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File Number 70-8619
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
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
and its subsidiary companies:
CNG COAL COMPANY CNG TRANSMISSION CORPORATION
CNG ENERGY SERVICES CORPORATION CONSOLIDATED NATURAL GAS
CNG PRODUCING COMPANY SERVICE COMPANY, INC.
and its subsidiary HOPE GAS, INC.
company CNG PIPELINE THE EAST OHIO GAS COMPANY
COMPANY THE PEOPLES NATURAL GAS COMPANY
CNG RESEARCH COMPANY VIRGINIA NATURAL GAS, INC.
CNG STORAGE SERVICE COMPANY WEST OHIO GAS COMPANY
Consolidated Natural Gas Company,
a registered holding company,
is the parent of the other parties.
Names and addresses of agents for service:
STEPHEN E. WILLIAMS, Senior Vice N. F. CHANDLER, General Attorney
President and General Counsel Consolidated Natural Gas Service
Consolidated Natural Gas Company Company, Inc.
CNG Research Company CNG Tower
CNG Tower 625 Liberty Avenue
625 Liberty Avenue Pittsburgh, PA 15222-3199
Pittsburgh, PA 15222-3199
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File Number 70-8619
Names and addresses of agents for service: (Continued)
H. E. BROWN, Vice President and CORY, MEREDITH, WITTER, ROUSH & CHENEY
General Counsel Counsel for West Ohio Gas Company
CNG Transmission Corporation P.O. Box 1217
CNG Storage Service Company Lima, OH 45802-1217
445 West Main Street
Clarksburg, WV 26301 W. P. BOSWELL, Vice President,
Secretary and General Counsel
D. M. JOHNS, JR., Secretary and The Peoples Natural Gas Company
General Counsel CNG Tower
CNG Producing Company 625 Liberty Avenue
CNG Coal Company Pittsburgh, PA 15222-3199
CNG Pipeline Company
CNG Tower G. A. Taaffe, Jr., General Counsel
1450 Poydras Street The East Ohio Gas Company
New Orleans, LA 70112-6000 1717 East Ninth Street
Cleveland, OH 44114-0759
J. A. CRITTENDEN, Secretary and
Director, Legal Affairs D. A. FICKENSCHER, Vice President,
CNG Energy Services Corporation Secretary and General Counsel
One Park Ridge Center Virginia Natural Gas, Inc.
P.O. Box 15746 5100 East Virginia Beach
Pittsburgh, PA 15244-0746 Boulevard
Norfolk, VA 23502-3488
MARC HALBRITTER, Secretary and
General Counsel
Hope Gas, Inc.
P.O. Box 2868
Clarksburg, WV 26301-2868
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File Number 70-8619
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 Natural Gas Company, et al., hereby amend their system
financing application-declaration under the above file number as follows:
Item 1. Description of Proposed Transaction
___________________________________
The following is inserted on page 13 as a new sentence at the end of
the fifth paragrapgh under "III Detailed Description of Proposed Financing
Transactions/ A. Consolidated External Financing/ 4. Restructured $300,000,000
Credit Agreement."
"The interest rate for Money Market Notes will not exceed 200 basis points
over the LIBOR rate."
The following new subsection is added on page 22 at the end of "II.
Detailed Description of Proposed Financing Transactions."
"G. Additional Request for Retention of Jurisdiction
with Respect to Certain Matters
_____________________________________________________
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Request is hereby made for retention of jurisdiction with respect to
the following matters requested herein, pending completion of the record in
this proceeding:
1. the purchase by Consolidated of common stock of CNG Energy Services
at greater than par up to a maximum of $10,000 per share, and the
issuance to Consolidated of such shares by CNG Energy Services; and
2. the purchase by CNG Producing at par of up to 10,000 shares of its
common stock, $10,000 par value per share, from Consolidated."
The following new section is added on page 22 after the section "IV.
Filing of Certificates of Notification."
"V. Rule 53 Satisifed
______________________
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. Currently Consolidated owns
indirectly a 1% general partnership and a 34% limited partnership interest
in Lakewood Cogeneration, L.P. ("Lakewood"), an EWG. On November 30,
1994, the 1% general partnership interest in Lakewood was acquired by CNG
Power Services Corporation, an EWG and a newly-formed wholly-owned
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subsidiary of Consolidated, from CNG Energy Company, another wholly-owned
subsidiary of Consolidated, in a transaction exempt under Rule 43(b)(2).
Consolidated does not own any interests in a FUCO. Consolidated believes
that Rule 53(a), (b) and (c) are satisfied in its case as follows.
Fifty percent of Consolidated's retained earnings as of March 31,
1995 was $701,673,000; Consolidated's aggregate investment (as defined in
Rule 53(a)(l)(i)) in Lakewood on such date and in both its 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). 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). No application for EWG financing has
been filed with the Commission since adoption of Rule 53; Rule 53(a)(4) is
correspondingly inapplicable at this time.
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."
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits are filed as a part of this statement:
F - Opinion of Counsel.
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F-1 Opinion of Counsel for Consolidated.
F-2 Combined Opinion of Counsel for CNG Coal Company, CNG
Energy Services Corporation, CNG Producing Company, CNG
Research Company, CNG Storage Service Company, CNG
Transmission Corporation, Consolidated Natural Gas Service
Company, Inc., Hope Gas, Inc., The East Ohio Gas Company,
The Peoples Natural Gas Company, Virginia Natural Gas,
Inc., West Ohio Gas Company and CNG Pipeline Company
SIGNATURES
__________
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 behalf by the undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
CNG COAL COMPANY
CNG ENERGY SERVICES CORPORATION
CNG PRODUCING COMPANY
CNG PIPELINE COMPANY
CNG RESEARCH COMPANY
CNG STORAGE SERVICE COMPANY
CNG TRANSMISSION CORPORATION
CONSOLIDATED NATURAL GAS SERVICE
COMPANY, INC.
HOPE GAS, INC.
THE EAST OHIO GAS COMPANY
THE PEOPLES NATURAL GAS COMPANY
VIRGINIA NATURAL GAS, INC.
WEST OHIO GAS COMPANY
By N. F. Chandler
Their Attorney
Dated: June 29, 1995
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EXHIBIT F-1
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8619
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 by Consolidated Natural Gas Company
("Consolidated"), a Delaware corporation, in the application-declaration at SEC
File No. 70-8619, as amended ("Application-Declaration").
I have examined the certificate of incorporation and bylaws of
Consolidated, the corporate minutes relating to the financing program of
Consolidated and its subsidiary companies for the period July 1, 1995 through
June 30, 1996, the Application-Declaration, the opinions of counsel for the
subsidiary companies respecting the transactions proposed by each such
subsidiary filed herewith, and such other documents as I have deemed necessary
for the purpose of rendering this opinion.
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 and all required state filings and approvals referenced in the
opinions of counsel for the subsidiary companies are obtained, all requisite
action will have been taken by Consolidated and its subsidiaries 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:
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(a) All state laws applicable to the proposed transactions will have
been complied with;
(b) Consolidated is validly organized and duly existing;
(c) The validity of the issuance of capital stock, interests in open
account advances, and long-term notes by the respective
subsidiaries of Consolidated which are parties to said
Application-Declaration is covered by the opinions of counsel for
such subsidiaries;
(d) (i) Consolidated will legally acquire the additional capital
stock, interests in open account advances and long-term notes
of its subsidiaries aforesaid, in accordance with the proposed
transaction;
(ii) The sale of commercial paper and short-term bank borrowings
for general corporate purposes, including financing gas
storage of its subsidiaries, other working capital
requirements and construction until long-term financing is
obtained, shall be valid and binding obligations in accordance
with their terms; and
(e) The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by
Consolidated or by an associate company thereof.
I hereby consent to the use of this opinion in connection with the
Application-Declaration.
Very truly yours,
N. F. Chandler
Attorney
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EXHIBIT F-2
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8619
Dear Sirs:
The following individual undersigned counsels of subsidiary companies of
Consolidated Natural Gas Company hereby severally render their opinions in
accordance with the requirements of Exhibit F to Form U-1 of the Securities and
Exchange Commission ("SEC"). "Consolidated" as referred to in this opinion
means Consolidated Natural Gas Company except that in the opinion for CNG
Pipeline Company such term shall mean CNG Producing Company. "Company" as
referred to in this opinion, means with respect to each signatory counsel
hereto, only that company for which such counsel is acting. The text of the
opinion is as follows.
This opinion is rendered with respect to the transactions proposed by the
Company and for which authorization is sought in the application-declaration at
SEC File No. 70-8619 ("Application") filed pursuant to the Public Utility
Holding Company Act of 1935.
I have examined the certificate of incorporation ("Certificate of
Incorporation") and bylaws of the Company; the corporate minutes relating to
the financing program of Consolidated and its subsidiary companies
("Subsidiaries") for the period July 1, 1995 through June 30, 1996; the
Application and exhibits in connection with, among other things, the proposed
financing of such Subsidiaries by Consolidated in an aggregate amount not to
exceed $1,225,000,000 through the (i) issuance of capital stock of certain
Subsidiaries to Consolidated, (ii) short-term loan transactions among
Consolidated (lender only) and various Subsidiaries through the Consolidated
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System Money Pool in the form of open account advances ("Open Account
Advances"), and (iii) long-term loan transactions among Consolidated (lender
only) and various Subsidiaries to be effected through letter agreements and
book entries. I have also examined 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 Application to become effective and any
required state regulatory commission approval is obtained as indicated below,
all requisite action will have been taken by the Company to make valid the
transactions for which authorization is sought by it in the Application, except
the actual carrying out thereof.
In the event the proposed transactions are consummated in accordance with
the Application, I am of the opinion that;
(a) No state commission has jurisdiction of the proposed transactions
except as referenced below;
(b) All state laws applicable to the proposed transactions will have been
complied with;
(c) The Company is validly organized and duly existing;
(d) The Company's capital stock will be validly issued, fully paid and
nonassessable, and the holders thereof will be fully entitled to the
rights and privileges appertaining thereto set forth in the charter or
other document defining such rights and privileges, and Consolidated
will legally acquire such capital stock of the Company when such
capital stock is so issued and acquired in transactions described in
the Application with respect to financing for general corporate
purposes;
(e) The debt securities to be issued by the Company in transactions
described in the Application will be valid and binding obligations of
the Company in accordance with their terms; and Consolidated and, with
respect to Open Account Advances, other Subsidiaries will legally
acquire such debt securities of the Company;
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(f) When an amendment changing the authorized shares of the Company's
common stock as permitted by the Application is duly adopted by the
stockholder of the Company and the Certificate of Incorporation has
been duly filed and recorded in the Company's state of incorporation,
then the Certificate of Incorporation will have been legally and
validly amended, and the holders of the Company's securities will be
entitled to the rights and privileges appertaining to thereto set forth
in the Certificate of Incorporation as so amended;
(g) The Company will legally acquire its own shares of common stock from
Consolidated; and
(h) The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by the Company or
any associate company thereof.
I hereby consent to the use of this opinion in connection with said filing.
The above opinion is rendered by each of the undersigned as to the
Subsidiary indicated immediately before their respective signatures, with
application, if any, concerning proposed security transactions under paragraphs
(d), (e) and (g) thereof involving such respective Subsidiary being
individually noted.
As to CNG Coal Company:
Paragraphs (d) and (e) above are applicable as to stock and debt
financing not exceeding an aggregate amount of $3,000,000.
D. M. Johns, Jr.
General Counsel
As to CNG Energy Services Corporation:
Paragraphs (d) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $300,000,000.
J. A. Crittenden
Counsel
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As to CNG Producing Company:
Paragraphs (d) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $300,000,000; and Paragraph (g) is
applicable to the acquisition of up to 10,000 shares of common stock at $10,000
per share.
D. M. Johns, Jr.
General Counsel
As to CNG Research Company:
Paragraphs (d) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $1,000,000.
S. E. Williams
Counsel
As to CNG Transmission Corporation:
Paragraphs (d) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $100,000,000.
H. E. Brown
General Counsel
As to CNG Storage Service Company:
Paragraphs (d) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $1,000,000.
H. E. Brown
Counsel
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As to Consolidated Natural Gas Service Company, Inc.:
Paragraphs (d) and (e) are applicable as to stock and debt financing
not exceeding an aggregate amount of $15,000,000.
N. F. Chandler
General Attorney
As to Hope Gas, Inc.:
With respect to Paragraph (a) above, the Public Service Commission of
West Virginia has approval jurisdiction over the proposed transactions
involving the Company.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $15,000,000.
M. A. Halbritter
General Counsel
As to The East Ohio Gas Company:
With respect to Paragraph (a) above, the Public Utilities Commission of
Ohio has approval jurisdiction over the issuance by the Company of long-term
debt.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $265,000,000.
G. A. Taaffe, Jr.
General Counsel
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As to The Peoples Natural Gas Company:
With respect to Paragraph (a) above, the Pennsylvania Public Utility
Commission has approval jurisdiction over the issuance by the Company of
long-term debt.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $100,000,000.
W. P. Boswell
General Counsel
As to Virginia Natural Gas, Inc.:
With respect to Paragraph (a) above, the Virginia State Corporation
Commission has approval jurisdiction over the proposed transactions involving
the Company.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $100,000,000.
D. A. Fickenscher
General Counsel
As to West Ohio Gas Company:
With respect to Paragraph (a) above, the Public Utilities Commission of
Ohio has approval jurisdiction over the issuance by the Company of long-term
debt.
Paragraph (e) is applicable as to debt financing not exceeding an
aggregate amount of $25,000,000.
D. J. Witter
Counsel
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As to CNG Pipeline Company:
Paragraph (d) and (e) are applicable as to stock and debt financing not
exceeding an aggregate amount of $1,000,000.
D. M. Johns, Jr.
Counsel
