Net) (29,000.00)
_______________
TOTAL OPERATING EXPENSES 15,075,260.40
_______________
NET UTILITY OPERATING INCOME 1,150,796.13
415-426 Other Income And Deductions (Net) (18,608.62)
_______________
INCOME BEFORE INTEREST CHARGES 1,132,187.51
427-432 Interest Charges 276,411.40
_______________
INCOME BEFORE EXTRAORDINARY ITEMS 855,776.11
Extraordinary Income (32,539.28)
_______________
NET INCOME 823,236.83
===============
<PAGE> 1
BEFORE
THE PUBLIC UTILITIES COMMISSION OF OHIO
In the Matter of the Application )
of The River Gas Company for )
Consent and Authority to Issue ) Case No. 94-543-GA-AIS
Notes And Other Evidences of )
Indebtedness. )
In the Matter of the Application )
of The East Ohio Gas Company for )
Consent and Authority to Issue ) Case No. 94-544-GA-AIS
Notes And Other Evidences of )
Indebtedness. )
FINDING AND ORDER
_________________
The Commission finds:
(1) Applicants, The River Gas Company (River Gas) and The East
Ohio Gas Company (East Ohio), are Ohio corporations and public
utilities, as defined in Sections 4905.02 and 4905.03(A) (6),
Revised Code, and are subject to the jurisdiction of this
Commission.
(2) These Applications (Collectively hereinafter called the
"Applications") are filed under Sections 4905.40 and 4905.41,
Revised Code.
(3) Applicants propose to issue to their parent company,
Consolidated Natural Gas Company ("Consolidated"), long-term
notes (the "Notes") in aggregate principal amounts of $1.1
million for River Gas and $16 million for East Ohio, pursuant
to the terms and conditions as set forth in their respective
Applications and Exhibits.
(4) Applicants also propose to issue to Consolidated common
stock (the "Stock") valued at $1 million for River Gas and $20
million for East Ohio, pursuant to the terms and conditions as
set forth in their respective Applications and Exhibits.
(5) The Notes will mature over. a term which approximates that
of the debentures of Consolidated with interest being paid
semiannually. The interest rate on the Notes will be
predicated on and substantially equal to the effective cost of
the money to Consolidated.
(6) The proceeds from the Notes and the Stock (Collectively the
"Securities"), will be used to finance the acquisition of
property; the construction, extension, renewal and improvements
of Applicants' facilities and services; and to
<PAGE> 2
Case No. 94-543-GA-AIS et al.
Page -2-
refinance previous long-term debentures which will be
retired.
(7) The principal amounts of the Securities, the probable costs,
and other terms do not appear to be unjust or unreasonable.
(8) The effect of the issuance of the Securities on Applicants'
revenue requirements will be considered in the determination of
rehired revenues in rate proceedings in which all factors
affecting rates are taken into account according to law.
(9) Based on information contained in the Applications and
Exhibits thereto, the purposes to which the proceeds from the
Securities shall be applied appear to be reasonably rehired by
Applicants to meet their present and prospective obligations to
provide utility service and the Commission is satisfied that
consent and authority should be granted.
It is, therefore,
ORDERED, That Applicants, The River Gas Company and The East Ohio
Gas Company, are authorized to issue to their parent company,
Consolidated Natural Gas Company, long-term notes in aggregate
principal amounts of $1.1 million by River Gas and $16 million by
East Ohio, respectively, pursuant to the terms and conditions
substantially as set forth in their respective Applications and
Exhibits. It is, Further,
ORDERED, That Applicants are also authorized to issue to their
parent company, Consolidated Natural Gas Company, common stock valued
at $1 million by River Gas and $20 million by East Ohio, pursuant to
the terms and conditions substantially as set forth in their
respective Applications and Exhibits. It is, Further,
ORDERED, That the proceeds from the issuance of the Securities
shall be used for the purposes set forth in this Order and otherwise
pursuant to Section 4905.40, Revised Code. It is, further,
ORDERED, That after the Securities authorized by this Order are
issued, Applicants shall report to this Commission the terms and full
Particulars regarding the issuance of the Notes. It is, further,
ORDERED, That nothing in this Order shall be construed to imply
that the Commission has also ruled on the merits of the proposed
merger of Applicants.
ORDERED, That nothing in this Order shall be construed to imply
any guaranty or obligation as to the Securities, or the interest
and/or dividends thereon, on the part of the State of Ohio. It is,
further,
<PAGE> 3
Case No. 94-543-GA-AIS et al.
Page -3-
ORDERED, That nothing in this Order shall be construed to imply
any guaranty or obligation by the Commission to assure completion of
any specific construction project of the Applicant. It is, further,
ORDERED, That nothing in this Order shall be deemed to be binding
upon this Commission in any future proceeding or investigation
involving the justness or reasonableness of any rate, charge, rule or
regulation. It is, further,
ORDERED, That a copy of this Order be served upon all parties of
record.
THE PUBLIC UTILITIES COMMISSION OF OHIO
________________________________
Craig A. Glazer, Chairman
______________________________ ______________________________
J. Michael Biddison Jolynn Barry Butler
______________________________ ______________________________
Richard M. Fannelly David W. Johnson
SEJ:sm
Entered in the Journal
MAY 11 1994
______________________
A True Copy
______________________
Gary E. Vigorito
Secretary
<PAGE> 1
Exhibit A-3
July 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company et al.
S.E.C. File No. 70-8195
Dear Sirs:
This "past tense" opinion is rendered pursuant to the requirements
of Paragraph F(2) of the instructions as to exhibits to Form U-1 of
the Securities and Exchange Commission ("Commission") with respect to
the transactions described in the above-captioned joint application
("Joint Application-Declaration").
In rendering this opinion, I have examined:
1. The certificates of notification heretofore filed and
Certificate of Notification No. 4 filed concurrently herewith
pursuant to Rule 24 with respect to:
A. the delivery to Consolidated Natural Gas Company
("Consolidated") by each of the following subsidiaries of
nonnegotiable, long-term notes in the following amounts in
payment of loans:
Consolidated Natural Gas Service Company $ 795,000
Hope Gas, Inc. 12,097,000
The East Ohio Gas Company 55,416,000
CNG Transmission Corporation 117,334,000
The River Gas Company 2,225,000
CNG Producing Co. 79,575,000
The Peoples Natural Gas Company 63,469,500
West Ohio Gas Company 2,525,500
B. the issuance and sale by the following subsidiaries and
purchase by Consolidated, of the aggregate par value of their
capital stock, as follows:
CNG Energy Company $ 500,000
CNG Transmission Corporation 18,610,000
Hope Gas, Inc. 11,271,500
The Peoples Natural Gas Company 23,200,000
The East Ohio Gas Company 20,000,000
West Ohio Gas Company 3,700,000
CNG Gas Services 5,000,000
The River Gas Company 1,000,000
<PAGE> 2
C. the issuance and sale by Consolidated of short-term
commercial paper, the maximum amount outstanding at any one
time during the period being $614,400,000.
(The transactions above-described in subparagraphs A
through C are herein collectively referred to as the
"Transactions.")
2. The Joint Application-Declaration, as amended, of Consolidated
and its subsidiaries aforementioned at File No. 70-8195.
3. The Order of the Commission dated June 30, 1993, HCAR No.
25841, granting and permitting the Joint
Application-Declaration, to become effective insofar as it is
related to the Transactions; and
Based upon the foregoing, including the opinions heretofore filed
with the Joint Application-Declaration, and relying thereon, I am of
the opinion that:
(1) Consolidated and the aforementioned subsidiary companies are
validly organized and duly existing corporations;
(2) all state laws applicable to the transactions have been
complied with;
(3) Consolidated has legally acquired the nonnegotiable, long-term
notes of the respective subsidiaries, as described in
paragraph 1.A above, and said notes are, in accord with their
terms, legal and binding obligations of the respective
subsidiaries;
(4) Consolidated has legally acquired the capital stock of the
respective subsidiaries, as described in paragraph 1.B above,
said stock is validly issued, fully paid and nonassessable,
and Consolidated, as the holder thereof, is entitled to the
rights and privileges appertaining thereto as set forth in the
certificates of incorporation of the respective issues of said
stock;
(5) the short-term commercial paper notes issued by Consolidated
were valid and binding obligations of Consolidated in
accordance with their terms;
(6) the consummation of the transactions did not violate the legal
rights of the holders of securities issued by Consolidated, or
any associate thereof, and
(7) the transactions have been carried out in accordance with the
provisions of the Joint Application-Declaration and the
related orders of the Commission.
<PAGE> 3
I hereby consent to the filing of this opinion with the Commission
concurrently with Certificate of Notification No. 4 of even date.
Very truly yours,
H. P. Payne
