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BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
_______________________________________________
:
In the Matter of :
:
CONSOLIDATED NATURAL GAS COMPANY, ET AL. : CERTIFICATE
: OF
File No. 70-8387 : NOTIFICATION
:
(Public Utility Holding Company Act of 1935) :
_______________________________________________
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated April 29, 1994 ("Order"), HCAR No. 26038, in the
above proceeding, the Securities and Exchange Commission ("Commission")
allowed the Application-Declaration of Consolidated Natural Gas Company
("Consolidated"), The River Gas Company ("River") and The East Ohio Gas
Company ("CNGP"), to become effective and authorized the merger ("Merger") of
CNGD into CNGP. The Agreement and Plan of Merger states that the merger shall
become effective when the merger documents are filed in accordance with the
General Corporation Law of the State of Ohio and the Corporation Act of the
State of West Virginia. The merger documents were filed in accordance with
the General Corporation Law of the State of Ohio on June 30, 1994, and in
accordance with the Corporation Act of the State of West Virginia on July 7,
1994. As a result of the Merger, the following occurred.
i) 45,500 shares of River common stock, $100 par value each, were
cancelled and 3,559,353 shares of Ohio common shares, $50 par
value, continued as such.
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Pursuant to the terms of the Merger, Ohio, as surviving corporation,
succeeded to, all of the rights, privileges, powers and franchises of both
River and Ohio, and also became subject to all of the restrictions,
disabilities, liabilities and duties of both constituent corporations.
The "past tense" opinions required by paragraph F(2) of the
instructions as to exhibits for Form U-1 are filed herewith as Exhibits A and
B.
CONSOLIDATED NATURAL GAS COMPANY
THE EAST OHIO GAS COMPANY
(for itself and as successor to
The River Gas Company)
By H. P. Payne, Jr., Their Attorney
Dated: July 8, 1994
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Exhibit A
July 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8387
Dear Sirs:
The following "past tense" opinion is rendered on behalf of Consolidated
Natural Gas Company ("Consolidated"), a Delaware corporation, in accordance
with the requirements of paragraph F(2) of the instructions as to exhibits to
Form U-1 of the Securities and Exchange Commission ("SEC") with respect to the
merger ("Merger") of The River Gas Company ("River"), a wholly-owned
subsidiary of Consolidated, into The East Ohio Gas Company ("Ohio"), another
wholly-owned subsidiary of Consolidated, the subject of the Application-
Declaration ("Application-Declaration") before the SEC at File No. 70-8387.
I have examined the Certificate of Incorporation and Bylaws of
Consolidated, the corporate minutes relating to the Merger, the Agreement and
Plan of Merger, the Application-Declaration, the SEC's order dated April 29,
1994 (HCAR No. 26038) permitting said Application-Declaration to become
effective, the opinion of counsel for Ohio respecting the Merger filed
herewith, the Rule 24 Certificate of Notification being filed concurrently
herewith, and such other documents and records deemed necessary or appropriate
in the circumstance and relating to the Merger.
Based on the aforesaid examination and relying therein, I am of the
opinion that:
(a) All state laws applicable to the transaction have been complied with;
(b) 45,500 shares of River common stock, $100 par value each, were
cancelled and 3,559,353 shares of Ohio common shares, $50 par value,
continued as such.
(c) The consummation of the proposed transaction did not violate the
legal rights of the holders of any securities issued by Consolidated
or by any associate company thereof; and
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(d) The transaction has been carried out in accordance with the
provisions of the Application-Declaration and the related order of
the SEC.
I hereby consent to the use of this opinion as an exhibit to the said
Certificate of Notification.
Very truly yours,
H. P. Payne, Jr.
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Exhibit B
July 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8387
Dear Sirs:
The following "past tense" opinion is rendered on behalf of The East Ohio
Gas Company ("Ohio"), an Ohio corporation, for itself and as successor to The
River Gas Company ("River"), a former West Virginia corporation, in accordance
with the requirements of paragraph F(2) of the instructions as to exhibits to
Form U-1 of the Securities and Exchange Commission ("SEC"). This opinion is
rendered with respect to the merger ("Merger") of River, a wholly-owned
subsidiary of Consolidated Natural Gas Company ("Consolidated"), into Ohio,
another wholly-owned subsidiary of Consolidated, the subject of the
Application-Declaration ("Application-Declaration") before the SEC at File No.
70-8387.
I have examined the Certificate of Incorporation and Bylaws of Ohio, the
corporate minutes relating to the Merger, the Agreement and Plan of Merger,
the Application-Declaration, the SEC's order dated April 29, 1994 (HCAR No.
26038) permitting said Application-Declaration to become effective, the
opinion of counsel for Consolidated respecting the Merger filed herewith, the
Rule 24 Certificate of Notification being filed concurrently herewith, and
such other documents and records deemed necessary or appropriate in the
circumstance and relating to the Merger.
Based in the aforesaid examination and relying thereon, I am of the
opinion that:
(a) All state laws applicable to the transaction have been complied
with;
(b) Ohio is validly organized and duly existing;
(c) The obligations of Ohio in open account advances made pursuant to
the authorization requested in the Application-Declaration are
and will be valid and binding obligations of Ohio in accordance
with their terms;
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(d) The consummation of the proposed transaction did not violate the
legal rights of the holders of any securities issued by Ohio or by
any associate company thereof.
(e) The transacation has been carried out in accordance with the
provisions of the Application-Declaration and the related order of
the SEC.
I hereby consent to the use of this opinion as an exhibit to the said
Certificate of Notification.
Very truly yours,
K. R. Long
General Counsel
