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File Number 70-8883
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
P.O. Box 15746
Pittsburgh, Pennsylvania 15244-0746
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 70-8883
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 1. Description of Proposed Transaction
____________________________________
The term "energy commodity" in the first line of the twelfth paragraph
under "III DESCRIPTION OF ENERGY SERVICES' PROPOSED ENERGY COMMODITY MARKETING
ACTIVITIES" of the application-declaration (in the second from last line on
page 8 in the restatement in Amendment No. 1) is changed to "natural gas and
electric energy."
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibit is made a 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 company has duly caused this statement 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
CNG ENERGY SERVICES CORPORATION
By N. F. Chandler
Its Attorney
Date: December 19, 1996
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EXHIBIT F
December 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Consolidated Natural Gas Company, et al.
SEC File Number 70-8883
Dear Madams and Sirs:
The following opinion is rendered in accordance with the requirements of
Exhibit F to Form U-1 under the Public Utility Holding Company Act of 1935 (the
"Act") with respect to certain transactions proposed ("Proposed Transactions")
by Consolidated Natural Gas Company ("Consolidated") and CNG Energy Services
Corporation ("Energy Services") in the Application-Declaration at SEC File No.
70-8883, as amended ("Application"). In the Application authority is requested
for Energy Services to invest, through December 31, 2001, up to $250 million to
expand its business to include that of marketing power and other energy
commodities (in addition to natural gas), fuel management and other energy
related activities as described in more detail in the Application. Energy
Services would obtain financing for such activities through (i) the sale of
shares of its common stock, $1.00 par value per share, to Consolidated for up
to $10,000 per share, (ii) open account advances from Consolidated, or (iii)
long-term loans from Consolidated, and any combination thereof.
Energy Services also seeks authority to set up subsidiaries ("Marketing
Subsidiaries") through which it may conduct various phases of its marketing of
energy commodities. Consolidated and Energy Services request authority to
provide up to $250 million in guarantees or other credit support to the
Marketing Subsidiaries.
I have examined the certificate of incorporation and bylaws of
Consolidated and Energy Services; corporate actions of Consolidated and Energy
Services relating to the Proposed Transactions; the Application; 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 Commission shall have initially permitted the Application to become
effective, all requisite action will have been taken by Consolidated and Energy
Services with respect to the Proposed Transactions, except the actual carrying
out thereof.
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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;
(b) All state laws applicable to the Proposed Transactions will have
been complied with;
(c) Consolidated will legally acquire the capital stock of, and
interests in open account advances and long-term loans to, Energy
Services as described in the Application;
(d) The guarantees and other credit support arrangements of
Consolidated and Energy Services will be valid and binding
obligations of the Consolidated and Energy Services, respectively;
and
(e) The consummation of the Proposed Transactions will not violate the
legal rights of the holders of any securities issued by
Consolidated, Energy Services or any associate company thereof.
I hereby consent to the use of this opinion in connection with said
filing.
Very truly yours,
N. F. Chandler
Attorney
