<PAGE> 1
File Number 70-7258
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post Effective Amendment No. 5
to
FORM U-1
APPLICATION-DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company and
the parent of the other parties)
CNG COAL COMPANY
CNG ENERGY SERVICES CORPORATION
CNG FINANCIAL, INC.
CNG INTERNATIONAL CORPORATION
CNG IROQUOIS, INC.
CNG MARKET CENTER SERVICES, INC.
CNG PIPELINE COMPANY
CNG POWER COMPANY
CNG POWER SERVICES CORPORATION
CNG PRODUCING COMPANY
CNG PRODUCTS AND SERVICES, INC.
CNG RESEARCH COMPANY
CNG RETAIL SERVICES CORPORATION
CNG STORAGE SERVICE COMPANY
CNG TELECOM, INC.
CNG TRANSMISSION CORPORATION
CONSOLIDATED NATURAL GAS
SERVICE COMPANY, INC.
CONSOLIDATED SYSTEM LNG COMPANY
THE EAST OHIO GAS COMPANY
HOPE GAS, INC.
THE PEOPLES NATURAL GAS COMPANY
VIRGINIA NATURAL GAS, INC.
<PAGE> 2
File Number 70-7258
Names and addresses of agents for service:
S. E. WILLIAMS, Senior Vice President
and General Counsel
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
J. M. HOSTETLER, JR., Attorney
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
<PAGE> 3
File Number 70-7258
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 5
to
FORM U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Item 1. DESCRIPTION OF PROPOSED TRANSACTION
BACKGROUND
__________
Consolidated Natural Gas Company ("CNG") is a Delaware
corporation and a public utility holding company registered as
such under the Public Utility Holding Company Act of 1935
("Act"). It is engaged solely in the business of owning and
holding all of the outstanding securities, with the exception
of certain minor long-term debt, of the captioned companies.
These subsidiary companies are primarily engaged in natural
gas exploration, production, purchasing, gathering,
transmission, storage, distribution, by-product operation,
research, marketing of energy commodities and energy-related
products and services.
PREVIOUS MONEY POOL ORDERS
__________________________
By Securities and Exchange Commission ("Commission")
orders dated June 12 and July 16, 1986, HCAR No. 24128 and
24150, respectively, (collectively referred to as "Original
Orders") under this file number, CNG and most of the captioned
companies were authorized to establish the Consolidated System
Money Pool ("Money Pool"). By order dated May 27, 1987, HCAR
No. 24399 under this file number, CNG Pipeline Company and CNG
Energy
<PAGE> 4
Services Corporation (formerly, CNG Trading Company) were
authorized to be participants in the Money Pool. By order
dated February 14, 1990, HCAR No. 25040, under File No.
70-7667, Virginia Natural Gas, Inc. was authorized to be a
participant in the Money Pool. By order dated May 13, 1991,
HCAR No. 25311, under File No. 70-7729, CNG Storage Service
Company was authorized to be a participant in the Money Pool.
By order dated April 8, 1994, HCAR No. 26021, under this file
number, CNG Iroquois, Inc. was authorized to be a participant.
The Original Orders established that funds from the money
pool be administrated by Consolidated Natural Gas Service
Company, Inc. ("Service Company") and loaned on a short-term
basis to each participant company which has a need for
short-term funds, other than CNG. (CNG is a participant but
not a borrower.) After satisfaction of borrowing needs of the
participant companies and after any possible prepayment of
outstanding indebtedness, Service Company, as agent for the
pool, invests excess funds and allocates the earnings among
those participant companies providing such excess funds.
Contributions to and borrowings from the pool are documented
on the books of each participant company. Loans are payable
on demand, may be prepaid without premium or penalty, and bear
interest, payable monthly. The April 8, 1994 order changed
the rate charged to borrowers from "the rate equal to the
effective short-term borrowing costs of CNG" to "a rate equal
to the effective weighted average rate of interest on CNG's
commercial paper and/or revolving credit borrowings." In the
event no such loans are outstanding, the federal funds
effective rate as quoted daily by the Federal Reserve Bank of
New York applies. These rates are adjusted monthly to reflect
the opportunity cost of investments
<PAGE> 5
to the extent borrowings are obtained from contributions that
otherwise would be invested as surplus by the lending
participant company. In addition, any participant may
withdraw funds contributed to the money pool at any time.
NEW COMPANIES TO JOIN MONEY POOL
________________________________
CNG Market Center Services, Inc. ("Market Center
Services") CNG Power Services Corporation ("Power Services")
CNG Products and Services, Inc. ("Products and Services"), CNG
Retail Services Corporation ("Retail Services"), CNG Telecom,
Inc. ("Telecom") and CNG International Corporation
("International") (collectively, the "New Companies") now
propose to be full participants in the Money Pool.
By order dated October 21, 1994, HCAR No. 26148, the
Commission authorized CNG through its subsidiary, CNG Power
Company ("CNG Power"), to invest in Market Center Services.
(As of January 16, 1995, CNG Energy Company changed its name
to CNG Power Company.) Financing can done through purchasing
stock, making open account advances or long-term loans, in any
combination thereof.
Market Center Services -- a special purpose, wholly-
owned subsidiary of CNG Power -- owns a 50% general
partnership interest in the CNG/Sabine Center, the Delaware
partnership operating a market center or "super-hub" which
offers services at points along the 7,400 mile pipeline system
of CNG Transmission Corporation (CNG's wholly-owned pipeline
subsidiary). The other 50% general partnership interest is
owned by Sabine Hub Services Company, a wholly-owned
subsidiary of Texaco, Inc.
<PAGE> 6
Power Services is CNG's national power marketing
entity. Power Services has exempt wholesale generator
("EWG") status under Section 32 of the Act. In 1995,
Power Services became a leading power marketer in the U.
S. -- in terms of mega-watt hour sales of electricity.
By order dated August 28, 1995, HCAR No. 26363, file
number 70-8577, the Commission authorized CNG and Energy
Services to engage in the business of providing certain
energy-related products and services ("Customer Services") to
customers of CNG's local distribution companies and to others,
primarily customers of utilities not affiliated with CNG.
CNG formed a new special-purpose subsidiary -- CNG
Products and Services -- to engage in the new business.
(Originally CNG Special Products and Services, Inc., the name
was changed to CNG Products and Services, Inc., effective
November 20, 1995.) The Customer Services (e.g., the Service
Line Maintenance Program) are offered as a convenience to
utility customers. Financing can done through purchasing
stock, making open account advances or long-term loans, in any
combination thereof.
By Commission order dated January 15, 1997 (HCAR No.
26647), file number 70-8883, the Commission authorized
Energy Services and Retail Services to market energy
commodities of all types at retail. Retail Services is a
subsidiary of Energy Services. Financing can done through
purchasing stock, making open account advances or
long-term loans, in any combination thereof.
Telecom is an "exempt telecommunications company"
within the meaning of Section 34(a)(1) of the Act, as
added by Section 103 of the Telecommunications Act of
1996. The
<PAGE> 7
Federal Communications Commission issued its order
granting such status on January 29, 1997 (File No. ETC-96-
19).
International is the CNG company that invests in
energy-related businesses outside the United States.
Commission orders authorizing such have been issued May 30
(HCAR No. 26523), October 25 (HCAR No. 26595) and November
16, 1996 (HCAR No. 26608).
A number of orders for CNG companies in recent years
include blanket authorization to incorporate additional
subsidiaries to engage in the newly authorized line of
business. See Consolidated Natural Gas Company, et al., HCAR
Nos. 26341 (Energy Services Partnering), 26500 (Omnibus
Financing), 26523, 26595 and 26608 (International) and 26647
(Energy Services' Retail Marketing of Energy Commodities).
Applicants request that such additional subsidiaries --
created under the above and similar blanket authorizations --
be allow to participate in the Money Pool without additional
Commission authorization.
The New Companies' participation in the Money Pool would
allow their available cash and/or short-term borrowing
requirements to be matched on a daily basis with those of
other participants in the pool, thereby minimizing the need
for short-term borrowing. If participation in the pool is
authorized, funds will be loaned from the Money Pool in the
form of open account advances under the same terms and
limitations as currently authorized. Any borrowings by the New
Companies from the Money Pool would be limited to each
companies authorized aggregate amount of financing less the
amount of financing obtained from sources other than open
account advances and previous open account advances
outstanding at the date of the order issued in this
proceeding.
<PAGE> 8
Item 2. Fees, Commissions, and Expenses
It is estimated that the fees, commissions and expenses
ascertainable at this time to be incurred by Consolidated in
connection with the proposed transactions will not exceed
$5,000, including $4,000 payable to Consolidated Natural Gas
Service Company, Inc. ("Service Company") for services on a
cost basis (including regularly employed counsel) for the
preparation of this Application-Declaration and other
documents, and $1,000 for miscellaneous other expenses.
The charges of Service Company, a subsidiary service
company, for services on a cost basis (including regularly
employed counsel) in connection with the preparation of this
Application-Declaration and other related documents and papers
required to consummate the proposed transactions are as stated
above.
Item 3. Applicable Statutory Provisions
If the Commission considers the proposed future
transactions to require any authorization, approval or
exemption, under any section of the Act or Rule or Regulation
other than those cited herein, such authorization, approval or
exemption is hereby requested.
Item 4. Regulatory Approval
No state commission and no federal agency other than this
Commission has jurisdiction over the proposed transactions.
<PAGE> 9
Item 5. Procedure
Applicants respectfully request that an order be
issued approving this Post Effective Amendment by May 15,
1997.
It is submitted that a recommended decision by a
hearing or other responsible officer of the Commission is not
needed with respect to the proposed transactions. The office
of the Division of Investment Management Office of Public
Utility Regulation may assist in the preparation of the
Commission's decision. There should be no waiting period
between the issuance of the Commission's order and the date on
which it is to become effective.
Item 6. Exhibits and Financial Statements
The following exhibits and financial statement are
made a part of this statement:
(a) Exhibits
o Proposed Notice pursuant to Rule 22(f)
(b) Financial Statements
Financial statements of the applicant-declarants
are deemed unnecessary with respect to the
proposed authorizations sought herein due to the
simple nature of the Amendment.
<PAGE> 10
Item 7. Information as to Environmental Effects
The proposed transactions do not involve major
federal action having a significant effect on the human
environment. See Item 1(a).
No federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transaction.
<PAGE> 11
SIGNATURES
___________
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned Company has duly
caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
By D. M. Westfall
Senior Vice President
and Chief Financial Officer
CNG COAL COMPANY
CNG ENERGY SERVICES
CORPORATION
CNG FINANCIAL, INC.
CNG INTERNATIONAL CORPORATION
CNG IROQUOIS, INC.
CNG MARKET CENTER SERVICES,
INC.
CNG PIPELINE COMPANY
CNG POWER COMPANY
CNG POWER SERVICES CORPORATION
CNG PRODUCING COMPANY
CNG PRODUCTS AND SERVICES,
INC.
CNG RESEARCH COMPANY
CNG RETAIL SERVICES
CORPORATION
CNG STORAGE SERVICE COMPANY
CNG TELECOM, INC.
CNG TRANSMISSION CORPORATION
CONSOLIDATED NATURAL GAS
SERVICE COMPANY, INC.
CONSOLIDATED SYSTEM LNG
COMPANY
THE EAST OHIO GAS COMPANY
HOPE GAS, INC.
THE PEOPLES NATURAL GAS
COMPANY
VIRGINIA NATURAL GAS, INC.
By J. M. Hostetler, Jr.
Their Attorney
Dated: March 20, 1997
<PAGE> 1
EXHIBIT O
Proposed Notice Pursuant to Rule 22f)
(Release No. 35-__________)
FILINGS UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
("ACT")
April ____, 1997
Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the
Act and rules promulgated thereunder. All interested persons
are referred to the application(s) and/or declaration(s) for
complete statements of the proposed transaction(s) summarized
below. The application(s) and/or declaration(s) and any
amendments thereto is/are available for public inspection
through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on
the application(s) and/or declaration(s) should submit their
views in writing by April ___, 1997 to the Secretary,
Securities and Exchange Commission, Washington, DC 20549, and
serve a copy on the relevant applicant(s) and/or declarant(s)
at the address(es) specified below. Proof of service (by
affidavit or, in case of an attorney at law, by certificate)
should be filed with the request. Any request for hearing
shall identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or
order issued in the matter. After said date, the
application(s) and/or declaration(s), as filed or as amended,
may be granted and/or permitted to become effective.
<PAGE> 2
Consolidated Natural Gas Company, et al. (70-7258)
__________________________________________________
Consolidated Natural Gas Company ("Consolidated"), CNG
Tower, Pittsburgh, Pennsylvania 15222-3199, a registered
holding company, and a number of its wholly-owned
subsidiaries, have filed a post effective amendment to their
Application-Declaration under Sections 6, 7, 9(a), 10, and
12(b) of the Act.
The Applicants propose to admit several new CNG companies
as full participants in the Consolidated System Money Pool
("Money Pool") which is administered by Service Company and
authorized by Commission Order dated January 12, 1986 HCAR Mo.
24150, under this file number.
The Money Pool consists of funds that may be available day
to day, and loaned on a short-term basis to those
participants, other than Consolidated and CNG Pipeline
Company, which have a need for short-term funds. Consolidated
and CNG Pipeline Company are participants in the Money Pool
but not borrowers. After satisfaction of the borrowing needs
of the Applicants, Service Company, as agent of the Money
Pool, invests excess funds and allocates the earnings among
those participants providing such excess funds.
____________________________
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
Jonathan G. Katz
Secretary
