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File Number 70-9379
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
THE PEOPLES NATURAL GAS COMPANY
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3197
And
CNG PRODUCING COMPANY
CNG Tower
1450 Poydras Street
New Orleans, Louisiana 70112-6000
Subsidiaries of CONSOLIDATED NATURAL GAS COMPANYCNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(a registered holding company )
Names and addresses of agents for service:
W. P. BOSWELL, Vice President D. M. JOHNS, JR., Vice President
and General Counsel and General Counsel
The Peoples Natural Gas Company CNG Producing Company
625 Liberty Avenue CNG Tower
Pittsburgh, Pennsylvania 15222-3197 1450 Poydras Street
New Orleans, Louisiana 70112-6000
N. F. CHANDLER, General Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
<PAGE> 2 File Number 70-9379
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
The Peoples Natural Gas Company and CNG Producing Company hereby amend
their application-declaration under the above file number as follows.
Item 1. Proposed Transaction
____________________
The following language is inserted, on page 6, at the end of the
fourteenth paragraph in this item.
"As of September 30, 1998, CNG had consolidated retained earnings of
$1,542,197,000 and a total of $129,122,000 invested in FUCOs. CNG
currently has no significant investment in EWGs."
Item 2. Fees, Commissions and Expenses
______________________________
The phrase "Consolidated and Energy Services," on page 8, in the
second line of the first paragraph in this item is changed to read "the
applicants".
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Item 6. Exhibits and Financial Statements
_________________________________
The following restated exhibit is made a part of this statement:
(a) Exhibits
F Opinion of counsel for PNG and CNGP.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned companies have duly caused this amendment to
be signed on their behalf by the undersigned thereunto duly authorized.
THE PEOPLES NATURAL GAS COMPANY
CNG PRODUCING COMPANY
By N. F. Chandler
Their attorney
Date: December 16, 1998
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Exhibit F
December 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Peoples Natural Gas Company, et al.
Form U-1 Application-Declaration
Dear Sirs and Madams:
The following opinion is rendered on behalf of The Peoples Natural
Gas Company, a Pennsylvania corporation ("PNG"), and CNG Producing Company,
a Delaware corporation ("CNGP"), and each a wholly-owned subsidiary of
Consolidated Natural Gas Company, a registered holding company under the
Public Utility Holding Company Act of 1935 ("1935 Act"). This opinion is
filed in accordance with the requirements of Exhibit F to Form U-1 of the
Securities and Exchange Commission ("SEC"), promulgated under the 1935 Act
with respect to various proposed transactions ("Proposed Transactions").
The Proposed Transactions are the subject of the Application-Declaration
("Application") filed with the SEC concurrently with the date hereof.
The Proposed Transactions involve the sale of production wells,
leases and related equipment by PNG to CNGP for approximately $14.5
million. The property being transferred are considered utility assets as
defined in Section 2(a)(18) of the 1935 Act.
I have examined the Certificate of Incorporation and Bylaws of PNG
and CNGP, the agreement of purchase and sale between such parties relating
to the Proposed Transactions, the proceedings before the Pennsylvania
Public Utility Commission with respect to the Proposed Transactions, and
such other documents, records, laws and other matters as I deemed relevant
and necessary for the purposes of this opinion.
Based on the aforesaid examination and relying thereon, I am of the
opinion that all requisite action with respect to the Proposed Transactions
has been taken by PNG and CNGP which are parties to the Application, except
for the actual carrying out thereof.
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In the event the Proposed Transactions are consummated in accordance
with the Application, I am of the opinion that:
(a) All state laws applicable to the Proposed Transactions will have been
complied with;
(b) CNGP will legally acquire the production properties which are the
subject of the Proposed Transactions; and
(c) The consummation of the Proposed Transactions will not violate the
legal rights of the holders of any securities issued by Consolidated or by
any associate company thereof.
I hereby consent to the use of this opinion in connection with the
Application.
Very truly yours,
N. F. Chandler
Attorney
