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File Number 70-9203
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
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 ENERGY SERVICES CORPORATION
CNG POWER COMPANY
One Park Ridge Center
P.O. Box 15746
Pittsburgh, Pennsylvania 15244-0746
CNG RETAIL SERVICES CORPORATION
One Chatham Center
Pittsburgh, Pennsylvania 15219
CNG PRODUCTS AND SERVICES, INC.
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
CNG PRODUCING COMPANY
CNG Tower
1450 Poydras Street
New Orleans, Louisiana 70112-6000
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
N. F. CHANDLER
General Attorney
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
<PAGE> 2 File Number 70-9203
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 2
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Consolidated Natural Gas Company and the other joint applicants named
herein hereby amend the response under Item 6 in the Form U-1 under the
above indicated file number as follows:
Item 6. Exhibits and Financial Statements
The following exhibits and financial statements are made a part of
this
statement:
(a) Exhibits
F-1 Opinion of Counsel for Consolidated and the other parties to
The Application.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Co. Act of
1935, the undersigned companies have duly caused this amendment to be
signed on their respective behalf by the undersigned thereunto duly
authorized.
CONSOLIDATED NATURAL GAS COMPANY
By D. M. Westfall
Senior Vice President and
Chief Financial Officer
CNG ENERGY SERVICES CORPORATION
CNG POWER COMPANY
CNG RETAIL SERVICES CORPORATION
CNG PRODUCTS AND SERVICES, INC.
CNG PRODUCING COMPANY
By N. F. Chandler
Their Attorney
Date: July 2, 1998
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Exhibit F-1
July 2, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company, et al.,
SEC File Number 70-9203
Dear Sirs:
The following opinion is rendered on behalf of Consolidated Natural Gas
Company ("CNG"), CNG Energy Services Corporation ("Energy Services"), CNG
Power Company ("Power Company"), CNG Retail Services Corporation ("Retail
Services"), CNG Products and Services, Inc. ("Products and Services"), and
CNG Producing Company ("Producing Company"), all Delaware corporations, in
accordance with the requirements of Exhibit F to Form U-1 of the Securities
and Exchange Commission ("SEC"), promulgated under the Public Utility
Holding Company Act of 1935 ("1935 Act") with respect to various proposed
transactions ("Proposed Transactions").
The Proposed Transactions involve the transfer of the subsidiaries of
Energy Services and of CNG Power Services Corporation ("Power Services") to
other companies in the Consolidated Natural Gas Company System. Energy
Services and Power Services are wholly-owned subsidiaries of CNG; Power
Company, Retail Services, and Products and Services are wholly-owned
subsidiaries of Energy Services. CNG Storage Service Company ("Storage
Company"), CNG Main Pass Gas Gathering Corporation ("Main Pass") and CNG
Oil Gathering Corporation ("Oil Gathering") are also wholly-owned
subsidiaries of Energy Services; and CNG Technologies, Inc. ("CNG
Technologies") is a special-purpose subsidiary of Products and Services.
CNG Lakewood, Inc. ("CNG Lakewood") is a subsidiary of Power Services.
All of the subsidiaries of Energy Services are referred to herein as
the "Energy Services Subsidiaries." The Proposed Transactions are the
subject of the Application-Declaration ("Application") before the SEC at
File No. 70-9203.
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The Proposed Transactions consist of the following:
1. CNG would acquire all of the outstanding stock of each of the Energy
Services Subsidiaries by way of dividends from Energy Services;
2. Products and Services would be merged into Retail Services (the
"Merger"), and Retail Services would succeed to certain 1935 Act
authorizations of Products and Services and Energy Services;
3. CNG Technologies would become a subsidiary of Power Company through
a dividend by Retail Services or Products and Services, as the case
may be, of all of the outstanding stock of CNG Technologies to CNG,
and a subsequent transfer of such stock to Power Company by CNG as a
contribution to capital; and
4. Main Pass and Oil Gathering would become subsidiaries of Producing
Company through a transfer of all of the outstanding stock of each
such corporation by CNG to Producing Company as contributions to
capital, and Producing Company would succeed to certain 1935 Act
authorizations of Energy Services.
I have examined (i) the Certificate of Incorporation and Bylaws of CNG
and of the various other companies engaging in the Proposed Transactions,
(ii) any corporate minutes relating to the Proposed Transactions, (iii) the
Application, and (iv) such other documents and records deemed necessary or
appropriate in the circumstance.
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 CNG, Energy Services, Power Company, Retail Services,
Products and Services and Producing Company which are parties to the
Application, except for the adoption of the relevant corporate resolutions
and the actual carrying out thereof.
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) The Energy Services Subsidiaries, CNG Technologies and CNG
Lakewood, the issuers of securities being acquired, are each
validly organized and duly existing, their respective common stock
will be or remain, as the case may be, validly issued, fully paid
and nonassessable, and the respective holders thereof will be
entitled to the rights and privileges appertaining thereto set
forth in their respective certificates of incorporation;
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(c) CNG will legally acquire through dividends all of the outstanding
shares of the respective common stock of the Energy Services
Subsidiaries, CNG Technologies and CNG Lakewood;
(d) CNG Power will legally acquire through a capital contribution all
of the outstanding shares of common stock of CNG Technologies;
(e) Producing Company will legally acquired through capital
contributions all of the outstanding shares of common stock of Main
Pass and Oil Gathering; and
(f) The consummation of the Proposed Transaction will not violate the
legal rights of the holders of any securities issued by CNG or by
any associate company thereof.
I hereby consent to the use of this opinion in connection with the
aforesaid Application-Declaration, as amended.
Very truly yours,
N. F. Chandler
Attorney
