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BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
_____________________________________________
:
In the Matter of :
: CERTIFICATE
CONSOLIDATED NATURAL GAS COMPANY, ET AL. : OF
: NOTIFICATION
File No. 70-7761 :
:
(Public Utility Holding Company Act of 1935) :
_____________________________________________
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Orders dated December 21, 1990 and December 17, 1993 ("Orders"), HCAR
Nos. 25224 and 25954 respectively, in the above proceeding, the Securities and
Exchange Commission ("Commission") allowed the Application-Declaration of
Consolidated Natural Gas Company ("CNG") and CNG Energy Company ("CNG Energy"),
to become and remain effective. The 1990 Order authorized CNG Energy to
establish and fund CNG Technologies, Inc. ("CNGT") -- a wholly owned, limited
purpose subsidiary -- to pursue and support the development of new gas related
technologies. CNG Energy was also authorized to acquire a limited partnership
interest in EnerTek Partners, L.P. -- a gas industry fund that invests in small
companies developing new gas related technologies -- and assign such to CNGT.
CNGT was authorized to subsequently make capital contributions to EnerTek such
that the total amount invested in EnerTek by CNG companies would not exceed
$2,000,000. Finally, the 1993 Order extended the 1990 authorizations through
December 31, 1995. As a result of the Orders, the following occurred:
i) CNGT was incorporated with authorized capital consisting of 250
shares of common stock, $10,000 par value per share;
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ii) CNG purchased from time to time a total of 2,000 shares of CNG Energy
common stock, $1,000 par value per share, for an aggregate amount of
$2,000,000;
iii) In turn, CNG Energy purchased from time to time a total of 200 shares
of CNGT common stock, $10,000 par value per share, for an aggregate
amount of $2,000,000 and assigned its limited partnership interest in
EnerTek to CNGT; and
iv) with the funds obtained from CNG Energy, CNGT made capital
contributions of $500,000 to EnerTek in four installments, the final
installment being paid on December 9, 1994;
The "past-tense" opinion (required by paragraph F(2) of the instructions
to exhibits for Form U-1) is attached as Exhibit F-2.
As of January 16, 1995, CNG Energy Company changed its name to CNG Power
Company. Thus, the signature block below reflects the name change. Since all
of the transactions described above were completed before the name change, CNG
Energy Company is referenced in the body of the Certificate of Notification to
avoid confusion.
CONSOLIDATED NATURAL GAS COMPANY
CNG POWER COMPANY (formerly, CNG ENERGY
COMPANY)
CNG TECHNOLOGIES, INC.
By James M. Hostetler
Their Attorney
Dated: January 20, 1995
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EXHIBIT F-2
January 20, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Consolidated Natural Gas Company, et al.,
S.E.C. File Number 70-7761
Dear Sirs:
The following "past-tense" opinion is rendered in accordance with
the requirements of Exhibit F-2 to Form U-1 of the Securities and
Exchange Commission ("SEC") with respect to the transactions proposed
by Consolidated Natural Gas Company ("Consolidated') and CNG Energy
Company ("CNG Energy"), (referred to collectively as the "Companies"),
in the Application-Declaration at SEC File No. 70-7761, as
post-effectively amended ("Application-Declaration").
As of January 16, 1995, CNG Energy Company changed its name to CNG
Power Company. Since all of the transactions described below were
completed before the name change, CNG Energy Company is referenced in
the body of this "past-tense" opinion to avoid confusion.
I have examined the Certificate of Incorporation and Bylaws of the
Companies and of CNG Technologies, Inc. ("CNGT"), the corporate minutes
of the Companies and of CNGT relating to the transactions with respect
to the acquisition by CNG Energy of a partnership
interest in
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EnerTek Partners, L.P. ("EnerTek"), the subsequent transfer by CNG
Energy of such partnership interest to CNGT, a subsidiary of CNG
Energy, and the subsequent capital contribution by CNGT to EnerTek, the
Application-Declaration, and such other documents, records, laws and
other matters as I deemed relevant and necessary for the proposes of
this opinion.
Based on such examination and relying thereon, I am of the opinion
that
(a) No state commission had jurisdiction of the proposed
transactions;
(b) All state laws applicable to the transactions have been
complied with;
(c) CNG Energy and CNGT are validly organized and duly existing,
and the capital stock of CNG Energy and CNGT was validly
issued, fully paid and nonassessable, and the respective
holders thereof are entitled to the rights and privileges
pertaining thereto set forth in Certificate of Incorporation
of CNG Energy or CNGT, as the case may be;
(d) Consolidated has legally acquired the capital stock of CNG
Energy as described in the Application-Declaration;
(e) CNG Energy has legally acquired the partnership interest in
EnerTek and the capital stock of CNGT as described in the
Application-Declaration;
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(f) CNG Energy has legally assigned the partnership interest in
EnerTek to CNGT as described in the Application-Declaration;
and
(g) The consummation of the proposed transactions did not violate
the legal rights of the holders of any securities issued by
Consolidated or CNG Energy or any associate company thereof.
I hereby consent to the use of this opinion in connection with
this filing.
Sincerely,
James M. Hostetler
Attorney
