<PAGE> 1
File Number 70-8703
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other parties)
CNG ENERGY SERVICES CORPORATION
CNG PRODUCTS AND SERVICES, INC.
One Park Ridge Center
P.O. Box 15746
Pittsburgh, Pennsylvania 15244-0746
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President N. F. CHANDLER, General Attorney
and General Counsel Consolidated Natural Gas
Consolidated Natural Gas Company Service Company, Inc.
CNG Tower CNG Tower
625 Liberty Avenue 625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199 Pittsburgh, Pennsylvania 15222-3199
With a copy to:
Gary W. Wolf, Esq.
Cahill Gordon & Reindel
Eighty Pine Street
New York, NY 10005
<PAGE> 2 File Number 70-8703
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated et al. hereby restates the Form U-1 under the above file
number in its entirety as follows.
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.
INTRODUCTION
Consolidated Natural Gas Company ("Consolidated") is a public utility
holding company registered as such under the Public Utility Holding Co. Act of
1935 ("Act" or "1935 Act"). It is engaged solely in the business of owning and
holding all of the outstanding securities of sixteen subsidiaries. These
subsidiary companies are primarily engaged in natural gas exploration,
production, purchasing, gathering, transmission, storage, distribution,
marketing and by-product operations.
This application-declaration ("Application") contains the request of
Consolidated and two of its wholly-owned subsidiaries, CNG Energy Services
Corporation ("Energy Services") CNG Products and Services, Inc.
<PAGE> 3
("CNG Products"), for various authorizations to effect a restructuring of a
group of companies in the Consolidated Natural Gas System ("CNG System" or
"System") which are in the non-utility energy business. The resulting
configuration would cause this part of the CNG System (the "Energy Services
Group") to more substantially conform with its managerial reporting structure.
PROPOSED RESTRUCTURING TRANSACTIONS
The proposed restructuring of the Energy Services Group would be effected
through the following steps.
(1) CNG PRODUCTS BECOMES DIRECT SUBSIDIARY OF CONSOLIDATED. By order
dated August 28, 1995, HCAR No. 26363, File No. 70-8577, Consolidated and
Energy Services were authorized to form CNG Products (then called CNG
Special Products and Services, Inc.). All of the issued and outstanding
common stock of CNG Products are at this time owned by Energy Services.
The current and anticipated activities of CNG Products are now perceived
to be more oriented towards providing services or products to customers of
the local distribution companies in the CNG System. As such, the
operations of CNG Products is under the administrative supervision of the
Senior Vice President, Distribution of Consolidated. It is accordingly
deemed appropriate that the ownership of CNG Products be transferred from
Energy Services to Consolidated. Such transfer would occur in the form of
a dividend by Energy Services to Consolidated of all of the outstanding
common stock of CNG Products.
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(2) CNG PRODUCTS ACQUIRES ASSETS OF NATURAL GAS VEHICLES DIVISION AND
STOCK OF CNG TECHNOLOGIES, INC. FROM CNG POWER By Commission order dated
August 27, 1992, HCAR No. 25615, File No. 70-7845, Consolidated was
authorized to provide up to $25 million to CNG Power, through December 31,
1997, for it to engage in natural gas vehicle activities. By Commission
order dated December 21, 1990, HCAR No. 25224, File No. 70-7761,
Consolidated through CNG Power, was authorized to form CNG Technologies,
Inc. ("CNGT") and to invest up to $2,000,000 in CNGT for it to acquire
limited partnership interests in a gas industry fund created to invest in
smaller companies developing new technologies to enhance the supply,
transportation and utilization of natural gas. In order to have CNG
Power's activities more concentrated in independent power production, it
is proposed to move the present Natural Gas Vehicle Division ("Division")
of CNG Power and the outstanding shares of common stock of CNGT to CNG
Products after it becomes a direct subsidiary of Consolidated. The
transfer of this Division would be effected through a dividend of the
assets of such division to Consolidated, with subsequent transfer of the
same to CNG Products as a contribution of capital by Consolidated. CNG
Products would also succeed CNG Power as the recipient of the
authorizations granted under the Commission's order of August 27, 1992
referred to above. The transfer of the CNGT stock would be effected
through a sale by CNG Power of such stock to CNG Products at its net book
value, which was $1,994,000 at October 8, 1995. Request is made for CNG
Products to obtain the funds for such acquisitions by selling up to 220
shares of its common stock at its par value of $10,000 per share to
Consolidated.
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(3) CNG MARKET CENTER SERVICES, INC. BECOMES DIRECT SUBSIDIARY OF
CONSOLIDATED All of the issued and outstanding shares of common stock of
CNG Market Center Services, Inc., ("CNG Market Center") are owned by CNG
Power. CNG Power was authorized to acquire such shares by Commission
order dated October 21, 1994, HCAR No. 26148, File No. 70-8447. As part
of the movement of CNG Power from being a direct subsidiary of
Consolidated to being a direct subsidiary of Energy Services, CNG Power
will need to transfer as a dividend to Consolidated its ownership of all
of the issued and outstanding shares of common stock of CNG Market Center.
This is necessary in order to maintain certain business efficiencies and
provide maximum flexibility in CNG Market Center's operations that would
not be available if the market center business of the CNG System were to
be under Energy Services, the marketing company of the System.
(4) CNG POWER COMPANY BECOMES SUBSIDIARY OF ENERGY SERVICES. All of
the issued and outstanding shares of common stock of CNG Power are owned
by Consolidated. CNG Power (then called CNG Trading Company) was
organized by Consolidated pursuant to Commission order dated February 27,
1987, HCAR No. 24329, File No. 70-7225. These shares would be transferred
as a capital contribution to Energy Services, thereby making CNG Power a
wholly-owned subsidiary of Energy Services. Currently the management of
CNG Power report to the chief executive officer of Energy Services. To
make CNG Power a direct subsidiary of Energy Services would thus make the
Energy Services Group corporate organization chart agree with its
managerial structure.
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(5) CNG STORAGE SERVICE COMPANY BECOMES SUBSIDIARY OF ENERGY
SERVICES. Consolidated was authorized to form CNG Storage Service Company
("CNG Storage") by Commission order dated May 13, 1991, HCAR No. 25311,
File No. 70-7729. All of the issued and outstanding common stock of CNG
Storage Service Company ("CNG Storage") would be transferred by
Consolidated as a capital contribution to Energy Services, thereby making
CNG Storage a wholly-owned subsidiary of Energy Services. This would
cause the natural gas storage business of CNG Storage to be at the proper
supervisory level in the Energy Services Group structure.
Exhibit G consists of the Energy Services Group organization charts before
and after the proposed restructuring.
AUTHORIZATIONS REQUESTED
The following authorizations are hereby requested.
1. For Energy Services to transfer its ownership of all of the
outstanding shares of common stock of CNG Products to Consolidated as a
dividend.
2. For CNG Power to transfer all of the assets of the Division to
Consolidated as a dividend (the value of such dividend to be the net
assets after adjusting for related liabilities) and for Consolidated to
subsequently transfer such assets to CNG Products as a contribution to
capital.
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3. For CNG Products to purchase from CNG Power all of the outstanding
common stock of CNGT at net book value, and for CNG Products to obtain
funds for such purchase through the sale of up to 220 shares of its common
stock, $10,000 par value per share, to Consolidated at par.
4. For CNG Power to transfer its ownership of all of the outstanding
common stock of CNG Market Center to Consolidated as a dividend.
5. For Consolidated to transfer its ownership of all of the
outstanding shares of common stock of CNG Storage to Energy Services as a
contribution to capital.
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 EWG or a 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 Rules 53(a), (b) or (c) are satisfied.
Consolidated believes that Rule 53(a), (b) and (c) are satisfied in its case as
follows.
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Fifty percent of Consolidated's retained earnings as of September 30,
1995 was $634,048,000. Consolidated does not own any interests in a FUCO.
Consolidated's aggregate investment (as defined in Rule 53(a)(l)(i)) in EWGs as
of the date of filing of this Application-Declaration is estimated to be
approximately $18,000,000, thereby satisfying Rule 53(a)(l).
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). In addition,
the books and records of each such entity are kept in conformity with United
States generally accepted accounting principles ("GAAP"), the financial
statements are prepared according to GAAP, and Consolidated undertakes to
provide the SEC access to such books and records and financial statements as it
may request.
It is anticipated that a minimal number of employees of Consolidated's
domestic public-utility companies will render services, directly or indirectly,
to EWGs and FUCOs in the Consolidated System, and the number of such employees
shall not in any event exceed two percent of the total number of employees of
such utility companies, thereby satisfying Rule 53(a)(3).
All Form U-1 filings seeking authority to finance EWGs, together with
related filings of Rule 24 and Item 9 of Form U5S, have been, or will be,
submitted to the public utility commissions of the states having jurisdiction
over the rates of the public-utility companies in the CNG System, thereby
satisfying Rule 53(a)(4).
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.
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(b) Describe briefly, and where practicable state the approximate amount
of any material interest in the proposed transaction, direct or indirect, of
any associate company or affiliate of the applicant or declarant or any
affiliate of any such associate company.
None except as set forth in Item 1.(a) above.
(c) If the proposed transaction involves the acquisition of securities
not issued by a registered holding company or a subsidiary thereof, describe
briefly the business and property, present or proposed, of the issuer of such
securities.
Inapplicable.
(d) If the proposed transaction involves the acquisition or disposition
of assets, describe briefly such assets setting forth original cost, vendor's
book cost (including the basis of determination) and applicable valuation and
qualifying reserves.
Inapplicable.
Item 2. Fees, Commissions and Expenses
(a) State (1) the fees, commissions and expenses paid or incurred, or to
be paid or incurred, directly or indirectly, in connection with the proposed
transaction by the applicant or declarant or any associate company thereof, and
(2) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by applicant or
declarant to act for the successful bidder.
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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 herein proposed transactions will consist of the $2,000 filing fee under
the Act, $8,000 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 and other documents, and
$2,000 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 in connection with the preparation of this
Application on Form U-1 and other related documents and papers
required to consummate the proposed transactions are included in the above.
Item 3. Applicable Statutory Provisions
(a) State the sections of the Act and the rules thereunder believed to be
applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of
exemption.
Section 6(a) and 7 and Rule 43 apply to the sale and issuance of up to 220
shares of its common stock by CNG Products to Consolidated.
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Sections 9, 10(a) and 12(f) and Rule 45 are believed to be applicable to
the following proposed transactions:
The (i) acquisitions by Consolidated of (a) the common stock of CNG Market
Center from CNG Power, (b) the common stock of CNG Products from Energy
Services and up to 220 additional shares of common stock of CNG Products
to fund such company's acquisition of the common stock of CNGT, and
(c) the assets of the Division from CNG Power; and (ii) the capital
contributions by Consolidated of (y) the Division assets to CNG Products
and (z) the CNG Storage common stock to Energy Services.
The acquisition by Energy Services from Consolidated of the common stocks
of CNG Storage and CNG Power.
The acquisition by CNG Products of (i) the outstanding common stock of
CNGT from CNG Power and (ii) the assets of the Division from Consolidated.
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any section of
the Act or provision of the rules or regulations other than those specifically
referred to herein, request for such authorization, approval or exemption is
hereby made.
(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.
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Item 4. Regulatory Approval
(a) State the nature and extent of the jurisdiction of any state
commission or any Federal commission (other than the Securities and Exchange
Commission) over the proposed transaction.
No state commission or Federal commission (other than the Securities and
Exchange Commission) has jurisdiction over the proposed transaction.
(b) Describe the action taken or proposed to be taken before any
commission named in answer to paragraph (a) of this item in connection with the
proposed transaction.
Not applicable.
Item 5. Procedure
(a) State the date when Commission action is requested. If the date is
less then forty (40) days from the date of the original filing, set forth the
reasons for acceleration.
It is hereby requested that the Commission issue its order with respect
to the transactions proposed herein on or before January 31, 1996.
(b) State (i) whether there would be a recommended decision by a hearing
officer, (ii) whether there should be a recommended decision by any other
responsible officer of the Commission, (iii) whether the Division of Corporate
Regulation may assist in the preparation of the Commission's decision, and
(iv) whether there should be a thirty (30) day waiting period between the
issuance of the Commission's order and the date on which it is to become
effective.
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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 transaction. The Office of Public Utility Regulation may assist in
the preparation of the Commission's decision. There should be no waiting
period between the issuance of the Commission's order and the date on which it
is to become effective.
Item 6. Exhibits and Financial Statements
The following exhibits and financial statements are made a part of this
statement:
(a) Exhibits
A-1 The certificates of incorporation of CNG Power, CNG Market
Center, and CNG Storage as filed as exhibits to Consolidated's
Form U5S, File No. 30-203, are hereby incorporated by reference.
The certificate of incorporation of CNG Products, as amended,
is filed herewith.
A-2 The by-laws of the companies listed in A-1 above as filed as
exhibits to Consolidated's Form U5S, File No. 30-203,
are hereby incorporated by reference. The by-laws of CNG
Products is filed herewith.
F-1 Opinion of Counsel for Consolidated, Energy Services and CNG
Special Products.
(To be filed by amendment)
G Charts depicting the Energy Services Group before and after
proposed restructuring.
O Proposed Notice pursuant to Rule 22(f).
(b) Financial Statements
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Financial statements are not submitted with respect to the authorizations
requested herein due to the immaterial effect thereof on the Company's
financial statements on a consolidated basis. However, Consolidated will
furnish any financial information that the Commission shall request.
Item 7. Information as to Environmental Effects
(a) Describe briefly the environmental effects of the proposed
transactions in terms of the standards set forth in Section 102(2)(C) of the
National Environmental Policy Act (42 U.S.C. 4312(2)(C)). If the response to
this term is a negative statement as to the applicability of Section 102(2)(C)
in connection with the proposed transaction, also briefly state the reasons for
that purpose.
As more fully described in Item 1, the proposed transactions subject to
the jurisdiction of this Commission relate only to the purchase and sale
of securities and involve no major federal action significantly affecting the
human environment.
(b) State whether any other federal agency has prepared or is preparing
an environmental impact statement ("EIS") with respect to the proposed
transaction. If any other federal agency has prepared or is preparing an EIS,
state which agency or agencies and indicate the status of that EIS preparation.
None.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Co. Act of
1935, the undersigned companies have duly caused this statement to be signed on
their respective behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By D. M. Westfall
Senior Vice President and
Chief Financial Officer
CNG ENERGY SERVICES CORPORATION
CNG PRODUCTS AND SERVICES, INC.
By N. F. Chandler
Their Attorney
Date: December 19, 1995
<PAGE> 1 Exhibit A-1
CERTIFICATE OF INCORPORATION
OF
CNG Products and Services, Inc.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST. The name of the corporation (hereinafter called the "corporation")
is:
CNG Products and Services, Inc.
SECOND. The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-l00, City of Dover, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.
THIRD. The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
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FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is 0ne Thousand (1,000) shares. Each of such shares
have a par value of Ten Thousand Dollars ($l0,000.00). All such shares are one
class and are shares of Common Stock.
FIFTH. The name and mailing address of the incorporator are as follows:
NAME MAIL ADDRESSING
Sarah Thomas 1013 Centre Road
Wilmington, DE 19805
SIXTH. The name and the mailing address of each person who is to serve as
a director until the first annual meeting of stockholders or until a successor
is elected and qualified is as follows:
T. N. Tower One Park Ridge Center, P.O. Box 15746
Pittsburgh, PA 15244
R. R. Gifford One Park Ridge Center, P.O. Box 15746
Pittsburgh, PA 15244
C. T. Funk One Park Ridge Center, P.O. Box 15746
Pittsburgh, PA 15244
SEVENTH. The corporation is to have perpetual existence.
EIGHTH. In furtherance, and not in limitation of the powers conferred by
statue, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
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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 designate one or more directors-as alternate members of any
committee, who may replace any 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. 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 corporation,
shall have and may exercise all the business and affairs of the corporation,
and may authorized 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 consolidation, 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 of a revocation of a dissolution, or amending the by-laws of the
corporation; and unless the resolution or by-laws expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorized the issuance of stock.
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When and as authorized by the stockholders in accordance with statue, 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 corporation, as its board of
directors shall deem expedient and for the best interests of the corporation.
NINTH. Elections of directors need not be by written ballot unless the
by-law of the corporation shall so
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.
TENTH. 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.
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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 no 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.
ELEVENTH. 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.
<PAGE> 1 Exhibit A-2
CNG PRODUCTS AND SERVICES, INC.
BY-LAWS
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Dover, County of
Kent, State of 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 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.
<PAGE> 2
Section 2. Annual meetings of stockholders, commencing with the year 1995,
shall be held on the third Tuesday of May 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 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.
<PAGE> 3
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 stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding
and entitled 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 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
<PAGE> 4
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.
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.
<PAGE> 5
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 three directors. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of 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 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.
<PAGE> 6
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 corporation 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 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
<PAGE> 7
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 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 of 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.
<PAGE> 8
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 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, designate 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 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, (except
<PAGE> 9
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 consolidation, 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 dissolution, 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 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.
<PAGE> 10
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 or 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-laws, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
<PAGE> 11
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 certificate 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> 12
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.
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
<PAGE> 13
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 resolutions 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.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice president, 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
<PAGE> 14
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings 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 stockholders and special meetings of the board of directors,
and' shall perform such other duties as may be prescribed by the 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
affixing by his signature.
Section 10. 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
<PAGE> 15
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 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 13. 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
<PAGE> 16
Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers 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 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 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 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.
<PAGE> 17
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 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.
<PAGE> 18
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 canceled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person 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.
<PAGE> 19
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to 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 certificate 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.
<PAGE> 20
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from 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.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be the calendar
year unless fixed otherwise by resolution of the board of directors.
<PAGE> 21
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. Each person who at any time is, or shall have been a director
or officer of the corporation, or serves or has served as a director, officer,
fiduciary or other representative of another company, partnership, joint
venture, trust, association or other enterprise (including any employee benefit
plan), where such service was specifically requested by the corporation in
accordance with the fourth paragraph of this Section 7, 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,
fiduciary or -other representative of such other enterprise, shall be
indemnified against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement ("Loss") actually and reasonably incurred by him in
connection with any such- Proceeding to the full extent permitted under the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended, (but, in the case of any such amendment, only to the
<PAGE> 22
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.
The right to be indemnified pursuant hereto shall include the right to be
paid by the corporation for expenses, including attorney's fees, incurred in
defending any such Proceeding in advance of its final disposition; provided,
however, that the payment of such expenses in advance of the final disposition
of such Proceeding shall be made only upon delivery to the corporation of an
undertaking, by or on behalf of such director, officer, fiduciary or other
representative in which such director, officer, fiduciary or other
representative agrees to repay all amounts so advanced if it should be
determined ultimately that such director, officer, fiduciary or other
representative is not entitled to be indemnified under applicable law.
<PAGE> 23
The right to be indemnified or to the reimbursement or advancement of
expenses pursuant hereto shall in no way be exclusive of any other rights of
indemnification or advancement to which any such director, officer or employee
may be entitled, under any by-law, 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.
Any person who is serving or has served as a director, officer, or
fiduciary of (i) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held by the corporation at the time
of such service, or (ii) any employee benefit plan of the corporation or of any
corporation referred to in the foregoing (i), shall be deemed to be doing or
have done so at the request of the corporation.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders 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 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
<PAGE> 24
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
<TABLE>
EXHIBIT H
Energy Services Group Before Restructuring
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CNG
|
G.P.= general partnership ________________________________|____________________________________________________
L.P.= limited partnership | | | |
CNG CNG CNG Power CNG
Power Energy Services Storage Service
Company Services Corporation Company
| | |
| | |
_________| Special purpose CNG
| | subsidiaries and Lakewood
Power | Liquids partnership |
____________Generation |_________Division interests in two |
| Division | gathering systems |
| | 1% G.P.
Special purpose | interest in
subsidiaries and | Technical Lakewood
partnership |________ Products Cogen. L.P.
interests in | Division
various |
independent |
power producers, | Natural Gas
including a 34% |_______ Vehicle Div.
interest in |
Lakewood Cogen L.P. |
| CNG Market
|_______ Center
Services, Inc.
</TABLE>
<PAGE> 2
<TABLE>
EXHIBIT H
Energy Services Group After Restructuring
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
CNG
G.P.= general partnership |
L.P.= limited partnership ___________________________|____________________________________
| | | |
CNG Market Center CNG CNG Products and CNG Power
Services, Inc. Energy Services, Inc. Services
Services | Corporation
| | |
| |_Customer Service CNG
| | Division Lakewood
| | |
| |_CNG Technologies, 1% G.P.
| | Inc. interest in
| | Lakewood
| |_Natural Gas Cogen. L.P.
| Vehicles Division
_____________________________________________________|_____________________________________________________\
| | | /
CNG Power Special purpose CNG Storage Future
______Company_____ subsidiaires and Service Company Subsidiaries
| | partnership interests for Other
Power Liquids in two gathering New
Generation Division systems Businesses
Division
|
Special purpose
subsidiaries and
partnership
interests in
various
independent
power producers,
including a 34%
interest in
Lakewood Cogen L.P.
Note: Technical Products Division is eliminated under CNG Power Company; such division has been
dormant for some time and is now regarded as non-existent.
</TABLE>
<PAGE> 1 EXHIBIT O
Proposed Notice
Pursuant to Rule 22(f)
(Release No. 35- )
FILINGS UNDER THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 ("ACT")
December , 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
January , 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 ("CNG"), CNG Tower, 625 Liberty Avenue,
Pittsburgh, Pennsylvania, 15222-3199, a registered holding company, and CNG's
wholly-owned subsidiaries, CNG Energy Services Corporation ("Energy Services"),
and CNG Products and Services, Inc. ("CNG Products"), One Park Ridge Center,
P.O. Box 15746, Pittsburgh, Pennsylvania 15244-0746, have filed an application-
declaration pursuant to Sections 9, 10, and 12 of the Act and Rule 45
thereunder.
Consolidated, Energy Services and CNG Power, request various
authorizations to effect a restructuring of a group of companies in the
Consolidated Natural Gas System ("CNG System" or "System") which are in the
non-utility energy business. The resulting configuration would cause this part
of the CNG System (the "Energy Services Group") to more substantially conform
with its managerial reporting structure.
The restructuring of the Energy Services Group would be effected through
the following steps.
(1) CNG PRODUCTS BECOMES DIRECT SUBSIDIARY OF CONSOLIDATED. By order
dated August 28, 1995, HCAR No. 26363, File No. 70-8577, Consolidated and
Energy Services were authorized to form CNG Products (then called CNG
Special Products and Services, Inc.). All of the issued and outstanding
common stock of CNG Products are at this time owned by Energy Services.
The current and anticipated activities of CNG Products are now perceived
to be more oriented towards providing services or products to customers of
the local distribution companies in the CNG System. As such, the
operations of CNG Products is under the administrative supervision of the
Senior Vice President, Distribution of Consolidated. It is accordingly
<PAGE> 3
deemed appropriate that the ownership of CNG Products be transferred from
Energy Services to Consolidated. Such transfer would occur in the form of
a dividend by Energy Services to Consolidated of all of the outstanding
common stock of CNG Products.
(2) CNG PRODUCTS ACQUIRES ASSETS OF NATURAL GAS VEHICLES DIVISION AND
STOCK OF CNG TECHNOLOGIES, INC. FROM CNG POWER By Commission order dated
August 27, 1992, HCAR No. 25615, File No. 70-7845, Consolidated was
authorized to provide up to $25 million to CNG Power, through December 31,
1997, for it to engage in natural gas vehicle activities. By Commission
order dated December 21, 1990, HCAR No. 25224, File No. 70-7761,
Consolidated through CNG Power, was authorized to form CNG Technologies,
Inc. ("CNGT") and to invest up to $2,000,000 in CNGT for it to acquire
limited partnership interests in a gas industry fund created to invest in
smaller companies developing new technologies to enhance the supply,
transportation and utilization of natural gas. In order to have CNG
Power's activities more concentrated in independent power production, it
is proposed to move the present Natural Gas Vehicle Division ("Division")
of CNG Power and the outstanding shares of common stock of CNGT to CNG
Products after it becomes a direct subsidiary of Consolidated. The
transfer of this Division would be effected through a dividend of the
assets of such division to Consolidated, with subsequent transfer of the
same to CNG Products as a contribution of capital by Consolidated. CNG
Products would also succeed CNG Power as the recipient of the
authorizations granted under the Commission's order of August 27, 1992
referred to above. The transfer of the CNGT stock would be effected
through a sale by CNG Power of such stock
<PAGE> 4
to CNG Products at its net book value, which was $1,994,000 at October 8,
1995. Request is made for CNG Products to obtain the funds for such
acquisitions by selling up to 220 shares of its common stock at its par
value of $10,000 per share to Consolidated.
(3) CNG MARKET CENTER SERVICES, INC. BECOMES DIRECT SUBSIDIARY OF
CONSOLIDATED All of the issued and outstanding shares of common stock of
CNG Market Center Services, Inc., ("CNG Market Center") are owned by CNG
Power. CNG Power was authorized to acquire such shares by Commission
order dated October 21, 1994, HCAR No. 26148, File No. 70-8447. As part
of the movement of CNG Power from being a direct subsidiary of
Consolidated to being a direct subsidiary of Energy Services, CNG Power
will need to transfer as a dividend to Consolidated its ownership of all
of the issued and outstanding shares of common stock of CNG Market Center.
This is necessary in order to maintain certain business efficiencies and
provide maximum flexibility in CNG Market Center's operations that would
not be available if the market center business of the CNG System were to
be under Energy Services, the marketing company of the System.
(4) CNG POWER COMPANY BECOMES SUBSIDIARY OF ENERGY SERVICES. All of
the issued and outstanding shares of common stock of CNG Power are owned
by Consolidated. CNG Power (then called CNG Trading Company) was
organized by Consolidated pursuant to Commission order dated February 27,
1987, HCAR No. 24329, File No. 70-7225. These shares would be transferred
as a capital contribution to Energy Services, thereby making CNG Power a
wholly-owned subsidiary of Energy Services. Currently the management of
CNG Power report to the chief executive officer of Energy Services. To
<PAGE> 5
make CNG Power a direct subsidiary of Energy Services would thus make the
Energy Services Group corporate organization chart agree with its
managerial structure.
(5) CNG STORAGE SERVICE COMPANY BECOMES SUBSIDIARY OF ENERGY
SERVICES. Consolidated was authorized to form CNG Storage Service Company
("CNG Storage") by Commission order dated May 13, 1991, HCAR No. 25311,
File No. 70-7729. All of the issued and outstanding common stock of CNG
Storage Service Company ("CNG Storage") would be transferred by
Consolidated as a capital contribution to Energy Services, thereby making
CNG Storage a wholly-owned subsidiary of Energy Services. This would
cause the natural gas storage business of CNG Storage to be at the proper
supervisory level in the Energy Services Group structure.
____________________________________
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
