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File Number 70-8621
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other party)
CNG ENERGY SERVICES CORPORATION
One Park Ridge Center
Pittsburgh, Pennsylvania 15255-0746
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President
and General Counsel
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
<PAGE> 2 File Number 70-8621
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
FORM U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company et al. hereby amend their application-
declaration under the above file number as follows.
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibit is made part of this statement:
(a) Exhibits
(F) Opinion of Counsel for Consolidated and Energy Services.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this amendment to be signed
on their respective behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By L. D. Johnson
Vice Chairman of the Board
and Chief Financial Officer
CNG ENERGY SERVICES CORPORATION
By N. F. Chandler
Its Attorney
Date: June 19, 1995
EXHIBIT (F)
July 19, 1995
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: Consolidated Natural Gas Company, el al.,
SEC File Number 70-8621
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") and CNG Energy Services Corporation
("Energy Services"), (referred to collectively as the "Companies"), in the
Application-Declaration at SEC File No. 70-8621, as amended ("Application-
Declaration"). In the Application-Declaration authority is requested for
Energy Services to invest an aggregate amount not to exceed the lesser of (i)
$150 million or (ii) its unused financing authority under the currently
effective Consolidated System financing authority, to acquire without
additional SEC approval, up to 50% voting equity interest in one or more joint
business entities which are established for the sole purpose of engaging in gas
related activities, and/or up to 100% of the limited partnership interests in
one or more partnerships established for the same purpose. The current
Consolidated System financing authority in SEC order dated June 29, 1995,
Release No. 35-26321, File No. 70-8619, authorizes up to $300 million financing
of Energy Services by Consolidated.
Consolidated and Energy Services further seek to be able to make
quarantees of obligations to make equity investments in the joint entities,
which, if made by Consolidated, would be calculated as part of the $750 million
authority to guarantee obligations of Energy Services in SEC order dated
November 16, 1993, Release No. 35-25926, File No. 70-8231.
I have examined the certificates of incorporation and bylaws of the
Companies; corporate actions of the Companies relating to the Proposed
Transactions; the Application-Declaration; and such other documents, records,
laws and other matters as I deemed relevant and necessary for the purposes of
this opinion.
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Based on such examination and relying thereon, I am of the opinion that
when the SEC shall have permitted the Application-Declaration to become
effective, all requisite action will have been taken by the Companies which are
parties to the Application-Declaration, except the actual carrying out thereof.
In the event the Proposed Transactions are consummated in accordance with
the Application-Declaration, I am of the opinion that:
(a) No state commission has jurisdiction of the Proposed Transactions;
(b) All state laws applicable to the Proposed Transactions will have been
complied with:
(c) Energy Services will legally acquire the capital stock of, and/or
partnership interests or other equity interests in the joint business
enterprises described in the Application-Declaration; and
(d) The consummation of the Proposed Transactions will not violate the legal
rights of the holders of any securities issued by Consolidated or Energy
Services or any associate company thereof.
The legality of security transactions between Consolidated and Energy
Services with respect to the financing of Energy Services by Consolidated to
enable the former to engage in the Proposed Transactions is currently covered
by the legal opinion filed as part of the proceeding under File No. 70-8619,
and will be covered by the legal opinions filed in successor Consolidated
System financing authorization proceedings.
I hereby consent to the use of this opinion in connection with the
Application-Declaration.
Very truly yours,
N. F. Chandler
Attorney
