As filed with the Securities and Exchange Commission on November 2, 1995.
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 office)
___________
L.D. Johnson, Vice Chairman 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)
___________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes
effective when warranted by various 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. /x/
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 reinvestment plans, check the following box. / /
<PAGE>
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act Registration Statement number of the
earlier effective registration Statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
______________________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Per Offering Registration
to be Registered Registered Share (1)(2)(3) Price (1)(3) Fee (2)(3)
<S> <C> <C> <C> <C>
Common Stock
($2.75 par value)...2,000,000 $37.6875 $75,375,000 $25,991.38
______________________________________________________________________________
<FN>
(1) Estimated solely for the purposes of computing the registration fee.
(2) Pursuant to Rule 457(c), the registration fee has been calculated based
on the average of the high and low sales prices reported on October 27,
1995.
(3) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus included herein also relates to 130,608 shares of Common
Stock registered under Registration Statement No. 33-01040 for which a
registration fee of $6,300 was previously paid to the Commission. The
shares of Common Stock being registered hereunder, together with the
remaining shares of Common Stock registered under Registration Statement
No. 33-01040, represent the maximum amount of Securities that are
expected to be offered for sale.
</TABLE>
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
DIVIDEND REINVESTMENT PLAN
To All Common Stockholders:
The Dividend Reinvestment Plan ("Plan") of Consolidated
Natural Gas Company ("Company"), as amended, provides each
registered holder of the Company's common stock ("common stock"
or "stock") with a simple and convenient method of reinvesting
dividends and/or making optional cash investments in additional
shares of common stock without payment of any brokerage
commission or service charge.
Participants in the Plan may acquire additional shares
by:
- reinvesting all of their dividends; or
- reinvesting any part of their dividends and
continuing to receive a check for the uncommitted
portion; or
- making optional cash investment of not less than
$25 nor more than $5,000 per quarter, whether they
are reinvesting all, a part, or none of their
dividends.
Shares of common stock acquired by participants in the
Plan will consist of authorized and unissued shares or treasury
shares sold to participants through the Agent (as defined herein)
by the Company, or outstanding shares purchased by the Agent on
behalf of participants on the open market. The methods for
determining the prices of such shares are set forth in the answer
to Question 10 of this Prospectus.
This Prospectus relates to 2,130,608 shares of the
Company's common stock, $2.75 par value, registered for sale
under the Plan.
IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE
REFERENCE.
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.
The date of this Prospectus is November 2, 1995
<PAGE>
No person has been authorized to give any information
or to 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.
This Prospectus is not an offer to sell or a solicitation of an
offer to buy any securities other than those specifically offered
hereby, nor does it constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company or its subsidiaries since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the information requirements
of the Securities Exchange Act of 1934 (the "Exchange Act") and
in accordance therewith files reports and other information with
the Securities and Exchange Commission ("SEC"). Certain
information, as of particular dates, concerning the directors and
officers of the Company, their remuneration and any material
interests of such persons in transactions with the Company, is
disclosed in proxy statements distributed to shareholders and
filed with the SEC. Such reports, proxy statements and other
information can be inspected at the public reference facilities
maintained by the SEC in Washington, D.C. at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the public reference
facilities in the New York Regional Office, Seven World Trade
Center, New York, New York 10048, and Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661, and copies of such material can be obtained from the
Public Reference Section of the SEC 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.
("NYSE"), 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company hereby incorporates herein by reference the
following:
(1) the Company's Annual Report on Form 10-K for the
year ended December 31, 1994;
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(2) the Company's Quarterly Reports on Form 10-Q for
the Quarters ended March 31 and June 30, 1995;
(3) the Company's Current Reports on Form 8-K dated
April 10, 1995 and June 20, 1995;
(4) the description of the Registrant's common stock
as set forth in the Registrant's Registration Statement
No. 33-48881 on Form S-3.
All documents filed by the registrant hereafter
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part thereof from the
date of filing of such documents.
This Prospectus omits certain additional information
contained in the Registration Statement filed with the SEC under
the Securities Act of 1933, as amended, to which reference is
hereby made.
Upon written or oral request, the Company will provide
without charge to each person to whom this Prospectus is
delivered a copy of any or all of the documents incorporated
herein by reference, excluding the exhibits thereto. Requests
for such documents should be addressed to the Corporate
Secretary, Consolidated Natural Gas Company, CNG Tower, 625
Liberty Avenue, Pittsburgh, PA 15222-3199, Telephone No. (412)
227-1183.
THE COMPANY
Consolidated Natural Gas Company is the issuer of the
shares of common stock offered hereby. The principal executive
offices of the Company are located at CNG Tower, 625 Liberty
Avenue, Pittsburgh, Pennsylvania 15222-3199, and its telephone
number is (412) 227-1000.
DESCRIPTION OF DIVIDEND REINVESTMENT PLAN
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of common
stock with a simple and convenient method of reinvesting
dividends and/or making optional cash investments in additional
shares of common stock without payment of any brokerage
commission or service charge.
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2. How is the Plan administered?
The Plan is administered by Society National Bank
("Agent") for participating holders of the Company's common
stock. All communications regarding the Plan should refer to
Consolidated Natural Gas Company and be addressed to:
Society National Bank
Corporate Trust Division
P.O. Box 6477
Cleveland, Ohio 44101
Phone (216) 813-5745 or (800) 542-7792
3. May the Plan be suspended, modified or terminated?
The Plan may be suspended, modified or terminated at
any time. Notice of any such suspension, modification or
termination will be sent to all participants.
4. What expenses are incurred by a participant
in connection with purchases under the Plan?
All administrative charges are paid by the Company.
However, if at the time of termination, a participant directs the
Agent to sell shares credited to the participant's Plan account,
the participant will have to pay any related brokerage commission
and applicable stock transfer tax and a $5.00 termination fee.
(See Question 13.)
5. Who is eligible to participate in the Plan?
All holders of the Company's common stock are eligible
to participate, including beneficial owners of common stock whose
shares are registered in street or nominee names.
6. How and when can a stockholder enroll in the Plan?
A registered stockholder may enroll in the Plan at any
time by completing an Authorization Card and returning it to the
Agent. Blank Authorization Cards will be furnished by the
Company or the Agent upon request.
The Company has made arrangements with the Agent to
facilitate participation in the Plan by record holders such as
brokers and nominees, on a per-dividend basis, on behalf of
beneficial owners. Brokers and nominees will be provided forms
and information about these arrangements upon request to the
Agent. (See Question 8(b).)
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Participation will start with the next quarterly
dividend payment after receipt of a properly executed
Authorization Card, provided it is received by the Agent on or
before the record date for that dividend; otherwise, it will be
necessary to delay participation until the next quarterly payment
date. Dividend record dates ordinarily are the fifteenth day of
January, April, July and October. Dividend payment dates
ordinarily are the fifteenth day of February, May, August and
November.
7. Is partial participation possible under the Plan?
Yes. A stockholder who desires that the dividends on
less than all of the shares registered in his or her name be
reinvested under the Plan may indicate such number of shares on
the Authorization Card under "PARTIAL DIVIDEND REINVESTMENT" in
the answer to Question 8(a).
8. (a) What does the Authorization Card provide?
The Authorization Card provides for the purchase of
additional shares of the Company's common stock through the
following investment options:
A. FULL DIVIDEND REINVESTMENT directs the Company to
pay to the Agent all of the participant's dividends on all
of the shares then or subsequently registered in his or her
name and permits the participant to make optional cash
investments for the purchase of additional shares in
accordance with the Plan; or
B. PARTIAL DIVIDEND REINVESTMENT directs the Company
to pay to the Agent the participant's dividends on that
number of shares designated in the appropriate space of the
Authorization Card, and permits the participant to continue
to receive cash dividends on the balance of the shares
registered in his or her name and to make optional cash
investments for the purchase of additional shares in
accordance with the Plan; or
C. OPTIONAL CASH INVESTMENT permits the participant
to make optional cash investments for the purchase of
additional shares even if none of the participant's
dividends on shares registered in his or her name are being
reinvested. Optional cash investments cannot be less than
$25 nor more than $5,000 per quarter.
A participant may select any one of the above options. In all
cases, dividends on shares credited to a participant's Plan
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<PAGE>
account will be reinvested in accordance with the Plan. A
participant may change his or her election by written notice to
the Agent at the address set forth in the answer to Question 2.
(b) What does the Broker and Nominee
Authorization Form provide?
The Broker and Nominee Authorization Form provides that
the record holder may provide the Agent, not later than five
business days following the record date relating to a dividend
payment date, with written instructions on an appropriate form,
identifying one or more beneficial owners and specifying as to
each owner the number of shares with respect to which the
dividend is to be reinvested. The Broker and Nominee
Authorization Form, therefore, unlike the Authorization Card,
contemplates new instructions to the Agent each time a dividend
is declared. The Broker and Nominee Authorization Form also
provides that the record holder may forward optional cash
payments to the Agent, on or before a dividend payment date,
along with the written instructions on an appropriate form,
identifying the beneficial owner(s) for whom the optional cash
payment(s) is or are being made and specifying the amounts of the
payments which cannot be less than $25 nor more than $5,000 per
quarter per each beneficial owner.
9. How does the Plan work?
DIVIDEND REINVESTMENT
On each dividend payment date a participant's full or
partial dividend will be remitted to the Agent. The Agent will
reinvest that dividend, as well as the full dividend on shares
credited to the participant's Plan account, either, as determined
by the Company, in authorized and unissued shares or treasury
shares of common stock purchased directly from the Company by the
Agent or in shares purchased on the open market. Credit will be
made in whole and fractional shares to the participant's Plan
account. A fractional share will earn a proportionate share of
future dividends.
OPTIONAL CASH INVESTMENT
An optional cash investment may be made by a
participant when joining the Plan by enclosing a check or money
order (payable to Society National Bank) with the Authorization
Card. Thereafter optional cash investments should be accompanied
by the form provided with the quarterly statement of the
participant's account. The same amount of money need not be
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invested each quarter and there is no obligation to make an
optional cash investment each quarter.
Provided that they are received by the Agent on or
before a dividend payment date, optional cash investments will be
invested as of the dividend payment date for the quarter. Under
no circumstances will interest be paid on optional cash
investments. An optional cash investment should be mailed in
time to reach the Agent just before a dividend payment date, but
not more than thirty days before such dividend payment date.
Except for an initial optional cash investment sent in when first
becoming a participant in the Plan, an optional cash investment
received by the Agent more than thirty days before a dividend
payment date will be returned to the participant. A participant
may, without terminating his participation in the Plan, recover
any optional cash investment held for investment upon written
request received by the Agent not later than two business days
prior to a dividend payment date. Dividend payment dates
ordinarily are the fifteenth day of February, May, August and
November.
Each optional cash investment made by a participant
must be at least $25, and cannot, in any one quarter, exceed
$5,000. If all or part of a participant's optional cash
investment is not enough to purchase a whole share of common
stock, a fractional share will be credited to the participant's
Plan account and will earn a proportionate share of future
dividends.
10. What will be the per-share price
of stock purchased through the Plan?
The per-share price of original issue or treasury
common stock purchased from the Company with reinvested dividends
or optional cash investments will be the closing price of the
Company's common stock on the NYSE Consolidated Tape on the
dividend payment date.
The per-share price of open market purchases will be
the weighted average of the prices of the purchases made by the
Agent to satisfy the reinvestment requirements for a particular
dividend payment date.
The number of shares credited to a participant's Plan
account each quarter depends on the amount of the participant's
dividend, including the full dividend on shares credited to a
participant's Plan account, plus any optional cash investment,
and the price of a share of common stock as determined in the
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preceding paragraphs. Each participant's Plan account will be
computed to three decimal places.
11. Are stock certificates issued to participants?
Certificates for shares of stock purchased for a
participant will be registered in the name of the Agent or its
nominee and, except as provided in the next paragraph, will not
be issued in the participant's name while he or she is enrolled
in the Plan. Quarterly purchases credited to a participant's
Plan account will be confirmed by the Agent as soon as
practicable after such purchases are completed.
A participant who desires to continue enrollment in the
Plan, but elects to have whole shares credited to his or her Plan
account reissued in his or her name, must do so upon written
request to the Agent. The Agent cannot have a standing order to
issue certificates for whole shares as they become available in
participant's Plan account. Certificates for fractional shares
will not be issued under any circumstances.
12. Is safekeeping available for issued stock
certificates?
The Agent will provide certificate safekeeping. There
is a $5.00 charge for each transaction involving the putting of
one or more certificates into safekeeping.
13. How and when can a participant
withdraw from the Plan?
A participant may withdraw from the Plan any time prior
to a dividend record date by writing to the Agent. As soon as
practicable following termination, the Agent will send the
participant a certificate for the whole shares in the
participant's Plan account. If the participant so requests, the
Agent will sell such shares and remit the proceeds, less any
related brokerage commission, applicable stock transfer tax and a
$5.00 termination fee. The Agent will sell the shares on the
open market as soon as practicable after receipt of a request to
terminate; such sale will normally occur on the Monday next
succeeding (or next NYSE trading date thereafter if the NYSE is
not open on such Monday) the date a participant's request to sell
is received. If the request to terminate is received by the
Agent on or after the record date for a dividend payment, any
dividend paid on the dividend payment date will be invested for
the participant's account. Any optional cash investments which
had been sent to the Agent prior to the request to terminate will
also be invested unless return of the amount is expressly
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requested in the request for termination and the request for
termination is received at least two business days prior to the
dividend payment date. The request for termination will then be
processed as promptly as possible following such dividend payment
date. In every case of termination, the participant's interest
in a fractional share will be paid in cash at the closing price
of the Company's common stock on the NYSE Consolidated Tape on
the day the withdrawal notice is received by the Agent. If that
day is not a NYSE trading day, the next subsequent trading day
will be substituted.
14. What happens when a participant ceases
to be a stockholder of record?
If a participant disposes of all shares of stock
registered in his or her name, the Agent will continue to
reinvest the dividends on the shares credited to the
participant's Plan account until otherwise notified.
The Agent may terminate a participant's Plan account at
any time by written notice to the participant.
15. Will a participant receive Company
communications and reports?
A participant will receive all Company communications
and reports, as well as quarterly statements of his or her Plan
account, which should be retained for income tax purposes. (See
Question 18.) A participant should notify the Agent immediately
of any address change in order to prevent Company mailings from
becoming undeliverable by the U.S. Post Office.
16. How will shares held in a participant's Plan
account be voted at meetings of stockholders?
For each meeting of stockholders, a participant will
receive proxy material that will enable the participant to vote
both the shares registered in his or her name and any whole
shares credited to his or her Plan account.
17. What happens in the event the Company declares
a stock dividend, a stock split, or issues
subscription rights?
Stock dividends or split shares distributed by the
Company on shares held by the Agent for a participant will be
credited to the participant's Plan account. Certificates for
stock dividends and split shares distributed on shares registered
in the name of a participant will be mailed directly to the
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participant. In the event of a rights offering, rights on shares
of stock registered in the name of a participant, as well as on
any whole shares credited to the participant's account under the
Plan, will be mailed directly to the participant in the same
manner as to holders of stock not participating in the Plan.
18. What is the federal income tax status of
reinvested dividends and shares of stock
acquired through the Plan?
Cash dividends which are reinvested under the Plan at a
participant's direction are taxable to the participant in the
same manner as cash dividends actually received by the
participant. The reinvestment of such dividends does not enable
the participant to exclude any portion thereof. Where dividends
are reinvested by the Agent through open market purchases of
Company common stock, the amount of the dividend treated as
received by the participant is increased by the amount of
brokerage commissions and service charges paid by the Company on
the participant's behalf.
In the case of optional cash investments wherein the
Agent makes such investments through open market purchases, the
participant is treated as receiving a dividend in the amount of
the brokerage commission and service charges paid by the Company
on the participant's behalf.
In the case of an individual participant, the service
charges paid on behalf of the participant, which are treated as
dividends to the participant under the above discussion, may be
deductible on the participant's income tax return if the
participant itemizes deductions. The deductibility of such
charges is, however, subject to the 2% floor on miscellaneous
itemized deductions.
The tax basis of shares purchased for a participant
pursuant to the dividend reinvestment feature of the Plan is
equal to the amount of the reinvested dividend, plus, in the case
of open market purchases, the amount of brokerage commissions
paid by the Company on the participant's behalf in making such
purchase. In the case of optional cash investments, the
participant's basis in the shares acquired is equal to the amount
of cash paid to the Agent by the participant plus, in the case of
open market purchases, the amount of brokerage commissions paid
by the Company on the participant's behalf.
The holding period of newly issued shares purchased
from the Company for a participant will begin on the day
following the dividend payment date. The holding period for
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shares purchased on the open market will begin on the day
following the date of purchase.
Upon withdrawal of shares from the Plan, a participant
will not realize taxable income when he or she receives
certificates for whole shares of stock acquired through the Plan.
However, a participant who receives a cash payment for a
fractional share credited to his or her Plan account may have a
gain or loss recognized with respect to such fraction. Gain or
loss may also be recognized by a participant when whole shares
are sold, either by the participant or pursuant to his or her
request upon withdrawal from the Plan. The amount of such gain
or loss will be the difference between the amount a participant
receives for such shares or fraction of a share, and the tax
basis thereof.
THE AGENT'S QUARTERLY STATEMENTS OF A PARTICIPANT'S
PLAN ACCOUNT SHOULD BE RETAINED BY THE PARTICIPANT TO HELP
DETERMINE THE TAX BASIS OF SHARES ACQUIRED THROUGH THE PLAN.
Each year, the Agent will send a participant an
information return reporting dividend income received for tax
purposes.
19. What provision is made for foreign stockholders whose
dividends are subject to income tax withholding?
In the case of foreign participating stockholders whose
dividends are subject to income tax withholding, an amount equal
to the dividends less the amount of tax required to be withheld
will be applied to the purchase of shares of stock.
Optional cash investments by foreign stockholders must
be made in United States currency and will be invested in the
same manner as optional cash investments made by domestic
stockholders.
20. Who interprets and regulates the Plan?
The Company reserves the right to interpret and
regulate the Plan as deemed desirable or necessary. Neither the
Company nor the Agent shall be liable for any act done in good
faith, or for any good faith omission to act, including, without
limitation, any claims of liability: (1) arising out of failure
to terminate the participant's Plan account upon such
participant's death prior to receipt of notice in writing of such
death, and (2) with respect to the price at which shares are
purchased for the participant's Plan account and the time such
purchase is made.
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NEITHER THE COMPANY NOR THE AGENT CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
USE OF PROCEEDS
The Company does not know the number of original issue
or treasury shares that will ultimately be offered to the Plan,
the prices at which they will be offered or the timing of
offerings, this last being at the sole discretion of the Company.
Net proceeds received, when authorized and unissued or treasury
shares are sold to participants, will be added to the treasury
funds of the Company and will be used to finance, in part, the
capital expenditures of its subsidiaries.
MISCELLANEOUS
Society National Bank is both Transfer Agent and
Registrar for the common stock. The outstanding shares of common
stock are listed on the NYSE, and the shares offered hereby will
have been listed on that Exchange, subject to notice of issuance.
All shares of the common stock, when issued for not less than its
par value, will be fully paid and nonassessable by the Company.
Each share of common stock has one vote.
LEGAL OPINIONS
The legality of the common stock has been passed upon
for the Company by Stephen E. Williams, Senior Vice President and
General Counsel of the Company and of its subsidiary,
Consolidated Natural Gas Service Company, Inc., ("Service
Company") and Norbert F. Chandler, counsel for the Company and a
General Attorney of Service Company. At October 1, 1995,
Mr. Williams owned directly and/or beneficially 12,384 shares of
the Company's common stock and has been granted pursuant and
subject to the terms of the Company's long-term incentive plans,
restricted stock awards of 606 shares and options on 47,455
shares. As of the same date, Mr. Chandler directly and/or
beneficially owned 3,481 shares of the Company's common stock and
options on 10,311 shares under such long-term incentive plans.
EXPERTS
The consolidated financial statements of Consolidated
Natural Gas Company and its Subsidiaries incorporated in this
Prospectus by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting.
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The estimates of gas and oil reserves included in the
aforesaid 1994 Annual Report are incorporated in this Prospectus
by reference thereto in reliance upon the report of Ralph E.
Davis Associates, Inc., independent geologists, as experts.
The estimates of recoverable raw coal reserves included
in the aforementioned 1994 Annual Report are incorporated in this
Prospectus by reference thereto in reliance upon the report of
John T. Boyd Company, mining and geological engineers, as
experts.
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_______________________________ ____________________________
CONSOLIDATED
NATURAL GAS COMPANY
Consolidated
Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
Phone: (412) 227-1000 ______________
44 Wall Street
New York, New York 10005
Phone: (212) 509-6900
_______________
AGENT FOR PARTICIPANTS
Society National Bank
Corporate Trust Division PROSPECTUS
P.O. Box 6477
Cleveland, Ohio 44101 Dated November 2, 1995
Phone: (216) 687-5745
_____________ ______________
CONTENTS FOR PROSPECTUS DIVIDEND REINVESTMENT PLAN
Page
Available Information.... 2
Incorporation of
Certain Information
by Reference........... 2
The Company.............. 3
Description of
Dividend Reinvestment
Plan................... 3
Use of Proceeds.......... 12
Miscellaneous............ 12
Legal Opinions........... 12
Experts.................. 12
______________________________ ____________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Not applicable.
Item 15. Indemnification of Directors and Officers
Article Fourteenth of the Company Certificate of
Incorporation reads as follows:
"FOURTEENTH. To the full extent that the General
Corporation Law of the State of Delaware, as the 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 liability (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 permitted 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, fiduciary or other
representative of another company, partnership, joint venture,
<PAGE>
trust, association or other enterprise (including any employee
benefit plan), where such service was specifically requested by
the Corporation in accordance with (E) below, or the established
guidelines for participation in outside positions (such service
hereinafter being referred to as "Outside Service"), and is
threatened to be or is made a party to any threatened, pending or
completed claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by
reason of the fact that he is, or was, a director, officer, or
employee of the Corporation or a director, officer, employee,
fiduciary or other representative of such enterprise, shall be
indemnified against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement ("Loss") actually
and reasonably incurred by him in connection with any such
Proceeding to the full extent permitted under the General
Corporation Law of the State of Delaware, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said Law permitted
the Corporation to provide prior to such amendment). The
Corporation shall indemnify any person seeking indemnity in
connection with any Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) initiated
by such person was authorized by the Board of Directors of the
Corporation. With respect to any Loss arising from Outside
Service, the Corporation shall provide such indemnification only
if and to the extent that (i) such other company, partnership,
joint venture, trust, association or enterprise is not legally
permitted or financially able to provide such indemnification,
and (ii) such Loss is not paid pursuant to any insurance policy
other than any insurance policy maintained by the Corporation.
B. The right to be indemnified pursuant to the Bylaws
shall include the right to be paid by the Corporation for
expenses, including attorneys' fees, incurred in defending any
such Proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the
final disposition of such Proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of
such director, officer, or employee, in which such director,
officer or employee agrees to repay all amounts so advanced if it
should be determined ultimately that such director, 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
advancement 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
II-2
<PAGE>
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
modification hereof with respect to events occurring prior
thereto.
D. The right to be indemnified or to the
reimbursement or advancement of expenses pursuant to the Bylaws
shall in 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
corporation of which a majority of the shares entitled to vote in
the election of its directors is held by the Corporation at the
time of such service, or (ii) any employee benefit plan of the
Corporation or 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.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the registrants pursuant to the
foregoing provisions, the registrant has been informed 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.
The Company purchases directors' and officers'
liability insurance.
Item 16. Exhibits
________
4(A) - Certificate of Incorporation of Consolidated
Natural Gas Company (incorporated by
reference to Exhibit A-1 to the Application-
Declaration of the Registrant on Form U-1,
File No. 70-7811).
II-3
<PAGE>
4(B) - Dividend Reinvestment Plan (set forth in full
in the Prospectus to which reference is
hereby made.)
*4(C) - Authorization card.
*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. (Incorporated herein by reference
to Exhibit 12 to the registrant's Form 10-K
for the year ended December 31, 1994.)
*23(A) - Consent of Independent Accountants.
*23(B) - Consent of Independent Geologists.
*23(C) - Consent of Consulting Mining and Geological
Engineers.
*23(D) - Consents of Stephen E. Williams and/or
Norbert F. Chandler (included in opinion
filed as Exhibit 5).
*24 Power of Attorney.
__________
* 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
registration statement (or the most recent post-
effective amendment thereof) which, individually or in
II-4
<PAGE>
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 material
change to such information in the registration
statement;
Provided, however, that paragraphs (1)(i) and
(1)(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 registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effecitve
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offer of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(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 the purposes of determining any liability
under the Securities Act of 1933, each filing of the
registrant'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 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.
(5) Insofar as indemnification for liabilities arising
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
II-5
<PAGE>
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 Exchange 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 indemnification by it
is against public policy as expressed in said Act and will
be governed by the final adjudication of such issue.
II-6
<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 filings on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 2nd day of November, 1995.
CONSOLIDATED NATURAL GAS COMPANY
(Registrant)
L. D. JOHNSON
Vice Chairman and
Chief Financial Officer
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
L.D. JOHNSON Vice Chairman and Chief November 2, 1995
Financial Officer and
Director (Principal
Financial Officer)
G.A. DAVIDSON, JR. Chairman of the Board, )
Chief Executive Officer )
and Director (Principal )
Executive Officer) )
)
S.R. McGREEVY Vice President, Accounting )
and Financial Control )
(Principal Accounting )
Officer) )
)
W.S. BARRACK, JR. Director )
)
J.W. CONNOLLY Director )
)
R.J. GROVES Director )
)
P.E. LEGO Director )
) L.D. JOHNSON
) November 2, 1995
M.A. McKENNA Director ) As Attorney-in-Fact
)
S.A. MINTER Director )
)
W.R. PEIRSON Director )
)
R.P. SIMMONS Director )
)
L. WYSE Director )
II-8
EXHIBIT 4(C)
THIS IS NOT A PROXY
CONSOLIDATED NATURAL GAS COMPANY Check One Box Only - Please see
Dividend Reinvestment Plan reverse for a more complete
Authorization Form explanation of plan options.
Please enroll me in the Dividend / / A. FULL DIVIDEND REINVEST-
Reinvestment Plan of Consolidated MENT - I wish to reinvest
Natural Gas Company as indicated on all dividends on all
this Authorization Form. shares of Common Stock
now or hereafter registered in
my name.
/ / B. PARTIAL DIVIDEND REINVEST-
MENT - I wish to reinvest all
dividends on .......... shares
of Common Stock registered in
my name.
/ / C. OPTIONAL CASH INVESTMENT - I
wish to make only optional cash
investments for the purchase of
additional shares of Common
Stock. (My check is enclosed
for optional cash investment,
indicate amount $..........)
______________________________________
SIGNATURE
______________________________________
SIGNATURE
______________________________________
DATE
All joint owners must sign.
<PAGE>
Completion of this form appoints AmeriTrust Company National Association,
P.O. Box 6477, Cleveland, Ohio 44101, your Agent and directs it to reinvest
your dividends and/or make optional cash investments in accordance with the
option you have selected.
A. FULL DIVIDEND REINVESTMENT -- This option directs the reinvestment of
all dividends on all shares of Common Stock now or hereafter registered in
your name, as well as dividends on all shares credited to your account under
the Plan. You may also make optional cash investments of not less than $25
nor more than $5,000 per quarter.
B. PARTIAL DIVIDEND REINVESTMENT -- This option directs the reinvestment
of all dividends on the number of shares of Common Stock registered in your
name which is indicated on this form. (For example, if you own 500 shares,
and you want to reinvest the dividends on 200 shares, check the "Partial
Dividend Reinvestment" box and fill in "200" on the blank line. A check for
the dividends on the remaining 300 shares will be mailed to you). In
addition, dividends on all shares credited to your account under the Plan
will be reinvested in additional shares. You may also make optional cash
investments of not less than $25 nor more than $5,000 per quarter.
C. OPTIONAL CASH INVESTMENT -- This option permits you to make optional
cash investments of not less than $25 nor more than $5,000 per quarter, even
though you have not elected to reinvest any dividends on shares registered
in your name. Dividends on all shares credited to your account under the
Plan will be reinvested in additional shares. Please make all checks or
money orders payable to "AmeriTrust".
Your participation is subject to the terms of the Prospectus describing the
Plan. You may withdraw or change your option by notifying the Company or
Agent in writing.
Exhibit 5
November 2, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company
Common Stock, $2.75 Par Value
Dear Sirs:
This opinion is rendered in connection with the
proposed sale, by Consolidated Natural Gas Company
("Consolidated") of 2,000,000 additional shares of common stock
("Common Stock") under Consolidated's Dividend Reinvestment
Plan ("Plan"), as described in Consolidated's registration
statement on Form S-3 ("Registration Statement"), including the
prospectus constituting a part thereof, filed under the
Securities Act of 1933 with the Securities and Exchange
Commission ("SEC") this date.
As counsel for Consolidated, we have examined, among
other things, the following: the certificate of incorporation
and by-laws of Consolidated; the SEC Order dated November 30,
1994 (HCAR 26175) ("1994 Order"), File No. 70-7170, issued
pursuant to the Public Utility Holding Company Act of 1935
("1935 Act") and the application-declaration filed under the
1935 Act on Form U-1, as amended, at SEC File No. 70-8667
("Declaration"); the Registration Statement to which this
opinion is an exhibit; the exhibits to the Declaration and
Registration Statement; and the corporate records and
proceedings relating to the issue and sale of such common stock
under the Plan.
The Registration Statement is effective upon filing
in accordance with the SEC's rules for Form S-3. Consoli-
dated's 1935 Act authorization of the Plan in File No. 70-7170
extends through December 331, 1999; such may be superseded in
the future by the SEC making effective the Declaration in File
No. 70-8667. The Declaration proposes, among other things, to
allow the use of treasury shares under the Plan.
<PAGE>
In our opinion,
(1) as long as the Plan is authorized by the 1994
Order, or by a 1935 Act order issued pursuant to
the Declaration, and
(2) as long as the Common Stock, treasury or original
issue, is sold for consideration not less than par
value, and
(3) as long as the Common Stock is executed, issued
(or reissued in the case of treasury shares), sold
and delivered in accordance with the Plan
then such Common Stock will be legally issued (or reissued in the
case of treasury shares), fully paid and nonassessable.
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 supplements
thereto, and to the use of this opinion as an exhibit to the
Registration Statement. We also hereby consent to the statement
in Note 16 of the Notes to the Financial Statements in
Consolidated's Annual Report on Form 10-K for the year ended
December 31, 1994, to the effect that the ultimate liability
arising from the claims and suits pending against Consolidated's
subsidiary companies will not have a material effect on
Consolidated's financial position or results of operations.
Very truly yours,
Stephen E. Williams
Senior Vice President and
General Counsel
N. F. Chandler
General Attorney
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated February 21, 1995 appearing on
page 46 of Consolidated Natural Gas Company's Annual Report on
Form 10-K for the year ended December 31, 1994. We also
consent to the reference to us under the heading "Experts" in
such Prospectus.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania 15219-9954
November 1, 1995
EXHIBIT 23(B)
RALPH E. DAVIS ASSOCIATES, INC.
Consultants - Petroleum and Natural Gas
3555 Timmons Lane - Suite 1105
Houston, Texas 77027
(713) 622-8955
CONSENT OF INDEPENDENT GEOLOGISTS
We hereby consent to the incorporation by reference
in the Prospectus constituting a part of the Registration
Statement on Form S-3 about to be filed with the Securities and
Exchange Commission, registering shares of Consolidated Natural
Gas Company's Common Stock for issuance in connection with its
Dividend Reinvestment Plan, of our estimates of Company-owned
oil and gas reserves in the United States and Canada contained
in Consolidated Natural Gas Company's Annual Report on
Form 10-K for the year ended December 31, 1994. We also
consent to any reference to us under the heading "EXPERTS" in
such Prospectus and in Part II of the Registration Statement
and to the filing of this Consent as an exhibit to the
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,
promoter, underwriter, voting trustee, director, officer, or
employee of the registrant, Consolidated Natural Gas Company.
RALPH E. DAVIS ASSOCIATES, INC.
Thomas N. Sudderth
President
EXHIBIT 23(C)
JOHN T. BOYD COMPANY
MINING AND
GEOLOGICAL
CONSULTANTS
CONSENT
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of the Registration Statement on
Form S-3 about to be filed with the Securities and Exchange
Commission, registering shares of Consolidated Natural Gas
Company's Common Stock for issuance in connection with its
Dividend Reinvestment Plan of our 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, 1994. We also consent to any reference to us
under the heading "EXPERTS" in such Prospectus and in Part II
of the Registration Statement and to the filing of this Consent
as an exhibit to the 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 Company 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, underwriter, voting
trustee, director, officer, or employee of the registrant,
Consolidated Natural Gas Company.
JOHN T. BOYD COMPANY
James W. Boyd
President
Exhibit 24
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, Washington, DC, ("SEC") under the provisions of the
Securities Act of 1933, as amended (the "Act"), a new S-3 Registration
Statement and one or more post-effective amendments ("Registration
Documents"), to register under said Act an additional 2,000,000 shares of
the Common Stock of the Company to be issued in connection with the
Company's Dividend Reinvestment Plan, hereby constitutes and appoints G. A.
Davidson, Jr., L.D. Johnson, and D.M. Westfall, 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 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 requisite 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.
IN WITNESS WHEREOF, the undersigned have hereunto set their hand
and seals this 2nd day of November, 1995.
W.S. Barrack, Jr., Director S.R. McGreevy, Vice President,
Accounting and Financial Control
J.W. Connolly, Director M.A. McKenna, Director
G.A. Davidson, Jr., Chairman S.A. Minter, Director
of the Board, Chief Executive
Officer and Director
R.J. Groves, Director W.R. Peirson, Director
L.D. Johnson, Vice Chairman R.P. Simmons, Director
and Chief Financial Officer
and Director
P.E. Lego, Director L. Wyse, Director
