<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
CONSOLIDATED NATURAL GAS COMPANY : CERTIFICATE
Pittsburgh, Pennsylvania : of
: NOTIFICATION
CNG INTERNATIONAL CORPORATION : NO. 1
Reston, Virginia :
:
: TRANSACTIONS
: DURING PERIOD
:
:
: October 1, 1996
: through
: March 31, 1997
:
File No. 70-8759 :
:
(Public Utility Holding Company Act of 1935) :
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
By order dated May 30, 1996 (HCAR No. 26523), File No. 70-8759, ("May
Order") the Securities and Exchange Commission ("SEC") authorized (a) financing
by Consolidated Natural Gas Company ("CNG") of its wholly-owned subsidiary, CNG
International Corporation, ("CNGI"), (b) CNGI to directly acquire, or through
intermediate subsidiaries indirectly acquire, securities or interests in exempt
wholesale generators ("EWGs") outside the United States and foreign utility
companies ("FUCOs"), as respectively defined in the Public Utility Holding
Company Act ("the Act"), and (c) CNG, CNGI and intermediate subsidiaries to
enter into guarantee arrangements, obtain letters of credit, and otherwise
provide credit support for the obligations of intermediate subsidiaries and
EWGs and FUCOs in which CNGI has a direct or indirect interest, in amounts in
the aggregate not to exceed $300 million. The May Order reserved jurisdiction,
pending completion of the record, over (i) investments by CNG and
<PAGE> 2
International, of up to $300 million in entities that would engage in a variety
of consulting and support services to nonassociates, as well as certain other
energy-related businesses in foreign countries, (ii) the provision of credit
support by CNG, CNGI and its subsidiaries, aggregating, together with EWG/FUCO
credit support, of up to $300 million with nonassociates in connection with
consulting, support and energy-related businesses in foreign countries, and
(iii) the issuance to nonassociates by CNGI and its subsidiaries of securities
that are not exempt from prior SEC review under sections 6(a) and 7 of the Act,
among other things.
By orders dated October 25 (HCAR No. 26595) and November 19, 1996 (HCAR
No. 26608), File No. 70-8759, the SEC respectively released jurisdiction over
proposed investments of (1) up to $75 million in foreign gas pipeline projects
located in Bolivia and Uruguay ("South American Pipeline Projects") and (2) up
to $75 million in three pipeline projects in Australia ("Australian Pipeline
Projects").
This Certificate is filed in accordance with Rule 24, as a notification
that of the various transactions authorized by the Order, the following have
been carried out in accordance with the terms and conditions of and for the
purposes represented by the Application-Declaration and the Order.
To date, CNGI has made no investments in foreign EWGs or FUCOs except for
its investment of approximately $3.7 million in The Latin America Energy and
Electricity Fund I, L.P. ("Fund") -- which Fund has to date invested in two
FUCOs: Empresa Distribuidora de Entre Rios, S.A. in Argentina and Luz del Sur
in Peru.
<PAGE> 3
No investments have been made in the South American Pipeline Projects.
CNGI made the following investments in the Australian Pipeline Projects during
the period:
AUSTRALIAN PIPELINE PROJECTS:
On December 19, 1996, CNGI and El Paso Energy Corporation ("El Paso")
became co-investors, along with others, in the Australian Pipeline Projects
assets formerly held by Tenneco Energy. CNGI and El Paso, through intermediate
subsidiaries, each acquired a 30 percent interest in Epic Energy Pty. Ltd.
("Epic") -- formed December 18, 1996, in Australia, to own, operate, maintain
and manage the Australian Pipeline Projects' assets. Four Australian
investors, Allgas Energy, AMP Investments, Axion Funds Management and Hastings
Funds Management, each acquired a 10 percent interest in Epic.
The Australian Pipeline Projects' assets are valued at more than $500
million in Australian dollars. The assets include three major long-distance
natural gas pipeline systems accessing gas supplies in Australia's Cooper
Basin: (1) a 488-mile, 22-inch gas transmission system, from Moomba (the
central supply point of the Cooper Basin) south to the city of Adelaide; (2) a
44-mile, 6-inch gas transmission system, from Katnook to markets in South
Australia; and (3) a recently completed, 470-mile, 16-inch gas transmission
system from the Cooper/Eromonga Basin in Southwest Queensland to the city of
Wallumbilla, interconnecting with existing pipelines serving the Brisbane and
Gladstone markets.
<PAGE> 4
CNGI incorporated intermediate subsidiaries in the Cayman Islands and
Australia to secure its investment in the Australian Pipeline Projects.
Combined balance sheets as of December 31, 1996 and March 31, 1997 and income
statements for the quarters ending December 31, 1996 and March 31, 1997 for
CNGI -- and its wholly-owned subsidiaries CNG Cayman One Ltd and CNG Cayman
Two Ltd, which together wholly own CNGI Australia Pty Ltd, which directly holds
the 30% interest in Epic -- are attached as Exhibits A and B, respectively.
A balance sheet and income statement for Epic is not yet available.
To date, no guarantees have been issued -- by or for the account of CNGI
or any of its subsidiaries -- for any of the investments with nonaffiliates
authorized and reported in this proceeding.
FINANCING
At various times during the reporting period, CNGI has issued and sold
shares of its common stock, par value $10,000 per share, to Consolidated for
$10,000 per share. These transactions are as follows:
Date Shares Amount
CNGI 7/26/96 25 $ 250,000
10/16/96 25 250,000
10/30/96 25 250,000
11/4/96 360 3,600,000
11/25/96 148 1,480,000
11/26/96 10 100,000
12/3/96 10 100,000
12/11/96 40 400,000
12/30/96 20 200,000
12/31/96 3,801 38,010,000
1/10/97 25 250,000
1/22/97 10 100,000
2/13/97 60 600,000
3/31/97 20 200,000
_____ __________
TOTAL 4,579 $45,790,000
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The business of CNGI is to participate in selected projects in
international markets as authorized by Commission order in this proceeding.
The proceeds of the above described transactions were used by CNGI in such
business.
Each respective "past tense" opinion required by paragraph F(2) of the
instructions as to exhibits for Form U-1 will be filed when all transactions
authorized under the respective order have been consummated.
CONSOLIDATED NATURAL GAS COMPANY
CNG INTERNATIONAL CORPORATION
J. M. Hostetler
Their Attorney
May 14, 1997
<PAGE> 6
EXHIBIT A
<TABLE>
<CAPTION>
CNG International Corporation
Balance Sheet
December 31, 1996 (Unaudited) (1)
CAYMAN CAYMAN CNGI
CNGI 1 2 AUSTRALIA ELIMIN.
TOTALS
Assets
<S> <C> <C> <C> <C> <C>
<C>
Property, plant &
Equipment
Total Investment 241,010 0 0 0
0 241,010
Less Accum. Deprec. (17,292) 0 0 0
0 (17,292)
Net property,
plant & equipment 223,718 0 0 0
0 223,718
Cash 221,077 0 0 80
0 221,157
Special deposits 458 0 0 0
0 458
Accounts Receivable 1,151,126 0 0 0
0 1,151,126
Accts. Rec.-Assoc. Cos. 0 258 189 448
(896) 0
Investments in Subs. 38,731,500 38,344,000 387,500 0
(77,463,000) 0
Other Investments 3,441,204 0 0 38,730,972
0 42,172,176
Deferred Charges 3,043 0 0 0
0 3,043
Total Assets 43,772,126 38,344,258 387,689 38,731,500
(77,463,896) 43,771,678
======= ========= ======== =========
=========== =========
</TABLE>
<PAGE> 7
EXHIBIT A
<TABLE>
<CAPTION>
CAYMAN CAYMAN CNGI
CNGI 1 2 AUSTRALIA
ELIMINATIONS TOTALS
______ ______ ______ _________
____________ ______
Stockholders Equity
& Liabilities
___________________
<S> <C> <C> <C> <C>
<C> <C>
Capitalization
Common stock 44,940,000 38,344,000 387,500 38,731,500
(77,463,000) 44,940,000
Retain. earnings (2,630,845) 0 0 0
0 (2,630,845)
Total common
stockholders
equity 42,309,154 38,344,000 387,500 38,731,500
(77,463,000) 42,309.155
Long-term notes
payable to parent
company 0 0 0 0
0 0
Total capital. 42,309,154 38,344,000 387,500 38,731,500
(77,463,000) 42,309,155
Total curr. liabil. 1,455,971 258 189 0
(896) 1,455,524
Accum. Defer.
Income Taxes 7,000 0 0 0
0 7,000
Total stockholder's
equity and liabil. 43,772,126 38,344,258 387,689 38,731,500
(77,463,896) 43,771,678
========== ========== ======= ==========
=========== ==========
(1) This balance sheet has not been audited by the Company's independent
auditors.
</TABLE>
<PAGE> 8
EXHIBIT A
<TABLE>
<CAPTION>
CNG International Corporation
Income Statement
December 31, 1996 (Unaudited) (1)
CAYMAN CAYMAN CNGI
CNGI 1 2 AUSTRALIA
ELIMIN. TOTALS
______ ______ ______ _________
______ ______
<S> <C> <C> <C> <C>
<C> <C>
Total operating revenues 97,702 0 0 0
0 97,702
Total operating expenses 2,512,165 0 0 0
0 2,512,165
Net Operating Income(loss) (2,414,463) 0 0 0
0 (2,414,463)
Other income 593 0 0 0
0 593
Other income deductions 0 0 0 0
0 0
Interest charges 216,975 0 0 0
0 216,975
_________ ____ _____ ____
____ __________
Net income (loss) (2,630,845) 0 0 0
0 (2,630,845)
=========== ==== ===== ====
==== ===========
(1) This income statement has not been audited by the Company's independent
auditors.
</TABLE>
<PAGE> 9
EXHIBIT B
<TABLE>
<CAPTION>
CNG International Corporation
Balance Sheet
March 31, 1997 (Unaudited) (1)
CAYMAN CAYMAN CNGI
CNGI 1 2 AUSTRALIA
ELIMIN. TOTALS
______ ______ ______ _________
________ ______
Assets
______
<S> <C> <C> <C> <C>
<C> <C>
Property, plant
& equipment
Total Investment 263,724 0 0 0
0 263,724
Less Accum. Deprec. (38,027) 0 0 0
0 (38,027)
Net property,
plant & equipment 225,697 0 0 0
0 225,697
Cash 185,711 0 0 0
0 185,750
Special deposits 614 0 0 0
0 614
Accounts Receivable 1,791 0 0 0
0 1,799
Accts. Rec.-Assoc. Cos. 191,731 9,305 281 448
(19,172) 182,593
Investments in Subs. 38,731,500 38,344,000 387,500 0
(77,463,000) 0
Other Investments 3,612,601 0 0 38,740,004
0 42,352,605
Deferred Charges 386,436 0 0 0
0 386,437
___________ _________ ________ __________
__________ __________
Total Assets 43,336,097 38,353,305 387,780 38,740,483
(77,482,172) 43,335,493
=========== =========== ========== =========
=========== =========
</TABLE>
<PAGE> 10
EXHIBIT B
<TABLE>
<CAPTION>
CAYMAN CAYMAN CNGI
CNGI 1 2 AUSTRALIA
ELIMINATIONS TOTALS
______ ______ ______ _________
___________ ______
Stockholders Equity
& Liabilities
___________________
<S> <C> <C> <C> <C>
<C> <C>
Capitalization
Common stock 46,090,000 38,344,000 387,500 38,731,500
(77,463,000) 46,090,000
Retain. earnings (3,311,943) 0 0 (155)
0 (3,312,098)
Total common
stockholders
equity 42,778,057 38,344,000 387,500 38,731,345
(77,463,000) 42,777,902
Long-term notes
payable to parent
company 0 0 0 0
0 0
Total capital. 42,778,057 38,344,000 387,500 38,731,345
(77,463,000) 42,777,902
Total curr. liabil. 551,040 9,305 281 9,138
(19,172) 550,592
Accum. Defer.
Income Taxes 7,000 0 0 0
0 7,000
Total stockholder's
equity and liabil. 43,336,097 38,353,305 387,781 38,740,483
(77,482,172) 43,335,493
========== ========= ======== ==========
============ ==========
(1) This balance sheet has not been audited by the Company's independent
auditors.
</TABLE>
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EXHIBIT B
<TABLE>
<CAPTION>
CNG International Corporation
Income Statement
March 31, 1997 (Unaudited) (1)
CAYMAN CAYMAN CNGI
CNGI 1 2 AUSTRALIA
ELIMIN. TOTALS
______ ______ ______ _________
______ ______
<S> <C> <C> <C> <C>
<C> <C>
Total operating revenues 84,354 0 0 0
0 84,354
Total operating expenses 774,314 0 0 0
0 774,314
_________ ____ ____ ____
____ __________
Net Operating Income (loss) (689,959) 0 0 0
0 (689,959)
Other income 19,313 0 0 0
0 19,313
Other income deductions 3,670 0 0 0
0 3,670
Interest charges 6,781 0 0 0
0 6,781
________ ____ ____ ____
____ _________
Net income (loss) (681,098) 0 0 0
0 (681,098)
========= ==== ==== ====
==== =========
(1) This income statement has not been audited by the Company's independent
auditors.
</TABLE>
