SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
6.80% Debentures New York Stock Exchange
Due December 15, 2027
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
Instruction A.(c)(2), please check the following box. / /
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT
None
(Title of class)
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Item 1. Description of Registrant's Securities to be
Registered.
The title of the securities registered hereby is 6.80%
Debentures Due December 15, 2027. The description of such
securities is hereby incorporated by reference to the material
set forth under the captions (i) "Supplemental Description of
the New Debentures" in the Prospectus Supplement dated
December 9, 1997 ("Prospectus Supplement") to the Prospectus
dated July 11, 1997 ("Prospectus") and (ii) "Certain Terms and
Descriptions of Debt Securities and Indenture" in the
Prospectus which constitutes a part of the Registration
Statement on Form S-3, File No. 333-25347, 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 December 11,
1997 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 Statement on Form 8-A
filed by the Registrant on April 21, 1995.
2. Securities Resolution No. 4 of the Registrant, dated
as of December 9, 1997, which establishes the terms
of the Debentures.
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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: December 10, 1997
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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. 4 of the Registrant, dated as of
December 9, 1997, which establishes the terms of the Debentures.
6.80% DEBENTURES DUE DECEMBER 15, 2027
SECURITIES RESOLUTION NO. 4
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, April 9, 1996, December 10, 1996 and December 9, 1997 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 (the "Trustee"). Terms
used herein and not defined have the same meaning as in the Indenture.
RESOLVED, that the new series of Securities is authorized as follows:
1. The title of the series is 6.80% Debentures Due December 15, 2027
("6.80% Debentures") and the principal amount of 6.80% Debentures will be
$300,000,000.
2. The form of the 6.80% Debentures shall be substantially in the form of
Exhibit 1 hereto.
3. The 6.80% Debentures shall have the terms set forth in Exhibit 1.
4. The 6.80% Debentures shall have such other terms as are set forth in
Exhibit 2 hereto.
5. The 6.80% Debentures shall be sold to the underwriters named in the
Prospectus Supplement dated December 9, 1997 on the following terms:
Price to Public: 99.19%
Underwriting Discount: .875%
Price to Company: 98.315%
6. The Securities may be redeemed for cash on at least 30 and not more than
60 days' notice, as a whole or in part, at the option of the Company at any
time, at a redemption price equal to the greater of (i) 100% of the principal
amount thereof or (ii) the sum of the Remaining Scheduled Payments (as defined
herein) thereon discounted at the Treasury Rate (as de-
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fined herein) plus 5 basis points, plus in either case accrued interest to the
date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the 6.80% Debentures to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such 6.80% Debentures. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the Trustee
after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than three such Reference Treasury Dealer
Quotations, the average of all such Quotations. "Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
redemption date, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption
date.
"Reference Treasury Dealer" means each of Chase Securities Inc. and Salomon
Brothers Inc, their respective successors and additional dealers, if any,
appointed by the Trustee after consultation with the Company; provided, however,
that if
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any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to any 6.80% Debenture,
the remaining scheduled payments of the principal thereof to be redeemed and
interest thereon that would be due after the related redemption date but for
such redemption; provided, however, that, if such redemption date is not an
interest payment date with respect to such 6.80% Debenture, the amount of the
next succeeding scheduled interest payment thereon will be reduced by the amount
of interest accrued thereon to such redemption date.
This Securities Resolution shall be effective as of December 9, 1997.
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EXHIBIT 1
CUSIP 209615 BS 1
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company 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 representative 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 TRANSFER, 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- $
CONSOLIDATED NATURAL GAS COMPANY
6.80% Debentures Due December 15, 2027
CONSOLIDATED NATURAL GAS COMPANY
promises to pay to Cede & Co.
or registered assigns
the principal sum of Dollars on
December 15, 2027
Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1
Dated: December 15, 1997
UNITED STATES TRUST CONSOLIDATED NATURAL GAS
COMPANY OF NEW YORK COMPANY
Transfer Agent and Paying
Agent
By:______________________________
Senior Vice President
This is the Global Debenture
referred to in the within-
mentioned Indenture:
UNITED STATES TRUST COMPANY (CORPORATE SEAL)
OF NEW YORK Attest:
Trustee, by
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Authorized Signature Assistant Secretary
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CONSOLIDATED NATURAL GAS COMPANY
6.80% Debentures Due December 15, 2027
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 June 15 and December 15 of each year
commencing June 15, 1998. Interest on the Securities will accrue from
the most recent date to which interest has been paid or, if no
interest has been paid, from December 15, 1997. Interest will be
computed 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
provided in the Indenture. Holders must surrender Securities to a
Paying Agent to collect principal payments. 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 Company may change any Paying Agent, Transfer Agent or
Registrar without notice. The Company or any Affiliate may act in any
such capacity. Subject to certain conditions, the Company may change
the Trustee.
4. Indenture.
The Company issued $300,000,000 principal amount of the securities of
this series (the "Securities") under an Indenture dated as of April 1,
1995 ("Indenture") between the Company and United States Trust
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Company of New York ("Trustee") of which this security is a part. 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
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 be redeemable as a whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater
of (i) 100% of the principal amount thereof or (ii) the sum of the
Remaining Scheduled Payments (as defined in the Securities Resolution
creating the Securities) thereon discounted at the Treasury Rate (as
defined in the Securities Resolution creating the Securities) plus 5
basis points, plus in either case accrued interest to the date of
redemption.
Notice of redemption will be mailed to registered holders of the
Securities as provided in the Indenture. The Company may condition
such redemption on the happening of a stated event, in which case the
notice will describe such conditions.
6. 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 endorsements and transfer documents and
to pay any taxes and fees required by law or the Indenture.
7. Persons Deemed Owners.
The registered holder of a Security may be treated as its owner for
all purposes.
8. Amendments and Waivers.
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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 Indenture 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.
9. Restrictive Covenants.
The Securities are unsecured general obligations of the Company
limited to $300,000,000 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.
10. Successors.
When a successor assumes all the obligations of the Company under the
Securities and the Indenture, the Company will be released from those
obligations.
11. 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 Obligations are securities
backed by the full faith and credit of the United States of America or
certificates representing an ownership interest in such Obligations.
12. Defaults and Remedies.
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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 withholding notice is in their
interests. The Company must furnish an annual compliance certificate
to the Trustee.
13. Trustee Dealings with Company.
United States Trust Company of New York, the Trustee under the
Indenture, in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with those persons, as if it were
not Trustee.
14. 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 Security waives and releases all such
liability. The waiver and release are part of the consideration for
the issue of the Securities.
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15. Authentication.
This Security shall not be valid until authenticated by a manual
signature of the Trustee.
16. 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 written 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: Secretary, Consolidated Natural Gas Company,
CNG Tower, Pittsburgh, Pennsylvania 15222-3199.
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EXHIBIT 2
6.80% Debentures
Supplemental Terms
In addition to the terms set forth in Exhibit 1 to Securities Resolution
No. 4, the 6.80% 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 6.80% Debentures:
"Depositary" means, with respect to the 6.80% Debentures issued as a
global Security, The Depository 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 6.80% 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 authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the
Company 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
representative 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 TRANSFER, 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 6.80% Debentures
notifies the Company that it is un-
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willing or unable to continue as Depositary for such global Security or (ii) the
Depositary for the 6.80% Debentures shall 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 Registered
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 pursuant 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 6.80% Debentures or (ii) the Company determines that the 6.80%
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 Registrar will authenticate and deliver
Registered Securities. Registered 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 Registrar shall deliver such
Registered Securities to the persons in whose names such Securities are so
registered.
