<PAGE> 1 File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM U-1
APPLICATION-DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other party)
CNG ENERGY SERVICES CORPORATION
One Park Ridge Center
Pittsburgh, Pennsylvania 15244-0746
Names and addresses of agents for service:
S. E. Williams, Senior Vice President
and General Counsel
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
J. M. Hostetler, Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
<PAGE> 2
File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Item 1. Description of Proposed Transaction
___________________________________
(a) Furnish a reasonably detailed and precise
description of the proposed transaction, including a statement of
the reasons why it is desired to consummate the transaction and
the anticipated effect thereof. If the transaction is part of a
general program, describe the program and its relation to the
proposed transaction.
Consolidated Natural Gas Company ("Consolidated") is a
Delaware corporation and a public utility holding company
registered as such under the Public Utility Holding Company Act
of 1935 ("Act"). It is engaged solely in the business of owning
and holding all of the outstanding securities, with the
exception of certain minor long-term debt, of sixteen
subsidiaries. These subsidiary companies are primarily engaged
in natural gas exploration, production, purchasing, gathering,
transmission, storage, distribution, by-product operation, energy
services, research and other activities related to the natural
gas business.
CNG Energy Services Corporation ("Energy Services") --
formerly CNG Gas Services Corporation -- is a wholly-owned,
non-utility subsidiary of Consolidated engaged in the energy
marketing business. Energy Services now proposes -- through a
new subsidiary -- to enter into an additional unregulated
energy-related business. The new business will consist of
<PAGE> 3
services involving (1) service line maintenance, (2) extended
service warranties on gas furnaces and appliances, (3) gas bill
payment protection, (4) referral services and (5) energy
audit/implementation services. Initially, the new services will
be available to customers served by Consolidated's "local
distribution companies" (LDCs)(1). Eventually -- if successful
- -- the new services would be made available to customers serviced
by other LDCs.
Some customer and Consolidated System benefits would be to:
(1) retain or increase system LDC gas load; (2) promote
aspects of the LDC gas business that are less weather sensitive;
(3) utilize existing Consolidated System experience to manage
and staff the new service entity; (4) lessen overall energy
costs of customers; (5) reduce one-time cash outlays for repairs
by LDC customers; and, (6) improve the financial strength and
continued viability of Consolidated's existing customer base by
reducing energy costs. It is expected that the business of CSPS
will be profitable which will inure to the benefit of
Consolidated's investors.
PROPOSED ACTIVITIES
Energy Services proposes to provide the new services by
incorporating and financing a new non-utility subsidiary -- CNG
Special Products and Services, Inc. ("CSPS"). All of the
following will be "housed" in the new CSPS entity:
_______________
(1) The East Ohio Gas Company, West Ohio Gas Company, The
Peoples Natural Gas Company, Hope Gas, Inc., Virginia
Natural Gas, Inc.
<PAGE> 4
(1). Service Line Maintenance Program
CSPS would pay for repair of service lines --
owned by and on customer's property -- in exchange for a nominal
monthly fee. This is similar to services offered by telephone
companies to repair telephone lines inside the house -- without
any additional charge above the nominal monthly fee.
Generally, in Ohio, Pennsylvania and West Virginia
- -- states served by Consolidated LDCs -- the customers own and
are responsible for the portion of the natural gas service line
which is on their property. For a fixed monthly fee (probably
under $4.00), CSPS would provide payment of service line repairs
or replacements, which typically cost an average of $500.00. The
actual repair or replacement would be performed by an independent
contractor selected by CSPS from a pre-approved list.
CSPS's service line program will (1) protect
customers from the high "out-of-pocket" cost and (2) facilitate
the repair or replacement of the service line. The service will
benefit Consolidated LDCs by increasing customer satisfaction and
building good will.
(2). Appliance Guard
CSPS, through contractual arrangement with
American Banker's Insurance Group, would provide customers with
an extended service warranty that would cover the cost of
repairing gas equipment owned by the customer. This would
include (but not be limited to) gas grills, gas furnaces and gas
air conditioning units, and commercial and residential gas
<PAGE> 5
ranges. The customer is protected from high repair costs; the
LDC by providing this service increases customer satisfaction.
(3) Payment Power
CSPS, through contractual arrangement with
American Banker's Insurance Group, would provide bill payment
protection for customers up to $400 a month for six months --
should the customer become unemployed, disabled, or die.
Customers receive payment protection and LDCs benefit from
reduced delinquencies, decreased collection activity, and
increased customer satisfaction.
(4) Routine Furnace Services
CSPS would act as an intermediary for residential
customers to arrange routine inspections or repairs of furnaces
and other gas appliances. CSPS would choose the contractor from
a list of qualified contractors. This referral service would be
provided at no additional cost to customers; the contractor --
having entered into a reduced fee arrangement with CSPS -- pays
for the program. CSPS then bills the customer the contractor's
standard or usual fee for inspection/repair services. The
referral service should be a convenience to customers and build
good will for LDCs.
(5) Energy Audits and Services
CSPS would arrange energy audits for institutional
and commercial customers, and then offer the customer a turn-key
service package, including bank or other
<PAGE> 6
third party financing, to implement energy-saving recommendations
resulting from the audit. CSPS, as a general contractor, would
not perform the actual audit or implementation work, but would
subcontract such to third parties with the appropriate expertise.
SERVICE ARRANGEMENTS BETWEEN CSPS AND LDCS
Consolidated's LDCs will assist CSPS in customer billing and
related accounting services. It is anticipated that these
services for CSPS can be done by the current staff at the LDCs.
All services between the LDCs and CSPS required to conduct the
new business will be billed at cost, in accordance with Section
13(b) of the Act and Commission Rules 87, 90 and 91.
For the Service Line Maintenance, Appliance Guard, Payment
Power and Routine Furnace Services programs, LDCs would provide
CSPS with billing/mailing services to promote and maintain the
program. LDCs would also collect customer payments for the
programs on behalf of CSPS. CSPS will enter into "at cost"
service agreements with the LDCs for these and any other services
required to administer these programs.
For the Energy Audits and Services program, LDCs would
provide mailing services to promote the program. After promotion
through LDC mailing, CSPS would administer all aspects of this
program. CSPS will enter into "at cost" service agreements with
the LDCs for the mailing services.
<PAGE> 7
SOURCE OF FUNDS
Energy Services requests authorization to create and
capitalize CSPS, as a wholly-owned subsidiary. CSPS will be
incorporated in Delaware and will have authorized capital stock
of $10,000,000, consisting of 1,000 shares of common stock,
$10,000 par value each. Energy Services through CSPS would seek
to (1) efficiently centralize the administration of the new
services and (2) better insulate the Consolidated System --
including its LDCs -- from the risks associated with investing in
the new business. Even though Energy Services is requesting
authorization in this Application to finance CSPS up to
$10,000,000 over an approximate five year period, it is currently
estimated that a maximum of $5,000,000 of financing will be
required for the first two years of CSPS activities.
Energy Services proposes to raise funds for the purpose
described above by (i) selling shares of its common stock, $1.00
par value, to Consolidated, (ii) open account advances as
described below, or (iii) long-term loans from Consolidated, in
any combination thereof.
The open account advances and long-term loans will have the
same effective terms and interest rates as related borrowings of
Consolidated in the forms listed below:
<PAGE> 8
(1) Open Account Advances may be made to Energy
Services to provide working capital and to finance the activities
authorized by the SEC. Open account advances will be made under
letter agreement with Energy Services and will be repaid on or
before a date not more than one year from the date of the first
advance with interest at the same effective rate of interest as
Consolidated's weighted average effective rate for commercial
paper and/or revolving credit borrowings. If no such borrowings
are outstanding, the interest rate shall be predicated on the
Federal Fund's effective rate of interest as quoted daily by the
Federal Reserve Bank of New York.
(2) Consolidated may make long-term loans to Energy
Services for the financing of its activities described above.
Loans to Energy Services shall be evidenced by long-term
non-negotiable notes of Energy Services (documented by book entry
only) maturing over a period of time (not in excess of 30 years)
to be determined by the officers of Consolidated, with the
interest predicated on and substantially equal to Consolidated's
cost of funds for comparable borrowings by the parent. In the
event Consolidated has not had recent comparable borrowings, the
rate will be tied to the Salomon Brothers indicative rate for
comparable debt issuances published in Salomon Brothers Inc. Bond
Market Roundup or similar publication on the date nearest to the
time of takedown. All loans may be prepaid at any time without
premium or penalty.
<PAGE> 9
Consolidated will obtain the funds required for Energy
Services through internal cash generation, issuance of long-term
debt securities, borrowings under credit agreements or through
other authorizations approved by the SEC subsequent to the
effective date of this Application-Declaration.
Energy Services, in turn, would fund CSPS with
"mirror-image" financing -- reflecting the same source and
combination of funds as utilized between Consolidated and Energy
Services.
SUMMARY OF AUTHORIZATION REQUESTED
Consolidated requests authorization to fund Energy Services,
from time to time through December 31, 2000. All funding by
Consolidated to its immediate subsidiary (Energy Services) would
be through (i) the sale of Energy Services' common stock to
Consolidated, (ii) open account advances from Consolidated, and
(iii) long-term loans from Consolidated. Any provision of funds
by Consolidated to Energy Services can be in any combination of
these three forms of financing; and any financing, between Energy
Services and its subsidiary -- CSPS -- will be in the same
combination of forms as between Consolidated and Energy Services
(i.e., mirror image).
Thus, Consolidated and Energy Services respectfully request
the following authorizations:
(1) For Energy Services to obtain up to $10,000,000 from
Consolidated (in the manner described above) to invest in CSPS;
(2) For CSPS to obtain up to $10,000,000 from Energy
Services (in mirror-image financing described above) to engage in
the new business described above.
<PAGE> 10
CERTIFICATES OF NOTIFICATION
CSPS will file semi-annual certificates of notification,
within 60 days after the end of each calendar semi-annual period,
which will include the following information:
1. The type, amount and use of financing, during the
period and cumulatively.
2. Balance sheet of CSPS as of the last day of the period.
3. Income statement of CSPS for the period and
cumulatively for the year to date.
RULE 53 SATISFIED
Rule 54 promulgated under the Act states that in determining
whether to approve the issue or sale of a security by a
registered holding company for purposes other than the
acquisition of an electric wholesale generator ("EWG") or a
foreign utility company ("FUCO"), or other transactions by such
registered holding company or its subsidiaries other than with
respect to EWGs or FUCOs, the Commission shall not consider the
effect of the capitalization or earnings of any subsidiary which
is an EWG or a FUCO upon the registered holding company system if
Rule 53(a), (b) and (c) are satisfied.
Currently Consolidated owns indirectly a 1% general
partnership and a 34% limited partnership interest in Lakewood
Cogeneration, L.P. ("Lakewood"), an EWG. The 1% general
partnership interest in Lakewood is owned by CNG Power Services
Corporation, an EWG and a wholly-owned subsidiary of
<PAGE> 11
Consolidated. Consolidated does not own any interests in a FUCO.
Consolidated believes that Rule 53(a), (b) and (c) are satisfied
in its case as follows.
Fifty percent of Consolidated's retained earnings as of
December 31, 1994 was $734,740,000; Consolidated's aggregate
investment (as defined in Rule 53(a)(1)(i)) in Lakewood on such
date and in both its EWGs as of the date of filing of this
Application-Declaration is estimated to be approximately
$18,000,000, thereby satisfying Rule 53(a)(1). Consolidated and
its subsidiaries maintain books and records to identify the
investments in and earnings from its EWGs in which they directly
or indirectly hold an interest, thereby satisfying Rule 53(a)(2).
Employees of Consolidated's domestic public-utility companies do
not render services, directly or indirectly, to the EWGs in the
Consolidated System, thereby satisfying Rule 53(a)(3). No
application for EWG financing has been filed with the Commission
since adoption of Rule 53; Rule 53(a)(4) is correspondingly
inapplicable at this time.
None of the conditions described in Rule 53(b) exist with
respect to Consolidated, thereby satisfying Rule 53(b) and making
Rule 53(c) inapplicable.
Item 2. Fees, Commissions, and Expenses
__________________________________
(a) State (i) the fees, commissions and expenses paid
or incurred, or to be paid or incurred, directly or indirectly,
in connection with the proposed transaction by the applicant or
declarant or any associate company thereof, and (ii) if the
proposed transaction involves the sale of securities at
competitive bidding, the fees and expenses to be paid to counsel
selected by applicant or declarant to act for the successful
bidder.
<PAGE> 12
It is estimated that the fees, commissions and expenses
ascertainable at this time to be incurred by Consolidated and
Energy Services in connection with the proposed transaction will
not exceed $7,000, including the $2,000 filing fee, $4,000
payable to Consolidated Natural Gas Service Company, Inc.
("Service Company") for services on a cost basis (including
regularly employed counsel) for the preparation of this
Application-Declaration and other documents, and $1,000 for
miscellaneous other expenses.
(b) If any person to whom fees or commissions have
been or are to be paid in connection with the proposed
transaction is an associate company or an affiliate of the
applicant or declarant, or is an affiliate of an associate
company, set forth the facts with respect thereto.
The charges of Service Company, a subsidiary service
company, for services on a cost basis (including regularly
employed counsel) in connection with the preparation of this
Application-Declaration and other related documents and papers
required to consummate the proposed transactions are as stated
above.
Item 3. Applicable Statutory Provisions
_______________________________
(a) State the section of the Act and the rules
thereunder believed to be applicable to the proposed transaction.
If any section or rule would be applicable in the absence of a
specific exemption, state the basis of exemption.
Sections 6(a) and 7 and Rule 43 are deemed applicable
to the issuance of securities by Energy Services and CSPS.
<PAGE> 13
Sections 9(a) and 10 are deemed applicable to the
acquisitions (i) by Consolidated of the capital stock, open
account advance debits and notes of Energy Services and, (ii) by
Energy Services of the capital stock, open account advance debits
and notes of CSPS, and (iii) the entry of CSPS into the new
business described above.
Section 12(b) and Rule 45 are considered applicable to loans
made by Consolidated to Energy Services and Energy Services to
CSPS.
Section 13(b) and Rules 87, 90 and 91 are deemed applicable
to the services being provided by the LDCs to CSPS.
If the Commission considers the proposed future transactions
to require any authorization, approval or exemption, under any
section of the Act or Rule or Regulation other than those cited
herein, such authorization, approval or exemption is hereby
requested.
(b) If an applicant is not a registered holding
company or a subsidiary thereof, state the name of each public
utility company of which it is an affiliate or of which it will
become an affiliate as a result of the proposed transaction, and
the reasons why it is or will become such an affiliate.
Not applicable.
Item 4. Regulatory Approval
___________________
(a) State the nature and extent of the jurisdiction of
any State commission or any Federal commission (other than the
Securities and Exchange Commission) over the proposed
transactions.
<PAGE> 14
The financing authorization sought herein is not subject to
the jurisdiction of any State or Federal commission (other than
the Commission). The Consolidated LDCs may be required to make
affiliate-transaction filings with their respective state
commissions regarding the service agreements between them and
CSPS.
(b) Describe the action taken or proposed to be taken
before any commission named in answer to paragraph (a) of this
item in connection with the proposed transaction.
Inapplicable.
Item 5. Procedure
_________
(a) State the date when Commission action is
requested. If the date is less than 40 days from the date of the
original filing, set forth the reasons for acceleration.
Consolidated and Energy Services request that the
Commission issue its order with respect to the transaction
proposed by the end of May 1995.
(b) State (i) whether there should be a recommended
decision by a hearing officer, (ii) whether there should be a
recommended decision by any other responsible officer of the
Commission, (iii) whether the Division of Investment Management -
Office of Public Utility Regulation may assist in the
preparation of the Commission's decision, and (iv) whether there
should be a 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become
effective.
It is submitted that a recommended decision by a
hearing or other responsible officer of the Commission is not
needed with respect to the proposed transactions. The office of
<PAGE> 15
the Division of Investment Management - Office of Public Utility
Regulation may assist in the preparation of the Commission's
decision. There should be no waiting period between the issuance
of the Commission's order and the date on which it is to become
effective.
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits and financial statement are made a
part of this statement:
(a) Exhibits
A-1 Certificate of Incorporation, as amended, of
Energy Services
A-2 By-Laws of Energy Services
F Opinion of Counsel for Consolidated and
Energy Services
O Proposed Notice pursuant to Rule 22(f)
(b) Financial Statements
Financial statements of the applicant-declarants are
deemed unnecessary with respect to the proposed
authorizations sought herein due to the simple
nature of the proposed transaction and the amount to
be invested relative to the size of the
applicant-declarants. However, any financial
information will be furnished which the Commission
shall request.
<PAGE> 16
Item 7. Information as to Environmental Effects
_______________________________________
(a) Describe briefly the environmental effects of the
proposed transaction in terms of the standards set forth in
Section 102 (2) (C) of the National Environmental Policy Act 42
(U.S.C. 4232(2) (C)). If the response to this item is a negative
statement as to the applicability of Section 102(2)(C) in
connection with the proposed transaction, also briefly state the
reasons or that response.
The proposed transactions do not involve major federal
action having a significant effect on the human environment. See
Item 1(a).
(b) State whether any other federal agency has
prepared or is preparing an environmental impact statement
("EIS") with respect to the proposed transaction. If any other
federal agency has prepared or is preparing an EIS, state which
agency or agencies and indicate the status of that EIS
preparation.
No federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transaction.
<PAGE> 17
SIGNATURES
__________
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned Companies have duly caused
this statement to be signed on their behalf by the undersigned
thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By L. D. Johnson
Vice Chairman of the Board
and Chief Financial Officer
CNG ENERGY SERVICES CORPORATION
By J. M. Hostetler
Its Attorney
Dated: February 24, 1995
<PAGE> 1 Exhibit A-1
CERTIFICATE OF INCORPORATION
OF
CNG ENERGY SERVICES CORPORATION
* * * * *
1. The name of the corporation is
CNG ENERGY SERVICES CORPORATION
2. The address of its registered office in the
State of Delaware is 32 Loockerman Square, Suite L-100, City
of Dover, in Kent County, Delaware 19904. The name of its
registered agent at such address is The Prentice Hall
Corporation System, Inc.
3. The nature of the business or purposes to be
conducted or promoted is to engage in any lawful act or
activity for which corporations may be organized under the
General Corporation Law of Delaware.
<PAGE> 2
4. The total number of shares of stock which the
corporation shall have authority to issue is Two Thousand
(2,000] and the par value of each of such shares is One
Dollar ($1.00] amounting in the aggregate to Two Thousand
Dollars ($2,000.00), all of which shall be common stock.
5A. The name and mailing address of the
incorporator is:
NAME MAILING ADDRESS
D. A. Hampton 32 Loockerman Square
Suite L-100
Dover, DE 19904
J. A. Grodzicki 2 Loockerman Square
Suite L-100
Dover, DE 19904
S. J. Queppet 2 Loockerman Square
Suite L-100
Dover, DE 19904
5B. The name and mailing address of each person,
who is to serve as a director until the first annual meeting
of the stockholders or until a successor is elected and
qualified, is as follows:
NAME MAILING ADDRESS
G. A. Davidson, Jr. CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222
P. H. Dudley, Jr. CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222
<PAGE> 3
L. D. Johnson CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222
R. H. Murray CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222
H. P. Sullivan CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222
G. J Tankersley CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222
6. The corporation is to have perpetual
exis-tence.
7. Elections of directors need not be by written
ballot unless the by-laws shall so provide.
To authorize and cause to be executed mortgages
and liens upon the real and personal property of the
corpor-ation.
To set apart out of any of the funds of the
corporation available for dividends a reserve or reserves
for any proper purpose and to abolish any such reserve in
the manner in which it was created.
By a majority of the whole board, to designate one
or more committees, each committee to consist of one or more
of the directors of the corporation The board may desig-
nate one or more directors as alternate members of any
<PAGE> 4
committee, who may replace any absent or disqualified member
at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a
committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in
the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of
the board of directors, or in the by-laws of the
corpora-tion, shall have and may exercise all the powers and
author-ity of the board of directors in the management of
the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall
have the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of
merger or consol-idation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of
the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a
revocation of a dissolu-tion, or amending the by-laws of the
corporation; and, unless the resolution or by-laws,
expressly so provide, no
<PAGE> 5
such committee shall have the power or authority to declare
a dividend or to authorize the issuance of stock.
When and as authorized by the stockholders in
accordance with statute, to sell, lease or exchange all or
substantially all of the property and assets of the
corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of
money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its
board of directors shall deem expedient and for the best
interests of the corporation.
8. Elections of directors need not be by written
ballot unless the by-laws of the corporation shall so
provide.
Meetings of stockholders may be held within or
without the State of Delaware, as the by-laws may provide.
The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from
time to time by the board of directors or in the by-laws of
the corporation.
<PAGE> 6
9. The corporation reserves the right to amend,
alter, change or repeal any provision contained in this
certificate of incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE THE UNDERSIGNED, being the incorporators
hereinbefore named, for the purpose of forming a corporation
pursuant to the General Corporation Law of Delaware, does
make this certificate, hereby declaring and certifying that
this is his act and deed and the facts herein stated are
true, and accordingly have hereunto set my hand this 28th
day of April, 1986.
D. A. Hampton
________________________
D. A. Hampton
J. A. Grodzicki
________________________
J. A. Grodzicki
S. J. Queppet
________________________
S. J. Queppet
INCORPORATORS
<PAGE> 1 Exhibit A-2
CNG ENERGY SERVICES CORPORATION
* * * * *
B Y - L A W S
* * * *
ARTICLE I
OFFICES
Section 1. The registered office is 32 Loockerman
Square, Suite L-100, Dover, Delaware.
Section 2. The corporation may also have offices
at such other places both within and without the State of
Delaware as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for
the election of directors shall be held in the City of
Pittsburgh, State of Pennsylvania, at such place as may be
fixed from time to time by the board of directors, or at
<PAGE> 2
such other place either within or without the State of
Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held
at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders,
commencing with the year 1987, shall be held on the first
Tuesday of February if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.
M., or at such other date and time as shall be designated
from time to time by the board of directors and stated in
the notice of the meeting, at which they shall elect by a
plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be
given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date
of the meeting.
Section 4. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at
<PAGE> 3
least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice
of the meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced
and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder
who is present.
Section 5. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be
called by the president and shall be called by the president
or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of
stock-holders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding and
entitled
<PAGE> 4
to vote. Such request shall state the purpose or purposes
of the proposed meeting.
Section 6. Written notice of a special meeting
stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called, shall
be given not less than ten nor more than sixty days before
the date of the meeting, to each stockholder entitled to
vote at such meeting.
Section 7. Business transacted at any special
meeting of stockholders shall be limited to the purposes
stated in the notice.
Section 8. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum
shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting at
<PAGE> 5
which a quorum shall be present or represented any business
may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
Section 9. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock
having voting power present in person or represented by
proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision
of the statutes or of the certificate of incorporation, a
different vote is required in which case such express
provision shall govern and control the decision of such
question.
Section 10. Unless otherwise provided in the
certificate of incorporation each stockholder shall at every
meeting of the stockholders be entitled to one vote in
person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy
shall be voted on after three years from its date, unless
the proxy provides for a longer period.
<PAGE> 6
Section 11. Unless otherwise provided in the
certificate of incorporation, any action required to be
taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote,
if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented
in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall
constitute the whole board shall be not less than one nor
more than fifteen. The first board shall consist of six
directors. Thereafter, within the limits above specified,
the number of directors shall be determined by resolution of
<PAGE> 7
the board of directors or by the stockholders at the annual
meeting. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2
of this Article, and each director elected shall hold office
until his successor is elected and qualified. Directors
need not be stockholders.
Section 2. Vacancies and newly created
director-ships resulting from any increase in the authorized
number of directors may be filled by a majority of the
directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall
hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner
displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by
statute. If, at the time of filling any vacancy or any
newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent of the total
number of the shares at the time outstanding having the
right to vote for such directors, summarily order an
<PAGE> 8
election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen
by the directors then in office.
Section 3. The business of the corporation shall
be managed by or under the direction of its board of
directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are
not by statute or by the certificate of incorporation or by
these by-laws directed or required to be exercised or done
by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4 The board of directors of the
corpora-tion may hold meetings, both regular and special,
either within or without the State of Delaware.
Section 5. The first meeting of each newly
elected board of directors shall be held at such time and
place as shall be fixed by the vote of the stockholders at
the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present.
In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected
<PAGE> 9
board of directors, or in the event such meeting is not held
at the time and place so fixed by the stockholders, the
meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be
specified in a written waiver signed by all of the
directors.
Section 6. Regular meetings of the board of
directors may be held without notice at such time and at
such place as shall from time to time be determined by the
board.
Section 7. Special meetings of the board may be
called by the president on two days' notice to each
director, either personally or by mail or by telegram;
special meetings shall be called by the president or
secretary in like manner and on like notice on the written
request of two directors unless the board consists of only
one director; in which case special meetings shall be called
by the president or secretary in like manner and on like
notice on the written request of the sole director.
Section 8. At all meetings of the board one-third
of the directors shall constitute a quorum for the
transaction of business and the act of a majority of the
<PAGE> 10
directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the
certificate of incorporation. If a quorum shall not be
present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee,
as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of
proceedings of the board or committee.
Section 10. Unless otherwise restricted by the
certificate of incorporation or these by-laws, members of
the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the
board of directors, or any committee, by means of conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
<PAGE> 11
other, and such participation in a meeting shall constitute
presence in person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by
resolution passed by a majority of the whole board, design
nate one or more committees, each committee to consist of
one or more of the directors of the corporation. The board
may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified
member at any meeting of the committee.
In the absence or disqualification of a member of
a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in
the place of any such absent or disqualified member.
Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may
exercise all the powers and authority of the board of
directors in the management of the business and affairs of
the corporation, and may authorize the seal of the
corpora-tion to be affixed to all papers which may require
it; but
<PAGE> 12
no such committee shall have the power or authority in
reference to amending the certificate of incorporation,
(except that a committee may, to the extent authorized in
the resolution or resolutions providing for the issuance of
shares of stock adopted by the board of directors as
provided in Section 151(a) fix any of the preferences or
rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation
or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of
the same or any other class or classes of stock of the
corporation) adopting an agreement of merger or
consolida-tion, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a
revocation of a dis-solution, or amending the by-laws of the
corporation; and, unless the resolution or the certificate
of incorporation expressly so provide, no such committee
shall have the power or authority to declare a dividend or
to authorize the issuance of stock or to adopt a certificate
of ownership and merger. Such committee or committees shall
have such name
<PAGE> 13
or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular
minutes of its meetings and report the same to the board of
directors when required.
COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the
certificate of incorporation or these by-laws, the board of
directors shall have the authority to fix the compensation
of directors. The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting
of the board of directors or a stated salary as director. No
such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the
certificate of incorporation or by law, any director or the
entire board of directors may be removed, with or without
<PAGE> 14
cause, by the holders of a majority of shares entitled to
vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the
statutes or of the certificate of incorporation or of these
by-laws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as
it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by
telegram.
Section 2. whenever any notice is required to be
given under the provisions of the statutes or of the
certi-ficate of incorporation or of these by-laws, a waiver
thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
<PAGE> 15
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall
be chosen by the board of directors and shall be a
president, a vice-president, a secretary and a treasurer.
The board of directors may also choose additional
vice-presidents, and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by
the same person, unless the certificate of incorporation or
these by-laws otherwise provide.
Section 2. The board of directors at its first
meeting after each annual meeting of stockholders shall
choose a president, one or more vice-presidents, a secretary
and a treasurer.
Section 3. The board of directors may appoint
such other officers and agents as it shall deem necessary
who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers and
agents of the corporation shall be fixed by the board of
directors.
<PAGE> 16
Section 5. The officers of the corporation shall
hold office until their successors are chosen and qualify.
Any officer elected or appointed by the board of directors
may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring
in any office of the corporation shall be filled by the
board of directors.
THE PRESIDENT
Section 6. The president shall be the chief
executive officer of the corporation, shall preside at all
meetings of the stockholders and the board of directors,
shall have general and active management of the business of
the corporation and shall see that all orders and
resolu-tions of the board of directors are carried into
effect.
Section 7. He shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the
corporation.
<PAGE> 17
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in
the event of his inability or refusal to act, the
vicepresident (or in the event there be more than one
vicepresident, the vice-presidents in the order designated
by the directors, or in the absence of any designation, then
in the order of their election) shall perform the duties of
the president, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other
duties and have such other powers as the board of directors
may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all
meet-ings of the board of directors and all meetings of the
stockholders and record all the proceedings of the meetings
of the corporation and of the board of directors in a book
to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give,
or cause to be given, notice of all meetings of the
stock-holders and special meetings of the board of
directors, and shall perform such other duties as may be
prescribed by the
<PAGE> 18
board of directors or president, under whose supervision he
shall be. He shall have custody of the corporate seal of
the corporation and he, or an assistant secretary, shall
have authority to affix the same to any instrument requiring
it and when so affixed, it may be attested by his signature
or by the signature of such assistant secretary. The board
of directors may give general authority to any other officer
to affix the seal of the corporation and to attest
the af fixing by his signature. Section l0. The assistant
secretary, or if there be more than one, the assistant
secretaries in the order determined by the board of
directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time
prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody
of the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books
<PAGE> 19
belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by
the board of directors.
Section 12. He shall disburse the funds of the
corporation as may be ordered by the board of directors,
taking proper vouchers for such disbursements, and shall
render to the president and the board of directors, at its
regular meetings, or when the board of directors so
requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
Section l3. If required by the board of
directors, he shall give the corporation a bond (which shall
be renewed every six years) in such sum and with such surety
or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his
office and for the restoration to the corporation, in case
of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his
control belonging to the corporation.
Section 14. The assistant treasurer, or if there
shall be more than one, the assistant treasurers in the
<PAGE> 20
order determined by the board of directors (or if there be
no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of
his inability or refusal to act, perform the duties and
exercise the powers of the treasurer and shall perform such
other duties and have such other powers as the board of
directors may from time to time prescribe.
ARTICLE VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be
represented by a certificate or shall be uncertificated.
Certificates shall be signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board
of directors, or the president or a vice-president and the
treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation.
Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall send
to the registered owner thereof a written notice containing
the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a)
or a statement that the corporation will furnish without
<PAGE> 21
charge to each stockholder who so requests the powers,
designations, preferences and relative participating,
optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.
Section 2. Any of or all the signatures on a
certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a
new certificate or certificates or uncertificated shares to
be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been
lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock
to be lost, stolen or destroyed. When authorizing such
<PAGE> 22
issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as
a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost,
stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and
record the transaction upon its books. Upon receipt of
proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be
cancelled and issuance of new equivalent uncertificated
shares or certificated shares shall be made to the person
<PAGE> 23
entitled thereto and the transaction shall be recorded upon
the books of the corporation.
FIXING RECORD DATE
Section 5. In order that the corporation may
determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty
days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of
the meeting: provided, however, that the board of directors
may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to
<PAGE> 24
recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to
vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise
provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of
the corporation, subject to the provisions of the
certifi-cate of incorporation, if any, may be declared by
the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the
provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there
may be set aside out of any funds of the corporation
avail-able for dividends such sum or sums as the directors
from
<PAGE> 25
time to time, in their absolute discretion, think proper as
a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as
the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present
at each annual meeting, and at any special meeting of the
stockholders when called for by vote of the stockholders, a
full and clear statement of the business and condition of
the corporation.
CHECKS
Section 4. All checks or demands for money and
notes of the corporation shall be signed by such officer or
officers or such other person or persons as the board of
directors may from time to time designate.
<PAGE> 26
FISCAL YEAR
Section 5. The fiscal year of the corporation
shall be fixed by resolution of the board of directors.
SEAL
Section 6. The corporate seal shall have
inscribed thereon the name of the corporation, the year of
its organization and the words "Corporate Seal, Delaware".
The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The corporation shall indemnify its
officers, directors, employees and agents to the extent
Permitted by the General Corporation Law of Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended
or repealed or new by-laws may be adopted by the
stock-holders or by the board of directors, when such power
is conferred upon the board of directors by the certificate
of incorporation at any regular meeting of the stockholders
or
<PAGE> 27
of the board of directors or at any special meeting of the
Stockholders or of the board of directors if notice of such
alteration, amendment, repeal or adoption of new by-laws be
contained in the notice of such special meeting If the power
to adopt, amend or repeal by-laws is conferred upon the
board of directors by the certificate of incorporation it
shall not divest or limit the power of the Stockholders to
adopt, amend or repeal by-laws.
<PAGE> 1 EXHIBIT F
February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Consolidated Natural Gas Company, et al.,
S.E.C. File Number 70-____
Dear Sirs:
The following opinion is rendered in accordance with the
requirements of Exhibit F to Form U-1 of the Securities and
Exchange Commission ("SEC") with respect to the transactions
proposed by Consolidated Natural Gas Company ("Consolidated") and
CNG Energy Services Corporation ("Energy Services"), (referred
collectively as the "Companies"), in the Application-Declaration
filed concurrently herewith, ("Application-Declaration"). The
Application-Declaration seeks authority (1) for Consolidated to
provide up to $10,000,000 in financing to Energy Services, (2)
for Energy Services to incorporate and provide up to $10,000,000
in financing (in mirror-image form of the Consolidated/Energy
Services financing) to CNG Special Products and Services, Inc.
("CSPS"), and (3) for CSPS to engage in certain customer services
as described in the Application-Declaration.
I have examined the Certificate of Incorporation and Bylaws
of the Companies; the corporate minutes of the Companies relating
to the transactions proposed with respect to the
Application-Declaration; and such other documents, records, laws
and other matters as I deemed relevant and necessary for the
proposes of this opinion.
Based on such examination and relying thereon, I am of the
opinion that when the SEC shall have permitted the
Application-Declaration to become effective, all requisite action
will have been taken by the Companies which are parties to said
Application-Declaration, except the actual carrying out thereof.
In the event the proposed transactions are consummated in
accordance with the Application-Declaration, I am of the opinion
that:
(a) No state commission has jurisdiction of the proposed
financing transactions;
(b) All state laws applicable to the proposed financing
transactions will have been complied with;
<PAGE> 2
(c) Energy Services is validly organized and duly existing;
the capital stock of Energy Services will be validly
issued, fully paid and nonassessable, and the holder
thereof will be entitled to the rights and privileges
pertaining thereto set forth in Certificate of
Incorporation of Energy Services; and the open account
advances and long-term loans to Energy Services will be
valid and binding obligations of Energy Services in
accordance with their terms;
(d) Consolidated will legally acquire the capital stock and
interests in long-term loans to Energy Services as
described in the said Application-Declaration;
(e) Energy Services will legally acquire the capital stock
and interests in open account advances and long-term
loans to CSPS as described in the said
Application-Declaration; and
(f) The consummation of the proposed transactions will not
violate the legal rights of the holders of any
securities issued by Consolidated or Energy Services or
any associate company thereof.
I hereby consent to the use of this opinion in connection
with the filing.
Sincerely,
J. M. Hostetler
Attorney
TEXT>
<PAGE> 1 EXHIBIT O
Proposed Notice Pursuant to Rule 22f)
(Release No. 35- )
FILINGS UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
("ACT")
February 24, 1995
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and
rules promulgated thereunder. All interested persons are
referred to the application(s) and/or declaration(s) for complete
statements of the proposed transaction(s) summarized below. The
application(s) and/or declaration(s) and any amendments thereto
is/are available for public inspection through the Commission's
Office of Public Reference. Interested persons wishing to
comment or request a hearing on the application(s) and/or
declaration(s) should submit their views in writing by March
____, 1995 to the Secretary, Securities and Exchange Commission,
Washington, DC 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) specified
below. Proof of service (by affidavit or, in case of an attorney
at law, by certificate) should be filed with the request. Any
request for hearing shall identify specifically the issues of
fact or law that are disputed. A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of
any notice or order issued in the matter. After said date, the
application(s) and/or declaration(s), as filed or as amended, may
be granted and/or permitted to become effective.
____________________________________
<PAGE> 2
Consolidated Natural Gas Company, et al. (70-____)
________________________________________
Consolidated Natural Gas Company ("Consolidated"), CNG
Tower, Pittsburgh, Pennsylvania 15222-3199, a registered holding
company, and its wholly-owned non-utility subsidiary, CNG Energy
Services Corporation ("Energy Services"), One Park Ridge Center,
Pittsburgh, Pennsylvania 15244-0746, have filed an
application-declaration under Sections 6, 7, 9(a), 10, 12(b), and
13(b) of the Act and Rules 43 and 45 thereunder.
Energy Services is engaged in the energy marketing business.
Energy Services now proposes -- through a new subsidiary -- to
enter into an additional unregulated energy-related business.
The new services involve (1) service line maintenance, (2)
extended service warranties on gas furnaces and appliances, (3)
gas bill payment protection, (4) referral service (for furnace
inspection or repair) and (5) energy audit/implementation
services for institutional and commercial customers.
Energy Services proposes to provide the new services by
incorporating and financing a new non-utility subsidiary -- CNG
Special Products and Services, Inc. ("CSPS"). The new services
would be "housed" in the new CSPS entity.
Energy Services proposes to raise funds for CSPS by (i)
selling shares of its common stock, $1.00 par value, to
Consolidated, (ii) open account advances as described below, or
(iii) long-term loans from Consolidated, in any combination
thereof.
<PAGE> 3
The open account advances and long-term loans will have the
same effective terms and interest rates as related borrowings of
Consolidated in the forms listed below:
(1) Open Account Advances may be made to Energy
Services to provide working capital and to finance the activities
authorized by the SEC. Open account advances will be made under
letter agreement with Energy Services and will be repaid on or
before a date not more than one year from the date of the first
advance with interest at the same effective rate of interest as
Consolidated's weighted average effective rate for commercial
paper and/or revolving credit borrowings. If no such borrowings
are outstanding, the interest rate shall be predicated on the
Federal Fund's effective rate of interest as quoted daily by the
Federal Reserve Bank of New York.
(2) Consolidated may make long-term loans to Energy
Services for the financing of its activities described above.
Loans to Energy Services shall be evidenced by long-term
non-negotiable notes of Energy Services (documented by book entry
only) maturing over a period of time (not in excess of 30 years)
to be determined by the officers of Consolidated, with the
interest predicated on and substantially equal to Consolidated's
cost of funds for comparable borrowings by the parent. In the
event Consolidated has not had recent comparable borrowings, the
rate will be tied to the Salomon Brothers indicative rate for
comparable debt issuances published in Salomon Brothers Inc. Bond
Market Roundup or similar publication on the date nearest
<PAGE> 4
to the time of takedown. All loans may be prepaid at any time
without premium or penalty.
Consolidated will obtain the funds required for Energy
Services through internal cash generation, issuance of long-term
debt securities, borrowings under credit agreements or through
other authorizations approved by the SEC subsequent to the
effective date of this Application-Declaration.
Energy Services, in turn, would fund CSPS with
"mirror-image" financing -- reflecting the same source and
combination of funds as utilized between Consolidated and Energy
Services.
________________________________________
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
