As filed with the Securities and Exchange Commission on March 9,
1994.
Registration No. 33-
________________________________________________________________
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________
Consolidated Natural Gas Company
(Exact name of registrant as specified in its charter)
Delaware 13-0596475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(412) 227-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
L.D. Johnson, Executive Vice President
and Chief Financial Officer
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3199
(412) 227-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________
with a copy to:
Stephen E. Williams, Esq. Gary W. Wolf, Esq.
Senior Vice President and General Cahill Gordon & Reindel
Counsel Eighty Pine Street
Consolidated Natural Gas New York, New York 10005
<PAGE>
Company
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement
becomes effective when warranted by market conditions and other
factors.
If the only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment
plans, please check the following box. /__/
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvest-
ment plans, check the following box. / X_/
__________
<TABLE>
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
______________________________________________________________________________
<CAPTION>
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Unit* Price* Fee
______________________________________________________________________________
<S> <C> <C> <C> <C>
Debentures $400,000,000 100%* $400,000,000 $137,932
______________________________________________________________________________
______________________________________________________________________________
<FN>
* Estimated only for the purpose of calculating the amount of
the registration fee.
</TABLE>
The Registrant hereby amends this Registration State-
ment on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amend-
ment which specifically states that this Registration Statement
shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until
the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may
determine.
2
<PAGE>
This Registration Statement is also a post-effective
amendment to Registration Statement No. 33-49469. Pursuant to
Rule 429 under the Securities Act of 1933, the Prospectus con-
tained herein also covers $100,000,000 in principal amount of
unissued Debentures previously registered under that Registra-
tion Statement.
________________________________________________________________
________________________________________________________________
3
<PAGE>
SUBJECT TO COMPLETION DATED MARCH 9, 1994
CONSOLIDATED NATURAL GAS COMPANY
Debentures
------------------
Consolidated Natural Gas Company ("Company") may offer
from time to time up to $500,000,000 aggregate principal amount
of its Debentures (the "New Debentures") in one or more series
in amounts, at prices and upon terms to be determined in light
of market conditions at the time of sale and in conformity with
the requirements of the Public Utility Holding Company Act of
1935 ("Holding Company Act"). The New Debentures may be sold
directly by the Company, through agents designated from time to
time, or to or through underwriters or dealers (see "Plan of
Distribution").
The specific aggregate principal amount, maturity,
rate and time of payment of interest, any redemption provisions,
initial public offering price, proceeds to the Company, and any
other specific terms in connection with the offering and sale of
a series of New Debentures, including the names of the under-
writers or agents, if any, and the terms of such offering, will
be set forth in a Prospectus Supplement accompanying this Pro-
spectus.
-------------------
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------
***************************************************************
* A REGISTRATION STATEMENT RELATING TO THESE SECURITIES *
* HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE *
* COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION *
* OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR *
* MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS *
* PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR *
* THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE *
* BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION *
* IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE *
* UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER *
* THE SECURITIES LAWS OF ANY SUCH JURISDICTION. *
***************************************************************
The date of this Prospectus is , 1994
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934 ("Exchange Act")
and in accordance therewith files reports and other information
with the Securities and Exchange Commission ("Commission").
Such reports and other information filed by the Company can be
inspected and copied at the public reference facilities main-
tained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's Regional Offices in the
Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, New York, New York
10048. Copies of such material can also be obtained from the
Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. In addition, reports, proxy material and
other information concerning the Company may be inspected at
the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005.
This Prospectus constitutes a part of a registration
statement ("Registration Statement") which the Company has
filed with the Commission under the Securities Act of 1933, as
amended, with respect to the New Debentures. This Prospectus
omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration
Statement and related exhibits thereto for further information
with respect to the Company and the securities offered hereby.
Such additional information can be obtained from the Commis-
sion's office in Washington, D.C. Any statements contained
herein concerning the provisions of any documents are not nec-
essarily complete, and, in each instance, reference is made to
the copy of such document filed as an exhibit to the Registra-
tion Statement or otherwise filed with the Commission. Each
such statement is qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the
Company with the Commission pursuant to the Exchange Act (File
No. 1-3196), are incorporated by reference in this Prospectus
and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the
year ended December 31, 1992; and
2
<PAGE>
(2) The Company's Quarterly Reports on Form 10-Q for
the Quarters ended March 31, June 30 and September 30, 1993.
All documents filed by the Company pursuant to Sec-
tion 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
the offering of the New Debentures shall be deemed to be incor-
porated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
The Company hereby undertakes to provide without
charge to each person to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any and
all of the documents incorporated herein by reference, exclud-
ing the exhibits thereto. Requests for such documents should
be addressed to Ms. Laura J. McKeown, Secretary, Consolidated
Natural Gas Company, CNG Tower, 625 Liberty Avenue, Pittsburgh,
PA 15222-3199, (412) 227-1125.
THE COMPANY AND ITS SUBSIDIARIES
The Company is a Delaware corporation organized on
July 21, 1942. It is engaged solely in the business of owning
and holding the outstanding securities of eleven companies
directly engaged in the natural gas business, a company holding
coal reserves, a research company, an energy company and a sub-
sidiary service company.
The Company and its subsidiaries ("Consolidated Sys-
tem" or "System") are engaged in all phases of the natural gas
business -- distribution, transmission and exploration and pro-
duction. The Company's principal subsidiaries are described
below.
CNG Transmission Corporation operates a regional
interstate pipeline system and provides gas transportation and
storage services to each of the Company's public utility sub-
sidiaries (except West Ohio Gas Company) and to non-affiliated
utilities, end-users and others in the Midwest, the Mid-Atlan-
tic states and the Northeast. CNG Transmission Corporation is
subject to regulation by the Federal Energy Regulatory
Commission.
Public utility subsidiaries of the Company are The
East Ohio Gas Company, The River Gas Company, West Ohio Gas
Company, The Peoples Natural Gas Company, Virginia Natural Gas,
Inc. and Hope Gas, Inc. Principal cities served at retail are:
3
<PAGE>
Cleveland, Akron, Youngstown, Canton, Warren, Lima, Ashtabula
and Marietta in Ohio; Pittsburgh (a portion), Altoona and
Johnstown in Pennsylvania; Norfolk, Newport News, Virginia
Beach, Chesapeake, Hampton and Williamsburg in Virginia; and
Clarksburg and Parkersburg in West Virginia.
CNG Producing Company is the Company's exploration
and production subsidiary. It explores for and produces gas
and oil primarily in the Gulf of Mexico, the southern and west-
ern United States, the Appalachian region and in Canada.
USE OF PROCEEDS
The proceeds from the sale of the New Debentures will
be added to the treasury funds of the Company and subsequently
used to finance System capital expenditures, general corporate
purposes, purchase of the Company's common stock in the open
market and/or acquire, retire or redeem debt securities issued
by the Company as authorized by the Commission under the Hold-
ing Company Act. The balance of funds required for these pur-
poses is expected to be obtained principally from internal cash
generation and the issuance of other debt securities. Refer-
ence is made to the documents incorporated by reference herein
for information relating to estimated capital expenditures.
CERTAIN TERMS AND DESCRIPTIONS OF
DEBENTURES AND INDENTURE
The New Debentures are to be issued under an Inden-
ture dated as of May 1, 1971 ("Original Indenture") between the
Company and Chemical Bank, as Trustee ("Trustee"), as supple-
mented by various supplemental indentures and as to be further
supplemented by a supplemental indenture related to each series
of the New Debentures ("Supplemental Indenture"). The Original
Indenture as supplemented, is hereinafter referred to as the
"Indenture." The Indenture is filed as an exhibit to the Reg-
istration Statement of which this Prospectus is a part.
The Indenture permits the issue of one or more addi-
tional series of Debentures thereunder, the terms of any such
additional series to be set forth in the related Supplemental
Indenture. The New Debentures and any other debentures issued
under the Indenture are hereinafter referred to as the
"Debentures."
The definitive provisions of the New Debentures will
not be determined until the time of sale and, accordingly, the
4
<PAGE>
provisions described below may be changed and new provisions
may be added. The definitive terms of each series of the New
Debentures are set forth in this Prospectus as amended by the
Prospectus Supplement by which such New Debentures are offered.
The following statements are in general terms, are
subject to, and are qualified in their entirety by express ref-
erence to, the Indenture. Articles, sections, paragraphs or
provisions of the Indenture referred to herein are incorporated
herein by reference and the description is qualified in its
entirety by such reference.
Certain Terms of the New Debentures
The New Debentures will mature on the date, and will
bear interest payable on the dates and at the rate per annum
specified in the Prospectus Supplement. The New Debentures may
or may not be redeemable and there may or may not be a Sinking
Fund established for the New Debentures, all as specified in
the Prospectus Supplement.
The New Debentures will be issued in definitive reg-
istered form without coupons in the denomination of $1,000, or
any multiple thereof, and will be exchangeable for other Deben-
tures of the same series in registered form in equal aggregate
principal amounts without charge to holders except for any
applicable stamp tax or governmental charge.
The principal of, and any redemption premium on, the
New Debentures will be payable in the City of New York at the
principal corporate trust office of the Trustee. Interest will
be payable semiannually. Payments of interest will be made by
checks mailed to such holders.
If redeemable, the New Debentures would be subject to
redemption, upon not less than 30 days' notice, as a whole at
any time, or in part from time to time, at the option of the
Company at the Regular Redemption Prices set forth in the Pro-
spectus Supplement.
Certain of the past issues of the Debentures which
are redeemable are not subject to redemption for a set period
of time or may not be redeemed for a set period of time if
funds for such redemption are obtained by the Company, directly
or indirectly, from or in anticipation of borrowings at a cost
of money to the Company (computed in accordance with generally
accepted financial practice) of less than the interest cost to
5
<PAGE>
it with respect to such Debentures. If similar provisions are
applicable to the New Debentures, the Prospectus Supplement
will describe such provisions and the terms thereof.
Notice of redemption to the holders of New Debentures
which are to be redeemed will be mailed to holders at their
addresses as they appear on the registration books of the Com-
pany kept at the principal corporate trust office of Chemical
Bank, Trustee and Registrar under the Indenture. In case a
Debenture is of a denomination larger than $1,000, a portion of
such Debenture ($1,000 or an integral multiple thereof) may be
redeemed, and the registered holder of such Debenture will be
provided, without charge, a new Debenture or Debentures of the
same series, equal in aggregate principal amount to the
unredeemed portion thereof. Debentureholders should advise the
Trustee-Registrar promptly of any change of address to avoid
delay in the receipt of any such notice.
If the New Debentures are to be redeemable through
the operation of a Sinking Fund, the Supplemental Indenture
will provide that the Company will, as long as any of the New
Debentures shall be outstanding and shall not have become due,
retire through the Sinking Fund, on the dates and at Sinking
Fund Redemption Price(s) specified in the Prospectus Supple-
ment, a principal amount of New Debentures also to be specified
therein. The Company may, however, anticipate any such Sinking
Fund installment by delivering New Debentures to the Trustee or
by applying as a credit upon any such installment New Deben-
tures called for redemption at the option of the Company. The
Supplemental Indenture may also provide that the Company may
retire at the Sinking Fund Redemption Price(s) specified in the
Prospectus Supplement an additional principal amount of the New
Debentures on the dates also specified therein and such addi-
tional retirements may, at the Company's election, operate to
reduce any subsequent mandatory Sinking Fund retirement. Such
right to retire the additional New Debentures would not be
cumulative.
Negative Pledge Covenant
The Debentures are not secured by any lien, but the
Indenture provides that so long as any of the Debentures are
outstanding the Company will not subject any of its property to
any lien to secure any indebtedness without simultaneously
securing the Debentures by such lien equally and ratably with
such indebtedness and any other indebtedness similarly entitled
to be equally and ratably secured, except that such restriction
6
<PAGE>
shall not apply to (a) purchase money liens, (b) liens on prop-
erty at the time of acquisition, or (c) the pledge of assets as
security for contested tax assessments, for deposit with public
bodies to entitle the Company to maintain self-insurance, or
for a stay or discharge in the course of legal proceedings, but
in no event shall liens permitted by subdivisions (a) and (b)
exceed 60 percent of the total purchase price of the property
so acquired. (Section 6.04)
Restriction on the Payment of Dividends and Other Distributions
The Indenture provides that so long as any of the New
Debentures are outstanding the Company will not declare or pay
any dividend or make any other distribution upon its capital
stock or acquire (or permit a subsidiary to acquire) for a con-
sideration of any of its capital stock (excluding from such
restriction and from the following calculation dividends paid
in capital stock and capital stock acquired, to the extent that
it was acquired in exchange for or with the proceeds of the
issue of other capital stock) if the cumulative aggregate
amount of all dividends and distributions declared or paid on
the capital stock and the amount paid for the acquisition of
capital stock subsequent to the date specified in the Prospec-
tus Supplement, exceeds the amount of the consolidated net
income of the Company and its subsidiaries available for divi-
dends, determined as provided in the Indenture, since the date
specified in the Prospectus Supplement, plus an amount to be
specified in the Prospectus Supplement, plus such additional
amounts as shall, upon application by the Company or by any
Successor Corporation, be authorized or approved by the Securi-
ties and Exchange Commission, or by any successor commission or
authority administering the Holding Company Act. (Section
6.08)
Restrictions with Respect to Voting Stock of Subsidiaries
The Indenture provides that so long as any of the
Debentures are outstanding the Company will not itself sell or
permit a restricted subsidiary (a corporation all of whose com-
mon stock, and at least 75 percent of whose voting stock, is
owned by the Company either directly or through other
restricted subsidiaries) to issue or sell, other than to the
Company or another restricted subsidiary, any common shares or
voting shares of a restricted subsidiary, unless either (i) all
of the common shares and voting shares of such restricted sub-
sidiary are sold, or (ii) the corporation whose shares are
being sold will remain a restricted subsidiary after such sale,
7
<PAGE>
or (iii) after giving effect to such issue or sale the aggre-
gate amount of securities, other than securities of restricted
subsidiaries, owned by the Company and its subsidiaries, does
not exceed 25 percent of the consolidated net tangible assets
of the Company and its subsidiaries. (Section 6.05)
The Indenture also provides that the Company will not
permit a subsidiary to issue or sell any common or voting
shares unless, after giving effect thereto, such subsidiary
shall be a restricted subsidiary, or the aggregate amount of
securities, other than securities of restricted subsidiaries,
owned by the Company and its subsidiaries, does not exceed 25
percent of consolidated net tangible assets of the Company and
its Subsidiaries. (Section 6.05)
Restrictions with Respect to Funded Debt and Subsidiary Pre-
ferred Stock
The Indenture provides that so long as any of the
Debentures are outstanding the Company will not, and will not
permit any of its subsidiaries to, incur or sell any funded
debt (other than funded debt acquired by the Company or by
another subsidiary, funded debt subordinate to the Debentures
and funded debt issued to refund funded debt of the Company or
its subsidiaries), and will not permit any of its subsidiaries
to issue or sell (other than to the Company or another subsid-
iary) any preferred stock, unless (a) consolidated income
available for interest and subsidiary preferred stock dividends
(computed before income and excess or other profits taxes) of
the Company and its subsidiaries for any twelve consecutive
months within the preceding fifteen months shall have been not
less than 2-> times the sum of the total annual interest
charges upon the funded debt of the Company and its subsidiar-
ies and the total annual dividend requirements on subsidiary
preferred stock, in each case to be outstanding other than in
the hands of the Company or its subsidiaries immediately there-
after and (b) after giving effect to such transaction the sum
of the principal amount of funded debt of the Company and its
subsidiaries outstanding other than in the hands of the Company
or its subsidiaries and the amount of subsidiary preferred
stock similarly outstanding shall not be more than 60 percent
of the consolidated net tangible assets of the Company and its
subsidiaries. (Section 6.06)
The Indenture also provides that so long as any of
the Debentures are outstanding, the Company will not permit any
subsidiary to incur any funded debt or to issue or sell
8
<PAGE>
preferred stock, otherwise than to the Company or another
subsidiary, unless, after giving effect to the transaction, the
amount of funded debt and preferred stock of such subsidiary
outstanding other than in the hands of the Company and its sub-
sidiaries shall not exceed 60 percent of the total capitaliza-
tion of such subsidiary, and the amount of such funded debt and
preferred stock of all subsidiaries outstanding other than in
the hands of the Company and its subsidiaries shall not exceed
15 percent of the consolidated net tangible assets of the Com-
pany and its subsidiaries. (Section 6.07)
Events of Default
Under the Indenture, the following are events of
default: (a) failure to pay any installment of interest when
due, continued for 60 days; (b) failure to pay principal (or
premium, if any) when due; (c) failure to make payment or sat-
isfaction of any sinking fund obligation, continued for 60
days; (d) failure to observe and perform any other covenants or
agreements of the Company, continued for 90 days after notice
to it; (e) when 90 days shall have elapsed after certain
adjudicatory events in bankruptcy, insolvency or reorganiza-
tions; and (f) certain events relative to a petition in volun-
tary bankruptcy, an assignment for the benefit of creditors,
consent to the appointment of a receiver or seeking reorganiza-
tion. (Section 7.01)
The holders of not less than 25 percent of the out-
standing Debentures, or the Trustee, may declare the principal
of all outstanding Debentures due upon the happening of any of
the defaults specified in the Indenture, but the holders of
majority of the outstanding Debentures may waive such default
and rescind such declaration if such default is cured. (Sec-
tion 7.02) The Trustee is required to take steps to enforce
payment of the Debentures upon the request of the holders of
not less than a majority of the outstanding Debentures upon the
happening of any of the defaults specified in the Indenture.
(Section 7.07) The Indenture also provides in substance that
the Trustee shall be under no obligation to exercise any of its
trusts or powers at the request or direction of any of the
Debentureholders unless such Debentureholders shall have
offered to the Trustee security and indemnity satisfactory to
it against costs, expenses and liabilities incurred thereby.
(Section 10.01) Debentureholders have no right to institute
any proceedings to enforce any provision of the Indenture or
any remedy thereunder except in the case of refusal or neglect
of the Trustee to act after default and after the request by
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the holders of 25 percent in amount of outstanding Debentures
and the tender to the Trustee of security and indemnity satis-
factory to it against costs, expenses and liabilities, but this
provision does not prevent any Debentureholder from enforcing
payment of the principal of or interest on such holder's Deben-
ture at the due date specified in the Debenture. (Section
7.08)
Each year, the Company will be required to furnish
the Trustee with an officers' certificate as to the fulfillment
by the Company of all of its obligations under the Indenture.
(Section 6.14)
Miscellaneous
Subject to certain conditions, the Indenture permits
the merger or consolidation of the Company with another corpo-
ration and the sale or transfer of all or substantially all of
its assets to another corporation, provided that the successor
corporation assumes the obligations of the Company under the
Debentures and the Indenture. The Indenture also contains pro-
visions designed to carry into effect the negative pledge cove-
nant, the restrictions on the payment of dividends and other
distributions, the restrictions with respect to voting stock of
subsidiaries and the restrictions with respect to funded debt
and subsidiary preferred stock in the event of such a consoli-
dation, merger or sale, and to continue such covenant and
restrictions in effect thereafter. (Section 6.09 and Article
6.09 and Article Thirteen)
The Indenture provides that the Company and the Trus-
tee may enter into supplemental indentures for any purpose not
inconsistent with the terms of the Indenture. The Indenture
further provides that the rights and obligations of the Company
and of the holders of the Debentures may be modified at the
request of the Company by supplemental indenture, with the con-
sent in writing of the holders of at least 66-2/3 percent in
principal amount of the Debentures and of at least 66-2/3 per-
cent in principal amount of the Debentures of each series spe-
cifically affected provided that no such modification shall
extend the maturity of, or reduce the rate of interest or
redemption premium on, or otherwise modify the terms of payment
of the principal or interest or redemption premium of any
debenture without the express consent of the holder thereof.
(Article Fourteen)
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<PAGE>
The Trustee performs banking services for the Company
and is a participant in the Company's March 1991 Revolving
Credit Agreement.
PLAN OF DISTRIBUTION
The Company may solicit offers from time to time to
sell the New Debentures to, for reoffer to the public through,
underwriting syndicates led by one or more managing underwrit-
ers or through one or more underwriters acting alone. The New
Debentures may be sold upon receipt of two or more proposals
for the purchase of the New Debentures pursuant to Rule 50, or
as may otherwise be permitted, under the Holding Company Act.
The Company has also been authorized by the Commission acting
under the Holding Company Act to sell the New Debentures
through negotiated transactions in public offerings through
underwriters and investment bankers, or to institutional inves-
tors in private placements. The Company may also sell the New
Debentures through dealers or agents.
Any specific managing underwriter or underwriters
with respect to the offer and sale of the New Debentures and
the members of the underwriting syndicate, if any, will be
named in a Prospectus Supplement. Unless otherwise set forth
in a Prospectus Supplement, underwriters will be obligated to
purchase all of the New Debentures offered, subject to certain
conditions precedent.
The Prospectus Supplement will describe the discounts
and commissions to be allowed or paid to underwriters, if any,
all other items constituting underwriting compensation, the
discounts and commissions to be allowed or paid to dealers and
agents, if any, and the exchanges, if any, on which the Securi-
ties will be listed.
Underwriters, dealers and agents may be entitled,
under agreements to be entered into with the Company, to indem-
nification against or to contribution with respect to certain
civil liabilities, including liabilities under the Securities
Act of 1933.
LEGAL OPINIONS
The legality of the New Debentures will be passed
upon for the Company by Stephen E. Williams, Senior Vice Presi-
dent and General Counsel of the Company and of its subsidiary,
11
<PAGE>
Consolidated Natural Gas Service Company, Inc., CNG Tower,
Pittsburgh, Pennsylvania 15222-3199, and Norbert F. Chandler,
counsel for the Company and a General Attorney of such subsid-
iary, CNG Tower, Pittsburgh, Pennsylvania 15222-3199, or either
of them. At January 31, 1994, Mr. Williams owned directly and/
or beneficially 11,186 shares of the Company's common stock and
has been granted pursuant and subject to the terms of the Com-
pany's long-term incentive plans, restricted stock awards of
1,830 shares and options on 16,824 shares. As of the same
date, Mr. Chandler directly and/or beneficially owned 3,109
shares of the Company's common stock and options on 6,770
shares under such long-term incentive plans. Certain legal
matters in connection with the New Debentures will be passed
upon by Cahill Gordon & Reindel, a partnership including a pro-
fessional corporation, Eighty Pine Street, New York, New York
10005, for the underwriters or purchasers.
EXPERTS
The consolidated financial statements of Consolidated
Natural Gas Company and its Subsidiaries, which are incorpo-
rated by reference in this Prospectus from the Company's Annual
Report on Form 10-K, have been so incorporated in reliance on
the report of Price Waterhouse, independent accountants, given
on the authority of said firm as experts in auditing and
accounting.
The estimates of gas and oil reserves included in
such Annual Report are incorporated in this Prospectus by ref-
erence in reliance upon the report of Ralph E. Davis Associ-
ates, Inc., independent geologists, as experts.
The estimates of recoverable raw coal reserves
included in such Annual Report are incorporated in this Pro-
spectus by reference in reliance upon the report of John T.
Boyd Company, mining engineers and geologists, as experts.
12
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______________________________ ______________________________
______________________________ ______________________________
TABLE OF CONTENTS
Page
Available Information............ 2
Documents Incorporated by
Reference...................... 2 Consolidated Natural Gas Company
The Company and its Subsid-
iaries......................... 3
Use of Proceeds.................. 4
Certain Terms and Description
of Debentures and
Indenture...................... 4
Plan of Distribution............. 11
Legal Opinions................... 11
Experts.......................... 12
_______________
DEBENTURES
__________ _______________
No dealer, salesman, or any __________
person has been authorized to
give any information or to PROSPECTUS
make any representation not __________
contained in this Prospectus
and, if given or made, such
information or representation
must not be relied upon as
having been authorized by the
Company or by any underwriter.
This Prospectus is not an
offer to sell, or a solicita-
tion of an offer to buy, in
any jurisdiction in which it Dated March 9, 1994
is unlawful to make such an
offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall under any cir-
cumstances create any implica-
tion that there has been no
change in the affairs of the
Company since the date hereof.
______________________________ ______________________________
______________________________ ______________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the esti-
mated amounts of all expenses in connection with the issuance
and distribution of the New Debentures assuming a sale through
three separate offerings:
Filing Fees, Securities and Exchange Com-
mission ................................... $137,932
Printing of Registration Statement, Pro-
spectus, Indenture, Definitive Securi-
ties, Purchase Agreement and other
Miscellaneous Papers ...................... 100,000
Trustee's Acceptance and other Charges ....... 10,000
Legal Fees of Counsel for the Trustee ........ 5,000
Independent Accountants' Fees and
Expenses .................................. 70,000
Rating Fees (Moody's Investors Service,
Inc., Standard & Poor's Corporation,
Duff & Phelps, Inc.) ...................... 230,000
Blue Sky Legal Fees and Expenses ............. 12,000
Service Charges (including legal fees),
Consolidated Natural Gas Service Com-
pany, Inc. ................................ 25,000
Other Miscellaneous Expenses ................. 10,000
Total Expenses ..................... $599,932
Item 15. Indemnification of Directors and Officers
Article Fourteenth of the Company's Certificate of
Incorporation reads as follows:
"FOURTEENTH. To the full extent that the General
Corporation Law of the State of Delaware, as the
II-1
<PAGE>
same now exists, permits elimination or limitation
of the liability of directors, no director of the
Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach
of fiduciary duty as a director, except for lia-
bility (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an
improper personal benefit.
To the full extent permitted by law, all directors
of the Corporation shall be afforded any exemption
from liability or limitation of liability permit-
ted by any subsequent enactment, modification or
amendment of the General Corporation Law of the
State of Delaware.
Any repeal or modification of either or both of
the foregoing paragraphs by the stockholders of
the Corporation shall not adversely affect any
exemption from liability, limitation of liability,
or other right of a director of the Corporation
with respect to any matter occurring prior to such
repeal or modification."
The Bylaws of the Company provide as follows:
A. Each person who at any time is, or shall have
been a director, officer, or employee of the Corporation, or
serves or has served as a director, officer, employee, fidu-
ciary or other representative of another company, partnership,
joint venture, trust, association or other enterprise (includ-
ing any employee benefit plan), where such service was specifi-
cally requested by the Corporation in accordance with (E)
below, or the established guidelines for participation in out-
side 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 investi-
gative ("Proceeding"), by reason of the fact that he is, or
was, a director, officer, or employee of the Corporation or a
director, officer, employee, fiduciary or other representative
II-2
<PAGE>
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 per-
mitted under the General Corporation Law of the State of Dela-
ware, 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 indemnifi-
cation rights than said Law permitted the Corporation to pro-
vide 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 Pro-
ceeding (or part thereof) initiated by such person was autho-
rized by the Board of Directors of the Corporation. With
respect to any Loss arising from Outside Service, the Corpora-
tion 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.
B. The right to be indemnified pursuant to the
Bylaws 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; pro-
vided, 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, or employee, in which such
director, officer or employee agrees to repay all amounts so
advanced if it should be determined ultimately that such direc-
tor, officer or employee is not entitled to be indemnified
under applicable law.
C. The right of any director or officer (but not
employee) to be indemnified or to the reimbursement or advance-
ment of expenses pursuant to the Bylaws (i) is a contract right
based upon good and valuable consideration, pursuant to which
the person entitled thereto may bring suit as if the provisions
hereof were set forth in a separate written contract between
the Corporation and the director or officer, and (ii) shall
continue to exist after the rescission or restrictive modifica-
tion hereof with respect to events occurring prior thereto.
D. The right to be indemnified or to the reimburse-
ment or advancement of expenses pursuant to the Bylaws shall in
II-3
<PAGE>
no way be exclusive of any other rights of indemnification or
advancement to which any such director, officer or employee 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 or employee and shall
inure to the benefit of the heirs, executors and administrators
of such person.
E. Any person who is serving or has served as a
director, officer, employee or fiduciary of (i) another corpo-
ration 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 other such corporation, shall be deemed
to be doing or have done so at the request of the Corporation.
The Delaware General Corporation Law, Section 145,
provides that a Delaware corporation has power to indemnify its
officers, directors, employees and agents.
The Company purchases directors' and officers' lia-
bility insurance.
Item 16. Exhibits
*1 - Standard Purchase Agreement Provisions - Debt
Securities Including Form of Purchase
Agreement.
*4(A)- Form of proposed Supplemental Indenture
between Consolidated Natural Gas Company and
Chemical Bank Trustee, including form of New
Debentures.
4(B)- Incorporated herein by reference is the fol-
lowing Indenture and Supplemental Indentures
between Consolidated Natural Gas Company and
Chemical Bank (successor by merger to Manufac-
turers Hanover Trust Company), Indenture,
dated as of May 1, 1971 (Exhibit (5) to Cer-
tificate of Notification at S.E.C. File No.
70-5012), Eleventh Supplemental Indenture
thereto dated as of December 1, 1986 (Exhibit
(5) to Certificate of Notification dated
December 17, 1986 at S.E.C. File No. 70-7079),
II-4
<PAGE>
Thirteenth Supplemental Indenture thereto
dated as of February 1, 1989 (Exhibit (5) to
Certificate of Notification No. 2 at S.E.C.
File No. 70-7336), Fourteenth Supplemental
Indenture thereto dated as of June 1, 1989
(Exhibit (5) to Certificate of Notification
No. 3 at S.E.C. File No. 70-7336), Fifteenth
Supplemental Indenture thereto dated as of
October 1, 1989 (Exhibit (5) to Certificate of
Notification No. 1 at S.E.C. File
No. 70-7651), Sixteenth Supplemental Indenture
thereto dated as of October 1, 1992
(Exhibit (4) to Certificate of Notification
No. 2 at S.E.C. File No. 70-7651), Seventeenth
Supplemental Indenture thereto dated as of
August 1, 1993 (Exhibit (1) to Form 8-A filed
August 31, 1993, under File No. 1-3196) and
Eighteenth Supplemental Indenture thereto
dated as of December 1, 1993 (Exhibit (1) to
Form 8-A filed December 16, 1993, under File
No. 1-3196).
*5 - Opinion of Counsel for Consolidated Natural
Gas Company as to the legality of the securi-
ties being registered.
12 - Computation of Ratio of Earnings to Fixed
Charges for the calendar years 1988-1992,
inclusive (incorporated herein by reference to
the Company's Annual Report on Form 10-K for
the year ended December 31, 1992 (File
No. 1-3196), Exhibit 12.).
*24(A) - Consent of Independent Accountants.
*24(B) - Consent of Independent Geologists.
*24(C) - Consent of Mining Engineers and Geologists.
*24(D) - The consents of Stephen E. Williams and/or
Norbert F. Chandler are set forth in the opin-
ion filed as Exhibit 5.
*25 - Power of Attorney.
II-5
<PAGE>
*26 - Statement of Eligibility of Trustee.
* Filed herewith.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the regis-
tration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any mate-
rial change to such information in the registration
statement;
Provided, however, that paragraphs (l)(i) and (l)(ii)
do not apply if the registration statement is on Form
S-3 and the information required to be included in a
post-effective amendment is contained in periodic
reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the regis-
tration statement.
(2) That, for the purpose of determining any lia-
bility under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registra-
tion statement relating to the securities offered therein,
and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-6
<PAGE>
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That for purposes of determining any liability
under the Securities Act of 1933, each filing of the reg-
istrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relat-
ing to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) In the event that the terms of any offers and
sales of the Securities are determined by competitive bid-
ding (i) to use its best efforts to distribute, prior to
the opening of bids, to prospective bidders, underwriters
and dealers a reasonable number of copies of a prospectus
which at the time meets the requirements of section 10(a)
of the Securities Act of 1933, and relating to the securi-
ties offered at competitive bidding, as contained in the
registration statement together with any supplements
thereto and (ii) to file an amendment to the registration
statement reflecting the results of competitive bidding,
the terms of the reoffering and related matters to the
extent required by the applicable form, not later than the
first use authorized by the issuer after the opening of
bids of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of
such securities by the issuer and no reoffering of such
securities by the purchasers is proposed to be made.
(6) Insofar as indemnification for liabilities aris-
ing under the Securities Act of 1933 may be permitted to
directors, officers or controlling persons of the Company,
pursuant to the provisions described under Item 15 above,
the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a
director or officer of the Company in the successful
defense of any action, suit or proceeding) is asserted by
such director or officer in connection with the securities
being registered hereby and the Securities and Exchange
II-7
<PAGE>
Commission is still of the same opinion, the Company will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indem-
nification by it is against public policy as expressed in
said Act and will be governed by the final adjudication of
such issue.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this registration statement or
amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Pittsburgh, Commonwealth of Pennsylvania, on the 9th
day of March, 1994.
CONSOLIDATED NATURAL GAS COMPANY
(Registrant)
L.D. Johnson
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement or amendment to the registra-
tion statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Executive Vice
L.D. Johnson President and Chief
Financial Officer
(Principal Financial
Officer) and Director
George A. Davidson, Jr. Chairman of the Board, ) March 9, 1994
Chief Executive ) L.D. Johnson,
Officer (Principal ) As Attorney-in-Fact
Executive Officer) )
and Director )
)
II-9
<PAGE>
Signature Title Date
S.R. McGreevy Vice President,
Accounting and
Financial Control
(Principal Accounting )
Officer) )
)
)
J.W. Connolly Director )
)
)
Paul E. Lego Director )
)
)
Theodore Levitt Director )
)
)
Steven A. Minter Director )
)
)
Walter R. Peirson Director ) March 9, 1994
)
)
Richard P. Simmons Director )
)
)
A.A. Sommer, Jr. Director )
)
)
Lois Wyse Director )
II-10
<PAGE>
INDEX OF EXHIBITS
*1 - Standard Purchase Agreement Provi-
sions - Debt Securities Including
Form of Purchase Agreement.
*4(A)- Form of proposed Supplemental
Indenture between Consolidated
Natural Gas Company and Chemical
Bank, Trustee, including form of
New Debentures.
4(B)- Incorporated herein by reference is
the following Indenture and Supple-
mental Indentures between Consoli-
dated Natural Gas Company and
Chemical Bank (successor by merger
to Manufacturers Hanover Trust Com-
pany), Indenture, dated as of May
1, 1971 (Exhibit (5) to Certificate
of Notification at S.E.C. File No.
70-5012), Eleventh Supplemental
Indenture thereto dated as of
December 1, 1986 (Exhibit (5) to
Certificate of Notification dated
December 17, 1986 at S.E.C. File
No. 70-7079), Thirteenth Supplemen-
tal Indenture thereto dated as of
February 1, 1989 (Exhibit (5) to
Certificate of Notification No. 2
at S.E.C. File No. 70-7336), Four-
teenth Supplemental Indenture
thereto dated as of June 1, 1989
(Exhibit (5) to Certificate of
Notification No. 3 at S.E.C. File
No. 70-7336), Fifteenth Supplemen-
tal Indenture thereto dated as of
October 1, 1989 (Exhibit (5) to
Certificate of Notification No. 1
at S.E.C. File No. 70-7651), Six-
teenth Supplemental Indenture
thereto dated as of October 1, 1992
(Exhibit (4) to Certificate of
Notification No. 2 at S.E.C. File
No. 70-7651), Seventeenth Supple-
mental Indenture thereto dated as
of August 1, 1993 (Exhibit (1) to
Form 8-A filed August 31, 1993,
under File No. 1-3196), and
<PAGE>
Eighteenth Supplemental Indenture
thereto dated as of December 1,
1993 (Exhibit (1) to Form 8-A filed
December 16, 1993, under File No.
1-3196).
*5 - Opinion of Counsel for Consolidated
Natural Gas Company as to the
legality of the securities being
registered.
12 - Computation of Ratio of Earnings to
Fixed Charges for the calendar
years 1988-1992, inclusive (incor-
porated herein by reference to the
Company's Annual Report on Form
10-K for the year ended December
31, 1992 (File No. 1-3196), Exhibit
12.).
*24(A) - Consent of Independent Accountants.
*24(B) - Consent of Independent Geologists.
*24(C) - Consent of Mining Engineers and
Geologists.
*24(D) - The consents of Stephen E. Williams
and/or Norbert F. Chandler are set
forth in the opinion filed as
Exhibit 5.
*25 - Power of Attorney.
*26 - Statement of Eligibility of
Trustee.
* Filed herewith.
-ii-
Exhibit 1
CONSOLIDATED NATURAL GAS COMPANY
STANDARD PURCHASE AGREEMENT PROVISIONS -- DEBT SECURITIES
INCLUDING
FORM OF PURCHASE AGREEMENT
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
STANDARD PURCHASE AGREEMENT PROVISIONS -- DEBT SECURITIES
From time to time, Consolidated Natural Gas Company,
a Delaware corporation ("Company"), may enter into purchase
agreements that provide for the sale of designated securities
to the purchaser or purchasers named therein. The standard
provisions set forth herein may be incorporated by reference in
any such purchase agreement ("Purchase Agreement"). The Pur-
chase Agreement, including the provisions incorporated therein
by reference, is herein sometimes referred to as "this Agree-
ment". Unless otherwise defined herein, terms defined in the
Purchase Agreement are used herein as therein defined.
1. Introductory. The Company proposes to issue and
sell from time to time debt securities registered under the
registration statement referred to in Section 2(a) ("Securi-
ties"). The Securities will be issued under an Indenture,
dated as of May 1, 1971 between the Company and Chemical Bank,
as Trustee, Securities Resolutions (if permitted by and as
defined in such Indenture) or supplemental indentures, includ-
ing a Securities Resolution or supplemental indenture pertain-
ing to the particular series of Securities involved in the
offering ("Indenture"), and will have varying designations,
interest rates and times of payment of any interest,
maturities, redemption provisions and other terms, with all
such terms for any particular series of the Securities being
determined at the time of the sale. The Securities involved in
any such offering are hereinafter referred to as the "New Secu-
rities", and the purchaser or purchasers, as the case may be,
which agree to purchase the same are hereinafter referred to as
the "Purchasers" of such New Securities. The terms "you" and
"your" refer to those Purchasers who sign the Purchase Agree-
ment either on behalf of themselves only or on behalf of them-
selves and as representatives of the several Purchasers named
in Schedule A thereto ("Schedule A"), as the case may be,
unless one of such Purchasers shall have been appointed repre-
sentative ("Representative") of all of the Purchasers who sign
the Purchase Agreement, in which case, the terms "you" and
"your" shall mean such Purchaser acting in its capacity as
Representative.
2. Representations and Warranties of the Company.
The Company represents and warrants to and agrees with each
Purchaser that:
<PAGE>
(a) A registration statement on Form S-3 relating to
the Securities including a prospectus and all documents incor-
porated by reference therein has been filed with the Securities
and Exchange Commission ("Commission") and has become effec-
tive. Such registration statement, including the prospectus
set forth therein, as amended by a prospectus supplement with
respect to the offering of New Securities referred to in
Section 1 and all prior amendments and supplements thereto
(other than supplements and amendments relating to Securities
that are not New Securities), including all documents filed as
a part thereof or incorporated therein, is hereinafter referred
to as the "Registration Statement" and such prospectus, as so
amended or supplemented (including all material incorporated by
reference therein) is hereinafter referred to as the
"Prospectus".
(b) The Registration Statement and the Prospectus in
all material respects comply with the provisions of the Securi-
ties Act of 1933, as amended ("Act"), and the applicable rules
and regulations of the Commission thereunder ("Rules and Regu-
lations") and the Trust Indenture Act of 1939 ("Trust Indenture
Act"); the Registration Statement does not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the state-
ments therein not misleading, and the Prospectus does not con-
tain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading and all documents
incorporated therein by reference pursuant to Item 12 of Form
S-3 as of the respective dates on which they were filed com-
plied in all material respects with the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the pertinent published rules and regulations there-
under (the "Exchange Act Rules and Regulations") and, on said
dates, and at the time of purchase, when read together with the
Prospectus, or the Prospectus as it may be otherwise amended or
supplemented, will not contain an untrue statement of a mate-
rial fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in
the light of circumstances under which they were made, not mis-
leading, except that the Company makes no warranty or represen-
tation to any Purchaser with respect to any statement contained
in or any matter omitted from the Registration Statement or
Prospectus, which statements were made, or matters omitted, in
reliance upon and in conformity with information furnished in
writing to the Company through you for use in the Registration
Statement and Prospectus.
2
<PAGE>
(c) The Commission has issued an order under the
Public Utility Holding Company Act of 1935 ("PUHCA") permitting
to become effective the Form U-1 Declaration filed by the Com-
pany with respect to the issue and sale of the Securities
(including the New Securities), such order being subject, how-
ever, to such supplemental orders, if any, as the Commission
may issue under PUHCA. A copy of such order heretofore issued
by the Commission has been or will be delivered to the
Purchasers.
(d) Except as otherwise contemplated herein, no
approval, authorization, consent, certificate or order of any
State commission or regulatory authority is necessary with
respect to the issuance or the sale of the New Securities by
the Company.
(e) Since the respective dates as of which informa-
tion is given in the Registration Statement and Prospectus,
there has been no material and unfavorable change in the condi-
tion of the Company and its subsidiaries, on a consolidated
basis, financial or otherwise, other than as referred to in the
Registration Statement and Prospectus.
(f) The consummation of the transactions herein con-
templated and the performance by the Company of the terms of
this Agreement will not result in the breach by the Company of
any terms of, or constitute a default under, any other agree-
ment or undertaking of the Company.
3. Delivery and Payment. Payment for the New Secu-
rities shall be made to the Company or its order by certified
or official bank check or checks payable in New York Clearing-
house funds (unless otherwise specified in the Purchase Agree-
ment, in which case payment shall be made as so specified) at
the office of the Company, 44 Wall Street, New York, New York
10005 (unless another place is specified in the Purchase Agree-
ment, in which case such payment shall be made at the place so
specified), against the delivery of the New Securities at said
office to the Purchasers or you for the respective accounts of
the Purchasers. Such payment and delivery shall be made at
10:00 A.M., New York time, on the date set forth in the Pur-
chase Agreement, unless another time shall be agreed to by the
Company and by you or unless postponed in accordance with the
provisions of Section 8 hereof. The time at which payment and
delivery are actually made is hereinafter sometimes called
"time of purchase".
3
<PAGE>
You shall specify the denominations of the New Secu-
rities to be delivered and the name and address in which each
New Security is to be registered, by notice delivered to the
Company not later than 10:00 A.M., New York time, on the third
business day preceding the time of purchase. For the purpose
of expediting the checking of the New Securities by you, the
Company agrees to make the New Securities available to you, at
an office in New York City designated by the Trustee, not later
than 2:00 P.M., New York time, on the first business day pre-
ceding the time of purchase.
4. Covenants of the Company. The Company covenants
and agrees with the several Purchasers:
(a) To advise you promptly of any proposal to amend
or supplement the Registration Statement or the Prospectus with
respect to any New Securities at any time when a prospectus
relating to such New Securities is required to be delivered
under the Act and will furnish to you a copy of each such pro-
posed amendment or supplement prior to the filing thereof;
(b) If at any time when a Prospectus relating to the
New Securities is required to be delivered under the Act any
event occurs as a result of which the Prospectus as then
amended or supplemented would include an untrue statement of a
material fact, or omit to state any material fact necessary to
make the statements therein, in the light of circumstances
under which they were made, not misleading, or if it is neces-
sary at any time to amend or supplement the Registration State-
ment or the Prospectus to comply with the Act, to promptly pre-
pare and file with the Commission an amendment or supplement
which will correct such statement or omission or an amendment
which will effect such compliance;
(c) To furnish to you copies of the registration
statement relating to the Securities as originally filed and
all amendments thereto (at least one of which will be as filed
with the Commission via EDGAR and will include all exhibits
except those incorporated by reference to previous filings with
the Commission), a copy of each consent and certificate of
independent accountants and of each other person whose profes-
sion gives authority to statements made by him and who is named
in the Registration Statement as having prepared, certified or
reviewed any part thereof, each related prospectus, the Pro-
spectus, and all amendments and supplements to such documents
(except supplements relating to Securities that are not New
Securities) as filed with the Commission via EDGAR, in each
case as soon as available and in such quantities as you may
4
<PAGE>
reasonably request for the purpose contemplated by the Act and
to furnish to you sufficient copies of the foregoing (including
copies of the Registration Statement (other than exhibits and
consents filed as exhibits to the Registration Statement)) for
distribution of two copies of the Registration Statement and a
sufficient number of copies of the Prospectus to each of the
other Purchasers;
(d) To furnish such proper information as may be
required and otherwise to cooperate in qualifying the New Secu-
rities for sale and in determining their eligibility for
investment under the laws of such jurisdictions as you may des-
ignate and to pay or reimburse you for expenses and reasonable
legal fees incurred in connection therewith, provided, that the
Company shall not be required to qualify as a foreign corpora-
tion or to file a consent to service of process in any state;
(e) To advise you promptly (confirming such advice
in writing) of any request made by the Commission for amend-
ments to the Registration Statement or Prospectus or for addi-
tional information with respect thereto or of notice of insti-
tution of proceedings for, or the entry of, a stop order sus-
pending the effectiveness of the Registration Statement, and if
such a stop order should be entered by the Commission, to make
every reasonable effort to obtain the lifting or removal
thereof as soon as possible;
(f) For a period of five years from the date hereof
to furnish to you and to each other Purchaser who may so
request (i) as soon as practicable after the close of each fis-
cal year a copy of the Company's annual report to stockholders
for such year; (ii) as soon as available, a copy of each report
or definitive proxy statement of the Company filed with the
Commission under the Exchange Act or mailed to stockholders;
and (iii) copies of documents, reports and information fur-
nished to Securityholders pursuant to the provisions of the
Indenture;
(g) During such period of time after the effective
date of the Registration Statement as the Purchasers are
required by law to deliver a prospectus in connection with any
sale of the New Securities contemplated by the Prospectus, if
any event relating to or affecting the Company or of which the
Company shall be advised in writing by you shall occur which in
the Company's opinion should be set forth in a supplement or
amendment to the Prospectus in order to make the Prospectus not
misleading in the light of the circumstances when it is deliv-
ered to a Purchaser, to amend or supplement the Prospectus by
5
<PAGE>
either (i) preparing and filing with the Commission and fur-
nishing to you at the Company's expense a reasonable number of
copies of a supplement or supplements or an amendment or amend-
ments to the Prospectus or (ii) making an appropriate filing
pursuant to Section 13 or 14 of the Exchange Act, which will
supplement or amend the Prospectus so that, as supplemented or
amended, it will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein,
in the light of the circumstances when the Prospectus is deliv-
ered to a Purchaser, not misleading; provided that should such
event relate solely to the activities of any of the Purchasers,
then the Purchasers shall assume the expense of preparing any
such amendment or supplement;
(h) During such period of time after the date hereof
as a prospectus relating to the New Securities is required to
be delivered under the Act, to file promptly all documents
required to be filed with the Commission pursuant to Section 13
or 14 of the Exchange Act;
(i) To make generally available to its
securityholders (as contemplated by Rule 158 of the Rules and
Regulations or otherwise) a consolidated earnings statement of
the Company and its subsidiaries covering a twelve-month period
beginning the first day of the first fiscal quarter occurring
after the effective date of the Registration Statement, as soon
as reasonably practicable after the termination of such
twelve-month period;
(j) To pay all expenses, fees and taxes, other than
transfer taxes, in connection with (i) the preparation and fil-
ing of the Registration Statement and Prospectus, any documents
incorporated by reference therein at or after the date thereof
and any amendments or supplements thereto, (ii) the issue, sale
and delivery of the New Securities to the Purchasers, (iii) the
qualification of the New Securities for sale and the determina-
tion of their eligibility for investment under laws as afore-
said, and (iv) the furnishing of the opinions (other than the
opinion of Counsel for the Purchasers) and certificates
referred to in Section 5 hereof;
(k) To pay the fees and expenses of Cahill Gordon &
Reindel (herein called "Counsel for the Purchasers") and to
reimburse the Purchasers for their reasonable out-of-pocket
expenses incurred in contemplation of the performance of this
Agreement, in the event that the New Securities are not deliv-
ered to and taken up and paid for by the Purchasers hereunder
6
<PAGE>
for any reason whatsoever except the failure or refusal of any
Purchaser to take up and pay for the New Securities for some
reason not permitted by the terms of this Agreement. The Pur-
chasers agree to pay the fees and expenses of Counsel for the
Purchasers in any other event;
(l) To apply the net proceeds from the sale of New
Securities, together with other funds of the Company, as set
forth under the heading "Use of Proceeds" in the Prospectus;
(m) If a public offering of the New Securities is to
be made (unless the Purchase Agreement shall provide other-
wise), to use its best efforts to list the New Securities on
the New York Stock Exchange; and
(n) If a public offering of the New Securities is to
be made, not to offer or sell any of the Company's debt securi-
ties which are similar to the New Securities prior to ten busi-
ness days after the time of purchase without your consent.
5. Conditions of Purchasers' Obligations. The sev-
eral obligations of the Purchasers hereunder are subject to the
following conditions:
(a) That at the time of purchase you shall be fur-
nished with signed copies of the following, addressed to the
Purchasers and with photostatic copies or signed or conformed
counterparts thereof for each of the other Purchasers:
(i) An opinion of counsel to the Company, stating in
substance:
(A) That the Company has been duly incorporated and
is at the time of purchase validly existing as a corpora-
tion in good standing under the laws of the State of Dela-
ware, with charter power to carry on the business in which
it is now engaged;
(B) That the subsidiaries of the Company named in
the Prospectus are validly organized and existing under
the laws of the respective jurisdictions in which they are
incorporated and that all of the outstanding capital stock
of each such subsidiary company is owned by the Company
and is not subject to any lien or encumbrance;
(C) That this Agreement has been duly authorized,
executed and delivered by the Company;
7
<PAGE>
(D) That the Indenture has been duly authorized,
executed and delivered by the Company and is a valid
instrument, legally binding upon the Company, that the New
Securities have been duly authorized and issued and con-
stitute the legal, valid and binding obligations of the
Company and are entitled to the benefits provided by the
Indenture, except, in each case, as limited by bankruptcy,
insolvency, reorganization or similar laws affecting cred-
itors' rights generally, and that the remedy of specific
performance and other forms of equitable relief are sub-
ject to the discretion of the court before which any pro-
ceeding may be brought;
(E) That the New Securities conform in all material
respects as to legal matters with the statements concern-
ing the New Securities in the Prospectus;
(F) That the statements of the law and legal conclu-
sions in the Prospectus set forth in the section "The Com-
pany and Its Subsidiaries", "Certain Terms and Description
of Securities and Indenture" and, in the Annual Report of
the Company on Form 10-K incorporated by reference in the
Prospectus (in the sections "[insert appropriate sections
of 10-K]"), are to the best of the knowledge of said coun-
sel true and accurate and do not omit to state any mate-
rial facts required to be stated therein or necessary to
make such statements not misleading;
(G) That (i) the Registration Statement and the Pro-
spectus and any amendment or supplement thereto (other
than the financial statements and other financial and sta-
tistical information contained therein, as to which such
counsel need express no opinion) comply as to form with
the requirements of Form S-3, the Rules and Regulations
and the Trust Indenture Act; (ii) the documents incorpo-
rated by reference in the Prospectus at the time the Reg-
istration Statement became effective and at the time of
purchase (other than the financial statements and other
financial and statistical information contained therein,
as to which such counsel need express no opinion) complied
when filed pursuant to the Exchange Act as to form with
the requirements of the Exchange Act and the Exchange Act
Rules and Regulations; and (iii) the Indenture has been
duly qualified under the Trust Indenture Act;
(H) The original order of the Commission referred to
in subsection (c) of Section 2 of this Agreement has been
obtained and, to the best of the knowledge of said
8
<PAGE>
counsel, is in full force and effect; any required
supplemental order of the Commission, referred to in sub-
section (c) of Section 2 of this Agreement, has been duly
issued and, to the best of the knowledge of said counsel,
is in full force and effect; and no further approval,
authorization, consent, certificate or order of any Fed-
eral commission or regulatory authority is necessary with
respect to the execution and delivery of the Indenture or
the issue and sale of the New Securities by the Company as
contemplated in this Agreement;
(I) That all contracts of the Company and its sub-
sidiaries that are required to be filed as exhibits to the
Registration Statement under the Act and the Rules and
Regulations have been so filed, and that to the extent
required all material contracts of the Company and its
subsidiaries have been properly described in the Registra-
tion Statement and Prospectus; and
(J) That such counsel has participated in the prepa-
ration of the Registration Statement and Prospectus and no
facts have come to the attention of such counsel to lead
such counsel to believe that either the Registration
Statement or the Prospectus at the time the Registration
Statement or any amendment thereto became effective, or
the Prospectus or any amendment or supplement thereto when
the Prospectus or such amendment or supplement was filed,
or the Prospectus as it may be amended or supplemented as
of the time of purchase, contains an untrue statement of a
material fact or omits to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading;
(ii) An opinion of Counsel for the Purchasers as to
matters referred to in paragraph (a)(i) of this Section 5
under the subheadings (C), (D), (E), the third clause of
(G) and (H) (except for the third clause, in lieu of which
such counsel shall state that they are not aware of any
approval of any other regulatory body being so required),
and that the Registration Statement and the Prospectus, as
of the date the Registration Statement became effective
(other than the financial statements and other financial
and statistical information contained therein, Exhibit 12
to the Registration Statement and the Form T-1 of the
Trustee, as to which such counsel need express no opin-
ion), appear to comply as to form in all material respects
with the requirements of Form S-3 and the Rules and Regu-
lations and the Trust Indenture Act. In addition such
9
<PAGE>
counsel shall state that they have participated in confer-
ences with officers and other representatives of the Com-
pany, counsel for the Company and representatives of the
independent accountants of the Company at which the con-
tents of the Registration Statement and Prospectus and
related matters were discussed and, although such counsel
is not passing upon and does not assume any responsibility
for the accuracy, completeness or fairness of the state-
ments contained in the Registration Statement and Prospec-
tus (except as to the matters referred to in paragraph
(a)(i) of this Section 5 under subheading (E)), on the
basis of the foregoing (relying as to materiality to a
large extent upon the opinions of officers, counsel and
other representatives of the Company), no facts have come
to the attention of such counsel which lead them to
believe that the Registration Statement or any amendment
thereto when such Registration Statement or amendment
became effective or the Prospectus or any supplement
thereto when such supplement was filed contained an untrue
statement of a material fact or omitted to state a mate-
rial fact required to be stated therein or necessary to
make the statements therein, in the light of the circum-
stances in which they were made, not misleading (it being
understood that such counsel need make no comment with
respect to the financial statements and other financial
and statistical data included in the Registration State-
ment or Prospectus, Exhibit 12 to the Registration State-
ment, and the Form T-1 of the Trustee); and
(iii) A letter, dated the time of purchase addressed
to the Purchasers from the independent accountants for the
Company to the effect that:
(A) they are independent accountants within the meaning
of the Act and the Rules and Regulations;
(B) in their opinion, the consolidated financial state-
ments audited by them and incorporated by reference
in the Registration Statement comply as to form in
all material respects with the applicable accounting
requirements of the Act and the Rules and Regulations
with respect to registration statements on Form S-3;
(C) on the basis of procedures (but not an examination in
accordance with generally accepted auditing stan-
dards) consisting of:
10
<PAGE>
(1) reading the minutes of meetings of the stock-
holders and the Board of Directors of the Com-
pany and its consolidated subsidiaries since
December 31, of the most recent preceding year
as set forth in the minute books, but in no
event through a specified date not more than
five business days prior to the date of delivery
of such letter;
(2) reading the unaudited consolidated balance
sheets and the unaudited consolidated statements
of income, of cash flows and of retained earn-
ings for the periods included in the Company's
quarterly reports on Form 10-Q for the current
year (for the quarters ended March 31, June 30
and September 30, as the case may be), incorpo-
rated by reference in the Registration
Statement;
(3) reading the unaudited consolidated financial
data of the Company and subsidiaries for the
period from the latest quarterly reporting
period to the date of the latest available
interim data, furnished by the Company, offi-
cials of the Company having advised them that no
such consolidated financial data as of any date
or for any period subsequent to such latest date
were available; and
(4) making inquiries of certain officials of the
Company who have responsibility for financial
and accounting matters regarding the specific
items for which representations are requested
below;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:
(a) the unaudited condensed consolidated data
statements incorporated by reference in the
Registration Statement do not comply as to
form in all material respects with the
applicable accounting requirements of the
Exchange Act as it applies to Form 10-Q and
the Exchange Act Rules and Regulations or
said financial data are not stated on a
basis substantially consistent with that of
the audited financial statements
11
<PAGE>
incorporated by reference in the Registra-
tion Statement;
(b) for the period from the date of the latest
quarterly report on Form 10-Q to the date
of the latest available unaudited consoli-
dated income statement read by such accoun-
tants, there were any decreases, as com-
pared with the corresponding period of the
prior year, in consolidated total operating
revenue, in operating income or in net
income, except in all instances for
decreases which the Registration Statement
discloses have occurred or may occur, or
they shall state any specific decreases;
(c) at the date of the latest available balance
sheet read by such accountants, and at a
subsequent specified date not more than
five days prior to the date of delivery of
such letter, there was any change in common
stock or long-term debt of the Company, or
any decrease in total stockholders' equity
as compared with amounts shown on the lat-
est unaudited condensed consolidated bal-
ance sheet included in the Registration
Statement (including documents incorporated
by reference), [except as to dividends on
common stock that have been declared in the
normal course of business, amortization of
long-term debt discount or premium, the
retirement of long-term debt to satisfy
mandatory sinking fund requirements, and
the issuance of common stock in connection
with the Company's long-term incentive
plans and thrift plans,]1 or, from the date
of the latest available unaudited condensed
consolidated income statement read by such
accountants to the subsequent specified
date, any decreases, as compared with the
corresponding period in the preceding year,
in consolidated total operating revenues,
in operating income or in net income,
except in all instances for changes or
decreases which the Registration Statement
___________________
1 Relevant exceptions will be stated.
12
<PAGE>
(including documents incorporated by refer-
ence) discloses have occurred or may occur,
or except as otherwise noted in such
letter.
(D) the specified dollar amounts (or percentages derived
from such dollar amounts) under captions specified by
the purchasers and agreed to by such independent
accountants contained in the Registration Statement
(including documents incorporated by reference), in
each case to the extent that such dollar amounts and
percentages are obtained from the general accounting
records of the Company and its subsidiaries subject
to the internal controls of the Company's accounting
system or are derived directly from such records by
analysis or computation, is in agreement with such
records or computations made therefrom, except as
otherwise specified in such letter;
(b) That no amendment to the Registration Statement
in the form in which the Registration Statement is effective at
the date of this Agreement, filed subsequent to the execution
of this Agreement, or supplement to the Prospectus constituting
a part of such Registration Statement, filed subsequently to
the execution of this Agreement, shall contain information sub-
stantially different from that contained in such Registration
Statement or Prospectus which shall be unsatisfactory in sub-
stance to you or unsatisfactory in form to Counsel for the
Purchasers;
(c) That prior to the time of purchase, no stop
order with respect to the effectiveness of the Registration
Statement shall have been issued under the Act by the Commis-
sion or proceedings therefor initiated or threatened; that at
the time of purchase the Registration Statement, as amended or
supplemented, shall not contain an untrue statement of a mate-
rial fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and that the Prospectus, as amended or supple-
mented, shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading;
(d) That since the respective dates as of which
information is given in the Registration Statement and Prospec-
tus and prior to the time of purchase, no material and
13
<PAGE>
unfavorable change in the condition of the Company and its
subsidiaries on a consolidated basis, financial or otherwise,
shall have taken place (other than as referred to in the Regis-
tration Statement and Prospectus); and the Company will, at the
time of purchase, deliver to you, with photostatic copies for
delivery to each of the Purchasers, a certificate of its Chair-
man of the Board or its President or a Vice President and its
Treasurer or an Assistant Treasurer that such a change has not
occurred;
(e) That subsequent to the date of this Agreement
and prior to the time of purchase there shall not have occurred
(i) any downgrading in the rating of any debt securities of the
Company by any "nationally recognized statistical rating orga-
nization" (as defined for purposes of Rule 436(g) under the
Act); (ii) any banking moratorium declared by Federal or New
York authorities; or (iii) any outbreak or escalation of major
hostilities in which the United States is involved, any decla-
ration of war by Congress or any other substantial national or
international calamity or emergency if, in your reasonable
judgment, the effect of any such outbreak, escalation, declara-
tion, calamity or emergency makes it impractical or inadvisable
to proceed with completion of the sale of and payment for the
New Securities; and
(f) That the Company shall have performed such of
its obligations under this Agreement as are to be performed by
the terms hereof at or before the time of purchase.
6. Conditions of Company's Obligations. The obli-
gations of the Company with respect to the delivery of New
Securities shall be subject to the following conditions:
(a) That prior to the time of purchase, no stop
order with respect to the effectiveness of the Registration
Statement shall have been issued under the Act by the Commis-
sion or proceedings therefor initiated or threatened; and
(b) That no order or supplement to any order of the
Commission relating to the issue or sale of the New Securities
or to the application of the proceeds thereof shall contain any
conditions or provisions that are not acceptable to the Com-
pany, it being understood that no order in effect as of the
date of this Agreement contains any such unacceptable condi-
tions or provisions.
7. Termination of Agreement. If a public offering
of the New Securities is to be made by the Purchasers, this
14
<PAGE>
Agreement may be terminated at any time prior to 5:30 P.M., New
York time, on the first business day following the date of this
Agreement (but not after the initial public offering of the New
Securities) by you with the consent of the Purchasers (includ-
ing you) who have agreed to purchase in the aggregate 50% or
more of the aggregate principal amount of the New Securities
agreed to be purchased hereunder, if trading in securities on
the New York Stock Exchange shall have been suspended or lim-
ited (other than a temporary suspension in trading to provide
for an orderly market), or minimum prices shall have been
established on such exchange, or a banking moratorium shall
have been declared by either Federal or New York State author-
ities. This Agreement may also be terminated by you, with like
consent whether or not a public offering of the New Securities
has been made, at any time prior to the time of purchase, if
the Company or any of its subsidiaries shall have sustained a
loss by fire, flood, accident or other calamity that is sub-
stantial with respect to the property of the Company and its
subsidiaries as a whole and that, in your judgment, shall ren-
der it inadvisable to proceed with the delivery of the New
Securities, whether or not such loss shall have been insured.
The time of the "initial public offering", for the
purposes of this Section 7, shall mean the time, after the exe-
cution of this Agreement, of the release by you for publication
of the first newspaper advertisement referring to the New Secu-
rities, or the time, after the execution of this Agreement, at
which the New Securities are first generally offered by the
Purchasers to the public or to dealers by letter or telegram or
otherwise, whichever shall first occur.
If this Agreement is terminated as provided in this
Section 7, the Company and each other Purchaser shall be noti-
fied promptly by telephone or telegram, confirmed by letter.
If this Agreement shall not be carried out by any Purchaser for
any reason permitted under this Agreement or if the sale of the
New Securities to the Purchasers as herein contemplated shall
not be carried out because the Company shall be unable in good
faith to comply with any of the terms of this Agreement or if
the Company shall not deliver the New Securities for any rea-
sons specified in Section 6 hereof, the Company shall not be
under any obligation under this Agreement (except that the Com-
pany shall remain liable to the extent provided in Sections
4(j), 4(k), 9 and 11 hereof) and the Purchasers (except any
Purchasers in default hereunder) shall be under no liability to
the Company nor be under any liability under this Agreement to
one another.
15
<PAGE>
8. Default of Purchasers. If any Purchaser or Pur-
chasers default in their obligations to purchase New Securities
hereunder and the aggregate principal amount of New Securities
which such defaulting Purchaser or Purchasers agreed but failed
to purchase is 10% of the principal amount of New Securities or
less, you may make arrangements satisfactory to the Company for
the purchase of such New Securities by other persons, including
any of the Purchasers, but if no such arrangements are made by
the time of purchase the non-defaulting Purchasers shall be
obligated severally, in proportion to their respective commit-
ments hereunder, to purchase the New Securities which such
defaulting Purchasers agreed but failed to purchase. If any
Purchaser or Purchasers so default and the aggregate principal
amount of New Securities with respect to which such default or
defaults occur is more than the above percentage and arrange-
ments satisfactory to you and the Company for the purchase of
such New Securities by other persons are not made within
thirty-six (36) hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting
Purchaser or the Company, except as provided in Sections 4(j),
4(k), 9, 10 and 11. In the event that any Purchaser or Pur-
chasers default in their obligation to purchase New Securities
hereunder, the Company may, by prompt written notice to the
non-defaulting Purchasers, postpone the time of purchase for a
period of not more than five (5) full business days in order to
effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus or in any other docu-
ments, and the Company will promptly file any amendments to the
Registration Statement or supplements to the Prospectus which
may thereby be made necessary. Nothing in this Section 8, how-
ever, shall obligate any Purchaser to purchase or find purchas-
ers for any principal amount of New Securities in excess of
that agreed to be purchased by such Purchaser under the terms
of this Agreement; nor shall anything herein operate to limit
any rights which the Company may have against any Purchaser who
shall for any reason other than a reason permitted hereunder
fail to purchase the principal amount of New Securities pur-
chasable by it upon tender thereof in accordance with the terms
of this Agreement. The term "Purchaser" as used in this Agree-
ment shall refer to and include each Purchaser substituted
under this Section 8, with like effect as if said substituted
Purchaser had originally been named in Schedule A.
9. Indemnity by the Company. The Company agrees to
indemnify, defend and and hold harmless each Purchaser and each
person, if any, who controls any Purchaser within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act,
from and against any loss, expense, liability or claim
16
<PAGE>
(including the reasonable cost of investigation) which, jointly
or severally, any such Purchaser or person may incur under the
Act or otherwise, insofar as such loss, expense, liability or
claim arises out of or is based upon any alleged untrue state-
ment of a material fact contained in the Registration Statement
(or in the Registration Statement as amended by any post-effec-
tive amendment thereof) or in the Prospectus (the term "Pro-
spectus" for the purpose of this Section 9 shall be deemed to
include any preliminary prospectus, the prospectus included in
the Registration Statement at the time it became effective, the
Prospectus, the Prospectus as amended or supplemented and any
document incorporated by reference therein pursuant to Item 12
of Form S-3), or arises out of or is based upon any alleged
omission to state a material fact required to be stated in
either such Registration Statement or such Prospectus or neces-
sary to make the statements made in such Registration Statement
not misleading or necessary to make the statements in such Pro-
spectus, in the light of the circumstances under which they
were made, not misleading, except insofar as any such loss,
expense, liability or claim arises out of or is based upon any
alleged untrue statement of a material fact contained in infor-
mation furnished in writing to the Company through you for use
in such Registration Statement or in such Prospectus or arises
out of or is based upon any alleged omission from information
furnished in writing to the Company on behalf of any Purchaser
through you to state a material fact in connection with such
information required to be stated therein or necessary to make
such information when used in such Registration Statement not
misleading, or necessary to make such information when used in
such Prospectus, in the light of the circumstances under which
it was used, not misleading. The Company's agreement to indem-
nify or reimburse any such Purchaser or person with respect to
any such loss, expense, liability or claim is expressly condi-
tioned upon its being notified of the action in connection
therewith brought against such Purchaser or person by letter or
telegram addressed to the Company within ten days after the
summons or other first legal process which discloses the nature
of the liability or claim shall have been personally served
upon such Purchaser or person (or after he shall have received
notice of such service upon any agent designated by him) but
failure so to notify the Company shall not relieve the Company
from any liability which it may have to such Purchaser or per-
son otherwise than on account of the indemnity agreement con-
tained in this Section 9. The Company shall be entitled to
assume the investigation of any liability or claim or the
defense of any suit brought to enforce any such liability or
claim and the Purchaser or person against whom such suit is
brought shall be entitled to participate in such investigation
17
<PAGE>
and defense. If the Company assumes the investigation and
defense, such investigation and defense shall be conducted by
counsel of good standing chosen by the Company and satisfactory
to such Purchaser or person, and in such case such Purchaser or
person shall bear the expense of his investigation and the fees
and expenses of any additional counsel retained by him, except
those incurred after notifying the Company of such claim and
prior to being advised by the Company of its intention to
assume such investigation or defense. If the Company does not
assume the investigation of any such claim or the defense of
any such suit, or if the Company shall agree in writing to pay
such fees and expenses, or if such Purchaser or person shall
reasonably conclude that there may be defenses available to it
or them which are different from or in addition to those avail-
able to the Company, the Company will reimburse such Purchaser
or person for the reasonable fees and expenses of any counsel
retained by him; provided, however, that in such event the Com-
pany shall be entitled, at its own expense, to participate in
the investigation or defense.
The Company's indemnity agreement contained in this
Section 9 and its warranties and representations in this Agree-
ment shall remain in full force and effect regardless of any
investigation made by or on behalf of any Purchaser or control-
ling person, and shall survive any termination of this Agree-
ment or the issue and delivery of the New Securities.
The Company agrees promptly to notify the Purchasers
of the commencement of any litigation or proceedings against
the Company or any of its officers or directors in connection
with the issue and sale of the New Securities, or such Regis-
tration Statement or Prospectus.
10. Warranties of and Indemnity by Purchasers.
(a) Each Purchaser warrants and represents that the
information furnished in writing to the Company through you for
use in the Registration Statement or in the Prospectus does not
contain an untrue statement of a material fact and does not
omit to state a material fact in connection with such informa-
tion required to be stated therein or necessary to make such
information when used in such Registration Statement not mis-
leading, or necessary to make such information when used in
such Prospectus, in the light of the circumstances under which
it was used, not misleading. Each Purchaser, in addition to
any other information furnished to the Company through you for
use in the Registration Statement and Prospectus, hereby autho-
rizes you to furnish to the Company the information with regard
18
<PAGE>
to the terms of offering of the New Securities by such Pur-
chaser, for use in the Registration Statement.
(b) Each Purchaser severally agrees to indemnify,
defend and hold harmless the Company and its directors and
officers and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of
the Exchange Act, from and against any loss, expense, liability
or claim (including the reasonable cost of investigation)
which, jointly or severally, the Company or any such person may
incur under the Act or otherwise, insofar as such loss,
expense, liability or claim arises out of or is based upon any
alleged untrue statement of a material fact contained in infor-
mation furnished in writing to the Company through you for use
in the Registration Statement (or in the Registration Statement
as amended by any post-effective amendment thereof), or in the
prospectus (or in the Prospectus as amended or supplemented),
or arises out of or is based upon any alleged omission from
information furnished in writing to the Company on behalf of
any Purchaser through you to state a material fact in connec-
tion with such information required to be stated therein or
necessary to make such information when used in such Registra-
tion Statement not misleading, or necessary to make such infor-
mation when used in such Prospectus, in the light of the cir-
cumstances under which it was used, not misleading. The agree-
ment of such Purchaser to indemnify or reimburse the Company or
any such person with respect to any such loss, expense, lia-
bility or claim is expressly conditioned upon such Purchaser
being notified of the action in connection therewith brought
against the Company or any such person, by letter or telegram
addressed to you, within ten days after the summons or other
first legal process which discloses the nature of the liability
or claim shall have been personally served upon the Company or
any such person (or after the Company or any such person shall
have received notice of such service on any agent designated by
the Company or any such person), but failure so to notify such
Purchaser shall not relieve such Purchaser from any liability
which it may have to the Company or any such person otherwise
than on account of the indemnity agreement contained in this
Section 10(b). Such Purchaser shall be entitled to assume the
investigation of any liability or claim and the defense of any
suit brought to enforce any such liability or claim, if such
liability or claim is based solely upon such alleged misstate-
ment or omission on the part of such Purchaser, and the Company
or any person against whom such action is brought shall be
entitled to participate in such investigation and defense. If
such Purchaser shall be entitled to assume and does assume the
investigation and defense, such investigation and defense shall
19
<PAGE>
be conducted by counsel of good standing chosen by such Pur-
chaser and satisfactory to the Company or such person, and in
such case the Company or such person shall bear the expense of
its investigation and the fees and expenses of any additional
counsel retained by it except those incurred after notifying
such Purchaser of such claim and prior to being advised by such
Purchaser of its intention to assume such investigation or
defense. If such Purchaser shall be entitled to assume but
does not assume the investigation of any such claim or the
defense of any such suit, or if such Purchaser shall agree in
writing to pay such fees and expenses, or if the Company or
such person shall reasonably conclude that there may be
defenses available to it or him which are different from or in
addition to those available to such Purchaser, such Purchaser
will reimburse the Company or such person for the reasonable
fees and expenses of any counsel retained by it; provided, how-
ever, that in such event, such Purchaser shall be entitled, at
its own expense, to participate in the investigation or
defense.
The indemnity agreement on the part of such Purchaser
contained in this Section 10(b) and the warranties and repre-
sentations of such Purchaser contained in this Agreement shall
remain in full force and effect regardless of any investigation
made by or on behalf of the Company or such person, and shall
survive any termination of this Agreement or the issue and
delivery of the New Securities.
Each Purchaser agrees promptly to notify the Company
and each other Purchaser of the commencement of any litigation
or proceedings against such Purchaser in connection with the
issue and sale of the New Securities, or such Registration
Statement or Prospectus.
11. Contribution by the Company and the Purchasers.
(a) If the indemnification provided for in Section 9
or Section 10 is unavailable to an indemnified party under such
Sections in respect of any losses, expenses, liabilities or
claims referred to therein, then each applicable indemnifying
party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified
party as a result of such losses, expenses, liabilities or
claims (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and
the Purchasers on the other hand from the offering of the New
Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as
20
<PAGE>
is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the Purchasers on the other
in connection with the statements or omissions which resulted
in such losses, expenses, liabilities or claims, as well as any
other relevant equitable consideration. The relative benefits
received by the Company on the one hand and the Purchasers on
the other shall be deemed to be in the same proportion as the
total proceeds from the offering (net of underwriting discounts
and commissions but before deducting expenses) received by the
Company bear to the underwriting discounts and commissions
received by the Purchasers, in each case as set forth in the
table on the cover page of the Prospectus or Prospectus Supple-
ment with respect to the New Securities if the same be so set
forth. The relative fault of the Company on the one hand and
of the Purchasers on the other shall be determined by reference
to, among other things, whether the untrue statement or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information sup-
plied by the Company or by the Purchasers through you and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the
losses, claims, damages and liabilities referred to above shall
be deemed to include any legal or other fees or expenses rea-
sonably incurred by such party in connection with investigating
or defending any claim or action.
(b) The Company and Purchasers agree that it would
not be just and equitable if contribution pursuant to this Sec-
tion 11 were determined by pro rata allocation (even if the
Purchasers were treated as one entity for such purpose) or by
any other method of allocation which does not take account of
the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this
Section 11, no Purchaser shall be required to contribute any
amount in excess of the amount by which the total price at
which the New Securities purchased by it and distributed to the
public were offered to the public exceeds the amount of any
damages which such Purchaser has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omis-
sion or alleged omission. No person guilty of fraudulent mis-
representation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Purchasers'
obligations to contribute pursuant to this Section 11 are sev-
eral in proportion to their respective underwriting commitments
and not joint.
21
<PAGE>
(c) The contribution agreement contained in this
Section 11 shall remain in full force and effect regardless of
any investigation made by or on behalf of any Purchaser, or any
person who controls any Purchaser within the meaning of Section
15 of the Act or Section 20 of the Exchange Act, or by or on
behalf of the Company, its directors and officers or any person
who controls the Company within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act, and shall survive
any termination of this Agreement or the issuance and delivery
of the New Securities.
12. Notices. All notices hereunder shall, unless
otherwise expressly permitted, be in writing and be delivered
at or mailed to the following address, or be sent by telegram
to the following address: if to the Purchasers or you, to you
at your address as it appears in the Purchase Agreement, and if
to the Company, to the Company at 625 Liberty Avenue, CNG
Tower, Pittsburgh, Pennsylvania 15222-3199.
13. Parties in Interest. The Agreement herein set
forth has been and is made solely for the benefit of the Pur-
chasers and the Company, and the directors, officers and con-
trolling persons referred to in Sections 9, 10 and 11 hereof,
and their respective successors, assigns, executors and admin-
istrators and no other person shall acquire or have any right
under or by virtue of this Agreement.
The section headings in this Agreement have been
inserted as a matter of convenience of reference and are not
part of this Agreement. The term "Purchasers", "persons",
"firms" and "corporations" as used herein shall include the
singular of such terms as well as the plural. The term "suc-
cessor" to any Purchaser shall not include any subsequent
holder of the New Securities merely by reason of such holding.
14. Construction. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
New York.
15. Counterparts. This Agreement may be executed in
one or more counterparts and it is not necessary that the sig-
natures of all parties appear on the same counterpart, but such
counterparts together shall constitute but one and the same
agreement.
22
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
PURCHASE AGREEMENT
DEBT SECURITIES
Dated: ____________________
Consolidated Natural Gas Company
625 Liberty Avenue
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
Dear Sirs:
Referring to the debt securities of Consolidated
Natural Gas Company (the "Company") covered by Registration
Statement No. 33- (the "Registration Statement"),
on the basis of the representations, warranties and agreements
contained in this Agreement, but subject to the terms and con-
ditions herein set forth, the purchasers named in Schedule A
hereto ("Purchasers") agree to purchase, severally, and the
Company agrees to sell to the Purchasers, severally,
$_____________ aggregate principal amount of ____% _________
due _____ (the "New Securities") in the respective principal
amounts set forth opposite the names of the Purchasers on
Schedule A hereto.
The price at which the New Securities shall be pur-
chased from the Company by the Purchasers shall be __% of the
principal amount thereof [plus accrued interest from
__________].1 The new Securities will be offered as set forth
in the Prospectus Supplement relating to such New Securities.
The New Securities will have the following terms2:
Interest Rate: _____% per annum accruing from ________
Interest Payment Dates: ____ and ____ commencing _______
Maturity: ____________
Redemption Provisions:2
Mandatory and Optional
Sinking Fund
Provisions:2
___________________
1 To be included or deleted as appropriate.
2 To be either described in the Prospectus and the Prospec-
tus Supplement for the New Securities or included in this
Agreement.
<PAGE>
All of the provisions contained in the document enti-
tled "Consolidated Natural Gas Company Standard Purchase Agree-
ment Provisions - Debt Securities," a copy of which has been
filed as Exhibit 1 to the Registration Statement and has been
previously furnished to us, are hereby incorporated by refer-
ence in their entirety and shall be deemed to be a part of this
Agreement to the same extent as if such provisions had been set
forth in full herein.
The "time of purchase" (as defined in Section 3 of
the aforementioned Standard Purchase Agreement Provisions)
shall be ____________________.
[The payment for the New Securities shall be made in
________________________ funds.]3
[The place at which the New Securities shall be pur-
chased shall be _______________.]3
Notices to the [Purchasers] [Representatives]3 shall
be sent to the following addresses:
[We represent that we are authorized to act for the
several Purchasers named in Schedule A hereto in connection
with this financing and any action under this Agreement by any
of us will be binding upon all the Purchasers.]4
__________________
3 To be completed and included as appropriate.
4 To be included if the Purchase Agreement is being executed
by one or more Purchasers acting as Representatives for pur-
poses of this Agreement.
2
<PAGE>
If the foregoing is in accordance with your under-
standing of our agreement, kindly sign and return to us the
enclosed duplicate hereof, whereupon it will become a binding
agreement between the Company and the several Purchasers in
accordance with its terms.
Very truly yours,
By_______________________
By_______________________
[Acting on behalf of and as
Representative of the several
Purchasers named in Schedule
A hereto.]5
The foregoing Purchase Agreement is hereby
confirmed as of the date first above written.
CONSOLIDATED NATURAL GAS COMPANY
By______________________________
__________________
5 To be completed and included as appropriate.
3
<PAGE>
SCHEDULE A
Principal
Name of Purchasers Amount of Securities
Exhibit 4(A)
[FORM OF SUPPLEMENTAL INDENTURE]
CONSOLIDATED NATURAL GAS COMPANY
AND
CHEMICAL BANK,
Trustee,
*A* Supplemental Indenture
Dated as of *B*
To Indenture dated as of May 1, 1971
$*C* principal amount *D*% Debentures
Due *E*
(See Accompanying Legend on Final Page)
<PAGE>
TABLE OF CONTENTS
Page
Parties .. .........................................
Authorization of *E* Debentures ....................
Authorization of and consideration for the *A*
Supplemental Indenture .............................
ARTICLE ONE.
The *E* Debentures.
Section 1.01. Designation -- maturity --
interest payment dates and
record dates -- issuable as
registered Debentures without
coupons -- limitation of
principal amount....................
Section 1.02. Form of *E* Debenture
(Front) ............................
Form of Trustee's
Certificate ........................
Form of *E* Debenture
(Reverse) ..........................
ARTICLE TWO.
Issue of *E* Debentures.
Section 2.01. *C* Principal Amount of
Debentures Issuable Forthwith.......
ARTICLE THREE.
Redemption and Sinking Fund - *E* Debentures.
Section 3.01. [*E* Debentures are not
redeemable] *F* [Right to
redeem -- redemption prices
2
<PAGE>
Page
for optional and sinking fund
redemption] *F* ....................
Section 3.02. [*E* Debentures not redeem-
able through operation of
Sinking Fund] *F* [Sinking
Fund -- redemption dates and
principal amounts of *E*
Debentures to be redeemed]
*F* ................................
[Sinking Fund installments
may be anticipated .................
Officers' Certificate to be
filed when *E* Debentures are
delivered for the account of
the Sinking Fund and *E*
Debentures are called for
redemption of the Sinking
Fund] *N* .........................
ARTICLE FOUR.
Particular Covenant of the Company
Section 4.01. Restriction on dividends on
and acquisition of capital
stock...............................
ARTICLE FIVE.
Concerning the Trustee.
Section 5.01. Acceptance of trusts upon
specified conditions................
ARTICLE SIX.
Miscellaneous Provisions.
Section 6.01. Terms and definitions...............
3
<PAGE>
Page
Section 6.02. Execution in counterparts ..........
Section 6.03. Governing law ......................
Testimonium ........................
Execution ..........................
Acknowledgment .....................
4
<PAGE>
*A* SUPPLEMENTAL INDENTURE dated as of *B*, between
CONSOLIDATED NATURAL GAS COMPANY, a corporation organized and
existing under the laws of the State of Delaware (hereinafter
called the "Company"), party of the first part, and CHEMICAL
BANK, a corporation organized and existing under the laws of
the State of New York, having its principal corporate trust
office presently located at 450 West 33rd Street in The City of
New York, State of New York (hereinafter called the "Trustee"),
party of the second part.
WHEREAS the Company has executed and delivered to the
Trustee its Indenture dated as of May 1, 1971 (which indenture,
as supplemented, is herein called the "Indenture"), to provide
for the issue of one or more series of debentures of the Com-
pany (designated generally as its "Debentures"), and to provide
for the creation and issue of an initial series of Debentures
in the principal amount of $40,000,000 designated "8-3/8%
Debentures Due May 1, 1996";
WHEREAS the Company has heretofore executed and
delivered to the Trustee eighteen supplemental indentures each
setting forth the respective terms and provisions of the series
of Debentures created thereunder, and each series being limited
in aggregate principal amount, all as described in the follow-
ing tabulation:
<TABLE>
<CAPTION>
Limited to
Aggregate
Series of Principal
Designation Dated as of Debentures Created Amount
<S> <C> <C> <C>
First .... October 1, 1971 7 3/4% Debentures Due $25,000,000
October 1, 1996
Second ... May 1, 1972 7 5/8% Debentures Due 50,000,000
May 1, 1997
Third .... June 1, 1973 7 3/4% Debentures Due 50,000,000
June 1, 1998
Fourth ... March 1, 1974 8 5/8% Debentures Due 50,000,000
March 1, 1999
Fifth .... July 1, 1975 9 1/4% Debentures Due 100,000,000
July 1, 1995
Sixth .... September 1, 1976 8 3/8% Debentures Due 75,000,000
September 1, 1996
Seventh .. June 1, 1977 8 1/8% Debentures Due 75,000,000
June 1, 1997
Eighth ... October 1, 1980 12 7/8% Debentures Due 100,000,000
October 1, 2000
Ninth .... April 1, 1983 11 1/8% Debentures Due 100,000,000
April 1, 2008
Tenth .... April 1, 1986 7 5/8% Debentures Due 100,000,000
<PAGE>
April 1, 1996
Eleventh.. December 1, 1986 8 5/8% Debentures Due 100,000,000
December 1, 2011
Twelfth... October 1, 1987 9 1/8% Debentures Due 100,000,000
October 1, 1992
Thirteenth February 1, 1989 9 3/8% Debentures Due 100,000,000
February 1, 1997
Fourteenth June 1, 1989 8 3/4% Debentures Due 100,000,000
June 1, 1999
Fifteenth October 1, 1989 8 3/4% Debentures Due 150,000,000
October 1, 2019
Sixteenth October 1, 1992 5 7/8% Debentures Due 150,000,000
October 1, 1998
Seventeenth August 1, 1993 5 3/4% Debentures Due 150,000,000
August 1, 2003
Eighteenth December 1, 1993 6 5/8% Debentures Due 150,000,000
December 1, 2013
</TABLE>
*G*
WHEREAS the Company, in the exercise of the power and
authority conferred upon and reserved to it under the provi-
sions of the Indenture and pursuant to appropriate resolutions
of the Board of Directors, has duly determined to make, execute
and deliver to the Trustee this *A* Supplemental Indenture to
the Indenture in order to provide for the creation of a new
series of Debentures under the Indenture in the principal
amount of *C* to be designated "*D*% Debentures Due *E*"
(herein called the "*E* Debentures");
WHEREAS the Company proposes to supplement Section
6.08 of the Indenture pursuant to Section 14.01(a) of the
Indenture with respect to the consolidated net income available
for dividends; and
WHEREAS all conditions and requirements necessary to
make this *A* Supplemental Indenture a valid, binding and legal
instrument have been done and performed and the execution and
delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS *A* SUPPLEMENTAL INDENTURE
WITNESSETH that for and in consideration of the premises and of
2
<PAGE>
the acceptance or purchase of the *E* Debentures by the holders
thereof and of the sum of One Hundred Dollars ($100) lawful
money of the United States of America to it in hand paid by the
Trustee at or before the ensealing and delivery of this *A*
Supplemental Indenture, the receipt whereof the Company hereby
acknowledges, the Company covenants and agrees with the Trus-
tee, as follows:
ARTICLE ONE.
The *E* Debentures.
SECTION 1.01. The *E* Debentures shall be executed,
authenticated and delivered under, and shall in all respects be
subject to all the terms, conditions and covenants of, the
Indenture.
The *E* Debentures shall:
(a) be designated as "*D*% Debentures Due *E*";
(b) mature *E*;
(c) bear interest payable semi-annually on *H*
and *H* in each year, beginning *I*, at the
rate of *D*% per annum until payment of
said principal sum has been made or duly
provided for, and have a "record date", as
that term is used in Section 2.01 of the
Indenture with respect to a regular
semi-annual interest payment date, which is
the close of business on *J* or *J*, as the
case may be, next preceding such interest
date;
(d) be issuable as registered Debentures with-
out coupons in denominations of $1,000 or
any multiples thereof authorized by the
Board of Directors; and
(e) be limited to *C* aggregate principal
amount, except as provided in the
Indenture.
Subject to Section 2.01 of the Indenture, all *E*
Debentures authenticated prior to *I* shall bear interest, if
any, from *K*.
3
<PAGE>
SECTION 1.02. The *E* Debentures and the Trustee's
authentication certificate on such Debentures are to be sub-
stantially in the forms following, respectively:
[FORM OF *E* DEBENTURES]
[FRONT]
CONSOLIDATED NATURAL GAS COMPANY
*D*% DEBENTURE DUE *E*
Number $
CONSOLIDATED NATURAL GAS COMPANY, a Delaware corpora-
tion (hereinafter called the "Company"), for value received,
hereby promises to pay to , or regis-
tered assigns, the sum of DOLLARS, at the
principal corporate trust office of Chemical Bank, Trustee
under an Indenture hereinafter mentioned, or its successors as
such Trustee, in the Borough of Manhattan, in The City of New
York, on the day of *E*, in such coin or currency of the United
States of America as at the time of payment shall be legal ten-
der for the payment of public and private debts, and to pay
interest thereon in like coin or currency from the day of *H*
or *H*, as the case may be, to which interest hereon has been
paid next preceding the date hereof, unless the date hereof is
an *H* or an *H* to which interest has been paid, in which case
from the date hereof, or unless the date hereof is prior to the
first payment of interest, in which case from *K* (except that,
so long as there is no existing default in the payment of
interest on the Debentures, if this Debenture was authenticated
by the Trustee after the close of business on the record date,
as defined in said Indenture, for any interest payment date and
prior to such interest payment date, it shall bear interest
from such interest payment date unless the Company shall
default in the payment of interest on such interest payment
date), at the rate of *D*% per annum, payable at said office
semi-annually on the *H* and the *H* in each year, until the
Company's obligation with respect to the payment of such prin-
cipal shall have been discharged. The interest so payable on
any *H* or *H* will, subject to certain exceptions provided in
the Indenture which is referred to on the reverse hereof, be
paid to the person in whose name this Debenture is registered
at the close of business on the *J* preceding such *H* or the
*J* preceding such *H*, as the case may be. Interest may be
paid, at the option of the Company, by check mailed to the
4
<PAGE>
registered holder at his or her address last appearing on the
registration books of the Company.
Reference is hereby made to the further provisions of
this Debenture set forth on the reverse side hereof and such
further provisions shall for all purposes have the same effect
as though fully set forth at this point.
This Debenture shall not be valid or become obliga-
tory for any purpose until it shall have been authenticated by
the certificate, hereon endorsed, of the Trustee under the
Indenture.
IN WITNESS WHEREOF, Consolidated Natural Gas Company
has caused this Debenture to be signed in its corporate name by
its Chairman of the Board, or its President, or one of its
Senior Vice Presidents, or one of its Vice Presidents, manually
or in facsimile, and a facsimile of its corporate seal to be
imprinted or engraved hereon, and attested by the manual or
facsimile signature of its Secretary, or an Assistant
Secretary.
Dated:
CONSOLIDATED NATURAL GAS COMPANY,
By ______________________________
Chairman of the Board
Attest:
By: _____________________________
Secretary
5
<PAGE>
[FORM OF TRUSTEE'S CERTIFICATE]
This is one of the Debentures described in the Inden-
ture and is the Series designated in the *A* Supplemental
Indenture.
CHEMICAL BANK
as Trustee,
By:___________________________________
Authorized Officer
[FORM OF *E* DEBENTURE]
[REVERSE]
CONSOLIDATED NATURAL GAS COMPANY
*D*% DEBENTURE DUE *E*
This Debenture is one of a duly authorized issue of
Debentures of the Company (herein referred to as the "Deben-
tures") of the series hereinafter specified, all issued or to
be issued under and pursuant to an Indenture, dated as of May
1, 1971 (herein referred to as the "Indenture"), duly executed
and delivered between the Company and Chemical Bank (herein
called the "Trustee"), as Trustee, to which Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the rights thereunder of the Trustee, the rights
of the registered holders of the Debentures and of the duties
thereunder of the Trustee and the Company. The Debentures may
be issued for various principal sums and may be issued in
series, which may mature at different times, may bear interest
at different rates and may otherwise vary as in the Indenture
provided. This Debenture is one of a series designated as the
*D*% Debentures Due *E* of the Company (herein referred to as
the "*E* Debentures") issued under the Indenture and described
in an indenture supplemental thereto (herein referred to as the
"*A* Supplemental Indenture"), dated as of *B*, between the
Company and the Trustee.
The rights and obligations of the Company and the
holders of Debentures may be changed and modified at the
request of the Company by an indenture or indentures supplemen-
tal to the Indenture, executed pursuant to the consent in writ-
ing of the holders of at least 66 2/3% in principal amount of
all Debentures then outstanding and of the holders of at least
66 2/3% in principal amount of the Debentures then outstanding
<PAGE>
of any series specifically affected by such change or modifica-
tion, in case one or more, but less than all, of the series of
Debentures then outstanding under the Indenture are so
affected, all in the manner and subject to the limitations set
forth in the Indenture, provided that no such change or modifi-
cation by such supplemental indenture shall extend the maturity
of, or reduce the rate of interest or the redemption premium,
if any, on, or otherwise modify the terms of payment of the
principal or interest or redemption premium, of any Debenture,
without the express consent of the holder of each Debenture so
affected. Any such consent by the holder of this Debenture
(unless effectively revoked as provided in the Indenture) shall
be conclusive and binding upon such holder and upon all future
holders and owners of this Debenture, irrespective of whether
or not any notation of such consent is made upon this
Debenture.
[The *E* Debentures are not redeemable.] *F*
[The *E* Debentures may be redeemed prior to matur-
ity, at the option of the Company, as a whole at any time, or
in part from time to time, and for the Sinking Fund for the *E*
Debentures, on *L* and on any *M* thereafter, upon not less
than thirty days' previous notice given by mail to the regis-
tered holders, all as provided in the Indenture and the *A*
Supplemental Indenture at the Regular Redemption Prices
(expressed in percentages of principal amount) set forth below
if redeemed otherwise than by operation of the provisions of
said Sinking Fund, or at the Sinking Fund Redemption Prices
(expressed in percentages of principal amount) set forth below
if redeemed by the operation of said Sinking Fund, together in
each case with accrued interest to the redemption date:] *F*
<TABLE>
<CAPTION>
[If Redeemed If Redeemed
During During
12-Month 12-Month Sinking
Period Regular Sinking Fund Period Regular Fund
Commencing Redemption Redemption Commencing Redemption Redemption
*M* Prices Prices *M* Prices Prices
<S> <C> <C> <C> <C> <C>
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
2
<PAGE>
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
</TABLE>
[provided, that none of the *E* Debentures may be redeemed at the
option of the Company prior to *L*, if funds for such redemption
are obtained by the Company, directly or indirectly, from or in
anticipation of borrowings at a cost of money to the Company (com-
puted in accordance with generally accepted financial practice) of
less than *D*% per annum.] *O*
[The Company may also, at its option, redeem for the
Sinking Fund, at the applicable redemption price for the Sinking
Fund contained in Section 3.01, up to an additional *Q* principal
amount of the *E* Debentures on *L*, and on each succeeding *M*,
to and including *R*, and such additional retirements may operate
to reduce the principal amount of the *E* Debentures required to
be redeemed on any succeeding *M* for the Sinking Fund. Such
optional right to redeem *E* Debentures shall not be cumulative
and to the extent not exercised on any such *M* will terminate.]
*P*
In case a default, as defined in the Indenture, shall
occur, the principal of all the Debentures then outstanding may
be declared due and payable in the manner and with the effect
provided in the Indenture. The Indenture provides that such dec-
laration may in certain events be rescinded by the holders of a
majority in principal amount of all Debentures then outstanding.
This Debenture is transferable as prescribed in the
Indenture by the registered holder in person, or by his duly
authorized attorney, at the principal corporate trust office of
the Trustee in said Borough of Manhattan, upon surrender and can-
cellation of this Debenture, and, thereupon, a new *E* Debenture
or Debentures, of authorized denominations, for a like aggregate
principal amount, will be issued to the transferee in exchange
therefor as provided in the Indenture. No service charge shall
3
<PAGE>
be made for any such transfer, but the Company may require pay-
ment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto. Subject to the
foregoing provisions as to the person entitled to receive payment
of interest hereon, the Company and the Trustee may deem and
treat the person in whose name this Debenture is registered as
the absolute owner hereof for the purpose of receiving payment of
or on account of the principal, redemption premium, if any, and
interest due hereon and for all other purposes.
The *E* Debentures are issuable as registered Deben-
tures without coupons in the denominations of $1,000 and any mul-
tiple thereof authorized by the Board of Directors. The *E*
Debentures may be exchanged without payment of a service charge
for a like aggregate principal amount of *E* Debentures of other
authorized denominations at the principal corporate trust office
of the Trustee and in the manner and subject to the limitations
provided in the Indenture.
If any or all of the Debentures of any series are to be
redeemed, the Company shall not be required (i) to register the
transfer of, or exchange, any Debenture of such series during a
period beginning at the opening of business 15 days before the
day of mailing of the notice of redemption and ending at the
close of business on such day, (ii) to register the transfer of,
or exchange, any Debenture which has been called for redemption
in whole, or the called portion of any Debenture which has been
called for redemption in part, (iii) to register the transfer of,
or exchange, the uncalled portion of any Debenture which has been
selected for redemption in part, in the absence of instructions
from the holder thereof authorizing the Company to retain for
redemption on the redemption date the portion of such Debenture
representing the principal amount which has been selected for
redemption, together with instructions for the registration and
delivery of the new Debenture to be issued for the principal
amount which has not been selected for redemption, or (iv) to
register the transfer of, or exchange, after the close of busi-
ness on any record date, as defined in the Indenture, any Deben-
ture which has been selected for redemption in whole or in part
if the date fixed for such redemption shall fall within the
period subsequent to such record date to and including the inter-
est payment date next following such record date.
No recourse shall be had for the payment of the princi-
pal of, or the interest on, or the premium, if any, on this
Debenture, or any part thereof, or for any claim based hereon or
otherwise in respect hereof or of the indebtedness represented
4
<PAGE>
hereby, or based on any obligation, covenant or agreement of the
Indenture, or the *A* Supplemental Indenture, against any incor-
porator, stockholder, officer or director, as such, past, present
or future, of the Company or of any successor corporation (either
directly or through the Company or any such successor corpora-
tion), whether by virtue of any constitutional provision, statute
or rule of law, or by the enforcement of any assessment or pen-
alty or otherwise, all liability, if any, of that character
against every such incorporator, stockholder, officer and direc-
tor being by the acceptance hereof, and as part of the considera-
tion for the issue hereof, expressly waived and released.
[END OF FORM OF *E* DEBENTURE]
ARTICLE TWO.
ISSUE OF *E* DEBENTURES.
SECTION 2.01. Upon receipt by the Trustee of the items
specified in Section 4.03 of the Indenture, *E* Debentures for
the aggregate principal amount of *C* may forthwith be executed
by the Company and delivered to the Trustee and shall be authen-
ticated by the Trustee and delivered to or upon the order of the
Company signed by its Chairman of the Board, or its President, or
a Senior Vice President, or a Vice President and by its Trea-
surer, or an Assistant Treasurer.
ARTICLE THREE.
REDEMPTION AND SINKING FUND -- *E* DEBENTURES.
SECTION 3.01. [The *E* Debentures are not redeemable]
*F* [The *E* Debentures may be redeemed prior to maturity in the
manner provided in Article Five of the Indenture, as a whole at
any time or in part from time to time at the option of the Com-
pany at the redemption prices (expressed in percentages of prin-
cipal amount) set forth in the tabulation below under the heading
"Regular Redemption Prices" and for the Sinking Fund provided for
in Section 3.02 of this *A* Supplemental Indenture on *L* and on
any *M* thereafter at the redemption prices (expressed in per-
centages of principal amount) set forth in the tabulation below
under the heading "Sinking Fund Redemption Prices," in each case
plus interest accrued and unpaid thereon to the date fixed for
such redemption:
5
<PAGE>
<TABLE>
<CAPTION>
If Redeemed If Redeemed
During During
12-Month 12-Month
Period Regular Sinking Fund Period Regular Sinking Fund
Commencing Redemption Redemption Commencing Redemption Redemption
*M* Prices Prices *M* Prices Prices
<S> <C> <C> <C> <C> <C>
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
*T*...... *U* *U* *T*...... *U* *U*
</TABLE>
[provided, that none of the *E* Debentures may be redeemed at
the option of the Company prior to *L*, if funds for such
redemption are obtained by the Company, directly or indirectly,
from or in anticipation of borrowings at a cost of money to the
Company (computed in accordance with generally accepted finan-
cial practice) of less than *D*% per annum.] *O*
The foregoing redemption prices and terms shall be
set forth in each definitive Debenture of the *E* Debentures
prior to the execution and authentication thereof.] *N* *P*
SECTION 3.02. [The *E* Debentures are not subject to
redemption through a sinking fund.] *F* [The Company will, as
long as any of the *E* Debentures shall be outstanding and
shall not have become due, redeem for the Sinking Fund, at the
applicable redemption price specified for the Sinking Fund in
Section 3.01 of this *A* Supplemental Indenture, on *L*, and on
6
<PAGE>
each succeeding *M*, to and including *R*, *S* principal amount
of *E* Debentures.
In addition, the Company may, at its option, redeem
for the Sinking Fund, at the applicable redemption price speci-
fied for the Sinking Funds in Section 3.01, up to an additional
*Q* principal amount of the *E* Debentures on *L*, and each
succeeding *M*, to and including *R*. Such optional right to
redeem *E* Debentures shall not be cumulative and to the extent
not exercised on any such *M* will terminate.
The Company shall have the right to anticipate at any
time, or from time to time, all or any part of any one of more
of the mandatory Sinking Fund installments by delivering *E*
Debentures to the Trustee or by applying as a credit upon such
installment any *E* Debentures previously redeemed by the Com-
pany at its option in accordance with the provisions of Section
3.01 of this *A* Supplemental Indenture or previously redeemed
at its option for the Sinking Fund in accordance with the pro-
visions of the Second paragraph of this Section 3.02 of this
*A* Supplemental Indenture.
Whenever the Company shall deliver to the Trustee *E*
Debentures for account of the mandatory Sinking Fund, or shall
apply as a credit upon any mandatory Sinking Fund installment
any *E* Debentures previously redeemed by the Company at its
option pursuant to Section 3.01 of this *A* Supplemental Inden-
ture or previously redeemed at its option for the Sinking Fund
in accordance with the provisions of Section 3.02 of this *A*
Supplemental Indenture, the Company shall file with the Trustee
an Officers' Certificate stating that the *E* Debentures so
delivered or so redeemed are to be credited upon a specified
Sinking Fund installment or installments, and that none of such
*E* Debentures has theretofore been applied as a credit upon
any mandatory Sinking Fund installment.
Whenever the Company shall call *E* Debentures for
redemption for the Sinking Fund pursuant to the first paragraph
of this Section 3.02, the Company shall file an Officers' Cer-
tificate with the trustee stating the principal amount of *E*
Debentures so called for redemption, and the redemption date
and specifying the Sinking Fund installment or installments
with respect to which such call is made.] *N* *P*
7
<PAGE>
ARTICLE FOUR.
PARTICULAR COVENANT OF THE COMPANY.
SECTION 4.01. Section 6.08 of the Indenture is sup-
plemented by adding the following thereto prior to the last
paragraph thereof:
"So long as any of the *E* Debentures are
outstanding, the Company will not declare or pay
any dividend or make any other distribution upon
any of its capital stock or purchase or redeem or
otherwise acquire for the consideration any of its
capital stock (excluding from such restriction and
from the calculation in this Section 6.08 divi-
dends paid in capital stock and capital stock pur-
chased, redeemed or otherwise acquired to the
extent that it was so acquired in exchange for or
with the proceeds of the issue of other capital
stock) if, after giving effect to such dividend,
distribution, purchase, redemption or other acqui-
sition, the cumulative aggregate amount of all
dividends and distributions declared or paid on
its capital stock and the amount paid for the pur-
chase, redemption or acquisition of its capital
stock subsequent to December 31, 19*T* by the Com-
pany exceeds the amount of the consolidated net
income available for dividends after December 31,
19*T*, plus $*U*, plus such additional amounts as
shall, upon application by the Company, be autho-
rized or approved by the Securities and Exchange
Commission, or by any successor commission or
authority administering the Public Utility Holding
Company Act of 1935.
"In the case of any consolidation or merger
of the Company with or into any other corporation
or the transfer of all or substantially all of the
assets of the Company as an entirety to another
corporation, as permitted by Article Thirteen, the
foregoing covenant shall apply, from and after the
effective date, to the Successor Corporation so
that, so long as any of the *E* Debentures are
outstanding, the Successor Corporation will not
declare or pay any dividend or make any other dis-
tribution upon any of its capital stock or
8
<PAGE>
purchase or redeem or otherwise acquire for a
consideration any of its capital stock (excluding
from such restriction and from the calculation in
this Section 6.08 dividends paid in capital stock
and capital stock purchased, redeemed or otherwise
acquired to the extent that it was so acquired in
exchange for or with the proceeds of the issue of
other capital stock) if, after giving effect to
such dividend, distribution, purchase, redemption
or other acquisition, the cumulative aggregate
amount of all dividends and distributions declared
or paid on its capital stock and the amount paid
for the purchase, redemption or acquisition of its
capital stock by the Company subsequent to Decem-
ber 31, 19*T*, and prior to the effective date,
and by the Successor Corporation after the effec-
tive date, exceeds the amount of consolidated net
income available for dividends of the Company and
its subsidiaries after December 31, 19*T*, and
prior to the effective date, plus the amount of
the consolidated net income available for divi-
dends of the Successor Corporation and its subsid-
iaries after the effective date, plus $*U*, plus
such additional amounts as shall, upon application
by the Company, or by any Successor Corporation,
be authorized or approved by the Securities and
Exchange Commission, or by any successor commis-
sion or authority administering the Public Utility
Holding Company Act of 1935."
ARTICLE FIVE.
CONCERNING THE TRUSTEE.
SECTION 5.01. The Trustee accepts the trusts hereby
declared and provided and agrees to perform the same upon the
terms and conditions of the Indenture set forth.
Subject to the provisions of Article Ten of the
Indenture, the Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity, enforceability or
sufficiency of this *A* Supplemental Indenture, or the due exe-
cution hereof by the Company, or for or in respect to the
recitals contained herein, all of which recitals are made by
the Company solely. In general, each and every term and condi-
tion contained in Article Ten of the Indenture shall apply to
9
<PAGE>
this *A* Supplemental Indenture with the same force and effect
as if the same were herein set forth in full, with such omis-
sions, variations and modifications thereof as may be appropri-
ate to make the same conform to this *A* Supplemental
Indenture.
ARTICLE SIX.
MISCELLANEOUS PROVISIONS.
SECTION 6.01. All the terms used in this *A* Supple-
mental Indenture which are defined in the Indenture shall have
the meanings specified in the Indenture, unless the context of
this *A* Supplemental Indenture otherwise requires.
SECTION 6.02. This *A* Supplemental Indenture may be
executed in any number of counterparts, each of which so exe-
cuted shall be deemed to be an original, but all such counter-
parts shall together constitute but one and the same
instrument.
SECTION 6.03. This *A* Supplemental Indenture and
each *E* Debenture shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall
be construed in accordance therewith.
10
<PAGE>
IN WITNESS WHEREOF, said Consolidated Natural Gas
Company has caused this *A* Supplemental Indenture to be exe-
cuted in its corporate name by its Chairman of the Board, or
its President, or one of its Vice Presidents and its corporate
seal to be hereunto affixed and to be attested by its Secre-
tary, or an Assistant Secretary, and said Chemical Bank has
caused this *A* Supplemental Indenture to be executed in its
corporate name by its President, or one of its Vice Presidents,
or one of its Assistant Vice Presidents and its corporate seal
to be hereunto affixed and to be attested by one of its Trust
Officers, all as of *B*.
CONSOLIDATED NATURAL GAS COMPANY,
By
Executive Vice President.
Attest
[CORPORATE SEAL]
Secretary.
CHEMICAL BANK
By
Assistant Vice President.
Attest:
[CORPORATE SEAL]
Trust Officer.
11
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of , in the year ,
before me personally came , to me known, who,
being by me duly sworn, did depose and say that he resides at
, ; that he is a
of CONSOLIDATED NATURAL GAS COMPANY, one of the corporations
described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to
said instrument bearing the corporate name of said corporation
is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation; and that he signed his
name thereto by like order.
[NOTARIAL SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the day of , in the year ,
before me personally came , to me known, who, being
by me duly sworn, did depose and say that he resides at
, ; that he is a of
CHEMICAL BANK one of the corporations described in and which
executed the foregoing instrument; that he knows the seal of
said corporation; that the seal affixed to said instrument
bearing the name of said corporation is such corporate seal;
that it was so affixed by authority of the Board of Directors
of said corporation; and that he signed his name thereto by
like authority.
[NOTARIAL SEAL]
12
<PAGE>
LEGEND
The following descriptions correspond to the dates,
amounts and other information not contained in this Form of
Supplemental Indenture, and are to be determined as appropriate
for the series of debentures created under the designed Supple-
mental Indenture.
*A* Insert applicable number of the Supplemental Indenture.
*B* Insert applicable date of the Supplemental Indenture.
*C* Insert principal amount authorized by applicable Supple-
mental Indenture.
*D* Insert applicable interest rate.
*E* Insert applicable maturity date of series.
*F* Bracketed information to be included or deleted based on
the provisions of the Debentures.
*G* Insert applicable information concerning preceding Sup-
plemental Indentures.
*H* Insert applicable interest payment dates.
*I* Insert first interest payment date.
*J* Insert applicable record dates.
*K* Insert initial applicable authentication date.
*L* Insert applicable date for the first sinking fund redemp-
tion including year, month and day.
*M* Insert appropriate month, day and/or year.
*N* Delete or revise to reflect actual redemption provisions,
if any.
*O* Delete or revise provision to reflect actual refunding
protection, if any.
*P* Delete or revise to reflect actual sinking fund provi-
sions, if any.
*Q* Insert applicable principal amount.
*R* Insert applicable date of final sinking fund redemption.
<PAGE>
*S* Insert applicable principal amount.
*T* Insert applicable year.
*U* Insert applicable amount.
2
EXHIBIT 5
March 9, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company
...% Debentures Due ...
Dear Sirs:
This opinion is rendered in connection with the pro-
posed issue and sale, by Consolidated Natural Gas Company
("Consolidated") of up to $400,000,000 principal amount
of its ...% Debentures Due ... ("Debentures") from time
to time, in one or more series, as described in Consoli-
dated's registration statement on Form S-3, which Regis-
tration Statement is also a post-effective amendment to
registration statement no. 33-49469 ("Registration State-
ment"), including the prospectus constituting a part
thereof, to be filed under the Securities Act of 1933
simultaneously herewith with the Securities and Exchange
Commission ("SEC").
As counsel for Consolidated, we have examined, among
other things, the following: the certificate of incorpo-
ration and by-laws of Consolidated; the declaration on
Form U-1, as amended, at SEC File No. 70-8167 ("Declara-
tion"); the Registration Statement to which this opinion
is an exhibit; the exhibits to the Declaration and Regis-
tration Statement, including the form of supplemental
indenture ("Supplemental Indenture") to the Indenture,
dated as of May 1, 1971, between Consolidated and Chemi-
cal Bank, as Trustee, under which the Debentures are to
be issued; and the corporate records and proceedings
relating to the issue and sale of such Debentures.
In our opinion, when
<PAGE>
(1) the SEC shall have permitted said Declaration
and Registration Statement to become effective
and
(2) the Pricing Committee of the Board of Directors
of Consolidated shall have determined the prin-
cipal amount of Debentures to be offered and
approved the terms and conditions of the sale of
the Debentures in the manner contemplated by the
Registration Statement,
said Debentures will be duly authorized and, upon the execu-
tion, authentication, issuance and delivery thereof and payment
therefor, as contemplated by the Registration Statement, the
Debentures will be legally issued and validly outstanding and
will be binding obligations of Consolidated, in accordance with
their terms and the terms of the Supplemental Indenture under
which the Debentures are to be issued.
We hereby consent to the use of our names under the
heading "Legal Opinions" in the prospectus constituting a part
of the Registration Statement, and any amendments or supple-
ments thereto, and to the use of this opinion as an exhibit to
the Registration Statement. We also hereby consent to the
statement in Note 15 of the Notes to the Financial Statements
in Consolidated's Annual Report on Form 10-K for the year ended
December 31, 1992, to the effect that the ultimate liability
arising from the claims and suits pending against Consolidat-
ed's subsidiary companies will not have a material effect on
Consolidated's financial position or results of operations.
Very truly yours,
/s/ Stephen E. Williams
Stephen E. Williams
Senior Vice President and
General Counsel
/s/ N. F. Chandler
N. F. Chandler
Attorney
2
EXHIBIT 24(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in the Prospectus constituting part of this Registration State-
ment on Form S-3 of our report dated February 17, 1993 appear-
ing on page 48 of Consolidated Natural Gas Company's Annual
Report on Form 10-K for the year ended December 31, 1992. We
also consent to the reference to us under the heading "Experts"
in such Prospectus.
PRICE WATERHOUSE
600 Grant Street
Pittsburgh, Pennsylvania 15219
March 9, 1994
EXHIBIT 24(B)
[Letterhead of Ralph E. Davis Associates, Inc.]
March 9, 1994
CONSENT OF INDEPENDENT GEOLOGISTS
We hereby consent to the incorporation by reference
into (i) the Registration Statement on Form S-3 to be filed on
or about this date with the Securities and Exchange Commission,
relating to the registration, pursuant to the requirements of
the Securities Act of 1933, as amended, of $400,000,000 princi-
pal amount of debentures of Consolidated Natural Gas Company
and (ii) the prospectus relating to such Registration State-
ment, of our estimates of company-owned oil and gas reserves
and total gas supply contained in Consolidated Natural Gas Com-
pany's Annual Report on Form 10-K for the year ended
December 31, 1992. We also consent to any reference to us
under the heading "EXPERTS" as to the matters and to the extent
set forth in the prospectus and in Part II of the Registration
Statement, and to the filing of this Consent as an exhibit to
said Registration Statement.
We further wish to advise that we were not employed
on a contingent basis and that at the time of the preparation
of our report, as well as at present, neither Ralph E. Davis
Associates, Inc., nor any of its employees had, or now has, a
substantial interest in Consolidated Natural Gas Company, or
any of its subsidiaries, as a holder of its securities, pro-
moter, underwriter, voting trustee, director, officer, or
employee of the said registrant, Consolidated Natural Gas
Company.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Thomas N. Sudderth
President
EXHIBIT 24(C)
[Letterhead of John T. Boyd Company
Mining and Geological Engineers]
March 9, 1994
CONSENT
We hereby consent to the incorporation by reference
into (i) the Registration Statement on Form S-3 to be filed on
or about this date with the Securities and Exchange Commission,
relating to the registration, pursuant to the requirements of
the Securities Act of 1933, as amended, of $400,000,000 princi-
pal amount of debentures of Consolidated Natural Gas Company
and (ii) the prospectuses relating to such Registration State-
ment, of estimates of company-owned raw coal reserves included
in Consolidated Natural Gas Company's Annual Report on Form
10-K for the year ended December 31, 1992. We consent also to
any reference to us under the heading "EXPERTS" as to the mat-
ters and to the extent set forth in the prospectus and in Part
II of the Registration Statement, and to the filing of this
Consent as an exhibit to said Registration Statement.
We further wish to advise that we were not employed
on a contingent basis and that at the time of the preparation
of our report, as well as at present, neither John T. Boyd Com-
pany, nor any of its employees had, or now has, a substantial
interest in Consolidated Natural Gas Company, or any of its
subsidiaries, as a holder of its securities, promoter, under-
writer, voting trustee, director, officer, or employee of the
said registrant, Consolidated Natural Gas Company.
JOHN T. BOYD COMPANY
/s/ James W. Boyd
President
EXHIBIT 25
POWER OF ATTORNEY
For Registration Statement of
Consolidated Natural Gas Company
KNOW ALL MEN BY THESE PRESENTS, That each of the
undersigned directors and officers of CONSOLIDATED NATURAL GAS
COMPANY, a Delaware corporation (the "Company"), which proposes
to file with the Securities and Exchange Commission, Washing-
ton, DC, ("SEC") under the provisions of the Securities Act of
1933, as amended (the "Act"), a registration statement or
statements ("Registration Statement") for the registration
under said Act of up to an aggregate of $400,000,000 principal
amount of senior unsecured debt securities, hereby constitutes
and appoints George A. Davidson, Jr. and L. D. Johnson, his or
her true and lawful attorneys-in-fact and agents, and each of
them with full power to act without the other his or her true
and lawful attorney-in-fact and agent, for him or her and in
his or her name, place and stead, in any and all capacities to
sign the Registration Statement and any and all amendments
thereto, and to file the same with all exhibits thereto and any
and all other documents in connection therewith, with the SEC,
hereby granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform any
and all acts and things requested and necessary to be done in
and about the premises as fully and to all intents and purposes
as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto set
their hands and seals this 9th day of March, 1994.
/s/ J.W. Connolly /s/ Steven A. Minter
J.W. Connolly, Director Steven A. Minter, Director
/s/ George A. Davidson, Jr. /s/ Walter R. Peirson
George A. Davidson, Jr., Walter R. Peirson, Director
Chairman of the Board, Chief
Executive Officer and Director
/s/ L. D. Johnson /s/ Richard P. Simmons
L. D. Johnson, Executive Vice Richard P. Simmons, Director
President and Chief Financial
Officer and Director
/s/ Paul E. Lego /s/ A. A. Sommer, Jr.
Paul E. Lego, Director A. A. Sommer, Jr., Director
/s/ Theodore Levitt /s/ Lois Wyse
Theodore Levitt, Director Lois Wyse, Director
/s/ S. R. McGreevy
S. R. McGreevy, Vice President,
Accounting and Financial Control
EXHIBIT 26
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
______________________________________
CHEMICAL BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
Consolidated Natural Gas Company
(Exact name of obligor as specified in its charter)
Delaware 13-0596475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
(Address of principal executive offices) (Zip Code)
___________________________________________
Debentures
(Title of the indenture securities)
_____________________________________________________
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551 and Federal Reserve Bank of New York, District No. 2,
33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1
to Form T-1 filed in connection with Registration Statement No. 33-50010,
which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4
to Form T-1 filed in connection with Registration Statement No. 33-46892,
which is incorporated by reference).
6. The consent of the Trustee required by Section 321(b) of the
Act (see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or
examining authority.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, Chemical Bank, a corporation organized and existing under the laws
of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of New York and State of New York, on the 25th day of February,
1994.
CHEMICAL BANK
By /s/ T. C. Knight
T. C. Knight
Assistant Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1993, published in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................. $ 4,371
Interest-bearing balances ......................... 5,829
Securities ............................................. 21,834
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ................................ 2,125
Securities purchased under agreements to resell ... 900
Loans and lease financing receivables:
Loans and leases, net of unearned income $60,826
Less: Allowance for loan and lease losses 2,326
Less: Allocated transfer risk reserve ... 121
Loans and leases, net of unearned income,
allowance, and reserve ............................ 58,379
Assets held in trading accounts ........................ 8,556
Premises and fixed assets (including capitalized
leases)................................................. 1,238
Other real estate owned ................................ 713
Investments in unconsolidated subsidiaries and
associated companies.................................... 112
Customer's liability to this bank on acceptance
outstanding ............................................ 1,063
Intangible assets ...................................... 526
Other assets ........................................... 9,864
TOTAL ASSETS ........................................... $115,510
=========
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LIABILITIES
Deposits
In domestic offices ................................ $51,611
Noninterest-bearing .........................$19,050
Interest-bearing ............................ 32,561
In foreign offices, Edge and Agreement subsidiaries,
and IBF's .......................................... 24,886
Noninterest-bearing .........................$ 136
Interest-bearing ............................ 24,750
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ............................ 8,496
Securities sold under agreements to repurchase ..... 514
Demand notes issued to the U.S. Treasury ................ 1,501
Other Borrowed money .................................... 8,538
Mortgage indebtedness and obligations under capitalized
leases ............................................. 20
Bank's liability on acceptances executed and outstanding 1,084
Subordinated notes and debentures ....................... 3,500
Other liabilities ....................................... 7,419
TOTAL LIABILITIES ....................................... 107,569
EQUITY CAPITAL
Common stock ............................................ 620
Surplus ................................................. 4,501
Undivided profits and capital reserves .................. 2,663
Less: Net unrealized loss on marketable equity
securities........................................ (159)
Cumulative foreign currency translation adjustments ..... (2)
TOTAL EQUITY CAPITAL .................................... 7,941
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ........................... $115,510
==========
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition is true and correct to the best of my knowledge
and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this statement of resources and liabilities. We
declare that it has been examined by us, and to the best
of our knowledge and belief has been prepared in confor-
mance with the instructions and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )
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