<PAGE> 1 File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other parties)
THE EAST OHIO GAS COMPANY
1717 East Ninth Street
Cleveland, Ohio 44114
WEST OHIO GAS COMPANY
319 W. Market Street
Lima, Ohio 45802
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President N. F. CHANDLER, General Attorney
and General Counsel Consolidated Natural Gas
Consolidated Natural Gas Company Service Company, Inc.
CNG Tower CNG Tower
625 Liberty Avenue 625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199 Pittsburgh, Pennsylvania
15222-3199
<PAGE> 2 File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Item 1. Description of Proposed Transaction
___________________________________
PARTIES TO THE PROPOSED TRANSACTION
Consolidated Natural Gas Company ("Consolidated") is a public
utility holding company registered as such under the Public Utility Holding
Co. Act of 1935 ("Act"). It is engaged solely in the business of owning
and holding all of the outstanding securities of sixteen subsidiaries.
These subsidiary companies are engaged in the energy business, principally
in natural gas exploration, production, purchasing, sales, gathering,
transmission, storage, distribution, by-product operation, and other
activities related to natural gas.
The East Ohio Gas Company ("EOG") was incorporated in Ohio in 1898,
and is a wholly-owned subsidiary of Consolidated. EOG is the largest local
distribution company in the Consolidated System, and serves approximately
1.1 million customers in eastern Ohio, including such communities as
Cleveland, Akron, Youngstown, Canton, Warren, Ashtabula and Marietta.
During the twelve months ended June 30, 1996, EOG delivered 313.3 billion
cubic feet ("Bcf") of gas. As of June 30, 1996, EOG had 2,155 regular
employees.
<PAGE> 3
The West Ohio Gas Company ("WOG") was created in 1924 through the
merger of five smaller gas companies. It became a wholly-owned subsidiary
of Consolidated in 1969. WOG serves approximately 62,000 customers in 37
communities in west-central Ohio. During the twelve months ended June 30,
1996, WOG delivered 16.5 Bcf of gas. As of June 30, 1996, WOG had 164
regular employees.
Pertinent data, in millions of dollars, concerning the operations of
Consolidated, EOG and WOG is summarized below.
Consolidated EOG WOG
____________ _____________ __________
Net Gas Utility and
Other Plant
June 30, 1996 $ 2,913.7 $ 735.5 $ 41.1
Operating Revenues for
the year ended
June 30, 1996 $ 3,420.8 $ 1,084.0 $ 57.9
Net Income for the year
ended June 30, 1996 $ 291.7 $ 94.1 $ 3.8
PROPOSED MERGER OF WOG INTO EOG
Consolidated proposes to reorganize a portion of its system by merging
EOG and WOG for the reasons stated herein. To accomplish the merger, EOG
and WOG propose to enter into an Agreement and Plan of Merger
("Agreement"), a draft copy of which is Exhibit B-1. Consolidated, as the
sole shareholder of both EOG and WOG, will consent to the Agreement (See
Exhibits B-2 and B-3). The Agreement will provide for the merger of WOG
into EOG, with EOG being the surviving corporation. At time of the merger,
<PAGE> 4
each issued and outstanding share of WOG common stock, $10,000 par value
each, will be cancelled and extinguished, and each issued and outstanding
share of EOG common stock, $50 par value each, will remain as one issued
and outstanding share of EOG common stock, $50 par value each.
At June 30, 1996, EOG had authorized common stock of 4,500,000 shares
of $50 par value each, with 4,159,353 of such shares outstanding. At the
same date, WOG had authorized common stock of 3,000 shares of $10,000 par
value each, with 1,499 of such shares outstanding. Accordingly, after the
merger and assuming no other issuance of EOG common stock in the interim,
there would remain 4,159,353 shares of EOG common stock, $50 par value
each, outstanding.
Under the terms of the proposed merger, EOG, as the surviving
corporation, shall succeed to and possess and enjoy all of the rights,
privileges, powers and franchises of both EOG and WOG. EOG shall also
become subject to all of the restrictions, disabilities, liabilities and
duties of both constituent corporations. Therefore, all promissory notes,
and other indebtedness of WOG will become obligations of EOG, and the
capital and retained earnings of WOG will be carried forward as capital and
retained earnings of EOG. All property and all debts due to either company
shall be vested in EOG under the proposed merger, and any and all rights of
creditors and all liens upon any property of WOG and EOG will be preserved
unimpaired. The WOG properties to which EOG will proceed as owner will be
recorded on EOG's books of account at the historical value of such
properties as carried on WOG's books.
<PAGE> 5
Among the conditions precedent to consummation of the transactions
contemplated by the Agreement is that the Securities and Exchange
Commission shall have issued the necessary order or orders under the Act
approving the transactions contemplated herein which are subject to its
jurisdiction.
ADVANTAGES OF THE PROPOSED MERGER
The merger of WOG with EOG will result in efficiencies and economies
that will benefit both customers of WOG and investors in Consolidated. The
increasingly complex and competitive natural gas industry militates in
favor of the merger. Following the merger, the benefits of EOG's supply
procurement staffing and expertise, proprietary storage, and gas control
capabilities will be available for the system supply of WOG's customers.
WOG's customers will directly benefit from the extensive staffing in place
at EOG that is devoted solely to the acquisition and management of system
supply volumes. EOG's experience and staffing in such areas as procurement
of local production, interstate pipeline transportation and exchange
operations, procurement of spot and term supply portfolios, and contract
administration can best be applied to WOG's present system supply needs as
an integral part of EOG's operations.
In addition, a merger of the companies will significantly increase the
gas supply management flexibility for volumes procured on behalf of WOG's
current customers. EOG's gas supply flexibility will afford the ability
needed to better balance WOG's customers' usage and available supply on a
daily basis.
<PAGE> 6
The merger of the companies will also produce direct savings. The
need to keep two separate sets of financial and corporate records and
prepare two separate sets of financial statements and tax returns will be
eliminated. This will result in incremental savings due to administrative
efficiencies as well as the reduction in annual fees paid to independent
auditors.
The merger also will result in savings by eliminating multiple
corporate and regulatory filings. Combining the two companies' gas cost
recovery rates will reduce their administrative, auditing, and litigation
time and expense. It is expected that the combined rate for WOG's
customers will decrease by approximately $.70 per Mcf, for a yearly saving
of approximately $100 for a WOG residential customer consuming 140 Mcf per
year. This works out to an average rate reduction of 11 percent for the
current customers of WOG, with the average annual gas bill dropping from
$925 to an average of $821 after the merger.
Thus the efficiencies that will result from the merger, and the
expertise available to WOG's customers after the merger, will bring the
full advantages of the increasingly competitive natural gas market to WOG's
customers. Further, such efficiencies will also serve to enhance the
interests of investors by reducing the gas utility costs of Consolidated,
thereby contributing to the profitability of its utility operations.
<PAGE> 7
IMPACT ON WOG AND EOG OPERATIONS
Under the current plans, WOG will become an operating division
("Division") of EOG based in Lima, Ohio, much like those EOG divisions
located in Cleveland, Akron, Canton, Youngstown and Marietta. Since the
non-gas supply functions currently performed at WOG are very similar to
those performed at EOG divisions, no changes in general functional
activities are needed for WOG to make the transition from a stand-alone
corporation to an operating division of EOG.
At this point in time, no major organizational changes are expected to
take place as a result of the merger. This is a function of several
conditions, of which the more important ones are the following:
* The position of Vice President and General Manager of WOG (the
chief operating position) currently reports to the President of
EOG. There are no plans to change that reporting relationship
as a result of the merger. WOG's Vice President and General
Manager position will become the General Manager position of the
Division reporting to the President of EOG.
* The position of President of WOG would cease to exist after the
merger. This position has traditionally been filled by the
individual who is also the President of EOG; therefore such
change will have no practical effect upon the management of the
Division operations after the merger.
<PAGE> 8
* Other offices of the senior management team (i.e., Secretary and
Treasurer) will cease to exist. The functions of these
positions as they relate to the Division after the merger will
be exercised by individuals at EOG in the identical senior
management positions.
For the vast majority of employees at EOG, the merger with WOG
will impose no change whatsoever. However, among the non-supply areas
likely to feel some impact are those involved in financial and regulatory
reporting. The Accounting, Treasurer and Rates areas of EOG will extend
their respective reporting functions to incorporate information and
reporting obligations with respect to the operations of the Division.
As already mentioned above, the elimination of WOG would result in
fewer filings with the Public Utility Commission of Ohio and a reduction of
time and expense required to maintain WOG as a separate corporate entity.
Further, the merger would reduce the number of operating subsidiaries
reporting to Consolidated by one, and would result in simplification
of the structure of the Consolidated system in furtherance of one of the
aims of the Act.
<PAGE> 9
AUTHORIZATIONS REQUESTED
The following authorizations are hereby requested:
1. For the merger to become effective as described herein and in the
Agreement on or before January 1, 1997.
2. For EOG, after the merger, to succeed to any authorizations
heretofore granted by the Commission to WOG under the Act which may
still be effective and which therefore should appropriately survive
as to EOG after the merger. Included would be any authorizations
granted WOG under Consolidated's omnibus system financing order,
dated March 28, 1996, HCAR No. 26500, File No. 70-8667.
RULE 53 SATISFIED
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 exempt wholesale generator
("EWG") as defined in Section 32 of the Act, or a foreign utility company
("FUCO") as defined in Section 33 of the Act, 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
<PAGE> 10
satisfied. Currently Consolidated owns indirectly, through CNG Power
Service Corporation, an EWG, a 1% general partnership interest in Lakewood
Cogeneration, L.P. ("Lakewood"), also an EWG. Consolidated also owns
indirectly a 34% limited partnership in Lakewood. 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 June 30, 1996
was $716,932,000; 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). In addition, the books and
records of each such entity are kept in conformity with United States
generally accepted accounting principles ("GAAP"), the financial statements
are prepared according to GAAP, and Consolidated undertakes to provide the
SEC access to such books and records and financial statements as it may
request. Employees of Consolidated's domestic public-utility companies at
this time do not render services, directly or indirectly, to the EWGs in
the Consolidated System, thereby satisfying Rule 53(a)(3). Copies of the
Form U-1 filings have been sent to the state regulators pursuant to Rule
53(2)(4) in connection with Consolidated's only filing for EWG and FUCO
<PAGE> 11
financing, File No. 70-8759. An order was issued in such proceeding on
May 30, 1996 (Release No. 35-26523). 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 2. Fees, Commissions and Expenses
______________________________
There are set forth below the estimated fees and expenses expected to
be incurred by Consolidated, EOG and WOG in connection with the proposed
transaction. It is noted that the $2,000 fee for fling Forms U-1 was
eliminated by the Commission effective October 7, 1996. See HCAR No.
26575, dated September 17, 1996.
Consolidated EOG WOG
____________ ____________ ________
Service of Consolidated Natural
Gas Service Company, Inc. . . . . $ 5,000 $ 2,000 $ 2,000
Miscellaneous, including filing,
and recording fees, postage,
travel, telephone and other
incidental expenses . . . . . . . 1,000 12,000 6,000
_______ _______ _______
Total . . . . . . . . . . $ 6,000 $14,000 $ 8,000
======= ======== =======
<PAGE> 12
The charges of Service Company in connection with the preparation of
this Application-Declaration on Form U-1 and other related documents and
papers required to consummate the proposed transactions are included in the
above amounts.
Item 3. Applicable Statutory Provisions
_______________________________
Sections 9, 10(a) and 12(f) and Rules 43, 44 and 45 are believed to be
applicable to the acquisition by EOG of the properties and assets of WOG to
be merged into EOG.
Section 12 and Rules 42 and 45 are believed to be applicable to the
cancellation and extinguishing of the common stock of WOG.
Sections 6, 7 and 12(f) and Rule 43 might be deemed applicable to the
assumption of the obligations of WOG by EOG pursuant to the merger.
To the extent that the proposed transactions are considered by the
Commission to require authorization, approval or exemption under any
section of the Act or provision of the rules or regulations other than
those specifically referred to herein, request for such authorization,
approval or exemption is hereby made.
<PAGE> 13
Item 4. Regulatory Approval
___________________
No state commission or Federal commission (other than the Securities
and Exchange Commission) has jurisdiction over the proposed transaction.
Notwithstanding such lack of jurisdiction, EOG and WOG have requested the
Public Utility Commission of Ohio to, in the alternative, disclaim
jurisdiction over the transaction or approve the transaction.
Item 5. Procedure
_________
It is hereby requested that the Commission issue its order with
respect to the transactions proposed herein on or before January 1, 1997.
It is submitted that a recommended decision by a hearing or other
responsible officer of the Commission is not needed with respect to the
proposed transaction. The Office of Public Utility Regulation may assist
in the preparation of the Commission's decision. There should be no
waiting period between the issuance of the Commission's order and the date
on which it is to become effective.
<PAGE> 14
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits and financial statements are made a part of
this statement:
(a) Exhibits
A-1 Copy of Certificate of Incorporation, as amended,
of EOG.
(Incorporated by reference to Exhibit A-1 to Form U-1
at File No. 70-8387)
A-2 By-laws, as last amended March 12, 1991, of EOG.
(Incorporated by reference to Exhibit A-2 to Form U-1
at File No. 70-8387)
A-3 Copy of Certificate of Incorporation, as amended,
of WOG.
A-4 By-laws, as last amended March 15, 1990, of WOG.
B-1 Draft of Agreement and Plan of Merger between EOG and WOG.
B-2 Draft of Consent of Consolidated, as sole stockholder
of EOG, to the Agreement and Plan of Merger.
B-3 Draft of Consent of Consolidated, as sole stockholder
of WOG, to the Agreement and Plan of Merger.
F-1 Opinion of Counsel for Consolidated.
(To be filed by amendment)
F-2 Opinion of Counsel of EOG and WOG.
(To be filed by amendment)
O Proposed Notice pursuant to Rule 22(f).
(b) Financial Statements
(Index included in financial statements annexed hereto.)
<PAGE> 15
Item 7. Information as to Environmental Effects
_______________________________________
As more fully described in Item 1, the proposed transactions subject
to the jurisdiction of this Commission relate only to the purchase and sale
of securities and involve no major federal action significantly affecting
the human environment.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this statement to be
signed on their respective behalf by the undersigned thereunto duly
authorized.
CONSOLIDATED NATURAL GAS COMPANY
By David M. Westfall
Senior Vice President and
Chief Financial Officer
THE EAST OHIO GAS COMPANY
WEST OHIO GAS COMPANY
By N. F. Chandler
Their Attorney
Date: October 7, 1996
<PAGE> 16
ITEM 6(b) - FINANCIAL STATEMENTS
As set forth in Item 1 herein, Consolidated Natural Gas Company
("Consolidated") proposes to reorganize a portion of its system by merging
West Ohio Gas Company ("WOG"), a subsidiary, into The East Ohio Gas Company
("EOG"), also a subsidiary; the latter being the surviving corporation. It
is also proposed in Item 1 that, at the time of the merger, each issued and
outstanding share of WOG common stock will be cancelled and extinguished,
and there will be no change in the number of issued and outstanding shares
of EOG. Accordingly, at the time of the merger, the amount of WOG's
capital stock will become "Capital in excess of par value" of EOG, and the
book value of WOG's net assets will be melded into those of EOG.
Consolidated will continue to be the sole shareholder of EOG after the
merger.
The effects of the proposed merger described in this
Application-Declaration are set forth in the following pro forma financial
statements.
INDEX
Page
The East Ohio Gas Company and West Ohio Gas Company:
Balance Sheets at June 30, 1996 1-2
Income Statements for the Twelve Months Ended June 30, 1996 3
Statement of Pro Forma Adjusting Entries 4
<PAGE> 17
<TABLE>
ITEM 6(b), PAGE 1
BALANCE SHEETS
EOG AND WOG
THE EAST OHIO GAS COMPANY
AND
WEST OHIO GAS COMPANY
BALANCE SHEETS AT JUNE 30, 1996 (UNAUDITED)
(In thousands of dollars)
ASSETS
<CAPTION>
Per Books Pro Forma Pro
__________________________ Entries Forma
EOG WOG (Page 4) EOG
__________ ________ __________ __________
<S> <C> <C> <C> <C>
PROPERTY, PLANT AND EQUIPMENT
Gas utility and other plant $1,269,298 $ 68,661 $1,337,959
Accumulated depreciation and amortization (533,815) (27,546) (561,361)
__________ ________ _______ __________
Net gas utility and other plant 735,483 41,115 - 776,598
__________ ________ _______ __________
CURRENT ASSETS
Cash 6,957 782 7,739
Accounts receivable
Customers 160,806 11,997 172,803
Unbilled revenues and other 11,690 343 12,033
Allowance for doubtful accounts (9,724) (1) (9,725)
Receivables from affiliated companies -
consolidated 87 - (2)$ (71) 16
Inventories, at cost
Gas stored - current portion 19,326 4,914 24,240
Materials and supplies
(average cost method) 14,091 868 14,959
Unrecovered gas costs 47,413 6,324 53,737
Prepayments and other current assets 48,931 3,620 52,551
__________ ________ _______ __________
Total current assets 299,577 28,847 (71) 328,353
__________ ________ _______ __________
DEFERRED CHARGES 168,732 10,504 - 179,236
__________ ________ _______ __________
Total assets $1,203,792 $ 80,466 $ (71) $1,284,187
========== ======== ======= ==========
( ) denotes negative amount.
</TABLE>
<PAGE> 18
<TABLE>
ITEM 6(b), PAGE 2
BALANCE SHEETS
EOG AND WOG
THE EAST OHIO GAS COMPANY
AND
WEST OHIO GAS COMPANY
BALANCE SHEETS AT JUNE 30, 1996 (UNAUDITED)
(In thousands of dollars)
STOCKHOLDER'S EQUITY AND LIABILITIES
<CAPTION>
Per Books Pro Forma Pro
__________________________ Entries Forma
EOG WOG (Page 4) EOG
__________ ________ __________ ____________
CAPITALIZATION
Common stockholder's equity
Capital stock
At 6/30/96 Pro
__________________ Forma
EOG WOG EOG
_________ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Par value per share $50 $10,000 $50
Authorized shares 4,500,000 3,000 4,500,000
Issued shares 4,159,353 1,499 4,159,353 $ 207,968 $ 14,990 (1)$(14,990) $ 207,968
Capital in excess of par value 4,550 435 (1) 14,990 19,975
Retained earnings 225,120 10,454 235,574
__________ ________ ________ __________
Total common stockholder's equity 437,638 25,879 - 463,517
Long-term notes payable to Parent Company -
consolidated 209,211 12,460 221,671
__________ ________ ________ __________
Total capitalization 646,849 38,339 - 685,188
__________ ________ ________ __________
CURRENT LIABILITIES
Accounts payable 78,187 4,366 82,553
Estimated rate refunds 14,663 728 15,391
Payables to affiliated companies - consolidated 139,682 20,920 (2) (71) 160,531
Taxes accrued 38,685 773 39,458
Deferred income taxes-current (net) 13,840 1,692 15,532
Other current liabilities 19,217 537 19,754
__________ ________ ________ __________
Total current liabilities 304,274 29,016 (71) 333,219
__________ ________ ________ __________
DEFERRED CREDITS
Deferred income taxes 135,777 5,934 141,711
Accumulated deferred investment tax credits 13,821 584 14,405
Deferred credits and other liabilities 103,071 6,593 109,664
__________ ________ ________ __________
Total deferred credits 252,669 13,111 - 265,780
__________ ________ ________ __________
COMMITMENTS AND CONTINGENCIES
__________ ________ ________ __________
Total stockholder's equity and
liabilities $1,203,792 $ 80,466 $ (71) $1,284,187
========== ======== ======== ==========
( ) denotes negative amount.
</TABLE>
<PAGE> 19
<TABLE>
ITEM 6(b), PAGE 3
INCOME STATEMENTS
EOG AND WOG
THE EAST OHIO GAS COMPANY
AND
WEST OHIO GAS COMPANY
INCOME STATEMENTS FOR THE TWELVE MONTHS
ENDED JUNE 30,1996 (UNAUDITED)
(In thousands of dollars)
<CAPTION>
Per Books Pro Forma Pro
_______________________________ Entries Forma
EOG WOG (Page 4) EOG
__________ _______ ___________ __________
<S> <C> <C> <C> <C>
OPERATING REVENUES
Regulated gas sales
Residential and commercial $ 981,306 $50,945 $1,032,251
Industrial 22,836 406 23,242
__________ _______ _______ __________
Total gas sales 1,004,142 51,351 - 1,055,493
Gas transportation and storage 72,994 6,396 79,390
Other 6,814 186 7,000
__________ _______ _______ __________
Total operating revenues 1,083,950 57,933 1,141,883
__________ _______ _______ __________
OPERATING EXPENSES
Purchased gas 592,416 33,671 626,087
Operation expense 177,936 9,372 187,308
Maintenance 23,932 1,225 25,157
Depreciation and amortization 31,489 1,972 33,461
Taxes, other than income taxes 94,618 4,704 99,322
__________ _______ _______ __________
Subtotal 920,391 50,944 971,335
__________ _______ _______ __________
Operating income before
income taxes 163,559 6,989 - 170,548
Income taxes 51,278 1,971 53,249
__________ _______ _______ __________
Operating income 112,281 5,018 - 117,299
__________ _______ _______ __________
OTHER INCOME (DEDUCTIONS)
Interest revenues 2,604 2 2,606
Other-net (151) (11) (162)
__________ _______ _______ __________
Total other income (deductions) 2,453 (9) - 2,444
__________ _______ _______ __________
Income before interest charges 114,734 5,009 - 119,743
__________ _______ _______ __________
INTEREST CHARGES
Interest on long-term debt 14,667 996 15,663
Other interest expense 6,209 212 6,421
Allowance for funds used during
construction (208) - (208)
__________ _______ _______ __________
Total interest charges 20,668 1,208 - 21,876
__________ _______ _______ __________
NET INCOME $ 94,066 $ 3,801 - $ 97,867
========== ======= ======= ==========
( ) denotes negative amount.
</TABLE>
<PAGE> 20
ITEM 6(b), PAGE4
STATEMENT OF
PRO FORMA ADJUSTING
ENTRIES
STATEMENT OF PRO FORMA ADJUSTING ENTRIES
THE EAST OHIO GAS COMPANY
AND
WEST OHIO GAS COMPANY
BALANCE SHEET
(1) To recognize the cancellation of WOG's capital stock and to reflect
the aggregate par value thereof as "Capital in excess of par value"
for EOG.
Debit Credit
___________ ___________
Capital stock $14,990,000
Capital in excess of par value $14,990,000
(2) To eliminate amounts due EOG from WOG.
Debit Credit
___________ ___________
Payables to affiliated companies -
consolidated $ 71,000
Receivables from affiliated
companies - consolidated $ 71,000
INCOME STATEMENT
No intercompany transactions to eliminate.
<PAGE> 1
Exhibit A-3
AGREEMENT OF MERGER
AGREEMENT OF MERGER dated September 18, 1968, by and between WEST OHIO
GAS COMPANY, an Ohio corporation ("West Ohio"), and 0HI0 NATURAL GAS
COMPANY, an Ohio corporation ("Ohio Natural").
W I T N E S S E T H :
WHEREAS, West Ohio is authorized to have outstanding 2,000,000 shares
of Common Stock of the par value of $5.00 each ("West Ohio Stock"), of
which, at the date hereof, (i) 997,683 shares are presently issued and
outstanding, (ii) 9,500 shares have been authorized to be issued upon the
exercise of certain outstanding options under West Ohio's Qualified Stock
Option Plan, and (iii) no shares are held in its treasury. The stated
capital of West Ohio is $4,988,415.00; and
WHEREAS, Ohio Natural is authorized to have outstanding 500 shares of
Common Stock of the par value of $1.00 per share ("Ohio Natural Stock"), of
which, at the date hereof, all shares are subscribed for. The stated
capital of Ohio Natural is $500.00; and
WHEREAS, the Boards of Directors of West Ohio and Ohio Natural (such
corporations being hereinafter sometimes called the "Constituent
Corporations") deem it advisable for the mutual benefit of the Constituent
Corporations and their respective shareholders and in the public interest
that Ohio Natural be merged into West Ohio upon the terms and conditions
hereinafter set forth, and such Boards of Directors have approved this
Agreement of Merger;
Now, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained and in accordance with the laws of Ohio, West
Ohio and Ohio Natural hereby agree that, subject to the conditions
hereinafter set forth, Ohio Natural shall be merged into West Ohio and West
Ohio shall be the surviving corporation, and that the terms and conditions
of such merger shall be as follows:
FIRST: The name of the surviving corporation shall be West Ohio Gas
Company ("Corporation").
SECOND: The place in Ohio where the principal office of the
Corporation is to be located is Lima, Allen County.
THIRD: The purposes for which the Corporation is formed are:
To produce, gather, manufacture, process, store, distribute,
transport, buy, use, sell, or dispose of natural, liquified petroleum,
artificial and manufactured gas, and all forms, components and by-products
thereof for light, heat, cooling, power and any other purposes and
processes including the generation or production of any other forms of
energy.
<PAGE> 2
To construct, purchase or in any manner acquire and to lay, install,
maintain, operate, remove, mortgage, lease, sell or in any manner dispose
of lands, buildings, plants, works, pipe lines, mains, appliances,
facilities, equipment and apparatus of any nature necessary for or useful
in the production, gathering, manufacture, processing, storage,
distribution, transportation, purchase, use, sale or other disposition of
natural, liquified petroleum, artificial and manufactured gas and all
forms, components and by-products thereof.
To locate, buy, own, sell and lease gas, oil and other mineral lands
under the laws of the United States or any state thereof; to drill and
operate wells for gas, oil, water and other mineral substances; to own,
operate, lease, buy and sell lands, buildings, facilities, equipment and
apparatus in connection therewith or necessary therefor; and to produce,
process, refine, transport, store, distribute and sell all products and by-
products thereof.
To purchase, or otherwise acquire, own, hold, sell, lease, pledge,
mortgage, assign or otherwise dispose of real and personal property, and
the stocks, bonds and securities of other corporations, foreign and
domestic, except as prohibited by law.
To engage in and to do any lawful act concerning any or all lawful
business for which corporations may be incorporated under the 0hio Revised
Code.
FOURTH: The number of shares that the Corporation is authorized to
have outstanding is 2,000,000 shares of Common Stock of the par value of
$5.00 each ("Common Stock").
FIFTH: The aggregate amount of stated capital of the Common Stock at
the Effective Date of the Merger shall be the sum of the aggregate amounts
of stated capital of the Constituent Corporations at said date.
SIXTH: The assets and liabilities of the Constituent Corporations
shall be recorded on the books of the Corporation at the amounts at which
they are stated on the books of the Constituent Corporations at the time of
the Effective Date of the Merger. The excess of the assets of the
Corporation, taken at their fair value to the Corporation, over the sum of
its liabilities, including liabilities derived from the Constituent
Corporations or resulting from the merger, and stated capital, is at least
equal to the combined earned surplus of the Constituent Corporations. The
earned surplus (income retained in the business) of the Constituent
Corporations shall constitute earned surplus of the Corporation. The
foregoing accounting entries shall be subject to such adjustments as may be
made in accordance with sound accounting practice.
SEVENTH: The names and addresses of the first directors of the
Corporation, who shall hold office until their respective successors have
been elected and qualified, are as follows:
NAME ADDRESS
Joe D. Reid Lima, Ohio
Paul 0. Boesel Lima, Ohio
Julius F. Solomon Lima, Ohio
<PAGE> 3
NAME ADDRESS
Arthur C. Zoller, Jr. Lima, Ohio
G. J. Tankersley Cleveland, Ohio
Francis H. Wright Cleveland, Ohio
Dudley J. Taw Cleveland, Ohio
The names, titles, and addresses of the first officers of the Corporation,
who shall hold office until their respective successors have been elected
and qualified, are as follows:
NAME TITLE ADDRESS
G. J. Tankersley Chairman of the Board Cleveland, Ohio
Joe D. Reid President & General Manager Lima, Ohio
Arthur C. Zoller, Jr. Vice President & Treasurer Lima, Ohio
Julius F. Solomon Secretary Lima, Ohio
Tom Newland Assistant Treasurer Lima, Ohio
B. L. Sielschott Assistant Treasurer Lima, Ohio
If, on the Effective Date of the Merger, a vacancy shall exist in the
number of directors or officers of the Corporation by reason of the death
or inability to act of any of the above-named persons or their failure to
accept a position as director or officer of the Corporation, such vacancy
may be filled in the manner provided in the Regulations of the Corporation.
EIGHTH: All meetings of shareholders and directors may be held either
within or without the State of Ohio, and the Corporation may have one or
more offices and may keep the books of the Corporation (except such books
as are required by law to be kept at the office of the Corporation in the
State of Ohio) outside of the State of Ohio, and at any such place or
places, as may from time to time be designated by the Board of Directors.
NINTH: Joe D. Reid, 319 West Market Street, Lima, Ohio, 45801, hereby
is appointed as the person upon whom any process, notice, or demand against
either of the Constituent Corporations or the Corporation may be served.
TENTH: The terms of the merger, the mode of carrying the same into
effect, and the manner and basis of making distribution to the shareholders
of the Constituent Corporations in extinguishment of and in substitution
for shares of the Constituent Corporations, shall be as follows:
(a) The shares of Ohio Natural Common Stock issued and outstanding on the
Effective Date of the Merger shall be converted into and shall be that
number of new shares of Common Stock of the Corporation which is equal
in amount to the number of West Ohio shares issued and outstanding
immediately prior to the Effective Date of the Merger.
(b) Each share of West Ohio Stock issued and outstanding immediately prior
to the Effective Date of the Merger (excluding shares held by those
shareholders of West Ohio who have perfected their rights as
dissenting shareholders under Section 1701.85 of the Ohio Revised
Code) shall be converted into and shall be .80 of a share of the $8.00
par value Capital Stock of Consolidated Natural Gas Company, a
<PAGE> 4
Delaware corporation ("Consolidated"), which will, on the Effective
Date of the Merger, be deposited by Ohio Natural with the Exchange
Agent (as hereinafter defined) for distribution to shareholders of
West Ohio pursuant to the provisions of subsection (d) of this Article
Tenth.
(c) After the Effective Date of the Merger, each optionee of an
outstanding employee stock option to purchase West Ohio Stock
heretofore granted by West Ohio under its Qualified Stock Option Plan,
a schedule of such outstanding options having heretofore been
furnished Ohio Natural, shall be entitled upon exercise of such option
to receive, in lieu of shares of West Ohio Stock, that number of
shares of
Consolidated Capital Stock ("Consolidated Stock") that is equal to .80
times-the number of shares of West Ohio Stock covered by the option
immediately prior to the Effective Date of the Merger (disregarding
any fractional shares resulting from such multiplication) at a
purchase price for each share of Consolidated Stock equal to 125% of
$15.3125, the purchase price of each share of West Ohio Stock under
said stock option agreement (counting as one whole cent any fraction
of one cent resulting from such multiplication). Each such option
shall otherwise be on the same terms and conditions and have the same
provisions as shall be contained therein immediately prior to the
Effective Date of the Merger.
(d) After the Effective Date of the Merger, each holder of an outstanding
certificate or certificates which prior thereto represented shares of
West Ohio Stock shall surrender the same to First National Bank &
Trust Company of Lima, 631 West Market Street, Lima, Ohio, 45801,
exchange agent for all such holders ("Exchange Agent"), and such
holder shall be entitled upon such surrender to receive in exchange
therefor a certificate or certificates representing the number of
whole shares of Consolidated Stock into which the shares theretofore
represented by the certificate or certificates so surrendered shall
have been converted as aforesaid. Adoption of this Agreement of
Merger by the shareholders of the Constituent Corporations shall
constitute ratification of the appointment of such Exchange Agent.
Until so surrendered, each such outstanding certificate which prior to
the Effective Date of the Merger represented shares of West Ohio Stock
shall be deemed, subject to the further provisions of this Article
Tenth, solely to evidence the ownership of the number of shares of
Consolidated Stock into which such West Ohio Stock has been so
converted. No cash or stock dividend payable, and no certificates
representing split shares deliverable in the event any such split
shall be declared, to holders of Consolidated Stock of record as of
any date subsequent to the Effective Date of the Merger shall be paid
or delivered to the holder of any certificate which prior to such
Effective Date represented West Ohio Stock unless and until such
certificate is surrendered as hereinabove provided, but upon such
surrender there shall be paid or delivered to such holder of record of
the certificate for Consolidated Stock issued in exchange therefor,
the amount of any such cash dividend, or the certificates for the
whole number of shares of Consolidated Stock resulting from any such
<PAGE> 5
stock dividends or splits (without interest thereon) which shall have
theretofore become payable or deliverable with respect to such
Consolidated Stock.
(e) No certificates or scrip representing fractional shares of
Consolidated Stock shall be issued upon the surrender for exchange of
certificates for shares of West Ohio Stock converted into shares of
Consolidated Stock pursuant to this Article Tenth, and no Consolidated
dividend or stock split shall relate to any fractional share and such
fractional share interests will not entitle the owner thereof to vote
or to any rights of a shareholder. In lieu of any such fractional
share, the Corporation shall afford the holder of each such West Ohio
Stock certificate the Opportunity, through the Exchange Agent, on or
before the forty-fifth day following the Effective Date of the Merger,
or on or before such later date (but in any event not later than the
ninetieth day following such Effective Date) as the Corporation may
determine, either to consolidate his fractional interest, if any, into
one full share of Consolidated Stock by purchasing the additional
fractional interest required for such consolidation or to sell such
fractional interest and obtain the net proceeds thereof, subject to
the further provisions of this section (e), following the surrender of
his West Ohio Stock certificate for exchange as aforesaid; provided,
however, that in no event shall any holder of a fractional interest
have any right to any settlement in respect thereof prior to the
twentieth day following the Effective Date of the Merger. Any
fractional interests with respect to which instructions shall not have
been so received by the Exchange Agent within the prescribed period
shall be sold by the Exchange Agent, and the holder of any such
fractional interest shall thereafter be entitled to receive the net
proceeds of the sale thereof upon the surrender of his West Ohio Stock
certificate for exchange as aforesaid to and including the sixth
anniversary of the Effective Date of the Merger. Immediately after
such anniversary the Exchange Agent shall deliver to the Corporation
all unclaimed proceeds from sales of fractional interests as
hereinabove provided, and all such proceeds shall be retained by and
belong absolutely to the Corporation free and clear of any claims
whatsoever. The Exchange Agent may offset buy and sell orders, and
orders not offset will be executed on the New York Stock Exchange or
otherwise, as determined by the Exchange Agent in its discretion,
using such factors as it may consider relevant.
(f) All shares of Consolidated Stock into which shares of West Ohio Stock
shall have been converted pursuant to this Article Tenth shall be
deemed to have been issued in full satisfaction of all rights
pertaining to such converted shares, subject, however, to the
Corporation's obligation to pay such dividends, if any, as may have
been declared by West Ohio on such shares of West Ohio Stock and as
remained unpaid at the Effective Date of the Merger.
<PAGE> 6
(g) The number of shares of Consolidated Stock to which shareholders and
optionees of West Ohio Stock are otherwise entitled under this Article
Tenth (and, as to optionees, the purchase price per share upon
exercise of their options) shall be appropriately adjusted for any
stock dividends on Consolidated Stock, and for any stock splits or
combinations of Consolidated Stock, payable to or affecting holders of
record of Consolidated Stock at a date subsequent to the date of this
agreement and prior to the Effective Date of the Merger.
(h) Upon the Effective Date of the Merger, the holders of certificates for
West Ohio Stock outstanding on said Effective Date shall cease to have
any rights with respect to such stock (except such rights, if any, as
they may have as dissenting shareholders) and (except as aforesaid)
their sole rights shall be with respect to the Consolidated Stock into
which their shares of West Ohio Stock have been converted by the
Merger.
ELEVENTH: The Regulations of West Ohio shall be the Regulations of
the Corporation.
TWELFTH: The term "Effective Date of the Merger" as used herein shall
be the "Closing Date" as defined in the Agreement and Plan of
Reorganization entered into by the parties hereto and of even date with
this Agreement of Merger. A Certificate of Adoption of Agreement of Merger
shall duly filed in the office of the Secretary of State of Ohio either on
or immediately following such date. Each of the Constituent Corporations
hereby agrees to do promptly all such acts and to take promptly all such
measures as may be appropriate to enable it to perform as early as
practicable the covenants and agreements herein provided to be performed by
it.
THIRTEENTH: This Agreement of Merger may be terminated and the merger
abandoned prior to the Effective Date of the Merger, either by mutual
consent of the Boards of Directors of both Constituent Corporations or by
the Board of Directors of either of the Constituent Corporations if the
Agreement and Plan of Reorganization among Consolidated, Ohio Natural, and
West Ohio dated of even date herewith shall have been terminated as therein
provided. In the event of termination by the Board of Directors of either
or both of the Constituent Corporations as provided in this Article
Thirteenth, notice shall be given to the other Constituent Corporation and
the Board or Boards of Directors so terminating may direct its or their
officers not to file the Certificate of Adoption of Agreement of Merger as
required by the laws of Ohio notwithstanding favorable action by the
shareholders of the respective Constituent Corporations.
FOURTEENTH: Any of the terms or conditions of this Agreement of
Merger may be waived at any time by the one of the Constituent Corporations
which is, or the shareholders of which are, entitled to the benefit thereof
by action taken by the Board of Directors of such party, or may be amended
or modified in whole or in any part at any time prior to the vote of the
shareholders of the Constituent Corporations hereon by an agreement in
writing executed in the same manner as this Agreement of Merger after
authorization to do so by the Boards of Directors of the Constituent
<PAGE> 7
Corporations; provided, however, that such actions shall be taken only if,
in the judgment of the Board of Directors taking the action, such waiver or
such amendment or modification will not have a materially adverse effect on
the benefits intended under this Agreement of Merger to the shareholders of
its corporation.
FIFTEENTH: This Agreement of Merger may be executed in any number of
counterparts, each of which shall be an original, but such counterparts
together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, each of the Constituent Corporations has caused
this Agreement of Merger to be duly executed as of the day and year first
above written.
WEST OHIO GAS COMPANY
By /s/ Joe D. Reid
President
/s/ J. F. Solomon
Secretary
OHIO NATURAL GAS COMPANY
By /s/ F. H. Wright
President
/s/ Thomas G. Roderick, Jr.
Secretary
<PAGE> 1
Exhibit A-4
CODE OF REGULATIONS
OF
WEST OHIO GAS COMPANY
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office of the
corporation shall be at such place in the City of Lima, Ohio, as may be
designated from time to time by the Board of Directors.
Section 2. OTHER OFFICES. The corporation may also have offices
at such other places without, as well as within, the State of Ohio as the
Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the stockholders
of the corporation shall be held between April 1st and April 30th, in each
year, on a date to be fixed by the Board of Directors.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time by the President or a Vice President or a
majority of the Board of Directors acting with or without a meeting, or the
holder or holders of one-fourth of all shares outstanding and entitled to
vote thereat.
Section 3. PLACE OF MEETING. Meeting of shareholders shall be
held at the office of the corporation in the City of Lima, Ohio, unless the
Board of Directors decides that a meeting shall be held at some other place
within or without the State of Ohio and causes the notice thereof to so
state.
Section 4. NOTICES OF MEETINGS. Unless waived, a written, printed
or typewritten notice of each annual or special meeting stating the day,
hour, and place and the purpose or purposes thereof shall be served upon or
mailed to each shareholder of record entitled to vote or entitled to
notice, not more than thirty (30) days nor less than fifteen (15) days
before any such meeting. If mailed, it shall be directed to a shareholder
at his address as the same appears upon the records of the corporation.
<PAGE> 2
A notice of a meeting called for the purpose of considering,
authorizing, approving or ratifying all or any of the contracts,
transactions or acts of the corporation or of the Board of Directors or of
any committee thereof or of any officer or director shall be sufficient if
the purpose is stated in general terms without specification of the
particular contracts, acts or transactions.
All notices with respect to any shares of record in the names of
two or more persons may be given to whichever of such persons is named
first on the books of the corporation and notice so given shall be
effective as to all the holders of record of such shares.
Every person who by operation of law, transfer, transmission, or by any
other means whatsoever shall become entitled to any share or right or
interest therein, shall be bound by every notice in respect of such share
which, previously to his name and address being entered upon the books of
the corporation as the registered holder of such share, shall have been
given to the person in whose name such share appears of record.
Section 5. WAIVER OF NOTICE. Any shareholder, either before or
after any meeting, may waive any notice required to be given by law or
under these Regulations; and whenever all of the shareholders entitled to
vote shall meet in person or by proxy and consent to holding a meeting, it
shall be valid for all purposes without call or notice, and at such meeting
any action may be taken.
Section 6. QUORUM. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite and shall constitute a quorum for
the transaction of business at all meetings of the stockholders except as
otherwise provided by law.
<PAGE> 3
At any meeting at which a quorum is present, all
questions and business which shall come before the meeting shall be
determined by the vote of the holders of a majority of the voting shares
represented by shareholders present in person or by proxy, except when a
different proportion is required by law, the Articles of Incorporation, or
these Regulations.
At any meeting, whether a quorum is present or not, the
holders of a majority of the voting shares represented by shareholders
present in person or by proxy may adjourn from time to time and from place
to place without notice other than by announcement at the meeting. At any
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
notified or held.
Section 7. PROXIES. Any shareholder of record who is entitled to
attend a shareholders' meeting, or to vote thereat or to assent or give
consents in writing, shall be entitled to be represented at such meeting or
to vote thereat or to assent or give consents in writing, as the case may
be, or to exercise any other of his rights, by proxy or proxies appointed
by a writing signed by such shareholder, which need not be sealed,
witnessed or acknowledged.
A telegram, cablegram, wireless message or photogram
appearing to have been transmitted by a shareholder, or a photograph,
photostatic or equivalent reproduction of a writing appointing a proxy or
proxies shall be a sufficient writing.
No appointment of a proxy shall be valid after the
expiration of eleven months after it is made, unless the writing specifies
the date on which it is to expire or the length of time it is to continue
in force.
Unless the writing appointing a proxy or proxies
otherwise provides:
(1) In case two or more persons are appointed and but
one attends the meeting, he may exercise all the authority, subject,
however, to the provision of subparagraph (4) hereof;
<PAGE> 4
(2) In case three or more persons are so appointed, a
majority of such persons may exercise all the authority;
(3) In case an even number of persons so appointed
shall attend the meeting or otherwise exercise the authority granted, and
it appears that they are divided upon the question of voting such shares,
or exercising the authority granted, each shall be entitled to vote or
exercise such authority in respect to an equal number of shares;
(4) Each and every proxy shall have power of
substitution, and when three or more persons are appointed, a majority of
them or their respective substitutes may appoint a substitute or
substitutes to act for all;
(5) A writing appointing a proxy shall not be revoked
by the death or incapacity of the maker unless before the vote is taken or
the authority granted is otherwise exercised, written notice of such death
or incapacity is given to the corporation by the executor or administrator
of the estate of such maker or by the fiduciary having control of the
shares in respect of which the proxy was appointed;
(6) The presence of a shareholder at a meeting shall
not operate to revoke a writing appointing a proxy and such shareholder may
only revoke his proxy by giving notice to the corporation in writing or in
open meeting before any vote is taken.
Section 8. VOTING. At any meeting of shareholders, each
shareholder of the corporation shall, except as otherwise provided by law
or by the Articles of Incorporation or by these Regulations, be entitled to
one vote in person or by proxy f or each share of the corporation
registered in his name on the books of the corporation (1) on the date
fixed pursuant to subparagraph (g) of Section 2 of Article IV of these
Regulations as the record date for the determination of share holders
entitled to vote at such meeting, notwithstanding the sale, or other
disposal or transfer on the books of the corporation of such share or
shares on or after the date so fixed, or (2) if no such record date shall
have been fixed then at the date of such meeting.
If notice in writing shall be given by any shareholder to the
president or a vice president of a corporation not less than twenty-four
hours before the time fixed for holding a meeting for the election of
directors that he intends to cumulate his votes at such election, and if an
announcement of the giving of such notice is made upon the convening of the
meeting, each shareholder shall have the right to cumulate his shares and
to give one candidate as many votes as the number of directors to be
elected multiplied by the number of his shares equals, or to distribute
them on the same principle among as many candidates as he sees fit.
<PAGE> 5
Section 8A. At each meeting of the shareholders two inspectors
of elections shall be appointed by the Chairman, who shall receive and
count the votes cast by the shareholders for the election of directors or
for the decision of any question upon which the voting shall be by ballot,
and shall make and present a written report thereof to the Chairman who
shall announce the result. Such report signed by such inspectors shall be
filed and preserved by the Secretary of the Company.
Section 8B. Before every meeting of the shareholders the
Secretary or the officer or agent of the Company having charge of the
transfer of its stock shall, at least ten days prior to the date of such
meeting, under oath prepare a complete list of the shareholders entitled to
vote at such meeting, showing the number and classes of share held by each
as shown by the stock book of the Company on the date fixed for closing the
stock transfers before said meeting, or if no time be fixed therefor, then
on the tenth day prior to the date of such meeting. Such list shall be
delivered to the inspectors of elections of the meeting and shall be prima
facie evidence of the ownership of the stock entitled to vote.
Section 9. FINANCIAL REPORTS. At the annual meeting, or any other
meeting at which directors are to be elected, there shall be laid before
the shareholders a statement of profit and loss and a balance sheet
containing a summary of the assets and liabilities, a summary of profits
earned, dividends paid, and other changes in the surplus account of the
corporation, made up to date not more than four months before such meeting,
from the date up to which the last preceding statement, account and balance
sheet were made up.
A certificate signed by the President or a Vice President and the
Treasurer or an Assistant Treasurer, or a public accountant or firm of
public accountants, shall be appended to such statement of profit and loss
and balance sheet, stating that they are true and correct according to the
books of the corporation, and that they exhibit a fair view of the state of
the corporation's affairs according to its books.
ARTICLE III
DIRECTORS
Section 1. NUMBER OF DIRECTORS. The Board of Directors of West
Ohio Gas Company shall consist of not less than five nor more than seven
members, none of whom shall be required to be stockholders.
Section 2. ELECTION OF DIRECTORS. Directors shall be elected at
the annual meeting of shareholders, but when the annual meeting is not held
or directors are not elected thereat, they may be elected at a special
meeting called and held for that purpose. Such election shall be by ballot
whenever requested by any shareholder entitled to vote at such election;
but unless so requested, the election may be conducted in any manner
approved at such meeting.
At each meeting of shareholders for the election of directors the
persons receiving the greatest number of votes shall be directors.
<PAGE> 6
Section 3. TERM OF OFFICE. Directors elected during the year
1939, pursuant to the plan of reorganization of the Company, shall hold
office for a term of three years from the date of their election and until
the election and qualification of their successors. After the end of said
initial three-year term, directors shall hold office until the annual
meeting next succeeding their election, or until their successors are
elected and qualified.
Section 4. VACANCIES. Vacancies in the board of directors may be
filled by a majority vote of the remaining directors until an election to
fill such vacancies is had. Shareholders entitled to elect directors shall
have the right to fill any vacancy in the board (whether the same has been
temporarily filled by the remaining directors or not) at any meeting of the
shareholders called for that purpose, and any directors elected at any such
meeting of shareholders shall serve until the next annual election of
directors or until their successors are elected and qualified.
ARTICLE IV
POWERS AND MEETINGS OF THE BOARD OF DIRECTORS
Section 1. GENERAL POWERS OF BOARD. The powers of the corporation
shall be exercised, its business and affairs conducted, and its property
controlled by the board of directors, except as otherwise provided in the
Articles of Incorporation, amendments thereto, or the General Corporation
Law.
Section 2. OTHER POWERS. Without prejudice to the general powers
conferred by or implied in the last preceding section, the directors,
acting as a board, shall have power
(a) To fix, define and limit the powers and duties of
all officers;
(b) To fix the salaries of all officers and the fees
to be paid directors and members of committees for attendance at meetings;
(c) To appoint, and at their discretion, with or
without cause, to remove, or suspend, such subordinate officers,
assistants, managers agents and employees as the directors may from time to
time think fit and to determine their duties and fix their compensation;
(d) To require any officer, agent or employee of the
corporation to furnish a bond for faithful performance in such amount and
with such sureties as they may approve;
(e) To designate a depository or depositories of the
funds of the corporation and the officer or officers or other persons who
shall be authorized to sign notes, checks, drafts, contracts, deeds,
mortgages and other instruments on behalf of the corporation;
(f) To appoint and remove transfer agents and/or
registrars for the corporation's shares;
<PAGE> 7
(g) To fix a time not exceeding forty-five days
preceding the date of any meeting of shareholders, or the date fixed for
the payment of any dividend or distribution, or the date for the allotment
of right, or (subject to contract rights with respect thereto) the date
when any change or conversion or exchange of shares shall be made or go
into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting, or entitled to
receive payment of any such dividend distribution, or allotment of rights,
or to exercise the rights in respect to any such change, conversion or
exchange of shares, and, in such case, only the persons who are
shareholders of record on the date so fixed, shall be entitled to notice of
and to vote at such meeting, or to receive payment of such dividend,
distribution, or allotment of rights, or to exercise such rights, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after any record date fixed as aforesaid, or change of
ownership of any shares either before or after such record date, and such
persons shall conclusively be deemed to be the shareholders of the
corporation on such record date notwithstanding notice or knowledge to the
contrary; and the board of directors may close the books of the corporation
against transfers of shares during the whole or any part of such period;
(h) To establish such rules and regulations respecting
the issuance and transfer of shares and certificates for shares as the
board of directors may consider reasonable.
Section 3. MEETINGS OF THE BOARD. A meeting of the board of
directors shall be held immediately following the adjournment of each
shareholders' meeting at which directors are elected, and notice of such
meeting need not be given.
The board of directors may, by by-law or resolution, provide for other
meetings of the board.
Special meetings of the board of directors may be held at any time
upon call of the President, a Vice President, or any two members of the
board.
Notice of any special meeting of the board of directors shall be
mailed to each director, addressed to him at his residence or usual place
of business, at least five days before the day on which the meeting is to
be held, or shall be sent to him at such place by telegraph, cable, radio
or wireless, or be given personally or by telephone, not later than the day
before the day on which the meeting is to be held. Every such notice shall
state the time and place of the meeting but need not state the purposes
thereof. Notice of any meeting of the board need not be given to any
director, however, if waived by him in writing or by telegraph, cable,
radio or wireless, whether before or after such meeting be held, or if he
shall be present at such meeting; and any meeting of the board shall be a
legal meeting without any notice thereof having been given, if all the
directors shall be present thereat.
<PAGE> 8
All meetings of the board shall be held at the office of the
corporation in the City of Lima, Ohio, unless otherwise specified in the
notice thereof.
Section 4. QUORUM. A majority of the board of directors shall
constitute a quorum for the transaction of business, provided that whenever
less than a quorum is present at the time and place appointed for any
meeting of the board, a majority of those present may adjourn the meeting
from time to time without notice other than by announcement at the meeting
until a quorum shall be present.
Section 5. BY-LAWS. The board of directors may adopt by-laws for
the government of its actions, consistent with the articles of
incorporation and these Regulations.
ARTICLE V
COMMITTEES
Section 1. EXECUTIVE COMMITTEE. The board of directors may
by resolution or resolutions passed by a majority of the whole board
appoint an executive committee of three or more directors, the members of
which shall be elected by the board of directors to serve during the
pleasure of the board. Unless one of the members shall have been
designated as Chairman by the board of directors, the executive committee
shall elect a Chairman from its own number. Except as herein otherwise
provided, the executive committee shall, during the intervals between the
meetings of the board of directors, possess and may exercise all of the
powers of the board of directors in the management of the business and
affairs of the corporation. The executive committee shall keep full and
fair records and accounts of its proceedings and transactions. All action
by the executive committee shall be reported to the board of directors at
its meeting next succeeding such action and shall be subject to control,
revision, and alteration by the board of directors; provided that no rights
of third persons shall be prejudicially affected thereby. Vacancies in the
executive committee shall be filled by the board of directors, but during
the temporary absence of a member of the executive committee, the remaining
members of the executive committee may appoint a member of the board of
directors to act in the place and with all the powers of such absent
member.
Section 2. MEETINGS OF EXECUTIVE COMMITTEE. Subject to the
provisions of these Regulations, the executive committee shall fix its own
rules of procedure and shall meet as provided by such rules or by
resolution of the board of directors, and it shall also meet at the call of
the President of the corporation or of any two members of the committee.
Unless otherwise provided by such rules or by such resolutions, the
provisions of Section 3 of Article IV relating to the notice required to be
given of meetings of the board of directors shall also apply to meetings of
the executive committee. A majority of the executive committee shall be
necessary to constitute a quorum. The executive committee may act in
writing, or by cable or by telegraph or by telephone with written
<PAGE> 9
confirmation, without a meeting, but no such action of the executive
committee shall be effective unless concurred in by all the members of the
committee.
Section 3. OTHER COMMITTEES. The board of directors may by
resolution provide for such other standing or special committees as it
deems desirable, and discontinue the same at pleasure. Each such committee
shall have such powers and perform such duties, not inconsistent with law,
as may be delegated to it by the board of directors. The provisions of
Section 1 and Section 2 of this Article shall govern the appointment and
action of such committees as far as consistent, unless otherwise provided
by the board of directors. Vacancies in such committees shall be filled by
the board of directors or as it may provide.
ARTICLE VI
OFFICERS
Section 1. GENERAL PROVISIONS. The board of directors shall elect
a President, a Vice President, a Secretary and Treasurer, and in its
discretion, a Chairman of the board of directors and additional Vice
Presidents. The board of directors may from time to time create such
offices and appoint such other officers, subordinate officers and assistant
officers as it may determine. The President and the Chairman of the board
shall be, but the other officers may or may not be, chosen from among the
members of the board of directors. Any two or more of such offices, other
than that of President and Vice President Secretary and Assistant
Secretary, or Treasurer and Assistant Treasurer, may be held by the same
person, but no officer shall execute, acknowledge or verify any instrument
in more than one capacity.
Section 2. TERM OF OFFICE. The officers of the corporation shall
hold office during the pleasure of the board of directors, and unless
sooner removed by the board of directors, until the organization meeting of
the board of directors following the date of their election or until their
successors are chosen and qualified.
The board of directors may remove any officer at any time with or
without cause, by a majority vote.
A vacancy in any office, however created, shall be filled by the board
of directors.
ARTICLE VII
DUTIES OF OFFICERS
Section 1. CHAIRMAN OF THE BOARD. The Chairman of the board, if
one be elected, shall preside at all meetings of the board of directors and
shall have such other powers and duties as may be prescribed by the board
of directors.
Section 2. PRESIDENT. The President shall be the active executive
officer of the corporation and shall exercise supervision over the business
<PAGE> 10
of the corporation and over its several officers, subject, however, to the
control of the board of directors. He shall preside at all meetings of
shareholders and, in the absence of, or if a Chairman of the board shall
not have been elected, shall also preside at meetings of the board of
directors. He shall have authority to sign all certificates for shares and
all deeds, mortgages, bonds, contracts, notes, and other instruments
requiring his signature; and shall have all the powers and duties
prescribed by the General Corporation Act and such others as the board of
directors may from time to time assign to him.
Section 3. VICE PRESIDENTS. The Vice Presidents shall perform
such duties as are given to them by these Regulations or as may from time
to time be assigned to them by the board of directors or the President. At
the request of the President, or in his absence or disability, the Vice
President, designated by the President (or in the absence of such
designation, the Vice President in the order fixed by the board) shall
perform all the duties of the President, and when so acting, shall have all
the powers of, and be subject to all the restrictions upon, the President.
The authority of the Vice Presidents to sign in the name of the corporation
all certificates for shares and authorized deeds, mortgages, bonds,
contracts, notes and other instruments, shall be coordinated with like
authority of the President.
Section 4. SECRETARY. The Secretary shall keep minutes of all the
proceedings of the shareholders and board of directors, and shall make
proper record of the same, which shall be attested by him; sign all
certificates for shares, and all deeds, mortgages, bonds, contracts, notes,
and other instruments executed by the corporation requiring his signature;
give notice of meetings of shareholders and directors; produce on request
at each meeting of shareholders for the election of directors a certified
list of shareholders arranged in alphabetical order; keep such books as may
be required by the board of directors, and file all reports to States, to
the Federal Government, and to foreign countries; and perform such other
and further duties as may from time to time be assigned to him by the board
of directors or by the President; and upon the expiration of his term of
office shall turn over to his successors or to the Board of Directors all
property, books, papers and money of the corporation in his hands.
Section 5. TREASURER. The Treasurer shall have general
supervision of all finances; he shall receive and have in charge all money,
bills, notes, deeds, leases, mortgages and similar property belonging to
the corporation, and shall do with the same as may from time to time be
required by the board of directors He shall cause to be kept adequate and
correct accounts of the business transactions of the corporation, including
accounts of its assets, liabilities, receipts, disbursements, gains,
losses, stated capital, and shares, together with such other accounts as
may be required, and, upon the expiration of his term of office, shall turn
over to his successor or to the board of directors all property, books,
papers and money of the corporation in his hands; and he shall perform such
other duties as from time to time may be assigned to him by the board of
directors.
<PAGE> 11
Section 6. ASSISTANT AND SUBORDINATE OFFICERS. The board of
directors may appoint such assistant and subordinate officers as it may
deem desirable. Each such officer shall hold office during the pleasure of
the board of directors, and perform such duties as the board of directors
may prescribe.
The board of directors may, from time to time, authorize any officer
to appoint and remove subordinate officers, to prescribe their authority
and duties, and to fix their compensation.
Section 7. DUTIES OF OFFICERS MAY BE DELEGATED. In the absence of
any officer of the corporation, or for any other reason the board of
directors may deem sufficient, the board of directors may delegate, for the
time being, the powers or duties, or any of them of such officer to any
other officer, or to any director.
ARTICLE VIII
SUBMISSION OF CONTRACTS OR TRANSACTIONS TO SHAREHOLDERS
Any contract, transaction or act of the corporation, or of the board
of directors, or of any committee, or of any officer or director, which
shall be authorized, approved or ratified at any annual meeting of
shareholders, or at any special meeting called for such purpose, or
consented to in writing, or otherwise by the holders of shares entitling
them to exercise a majority of the voting power of the corporation shall be
as valid and binding as though expressly authorized by the Articles of
Incorporation and authorized, approved and ratified by every shareholder of
the corporation and no director or officer shall be under any
accountability or liability therefor or thereunder. A notice of any such
meeting which states in general terms that contracts, acts or transactions
are to be considered shall be sufficient without any specification of
particular contracts, acts or transactions, provided, however, that any
failure of the shareholders to authorize, approve or ratify such contract,
transaction or act, when and if submitted, shall not be deemed in any way
to render the same invalid or to deprive the board of directors and the
officers of their right to proceed therewith.
ARTICLE IX
CERTIFICATES FOR SHARES
Section 1. FORM AND EXECUTION. Certificates for shares,
certifying the number of full paid shares owned, shall be issued to each
shareholder in such form as shall be approved by the board of directors.
Such certificates shall be signed by the President or a Vice President and
by the Secretary or an Assistant Secretary; provided, however, that if such
certificates are countersigned by a transfer agent and/or registrar, the
signature of President, Vice President, Secretary or Assistant Secretary,
and the seal of the corporation upon such certificates may be facsimiles,
engraved, stamped or printed. If any officer or officers, who shall have
signed, or whose facsimile signature shall have been used, printed or
stamped on any certificate or certificates for shares, shall cease to be
such officer or officers because of death, resignation or otherwise, before
<PAGE> 12
such certificate or certificates shall have been delivered by the
corporation, such certificate or certificates, if authenticated by the
endorsement thereon of the signature of a transfer agent or registrar,
shall nevertheless be conclusively deemed to have been adopted by the
corporation by the use and delivery thereof and shall be as effective in
all respects as though signed by a duly elected, qualified and authorized
officer or officers, and as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures
shall have been used thereon had not ceased to be an officer or officers of
the corporation.
Such certificates for shares shall be transferable in person or by
attorney, but, except as hereinafter provided in the case of lost,
mutilated or destroyed certificates, no transfer of shares shall be entered
upon the records of the corporation until the previous certificates, if
any, given for the same, shall have been surrendered and canceled.
Section 2. LOST, MUTILATED, OR DESTROYED CERTIFICATES. If any
certificate for shares is lost, mutilated or destroyed, the board of
directors may authorize the issue of a new certificate in place thereof
upon such terms and conditions as it may deem advisable. The board of
directors in its discretion may refuse to issue such new certificate until
the corporation has been indemnified to its satisfaction and until it is
protected to its satisfaction by a final order or decree of a court of
competent jurisdiction.
Section 3. REGISTERED SHAREHOLDERS. A person in whose name shares
are of record on the books of the corporation shall conclusively be deemed
the unqualified owner thereof for all purposes and to have capacity to
exercise all rights of ownership. Neither the corporation nor any transfer
agent of the corporation shall be bound to recognize any equitable interest
in or claim to such shares or the part of any other person, whether
disclosed upon such certificate or otherwise, nor shall they be obliged to
see to the execution of any trust or obligation.
ARTICLE X
FISCAL YEAR
The fiscal year of the corporation shall end on the thirty-first day
of December in each year, or on such other day as may be fixed from time to
time by the board of directors.
ARTICLE XI
SEAL
The board of directors shall provide a suitable seal containing the name of
the corporation. If deemed advisable by the board of directors, duplicate
seals may be provided and kept for the purposes of the corporation.
<PAGE> 13
ARTICLE XII
CONTRACTS, CHECKS, NOTES, ETC.
All contracts, agreements and other instruments authorized by the board of
directors, and all checks, drafts, notes, bonds, bills of exchange and
orders for the payment of money shall unless otherwise directed by the
board of directors, or unless otherwise required by law, be signed by any
two of the following officers: President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary. The board of
directors may, however, authorize any one of said officers to sign checks,
drafts and orders for the payment of money singly and without necessity of
countersignature, and may designate officers and employees of the
corporation other than those named above, or different combinations of such
officers and employees who may in the name of the corporation execute
checks, drafts, and orders for the payment of money in its behalf.
ARTICLE XIII
INDEMNIFICATIONS
Section 1. Each person who at any time is, or shall have been a
director or officer of the Corporation, or serves or has served as a
director, officer, fiduciary or other representative of another company,
partnership, joint venture, trust association or other enterprise
(including any employee benefit plan), where such service was specifically
requested by the Corporation in accordance with Section 4 below, or the
established guidelines for participation in outside positions (such service
hereinafter being referred to as "Outside Service"), and is threatened to
be or is made a party to any threatened, pending, or completed claim,
action, suit or proceeding, whether civil, criminal, administrative, or
investigative ("Proceeding"), be reason of the fact that he is, or was, a
director or officer of the Corporation or a director, officer, fiduciary or
other representative of such other enterprise, shall be indemnified against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement ("Loss") actually and reasonably incurred by him in connection
with any such Proceeding to the full extent permitted under the General
Corporation Law of the State of Ohio, as the same exists or may hereafter
be amended, (but, in the case of any such amendment only to the extent that
such amendment permits the Corporation to provide broader indemnification
rights than said Law permitted the Corporation to provide prior to such
amendment). The corporation shall indemnify any person seeking indemnity
in connection with any Proceeding (or part thereof) initiated by such
person only if such Proceeding (or part thereof) initiated by such person
was authorized by the Board of Directors of the Corporation. With respect
to any Loss arising from Outside Service, the Corporation shall provide
such indemnification only if and to the extent that (i) such other company,
partnership, joint venture, trust, association or enterprise is not legally
permitted or financially able to provide such indemnification, and (ii)
such Loss is not paid pursuant to any insurance policy other than any
insurance policy maintained by the Corporation.
<PAGE> 14
Section 2. The right to be indemnified pursuant hereto shall
include the right to be paid by the Corporation for expenses including
attorney's fees, incurred in defending any such Proceeding in advance of
its final disposition; provided, however, that the payment of such expenses
in advance of the final disposition of such Proceeding shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of such
director, officer, fiduciary or other representative, in which such
director, officer, fiduciary or other representative agrees to repay all
amounts so advanced if it should be determined ultimately that such
director, officer, fiduciary or other representative is not entitled to be
determined ultimately that such director, officer, fiduciary or other
representative is not entitled to be indemnified under applicable law and
includes such other undertakings as may be required under applicable law.
Section 3. The right to be indemnified or to the reimbursement or
advancement of expenses pursuant hereto shall in no way be exclusive of any
other rights of indemnification or advancement to which any such director
or officer, fiduciary or other representative may be entitled, under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, fiduciary or other
representative and shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 4. Any person who is serving or has served as a director,
officer or fiduciary of (i) another corporation of which a majority of the
share entitled to vote in the election of its directors is held by the
Corporation at the time of such service, or (ii) any employee benefit plan
of the Corporation or of any corporation referred to in clause (i) of this
Section 4, shall be deemed to be doing or have done so at the request of
the Corporation.
ARTICLE XIV
AMENDMENTS
This code of regulations may be amended or repealed at any meeting of
the shareholders called for that purpose by the affirmative vote of the
holders of record of shares entitling them to exercise a majority of the
voting power on such proposal, or, without a meeting, by the written
consent of the holders of record of share entitling them to exercise two-
thirds (2/3) of the voting power on such proposal.
<PAGE> 1
Exhibit B-1
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER is dated as of
_______________, 1996 (this "Agreement") between WEST OHIO
GAS COMPANY, an Ohio corporation ("WOG"), and THE EAST OHIO
GAS COMPANY, an Ohio corporation ("EOG") are hereinafter
sometimes collectively referred to as the "Constituent
Corporations".
WITNESSETH:
A. WOG is authorized to have Outstanding 3,000
shares of common stock, par value $10,000 per share ("WOG
Common Stock"), 1,499 shares of which are issued and
Outstanding as of the date hereof.
B. EOG is authorized to have outstanding
4,500,000 shares Of Common Stock, par value $50 per share
("EOG Common Stock"), 4,159,353 shares of which are issued
and outstanding as of the date hereof.
C. Consolidated Natural Gas Company, a Delaware
corporation ("CNG") and a public utility holding company
registered under the Public Utility Holding Company Act of
1935 ("Holding Company Act"), owns all Of the issued and
outstanding WOG Common Stock and all of the issued and
Outstanding EOG Common Stock.
D. CNG and the respective Boards of Directors of
the Constituent Corporations have deemed it advisable for the
mutual benefit of the constituent Corporations that WOG be
merged with and into EOG (the "Merger").
<PAGE> 2
E. This agreement has been authorized, approved
and adopted by CNG and the respective Boards of Directors of
the Constituent Corporations.
F. The Merger is permitted pursuant to Section
1701.78 the Ohio Revised Code.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein and for the purpose
of prescribing the terms of the Merger, the mode of carrying
the same into effect, the manner of extinguishing the shares
of WOG Common Stock and such other details and provisions as
are deemed necessary or advisable, the Constituent
Corporations hereby agree as follows:
ARTICLE I
EFFECTIVE TIME
If this agreement has not been terminated in
accordance with Article VIII hereof, and CNG and the
Constituent Corporations have obtained authorization of the
Merger from the Securities and Exchange Commission under the
Holding Company Act, the Merger shall become effective (the
"Effective Time") at the close of business on the day when a
Certificate of Merger complying with Section 1701.81 of the
Ohio Revised Code is duly filed with the Secretary of State
of the State of Ohio.
<PAGE> 3
ARTICLE II
MERGER
Except as expressly set forth herein, at the
Effective Time, the effect of the Merger shall be as provided
by the applicable provisions Of the Ohio Revised Code.
Without limiting the generality of the foregoing, at the
Effective Time, (i) WOG shall be merged with and into EOG,
and the separate corporate existence of WOG shall thereupon
cease; and (ii) EOG shall be the surviving corporation (the
"Surviving Corporation"), and the separate corporate
existence of EOG, with all its purposes, objects, rights,
privileges, powers and franchises, shall continue unaffected
and unimpaired.
ARTICLE III
ARTICLES OF INCORPORATION
From and after the Effective Time, the Articles
of Incorporation, as amended, of EOG (in the form attached
hereto as Exhibit A and incorporated herein by this
reference) shall constitute the Articles of Incorporation of
the Surviving Corporation. The Articles of Incorporation may
be certified separately and apart from this Agreement as the
Articles of Incorporation of the Surviving Corporation.
<PAGE> 4
ARTICLE IV
REGULATIONS
From and after the Effective Time, the
Regulations of EOG as in effect immediately prior to the
Effective Time shall constitute the Regulations of the
Surviving Corporation.
ARTICLE V
DIRECTORS AND OFFICERS
From and after the Effective Time, the Directors
of EOG immediately prior to the Effective Time shall, subject
to the provisions of the Articles of Incorporation and the
Regulations of the Surviving Corporation, continue as the
Directors of the Surviving corporation. From and after the
Effective Time, the officers of EOG immediately prior to the
Effective Time shall, subject to the provisions of the
Articles of Incorporation and the Regulations of the
Surviving Corporation, continue as the officers of the
Surviving Corporation.
ARTICLE VI
EXTINGUISHMENT OF WOG COMMON STOCK
At the Effective Time, the authorized, and the
issued and outstanding, shares of WOG Common Stock, by virtue
of the Merger and without any action on the part of the
<PAGE> 5
holder thereof, shall be extinguished, the certificates
representing the WOG Common Stock shall be cancelled, and the
holder thereof shall not be entitled to receive any cash,
property, rights or securities in respect thereof.
ARTICLE VII
TERMINATION OF MERGER
This Agreement may be terminated and the Merger
abandoned by appropriate action taken by the Board of
Directors of each of the constituent corporations at any time
prior to the Effective Time. In the event of a termination
of this Agreement as provided above, this Agreement shall
become null and void, and there shall be no liability on the
part of WOG or EOG (or any of their respective Directors or
officers) with respect hereto.
<PAGE> 6
ARTICLE IX
COUNTERPARTS
This Agreement may be executed in any number of
counterparts, each of which when executed shall be deemed an
original, and such counterparts together shall be deemed on
and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement and Plan of Merger as of the ___ day of
___________, 1996.
WEST OHIO GAS COMPANY
By:_________________________
T. D. Newland,
President
By:_________________________
J. A. Grone
Secretary
THE EAST OHIO GAS COMPANY
By:_________________________
T. D. Newland
President
By:_________________________
M. G. Bartels
Secretary
<PAGE> 1
Exhibit B-2
THE EAST OHIO GAS COMPANY
Shareholder Action Taken by Written Consent
of Consolidated Natural Gas Company, Sole Shareholder of
The East Ohio Gas Company
Effective _________________, 1996
Pursuant to the authority contained in Section 1701.54 of
the General Corporation Law of the State of Ohio and Section
4.01 of the by-laws of The East Ohio Gas Company, an Ohio
corporation, Consolidated Natural Gas Company, a Delaware
corporation and the holder of all the outstanding stock of
The East Ohio Gas Company, does hereby consent to and adopt
the following Resolutions in writing, without meeting:
RESOLVED, that the Agreement and Plan of Merger (the
"Agreement") between West Ohio Gas Company ("WOG")
and the Corporation in the form attached hereto and
incorporated herein by reference, pursuant to which
WOG will be merged into the Corporation, each of the
outstanding shares of Capital Stock of WOG will be
cancelled and extinguished, and each of the
outstanding shares of Capital Stock of the
Corporation will remain as one issued and
outstanding share of Corporation's Capital Stock,
all as set forth in the Agreement, is in all
respects authorized and approved, and that the
President or any Vice President and the Secretary or
any Assistant Secretary of the Corporation be and
they hereby are authorized for and on behalf of the
Corporation to sign the Agreement substantially in
such form with such changes as the officers
executing such Agreement shall approve, such
approval to be conclusively evidenced by the
execution thereof.
RESOLVED, that the proper officers of the
Corporation be and they hereby are authorized to
execute and deliver all such documents and
instruments and to take all such other actions as
they may deem necessary or advisable in order to
carry out and effectuate the purposes of the
foregoing resolution.
CONSOLIDATED NATURAL GAS COMPANY
By______________________________
George A. Davidson, Jr.
Chairman of the Board
<PAGE> 1
Exhibit B-3
WEST OHIO GAS COMPANY
Shareholder Action Taken by Written Consent
of Consolidated Natural Gas Company, Sole Shareholder of
West Ohio Gas Company
Effective ________________, 1996
Pursuant to the authority contained in Section 1701.54 of
the General Corporation Law of the State of Ohio and Section
4.01 of the by-laws of West Ohio Gas Company, an Ohio
corporation, Consolidated Natural Gas Company, a Delaware
corporation and the holder of all the outstanding stock of
West Ohio Gas Company, does hereby consent to and adopt the
following Resolutions in writing, without meeting:
RESOLVED, that the Agreement and Plan of Merger (the
"Agreement") between the Corporation and The East
Ohio Gas Company ("EOG") in the form attached hereto
and incorporated herein by reference, pursuant to
which the Corporation will be merged into EOG, each
of the outstanding shares of Capital Stock of the
Corporation will be cancelled and extinguished, and
each of the outstanding shares of Capital Stock of
EOG will remain as are issued and outstanding share
of EOG Capital Stock, all as set forth in the
Agreement, is in all respects authorized and
approved, and that the President or any Vice
President and the Secretary or any Assistant
Secretary of the Corporation be and they hereby are
authorized for and on behalf of the Corporation to
sign the Agreement substantially in such form with
such changes as the officers executing such
Agreement shall approve, such approval to be
conclusively evidenced by the execution thereof.
RESOLVED, that the proper officers of the
Corporation be and they hereby are authorized to
execute and deliver all such documents and
instruments and to take all such other actions as
they may deem necessary or advisable in order to
carry out and effectuate the purposes of the
foregoing resolution.
CONSOLIDATED NATURAL GAS COMPANY
By______________________________
George A. Davidson, Jr.
Chairman of the Board
<PAGE> 1
EXHIBIT O
Proposed Notice
Pursuant to Rule
22(f)
(Release No. 35- )
FILINGS UNDER THE PUBLIC UTILITY HOLDING
COMPANY ACT OF 1935 ("ACT")
October , 1996
Notice is hereby given that the following filing(s) has/have been made
with the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s)
and/or declaration(s) for complete statements of the proposed
transaction(s) summarized below. The application(s) and/or declaration(s)
and any amendments thereto is/are available for public inspection through
the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing
by November , 1996 to the Secretary, Securities and Exchange Commission,
Washington, DC 20549, and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate) should be
filed with the request. Any request for hearing shall identify
specifically the issues of fact or law that are disputed. A person who so
requests will be notified of any hearing, if ordered, and will receive a
copy of any notice or order issued in the matter. After said date, the
application(s) and/or declaration(s), as filed or as amended, may be
granted and/or permitted to become effective.
____________________________________
<PAGE> 2
Consolidated Natural Gas Company, et. al. (70- )
___________________________________________________
Consolidated Natural Gas Company ("CNG"), CNG Tower, 625 Liberty
Avenue, Pittsburgh, Pennsylvania, 15222-3199, a registered holding company,
and CNG's wholly-owned subsidiaries, The East Ohio Gas Company ("EOG"),
1717 East Ninth Street, Cleveland, Ohio 44114, and West Ohio Gas Company
("WOG"), 319 Market Street, Lima, Ohio 45802, have filed an
application-declaration pursuant to Sections 6, 7, 9, 10, and 12 of the Act
and Rules 42 through 45 thereunder.
CNG proposes that EOG and WOG be merged, with EOG as the
surviving company succeeding to all powers, privileges, and franchises and
subject to all restrictions, disabilities, liabilities, and duties of both
companies. Under the Agreement and Plan of Merger ("Agreement"), each
issued and outstanding share of WOG common stock, $10,000 par value per
share, will be cancelled and extinguished, and each issued and outstanding
shares of EOG common stock, $50 par value, will remain outstanding
subsequent to the merger.
The applicants also request for EOG, after the merger, to succeed
to any authorizations heretofore granted by the Commission to WOG under the
Act which may still be effective and which therefore should appropriately
survive as to EOG after the merger. Included would be any authorizations
granted WOG under Consolidated's omnibus system financing order, dated
March 28, 1996, HCAR No. 26500, File No. 70-8667.
____________________________________
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jonathan G. Katz
Secretary
