As filed with the Securities and Exchange Commission on December 24, 1996.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________
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
(412) 227-1000
(Address Principal Executive Offices)
___________
Consolidated Natural Gas Company
1995 Employee Stock Incentive Plan
(Full title of the plan)
___________
David M. Westfall
Senior Vice President and Chief Financial Officer
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3199
(412) 227-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities to be Price Per Offering Registration
to be Registered Registered Share (1)(2) Price (1) Fee (2)
Common Stock
($2.75 par value)....... 4,000,000 $53.84375 $215,375,000 $65,265
(1) Estimated solely for the purposes of computing the registration fee.
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(2) Pursuant to Rule 457(c) and (h), the registration fee has been calculated
based on the average of the high and low sales prices reported on
December 17, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents (or portions thereof) filed by
Consolidated Natural Gas Company (the "Company") with the Securities and
Exchange Commission (the "Commission") are incorporated herein by
reference:
A. The Company's Annual Report on Form 10-K for the year ended December
31, 1995, Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996, June 30, 1996 and September 30, 1996 and Current Report on
Form 8-K dated January 23, 1996.
B. The description of the Company's Common Stock contained in the
Company's Registration Statement No. 33-48881 on Form S-3.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Common Stock registered hereby
have been passed upon by Stephen E. Williams, Senior Vice President and
General Counsel of the Company and of its subsidiary, Consolidated Natural
Gas Service Company, Inc., ("Service Company") and James M. Hostetler, Jr.,
an Attorney of the Company. At September 30, 1996, Mr. Williams owned
directly and/or beneficially 12,906 shares of the Company's common stock
and has been granted pursuant and subject to the terms of the Company's
long-term incentive plans, restricted stock awards of 23,554 shares and
options on 125,181 shares.
Item 6. Indemnification of Directors and Officers
Article Fourteenth of the Company Certificate of Incorporation
reads as follows:
"FOURTEENTH. To the full extent that the General Corporation
Law of the State of Delaware, as the same now exists, permits elimination
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or limitation of the liability of directors, no director of the Corporation
shall be liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
To the full extent permitted by law, all directors of the
Corporation shall be afforded any exemption from liability or limitation of
liability permitted by any subsequent enactment, modification or amendment
of the General Corporation Law of the State of Delaware.
Any repeal or modification of either or both of the foregoing
paragraphs by the stockholders of the Corporation shall not adversely
affect any exemption from liability, limitation of liability, or other
right of a director of the Corporation with respect to any matter occurring
prior to such repeal or modification."
The Bylaws of the Company provide as follows:
"A. Each person who at any time is, or shall have been a
director, officer, or employee of the Corporation, or serves or has served
as a director, officer, employee, 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 (E) 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"), by reason of the fact that he is, or was,
a director, officer, or employee of the Corporation or a director, officer,
employee, fiduciary or other representative of such 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 Delaware, 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
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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.
B. The right to be indemnified pursuant to the Bylaws shall
include the right to be paid by the Corporation for expenses, including
attorneys' 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, or employee, in which such director, officer or employee
agrees to repay all amounts so advanced if it should be determined
ultimately that such director, officer or employee is not entitled to be
indemnified under applicable law.
C. The right of any director or officer (but not employee)
to be indemnified or to the reimbursement or advancement of expenses
pursuant to the Bylaws (i) is a contract right based upon good and valuable
consideration, pursuant to which the person entitled thereto may bring suit
as if the provisions hereof were set forth in a separate written contract
between the Corporation and the director or officer, and (ii) shall
continue to exist after the rescission or restrictive modification hereof
with respect to events occurring prior thereto.
D. The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to the Bylaws shall in no way be exclusive
of any other rights of indemnification or advancement to which any such
director, officer or employee 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 or employee and shall inure to the benefit of the
heirs, executors and administrators of such person.
E. Any person who is serving or has served as a director,
officer, employee or fiduciary of (i) another corporation of which a
majority of the shares 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 any other such corporation, shall be
deemed to be doing or have done so at the request of the Corporation."
The Delaware General Corporation Law, Section 145, provides
that a Delaware corporation has power to indemnify its officers, directors,
employees and agents.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrants pursuant to the foregoing provisions, the
registrant has been informed that in the opinion of the Securities and
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Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable.
The Company purchases directors' and officers' liability
insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
________
4 - 1995 Employee Stock Incentive Plan (incorporated by
reference to Exhibit 10(m) to the Company's Annual
Report on Form 10-K for the year ended December 31,
1995).
*5 - Opinion of Counsel for Consolidated Natural Gas
Company as to the legality of the securities being
registered.
*23(A) - Consent of Independent Accountants.
*23(B) - Consent of Independent Geologists.
*23(C) - Consents of Stephen E. Williams and/or James M.
Hostetler, Jr. (included in opinion filed as
Exhibit 5).
*24 Power of Attorney.
__________
* Filed herewith.
Item 9. Undertakings
____________
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
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<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a
post-effective amendment is contained in periodic reports filed
by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That for the purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company, pursuant to the provisions
described under Item 15 above, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in said Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director or officer of
the Company in the successful defense of any action, suit or
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<PAGE>
proceeding) is asserted by such director or officer in connection
with the securities being registered hereby and the Securities
Exchange Commission is still of the same opinion, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in said Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
__________
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filings on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on the 24th day of December, 1996.
CONSOLIDATED NATURAL GAS COMPANY
(Registrant)
By: David M. Westfall
Senior Vice President and
Chief Financial Officer
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
D.M. WESTFALL Senior Vice President and December 24, 1996
Chief Financial Officer
(Principal Financial
Officer)
G.A. DAVIDSON, JR. Chairman of the Board, )
Chief Executive Officer )
and Director (Principal )
Executive Officer) )
)
S.R. McGREEVY Vice President, Accounting )
and Financial Control )
(Principal Accounting )
Officer) )
)
W.S. BARRACK, JR. Director )
)
J.W. CONNOLLY Director )
)
R.J. GROVES Director )
)
P.E. LEGO Director )
) D.M. WESTFALL
) December 24, 1996
M.A. McKENNA Director ) As Attorney-in-Fact
)
S.A. MINTER Director )
)
W.R. PEIRSON Director )
)
R.P. SIMMONS Director )
)
L. WYSE Director )
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Exhibit Index
Exhibit No. Exhibit
---------- -------
4 - 1995 Employee Stock Incentive Plan (incorporated
by reference to Exhibit 10(m) to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995).
*5 - Opinion of Counsel for Consolidated Natural Gas
Company as to the legality of the securities
being registered.
*23(A) - Consent of Independent Accountants.
*23(B) - Consent of Independent Geologists.
*23(C) - Consents of Stephen E. Williams and/or James M.
Hostetler, Jr. (included in opinion filed as
Exhibit 5).
*24 Power of Attorney.
__________
* Filed herewith.
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Exhibit 5
December 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company
Common Stock, $2.75 Par Value
Dear Sirs:
This opinion is rendered in connection with the
registration by Consolidated Natural Gas Company (the
"Company") of up to 4,000,000 shares of common stock ("Common
Stock") to be issued in connection with the Company's 1995
Employee Stock Incentive Plan (the "Plan"), as described in
Consolidated's registration statement on Form S-8
("Registration Statement"), filed under the Securities Act of
1933 with the Securities and Exchange Commission ("SEC") this
date.
As counsel for Consolidated, we have examined, among
other things, the following: the certificate of incorporation
and by-laws of Consolidated and the SEC Order dated March 28,
1996 (HCAR 26500) ("1996 Order"), File No. 70-8667, issued
pursuant to the Public Utility Holding Company Act of 1935
("1935 Act"); the Registration Statement to which this opinion
is an exhibit; the exhibits to the 1996 Order and Registration
Statement; and the corporate records and proceedings relating
to the issuance of such common stock under the Plan.
Consolidated's 1935 Act authorization of the Plan in
File No. 70-8667 extends through March 31, 2001.
In our opinion,
(1) as long as the Plan is authorized by the 1996
Order, and
(2) as long as the Common Stock is issued for
consideration not less than par value, and
(3) as long as the Common Stock is executed, issued
and delivered in accordance with the Plan
<PAGE>
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then such Common Stock will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also hereby consent
to the statement in Note 16 of the Notes to the Financial
Statements in Consolidated's Annual Report on Form 10-K for the
year ended December 31, 1995, to the effect that the ultimate
liability arising from the claims and suits pending against
Consolidated's subsidiary companies will not have a material
effect on Consolidated's financial position or results of
operations.
Very truly yours,
Stephen E. Williams
Senior Vice President and
General Counsel
James M. Hostetler, Jr.
Attorney
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of our report dated
February 20, 1996 appearing on page 40 of Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania 15219-9954
December 24, 1996
EXHIBIT 23(B)
RALPH E. DAVIS ASSOCIATES, INC.
Consultants - Petroleum and Natural Gas
3555 Timmons Lane - Suite 1105
Houston, Texas 77027
(713) 622-8955
CONSENT OF INDEPENDENT GEOLOGISTS
We hereby consent to the incorporation by reference
in the Prospectus constituting a part of the Registration
Statement on Form S-8 about to be filed with the Securities
and Exchange Commission, registering shares of Consolidated
Natural Gas Company's Common Stock to be used by Consolidated
Natural Gas Company for its 1995 Employee Stock Incentive
Plan, of our estimates of Company-owned oil and gas reserves
in the United States and Canada contained in Consolidated
Natural Gas Company's Annual Report on Form 10-K for the year
ended December 31, 1995. We also consent to any reference to
us under the heading "EXPERTS" in such Prospectus and in Part
II of the Registration Statement and to the filing of this
Consent as an exhibit to the Registration Statement.
We further wish to advise that we were not employed
on a contingent basis and that at the time of the preparation
of our report, as well as at present, neither Ralph E. Davis
Associates, Inc., nor any of its employees had, or now has, a
substantial interest in Consolidated Natural Gas Company, or
any of its subsidiaries, as a holder of its securities,
promoter, underwriter, voting trustee, director, officer, or
employee of the registrant, Consolidated Natural Gas Company.
RALPH E. DAVIS ASSOCIATES, INC.
Thomas N. Sudderth
President
Exhibit 24
POWER OF ATTORNEY
For Registration Statement of
Consolidated Natural Gas Company
________________________________
KNOW BY THESE PRESENTS, That each of the undersigned directors
and officers of CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation
(the "Company"), which proposes to file with the Securities and Exchange
Commission, Washington, DC, ("SEC") under the provisions of the Securities
Act of 1933, as amended (the "Act"), a new S-8 Registration Statement and
one or more post-effective amendments ("Registration Documents") to
register under said Act an additional 4,000,000 shares of the Common Stock
of the Company to be used in connection with the Company's 1995 Employee
Stock Incentive Plan, hereby constitutes and appoints G. A. Davidson, Jr.
and D.M. Westfall, his or her true and lawful attorney-in-fact and agent,
and each of them with full power to act without the other his or her true
and lawful attorney-in-fact and agent, for him or her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Documents and to file the same with all exhibits thereto and any and all
other documents in connection therewith, with the SEC, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises as fully and to all intents
and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them,
may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hand and seals this 24th day of December, 1996.
W.S. Barrack, Jr., Director S.R. McGreevy, Vice President,
Accounting and Financial Control
J.W. Connolly, Director M.A. McKenna, Director
G.A. Davidson, Jr., Board Chairman, S.A. Minter, Director
Board Chairman, Chief Executive Officer
and Director
R.J. Groves, Director W.R. Peirson, Director
R.P. Simmons, Director
P.E. Lego, Director L. Wyse, Director
