<PAGE> 1
File Number 70-8415
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
FORM U-1
APPLICATION-DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
and its subsidiary companies:
CNG COAL COMPANY CONSOLIDATED NATURAL GAS
CNG ENERGY SERVICES CORPORATION SERVICE COMPANY, INC.
CNG PRODUCING COMPANY CONSOLIDATED SYSTEM LNG COMPANY
and its subsidiary company HOPE GAS, INC.
CNG PIPELINE COMPANY THE EAST OHIO GAS COMPANY
CNG RESEARCH COMPANY THE PEOPLES NATURAL GAS COMPANY
CNG STORAGE SERVICE COMPANY VIRGINIA NATURAL GAS, INC.
CNG TRANSMISSION CORPORATION WEST OHIO GAS COMPANY
Consolidated Natural Gas Company,
a registered holding company,
is the parent of the other parties.
Names and addresses of agents for service:
STEPHEN E. WILLIAMS, Senior Vice N. F. CHANDLER, General Attorney
President and General Counsel Consolidated Natural Gas Service
Consolidated Natural Gas Company Company, Inc.
CNG Research Company CNG Tower
Consolidated System LNG Company 625 Liberty Avenue
CNG Tower Pittsburgh, PA 15222-3199
625 Liberty Avenue
Pittsburgh, PA 15222-3199 CORY, MEREDITH, WITTER, ROUSH & CHENEY
Counsel for West Ohio Gas
H. E. BROWN, Vice President and Company
General Counsel P.O. Box 1217
CNG Transmission Corporation Lima, OH 45802-1217
CNG Storage Service Company
445 West Main Street W. P. BOSWELL, Vice President,
Clarksburg, WV 26301 Secretary and General Counsel
The Peoples Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
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File Number 70-8415
Names and addresses of agents for service: (Continued)
D. M. JOHNS, JR., Secretary and K. R. LONG, Vice President
General Counsel and General Counsel
CNG Producing Company The East Ohio Gas Company
CNG Coal Company 1717 East Ninth Street
CNG Pipeline Company Cleveland, OH 44114-0759
CNG Tower
1450 Poydras Street D. A. FICKENSCHER, Vice President,
New Orleans, LA 70112-6000 Secretary and General Counsel
Virginia Natural Gas, Inc.
J. A. CRITTENDEN, Secretary 5100 East Virginia Beach
CNG Energy Services Corporation Boulevard
One Park Ridge Center Norfolk, VA 23502-3488
P. O. Box 15746
Pittsburgh, PA 15244-0746
MARC HALBRITTER, Secretary and
General Counsel
Hope Gas, Inc.
P.O. Box 2868
Clarksburg, WV 26301-2868
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File Number 70-8415
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
FORM U-1
APPLICATION-DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Consolidated and the other joint parties to this filing hereby amend their
Form U-1 under File No. 70-8415 as follows. All defined terms herein have the
same meaning as defined in earlier filings in this proceeding.
The Commission, in its order dated June 27, 1994, HCAR No. 26072, in this
proceeding retained jurisdiction over (i) Consolidated's acquisition of VNG's
common stock, (ii) VNG's issuance of notes in connection with open account
advances in excess of $50,000,000 [or to be made] during the period April 1,
1995 through June 30, 1995, and (iii) all long-term debt financing between
Consolidated and VNG, pending further authorization from the VSCC (Virginia
State Corporation Commission) and completion of the record in this matter. It
is noted that the language within the brackets in the foregoing sentence is not
in the Commission's June 27, 1994 order but was in the request for retention of
jurisdiction (which was based on the extent of the prior VSCC order) on page 14
of the original Form U-1 filed on April 29, 1994.
On January 13, 1995, the VSCC issued an order under the Affiliate Act of
Virginia authorizing VNG to (i) obtain up to $100,000,000 in open account
advances from the CNG System Money Pool during the period April 1. 1995 through
June 30, 1997, (ii) to issue and sell up to $24,900,000 in long-term notes to
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Consolidated on or before June 30, 1997 and (iii) to issue and sell up to
$53,400,000 of its common stock to Consolidated on or before June 30, 1997. A
copy of the VSCC order is flied herewith as Exhibit D-1.
The above described VSCC order completes the record with respect to the
financing request involving VNG. Accordingly, request is hereby made for a
supplemental order of the Commission removing reservation of jurisdiction with
respect to the request for financing of VNG made in the Application-
Declaration, provided that of the $60,000,000 aggregate amount of financing
requested therein no more than $24,900,000 shall be in the form of long-term
debt to Consolidated and no more than $53,400,000 shall be in the form of sales
of common stock to Consolidated. To the extent necessary to complete the
record in this proceeding, request is made for continuation of retention of
jurisdiction over amounts of VNG long-term debt financing in excess of
$24,900,000 and VNG common stock sale in excess of $53,400,000.
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibit is filed as part of this statement:
(a) Exhibits
________
D-1 Application of Virginia Natural Gas, Inc.
and Consolidated Natural Gas Company filed
with the Virginia State Corporation Commission
on November 17, 1994
D-2 Order dated January 13, 1995 of the Virginia
State Corporation Commission to Virginia Natural
Gas, Inc. and Consolidated Natural Gas Company
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SIGNATURES
__________
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this amendment to be signed on
their behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
CNG COAL COMPANY
CNG GAS SERVICES CORPORATION
CNG PRODUCING COMPANY
CNG PIPELINE COMPANY
CNG RESEARCH COMPANY
CNG STORAGE SERVICE COMPANY
CNG TRANSMISSION CORPORATION
CONSOLIDATED NATURAL GAS SERVICE
COMPANY, INC.
CONSOLIDATED SYSTEM LNG COMPANY
HOPE GAS, INC.
THE EAST OHIO GAS COMPANY
THE PEOPLES NATURAL GAS COMPANY
VIRGINIA NATURAL GAS, INC.
WEST OHIO GAS COMPANY
By N. F. Chandler, Their Attorney
Dated: March 24, 1995
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Exhibit D-1
VIRGINIA:
BEFORE THE STATE CORPORATION COMMISSION
APPLICATION )
)
OF )
) CASE NO. PUF94____
)
VIRGINIA NATURAL GAS, INC. and )
CONSOLIDATED NATURAL GAS COMPANY )
APPLICATION FOR AUTHORIZATION OF
FINANCING UNDER THE CONSOLIDATED NATURAL GAS COMPANY
SYSTEM MONEY POOL AND
ISSUANCE OF COMMON STOCK & LONG-TERM DEBT
Virginia Natural Gas, Inc. (the Company), 5100 East Virginia Beach Blvd.,
Norfolk, Virginia 23502, respectfully shows:
1. As part of its overall financing program, the Company is requesting
authorization to continue and to amend its participation in the Consolidated
Natural Gas (CNG) System Money Pool (Money Pool), to issue and sell to CNG
common stock in an amount not to exceed $53.4 million and to sell to CNG long-
term notes in an amount not to exceed $24.9 million. The notes issued and sold
to CNG shall mature over a period of time not to exceed 30 (thirty) years. The
interest rate on such note(s) shall be determined in accordance with rules set
forth in CNG's 1994 "Application Declaration under the Public Utility Holding
Company Act of 1935" on SEC Form U-1 (File No. 70-8415).
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2. The Company was initially granted authorization to participate in the
Money Pool in Case No. PUA890047, said Order being issued by the Commission on
October 31, 1989. The Company has subsequently been authorized to extend its
participation in the Consolidated Natural Gas Company (CNG) System Money Pool
in Case No. PUA900031 through June 30, 1991, in Case no. PUF910021 through June
30, 1992, and in Case No. PUF920020 through March 31, 1995. In Case No.
PUF920020, the Commission granted the Company authorization to borrow up to
$50,000,000 through the CNG System Money Pool through March 31, 1995. The
Company is now requesting the Commission's approval to raise this ceiling
amount to $100,000,000, a level sufficient to cover the Company's working
capital needs as it continues its current rate of growth in its service
territory. Participation in the Money Pool will allow the Company to borrow at
the favorable rates of interest available to CNG. Further, it gives the
Company's management flexibility to finance its permanent capital requirements
when favorable capital market conditions exist.
3. The Company is requesting the extension of its authority to
participate in the Money Pool for the period April 1, 1995 through June 30,
1997. This authorization will allow the Company to plan for and meet future
working capital requirements. CNG has filed with the Securities and Exchange
Commission, Form U-1 (File No. 70-8415), Exhibit C) for authorization of its
financing program, including the Money Pool, for the period July 1, 1994
through June 30, 1995, and such filing is included in this application.
4. The Company is also requesting the issuance of common stock not to
exceed $53.4 million and the sale of long-term notes not to exceed $24.9
million. The purchase price of the common stock will be set at the book value
per share of the Company's then outstanding common stock, determined on the
basis of the most recently available unaudited financial statement. This
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financing will be utilized to reduce borrowings under the CNG System Money
Pool, to fund major capital distribution system improvement projects that are
being constructed, to pay other obligations of the Company or to accomplish the
Company's other public utility purposes, including construction completion,
extension or improvement of facilities and improvement and maintenance of
service.
The Company currently plans to undertake this permanent financing on
or before June 30, 1997. The timing of the financing within this period will
depend upon completion dates and ultimate cost of major capital improvement
projects, as well as other considerations including overall capital spending
levels.
5. Because the proposed transactions will be private transactions,
expenses relating to the proposed financing program will be deminimis and will
be borne by the Companies.
6. Submitted as Exhibit A to, and made a part of this Application, are
the Company's Condensed Financial Statements dated as of September 30, 1994,
showing the Balance Sheet at such date and the Statements of Income and cash
Flows for the twelve months then ended.
7. Submitted as Exhibit B to, and made a part of, this Application is a
Financing Summary relating to this proposed financing program in the form
prescribed by the Commission with the required schedules attached.
8. Submitted as Exhibit C, and made a part of this Application, is CNG's
Form U-1 that has been filed with the Securities and Exchange Commission for
authorization of CNG's financing program for the period July 1, 1994 through
June 30, 1995 (File No. 70-8415).
9. The proposed transaction is in the public interest for the reasons
stated in this Application.
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10. CNG, is an "affiliated interest" of the Company, within the meaning
of Chapter 4 of Title 56 of the Code of Virginia of 1950, as amended (the
Code). CNG joins in this Application for purposes of the approval sought under
Chapter 4, Title 56 of the Code.
11. The Commission has jurisdiction of this matter under Chapters 3 and
4, Title 56 of the Code.
THE COMPANY, therefore, asks that an Order be entered granting authority
under Chapters 3 and 4 of Title 56 of the Code of Virginia of 1950, as amended,
for the proposed financing under the CNG System Money Pool and to issue and
sell to (CNG) common stock in an amount not to exceed $53.4 million and issue
long-term debt notes not to exceed $24.9 million, the accounting treatment
therefor and granting all other requisite authority for the consummation of the
transactions as herein proposed.
DATED:
VIRGINIA NATURAL GAS, INC.
Walter R. Hunter
By_____________________________
Walter R. Hunter
Vice President and Treasurer
CONSOLIDATED NATURAL GAS COMPANY
Lester D. Johnson
By_____________________________
Lester D. Johnson
Executive Vice President and
Chief Financial Officer
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COMMONWEALTH OF VIRGINIA:
CITY OF VIRGINIA BEACH:
I, Carol S. Browne, a Notary Public in and for the Commonwealth and City
aforesaid, hereby certify that this day appeared before me, Walter R. Hunter,
who being duly sworn, made oath and said that he is Vice President and
Treasurer of Virginia Natural Gas, Inc. and duly authorized to execute the
above application and that the facts stated therein are true to the best of his
knowledge and belief.
Given under my hand and notarized seal this 17 day of November, 1994.
Carol S. Brown
__________________________
Carol S. Browne
Notary Public
My commission expires: 8/31/95
COMMONWEALTH OF VIRGINIA:
CITY OF VIRGINIA BEACH:
I, Carol S. Browne, a Notary Public in and for the Commonwealth and city
aforesaid, hereby certify that this day appeared before me, Lester D. Johnson,
who being duly sworn, made oath and said that he is Executive Vice President
and Chief Financial Officer of Consolidated Natural Gas Company and duly
authorized to execute the above application and that the facts stated therein
are true to the best of his knowledge and belief.
Given under my hand and notarized seal this 17 day of November, 1994.
Carol Brown
_____________________________
Carol Browne
Notary Public
My commission expires: 8/31/95
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Exhibit D-2
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, January 13, 1995
APPLICATION OF
VIRGINIA NATURAL GAS, INC.
CASE NO. PUF940035
AND
CONSOLIDATED NATURAL GAS COMPANY
For authority to issue short-term
debt, long-term debt, and common
stock to an affiliate
ORDER GRANTING AUTHORITY
________________________
On November 21, 1994, Virginia Natural Gas Company ("VNG") and
Consolidated Natural Gas Company ("CNG") (collectively, "Applicants") filed an
application under Chapters 3 and 4 of Title 56 of the Code of Virginia for VNG
to have authority to incur up to $100,000,000 in short-term borrowings through
participation in the CNG System Money Pool ("Money Pool"). The amount of
short-term debt proposed by VNG is in excess of five percent of capitalization
as defined in 56-65.1 of the Code of Virginia. In addition, Applicants seek
authority for VNG to issue and sell up to $53,400,000 of common stock and
$24,900,000 of long-term debt to CNG. Applicants have paid the requisite fee
of $250.
By Order dated June 4, 1992, in Case No. PUF920020, the Commission
authorized VNG to borrow up to $50,000,000 through participation in the Money
Pool for the period of July 1, 1992 through March 31, 1995. VNG now requests
authority to continue its participation in the Money Pool with aggregate
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borrowings not to exceed $100,000,000 for the period of April 1, 1995 through
June 30, 1997. VNG represents that the requested level of money pool borrowing
authority is needed to provide adequate financing flexibility for its projected
level of capital expenditures over the next several years. Money Pool
borrowings will be used to provide working capital and they will bear the same
interest rate as CNG's weighted average effective cost rate on commercial paper
and revolving credit borrowings.
VNG also requests authority to issue up to $24,900,000 of long-term notes
and $53,400,000 of common stock to CNG on or before June 30, 1997. The
proposed amount of common stock will be issued at a price equal to VNG's book
value per share, as determined by the latest available financial statements
just prior to issuance, but will not be in excess of 1,335 shares. The terms
and conditions of the proposed debt will match those of whatever CNG debt issue
occurs closest to VNG's debt issuance, within the period extending from twelve
months prior to twelve months after VNG's debt issuance. VNG represents that
proceeds from the proposed issuance of common stock and long-term debt will be
used to reduce Money Pool borrowings, finance construction of major
improvements in its distribution system, and for other proper purposes to meet
its public utility obligations.
THE COMMISSION, upon consideration of the application and having been
advised by Staff, is of the opinion and finds that approval of the application
will not be detrimental to the public interest. Accordingly,
IT IS ORDERED:
1) That VNG is authority to incur up to $100,000,000 in short-term
indebtedness through participation in the Money Pool from April 1, 1995
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through June 30, 1997, under the terms and conditions and for the purposes set
forth in the application;
2) That VNG is hereby authorized to issue and sell up to $53,400,000 of
common stock and $24,900,000 of long-term debt to CNG through the period ending
June 30, 1997, under the terms and conditions and for the purposes set forth in
the application;
3) That VNG shall file reports of action taken pursuant to the authority
granted in ordering paragraph (1), within sixty days of the end of each
calendar year, to include the amounts advanced from the Money Pool, the
respective date and interest rate for each advance, daily aggregate balance of
all advances, a schedule of repayments, the amounts invested in the Money Pool,
the interest rate paid on amounts invested, and a proforma schedule of
anticipated Money Pool borrowings in the upcoming year;
4) That VNG shall submit a preliminary report within (7) seven days
after the issuance of any common stock or long-term debt pursuant to ordering
paragraph (2), to include the date of issuance, type of security, amount
issued, and the respective interest rate, date of maturity, and other terms and
conditions of any debt issuance;
5) That within sixty (60) days after the end of each calendar quarter in
which any securities are issued pursuant to ordering paragraph (2), VNG shall
file a more detailed report with respect to all securities sold during the
calendar quarter to include:
(a) a summary of the information noted in ordering paragraph (4);
(b) the cumulative amount of securities issued to date pursuant to
ordering paragraph (2) and the amount of authority remaining; and
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(c) a general statement concerning the purposes for which the securities
were issued, and a balance sheet reflecting the actions taken for the
respective quarter ended;
6) That approval of the application does not preclude the Commission
from applying the provisions of Section 56-78 and 56-80 of the Code of Virginia
hereafter;
7) That the Commission reserves the right to examine the books and
records of any affiliate, whether or not such affiliate is regulated by this
Commission, in connection with the authority granted herein, pursuant to
Section 56-79 of the Code of Virginia;
8) That approval of the application shall have no implications for
ratemaking purposes;
9) That Applicant shall file a final report of action on or before
September 2, 1997, to include all the information outlined in ordering
paragraph (3) for VNG's Money Pool activity during 1997, and the information
outlined in ordering paragraph (5), summarizing all financing authorized
pursuant to ordering paragraph (2); and
10) That this matter shall be continued, subject to the continuing
review, audit, and appropriate directive of the Commission.
AN ATTESTED COPY hereof shall be sent to Applicant, to the attention of
Walter R. Hunter, Vice President and Treasurer, Virginia Natural Gas, Inc.,
5100 East Virginia Beach Boulevard, Norfolk, Virginia 23502-3488; and to the
Division of Economics and Finance of the Commission.
A True Copy William J. Bridge
Teste: Clerk of the State
Corporation Commission
