CONSOLIDATED NATURAL GAS COMPANY
Debentures
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Consolidated Natural Gas Company ("Company") may offer
from time to time up to $500,000,000 aggregate principal amount
of its Debentures (the "New Debentures") in one or more series
in amounts, at prices and upon terms to be determined in light
of market conditions at the time of sale and in conformity with
the requirements of the Public Utility Holding Company Act of
1935 ("Holding Company Act"). The New Debentures may be sold
directly by the Company, through agents designated from time to
time, or to or through underwriters or dealers (see "Plan of
Distribution").
The specific aggregate principal amount, maturity,
rate and time of payment of interest, any redemption provisions,
initial public offering price, proceeds to the Company, and any
other specific terms in connection with the offering and sale of
a series of New Debentures, including the names of the under-
writers or agents, if any, and the terms of such offering, will
be set forth in a Prospectus Supplement accompanying this Pro-
spectus.
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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.
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The date of this Prospectus is February 3, 1995
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AVAILABLE INFORMATION
The Company is subject to the informational require-
ments of the Securities Exchange Act of 1934 ("Exchange Act")
and in accordance therewith files reports and other information
with the Securities and Exchange Commission ("Commission").
Such reports and other information filed by the Company can be
inspected and copied at the public reference facilities main-
tained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; and at the Commission's Regional Offices in the
Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661 and Seven World Trade Center, New York, New York
10048. Copies of such material can also be obtained from the
Public Reference Section of the Commission at its principal
office 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., 20 Broad Street, New York,
New York 10005.
This Prospectus constitutes a part of a registration
statement ("Registration Statement") which the Company has
filed with the Commission under the Securities Act of 1933, as
amended, with respect to the New Debentures. This Prospectus
omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration
Statement and related exhibits thereto for further information
with respect to the Company and the securities offered hereby.
Such additional information can be obtained from the Commis-
sion's office in Washington, D.C. Any statements contained
herein concerning the provisions of any documents are not nec-
essarily complete, and, in each instance, reference is made to
the copy of such document filed as an exhibit to the Registra-
tion Statement or otherwise filed with the Commission. Each
such statement is qualified in its entirety by such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the
Company with the Commission pursuant to the Exchange Act (File
No. 1-3196), are incorporated by reference in this Prospectus
and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the
year ended December 31, 1993; and
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(2) The Company's Quarterly Reports on Form 10-Q for
the Quarters ended March 31, June 30 and September 30, 1994.
All documents filed by the Company pursuant to Sec-
tion 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of
the offering of the New Debentures shall be deemed to be incor-
porated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
The Company hereby undertakes to provide without
charge to each person to whom this Prospectus is delivered,
upon written or oral request of such person, a copy of any and
all of the documents incorporated herein by reference, exclud-
ing the exhibits thereto. Requests for such documents should
be addressed to Ms. Laura J. McKeown, Secretary, Consolidated
Natural Gas Company, CNG Tower, 625 Liberty Avenue, Pittsburgh,
PA 15222-3199, (412) 227-1125.
THE COMPANY AND ITS SUBSIDIARIES
The Company is a Delaware corporation organized on
July 21, 1942. It is engaged solely in the business of owning
and holding the outstanding securities of eleven companies
directly engaged in the natural gas business, a company holding
coal reserves, a research company, an energy company and a sub-
sidiary service company.
The Company and its subsidiaries ("Consolidated Sys-
tem" or "System") are engaged in all phases of the natural gas
business -- distribution, transmission and exploration and pro-
duction. The Company's principal subsidiaries are described
below.
CNG Transmission Corporation operates a regional
interstate pipeline system and provides gas transportation and
storage services to each of the Company's public utility sub-
sidiaries (except West Ohio Gas Company) and to non-affiliated
utilities, end-users and others in the Midwest, the Mid-Atlan-
tic states and the Northeast. CNG Transmission Corporation is
subject to regulation by the Federal Energy Regulatory
Commission.
Public utility subsidiaries of the Company are The
East Ohio Gas Company, West Ohio Gas Company, The Peoples Natural
Gas Company, Virginia Natural Gas, Inc. and Hope Gas, Inc.
Principal cities served at retail are:
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Cleveland, Akron, Youngstown, Canton, Warren, Lima, Ashtabula
and Marietta in Ohio; Pittsburgh (a portion), Altoona and
Johnstown in Pennsylvania; Norfolk, Newport News, Virginia
Beach, Chesapeake, Hampton and Williamsburg in Virginia; and
Clarksburg and Parkersburg in West Virginia.
CNG Producing Company is the Company's exploration
and production subsidiary. It explores for and produces gas
and oil primarily in the Gulf of Mexico, the southern and west-
ern United States, the Appalachian region and in Canada.
USE OF PROCEEDS
The proceeds from the sale of the New Debentures will
be added to the treasury funds of the Company and subsequently
used to finance System capital expenditures, general corporate
purposes, purchase of the Company's common stock in the open
market and/or acquire, retire or redeem debt securities issued
by the Company as authorized by the Commission under the Hold-
ing Company Act. The balance of funds required for these pur-
poses is expected to be obtained principally from internal cash
generation and the issuance of other debt securities. Refer-
ence is made to the documents incorporated by reference herein
for information relating to estimated capital expenditures.
CERTAIN TERMS AND DESCRIPTIONS OF
DEBENTURES AND INDENTURE
The New Debentures are to be issued under an Inden-
ture dated as of May 1, 1971 ("Original Indenture") between the
Company and Chemical Bank, as Trustee ("Trustee"), as supple-
mented by various supplemental indentures and as to be further
supplemented by a supplemental indenture related to each series
of the New Debentures ("Supplemental Indenture"). The Original
Indenture as supplemented, is hereinafter referred to as the
"Indenture." The Indenture is filed as an exhibit to the Reg-
istration Statement of which this Prospectus is a part.
The Indenture permits the issue of one or more addi-
tional series of Debentures thereunder, the terms of any such
additional series to be set forth in the related Supplemental
Indenture. The New Debentures and any other debentures issued
under the Indenture are hereinafter referred to as the
"Debentures."
The definitive provisions of the New Debentures will
not be determined until the time of sale and, accordingly, the
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provisions described below may be changed and new provisions
may be added. The definitive terms of each series of the New
Debentures are set forth in this Prospectus as amended by the
Prospectus Supplement by which such New Debentures are offered.
The following statements are in general terms, are
subject to, and are qualified in their entirety by express ref-
erence to, the Indenture. Articles, sections, paragraphs or
provisions of the Indenture referred to herein are incorporated
herein by reference and the description is qualified in its
entirety by such reference.
Certain Terms of the New Debentures
The New Debentures will mature on the date, and will
bear interest payable on the dates and at the rate per annum
specified in the Prospectus Supplement. The New Debentures may
or may not be redeemable and there may or may not be a Sinking
Fund established for the New Debentures, all as specified in
the Prospectus Supplement.
The New Debentures will be issued in definitive reg-
istered form without coupons in the denomination of $1,000, or
any multiple thereof, and will be exchangeable for other Deben-
tures of the same series in registered form in equal aggregate
principal amounts without charge to holders except for any
applicable stamp tax or governmental charge.
The principal of, and any redemption premium on, the
New Debentures will be payable in the City of New York at the
principal corporate trust office of the Trustee. Interest will
be payable semiannually. Payments of interest will be made by
checks mailed to such holders.
If redeemable, the New Debentures would be subject to
redemption, upon not less than 30 days' notice, as a whole at
any time, or in part from time to time, at the option of the
Company at the Regular Redemption Prices set forth in the Pro-
spectus Supplement.
Certain of the past issues of the Debentures which
are redeemable are not subject to redemption for a set period
of time or may not be redeemed for a set period of time if
funds for such redemption are obtained by the Company, directly
or indirectly, from or in anticipation of borrowings at a cost
of money to the Company (computed in accordance with generally
accepted financial practice) of less than the interest cost to
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it with respect to such Debentures. If similar provisions are
applicable to the New Debentures, the Prospectus Supplement
will describe such provisions and the terms thereof.
Notice of redemption to the holders of New Debentures
which are to be redeemed will be mailed to holders at their
addresses as they appear on the registration books of the Com-
pany kept at the principal corporate trust office of Chemical
Bank, Trustee and Registrar under the Indenture. In case a
Debenture is of a denomination larger than $1,000, a portion of
such Debenture ($1,000 or an integral multiple thereof) may be
redeemed, and the registered holder of such Debenture will be
provided, without charge, a new Debenture or Debentures of the
same series, equal in aggregate principal amount to the
unredeemed portion thereof. Debentureholders should advise the
Trustee-Registrar promptly of any change of address to avoid
delay in the receipt of any such notice.
If the New Debentures are to be redeemable through
the operation of a Sinking Fund, the Supplemental Indenture
will provide that the Company will, as long as any of the New
Debentures shall be outstanding and shall not have become due,
retire through the Sinking Fund, on the dates and at Sinking
Fund Redemption Price(s) specified in the Prospectus Supple-
ment, a principal amount of New Debentures also to be specified
therein. The Company may, however, anticipate any such Sinking
Fund installment by delivering New Debentures to the Trustee or
by applying as a credit upon any such installment New Deben-
tures called for redemption at the option of the Company. The
Supplemental Indenture may also provide that the Company may
retire at the Sinking Fund Redemption Price(s) specified in the
Prospectus Supplement an additional principal amount of the New
Debentures on the dates also specified therein and such addi-
tional retirements may, at the Company's election, operate to
reduce any subsequent mandatory Sinking Fund retirement. Such
right to retire the additional New Debentures would not be
cumulative.
Negative Pledge Covenant
The Debentures are not secured by any lien, but the
Indenture provides that so long as any of the Debentures are
outstanding the Company will not subject any of its property to
any lien to secure any indebtedness without simultaneously
securing the Debentures by such lien equally and ratably with
such indebtedness and any other indebtedness similarly entitled
to be equally and ratably secured, except that such restriction
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shall not apply to (a) purchase money liens, (b) liens on prop-
erty at the time of acquisition, or (c) the pledge of assets as
security for contested tax assessments, for deposit with public
bodies to entitle the Company to maintain self-insurance, or
for a stay or discharge in the course of legal proceedings, but
in no event shall liens permitted by subdivisions (a) and (b)
exceed 60 percent of the total purchase price of the property
so acquired. (Section 6.04)
Restriction on the Payment of Dividends and Other Distributions
The Indenture provides that so long as any of the New
Debentures are outstanding the Company will not declare or pay
any dividend or make any other distribution upon its capital
stock or acquire (or permit a subsidiary to acquire) for a con-
sideration of any of its capital stock (excluding from such
restriction and from the following calculation dividends paid
in capital stock and capital stock acquired, to the extent that
it was acquired in exchange for or with the proceeds of the
issue of other capital stock) if the cumulative aggregate
amount of all dividends and distributions declared or paid on
the capital stock and the amount paid for the acquisition of
capital stock subsequent to the date specified in the Prospec-
tus Supplement, exceeds the amount of the consolidated net
income of the Company and its subsidiaries available for divi-
dends, determined as provided in the Indenture, since the date
specified in the Prospectus Supplement, plus an amount to be
specified in the Prospectus Supplement, plus such additional
amounts as shall, upon application by the Company or by any
Successor Corporation, be authorized or approved by the Securi-
ties and Exchange Commission, or by any successor commission or
authority administering the Holding Company Act. (Section
6.08)
Restrictions with Respect to Voting Stock of Subsidiaries
The Indenture provides that so long as any of the
Debentures are outstanding the Company will not itself sell or
permit a restricted subsidiary (a corporation all of whose com-
mon stock, and at least 75 percent of whose voting stock, is
owned by the Company either directly or through other
restricted subsidiaries) to issue or sell, other than to the
Company or another restricted subsidiary, any common shares or
voting shares of a restricted subsidiary, unless either (i) all
of the common shares and voting shares of such restricted sub-
sidiary are sold, or (ii) the corporation whose shares are
being sold will remain a restricted subsidiary after such sale,
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or (iii) after giving effect to such issue or sale the aggre-
gate amount of securities, other than securities of restricted
subsidiaries, owned by the Company and its subsidiaries, does
not exceed 25 percent of the consolidated net tangible assets
of the Company and its subsidiaries. (Section 6.05)
The Indenture also provides that the Company will not
permit a subsidiary to issue or sell any common or voting
shares unless, after giving effect thereto, such subsidiary
shall be a restricted subsidiary, or the aggregate amount of
securities, other than securities of restricted subsidiaries,
owned by the Company and its subsidiaries, does not exceed 25
percent of consolidated net tangible assets of the Company and
its Subsidiaries. (Section 6.05)
Restrictions with Respect to Funded Debt and Subsidiary Pre-
ferred Stock
The Indenture provides that so long as any of the
Debentures are outstanding the Company will not, and will not
permit any of its subsidiaries to, incur or sell any funded
debt (other than funded debt acquired by the Company or by
another subsidiary, funded debt subordinate to the Debentures
and funded debt issued to refund funded debt of the Company or
its subsidiaries), and will not permit any of its subsidiaries
to issue or sell (other than to the Company or another subsid-
iary) any preferred stock, unless (a) consolidated income
available for interest and subsidiary preferred stock dividends
(computed before income and excess or other profits taxes) of
the Company and its subsidiaries for any twelve consecutive
months within the preceding fifteen months shall have been not
less than 2-1/2 times the sum of the total annual interest
charges upon the funded debt of the Company and its subsidiar-
ies and the total annual dividend requirements on subsidiary
preferred stock, in each case to be outstanding other than in
the hands of the Company or its subsidiaries immediately there-
after and (b) after giving effect to such transaction the sum
of the principal amount of funded debt of the Company and its
subsidiaries outstanding other than in the hands of the Company
or its subsidiaries and the amount of subsidiary preferred
stock similarly outstanding shall not be more than 60 percent
of the consolidated net tangible assets of the Company and its
subsidiaries. (Section 6.06)
The Indenture also provides that so long as any of
the Debentures are outstanding, the Company will not permit any
subsidiary to incur any funded debt or to issue or sell
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preferred stock, otherwise than to the Company or another
subsidiary, unless, after giving effect to the transaction, the
amount of funded debt and preferred stock of such subsidiary
outstanding other than in the hands of the Company and its sub-
sidiaries shall not exceed 60 percent of the total capitaliza-
tion of such subsidiary, and the amount of such funded debt and
preferred stock of all subsidiaries outstanding other than in
the hands of the Company and its subsidiaries shall not exceed
15 percent of the consolidated net tangible assets of the Com-
pany and its subsidiaries. (Section 6.07)
In the Supplemental Indenture pursuant to which the
New Debentures will be issued, the Company will reserve the
right, subject to appropriate corporate action, but without
consent, approval or other action by holders of Debentures of
any series created after May 1, 1994 (including the "New Deben-
tures"), to make such amendments to the Indenture as shall be
necessary in order to amend Sections 6.06 and 6.07 (summarized
above) so as to modify or eliminate the provisions or require-
ments of such Sections, or any part thereof and the definition
of any term used in either of such Sections or related thereto,
as the Company may determine in its sole discretion. The Hold-
ing Company Act presently provides that the Company would be
required to obtain the approval of the Securities and Exchange
Commission in the event the Company wished to change such
Indenture provisions.
Events of Default
Under the Indenture, the following are events of
default: (a) failure to pay any installment of interest when
due, continued for 60 days; (b) failure to pay principal (or
premium, if any) when due; (c) failure to make payment or sat-
isfaction of any sinking fund obligation, continued for 60
days; (d) failure to observe and perform any other covenants or
agreements of the Company, continued for 90 days after notice
to it; (e) when 90 days shall have elapsed after certain
adjudicatory events in bankruptcy, insolvency or reorganiza-
tions; and (f) certain events relative to a petition in volun-
tary bankruptcy, an assignment for the benefit of creditors,
consent to the appointment of a receiver or seeking reorganiza-
tion. (Section 7.01)
The holders of not less than 25 percent of the out-
standing Debentures, or the Trustee, may declare the principal
of all outstanding Debentures due upon the happening of any of
the defaults specified in the Indenture, but the holders of
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majority of the outstanding Debentures may waive such default
and rescind such declaration if such default is cured. (Sec-
tion 7.02) The Trustee is required to take steps to enforce
payment of the Debentures upon the request of the holders of
not less than a majority of the outstanding Debentures upon the
happening of any of the defaults specified in the Indenture.
(Section 7.07) The Indenture also provides in substance that
the Trustee shall be under no obligation to exercise any of its
trusts or powers at the request or direction of any of the
Debentureholders unless such Debentureholders shall have
offered to the Trustee security and indemnity satisfactory to
it against costs, expenses and liabilities incurred thereby.
(Section 10.01) Debentureholders have no right to institute
any proceedings to enforce any provision of the Indenture or
any remedy thereunder except in the case of refusal or neglect
of the Trustee to act after default and after the request by
the holders of 25 percent in amount of outstanding Debentures
and the tender to the Trustee of security and indemnity satis-
factory to it against costs, expenses and liabilities, but this
provision does not prevent any Debentureholder from enforcing
payment of the principal of or interest on such holder's Deben-
ture at the due date specified in the Debenture. (Section
7.08)
Each year, the Company will be required to furnish
the Trustee with an officers' certificate as to the fulfillment
by the Company of all of its obligations under the Indenture.
(Section 6.14)
Miscellaneous
Subject to certain conditions, the Indenture permits
the merger or consolidation of the Company with another corpo-
ration and the sale or transfer of all or substantially all of
its assets to another corporation, provided that the successor
corporation assumes the obligations of the Company under the
Debentures and the Indenture. The Indenture also contains pro-
visions designed to carry into effect the negative pledge cove-
nant, the restrictions on the payment of dividends and other
distributions, the restrictions with respect to voting stock of
subsidiaries and the restrictions with respect to funded debt
and subsidiary preferred stock in the event of such a consoli-
dation, merger or sale, and to continue such covenant and
restrictions in effect thereafter. (Section 6.09 and Article
6.09 and Article Thirteen)
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The Indenture provides that the Company and the Trus-
tee may enter into supplemental indentures for any purpose not
inconsistent with the terms of the Indenture and the Company
intends to reserve the right to modify or amend certain restric-
tions in The Indenture without the consent of the holders of
Debentures issued subsequent to May 1, 1994. See "Restrictions
with respect to Funded Debt and Subsidiary Preferred Stock." The
Indenture further provides that the rights and obligations of the
Company and of the holders of the Debentures may be modified at
the request of the Company by supplemental indenture, with the
consent in writing of the holders of at least 66-2/3 percent in
principal amount of the Debentures and of at least 66-2/3 per-
cent in principal amount of the Debentures of each series spe-
cifically affected provided that no such modification shall
extend the maturity of, or reduce the rate of interest or
redemption premium on, or otherwise modify the terms of payment
of the principal or interest or redemption premium of any
debenture without the express consent of the holder thereof.
(Article Fourteen)
The Trustee performs banking services for the Company
and is a participant in the Company's March 1991 Revolving
Credit Agreement.
PLAN OF DISTRIBUTION
The Company may solicit offers from time to time to
sell the New Debentures to, for reoffer to the public through,
underwriting syndicates led by one or more managing underwrit-
ers or through one or more underwriters acting alone. The New
Debentures may be sold upon receipt of two or more proposals
for the purchase of the New Debentures pursuant to Rule 50, or
as may otherwise be permitted, under the Holding Company Act.
The Company has also been authorized by the Commission acting
under the Holding Company Act to sell the New Debentures
through negotiated transactions in public offerings through
underwriters and investment bankers, or to institutional inves-
tors in private placements. The Company may also sell the New
Debentures through dealers or agents.
Any specific managing underwriter or underwriters
with respect to the offer and sale of the New Debentures and
the members of the underwriting syndicate, if any, will be
named in a Prospectus Supplement. Unless otherwise set forth
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in a Prospectus Supplement, underwriters will be obligated to
purchase all of the New Debentures offered, subject to certain
conditions precedent.
The Prospectus Supplement will describe the discounts
and commissions to be allowed or paid to underwriters, if any,
all other items constituting underwriting compensation, the
discounts and commissions to be allowed or paid to dealers and
agents, if any, and the exchanges, if any, on which the Securi-
ties will be listed.
Underwriters, dealers and agents may be entitled,
under agreements to be entered into with the Company, to indem-
nification against or to contribution with respect to certain
civil liabilities, including liabilities under the Securities
Act of 1933.
LEGAL OPINIONS
The legality of the New Debentures will be passed
upon for the Company by Stephen E. Williams, Senior Vice Presi-
dent and General Counsel of the Company and of its subsidiary,
Consolidated Natural Gas Service Company, Inc., CNG Tower,
Pittsburgh, Pennsylvania 15222-3199, and Norbert F. Chandler,
counsel for the Company and a General Attorney of such subsid-
iary, CNG Tower, Pittsburgh, Pennsylvania 15222-3199, or either
of them. At January 31, 1995, Mr. Williams owned directly and/
or beneficially 11,935 shares of the Company's common stock and
has been granted pursuant and subject to the terms of the Com-
pany's long-term incentive plans, restricted stock awards of
508 shares and options on 25,370 shares. As of the same
date, Mr. Chandler directly and/or beneficially owned 3,330
shares of the Company's common stock and options on 8,370
shares under such long-term incentive plans. Certain legal
matters in connection with the New Debentures will be passed
upon by Cahill Gordon & Reindel, a partnership including a pro-
fessional corporation, Eighty Pine Street, New York, New York
10005, for the underwriters or purchasers.
EXPERTS
The consolidated financial statements of Consolidated
Natural Gas Company and its Subsidiaries, which are incorpo-
rated by reference in this Prospectus from the Company's Annual
Report on Form 10-K, have been so incorporated in reliance on
the report of Price Waterhouse, independent accountants, given
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on the authority of said firm as experts in auditing and
accounting.
The estimates of gas and oil reserves included in
such Annual Report are incorporated in this Prospectus by ref-
erence in reliance upon the report of Ralph E. Davis Associ-
ates, Inc., independent geologists, as experts.
The estimates of recoverable raw coal reserves
included in such Annual Report are incorporated in this Pro-
spectus by reference in reliance upon the report of John T.
Boyd Company, mining engineers and geologists, as experts.
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______________________________ ______________________________
______________________________ ______________________________
TABLE OF CONTENTS
Page
Available Information............ 2
Documents Incorporated by
Reference...................... 2 Consolidated Natural
Gas Company
The Company and its Subsid-
iaries......................... 3
Use of Proceeds.................. 4
Certain Terms and Description
of Debentures and
Indenture...................... 4
Plan of Distribution............. 11
Legal Opinions................... 12
Experts.......................... 12
_____________-
__
DEBENTURES
__________ _______________
No dealer, salesman, or any __________
person has been authorized to
give any information or to PROSPECTUS
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 or by any underwriter.
This Prospectus is not an
offer to sell, or a solicita-
tion of an offer to buy, in
any jurisdiction in which it Dated February 3, 1995
is unlawful to make such an
offer or solicitation.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall under any cir-
cumstances create any implica-
tion that there has been no
change in the affairs of the
Company since the date hereof.
______________________________ ______________________________
______________________________ ______________________________
