<PAGE> 1 File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other parties)
THE EAST OHIO GAS COMPANY
1717 East Ninth Street
Cleveland, Ohio 44114
THE RIVER GAS COMPANY
324 Fourth Street
Marietta, Ohio 45750
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President N. F. CHANDLER, General Attorney
and General Counsel Consolidated Natural Gas
Consolidated Natural Gas Company Service Company, Inc.
CNG Tower CNG Tower
625 Liberty Avenue 625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199 Pittsburgh, Pennsylvania 15222-3199
K. R. LONG, Vice President
and General Counsel
The East Ohio Gas Company
The River Gas Company
1717 East Ninth Street
Cleveland, Ohio 44114
<PAGE> 2 File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form U-1
APPLICATION-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 reasons 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.
PARTIES TO THE PROPOSED TRANSACTION
Consolidated Natural Gas Company ("Consolidated") is a public
utility holding company registered as such under the Public Utility Holding
Co. Act of 1935 ("Act"). It is engaged solely in the business of owning and
holding all of the outstanding securities of fifteen subsidiaries. These
subsidiary companies are primarily engaged in natural gas exploration,
production, purchasing, gathering, transmission, storage, distribution, by-
product operation, research and other activities related to the natural gas
business.
The East Ohio Gas Company ("EOG") was incorporated in Ohio in 1898, and
is a wholly-owned subsidiary of Consolidated. EOG is the largest local
distribution company ("LDC") in the Consolidated System, and serves over a
million customers in the northeastern region of Ohio, including such
communities as Cleveland, Akron, Youngstown, Canton, Warren and Ashtabula. In
1993, EOG delivered 282.0 billion cubic feet ("Bcf") of gas. As of December
31, 1993, EOG had 2,507 regular employees.
<PAGE> 3
The River Gas Company ("RGC") was incorporated in West Virginia in 1894,
and is also a wholly-owned LDC subsidiary of Consolidated. RGC serves
approximately 20,000 customers in the Marietta area in southeastern Ohio. In
1993, RGC delivered 6.2 Bcf of gas. As of December 31, 1993, RGC had 50
regular employees.
Pertinent data, in millions of dollars, concerning the utility operations
of Consolidated, EOG and RGC is summarized below.
Consolidated EOG RGC
____________ _____________ _____________
Net Utility Plant at
December 31, 1993 $ 2,755.4 $ 668.8 $ 13.7
Operating Revenues for
the year ended
December 31, 1993 $ 3,184.1 $ 1,064.4 $ 16.2
Net Income for the year
ended December 31, 1993 $ 205.9 $ 42.8 $ .8
PROPOSED MERGER OF RGC INTO EOG
Consolidated proposes to reorganize a portion of its system by merging
EOG and RGC for the reasons stated herein. To accomplish the merger, EOG and
RGC propose to enter into an Agreement and Plan of Merger ("Agreement"), a
draft copy of which is Exhibit B-1. Consolidated, as the sole shareholder of
both EOG and RGC, will consent to the Agreement (See Exhibits B-2 and B-3).
The Agreement will provide for the merger of RGC into EOG, with EOG being the
surviving corporation. At time of the merger, each issued and outstanding
share of RGC common stock, $100 par value each, will be cancelled and
extinguished, and each issued and outstanding share of EOG common stock, $50
par value each, will remain as one issued and outstanding share of EOG common
stock, $50 par value each.
<PAGE> 4
At December 31, 1993, EOG had authorized common stock of 4,500,000 shares
of $50 par value each, with 3,159,353 of such shares outstanding. At the same
date, RGC had authorized common stock of 70,000 shares of $100 par value each,
with 35,500 of such shares outstanding. Accordingly, after the merger and
assuming no other issuance of EOG common stock in the interim, there would
remain 3,159,353 shares of EOG common stock, $50 par value each, outstanding.
Under the terms of the proposed merger, EOG, as the surviving
corporation, shall succeed to and possess and enjoy all of the rights,
privileges, powers and franchises of both EOG and RGC. EOG shall also become
subject to all of the restrictions, disabilities, liabilities and duties of
both constituent corporations. Therefore, all promissory notes, and other
indebtedness of RGC will become obligations of EOG, and the capital and
retained earnings of RGC will be carried forward as capital and retained
earnings of EOG. All property and all debts due to either company shall be
vested in EOG under the proposed merger, and any and all rights of creditors
and all liens upon any property of RGC and EOG will be preserved unimpaired.
The RGC properties to which EOG will proceed as owner will be recorded on
EOG's books of account at the historical value of such properties as carried
on RGC's books.
Among the conditions precedent to consummation of the transactions
contemplated by the Agreement is that the Securities and Exchange Commission
shall have issued the necessary order or orders under the Act approving the
transactions contemplated herein which are subject to its jurisdiction.
<PAGE> 5
ADVANTAGES OF THE PROPOSED MERGER
The primary motivation for the proposed merger of RGC into EOG is the
industry-wide changes imposed by Order 636 of the Federal Energy Regulatory
Commission. These changes have moved many of the gas procurement and supply
management responsibilities formerly borne by interstate pipeline companies to
LDCs. Among the major implications of the Order 636-mandated unbundling are
the following;
* LDCs no longer have access to bundled no-notice sales service and,
thus, have to increase their supply procurement sophistication and
operate within much tighter balancing parameters in order to avoid
daily imbalance penalties imposed by pipelines.
* LDCs with poor load factors for interstate pipeline supplies will
pay higher average rates under the straight fixed-variable rate
design which shifts more of the pipelines' revenue recovery into
peak day demand charges.
RGC's system is typical of those LDCs that industry observers believe
will have the most difficulty coping with the supply management environment
mandated by Order 636. Specific supply issues faced by RGC include the
following:
* RGC's historical load factor usage on pipelines is quite poor due
to the large portion of its system supply needs met by local Ohio
production.
* The lack of proprietary storage constrains RGC's flexibility to
react to unanticipated swings in usage or supply, a situation that
is somewhat aggravated by the lower degree of flexibility inherent
in purchases of local production.
<PAGE> 6
* While adequate in pre-Order 636 supply procurements, RGC would have
to expand its resources in the area of supply procurement in order
to cope effectively with the daily balancing limitations,
operational flow orders, more complex contractual issues and other
aspects of the post-Order 636 supply environment.
* RGC does not actively dispatch its system, and thus is not capable
of extensively monitoring and controlling flows on a daily
basis -- an activity that is vital if imbalance penalties are to be
avoided or minimized.
The proposed merger is intended to address these issues by utilizing
EOG's supply procurement staffing and expertise, proprietary storage and gas
control capabilities directly for the benefit of RGC's system supply needs.
RGC's present customers will have the ability to directly and continuously
benefit from the extensive staffing in place at EOG that is solely devoted to
the acquisition and management of system supply volumes. EOG'S experience and
staffing in such areas as procurement of local production, interstate pipeline
transportation and exchange operations, construction and procurement of spot
and term supply portfolios and contract administration can be best applied to
RGC's present system supply needs as an integral part of EOG's operation. By
fully integrating RGC supply procurement activities into EOG's existing
structure, the increase in resources needed for that procurement effort can be
effectively met without the need for additional personnel at RGC.
In addition to the above staffing advantages, a merger of the two
companies will significantly increase the gas supply management flexibility
for volumes procured on behalf of RGC's current customers. Direct access to
EOG's storage capabilities without the limitations of a contractual
<PAGE> 7
relationship (which currently exists in the form of a storage contract between
EOG and RGC) will afford the balancing ability needed to better match RGC's
customer usage and available supply on a daily basis.
Under the daily transaction environment mandated by Order 636, LDCs with
passive gas dispatching capability will have to improve their gas control
capability and expertise in order to avoid the incurrence of penalties from
the interstate pipelines. Under merged operations, RGC's present system will
be dispatched by EOG's Gas Control area. This will avoid the unnecessary
development of another gas control function and capability at RGC, and will
facilitate the timely implementation of daily electronic gas measurement and
control technologies for its larger customer accounts.
In summary, the proposed merger is first and foremost a response to the
additional supply procurement and management complexities created by Order
636. As a result, the major changes resulting from EOG's and RGC's operations
will be in the area of gas supply procurement. Those changes will greatly
enhance the ability to render cost effective and reliable service to RGC's
current customers in the post-636 environment. Without such a combination,
RGC would be forced to procure and devote substantially more resources to its
supply management efforts. Ultimately those costs would be reflected in
higher rates for those customers in the form of a base rate increase to
collect those additional staffing costs or a higher Gas Cost Recovery rate
resulting from RGC's poorer interstate pipeline load factor and/or lessened
ability to avoid imbalance penalties or other gas costs associated with more
complex gas procurement practices.
<PAGE> 8
IMPACT ON RGC AND EOG OPERATIONS
At this point in time, no organizational changes are expected to take
place as a result of the merger. This is a function of several conditions, of
which the more important ones are the following:
* RGC's General Manager currently reports to the Vice President,
Operations, of EOG. There are no plans to change that reporting
relationship as a result of the merger. RGC's General Manager will
simply become the General Manager of an EOG operating division
based in Marietta, Ohio.
* RGC's senior management team (i.e., those above the position of
General Manager) is comprised of those individuals at EOG in the
identical senior management positions. Thus, while the listing of
directors and officers of RGC will cease to exist, those same
individuals will exercise their duties related to former RGC
operations in their capacity as officers of EOG.
* Virtually all of the staff functions related to work performed for
RGC in areas outside operations, credit and marketing have been,
and will continue to be, performed by EOG personnel. As a result,
there will be no impact on those individuals at RGC that have
historically contacted EOG personnel regarding specific services
rendered to RGC.
Under the current plans, RGC will essentially become an operating
division of East Ohio, much like those located in Cleveland, Akron, Canton and
Youngstown. Since the non-gas supply functions currently performed at RGC are
very similar to those performed at EOG divisions, no changes in general
functional activities are needed for RGC to make the transition from a
stand-alone corporation to an operating division of EOG.
<PAGE> 9
For the vast majority of employees at EOG, the merger with RGC will
impose no change whatsoever. Among the non-supply areas likely to feel some
impact are those involved in financial and regulatory reporting. Currently,
these areas are required to perform similar reporting tasks for both RGC and
EOG. Examples include reporting of income to the parent for consolidation,
development of income and balance sheet estimates and the preparation of
regulatory reports. Most of the areas affected by such reporting changes are
functionally located in the Controller, Treasurer and Rates areas of EOG.
When preparing reports on behalf of both companies, the responsible
individuals in those areas must take into consideration the need for
consistent reporting practices. As a result, report formats and data
references are typically prepared for one company and then, in essence,
re-used for the other.
The elimination of RGC would result in fewer filings with the Public
Utility Commission of Ohio and a reduction of time and expense required to
maintain RGC as a separate corporate entity. Further, the merger would reduce
the number of operating subsidiaries reporting to Consolidated by one, and
would result in simplification of the structure of the Consolidated system in
furtherance of one of the aims of the Act.
EOG ASSUMPTION OF RGC FINANCING
AUTHORIZED UNDER THE ACT
The Consolidated System financing for the period July 1, 1993 through
June 30, 1994 was authorized by Commission Order dated June 30, 1993, HCAR No.
25841 ("System Financing Order"), in the proceeding at File No. 70-8195. The
System Financing Order authorized Consolidated to provide up to an aggregate
<PAGE> 10
of $10,000,000 in financing to RGC through (i) open account advances, (ii) the
making of long-term loans, and (iii) the purchase of RGC common stock, $100
par value. Since July 1, 1993, Consolidated has under the System Financing
Order refinanced long-term loans to RGC in the amount of $1,125,000. As of
December 31, 1993, there were outstanding under the System Financing Order
$4,650,000 in open account advances to RGC. Request is hereby made for
Commission approval for EOG to assume the amount of RGC's unused financing
authorizations under the System Financing Order at the date of the proposed
merger.
AUTHORIZATIONS REQUESTED
The following authorizations are hereby requested:
1. For the merger to become effective as described herein and in the
Agreement on or before January 1, 1995.
2. For EOG, after the merger, to succeed to the remaining unused
financing authorizations of RGC under the System Financing Order, as
described herein.
3. For EOG, after the merger, to succeed to all other authorizations
granted by the Commission to RGC under the Act which should appropriately
survive as to EOG after the merger.
(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 declarant
or any affiliate of any such associate company.
None except as set forth in Item 1.(a) above.
<PAGE> 11
(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.
Inapplicable.
(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.
Inapplicable.
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.
There are set forth below the estimated fees and expenses expected to be
incurred by Consolidated, EOG and RGC in connection with the proposed
transaction.
Consolidated EOG RGC
____________ __________ __________
Securities and Exchange Commission
Filing Fee . . . . . . . . . . . . $ 2,000 $ - $ -
Service of Consolidated Natural Gas
Service Company, Inc. . . . . . . 4,000 2,000 2,000
Miscellaneous, including filing, and
recording fees, postage, travel,
telephone and other incidental
expenses . . . . . . . . . . . . . 1,000 9,000 4,000
_______ _______ _______
Total . . . . . . . . . . $ 7,000 $11,000 $ 6,000
======= ======= =======
<PAGE> 12
(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.
The charges of Service Company in connection with the preparation of this
Application-Declaration on Form U-1 and other related documents and papers
required to consummate the proposed transactions are not considered to be fees
or commissions.
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 9, 10(a) and 12(f) and Rules 43, 44 and 45 are believed to be
applicable to the acquisition by EOG of the properties and assets of RGC to be
merged into EOG.
Section 12 and Rules 42 and 45 are believed to be applicable to the
cancellation and extinguishing of the common stock of RGC.
Sections 6, 7 and 12(f) and Rule 43 might be deemed applicable to the
assumption of the obligations of RGC by EOG pursuant to the merger.
Rule 50 is not believed to be applicable to the issuance and sale of the
securities proposed herein, since the acquisition of such securities will in
each case have been approved by the Commission pursuant to Section 10 of the
Act.
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.
<PAGE> 13
(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
transaction, 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 or Federal commission (other than the Securities and
Exchange Commission) has jurisdiction over the proposed transaction.
(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.
Not applicable.
Item 5. Procedure
(a) State the date when Commission action is requested. If the date is
less then forty (40) days from the date of the original filing, set forth the
reasons for acceleration.
It is hereby requested that the Commission issue its order with respect
to the transactions proposed herein on or before May 31, 1994.
(b) State (i) whether there would 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 thirty (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
<PAGE> 14
proposed transaction. The Office of Public Utility Regulation 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 and financial statements are made a part of this
statement:
(a) Exhibits
A-1 Copy of Certificate of Incorporation, as amended,
of EOG.
A-2 By-laws, as last amended March 12, 1991, of EOG.
A-3 Copy of Certificate of Incorporation, as amended,
of RGC.
A-4 By-laws, as last amended March 12, 1991, of RGC.
B-1 Draft of Agreement and Plan of Merger between EOG and RGC.
B-2 Draft of Consent of Consolidated, as sole stockholder
of EOG, to the Agreement and Plan of Merger.
B-3 Draft of Consent of Consolidated, as sole stockholder
of RGC, to the Agreement and Plan of Merger.
F-1 Opinion of Counsel for Consolidated.
(To be filed by amendment)
F-2 Opinion of Counsel of EOG.
(To be filed by amendment)
F-3 Opinion of Counsel of RGC.
(To be filed by amendment)
O Proposed Notice pursuant to Rule 22(f).
(b) Financial Statements
(Index included in financial statements annexed hereto.)
<PAGE> 15
Item 7. Information as to Environmental Effects
(a) Describe briefly the environmental effects of the proposed
transactions in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act (42 U.S.C. 4312(2)(C)). If the response to
this term 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 purpose.
As more fully described in Item 1, the proposed transactions subject to
the jurisdiction of this Commission relate only to the purchase and sale
of securities 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.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Co. Act of
1935, the undersigned companies have duly caused this statement to be signed
on their respective behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By L. D. Johnson
Senior Vice President and
Chief Financial Officer
THE EAST OHIO GAS COMPANY
THE RIVER GAS COMPANY
By N. F. Chandler
Their Attorney
Date: March 15, 1994
<PAGE> 16
ITEM 6(b) - FINANCIAL STATEMENTS
As set forth in Item 1 herein, Consolidated Natural Gas Company
("Consolidated") proposes to reorganize a portion of its system by merging The
River Gas Company ("RGC"), a subsidiary, into The East Ohio Gas Company
("EOG"), also a subsidiary; the latter being the surviving corporation. It is
also proposed in Item 1 that, at the time of the merger, each issued and
outstanding share of RGC common stock will be cancelled and extinguished, and
there will be no change in the number of issued and outstanding shares of EOG.
Accordingly, at the time of the merger, the amount of RGC's capital stock will
become "Capital in excess of par value" of EOG, and the book value of RGC's
net assets will be melded into those of EOG. Consolidated will continue to be
the sole shareholder of EOG after the merger.
The effects of the proposed merger described in this Application-Declaration
are set forth in the following pro forma financial statements.
INDEX
- Page -
The East Ohio Gas Company and The River Gas Company:
Balance Sheets at December 31, 1993 1-2
Income Statements for the Year 1993 3
Statement of Pro Forma Adjusting Entries 4
<PAGE> 17
<TABLE>
ITEM 6(b), PAGE 1
BALANCE SHEETS
EOG AND RGC
THE EAST OHIO GAS COMPANY
AND
THE RIVER GAS COMPANY
BALANCE SHEETS AT DECEMBER 31, 1993
(In thousands of dollars)
ASSETS
<CAPTION>
Per Books Pro Forma Pro
_____________________ Entries Forma
EOG RGC (Page 4) EOG
__________ ________ __________ __________
<S> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant $1,158,178 $ 23,849 $1,182,027
Accumulated depreciation and amortization (489,339) (10,132) (499,471)
__________ ________ _______ __________
Net gas utility and other plant 668,839 13,717 - 682,556
__________ ________ _______ __________
CURRENT ASSETS
Cash 8,320 298 8,618
Accounts receivable
Customers 189,001 3,117 192,118
Other 80,071 1,433 81,504
Allowance for doubtful accounts (2,020) (20) (2,040)
Receivables from affiliated companies -
consolidated 461 - (2)$ (325) 136
Inventories, at cost
Gas stored - current portion (LIFO method) 72,426 2,197 74,623
Construction and operating materials
and supplies (average cost method) 13,088 164 13,252
Deferred income taxes - current portion 8,480 103 8,583
Prepayments and other current assets 67,282 1,185 68,467
__________ ________ _______ __________
Total current assets 437,109 8,477 (325) 445,261
__________ ________ _______ __________
DEFERRED CHARGES 159,138 2,429 - 161,567
__________ ________ _______ __________
Total assets $1,265,086 $ 24,623 $ (325) $1,289,384
========== ======== ======= ==========
( ) denotes negative amount.
</TABLE>
<PAGE> 18
<TABLE>
ITEM 6(b), PAGE 2
BALANCE SHEETS
EOG AND RGC
THE EAST OHIO GAS COMPANY
AND
THE RIVER GAS COMPANY
BALANCE SHEETS AT DECEMBER 31, 1993
(In thousands of dollars)
STOCKHOLDER'S EQUITY AND LIABILITIES
<CAPTION>
Per Books Pro Forma Pro
_____________________ Entries Forma
EOG RGC (Page 4) EOG
__________ ________ __________ ____________
CAPITALIZATION
Common stockholder's equity
Capital stock
At 12/31/93 Pro
__________________ Forma
EOG RGC EOG
_________ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Par value per share $50 $100 $50
Authorized shares 4,500,000 50,000 4,500,000
Issued shares 3,159,353 35,500 3,159,353 $ 157,968 $ 3,550 (1)$(3,550) $ 157,968
Capital in excess of par value - - (1) 3,550 3,550
Retained earnings 199,166 2,975 202,141
__________ ________ _______ __________
Total common stockholder's equity 357,134 6,525 - 363,659
Long-term notes payable to Parent Company -
consolidated 189,597 3,025 192,622
__________ ________ _______ __________
Total capitalization 546,731 9,550 - 556,281
__________ ________ _______ __________
CURRENT LIABILITIES
Accounts payable 113,281 1,860 115,141
Estimated rate refunds 12,737 113 12,850
Payables to affiliated companies - consolidated 274,966 6,390 (2) (325) 281,031
Taxes accrued 58,220 1,201 59,421
Unrecovered gas costs (net) 16,759 262 17,021
Other accruals and current liabilities 19,377 317 19,694
__________ ________ _______ __________
Total current liabilities 495,340 10,143 (325) 505,158
__________ ________ _______ __________
DEFERRED CREDITS
Deferred income taxes 146,268 3,396 149,664
Accumulated deferred investment tax credits 16,619 541 17,160
Other deferred credits and noncurrent liabilities 60,128 993 61,121
__________ ________ _______ __________
Total deferred credits 223,015 4,930 - 227,945
__________ ________ _______ __________
COMMITMENTS AND CONTINGENCIES
__________ ________ _______ __________
Total stockholder's equity and
liabilities $1,265,086 $ 24,623 $ (325) $1,289,384
========== ======== ======= ==========
( ) denotes negative amount.
</TABLE>
<PAGE> 19
<TABLE>
ITEM 6(b), PAGE 3
INCOME STATEMENTS
EOG AND RGC
THE EAST OHIO GAS COMPANY
AND
THE RIVER GAS COMPANY
INCOME STATEMENTS FOR THE YEAR 1993
(In thousands of dollars)
<CAPTION>
Per Books Pro Forma Pro
________________________ Entries Forma
EOG RGC (Page 4) EOG
__________ _______ ___________ __________
<S> <C> <C> <C> <C>
OPERATING REVENUES
Gas sales
Residential and commercial $ 962,067 $14,319 $ 976,386
Industrial 43,149 468 43,617
__________ _______ _______ __________
Total gas sales 1,005,216 14,787 - 1,020,003
Other operating revenues 59,190 1,439 (3)$ (527) 60,102
__________ _______ _______ __________
Total operating revenues 1,064,406 16,226 (527) 1,080,105
__________ _______ _______ __________
OPERATING EXPENSES
Purchased gas 677,213 8,759 (3) (527) 685,445
Operation expense 176,382 3,314 179,696
Maintenance 24,437 402 24,839
Depreciation and amortization 29,230 743 29,973
Taxes, other than income taxes 84,900 1,498 86,398
__________ _______ _______ __________
Subtotal 992,162 14,716 (527) 1,006,351
__________ _______ _______ __________
Operating income before
income taxes 72,244 1,510 - 73,754
Income taxes - estimated 18,550 399 18,949
__________ _______ _______ __________
Operating income 53,694 1,111 - 54,805
__________ _______ _______ __________
OTHER INCOME
Interest revenues 1,918 14 1,932
Other (net) 1,085 7 1,092
__________ _______ _______ __________
Total other income 3,003 21 - 3,024
__________ _______ _______ __________
Income before interest charges 56,697 1,132 - 57,829
__________ _______ _______ __________
INTEREST CHARGES
Interest on long-term debt 13,299 214 13,513
Other interest expense 2,005 62 2,067
Allowance for borrowed funds used during
construction (credit) (72) - (72)
__________ _______ _______ __________
Total interest charges 15,232 276 - 15,508
__________ _______ _______ __________
Income before cumulative effect of change
in accounting principle 41,465 856 - 42,321
Cumulative effect prior to January 1, 1993,
of applying SFAS No. 109 1,370 (33) 1,337
__________ _______ _______ __________
NET INCOME $ 42,835 $ 823 $ - $ 43,658
========== ======= ======= ==========
( ) denotes negative amount.
</TABLE>
<PAGE> 20
ITEM 6(b), PAGE 4
STATEMENT OF
PRO FORMA ADJUSTING
ENTRIES
STATEMENT OF PRO FORMA ADJUSTING ENTRIES
THE EAST OHIO GAS COMPANY
AND
THE RIVER GAS COMPANY
BALANCE SHEET
(1) To recognize the cancellation of RGC's capital stock and to reflect the
aggregate par value thereof as "Capital in excess of par value" for
EOG.
Debit Credit
__________ __________
Capital stock $3,550,000
Capital in excess of par value $3,550,000
(2) To eliminate amounts due EOG from RGC.
Debit Credit
__________ __________
Payables to affiliated companies -
consolidated $ 325,000
Receivables from affiliated
companies - consolidated $ 325,000
INCOME STATEMENT
(3) To eliminate intercompany revenues received by EOG from RGC.
Debit Credit
__________ __________
Other operating revenues $ 527,000
Purchased gas $ 527,000
<PAGE> 1
Exhibit A-1
THE EAST OHIO GAS COMPANY
ARTICLES OF INCORPORATION AS AMENDED
THIS AGREEMENT, made and entered into this 8th day of
February, A.D., 1910, by and between THE EAST OHIO GAS COMPANY, a
corporation organized under the laws of the State of Ohio, party
of the first part, THE CLEVELAND GAS LIGHT AND COKE COMPANY, a
corporation organized under the laws of the State of Ohio, party
of the second part, and THE PEOPLE'S GAS LIGHT COMPANY, a
corporation organized under the laws of the State of Ohio, party
of the third part, and the Directors respectively of said
Companies:
W I T N E S S E T H:
_____________________________
WHEREAS, said The East Ohio Gas Company is organized for
the purposes, among others, of the transportation, manufacture,
distribution, sale and delivery of natural and artificial gas,
with all the powers conferred by the laws of said State of Ohio
upon corporations organized for such purposes, and is established
and doing business at the City of Cleveland, a municipality, and
engaged, among other things, in transporting to and supplying said
City and its inhabitants with natural gas: and
WHEREAS, said The Cleveland Gas Light and Coke Company is
organized for the purposes, among others, of manufacturing,
distributing and selling artificial gas, having all the powers
conferred by the laws of said State of Ohio upon
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corporations organized for such purposes, and is established and
doing business at said City of Cleveland, and engaged, among other
things, in manufacturing and supplying to the said city and its
inhabitants artificial gas: and
WHEREAS, said The People's Gas Light Company is organized
for the purposes, among other things, of manufacturing,
distributing and selling artificial gas, having all the powers
conferred by the laws of said State of Ohio upon corporations
organized for such purposes, and is established and doing business
at said City of Cleveland, and engaged, among other things, in
manufacturing and supplying the said city and its inhabitants with
artificial gas: and
WHEREAS, it is to the mutual advantage of said companies
and their stockholders that they be consolidated into a single
corporation, under one management, and their properties operated
as one entire property, such operation being for the advantage and
benefit of the stockholders of said companies and for the
convenience and accommodation of the public; and the directors of
said companies have proposed, by and with the assent, approval and
ratification of the stockholders of each of said companies, to be
had in due form of law at meetings to be regularly called and held
for that purpose, to unite and consolidate said companies into one
corporation:
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<PAGE> 3
NOW THEREFORE, the parties hereto, in conformity with the
statute in such cases made and provided, and upon assent and
ratification of the stockholders of said companies to be had at
meetings as hereinbefore set forth, do hereby agree with each
other to, and do hereby, consolidate the said companies into a
single corporation, with all and singular the powers, rights,
privileges and franchises of each of said constituent companies,
parties hereto, upon the terms and conditions, and said
consolidation shall be carried into effect in manner following, to
wit:
1. The name of the consolidated corporation shall be and
is THE EAST OHIO GAS COMPANY.
2. The officers of said consolidated corporation shall
consist of a President, Vice President, Second Vice President,
Third Vice President, Secretary, Treasurer and General Manager,
and such other offices as the Board of Directors of said Company
nay, from time to time, prescribe. The President and Vice
President shall be members of the Board of Directors. The offices
of President and General Manager may be held by the same person.
The offices of Secretary and Treasurer may be held by the same
person.
3. The Board of Directors of said consolidated
corporation shall be seven in number, and the names and places of
residence of the directors of the consolidated corporation who
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<PAGE> 4
are to hold office until their successors are elected by the
stockholders of the consolidated corporation at the time and place
appointed by the stockholders of the constituent companies at the
meetings called to take this agreement into consideration pursuant
to Section 3383 and 2485-A of the Revised Statutes of the State of
Ohio, which time and place for the election of such successors is
hereby fixed for the 18th day of March, 1910, at ten o'clock A.M.,
at the Company's office in the City of Cleveland, are as follows:
NAMES RESIDENCE
_____ __________
Caleb E. Gowen Cleveland, Ohio
Martin B. Daly Cleveland, Ohio
Sheldon H. Tolles Cleveland, Ohio
Hoyt V. Shulters Mentor, Ohio
Alfred C. Bedford New York, New York
John W. R. Crawford New York, New York
Frank B. Enslow Huntington, West Virginia
4. The names and residences of the officers of the
consolidated corporation who shall remain in office until their
successors are elected by the Board of Directors to be elected at
the time and place appointed as provided in the last preceding
section hereof, and until their successors so elected are
qualified, are as follows:
NAMES RESIDENCE
_____ _________
President Martin B. Daly Cleveland, Ohio
Vice President A. C. Bedford New York, New York
2nd Vice President J. W. R. Crawford New York, New York
3rd Vice President Chas. H. Peardalee Cleveland, Ohio
Treasurer H. V. Shulters Mentor, Ohio
Secretary H. V. Shulters Mentor, Ohio
General Manager Martin B. Daly Cleveland, Ohio
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<PAGE> 5
5. The principal office of the consolidated corporation
shall be in the City of Cleveland, County of Cuyahoga, and State
of Ohio.
6. The authorized capital stock of the consolidated
corporation shall be One Hundred Fifty Million Dollars divided
into Four Million Five Hundred Thousand shares of the par value of
Fifty Dollars each.
7. In exchange for the outstanding capital stock of the
constituent company, The East Ohio Gas Company, said consolidated
corporation shall issue Seventy-five Thousand (75,000) shares of
its preferred stock and Seventy-five Thousand (75,000) shares of
its common stock, which, together with Eleven Million Two Hundred
and Fifty Thousand Dollars ($ll,250,000.00), face value, of the
mortgage bonds hereinafter provided for, shall be delivered, as
hereinafter provided, to the stockholders of the constituent
company The East Ohio Gas Company.
In exchange for the outstanding capital stock of The
Cleveland Gas Light and Coke Company, said consolidated
corporation shall issue Twenty Thousand Eight Hundred and
Thirty-three (20,833) shares of its preferred stock, and Twenty
Thousand Eight Hundred and Thirty-three (20,833) shares of its
common stock, which, together with Three Million One Hundred and
Twenty- five Thousand ($3,125,000.00), face value, of such
mortgage bonds,
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<PAGE> 6
shall be delivered, as hereinafter provided, to the stockholders
of said The Cleveland Gas Light and Coke Company.
In exchange for the outstanding capital stock of The
People's Gas Light Company, said consolidated Corporation shall
issue Four Thousand One Hundred and Sixty-seven (4,167) shares of
its preferred stock, and Four Thousand One Hundred and Sixty-seven
(4,167) shares of its common which together with Six Hundred and
Twenty-five Thousand Dollars ($625,000.00), face value of said
bonds, shall be delivered, as hereinafter provided, to the
stockholders of The People's Gas Light Company.
The bonds so to be delivered to the stockholders of the
constituent companies shall have attached thereto coupons for
interest from July 1st, 1909, or the amount of any such coupons
that may have matured shall be paid in lieu thereof, as
hereinafter provided.
8. In order to provide the bonds required to carry out
this agreement, the Board of Directors of the consolidated
corporation, The East Ohio Gas Company, is hereby authorized and
required to take such steps as may be necessary to authorize and
procure the issuance, on behalf of said consolidated corporation,
and in its corporate name of an issue of Twenty-five Million
Dollars ($25,000,000.00) of bonds, to be secured by a first
mortgage or deed of trust upon all its property and franchises.
Said bonds shall be dated the first day of July, 1909, and shall
be due and payable thirty (30) years thereafter. They shall bear
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<PAGE> 7
interest at the rate of five per centum per annum, payable
semi-annually, and both principal and interest shall be payable in
gold coin of the United States or equal to the present standard of
weight and fineness.
Said Board of Directors is hereby given full power, for
and on behalf of said consolidated corporation, to determine the
denomination of said bonds, the form of the same, and of the
mortgage or deed or trust securing the same, which may contain
such provisions as to redemption, sinking fund, release of
property, and otherwise, as in its judgment may seem proper. Of
said authorized issue, Fifteen Million Dollars ($15,000,000.00) in
face value shall be at once issued, certified and delivered, for
the purposes of this agreement as hereinafter provided, leaving
authorized but not issued Ten Million Dollars ($10,000,000.00) in
face value, which may be issued, certified and disposed of from
time to time, for the benefit of the Company, in such manner as
shall be determined by its Board of Directors. Said mortgage
shall provide that bonds shall not be issued thereunder to an
amount exceeding Twenty Million Dollars ($20,000,000.00), par
value, until the amount of the capital stock of the Company
authorized and issued has been increased, unless at the time of
such issue the laws of Ohio permit the issue of bonds to an amount
in excess of the amount of capital stock authorized and issued;
and that, unless the laws of Ohio so permit, no bonds in excess of
Twenty Million Dollars ($20,000,000.00), par value shall be issued
under said mortgage, if the amount thereof, together with the
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<PAGE> 8
amount of the bonds previously issued thereunder, exceed the
capital stock of the Company then authorized and issued.
9. Each of said constituent companies severally agrees
that its property, upon the consolidation herein provided for,
will be free and clear from any incumbrance, lien, or charge, of
any kind whatsoever, and that upon such consolidation it will not
have any indebtedness or liabilities other than for current
operating expenses, customers' deposits, and indebtedness for
betterments, improvements, additions or extensions to its plant,
made or acquired since July 1st, 1909. The consolidation herein
provided for is based, likewise, on the agreement of each of the
constituent companies that all property, franchises, cash on hand,
or other assets owned by it on the 1st day of July, 1909, remain
intact, subject to such changes of form as may have occurred in
the ordinary operations of the Company, and will vest in the
consolidated corporation: that it had no indebtedness or
liabilities on July 1st, 1909, other than for customers' deposits,
and current indebtedness for June operating expenses, supplies and
construction: and that all of its net earnings subsequent to June
30th, 1909, remain in the treasury of the Company, except so far
as expended for betterments, improvements, additions or extensions
to the plant of such company, made or acquired subsequent to said
date, so that upon the completion of the consolidation the
consolidated corporation shall be vested with and own all said
properties, franchises, assets, betterments, improvements,
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<PAGE> 9
additions and extensions, and all of such earnings except as
aforesaid.
10. To facilitate the exchanges herein provided, The
Cleveland Trust Company, of Cleveland, Ohio, is hereby appointed
transfer agent. The consolidated corporation shall, upon the
issuance of the stock and bonds herein provided to be exchanged
for the capital stock of said constituent companies, deliver the
same to The Cleveland Trust Company (together with the amount of
any interest payable in respect of said bonds) for distribution
among the persons entitled thereto, upon presentation and
surrender of their respective certificates of stock in such
constituent companies, properly endorsed in blank, subject,
however, to the payment by any owner of such certificate of stock
of his proportionate share of any amount payable in respect of the
company in which he was a stockholder, as disclosed by the
certificate provided for in Section 1l hereof, before any bonds or
interest thereon, to which he is entitled hereunder, shall be
delivered or paid to him.
In lieu of any fraction of a share of stock, there shall
be issued a receipt of the consolidated corporation transferable
only on its books by the registered holder thereof, entitling such
holder to receive a full share of stock upon the surrender of such
receipt, together with other receipts aggregating receipts for a
full share of stock, and in lieu of any fractional part of a
$1,000 bond which any stockholder might otherwise be entitled to
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<PAGE> 10
receive under the provisions hereof, there shall be issued a
receipt of the consolidated corporation, transferable only on its
books by the registered holder thereof, entitling such holder to
receive a $1,000 bond upon the surrender of such receipt together
with other receipts aggregating receipts for a full $1,000 bond.
The bonds to be issued and delivered to The Cleveland
Trust Company as aforesaid, shall be coupon bonds, transferable by
delivery, and The Cleveland Trust Company shall be, and hereby is,
authorized, until payment of the amount of the pro rata charge
upon the bonds to which any stockholder in the constituent
companies is entitled, to receive and collect the interest from
July 1st, 1909, upon such bonds, and to apply such interest in
payment of the amount of such pro rata charge. All amounts so
retained and applied by the Trust Company, and all amounts paid by
stockholders in constituent companies on account of the charge
upon the bonds to which they are entitled, shall be paid by The
Cleveland Trust Company to the consolidated corporation.
11. It is agreed that upon the execution hereof, an
examination and audit of the books of each of said constituent
companies shall be made by Price, Waterhouse & Co., chartered
accountants, or such other auditors as may be appointed by the
Board of Directors of the consolidated corporation, who shall,
upon such audit and examination, certify to the consolidated
corporation and to said The Cleveland Trust Company in respect to
each of the three constituent companies, to wit, The East Ohio Gas
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<PAGE> 11
Company, The Cleveland Gas Light & Coke Company, and The People's
Gas Light Company:
Whether said company had at the time of the consolidation
all of the assets and earnings which in Section 9 hereof it agrees
to have at such time, and has in all other respects fulfilled its
agreements as set out in said Section, and if said Company in any
respect has failed to fulfill any of its agreements as set out in
Section 9, the amount by which the value of the net assets of the
consolidated corporation is lessened by reason of such failure.
If any such certificate discloses that the net assets of
the consolidated corporation are lessened by reason of the failure
on the part of a constituent company to fulfill any of its
agreements, as set out in Section 9 hereof, said The Cleveland
Trust Company is hereby authorized and required to charge the
amount as stated in said certificate by which the net assets of
the consolidated corporation are lessened, pro rata against the
bonds deliverable to the stockholders of such constituent company,
and to require payment by each stockholder of such company of the
amount of the pro rata charge against the bonds deliverable to
him, together with interest on said amount at the rate of six per
cent per annum from the date of the consolidation, before delivery
of the bonds to which he is entitled, or payment over to him of
the amount of any interest upon such bonds.
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<PAGE> 12
Until the payment, with interest, of the amount of any
such pro rata charge against the bonds deliverable to any
stockholder of a constituent company, such bonds shall be held by
The Cleveland Trust Company, subject to a lien in favor of the
consolidated corporation for such amount and interest.
l2. All the affairs, property and business of the said
consolidated corporation shall be under the control of the Board
of Directors of the corporation, which shall have full power in
the management and control of its business subject to the laws of
the State of Ohio.
13. The East Ohio Gas Company, party of the first part,
The Cleveland Gas Light and Coke Company, party of the second
part, and The People's Gas Light Company, party of the third part,
hereby respectively grant, convey and set over unto the
consolidated corporation, The East Ohio Gas Company, all of their
respective rights, franchises and property, of every description
whatsoever, whether held in their own corporate names or in trust
for them, and hereby respectively transfer to the consolidated
corporation, The East Ohio Gas Company, all of their respective
books, papers, furniture, and assets of every desciption, it being
specifically understood and agreed that when this consolidated
agreement shall have been assented to and ratified by the
stockholder of each of said companies in accordance with law, this
agreement shall constitute a conveyance to the consolidated
corporation, The East Ohio Gas Company, of all the rights,
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property, privileges, franchises, books, equities, papers, choses
in action, and assets of every description whatsoever, of the
constituent companies signing this agreement.
IN WITNESSETH WHEREOF, The East Ohio Gas Company, The
Cleveland Gas Light & Coke Company, The People's Gas Light
Company, and the directors of each of said companies as well,
parties hereto, have caused these presents to be signed by said
directors, and by the President and Secretary of each of said
companies, and have caused their respective corporate seals to be
hereunto affixed, the day and year first above written.
<PAGE> 1
Exhibit A-2
REGULATIONS
___________
OF
__
THE EAST OHIO GAS COMPANY
_________________________
ARTICLE I
__________
SHAREHOLDERS' MEETING
_____________________
Section 1. Annual Meeting
__________ ______________
The annual meeting of shareholders shall be held at 10:00
o'clock A.M., on the Wednesday following the fourth Tuesday in
April in each year, if not a legal holiday, and if a legal
holiday, then on the next day not a legal holiday, for the
election of Directors and the consideration of reports to be laid
before such meeting. Upon due notice, there may also be considered
and acted upon at an annual meeting any matter which could
properly be considered and acted upon at a special meeting, in
which case and for which purpose the annual meeting shall also be
considered as, and shall be, a special meeting called for that
purpose.
Section 2. Special Meetings
__________ ________________
Special meetings of shareholders may be called by the Chairman
of the Board or the President or a Vice President, or by the
Directors by action at a meeting, or by a majority of the
Directors acting without a meeting, or by the person or persons
who hold not less than twenty-five percent of all shares
outstanding and entitled to be voted on any proposal to be
submitted at said meeting.
Section 3. Place of Meetings
__________ _________________
Any meeting of shareholders may be held either at the
principal office of the Corporation or at such other place within
or without the State of Ohio as may be designated in the notice of
said meeting.
Section 4. Notice of Meetings - Waiver of Notice
__________ _____________________________________
Not more than sixty days nor less than seven days before the
date fixed for a meeting of shareholders, whether annual or
special, written notice of the time, place and purposes of such
meeting shall be given by or at the direction of the President, a
<PAGE> 2
Vice President, the Secretary or an Assistant Secretary. Such
notice shall be given either by personal delivery or by mail to
each shareholder of record entitled to notice of such meeting. If
such notice is mailed, it shall be addressed to the shareholders
at their respective addresses as they appear on the records of the
Corporation, and notice shall be deemed to have been given on the
day so mailed. Notice of adjournment of a meeting need not be
given if the time and place to which it is adjourned are fixed and
announced at such meeting.
Such notice may be waived in writing, either before or after
the holding of such meeting, by any shareholder, which writing
shall be filed with or entered upon the records of the meeting.
The attendance of any shareholder at any such meeting without
protesting, prior to or at the commencement of the meeting, the
lack of proper notice shall be deemed to be a waiver by him of
notice of such meeting.
Section 5. Shareholders Entitled to Notice and to Vote
__________ ___________________________________________
If a record date shall not be fixed pursuant to statutory
authority, the record date for the determination of shareholders
who are entitled to notice of, or who are entitled to vote at, a
meeting of shareholders, shall be the close of business on the
date next preceding the day on which notice is given, or the close
of business on the date next preceding the day on which the
meeting is held, as the case may be.
Section 6. Organization of Meeting - List of Shareholders
__________ ______________________________________________
The Chairman of any meeting of shareholders shall call the
meeting to order and the Secretary of the meeting shall report to
the meeting the number of shares outstanding and entitled to vote
thereat, the shares represented at the meeting and whether or not
a quorum exists. No inspectors of election shall be required and
the Secretary of the meeting shall, as may be necessary, determine
the authenticity, validity, and effect of proxies, receive votes,
ballots, consents, waivers, or releases, count and tabulate all
votes, consents, waivers, and releases, determine and announce the
result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders.
At any meeting of shareholders, an alphabetically arranged
list, or classified lists, of the shareholders of record as of the
applicable record date who are entitled to vote, showing their
respective addresses and the number and classes of shares held by
each, shall be produced on the request of any shareholder.
Section 7. Quorum
__________ ______
To constitute a quorum at any meeting of shareholders, there
shall be present in person or by proxy shareholders of record
<PAGE> 3
entitled to exercise not less than a majority of the voting power
of the Corporation in respect of any one of the purposes for which
the meeting is called.
The shareholders present in person or by proxy, whether or not
a quorum be present, may adjourn the meeting from time to time.
Section 8. Voting
__________ ______
In all cases, except where otherwise by statute or the
Articles or the Regulations provided, a majority of the votes cast
shall control.
Cumulative voting in the election of Directors shall be
permitted as provided by the statute.
Section 9. Proxies
__________ _______
A person who is entitled to attend a shareholders' meeting to
vote thereat, or to execute consents, waivers, or releases, may be
presented at such meeting or vote thereat, and execute consents,
waivers, and releases, and exercise any of his other rights, by
proxy or proxies appointed by a writing signed by such shareholder
as provided by statute.
Section 10. Reports to Shareholders
___________ _______________________
At the annual meeting, or the meeting held in lieu thereof,
the officers of the Corporation shall lay before the shareholders
a financial statement as required by statute.
Section 1l. Action Without a Meeting
___________ ________________________
Any action which may be authorized or taken at a meeting of
the shareholders may be authorized or taken without a meeting in a
writing or writings signed by all of the shareholders who would be
entitled to notice of a meeting for such purpose, which writing or
writings shall be filed with or entered upon the records of the
Corporation.
ARTICLE II
__________
DIRECTORS
__________
Section 1. Number, Election and Term of Office
__________ ___________________________________
The number of Directors shall be nine.
<PAGE> 4
The Directors shall be elected at the annual meeting of
shareholders, or if not so elected, at a special meeting of
shareholders called for that purpose, and each Director shall hold
office until the date fixed by these Regulations for the next
succeeding annual meeting of shareholders and until his successor
is elected, or until his earlier resignation, removal from office,
or death; provided that the term of office of a Director who is an
employee of the Corporation shall end at the same date upon which
he retires from active employment by the Corporation. At any
meeting of shareholders at which Directors are to be elected only
persons nominated as candidates shall be eligible for election.
Whenever a vacancy exists in the authorized number of
Directors, the remaining Directors, though less than a majority of
the whole authorized number of Directors, may by the vote of the
majority of their number fill any such vacancy in the Board of the
unexpired term.
Section 2. Meetings
__________ ________
Regular meetings of the Directors shall be held immediately
after the annual meeting of shareholders and at such other times
and places as may be fixed by the Directors, and such meetings may
be held without further notice.
Special meetings of the Directors may be called by the
Chairman of the Board or by the President or by a Vice President
or by the Secretary of the Corporation, or by not less than
one-third of the Directors. Notice of the time and place of a
special meeting shall be served upon or telephoned to each
Director at least twenty-four hours, or mailed, telegraphed or
cabled to each Director at least forty-eight hours, prior to the
time of the meeting. Such notice may be waived in writing, either
before or after the holding of such meeting, by any Director,
which writing shall be filed with or entered upon the records of
the meeting. The attendance of any Director at any such meeting
without protesting, prior to or at the commencement of the
meeting, the lack of proper notice shall be deemed to be a waiver
by him of notice of such meeting.
Section 3. Quorum
__________ ______
A majority of the number of Directors then in office shall be
necessary to constitute a quorum for the transaction of business,
but if at any meeting of the Directors there shall be less than a
quorum present, a majority of those present may adjourn the
meeting from time to time without notice other than announcement
at the meeting until a quorum shall attend.
Section 4. Action With a Meeting
__________ _____________________
Any action which may be authorized or taken at a meeting of
the Directors may be authorized or taken without a meeting in a
writing or writings signed by all the Directors, which writing or
<PAGE> 5
writings shall be filed or entered upon the records of the
Corporation.
Section 5. Committees
__________ __________
The Directors may from time to time create a committee or
committees of Directors to act in the intervals between meetings
of the Directors and may delegate to such committee or committees
any of the authority of the Directors other than that of filling
vacancies among the Directors or in any committee of the
Directors. No committee shall consist of less than three
Directors. The Directors may appoint one or more Directors as
alternate members of any such committee, who may take the place of
any absent member or members at any meeting of such committee.
In particular, the Directors may create and define the powers
and duties of an Executive Committee. Except as above provided
and except to the extent that its powers are limited by the
Directors, the Executive Committee during the intervals between
meetings of the Directors shall possess and may exercise, subject
to the control and direction of the Directors, all of the powers
of the Directors in the Management and control of the business of
the Corporation, regardless of whether such powers are
specifically conferred by these Regulations. All action taken by
the Executive Committee shall be reported to the Directors at
their first meeting thereafter.
Unless otherwise ordered by the Directors, a majority of the
members of any committee appointed by the Directors pursuant to
this section shall constitute a quorum at any meeting thereof, and
the act of a majority of the members present at a meeting at which
a quorum is present shall be the act of such committee. Action may
be taken by any such committee without a meeting by a writing or
writings signed by all of its members. Any such committee shall
prescribe its own rules for calling and holding meetings and its
method of procedure, subject to any rules prescribed by the
Directors, and shall keep a written record of all action taken by
it.
ARTICLE III
___________
OFFICERS
________
Section 1. Officers
__________ ________
The Corporation may have a Chairman of the Board and shall
have a President (both of whom shall be Directors), a Secretary
and a Treasurer. The Corporation may also have a Senior Vice
President, an Executive Vice President, a Vice President and
General Manager, and one or more other Vice Presidents and such
other officers and assistant officers as the Directors may deem
necessary. All of the officers and assistant officers shall be
elected by the Directors.
<PAGE> 6
Section 2. Chairman of the Board
__________ _____________________
The Chairman of the Board shall be in general charge of the
business of the Corporation and shall have the duty to see that
all orders and resolutions of the Board are carried into effect.
He shall preside at all meetings of the stockholders and directors
and shall perform such other duties as the Regulations or the
Board of Directors shall prescribe.
Section 3. The President
__________ _____________
The President shall have active direction of the affairs of
the Corporation subject to the Chairman of the Board and the Board
of Directors. In the absence of disability of the Chairman
of the Board, the President shall preside at meetings of the
stockholders and the directors and exercise the powers and duties
of the Chairman of the Board.
Section 4. The Senior Vice President
__________ __________________________
The Senior Vice President shall be consulted upon and shall
advise concerning all administrative and operative matters. He
shall also have such other and further duties as may be assigned
to him by the President or by the Board of Directors.
Section 5. The Executive Vice President
__________ ____________________________
The Executive Vice President shall have charge of all
administrative matters of the Company and such other duties as may
be assigned by the President or the Board of Directors. In the
absence of the President, he shall be the chief executive officer
of the Company.
Section 6. The Vice President and General Manager
__________ ______________________________________
The Vice president and General Manager shall have complete
charge of all operations and construction work of the Company and
such other duties as may be assigned to him by the President or
the Board of Directors.
Section 7. Other Vice Presidents
__________ _____________________
Other Vice Presidents shall have such duties and powers as may
be assigned to them by the Directors or by the Executive Committee
or by the President.
<PAGE> 7
Section 8. The Secretary
__________ _____________
The Secretary shall issue notices of all meetings for which
notice is required to be given, shall keep the minutes of all
meetings of the shareholders and of the Directors, and shall have
charge of the corporate seal and corporate record books, and shall
have such other duties and powers as may be assigned to him by the
Directors or by the Executive Committee or by the President.
Section 9. The Treasurer
__________ _____________
The Treasurer shall have the custody of all moneys and
securities of the Corporation and shall keep adequate and correct
accounts of the Corporation's business transactions, including
accounts of its assets, liabilities, receipts, disbursements,
gains, losses, stated capital and shares, and shall prepare and
lay before the shareholders' meetings the financial statement
referred to in Section lO of Article I hereof. The funds of the
Corporation shall be deposited in the name of the Corporation by
the Treasurer in such depositaries as may be designated from time
to time by or under the authority of the Directors. The Treasurer
shall have such other duties and powers as may be assigned to him
by the Directors or by the Executive Committee or by the
President.
Section 10. The Controller and Assistant Controller
___________ _______________________________________
The Controller shall act as the principal accounting officer
of the corporation and shall maintain adequate records of all
assets, liabilities and transactions in books belonging to the
Corporation and shall render to the Chairman of the Board the
President, and Directors, statements of accounts whenever
requested. He shall perform such other duties as the Board of
Directors shall prescribe.
If required by the Board of Directors, the Controller shall
give the corporation a bond (which shall be renewed every six
years) in such sums and with such surety and sureties as shall be
satisfactory to the Board for the faithful performance of the
duties of his office and for the restoration to the corporation,
in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging
to the corporation.
The Assistant Controllers, in the order designated by the
Board, shall, in the absence or disability of the Controller,
perform the duties and exercise the powers of the Controller.
<PAGE> 8
Section 11. Other Officers
___________ ______________
Other officers of the Corporation shall have such duties and
powers as may be assigned to them by the Directors or by the
Executive Committee or by the President.
Section 12. Delegation of Duties
___________ ____________________
The Directors may for any reason that may seem sufficient to
them, and effective for such length of time, which may be
unlimited, as the Directors may determine, delegate any or all of
the duties and powers of any officer of the Corporation to any
other person.
ARTICLE IV
__________
INDEMNIFICATION AND INSURANCE
_____________________________
Section 1. Indemnification
__________ _______________
(a) Each person who at any time is, or shall have been a
director or officer of the Corporation, or serves or has served as
a director, officer, fiduciary or other representative of another
company, partnership, joint venture, trust, association or other
enterprise (including any employee benefit plan), where such
service was specifically requested by the Corporation in
accordance with subsection (d) below, or the established
guidelines for participation in outside positions (such service
hereinafter being referred to as "Outside Service"), and is
threatened to be or is made a party to any threatened, pending, or
completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by
reason of the fact that he is, or was, a director or officer of
the Corporation or a director, officer, fiduciary or other
representative of such other enterprise, shall be indemnified
against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement ("Loss") actually and reasonably
incurred by him in connection with any such Proceeding to the full
extent permitted under the General Corporation Law of the State of
Ohio, as the same exists or may hereafter be amended, (but, in the
case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights
than said Law permitted the Corporation to provide prior to such
amendment). The Corporation shall indemnify any person seeking
indemnity in connection with any Proceeding (or part thereof)
initiated by such person only if such Proceeding (or part thereof)
initiated by such person was authorized by the Board of Directors
of the Corporation. With respect to any Loss arising from Outside
Service, the Corporation shall provide such indemnification only
<PAGE> 9
if and to the extent that (i) such other company, partnership,
joint venture, trust, association or enterprise is not legally
permitted or financially able to provide such indemnification, and
(ii) such loss is not paid pursuant to any insurance policy other
than any insurance policy maintained by the Corporation.
(b) The right to be indemnified pursuant hereto shall include
the right to be paid by the Corporation for expenses, including
attorney's fees, incurred in defending any such Proceeding in
advance of its final disposition; provided, however, that the
payment of such expenses in advance of the final disposition of
such Proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director,
officer, fiduciary or other representative, in which such
director, officer, fiduciary or other representative agrees to
repay all amounts so advanced if it should be determined
ultimately that such director, officer, fiduciary or other
representative is not entitled to be indemnified under applicable
law and includes such other undertakings as may be required under
applicable law.
(c) The right to be indemnified or to the reimbursement or
advancement of expenses pursuant hereto shall in no way be
exclusive of any other rights of indemnification or advancement to
which any such director or officer, fiduciary or other
representative may be entitled, under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, fiduciary or
other representative and shall inure to the benefit of the heirs,
executors and administrators of such person.
(d) Any person who is serving or has served as a director,
officer or fiduciary or (i) another corporation of which a
majority of the shares entitled to vote in the election of its
directors is held by the Corporation at the time of such service,
or (ii) any employee benefit plan of the Corporation or of any
corporation referred to in subsection (d)(i), shall be deemed to
be doing or have done so at the request of the Corporation.
Section 2. Liability Insurance
__________ ___________________
The Company may purchase and maintain insurance on behalf of
any person who is or was a Director, officer, employee or
designated agent of the Company or is or was serving at the
request of the Company as a Director, officer, employee or
designated agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Company would have
the power to indemnify him against such liability under the
<PAGE> 10
provisions of this Article or of Chapter 1701 of the Ohio Revised
Code.
ARTICLE V
_________
MISCELLANEOUS
_____________
Section 1. Transfer and Registration of Certificates
__________ _________________________________________
The Directors shall have authority to make such rules and
regulations as they deem expedient concerning the issuance,
transfer and registration of certificates for shares and the
shares represented thereby and may appoint transfer agents and
registrars thereof.
Section 2. Substituted Certificates
__________ ________________________
Any person claiming a certificate for shares to have been
lost, stolen or destroyed shall make an affidavit or affirmation
of that fact, shall give the Corporation and its registrar or
registrars and its transfer agent or agents a bond of indemnity
satisfactory to the Directors or to the Executive Committee or
such officers, shall advertise the same in such manner as may be
required, whereupon a new certificate may be executed and
delivered of the same tenor and for the same number of shares as
the one alleged to have been lost, stolen or destroyed.
Section 3. Voting Upon Shares Held by the Corporation
__________ __________________________________________
Unless otherwise ordered by the Directors, the President in
person or by proxy or proxies appointed by him shall have full
power and authority on behalf of the Corporation to vote, act and
consent with respect to any shares issued by other corporations
which the Corporation may own.
Section 4. Corporate Seal
__________ ______________
The seal of the Corporation shall be circular in form with the
words "The East Ohio Gas Company 1910" stamped thereon.
Section 5. Fiscal Year
__________ ___________
The fiscal year of the Corporation shall be the calendar year.
<PAGE> 11
Section 6. Articles to Govern
__________ __________________
In case any provision of these Regulations shall be
inconsistent with the Articles, the Articles shall govern.
Section 7. Amendments
__________ __________
These Regulations may be amended by the affirmative vote or
the written consent of the shareholders of record entitled to
exercise a majority of the voting power on such proposal,
provided, however, that if an amendment is adopted by written
consent without a meeting of the shareholders, the Secretary shall
mail a copy of such amendment to each shareholder of record who
would have been entitled to vote thereon and did not participate
in the adoption thereof.
<PAGE> 1
Exhibit A-3
CERTIFICATE OF INCORPORATION
I, W. E. Chilton, Secretary of State of the State of West
Virginia hereby certify that an agreement, duly acknowledged and
accompanied by the proper affidavits, has been this day delivered to
me, which agreement is in the words and figures following:
The undersigned agree to become a corporation by the name of
"The River Gas Company," for the purpose of producing,
purchasing and acquiring natural gas, and piping and
transporting the same from place of places where the same is
produced, purchased or acquired, to the towns of St. Marys,
Eureka and Williamstown, in the State of West Virginia, and
to the City of Marietta and Villages of Harmar and Newport
in the State of Ohio, and to other cities, towns, villages
and places within the States of West Virginia and Ohio, and
there to sell and supply said gas to consumers and to lay
and maintain all lines of pipe and street pipes and mains
necessary for said purpose, and to take, purchase, acquire
and hold all such lands and leases for oil and gas purposes,
and such other real and personal property as may be
necessary or convenient of the purpose of producing,
transporting, selling and supplying natural gas.
The principal office and place of business of the corporation
shall be in the City of Marietta, Washington County, Ohio, and said
corporation is to continue perpetually unless sooner dissolved by
law. And for the purpose of forming the said corporation, we have
subscribed the sum of Ten thousand Dollars, and desire the privilege
of increasing the said capital by the sale of additional shares from
time to time, to Seven Million ($7,000,000) Dollars, in all.
THE CAPITAL so subscribed is divided into shares of the par
value of One hundred ($100) Dollars each, which are held by the
undersigned respectively, as follows, that is to say:
Name Residence No. of shares
_____ _________ _____________
By C. N. Payne Titusville, Pennsylvania 20
By Joseph Seep Titusville, Pennsylvania 20
By B. Strong Oil City, Pennsylvania 20
By Wade Hampton, Jr. Oil City, Pennsylvania 20
By H. McSweeney Oil City, Pennsylvania 20
___
Total 100
<PAGE> 2
And the capital to be hereafter sold is to be divided into shares of
the like amount.
Given under our hands this 24th day of April, A.D. 1894.
C. N. Payne,
Joseph Seep,
E. Strong,
Wade Hampton, Jr.
H. McSweeney,
WHEREFORE, The corporators named in the said agreement and who
have signed the same, and their successors and assigns, are hereby
declared to be from this date until the twenty-fourth day of April
nineteen hundred and forty four, a corporation by the name and for
the purposes set forth in said agreement.
Given under my hand and the Great Seal of the said State at the
G.S. city of Charleston this second day of May eighteen hundred and
ninety four.
___________________________________
W. E. Chilton
Secretary of State
STATE OF WEST VIRGINIA
Office of Secretary of State
I, W. E. Chilton, Secretary of State of the State of West
Virginia, hereby certify that the foregoing and annexed writing is a
true and correct copy of the Certificate of Incorporation of The
River Gas Company, a corporation created, formed and organized under
the laws of this State, as appears from the Record of Corporations
in my said office.
Given under my hand and the Great Seal of the said State at the
City of Charleston, this 2nd day of May, 1894.
W. E. Chilton
___________________________________
Secretary of State
<PAGE> 1
Exhibit A-4
THE RIVER GAS COMPANY
BYLAWS
1. OFFICES OF THE CORPORATION
_______ __ ___ ___________
1.01 The principal office of the corporation shall be
in the City of Marietta, County of Washington, State of Ohio.
1.01 The corporation may also have offices at such
other places as the board of directors may from time to time
determine or the business of the corporation may require.
2. ANNUAL MEETING OF STOCKHOLDERS
______ _______ __ ____________
2.01 Annual meetings of stockholders shall be held at
the principal office of the corporation or at such other place as
the board may designate.
2.02 Annual meetings of stockholders, commencing with
the year 1979, shall be held at 8:15 a.m., on the Wednesday
following the fourth Tuesday in April in each year if that day is
not a legal holiday, and if a legal holiday, then on the next day
following. At each annual meeting the stockholders shall elect by
a plurality vote a board of directors and transact such other
business that may properly be brought before the meeting.
2.03 Written notice of the place, day and hour of the
annual meeting shall be mailed to each stockholder entitled to
vote, at the address of the stockholder appearing on the records
of the corporation, not less than ten nor more than fifty days
prior to the meeting. The notice shall be mailed by the secretary
or by any other person the board may so designate.
3. SPECIAL MEETINGS OF STOCKHOLDERS
_______ ________ __ ____________
3.01 Special meetings of stockholders for any purpose
or purposes may be held at the time and place that shall be stated
in the notice of the meeting or in a duly executed waiver of
notice.
3.02 Special meetings of stockholders may be called by
the board, the chairman of the board, or the president and
secretary, or the holders of not less than ten per cent of all the
shares entitled to vote at such meetings, unless otherwise
prescribed by statute or by the charter.
3.03 Written notice of the place, day, hour and purpose
of each special meeting of stockholders shall be mailed to each
stockholder entitled to vote, at the address of the
stockholder appearing on the books of the corporation, not less
than ten nor
<PAGE> 2
more than fifty days prior to the meeting. The notice shall be
mailed by the chairman of the board, the president, the board, or
the stockholders calling the meeting, or by the secretary or some
other person at the direction of the chairman of the board, the
president, the board, or such stockholders.
3.04 The business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.
4. QUORUM AND VOTING MEETINGS
______ ___ ______ ________
4.01 The holders of a majority of the stock issued and
outstanding and entitled to vote, present in person or represented
by proxy, shall constitute a quorum at all meetings of
stockholders for the transaction of business, except as otherwise
provided by statute or the charter or these bylaws. If, however,
such quorum shall not be present or represented at any meeting of
stockholders, the stockholders entitled to vote, present in person
or represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such
adjourned meeting, at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
4.02 When a quorum is Present at any meeting, the vote
of the holders of a majority of the stock having voting power,
present in person or represented by proxy, shall decide any
question brought before such meeting, unless the question is one
upon which a different vote is required by express provision of a
statute or the charter or these bylaws, in which case such express
provision shall control the decision of such question.
4.03 At any meeting of stockholders every stockholder
having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such
stockholder or authorized agent and bearing a date not more than
eleven months prior to said meeting, unless such instrument
provides for a longer period. Each stockholder shall have one
vote for each share of stock having voting power and registered in
the stockholder's name on the books of the corporation. Except
where a date shall have been fixed as a record date for the
determination of stockholders entitled to vote at any meeting, no
share of stock which shall have been transferred on the books of
the corporation within ten days next preceding such meeting shall
be voted.
4.04 In all elections of directors each stockholder may
cast one vote for each share of stock having voting power owned by
such stockholder for as many persons as there are directors to be
elected, or such stockholder may cumulate such votes and give one
candidate as many votes as the number of directors to be elected
multiplied by the number of such shares of stock, or such votes
<PAGE> 3
may be distributed on the same principle among as many candidates
for director as such stockholder may desire.
4.05 The person presiding at any meeting of
stockholders may appoint one or more inspectors to determine the
vote on any question or any election of directors.
5. THE BOARD DIRECTORS
___ _____ _________
5.01 The number of directors which shall constitute the
whole board shall be four.
5.02 Except as otherwise provided herein, the directors
shall be elected at the annual meeting of stockholders, and each
director shall hold office until the next annual meeting and his
successor shall be elected and qualified.
5.03 Newly created directorships resulting from an
increase in the number of directors constituting the whole board
and all vacancies occurring in the membership of the board may be
filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum. A director elected to fill a
newly created directorship shall hold office until the next
election of directors and his successor shall be elected and
qualified. A director elected to fill a vacancy shall hold office
for the unexpired term of his predecessor in office.
5.04 The business of the corporation shall be managed
by the board which may exercise all of the powers of the
corporation except those that are by statute or the charter or
these bylaws conferred upon or reserved to the stockholders.
6. MEETINGS OF THE BOARD
________ __ ___ _____
6.01 Meetings of the board may be held at such times
and places that the board may from time to time designate by
resolution, or any such meeting may be held at the time and place
which shall be stated in the notice thereof as herein provided.
6.02 All meetings of the board shall be called by the
chairman of the board or by the president, or by any two directors
on one-day's notice of the time and place thereof which shall be
given by the secretary or assistant secretary to each director by
mail, telephone, or personally.
6.03 Notice of the time, place, or purpose of any
meeting of the board may be dispensed with if every director shall
attend in person, or if every absent director shall, in writing,
filed with the records of the meeting either before or after the
holding thereof, waive such notice.
6.04 The notice or waiver of notice of a meeting of the
board need not specify the purpose thereof.
<PAGE> 4
6.05 The majority of directors shall constitute a
quorum for the transaction of business, unless otherwise required
by statute or the charter or these bylaws. The act of a majority
of the directors at any meeting at which a quorum is present shall
be the act of the board, unless otherwise required by statute or
the charter or these bylaws.
6.06 If a quorum shall not be present at a meeting of
the board, the directors present may adjourn the meeting from time
to time, without notice other than announcement at the meeting,
until a quorum shall be present.
7. THE COMMITTEES OF DIRECTORS
___ __________ __ _________
7.01 The board may, by resolution or resolutions
adopted by a majority of the whole board, designate one or more
committees. Each committee shall consist of two or more of the
directors which, to the extent provided in the resolution or
resolutions, shall have and may exercise the powers of the board
in the management of the business affairs of the corporation. Each
committee shall have such name and duties that may be determined
from time to time by resolution adopted by the board.
7.02 The committees shall keep regular minutes of their
proceedings and report the same to the board when required.
8. NOTICES
_______
8.01 Whenever any notice required by statute or the
charter or these bylaws must be given to a stockholder or a
director or an officer, other than notices elsewhere herein
provided for, such notice may be given in writing and mailed to
such person at the address appearing on the books of the
corporation; and such notice shall be deemed to be given at the
time the same is deposited in the United States mail. Any such
notice to a director or officer may given by telephone or telegram
in lieu of mailing.
8.02 A waiver of the notice provided for in Section
8.01, signed either before or after the time stated in the notice
by the person entitled thereto, shall be deemed equivalent to
giving such notice.
9. ACTION BY STOCKHOLDERS AND DIRECTORS WITHOUT MEETING
______ __ ____________ ___ _________ _______ _______
9.01 Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with
any corporate action, the meeting and vote of stockholders may be
dispensed with if all the stockholders who would have been
entitled to vote upon the action, if such meeting were held, shall
agree in writing to such corporate action being taken.
<PAGE> 5
9.02 Whenever the vote of directors at a meeting
thereof is required or permitted to be taken in connection with
any corporate action, the meeting and vote of directors may be
dispensed with if all the directors agree in writing to such
corporate action being taken.
10. THE OFFICERS
___ ________
10.01 The officers of the corporation shall be elected by
the board and they shall be a chairman of the board, a president,
a vice president, a secretary, a treasurer, and such other
officers as the board and the organization of the corporation may
require. The president shall be chosen from among the directors.
10.02 The board may appoint such officials of the
corporation as the board may deem expedient or necessary.
10.03 The board shall elect the officers and appoint the
officials of the corporation at the board's first meeting after
the annual meeting of stockholders.
10.04 The same person may hold two offices except those of
president and secretary.
10.05 The board may at any time, by affirmative vote of a
majority of the board, create and fill new offices, fill vacancies
in existing offices, or vacate and discontinue offices then
existing.
10.06 The officers and officials of the corporation shall
hold their offices until their respective successors are elected
or appointed.
11. THE CHAIRMAN OF THE BOARD
___ ________ __ ___ _____
11.01 The chairman of the board shall preside at all
meetings of the stockholders and the directors, and shall see that
all orders and resolutions of the board are carried into effect.
11.02 The chairman of the board shall execute deeds,
mortgages, deeds of trust, bonds, and other instruments, except
where required or permitted by law to be otherwise executed and
except where the execution thereof shall be expressly delegated by
the board to some other officer or official of the corporation.
12. THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
___ _________ ___ _____ _________ _______
(President)
___________
12.01 The President shall be the chief executive officer and
the chief operating officer of the corporation, and shall, in
cooperation with the chairman of the board, see that all orders
and resolutions of the board are carried into effect.
<PAGE> 6
12.02 The President shall execute deeds, mortgages, deeds of
trust, bonds, and other instruments, except where required or
permitted by law to be otherwise executed and except where the
execution thereof shall be expressly delegated by the board to
some other officer or official of the corporation.
13. THE VICE PRESIDENTS
___ ____ __________
13.01 In the absence of the president, a vice president or
other officer selected by the board shall perform the duties and
exercise the powers of the president. Each vice president shall
perform such other duties as the board or president shall
prescribe.
14. THE SECRETARY AND ASSISTANT SECRETARIES
___ ___ _________ ___ _________ ___________
14.01 The secretary shall attend all meetings of the board
and all meetings of the stockholders, shall record the proceedings
of the meetings in a book kept for that purpose, and shall perform
like duties for committees of directors when required. The
secretary shall perform such other duties as may be prescribed by
the board.
14.02 The secretary shall have custody of the seal of the
corporation. The secretary, an assistant secretary, the
treasurer, or an assistant treasurer shall have authority to affix
the seal to any instrument requiring it and when so affixed, the
seal may be attested by the signature of the secretary, assistant
secretary, treasurer or assistant treasurer.
14.03 The assistant secretaries, in the order determined by
the board, shall, in the absence of the secretary, perform the
duties and exercise the powers of the secretary. Any assistant
secretary shall perform such other duties and have such other
powers as the board may prescribe.
15. THE TREASURER AND ASSISTANT TREASURERS
___ ___ _________ ___ _________ __________
15.01 The treasurer shall have the custody of the
corporation's funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging
to the corporation. He shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation
in such depositories as may be designated by the board.
15.02 The treasurer shall disburse the funds of the
corporation taking proper vouchers for such disbursements, and
shall render to the chairman of the board, the president and
directors, whenever they may require it, accounts of all his
transactions as treasurer and of the financial condition of the
corporation.
<PAGE> 7
15.03 If required by the board, the treasurer shall give the
corporation a bond, in such sum and with such surety as shall be
satisfactory to the board, for the faithful performance of the
duties of his office and for the restoration to the corporation,
in case of his death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money, and other property
of whatever kind in his possession or under his control and
belonging to the corporation.
15.04 The assistant treasurers, in the order determined by
the board, shall, in the absence of the treasurer, perform the
duties and exercise the powers of the treasurer. Any assistant
treasurer shall perform such other duties and have such other
powers as the board may prescribe.
16. INDEMNIFICATION
_______________
16.01 Each person who at any time is, or shall have been a
director or officer of the Corporation, or serves or has served as
a director, officer, fiduciary or other representative of another
company, partnership, joint venture, trust, association or other
enterprise (including any employee benefit plan), where such
service was specifically requested by the Corporation in
accordance with section 16.04 below, or the established guidelines
for participation in outside positions (such service hereinafter
being referred to as "Outside Service"), and is threatened to be
or is made a party to any threatened, pending or completed claim,
action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding"), by reason of the
fact that he is, or was, a director or officer of the Corporation
or a director, officer, fiduciary or other representative of such
other enterprise, shall be indemnified against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement
("Loss") actually and reasonably incurred by him in connection
with any such Proceeding to the full extent permitted under the
Business and Nonprofit Corporation Law of the State of West
Virginia, as the same exists or may hereafter be amended, (but, in
the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader
indemnification rights than said Law permitted the Corporation to
provide prior to such amendment). The Corporation shall indemnify
any person seeking indemnity in connection with any Proceeding (or
part thereof) initiated by such person only if such Proceeding (or
part thereof) initiated by such person was authorized by the Board
of Directors of the Corporation. With respect to any Loss arising
from Outside Service, the Corporation shall provide such
indemnification only if and to the extent that (i) such other
company, partnership, joint venture, trust, association or
enterprise is not legally permitted or financially able to provide
such indemnification, and (ii) such Loss is not paid pursuant to
any insurance policy other than any insurance policy maintained by
the Corporation.
<PAGE> 8
16.02 The right to be indemnified pursuant hereto shall
include the right to be paid by the Corporation for expenses,
including attorney's fees, incurred in defending any such
Proceeding in advance of its final disposition; provided, however,
that the payment of such expenses in advance of the final
disposition of such Proceeding shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such
director, officer, fiduciary or other representative, in which
such director, officer, fiduciary or other representative agrees
to repay all amounts so advanced if it should be determined
ultimately that such director, officer, fiduciary or other
representative is not entitled to be indemnified under applicable
law.
16.03 The right to be indemnified or to the reimbursement or
advancement of expenses pursuant hereto shall in no way be
exclusive of any other rights of indemnification or advancement to
which any such director or officer, fiduciary or other
representative may be entitled, under any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise both as to
action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, fiduciary or
other representative and shall inure to the benefit of the heirs,
executors and administrators of such person.
16.04 Any person who is serving or has served as a director,
officer or fiduciary of (i) another corporation of which a
majority of the shares entitled to vote in the election of its
directors is held by the Corporation at the time of such service,
or (ii) any employee benefit plan of the Corporation or of any
corporation referred to in section 16.04(i), shall be deemed to be
doing or have done so at the request of the Corporation.
16.05 The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership,
joint partnership, joint venture, trust, or other enterprise
against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him
against such liability under the provisions of this article.
17. CERTIFICATES OF STOCK
____________ __ _____
17.01 The shares of the corporation shall be represented by
numbered certificates, and they shall be entered on the books of
the corporation as they are issued. Each certificate shall exhibit
the holder's name and the number of shares and shall be signed by
the president or a vice president and the secretary or assistant
secretary. The seal of the corporation or a facsimile thereof may
be affixed to each certificate.
<PAGE> 9
17.02 The signatures of the officers of the corporation upon
a certificate of stock may be facsimiles.
17.03 In the event an officer who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate shall have been
issued, the certificate may be issued with the same effect as if
he were such officer at the date of the certificate's issue.
18. TRANSFERS OF STOCK
_________ __ _____
18.01 Upon surrender to the corporation or the transfer
agent of a certificate of stock, duly endorsed or accompanied by
sufficient evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled
thereto. The old certificate shall be canceled, and the
transaction shall be recorded on the books of the corporation.
19. LOST OR DESTROYED CERTIFICATES
____ __ _________ ____________
19.01 The board may direct a new certificate to be issued in
place of any certificate theretofore issued by the corporation and
alleged to have been lost or destroyed. Upon authorizing such
issue of a new certificate, the board may prescribe such terms and
conditions as it deems expedient to protect the corporation.
20. RECORD DATES
______ _____
20.01 For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders, or to
consider agreement upon any proposed action without a meeting, or
to receive payment of any dividend or the allotment of rights, or
to consider any other action, the board may fix in advance a date
as the record date for any such determination of stockholders.
Such date shall not be more than fifty nor less than ten days
before the date of any meeting nor more than fifty days prior to
any other proposed action. When such determination of
stockholders shall have been made as provided in this section,
such determination shall apply to any adjournment of a meeting,
unless the board fixes a new record date for the adjourned
meeting.
21. REGISTERED STOCKHOLDERS
__________ ____________
21.01 The corporation shall be entitled to treat the holder
of record of any share of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other
person, whether or not the corporation shall have express or other
notice thereof, except as otherwise provided by the laws of West
Virginia.
<PAGE> 10
22. DIVIDENDS
_________
22.01 Dividends upon the capital stock of the corporation,
subject to the provisions of the charter, may be declared by the
board at any meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock, subject to
the provisions of the charter and the applicable laws.
23. ANNUAL STATEMENT
______ _________
23.01 The president shall annually prepare a full and true
statement of the affairs of the corporation, which shall be
submitted at the annual meeting and filed within twenty days
thereafter at the principal office of the corporation where it
shall, during the usual business hours, be open for inspection by
any stockholder.
24. CHECKS
______
24.01 All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such
other person or persons as the board may from time to time
designate.
25. FISCAL YEAR
______ ____
25.01 The fiscal year shall be the calendar year.
26. SEAL
____
26.01 The corporate seal shall have inscribed thereon the
name of the corporation and such other words and symbols as the
board may by resolution determine. The seal may be used by
causing it or a facsimile thereof to be impressed, affixed, or
reproduced.
27. EMERGENCY BY LAWS
_________ __ ____
27.01 The board may adopt emergency bylaws, subject to
repeal or change by action of the stockholders, which shall be
operative during any emergency resulting from an attack on the
United States of America or any nuclear or atomic disaster. The
emergency bylaws may make any provision that may be practical or
necessary for the circumstances of the emergency and in conformity
with the laws of West Virginia.
<PAGE> 11
27.02 To the extent not inconsistent with the emergency
bylaws so adopted, these bylaws shall remain in effect during any
such emergency and upon its termination the emergency bylaws shall
cease to be operative.
28. AMENDMENTS
__________
28.01 These bylaws may be altered, amended or repealed by
the stockholders or by the board. Any amendment to these bylaws
made by the board may be altered or repealed by the stockholders.
<PAGE> 1
Exhibit B-1
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER is dated as of
_______________, 1994 (this "Agreement") between THE RIVER GAS
COMPANY, a West Virginia corporation ("RGC"), and THE EAST OHIO
GAS COMPANY, an Ohio corporation ("EOG") are hereinafter
sometimes collectively referred to as the "Constituent
Corporations".
WITNESSETH:
A. RGC is authorized to have Outstanding 70,000
shares of common stock, par value $100 per share ("RGC common
Stock"), 35,500 shares of which are issued and Outstanding as of
the date hereof.
B. EOG is authorized to have outstanding 4,500,000
shares Of Common Stock, par value $50 per share ("EOG Common
Stock"), 3,159,353 shares of which are issued and outstanding as
of the date hereof.
C. Consolidated Natural Gas Company, a Delaware
corporation ("CNG") and a public utility holding company
registered under the Public Utility Holding Company Act of 1935
("Holding Company Act"), owns all Of the issued and outstanding
RGC Common Stock and all of the issued and Outstanding EOG Common
Stock.
D. CNG and the respective Boards of Directors of the
Constituent Corporations have deemed it advisable for the mutual
benefit of the constituent Corporations that RGC be merged with
and into EOG (the "Merger").
<PAGE> 2
E. This agreement has been authorized, approved and
adopted by CNG and the respective Boards of Directors of the
Constituent Corporations.
F. The Merger is permitted pursuant to Section
1701.78 the Ohio Revised Code and Section 31-1-38 of the West
Virginia code.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein and for the purpose of
prescribing the terms of the Merger, the mode of carrying the
same into effect, the manner of extinguishing the shares of RGC
Common Stock and such other details and provisions as are deemed
necessary or advisable, the Constituent Corporations hereby agree
as follows:
ARTICLE I
EFFECTIVE TIME
If this agreement has not been terminated in
accordance with Article VIII hereof, and CNG and the Constituent
Corporations have obtained authorization of the Merger from the
Securities and Exchange Commission under the Holding Company Act,
the Merger shall become effective (the "Effective Time") at the
close of business on the later of (i) the day when a Certificate
of Merger complying with Section 1701.81 of the Ohio Revised Code
is duly filed with the Secretary of State of the State of Ohio,
or (ii) the day when the Articles of Merger complying with
Section 31-l-36 of the West Virginia code are duly filed with the
Secretary of State of the State of West Virginia.
<PAGE> 3
ARTICLE II
MERGER
Except as expressly set forth herein, at the
Effective Time, the effect of the Merger shall be as provided by
the applicable provisions Of the Ohio Revised Code and the West
Virginia Code. Without limiting the generality of the foregoing,
at the Effective Time, (i) RGC shall be merged with and into EOG,
and the separate corporate existence of RGC shall thereupon
cease; and (ii) EOG shall be the surviving corporation (the
"Surviving Corporation"), and the separate corporate existence of
EOG, with all its purposes, objects, rights, privileges, powers
and franchises, shall continue unaffected and unimpaired.
ARTICLE III
ARTICLES OF INCORPORATION
From and after the Effective Time, the Articles of
Incorporation, as amended, of EOG (in the form attached hereto as
Exhibit A and incorporated herein by this reference) shall
constitute the Articles of Incorporation of the Surviving
Corporation. The Articles of Incorporation may be certified
separately and apart from this Agreement as the Articles of
Incorporation of the Surviving Corporation.
<PAGE> 4
ARTICLE IV
REGULATIONS
From and after the Effective Time, the Regulations of
EOG as in effect immediately prior to the Effective Time shall
constitute the Regulations of the Surviving Corporation.
ARTICLE V
DIRECTORS AND OFFICERS
From and after the Effective Time, the Directors of
EOG immediately prior to the Effective Time shall, subject to the
provisions of the Articles of Incorporation and the Regulations
of the Surviving Corporation, continue as the Directors of the
Surviving corporation. From and after the Effective Time, the
officers of EOG immediately prior to the Effective Time shall,
subject to the provisions of the Articles of Incorporation and
the Regulations of the Surviving Corporation, continue as the
officers of the Surviving Corporation.
ARTICLE VI
EXTINGUISHMENT OF RGC COMMON STOCK
At the Effective Time, the authorized, and the issued
and outstanding, shares of RGC Common Stock, by virtue of the
Merger and without any action on the part of the holder thereof,
shall be extinguished, the certificates representing the RGC
Common Stock shall be cancelled, and the holder thereof shall not
be entitled to receive any cash, property, rights or securities
in respect thereof.
<PAGE> 5
ARTICLE VII
SERVICE OF PROCESS
The Surviving Corporation hereby agrees that it may
be served with process in the State of West Virginia in any
proceeding for enforcement of any obligation of RGC, as well as
for enforcement of any obligation of the Surviving Corporation
arising from the Merger. The Surviving Corporation hereby
irrevocably appoints the Secretary of State of the State of West
Virginia as its agent to accept service of process in any
applicable suit or proceeding, and hereby designates 1717 East
Ninth Street, Cleveland, Ohio 44114 as the address to which a
copy of such process shall be mailed by the Secretary of State.
ARTICLE VIII
TERMINATION OF MERGER
This Agreement may be terminated and the Merger
abandoned by appropriate action taken by the Board of Directors
of each of the constituent corporations at any time prior to the
Effective Time. In the event of a termination of this Agreement
as provided above, this Agreement shall become null and void, and
there shall be no liability on the part of RGC or EOG (or any of
their respective Directors or officers) with respect hereto.
<PAGE> 6
ARTICLE IX
COUNTERPARTS
This Agreement may be executed in any number of
counterparts, each of which when executed shall be deemed an
original, and such counterparts together shall be deemed on and
the same instrument.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement and Plan of Merger as of the ___ day of
___________, 1994.
THE RIVER GAS COMPANY
By:_________________________
Russell R. Gifford,
President
By:_________________________
Franklin C. Lewis
Secretary
THE EAST OHIO GAS COMPANY
By:_________________________
Russell R. Gifford
President
By:_________________________
Franklin C. Lewis
Secretary
<PAGE> 1
Exhibit B-2
THE EAST OHIO GAS COMPANY
Shareholder Action Taken by Written Consent
of Consolidated Natural Gas Company, Sole Shareholder of
The East Ohio Gas Company
Effective _________________, 1994
Pursuant to the authority contained in Section 1701.54 of the
General Corporation Law of the State of Ohio and Section 4.01 of
the by-laws of The East Ohio Gas Company, an Ohio corporation,
Consolidated Natural Gas Company, a Delaware corporation and the
holder of all the outstanding stock of The East Ohio Gas Company,
does hereby consent to and adopt the following Resolutions in
writing, without meeting:
RESOLVED, that the Agreement and Plan of Merger (the
"Agreement") between The River Gas Company ("RGC") and
the Corporation in the form attached hereto and
incorporated herein by reference, pursuant to which RGC
will be merged into the Corporation, each of the
outstanding shares of Capital Stock of RGC will be
cancelled and extinguished, and each of the outstanding
shares of Capital Stock of the Corporation will remain
as one issued and outstanding share of Corporation's
Capital Stock, all as set forth in the Agreement, is in
all respects authorized and approved, and that the
President or any Vice President and the Secretary or any
Assistant Secretary of the Corporation be and they
hereby are authorized for and on behalf of the
Corporation to sign the Agreement substantially in such
form with such changes as the officers executing such
Agreement shall approve, such approval to be
conclusively evidenced by the execution thereof.
RESOLVED, that the proper officers of the Corporation be
and they hereby are authorized to execute and deliver
all such documents and instruments and to take all such
other actions as they may deem necessary or advisable in
order to carry out and effectuate the purposes of the
foregoing resolutions.
CONSOLIDATED NATURAL GAS COMPANY
By______________________________
George A. Davidson, Jr.
Chairman of the Board
<PAGE> 1
Exhibit B-3
THE RIVER GAS COMPANY
Shareholder Action Taken by Written Consent
of Consolidated Natural Gas Company, Sole Shareholder of
The River Gas Company
Effective ________________, 1994
Pursuant to the authority contained in, Section 31-1-73(b) of
the Corporation Act of the State of West Virginia and Section
9.02 of the by-laws of The River Gas Company, a West Virginia
corporation, Consolidated Natural Gas Company, a Delaware
corporation and the holder of all the outstanding stock of The
River Gas Company, does hereby consent to and adopt the following
Resolutions in writing, without meeting:
RESOLVED, that the Agreement and Plan of Merger (the
"Agreement") between the Corporation and The East Ohio
Gas Company ("EOG") in the form attached hereto and
incorporated herein by reference, pursuant to which the
Corporation will be merged into EOG, each of the
outstanding shares of Capital Stock of the Corporation
will be cancelled and extinguished, and each of the
outstanding shares of Capital Stock of EOG will remain
as are issued and outstanding share of EOG Capital
Stock, all as set forth in the Agreement, is in all
respects authorized and approved, and that the Senior
Vice President or any Vice President and the Secretary
or any Assistant Secretary of the Corporation be and
they hereby are authorized for and on behalf of the
Corporation to sign the Agreement substantially in such
form with such changes as the officers executing such
Agreement shall approve, such approval to be
conclusively evidenced by the execution thereof.
RESOLVED, that the proper officers of the Corporation be
and they hereby are authorized to execute and deliver
all such documents and instruments and to take all such
other actions as they may deem necessary or advisable in
order to carry out and effectuate the purposes of the
foregoing resolutions.
CONSOLIDATED NATURAL GAS COMPANY
By______________________________
George A. Davidson, Jr.
Chairman of the Board
<PAGE> 1
EXHIBIT O
Proposed Notice
Pursuant to Rule 22(f)
(Release No. 35- )
FILINGS UNDER THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 ("ACT")
March , 1994
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred to the
application(s) and/or declaration(s) for complete statements of the proposed
transaction(s) summarized below. The application(s) and/or declaration(s) and
any amendments thereto is/are available for public inspection through the
Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
April , 1994 to the Secretary, Securities and Exchange Commission,
Washington, DC 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate) should be filed
with the request. Any request for 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 the matter. After said date, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.
____________________________________
<PAGE> 2
Consolidated Natural Gas Company, et. al. (70- )
___________________________________________________
Consolidated Natural Gas Company ("CNG"), CNG Tower, 625 Liberty
Avenue, Pittsburgh, Pennsylvania, 15222-3199, a registered holding company,
and CNG's wholly-owned subsidiaries, The East Ohio Gas Company ("EOG"), 1717
East Ninth Street, Cleveland, Ohio 44114, and The River Gas Company ("RGC"),
324 Fourth Street, Marietta, Ohio, have filed an application-declaration
pursuant to Sections 6, 7, 9, 10, and 12 of the Act and Rules 42 through 45
thereunder.
CNG proposes that EOG and RGC be merged, with EOG as the surviving
company succeeding to all powers, privileges, and franchises and subject to
all restrictions, disabilities, liabilities, and duties of both companies.
Under the Agreement and Plan of Merger ("Agreement"), each issued and
outstanding share of RGC common stock, $100 par value per share, will be
cancelled and extinguished, and each issued and outstanding shares of EOG
common stock, $50 par value, will remain outstanding subsequent to the merger.
The applicants also are requesting Commission approval for EOG to
assume RGC's unused annual CNG System financing authorizations at the date of
the proposed merger. Such authorizations were granted by Commission order
dated June 30, 1993, HCAR No. 25841. Since July 1, 1993, CNG has refinanced
long-term loans to RGC in the amount of $1,125,000. As of December 31, 1993,
there were $4,650,000 in open account advances from CNG to RGC. Therefore,
EOG and CNG request approval for EOG to obtain additional financing in the
form of open account advances, long-term notes and/or sale of its common stock
to CNG in an amount not to exceed $10,000,000 less the amount of RGC's
financing authorization utilized since July 1, 1993.
____________________________________
<PAGE> 3
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
