SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSOLIDATED NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 13-0596475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CNG Tower, 625 Liberty Avenue,
Pittsburgh, Pennsylvania 15222-3199
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT
Title of each class Name of each exchange on which
to be registered each class is to be registered
6-7/8% Debentures New York Stock Exchange
Due October 15, 2026
If this Form relates to the registration of a class
of debt securities and is effective upon filing pursuant to
General Instruction A.(c)(1), please check the following box.
[X]
If this Form relates to the registration of a class
of debt securities and is to become effective simultaneously
with the effectiveness of a concurrent registration statement
under the Securities Act of 1933 pursuant to General Instruc-
tion A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT
None
(Title of class)
<PAGE>
-2-
Item 1. Description of Registrant's Securities to be
Registered.
The title of the securities registered hereby is
6-7/8% Debentures Due October 15, 2026. The descrip-
tion of such securities is hereby incorporated by
reference to the material set forth under the cap-
tions (i) "Supplemental Description of the New Deben-
tures" in the Prospectus Supplement dated October 16,
1996 ("Prospectus Supplement") to the Prospectus
dated March 14, 1995 ("Prospectus") and (ii) "Certain
Terms and Descriptions of Debt Securities and Inden-
ture" in the Prospectus which constitutes a part of
the Registration Statement on Form S-3, File Nos.
33-49469 and 33-52585, filed under the Securities Act
of 1933, as amended (the "Act"). The Prospectus and
Prospectus Supplement were filed with the Commission
via EDGAR pursuant to Rule 424(b) under the Act on
October 17, 1996 and are hereby incorporated by
reference.
Item 2. Exhibits.
1. Indenture, dated as of April 1, 1995, between
the Registrant and United States Trust Company
of New York, as Trustee, which is incorporated
by reference herein from the Registration State-
ment on Form 8-A filed by the Registrant on
April 21, 1995.
2. Securities Resolution No. 2 of the Registrant,
dated as of October 16, 1996, which establishes
the terms of the Debentures.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
(Registrant)
By: /s/ D. M. Westfall
---------------------------
D. M. Westfall
Senior Vice President
and Chief Financial Officer
Dated: October 17, 1996
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1 Indenture, dated as of April 1, 1995,
between the Registrant and United States
Trust Company of New York, as Trustee,
which is incorporated by reference herein
from the Registration Statement on Form 8-A
filed by the Registrant on April 21, 1995.
2 Securities Resolution No. 2 of the Regis-
trant, dated as of October 16, 1996, which
establishes the terms of the Debentures.
EXHIBIT 1
6-7/8% DEBENTURES DUE October 15, 2026
SECURITIES RESOLUTION NO. 2
OF
CONSOLIDATED NATURAL GAS COMPANY
The actions described below are taken by the Board
(as such term is defined in the Indenture referred to below) of
CONSOLIDATED NATURAL GAS COMPANY (the "Company") pursuant to
resolutions adopted as of February 16, 1994, February 21, 1995
and April 9, 1996 and Section 2.01 of the Indenture dated as of
April 1, 1995 (the "Indenture"), between the Company and United
States Trust Company of New York, as trustee. Terms used
herein and not defined have the same meaning as in the
Indenture.
RESOLVED, that the new series of Securities is autho-
rized as follows:
1. The title of the series is 6-7/8% Debentures Due
October 15, 2026 ("6-7/8% Debentures").
2. The form of the 6-7/8% Debentures shall be sub-
stantially in the form of Exhibit 1 hereto.
3. The 6-7/8% Debentures shall have the terms set
forth in Exhibit 1.
4. The 6-7/8% Debentures shall have such other
terms as are set forth in Exhibit 2 hereto.
5. The 6-7/8% Debentures shall be sold to the
underwriters named in the Prospectus Supplement dated
October 16, 1996 on the following terms:
Price to Public: 100.875%
Underwriting Discount: 0.548%
This Securities Resolution shall be effective as of
October 16, 1996.
<PAGE>
Unless this certificate is presented by an autho-
rized representative of The Depository Trust Com-
pany, a New York corporation ("DTC"), to the Com-
pany or its agent for registration of transfer,
exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such
other name as is requested by an authorized repre-
sentative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANS-
FER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an
interest herein.
No. R-1 $150,000,000
CONSOLIDATED NATURAL GAS COMPANY
6-7/8% Debentures Due October 15, 2026
CONSOLIDATED NATURAL GAS COMPANY
promises to pay to Cede & Co.
or registered assigns
the principal sum of One Hundred Fifty Million Dollars on
October 15, 2026
Interest Payment Dates: April 15 and October 15
Record Dates: April 1 and October 1
Dated: October 21, 1996
UNITED STATES TRUST CONSOLIDATED NATURAL GAS
COMPANY OF NEW YORK COMPANY
Transfer Agent and Paying
Agent
By:
------------------------------
Chairman of the Board
This is the Global Debenture
referred to in the within-
mentioned Indenture:
UNITED STATES TRUST COMPANY (CORPORATE SEAL)
OF NEW YORK Attest:
Trustee, by
_____________________________ ___________________________________
Authorized Signature Secretary
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
6-7/8% Debentures Due October 15, 2026
1. Interest.
Consolidated Natural Gas Company (the "Company"), a
Delaware corporation, promises to pay interest on the
principal amount of this Security at the rate per
annum shown above. The Company will pay interest
semiannually on April 15 and October 15 of each year
commencing April 15, 1997. Interest on the Securi-
ties will accrue from the most recent date to which
interest has been paid or, if no interest has been
paid, from October 21, 1996. Interest will be com-
puted on the basis of a 360-day year of twelve 30-day
months.
2. Method of Payment.
The Company will pay interest on the Securities to
the persons who are registered holders of Securities
at the close of business on the record date for the
next interest payment date, except as otherwise pro-
vided in the Indenture. Holders must surrender Secu-
rities to a Paying Agent to collect principal pay-
ments. The Company will pay principal and interest
in money of the United States that at the time of
payment is legal tender for payment of public and
private debts. The Company may pay principal and
interest by check payable in such money. It may mail
an interest check to a holder's registered address.
3. Securities Agents.
Initially, United States Trust Company of New York,
770 Broadway, New York, New York 10003, will act as
Paying Agent, Transfer Agent and Registrar. The Com-
pany may change any Paying Agent, Transfer Agent or
Registrar without notice. The Company or any Affili-
ate may act in any such capacity. Subject to certain
conditions, the Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series (the
"Securities") under an Indenture dated as of April 1,
1995 ("Indenture") between the Company and United
States Trust Company of New York ("Trustee"). The
terms of the Securities include those stated in the
Indenture and in the Securities Resolution creating
the Securities and those made part of the Indenture
by the Trust Indenture Act of 1939 (15 U.S. Code
<PAGE>
-2-
Sections 77aaa-77bbbb). Securityholders are referred
to the Indenture, the Securities Resolution and the
Act for a statement of such terms.
5. Redemption.
The Securities will not be redeemable at the option
of the Company prior to maturity.
6. Purchase by the Company at the Option of the
Securityholder.
Subject to the terms of the Indenture and the Securi-
ties Resolution, the Company shall become obligated
on October 15, 2006 (the "Purchase Date") to purchase
for cash, at the option of the Securityholder, the
Securities held by such Securityholder for a purchase
price of 100% of the principal amount thereof plus
accrued interest to the Purchase Date (the "Purchase
Price").
To elect to have a Security purchased by the Company,
a Securityholder must (1) complete and sign the
Option of Holder to Elect Purchase on the back of the
Security or a similar notice (a "Purchase Notice")
and (2) surrender the Security to the Paying Agent.
A Securityholder may elect to have the Company pur-
chase a portion of a Security if the portion is
$1,000 or an integral multiple thereof.
Securityholders have the right to withdraw a Purchase
Notice by delivering to the Paying Agent a written
notice of withdrawal in accordance with the provi-
sions of the Indenture and the Securities Resolution.
No Security may be purchased if there has occurred or
is continuing an Event of Default (other than a
default in the payment of the Purchase Price with
respect to such Security).
If cash sufficient to pay the Purchase Price of all
Securities or portions thereof to be purchased as of
the Purchase Date is deposited with the Paying Agent
on the business day following the Purchase Date,
interest ceases to accrue on such Securities (or por-
tions thereof) on and after the Purchase Date, and
the Securityholder thereof shall have no other rights
as such (other than the right to receive the Purchase
Price upon surrender of the Security).
<PAGE>
-3-
7. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,000 and whole multiples of
$1,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate endorse-
ments and transfer documents and to pay any taxes and
fees required by law or the Indenture.
8. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
9. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the
Securities of all series affected by the amendment.
Subject to certain exceptions, a default on a series
may be waived with the consent of the holders of a
majority in principal amount of the series.
Without the consent of any Securityholder, the Inden-
ture or the Securities may be amended, among other
things, to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change
that does not materially adversely affect the rights
of any Securityholder.
10. Restrictive Covenants.
The Securities are unsecured general obligations of
the Company limited to $150,000,000 principal amount.
The Indenture does not limit other unsecured debt.
It does limit certain mortgages and sale-leaseback
transactions if the property or asset mortgaged or
leased is used for, or related to, the transmission,
distribution, exploration or production of natural
gas. The limitations are subject to a number of
important qualifications and exceptions.
11. Successors.
<PAGE>
-4-
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the
Company will be released from those obligations.
12. Defeasance Prior to Maturity.
Subject to certain conditions, the Company at any
time may terminate some or all of its obligations
under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest
on the Securities to maturity. U.S. Government Obli-
gations are securities backed by the full faith and
credit of the United States of America or certifi-
cates representing an ownership interest in such
Obligations.
13. Defaults and Remedies.
An Event of Default includes: default for 60 days in
payment of interest on the Securities; default in
payment of principal on the Securities; default by
the Company for a specified period after notice to it
in the performance of any of its other agreements
applicable to the Securities; and certain events of
bankruptcy or insolvency. If an Event of Default
occurs and is continuing, the Trustee or the holders
of at least 25% in principal amount of the Securities
may declare the principal of all the Securities to be
due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it
before it enforces the Indenture or the Securities.
Subject to certain limitations, holders of a majority
in principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of
any continuing default (except a default in payment
of principal or interest) if it determines that with-
holding notice is in their interests. The Company
must furnish an annual compliance certificate to the
Trustee.
14. Trustee Dealings with Company.
United States Trust Company of New York, the Trustee
under the Indenture, in its individual or any other
<PAGE>
-5-
capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affili-
ates, and may otherwise deal with those persons, as
if it were not Trustee.
15. No Recourse Against Others.
A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for
any obligations of the Company under the Securities
or the Indenture or for any claim based on, in
respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Secu-
rity waives and releases all such liability. The
waiver and release are part of the consideration for
the issue of the Securities.
16. Authentication.
This Security shall not be valid until authenticated
by a manual signature of the Trustee.
17. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM
(=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
The Company will furnish to any Securityholder upon writ-
ten request and without charge a copy of the Indenture and
the Securities Resolution, which contains the text of this
Security in larger type. Requests may be made to: Sec-
retary, Consolidated Natural Gas Company, CNG Tower,
Pittsburgh, Pennsylvania 15222-3199.
EXHIBIT 2
6-7/8% Debentures
Supplemental Terms
In addition to the terms set forth in Exhibit 1 to
Securities Resolution No. 2, the 6-7/8% Debentures shall have
the following terms:
Section 1. Definitions. Capitalized terms used and
not defined herein shall have the meaning given such terms in
the Indenture. The following is an additional definition
applicable to the 6-7/8% Debentures:
"Depositary" means, with respect to the 6-7/8%
Debentures issued as a global Security, The Depos-
itory Trust Company, New York, New York, or any
successor thereto registered under the Securities
Exchange Act of 1934 or other applicable statute
or regulation.
Section 2. Securities Issuable as Global
Securities.
(a) The 6-7/8% Debentures shall be issued in the
form of one or more permanent global Securities and shall,
except as otherwise provided in this Section 2, be registered
only in the name of the Depositary or its nominee. Each global
Security shall bear a legend substantially to the following
effect:
"Unless this certificate is presented by an autho-
rized representative of The Depository Trust Com-
pany, a New York corporation ("DTC"), to the Com-
pany or its agent for registration of transfer,
exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such
other name as is requested by an authorized repre-
sentative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANS-
FER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an
interest herein."
(b) If at any time (i) the Depositary with respect
to the 6-7/8% Debentures notifies the Company that it is
unwilling or unable to continue as Depositary for such global
Security or (ii) the Depositary for the 6-7/8% Debentures shall
<PAGE>
-2-
no longer be eligible or in good standing under the Securities
Exchange Act of 1934 or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect
to such global Security. If a successor Depositary for such
global Security is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such
ineligibility, the Transfer Agent shall register the exchange
of such global Security for an equal principal amount of Regis-
tered Securities in the manner provided in Section 2.07 of the
Indenture.
(c) The Transfer Agent shall register the transfer
or exchange of a global Security for Registered Securities pur-
suant to Section 2.07 of the Indenture if (i) a Default or
Event of Default shall have occurred and be continuing with
respect to the 6-7/8% Debentures or (ii) the Company determines
that the 6-7/8% Debentures shall no longer be represented by
global Securities.
(d) In any exchange provided for in the preceding
paragraphs (b) or (c), the Company will execute and the Regis-
trar will authenticate and deliver Registered Securities. Reg-
istered Securities issued in exchange for a global Security
shall be in such names and denominations as the Depositary for
such global Security shall instruct the Registrar. The Regis-
trar shall deliver such Registered Securities to the persons in
whose names such Securities are so registered.
Section 3. Purchase of 6-7/8% Debentures
at Option of Holder.
(a) On October 15, 2006 (the "Purchase Date"), the
Company will become obligated to purchase for cash, at the
option of the holder of 6-7/8% Debentures ("Holders"), any out-
standing 6-7/8% Debenture for which a written Purchase Notice
has been delivered by the Holder to the office of the Paying
Agent at any time prior to the close of business on the Pur-
chase Date and not withdrawn. A Purchase Notice shall state
(i) the certificate numbers of the 6-7/8% Debentures to be
delivered by the Holder thereof for purchase by the Company,
and (ii) if a Holder elects to have only a portion of a 6-7/8%
Debenture purchased, the portion of the 6-7/8% Debenture to be
purchased, which portion must be $1,000 or an integral multiple
thereof.
(b) Any Purchase Notice may be withdrawn by the
Holder by a written withdrawal notice delivered to the Paying
Agent prior to the close of business on the Purchase Date. A
withdrawal notice shall state (i) the certificate numbers of
<PAGE>
-3-
the new Debentures in respect of which such notice of with-
drawal is being submitted, (ii) the principal amount of the
6-7/8% Debentures with respect to which such notice of with-
drawal is being submitted, and (iii) the principal amount, if
any, of such 6-7/8% Debentures which remain subject to the Pur-
chase Notice, and have been or will be delivered for purchase
by the Company.
(c) The Purchase Price payable in respect of a
6-7/8% Debenture purchased by the Company pursuant to a written
Purchase Notice shall be 100% of the principal amount thereof
plus accrued interest to the Purchase Date.
(d) The Company will give notice (the "Company
Notice") not less than 30 days but not more than 60 days before
the Purchase Date (the "Company Notice Date") to all Holders at
their addresses shown in the register of the Registrar (and to
beneficial owners as required by applicable law) stating, among
other things, (i) the Purchase Date, (ii) that any Holder who
elects to have the Company purchase 6-7/8% Debentures as of the
Purchase Date must complete and sign the Purchase Notice on the
back of the 6-7/8% Debenture or a similar notice and surrender
the 6-7/8% Debenture to the Paying Agent, and (iii) that this
is the only such right of Holders to elect to have the Company
purchase 6-7/8% Debentures and if any Holder elects not to have
the Company purchase such Holder's 6-7/8% Debentures as of the
Purchase Date, such Holder will have no other such right.
(e) Payments of the Purchase Price for a 6-7/8%
Debenture for which a Purchase Notice has been delivered and
not withdrawn is conditioned upon delivery of such 6-7/8%
Debenture (together with necessary endorsements) to the Paying
Agent at its office in the Borough of Manhattan, the City of
New York, or any other office of the Paying Agent maintained
for such purpose, at any time (whether prior to, on or after
the Purchase Date, after delivery of such Purchase Notice Pay-
ment of the Purchase Price for such 6-7/8% Debenture will be
made promptly following the later of the Purchase Date or the
time of delivery of such 6-7/8% Debenture. If the Paying Agent
holds, in accordance with the terms of the Indenture, money
sufficient to pay the Purchase Price of such 6-7/8% Debenture
on the business day following the Purchase Date, then, on and
after such date, interest on such 6-7/8% Debenture will cease
to accrue, whether or not such 6-7/8% Debenture is delivered to
the Paying Agent, and all other rights of the Holder shall ter-
minate (other than the right to receive the Purchase Price upon
delivery of the 6-7/8% Debenture).
