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As filed with the Securities and Exchange Commission on August 11, 1997.
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 of Principal Executive Offices)
Consolidated Natural Gas Company 1997 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)(3) 4,000,000 $57.59375 $230,375,000 $69,810.60
(1) Estimated solely for the purposes of computing the registration fee.
(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 August
6, 1997.
(3) Each share of Common Stock includes a right to purchase from the
registrant one-half of one share of Common Stock, subject to adjustment,
pursuant to a rights agreement between the registrant and First Chicago
Trust Company of New York, as rights agent.
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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,
1996, and the Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1997.
B. The description of the Company's Common Stock contained in the
Company's Registration Statement No. 33-48881 on Form S-3 and the
description of the Company's Common Stock Purchase Rights in the
Company's Form 8-A filed January 23, 1996 (File No. 1-3196).
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 June 30, 1997, Mr. Williams owned directly and/or beneficially
13,219 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 23,300 shares and options on 125,181 shares. At June 30, 1997,
Mr. Hostetler owned directly and/or beneficially 315 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, options on 2,500 shares.
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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 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
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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.
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."
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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 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
4-1997 Stock Incentive Plan (incorporated by reference to Exhibit A in
the Company's 1997 definitive proxy statement filed with the Commission).
*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 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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(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent posteffective 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 posteffective 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 posteffective
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
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incurred or paid by a director or officer of the Company in the successful
defense of any action, suit or 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 11th day of August, 1997.
CONSOLIDATED NATURAL GAS COMPANY
(Registrant)
By:
David M. Westfall Senior
Vice President and Chief Financial
Officer
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 August 11, 1997
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
August 11, 1997
As Attorney-in-Fact
M.A. McKENNA Director
S.A. MINTER Director
R.P. SIMMONS Director
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Exhibit Index
Exhibit No. Exhibit
4- 1997 Stock Incentive Plan (incorporated by reference to
Exhibit A in the Company's 1997 definitive
proxy statement filed with the Commission).
*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).
*24Power of Attorney.
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Exhibit 5
August 11, 1997
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 1997 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
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-2 -
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, page 41, of the Notes to Consolidated Financial Statements
contained in Appendix I to the Company's definitive proxy statement filed
with the Commission pursuant to Regulation 14A, 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
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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 18, 1997,
appearing on page 17 of Appendix I to the Consolidated Natural Gas
Company proxy statement for the 1997 annual meeting of stockholders which
is incorporated in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.
PRICE WATERHOUSE LLP
Pittsburgh, Pennsylvania 15219-9954
August 11, 1997
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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 1997
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, 1996. 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
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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 1997 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
11th day of August, 1997.
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
Chief Executive Officer and Director
R.J. Groves, Director R.P. Simmons, Director
P.E. Lego, Director
