<PAGE> 1
File Number 70-8703
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other parties)
CNG ENERGY SERVICES CORPORATION
CNG PRODUCTS AND SERVICES, INC.
One Park Ridge Center
P.O. Box 15746
Pittsburgh, Pennsylvania 15244-0746
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President 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
With a copy to:
Gary W. Wolf, Esq.
Cahill Gordon & Reindel
Eighty Pine Street
New York, NY 10005
<PAGE> 2 File Number 70-8703
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company and the other joint applicants named
herein hereby amend the response under Item 6 in the Form U-1 under the above
indicated file number as follows:
Item 6. Exhibits and Financial Statements
The following exhibits and financial statements are made a part of this
statement:
(a) Exhibits
F-1 Opinion of Counsel for Consolidated, Energy Services and CNG
Products.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Co. 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 D. M. Westfall
Senior Vice President and
Chief Financial Officer
CNG ENERGY SERVICES CORPORATION
CNG PRODUCTS AND SERVICES, INC.
By N. F. Chandler
Their Attorney
Date: April 18, 1996
<PAGE> 1 Exhibit F-1
April 18, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company, et al.,
SEC File Number 70-8703
Dear Sirs:
The following opinion is rendered on behalf of Consolidated Natural Gas
Company ("Consolidated"), CNG Energy Services Corporation ("Energy Services")
and CNG Products and Services, Inc. ("CNG Products"), all Delaware
corporations, in accordance with the requirements of Exhibit F to Form U-1 of
the Securities and Exchange Commission ("SEC") with respect to various proposed
transactions ("Proposed Transactions") involving a restructuring of a group of
Consolidated Natural Gas Company System companies which are in the non-utility
energy business. Energy Services is a wholly-owned subsidiary of Consolidated,
and CNG Products is a wholly-owned subsidiary of Energy Services. The Proposed
Transactions are the subject of the Application-Declaration ("Application")
before the SEC at File No. 70-8703.
The Proposed Transactions consist of the following:
1. Consolidated proposes to acquire all of the outstanding stock of CNG
Products by way of a dividend from Energy Services;
2. Consolidated proposes to acquire all the assets of the Natural Gas
Vehicles Division by way of a dividend from CNG Power Company ("CNG
Power"), a wholly-owned subsidiary of Consolidated, and to subsequently
make a capital contribution of such assets to CNG Products;
3. CNG Products proposes to sell up to 220 shares of its common stock,
$10,000 par value per share, to Consolidated at par and to use the
proceeds to purchase from CNG Power all of the outstanding common stock
of CNG Technologies Inc. ("CNG Technologies") at net book value;
4. Consolidated proposes to acquire all of the outstanding common stock of
CNG Market Center Services, Inc. ("CNG Market Center") by way of a
dividend from CNG Power; and
5. Energy Services proposes to acquire all of the outstanding common stock
of CNG Power and CNG Storage Service Company ("CNG Storage") by way of a
capital contribution from Consolidated.
<PAGE> 2
I have examined (i) the Certificate of Incorporation and Bylaws of
Consolidated and of the various other companies engaging in the Proposed
Transactions, (ii) any corporate minutes relating to the Propose Transactions,
(iii) the Application, and (iv) such other documents and records deemed
necessary or appropriate in the circumstance.
Based on the aforesaid examination and relying thereon, I am of the opinion
that all requisite action with respect to the Proposed Transactions has been
taken by Consolidated, Energy Services and CNG Products which are parties to
the Application, except for the adoption of the relevant corporate resolutions
and the actual carrying out thereof.
In the event the Proposed Transactions are consummated in accordance with
the Application, I am of the opinion that:
(a) All state laws applicable to the Proposed Transactions will have been
complied with;
(b) CNG Products, CNG Power, CNG Technologies, CNG Market Center and CNG
Storage, the issuers of securities being acquired, are each validly
organized and duly existing, and their respective common stock will be
or remain, as the case may be, validly issued, fully paid and
nonassessable;
(c) Consolidated will legally acquire through dividends all of the
outstanding shares of common stock of CNG Products and CNG Market
Center, and up to an additional 220 shares of common stock of CNG
Products through a purchase;
(d) CNG Products will legally acquire through a purchase all of the
outstanding shares of common stock of CNG Technologies;
(e) Energy Services will legally aqcuire through capital contributions all
of the outstanding shares of common stock of CNG Power and CNG Storage;
and
(f) The consummation of the Proposed Transaction will not violate the legal
rights of the holders of any securities issued by Consolidated or by
any associate company thereof.
I hereby consent to the use of this opinion in connection with the
aforesaid Application-Declaration, as amended.
Very truly yours,
N. F. Chandler
Attorney
