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File Number 70-8415
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 3
To
FORM U-1
APPLICATION-DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
and its subsidiary companies:
CNG COAL COMPANY CONSOLIDATED NATURAL GAS
CNG GAS SERVICES CORPORATION SERVICE COMPANY, INC.
CNG PRODUCING COMPANY CONSOLIDATED SYSTEM LNG COMPANY
and its subsidiary HOPE GAS, INC.
company CNG PIPELINE THE EAST OHIO GAS COMPANY
COMPANY THE PEOPLES NATURAL GAS COMPANY
CNG RESEARCH COMPANY THE RIVER GAS COMPANY
CNG STORAGE SERVICE COMPANY VIRGINIA NATURAL GAS, INC.
CNG TRANSMISSION CORPORATION WEST OHIO GAS COMPANY
Consolidated Natural Gas Company,
a registered holding company,
is the parent of the other parties.
Names and addresses of agents for service:
STEPHEN E. WILLIAMS, Senior Vice N. F. CHANDLER, General Attorney
President and General Counsel Consolidated Natural Gas Service
Consolidated Natural Gas Company Company, Inc.
CNG Research Company CNG Tower
Consolidated System LNG Company 625 Liberty Avenue
CNG Tower Pittsburgh, PA 15222-3199
625 Liberty Avenue
Pittsburgh, PA 15222-3199 CORY, MEREDITH, WITTER, ROUSH & CHENEY
Counsel for West Ohio Gas Company
H. E. BROWN, Vice President and P.O. Box 1217
General Counsel Lima, OH 45802-1217
CNG Transmission Corporation
CNG Storage Service Company W. P. BOSWELL, Vice President,
445 West Main Street Secretary and General Counsel
Clarksburg, WV 26301 The Peoples Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
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File Number 70-8415
Names and addresses of agents for service: (Continued)
D. M. JOHNS, JR., Secretary and K. R. LONG, Vice President
General Counsel and General Counsel
CNG Producing Company The East Ohio Gas Company
CNG Coal Company The River Gas Company
CNG Pipeline Company 1717 East Ninth Street
CNG Tower Cleveland, OH 44114-0759
1450 Poydras Street
New Orleans, LA 70112-6000 D. A. FICKENSCHER, Secretary
and General Counsel
J. A. CRITTENDEN, Secretary Virginia Natural Gas, Inc.
CNG Gas Services Corporation 5100 East Virginia Beach
One Park Ridge Center Boulevard
P. O. Box 15746 Norfolk, VA 23502-3488
Pittsburgh, PA 15244-0746
MARC HALBRITTER, Secretary and
General Counsel
Hope Gas, Inc.
P.O. Box 2868
Clarksburg, WV 26301-2868
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File Number 70-8415
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 3
To
FORM U-1
APPLICATION-DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company, et al., hereby amend their system
financing application-declaration under the above file number as follows:
Item 1. Description of Proposed Transaction
___________________________________
The following two sentences are inserted after the second sentence of
the paragraph under "G. Change in Par Value; Revise Stock Split":
"When an Ohio corporation files an amendment to its certificate
of incorporation to increase its authorized shares of capital
stock, it must pay a fee calculated on the basis of the increase
in the number of shares. Since WOG anticipates that it will need
to increase its authorized common stock capitalization to
implement its financing for the fiscal period covered by this
proceeding, it estimates that it will be able to save
approximately $13,000 in such fee as a result of the reverse stock
split."
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Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits are filed as a part of this statement:
F - Opinion of Counsel.
F-1 Opinion of Counsel for Consolidated.
F-2 Combined Opinion of Counsel for CNG Coal Company, CNG Gas
Services Corporation, CNG Producing Company, CNG Research
Company, CNG Storage Service Company, 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 and
CNG Pipeline Company
SIGNATURES
__________
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned companies have duly caused this amendment to be
signed on their behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
CNG COAL COMPANY
CNG GAS SERVICES CORPORATION
CNG PRODUCING COMPANY
CNG PIPELINE COMPANY
CNG RESEARCH COMPANY
CNG STORAGE SERVICE COMPANY
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
By N. F. Chandler
Their Attorney
Dated: June 8, 1994
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EXHIBIT F-1
June 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8415
Dear Sirs:
The following opinion is rendered in accordance with the requirements of
Exhibit F to Form U-1 of the Securities and Exchange Commission ("SEC") with
respect to the transactions proposed by Consolidated Natural Gas Company
("Consolidated"), a Delaware corporation, in the application-declaration at
SEC File No. 70-8415, as amended ("Application-Declaration").
I have examined the certificate of incorporation and bylaws of
Consolidated, the corporate minutes relating to the financing program of
Consolidated and its subsidiary companies for the period July 1, 1994 through
June 30, 1995, the Application-Declaration, the opinions of counsel for the
subsidiary companies respecting the transactions proposed by each such
subsidiary filed herewith, and such other documents as I have deemed necessary
for the purpose of rendering this opinion.
Based on such examination and relying thereon, I am of the opinion that
when the SEC shall have permitted the Application-Declaration to become
effective and all required state filings and approvals referenced in the
opinions of counsel for the subsidiary companies are obtained, all requisite
action will have been taken by Consolidated and its subsidiaries which are
parties to the Application-Declaration, except the actual carrying out
thereof.
In the event the proposed transactions are consummated in accordance with
the Application-Declaration, I am of the opinion that:
(a) All state laws applicable to the proposed transactions will have
been complied with;
(b) Consolidated is validly organized and duly existing;
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(c) The validity of the issuance of capital stock, interests in open
account advances, and long-term notes by the respective
subsidiaries of Consolidated which are parties to said
Application-Declaration is covered by the opinions of counsel for
such subsidiaries;
(d) (i) Consolidated will legally acquire the additional capital
stock, interests in open account advances and long-term notes
of its subsidiaries aforesaid, in accordance with the proposed
transaction;
(ii) The sale of commercial paper and short-term bank borrowings
(if the sale of commercial paper shall be impractical), for
general corporate purposes, including financing gas storage of
its subsidiaries, other working capital requirements and
construction until long-term financing is obtained, shall be
valid and binding obligations in accordance with their terms;
and
(e) The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by
Consolidated or by an associate company thereof.
I hereby consent to the use of this opinion in connection with the
Application-Declaration.
Very truly yours,
N. F. Chandler
Attorney
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EXHIBIT F-2
June 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8415
Dear Sirs:
The following individual undersigned counsels of subsidiary companies of
Consolidated Natural Gas Company hereby severally render their opinions in
accordance with the requirements of Exhibit F to Form U-1 of the Securities
and Exchange Commission ("SEC"). "Consolidated" as referred to in this
opinion means Consolidated Natural Gas Company except that in the opinion for
CNG Pipeline Company such term shall mean CNG Producing Company. "Company" as
referred to in this opinion, means with respect to each signatory counsel
hereto, only that company for which such counsel is acting. The text of the
opinion is as follows.
This opinion is rendered with respect to the transactions proposed by the
Company and for which authorization is sought in the application-declaration
at SEC File No. 70-8415 ("Application") filed pursuant to the Public Utility
Holding Company Act of 1935.
I have examined the certificate of incorporation ("Certificate of
Incorporation") and bylaws of the Company; the corporate minutes relating to
the financing program of Consolidated and its subsidiary companies
("Subsidiaries") for the period July 1, 1994 through June 30, 1995; the
Application and exhibits in connection with, among other things, the proposed
financing of such Subsidiaries by Consolidated in an aggregate amount not to
exceed $1,115,000,000 through the (i) issuance of capital stock of certain
Subsidiaries to Consolidated, (ii) short-term loan transactions among
Consolidated (lender only) and various Subsidiaries through the Consolidated
System Money Pool in the form of open account advances ("Open Account
Advances"), and (iii) long-term loan transactions among Consolidated (lender
only) and various Subsidiaries to be effected through letter agreements and
book entries. I have also examined such other documents, records, laws and
other matters as I deemed relevant and necessary for the purposes of this
opinion.
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Based on such examination and relying thereon, I am of the opinion that
when the SEC shall have permitted the Application to become effective and any
required state regulatory commission approval is obtained as indicated below,
all requisite action will have been taken by the Company to make valid the
transactions for which authorization is sought by it in the Application,
except the actual carrying out thereof.
In the event the proposed transactions are consummated in accordance with
the Application, I am of the opinion that;
(a) No state commission has jurisdiction of the proposed transactions
except as referenced below;
(b) All state laws applicable to the proposed transactions will have been
complied with;
(c) The Company is validly organized and duly existing;
(d) The Company's capital stock will be validly issued, fully paid and
nonassessable, and the holders thereof will be fully entitled to the
rights and privileges appertaining thereto set forth in the charter or
other document defining such rights and privileges, and Consolidated
will legally acquire such capital stock of the Company when such
capital stock is so issued and acquired in transactions described in
the Application with respect to:
(i) financing for general corporate purposes, or
(ii) a reverse stock split;
(e) The debt securities to be issued by the Company in transactions
described in the Application will be valid and binding obligations of
the Company in accordance with their terms; and Consolidated and, with
respect to Open Account Advances, other Subsidiaries will legally
acquire such debt securities of the Company;
(f) When an amendment changing the authorized shares of the Company's
common stock as permitted by the Application is duly adopted by the
stockholder of the Company and the Certificate of Incorporation has
been duly filed and recorded in the Company's state of incorporation,
then the Certificate of Incorporation will have been legally and
validly amended, and the holders of the Company's securities will be
entitled to the rights and privileges appertaining to thereto set forth
in the Certificate of Incorporation as so amended; and
(g) The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by the Company or
any associate company thereof.
I hereby consent to the use of this opinion in connection with said filing.
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The above opinion is rendered by each of the undersigned as to the
Subsidiary indicated immediately before their respective signatures, with
application, if any, concerning proposed security transactions under
paragraphs (d) and (e) thereof involving such respective Subsidiary being
individually noted.
As to CNG Coal Company:
Paragraphs (d)(i) and (e) above are applicable as to stock and debt
financing not exceeding an aggregate amount of $3,000,000.
D. M. Johns, Jr.
General Counsel
As to CNG Gas Services Corporation:
Paragraphs (d)(i) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $100,000,000.
J. A. Crittenden
Counsel
As to CNG Producing Company:
Paragraphs (d)(i) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $250,000,000.
D. M. Johns, Jr.
General Counsel
As to CNG Research Company:
Paragraphs (d)(i) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $1,000,000.
S. E. Williams
Counsel
As to CNG Transmission Corporation:
Paragraphs (d)(i) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $250,000,000.
H. E. Brown
General Counsel
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As to CNG Storage Service Company:
Paragraphs (d)(i) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $1,000,000.
H. E. Brown
General Counsel
As to Consolidated Natural Gas Service Company, Inc.:
Paragraphs (d)(i) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $15,000,000.
N. F. Chandler
General Attorney
As to Consolidated System LNG Company:
S. E. Williams
Counsel
As to Hope Gas, Inc.:
With respect to Paragraph (a) above, the Public Service Commission of
West Virginia has approval jurisdiction over the proposed transactions
involving the Company.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $25,000,000.
M. A. Halbritter
General Counsel
As to The East Ohio Gas Company:
With respect to Paragraph (a) above, the Public Utilities Commission of
Ohio has approval jurisdiction over the issuance by the Company of
long-term debt.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $250,000,000.
K. R. Long
General Counsel
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As to The Peoples Natural Gas Company:
With respect to Paragraph (a) above, the Pennsylvania Public Utility
Commission has approval jurisdiction over the issuance by the Company
of long-term debt.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $125,000,000.
W. P. Boswell
General Counsel
As to The River Gas Company:
With respect to Paragraph (a) above, the Public Utilities Commission of
Ohio has approval jurisdiction over the issuance by the Company of
long-term debt.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $10,000,000.
K. R. Long
General Counsel
As to Virginia Natural Gas, Inc.:
With respect to Paragraph (a) above, the Virginia State Corporation
Commission has approval jurisdiction over the proposed transactions
involving the Company.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $60,000,000.
D. A. Fickenscher
General Counsel
As to West Ohio Gas Company:
With respect to Paragraph (a) above, the Public Utilities Commission of
Ohio has approval jurisdiction over the issuance by the Company of
long-term debt.
Paragraph d(ii) is applicable to a reverse stock split.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $25,000,000.
D. J. Witter
Counsel
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As to CNG Pipeline Company:
Paragraph (d)(i) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $1,000,000.
D. M. Johns, Jr.
Counsel
