<PAGE> 1 File Number
70-6306
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 21
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:
S. E. WILLIAMS, Senior Vice President
and General Counsel
Consolidated Natural Gas Company
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
H. P. PAYNE, JR., Senior Attorney
Consolidated Natural Gas Service
Company, Inc.
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
<PAGE> 2 File Number
70-6306
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 21
to
FORM U-1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Item 1. Description of Proposed Transaction
___________________________________
(a) Furnish a reasonably detailed and precise description of the
proposed transaction, including a statement of the reason why it is
desired to consummate the transaction and the anticipated effect
thereof. If the transaction is part of a general program, describe
the program and its relation to the proposed transaction.
Consolidated Natural Gas Company (the "Company" or
"Consolidated"), is a
public utility holding company registered under the Public Utility
Holding
Company Act of 1935 ("Act"). It is engaged solely in the business of
owning
and holding all of the outstanding securities of fifteen companies,
most of
which are in the natural gas business, including a subsidiary service
company. The said subsidiary companies are engaged primarily in
natural
gas exploration, production, purchasing, gathering, transmission,
storage,
distribution and by-product operations.
By prior Commission orders in this proceeding dated November 27,
1985, and March 20, 1986, and December 18, 1989 (HCAR Nos. 23925,
24053 and 25003, respectively), Consolidated was authorized to issue
shares of its common stock, $2.75 par value ("Common Stock"), from
time to time through December 31, 1994, to the agent for participants
in Consolidated's Dividend Reinvestment Plan ("DRP") and to the
Trustees of the Employee Stock Ownership Plan ("ESOP") of Consolidated
and its participating subsidiaries. It is anticipated that 133,251
shares of Common Stock allocated to the ESOP will remain unissued as
of December 31, 1994. All shares allocated to the DRP under this
proceeding have been issued.
<PAGE> 3
Consolidated proposes to continue the ESOP and, at the option of
its Board of Directors, distribute to participants either authorized
and unissued Common Stock or outstanding Common Stock purchased in the
open market. Authorized and unissued shares of Common Stock will be
issued whenever additional equity capital is needed by Consolidated.
The per share price of original issue Common Stock purchase from
Consolidated will be the average of the closing price of
Consolidated's Common Stock on the New York Stock Exchange
Consolidated tape for the 20 consecutive trading days immediately
preceding the date of transfer. Consolidated will use the proceeds
from the sale of such shares for general corporate purposes. Whenever
additional equity capital is not needed by Consolidated, ESOP shares
will be acquired through open market purchases by the ESOP trustees.
The ESOP is noncontributory on the employee's part and is
administered by trustees. No one has the right to vote any shares
acquired by the ESOP other than the participants who own such shares.
The Board of Directors has the right to adjust the number of shares
reserved under the ESOP which may be issued in order to prevent
diltion or enlargement of participants' rights under the ESOP in the
event of a stock split, reverse stock split, organization or similar
event with respect to which the Board determines that an equitable
adjustment is appropriate. Consolidated requests authority to issue
said 133,251 shares, or such shares as may respectively remain
unissued at December 31, 1994, until such numbers shall be exhausted,
but not beyond December 31, 1999. Consolidated further requests
authority to adjust the number and par value (if appropriate) of
shares of Common Stock that may be issued under the ESOP in the
implementation of the anticipation or anti-enlargement of rights
provisions of the ESOP.
<PAGE> 4
(b) Describe briefly, and where practicable state the
approximate amount of, any material interest in the proposed
transaction, direct or indirect, of any associate company or affiliate
of the applicant or any affiliate of any such associate company.
None.
(c) If the proposed transaction involves the acquisition of
securities not issued by a registered holding company or a subsidiary
thereof, describe
briefly the business and property, present or proposed, of the issuer
of such securities.
Not applicable.
(d) If the proposed transaction involves the acquisition or
disposition of assets, describe briefly such assets, setting forth
original cost, vendor's book cost (including the basis of
determination) and applicable valuation and qualifying reserves.
Not applicable.
Item 2. Fees, Commissions and Expenses
______________________________
(a) State (1) the fees, commissions and expenses paid or
incurred, or to be paid or incurred, directly or indirectly, in
connection with the proposed
transaction by the applicant or declarant or any associate company
thereof, and (2) if the proposed transaction involves the sale of
securities at competitive bidding, the fees and expenses to be paid to
counsel selected by applicant or declarant to act for the successful
bidder.
It is estimated that the expenses to be incurred by the Company
in
connection with the herein proposed transactions are as follows:
Form U-1 Amendment Filing Fee $2,000
Charges of Consolidated Natural Gas
Service Company, Inc. for services
in connection with the preparation
of this declaration, and related
documents and papers $1,000
Miscellaneous out-of-pocket expenses 500
______
$3,500
======
(b) If any person to whom fees or commissions have been or are
to be paid in connection with the proposed transaction is an associate
Company or an affiliate of the applicant or declarant, or is an
affiliate of an associate company, set forth the facts with respect
thereto.
<PAGE> 5
The charges of Consolidated Natural Gas Service Company, Inc., a
subsidiary service company, for services on a cost basis (including
regularly
employed counsel) in connection with the preparation of this
declaration on
Form U-1, and other related documents and papers required to
consummate the
proposed transactions are included in the above table.
Item 3. Applicable Statutory Provisions
_______________________________
(a) State the sections of the Act and the rules thereunder
believed to be applicable to the proposed transaction. If any section
or rule would be applicable in the absence of a specific exemption,
state the basis of exemption.
Sections 6(a), 7 and 12(c) and Rule 42 are deemed to be
applicable to the
proposed issuance of shares of common stock in connection with the DRP
and
ESOP.
To the extent that the proposed transactions are considered by
the
Commission to require authorization, approval or exemption under any
section
of the Act or provision of the rules or regulations other than those
specifically referred to herein, request for such authorization,
approval or
exemption is hereby made.
(b) If an applicant is not a registered holding company or a
subsidiary thereof, state the name of each public utility company of
which it is an
affiliate, or of which it will become an affiliate as a result of the
proposed transactions, and the reasons why it is or will become such
an affiliate.
Not applicable.
Item 4. Regulatory Approval
___________________
(a) State the nature and extent of the jurisdiction of any State
commission or any Federal commission (other than the Securities and
Exchange Commission) over the proposed transaction.
No State commission and no other Federal commission has
jurisdiction
over the proposed transactions.
<PAGE> 6
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection
with the proposed transaction.
None.
Item 5. Procedure
_________
(a) State the date when Commission action is requested. If the
date is less than 40 days from the date of the original filing, set
forth the reasons for acceleration.
It is requested that an order in these proceedings be issued not
later
than October 31, 1994.
(b) State (i) whether there should be a recommended decision by
a hearing officer, (ii) whether there should be a recommended decision
by any other responsible officer of the Commission, (iii) whether the
Division of Corporate Regulation may assist in the preparation of the
Commission's decision, and (iv) whether there should be a 30-day
waiting period between the issuance of the Commission's order and the
date on which it is to become effective.
It is submitted that a recommended decision by a hearing or other
responsible officer of the Commission is not needed with respect to
the
proposed transactions. The Office of Public Utility Regulation of the
Division of Investment Management may assist in the preparation of the
Commission's decision. There should be no waiting period between the
issuance
of the Commission's order and the date on which it is to become
effective.
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits are made a part of this statement:
(a) Exhibits
________
A-1 Composite copy of Certificate of Incorporation of the
Company,
as amended to date.
(Incorporated by reference to Exhibit A-1 filed with
the
Application/Declaration of the Company on Form U-1 File
No.
70-7811).
<PAGE> 7
A-2 Composite copy of Bylaws of the Company, as amended to
March 1,
1993. (Incorporated by reference to Exhibit B to Form
U5S,
File No. 30-203, for the year ended December 31, 1992.)
F Legal Opinion
O Proposed notice pursuant to Rule 22(f)
(b) Financial Statements
____________________
Not applicable
Item 7. Information as to Environmental Effects
_______________________________________
(a) Describe briefly the environmental effects of the proposed
transaction in terms of the standards set forth in Section 102(2)(C)
of the National Environmental Policy Act (42 U.S.C. 4232(2)(C)). If
the response to this item is a negative statement as to the
applicability of Section 102(2)(C) in connection with the proposed
transaction, also briefly state the reasons for that response.
As more fully described in Item 1(a), the proposed transactions
subject
to the jurisdiction of this Commission relate only to issuance of
stock
pursuant to the ESOP and involve no major federal action significantly
affecting the human environment.
(b) State whether any other federal agency has prepared or is
preparing an environmental impact statement ("EIS") with respect to
the proposed
transaction. If any other Federal agency has prepared or is preparing
an EIS, state which agency or agencies and indicate the status of that
EIS preparation.
None.
<PAGE> 8
SIGNATURES
__________
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto duly
authorized.
CONSOLIDATED NATURAL GAS COMPANY
By H. P. Payne, Jr.
Its Attorney
Date: September 13, 1994
<PAGE> 1
EXHI
BIT F
September 13, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company ("Consolidated")
File No. 70-6306
Dear Sirs:
Pursuant to the requirements of Paragraph F(1) of the instructions
to exhibits to Form U-1 this opinion is furnished in connection with
the proposed issuance of shares of Consolidated's common stock, $2.75
par value, to the trustees for common stockholders participating in
the employee stock ownership plan all as more fully described in
Consolidated's Declaration filed under the above referenced file
number, as amended. As of the date of this opinion, 133,251 shares
(subject to antidilution or anti-enlargement of rights provisions)
remained available for issuance.
As counsel for Consolidated and its request, I have examined and
am familiar with the said Declaration, all amendments thereto and
prior orders issued in this proceeding, Consolidated's Certificate of
Incorporation and Bylaws, and the corporate proceedings relative to
the issuance of said shares.
In my opinion, in the event the proposed transactions are
consummated in accordance with the said Declaration, as amended to
date, then:
(a) all state laws applicable to the proposed actions will have
been complied with:
(b) Conoslidated, the issuer of said Common Stock, is validly
organized and duly existing;
(c) Said Common Stock shall have been validly authorized and,
upon issuance and sale for not less than the par value thereof,
will be validly issued, full paid and nonassessable, and the
holders thereof will be entitled to the rights and privileges
appertaining thereto, as set forth in Consolidated's Certificate
of Incorporation, as amended; and
<PAGE> 1
EXHI
BIT F
(d) the consummation of said transactions will not violate the
legal rights of the holders of any securities issued by
Consolidated or any associate company thereof.
I hereby consent the this opinion be included as an exhibit to the
said Declaration.
Very truly yours,
H. P. Payne, Jr.
<PAGE> 1
Exhib
it O
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- ; 70-6306)
Consolidated Natural Gas Company
Notice of Proposed Extension of Period to Issue Common Stock Under
Dividend Reinvestment Plan and Exception from Competitive Bidding
September , 1994
Consolidated Natural Gas Company ("Consolidated"), CNG Tower,
Pittsburgh,
Pennsylvania 15222-3199, a registered holding company, has filed with
this
Commission a further post-effective amendment to its declaration in
this
proceeding pursuant to Sections 6(a), 7 and 12(c) of the Public
Utility
Holding Company Act of 1935 ("Act") and Rules 42 and 50(a)(5)
promulgated
thereunder.
By prior orders in this proceeding dated November 27, 1985, March
20,
1986 and December 18, 1989 (HCAR Nos. 23925, 24053 and 25003),
Consolidated
was authorized to issue shares of its common stock, $2.75 par value,
from time
to time through December 31, 1994, to the trustee for participants in
Consolidated's Employee Stock Ownership Plan ("ESOP"). It is
anticipated that
as of December 31, 1994, 133,251 shares of common stock allocated to
the
ESOP will remain unissued.
By post-effective amendment, Consolidated now requests that the
period
for the common stock issuance under the ESOP be extended to December
31, 1999,
for the shares remaining unissued as of December 31, 1994, and that
the number
and par value of the common stock that may be issued under the ESOP be
adjusted to implement the antidilution or anti-enlargement of rights
provisions of the ESOP.
PAGE 2
The amended declaration and any further amendments thereto are
available
for public inspection through the Commission's Office of Public
Reference.
Interested persons wishing to comment or request a hearing should
submit their
views in writing by October , 1994, to the Secretary, Securities and
Exchange Commission, Washington, D.C. 20549, and serve a copy on the
declarant at the address specified above. Proof of service (by
affidavit or,
in case of an attorney at law, by certificate) should be filed with
the
request. Any request for a 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 this matter. After said date, the declaration, as now amended or
as it may
be further amended, may be permitted to become effective.
For the Commission, by the Division of Investment Management,
pursuant to
delegated authority.
Jonathan G. Katz
Secretary
