<PAGE> 1 File Number 70-8739
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
FORM U-1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
Names and addresses of agents for service:
D. M. WESTFALL, Senior Vice President
and Chief Financial Officer
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
N. F. CHANDLER, General Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
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 70-8739
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
FORM U-1
DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company hereby amends its declaration under the
above file number as follows:
Item 1. Description of Proposed Transaction
___________________________________
The following is inserted at the end of the response under this Item:
"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 exempt wholesale generator ("EWG") or
a foreign utility company ("FUCO"), or other transactions by such registered
holding company or its subsidiaries other than with respect to EWGs or FUCOs,
the Commission shall not consider the effect of the capitalization or earnings
of any subsidiary which is an EWG or a FUCO upon the registered holding company
system if Rules 53(a), (b) or (c) are satisfied.
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Fifty percent of Consolidated's retained earnings as of September 30,
1995 was $634,048,000; Consolidated's aggregate investment (as defined in Rule
53(a)(l)(i)) in EWGs is estimated to be approximately $18,000,000, thereby
satisfying Rule 53(a)(l). Consolidated does not own any interests in a FUCO.
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. Employees
of Consolidated's domestic public-utility companies do not render services,
directly or indirectly, to the EWGs in the Consolidated System, thereby
satisfying Rule 53(a)(3). Consolidated, in connection with any Form U-1
seeking approval of EWG financing, has submitted copies of the documents
described in Rule 53(a)(4) with every federal, state or local regulation having
jurisdiction over the retail rates of the public-utility companies in the CNG
System. Rule 53(a)(4) is correspondingly satisfied.
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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Item 6. Exhibits and Financial Statements
_________________________________
The following exhibit is made a part of this statement:
(a) Exhibits
________
F-1 Opinion of counsel.
SIGNATURES
__________
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By D. M. Westfall
Senior Vice President and
Chief Financial Officer
Date: December 15, 1995
<PAGE> 1 EXHIBIT (F)
December 15, 1995
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: Consolidated Natural Gas Company
SEC File Number 70-8739
Dear Sirs:
The following opinion is rendered in accordance with the requirements of
Exhibit F to Form U-1 of the Securities and Exchange Commission ("SEC") with
respect to the transactions proposed ("Proposed Transactions") by Consolidated
Natural Gas Company ("Consolidated") in the Declaration at SEC File No. 70-
8739, as amended ("Declaration"). In the Declaration authority is requested
for Consolidated to implement a stockholder rights plan ("Plan") and to enter a
related Rights Agreement ("Agreement") with Society National Bank, as agent.
Pursuant to the Plan, the board of directors of Consolidated would declare
a dividend distribution of one right ("Right") for each outstanding share of
common stock, $2.75 par value per share, of Consolidated common stock ("Common
Stock") to stockholders of record at the close of business on a specified
record date. Each Right would initially entitle the holder to purchase from
Consolidated one-half of a share of Common Stock at a price of $175 per share
($87.50 per half-share), subject to adjustment; would be evidenced by the
certificates for shares of Common Stock; and would only be transferable with
the Common Stock.
Separate certificates evidencing the Rights would be issued to such
holders of Common Stock in the event (i) a person or affiliated group acquires
the ownership of 10% or more of the voting power of the outstanding voting
securities of Consolidated or (ii) the announcement of a tender offer or
exchange offer (incipient or already begun) which would result in a person
owning 10% or more of such voting power. Once a person obtains beneficial
ownership of 10% or more of the voting power of the outstanding voting
securities of Consolidated, the holder of a Right (except such 10% or more
holder) would be able to receive, upon exercise, Common Stock or other assets
having a value equal two times the purchase price of the Right then in effect.
The terms and conditions of the Plan are as described in more detail in the
Declaration.
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I have examined the certificates of incorporation and bylaws of
Consolidated; corporate action of Consolidated relating to the Proposed
Transactions; the Declaration; the Agreement; and such other documents,
records, laws and other matters as I deemed relevant and necessary for the
purposes of this opinion.
Based on such examination and relying thereon, I am of the opinion that
when the SEC shall have permitted the Declaration to become effective and all
other applicable federal and state security laws and regulations shall have
been complied with, all requisite action will have been taken by Consolidated,
except the actual carrying out thereof.
In the event the Proposed Transactions are consummated in accordance with
the Declaration, I am of the opinion that:
(a) No state commission has jurisdiction of the
Proposed Transactions;
(b) Consolidated is validly organized and duly existing;
(c) The shares of Common Stock when issued pursuant to
the Plan will be validly issued, fully paid and
nonassessable, and the holders of such shares will
be entitled to the rights and privileges appertaining
thereto set forth in the certificate of incorporation
of Consolidated;
(d) All state laws applicable to the Proposed
Transactions will have been complied with, however I
express no opinion as to need to comply with state
blue sky laws;
(e) The consummation of the Proposed Transactions will
not violate the legal rights of the holders of any
securities issued by Consolidated or any associate
company thereof.
I hereby consent to the use of this opinion in connection with the
Declaration.
Very truly yours,
N. F. Chandler
Attorney
