<PAGE> 1
File Number 70-8759
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 8
to
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
CONSOLIDATED NATURAL GAS COMPANY
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
CNG INTERNATIONAL CORPORATION
Two Fountain Square, Suite 600
11921 Freedom Drive
Reston, Virginia 20190-5608
Consolidated Natural Gas Company, a registered holding company,
is the parent of the other party
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 70-8759
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 8
to
FORM U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Item 1. Description of Proposed Transaction
___________________________________
I. PRIOR CNG INTERNATIONAL AUTHORIZATIONS
By order dated May 30, 1996, HCAR No. 26523, the Securities and Exchange
Commission ("Commission" or "SEC") authorized Consolidated Natural Gas Company
("CNG"), a registered holding company under the Public Utility Holding Company
Act of 1935 (the "Act"), to form CNG International Corporation ("CNG
International"), to directly or through intermediary companies acquire
interests in exempt wholesale generators (EWGs") and foreign utility companies
("FUCOs") as such terms are respectively defined in Sections 32 and 33 of the
Act. CNG was also authorized under such order to provide CNG International
with certain credit support with respect to its investments. Jurisdiction was
retained over the applicant's request to invest up to $300 million(1) in
Foreign Energy Activities (including foreign gas pipelines) as defined in the
application.
By supplemental order dated October 25, 1996, HCAR No. 26595, the
Commission released jurisdiction over proposed investments of up to an
_______________
(1) All dollar amounts are in U.S. currency unless otherwise noted.
<PAGE> 3
aggregate of $75 million by CNG International in two gas pipelines in Latin
America ("South American Pipeline Projects"). Pursuit of investment in one of
these pipelines (the "Bolivian Project") has been abandoned.(2)
By supplemental order dated November 19, 1996, HCAR No. 26608, the
Commission released jurisdiction over a proposed investment of up to $75
million by CNG International in three gas pipeline projects in Australia
("Australian Pipeline Projects"). Approximately $40 million in these projects
was consummated in late 1996. As a result of such transaction, CNG
International now indirectly(3) holds a 30% ownership interest in Epic Energy
Pty Ltd, an Australian company ("Epic"), which currently owns and operates a
470 mile pipeline in Queensland, and two pipelines, 488 and 44 miles in length,
serving markets in South Australia.(4)
In the November 19, 1996 order, the Commission reserved jurisdiction,
pending completion of the record, over: (i) the investment by CNG, through CNG
______________
(2) Since the $50 million authorization earmarked for the Bolivian Project will
no longer be needed, CNG regards such amount available for release of
jurisdiction for other Foreign Energy Activities in the proceeding under
File No. 70-8759.
(3) CNG International owns all of the outstanding shares of CNG Cayman One Ltd.
and CNG Cayman Two Ltd., which two subsidiaries own all of the outstanding
stock of CNGI Australia Pty Ltd., which in turn owns 30% of the outstanding
shares of Epic Energy Pty Ltd.
(4) The other shareholders in Epic are Venture Holdings Pty Ltd, a subsidiary
of El Paso Energy International Company (30%); Australian Mutual Provident
Society , an Australian insurance company and investment house (10%);
Allgas Pipelines Pty. Ltd., a gas distribution utility in Brisbane,
Queensland (10%); and SAS Trustee Corporation (Axion) and Utilities of
Australia Pty.Limited (Hastings), both Australian investment managers (10%
each).
<PAGE> 4
International, in entities that would engage in Consulting and Support
Services(5) and Foreign Energy Activities(6) (other than the South American
Pipeline Projects and the Australian Pipeline Projects); (ii) the provision by
CNG, CNG International and its subsidiaries of credit support agreements
aggregating, together with EWG/FUCO credit support, not more than $300 million
with nonassociates in connection with Consulting and Support Services and
Foreign Energy Activities; (iii) the issuance to nonassociates by CNG
International and its subsidiaries of securities that are not exempt from prior
Commission review under sections 6(a) and 7 of the Act; (iv) agreements for the
provision of goods and services between and among CNG International, its
subsidiaries and other companies in the CNG system; (v) reporting requirements
with respect to the proposed transactions, other than the investment in
Intermediate Subsidiaries, EWGs, FUCOs, the South American Pipeline Projects
and the Australian Pipeline Projects; and (vi) retention of an oil pipeline
that comprises a portion of the South American Pipeline Projects. The
applicants through this post-effective amendment proceeding seek removal of the
reservation of jurisdiction over (i) a proposed acquisition of interests in the
Alinta Corporation Pipeline in Western Australia, (ii) a proposed acquisition
of interests in the Gas Transmission Corporation pipeline in the state of
Victoria, Australia, (iii) agreements for the provision of goods and services
between and among CNG International, its subsidiaries and other companies in
the CNG system, and (iv) consulting and other services to
________________
(5) "Consulting and Support Services" are defined as energy consulting and
administrative, technical, construction, operating, maintenance, and other
management services to nonassociates in connection with their foreign
operations.
(6) "Foreign Energy Activities" include: (i) the sale and servicing of energy
equipment; (ii) gas transmission and storage; (iii) gas exploration and
production: (iv) brokering and marketing of electricity, gas and other
energy commodities; and (v) services related to the foregoing.
<PAGE> 5
non-affiliates. However due to rapidly approaching bidding deadlines, request
is made for immediate removal of jurisdiction over the Alinta pipeline
investment; jurisdiction would continue to be reserved in the interim over
(ii), (iii) and (iv) of the above-described activities pending further
completion of the record.
II. ALINTA PIPELINE
The Alinta Pipeline is located along the western part of Western Australia
between Dampier (near the North West Shelf gas producing area) and Bunbury
south of the state capital, Perth. It is 1,540 km (955 miles) long and was
constructed in 1983 with commissioning in January 1984. The Alinta pipeline
transports natural gas from the North West Shelf gas producing areas to the
markets in the south west of the state of Western Australia. There are a
number of laterals along the length of the pipeline to supply gas to towns,
industrial complexes and individual customers. The major section of the
pipeline is 660 mm (25.7 inches) in diameter. The lower end of the pipeline
consists of sections of 508 mm (20 inch), 356 mm (14 inch), 273 mm (10.75
inch), 210 mm (8.62 inch) and 168 mm (.61 inch) pipe. It is designed to have 9
compressor stations of which 8 are currently in operation with a total of 11
compressor units. The maximum allowable operating pressure is 8.48 mega
pascal(7). The current capacity of the pipeline is approximately 130 peta
joules(7) per year ("PJ/yr") (450 tera joules(7) per day ("TJ/d")) with a
maximum capacity of 175 PJ/yr (600TJ/d).
________________
(7) The following are equivalents:
peta joule 948,000 mcf
tera joule 948 mcf
mega pascal approximately 150 pounds per square inch
<PAGE> 6
The pipeline currently has 4 firm capacity holders consisting of Alinta
Gas Trading (45%) which is the regional gas distribution company in southern
Western Australia, Alcoa of Australia (51%) which operates an alumina smelter,
Western Power (2%) a state owned electric company which operates 1736 MW of gas
fired generation, and various producers (2%). The Alinta Pipeline is owned and
operated by the Alinta Gas Corporation ("Alinta"), a state owned company.
Regulation of the gas industry in Australia is currently state based,
although a Federal regulatory regime is under development. The objectives of
the new regime, as with electricity, are to create competitive wholesale and
retail markets, and to encourage new entrants. A national gas access code,
providing for open access transportation, is under development and will likely
be adopted in 1998. It is likely that this code will be administered by the
Australian Consumer and Competition Council. In anticipation of these changes
in the Australian gas industry, the State of Western Australia has decided to
sell Alinta.
Epic proposes to participate in the bidding for the Alinta Pipeline. CNG
and CNG International seek a release of jurisdiction over an amount up to $150
million for them to make their indirect investment, through Epic, in the Alinta
pipeline. It is anticipated that the price of the Alinta pipeline will be in
excess of $1.7 billion, with 70% of the cost of acquisition being financed by
project non-recourse debt. The form of investment in the Alinta pipeline may
be an acquisition of the pipeline assets or acquisition of securities issued by
the corporation or other legal entity created by the state of Western Australia
to own the pipeline assets during the privatization process.
<PAGE> 7
Epic is participating in a proposed looping project to increase the
capacity of the Alinta Pipeline to serve a new industrial customer. An Feng
Kingstream Steel Ltd. ("Kingstream"), a joint venture formed by Kingstream
Resources NL, an Australian company, and An Feng, a Taiwanese steel company, is
developing a major A$1.4 billion direct reduction iron and steel plant
("Kingstream Project") at Oakajee on the west coast of Western Australia. The
Kingstream Project is expected to be in production by 2000, producing 2.4
million metric tons of steel slab a year. Production levels are expected to
increase to about 5 million tons annually over a 15 year period. All
production will be exported to An Feng's existing rolling mills in Taiwan.
Substantial additional transportation capacity must be added to the Alinta
Pipeline in order for it to serve the needs of the Kingstream Project.
On June 11, 1997, Epic was named by Kingstream as the successful bidder to
act as shipper of its gas. Accordingly, Epic is in the process of negotiating
definitive terms towards a contract with a 15 year term (subject to extension)
to transport gas to the Kingstream Project.
In order to perform under the contract, Epic would agree with Alinta to
construct on a turnkey basis 170 TJ/d of capacity on the Alinta Pipeline, and
would additionally construct a 55 kilometer pipeline to bring the gas from the
Alinta Pipeline to the Project. The total cost of construction would be in the
range of $200 to $250 million. The construction would require Epic to raise up
to $70 million of new equity, of which $21 million would come from CNG
International. Upon completion of the looping expansion, operational control
<PAGE> 8
will be vested in the new owner of the Alinta pipeline with ownership being
structured to allow Epic to achieve certain tax benefits.
Epic would obtain from Alinta the right to the additional capacity for a
period of up to 30 years to serve the Kingstream Project and other possible
customers. If for any reason Kingstream does not utilize its rights to
capacity, Epic would be free to resell the capacity to other shippers. Epic
will only pay Alinta the incremental operating and maintenance costs associated
with the expansion. Epic would have the right to further expand the Pipeline
capacity by an additional 170 TJ/day in the event that the Kingstream Project
is expanded by 2006.
Epic's participation in providing gas service to the Kingstream Project is
likely to enhance its and/or CNG International's position in the bidding for
the Alinta pipeline itself. CNG and CNG International deem the investment with
respect to the Kingstream Project to be an extension of the business in which
Epic is already authorized to engage, i.e. the transportation of natural gas in
Australia. The investment to increase Epic's gas transportation capacity will
therefore be made pursuant to Rule 52. CNG and CNG International will file a
Form U-6B-2 to report such investment pursuant to rule 52(c) as part of their
quarterly reporting requirements pursuant to HCAR No. 26500, dated March 28,
1996, and HCAR No. 26523, dated May 30, 1996, respectively. The acquisition of
interests in the Alinta pipeline, however, would be the acquisition of
interests in, or of equity securities issued by, a business, which is deemed
subject to the approval requirement of Section 9(a) of the Act.
<PAGE> 9
III. THE GAS TRANSMISSION CORPORATION PIPELINE
Gas Transmission Corporation ("GTC") is owned by the state of Victoria and
owns the gas transmission network for the state. The Victorian Government has
indicated it will offering the GTC pipeline for sale by public tender in 1998.
The GTC network consists of 998 kms (620 miles) of interconnected pipelines,
which were constructed between 1969 and 1984 with minor additions added up to
1995. The current capacity of the main pipeline is 300 PJ/yr.
The GTC pipeline system transports natural gas from the Gippsland gas
producing areas to the markets in the Melbourne and central and northern
Victoria. The smaller Paaraatte system, also owned by GTC, supplies the
southwest part of the state with natural gas from the Paaratte Basin.
CNG International would likely participate in the GTC pipeline acquisition
through Epic. However, if the other shareholders in Epic elect not to pursue
GTC, CNG International could bid in its own right up to 100% of the asset. CNG
and CNG International seek a release of jurisdiction over $85 million in order
to make their indirect investment, through Epic, in the GTC pipeline. Early
indications suggest that the total price will be in excess of $1 billion. It
is estimated that the acquisition would be financed with 70% non-recourse debt.
The form of investment in the GTC pipeline may be an acquisition of the
pipeline assets or acquisition of equity securities issued by the corporation
or other legal entity created by the state of Victoria to own the pipeline
assets during the privatization process.
<PAGE> 10
IV. REQUEST FOR AUTHORIZATION OF SERVICE AGREEMENTS
CNG International is now actively engaged, through its investment in Epic,
in the gas transmission business in Australia. It is also reviewing other
investment proposals in Australia, such as participating in bidding on the
acquisition of the Alinta Pipeline and the GTC pipeline. As its foreign
business expands, CNG International perceives a need for service agreements
between and among itself, its subsidiaries and other companies in the CNG
system. It, therefore, proposes the following.
CNG International and each of its subsidiaries would be permitted to
provide operations and maintenance, consulting or other services and goods to
each other as are necessary or desirable for their respective operations at
market prices. Accordingly, the applicants request an exemption pursuant to
section 13(b) of the Act from the requirements of rules 90 and 91 in connection
with the rendering of such services; provided that no such services will be
rendered to an associate company unless one or more of the following conditions
is satisfied:
(1) Such associate (including a foreign EWG or FUCO) does not derive any
material part of its income, directly or indirectly from sources within
the United States and which is not a public-utility company operating
within the United States;
<PAGE> 11
(2) Such associate is an EWG which sells electricity at market-based rates
which have been approved by the Federal Energy Regulatory Commission
("FERC") or the appropriate state public utility commission, provided the
purchaser of such electricity is not an associate of CNG;
(3) Such associate is an EWG that sells electricity at rates based upon cost
of service, as approved by FERC or any state public utility commission,
provided that the purchaser is not an associate of CNG.
Neither CNG International nor any of its subsidiaries will provide
services or sell goods to any associate which, in turn, provides such services
or sells such goods, directly or indirectly, to any other associate not
described in any of the preceding enumerated categories. Other companies in
the CNG system may provide certain services to CNG International and its
subsidiaries at cost in accordance with rules 90 and 91 under the Act.
V. REQUEST FOR AUTHORIZATION OF CONSULTING SERVICES
The applicants also request removal of the reservation of jurisdiction
over the rendering of consulting, administrative, technical, construction,
operating and maintenance and other management services to non-affiliated
foreign persons. Through its operation of an office in Sydney, Australia,
opportunities have arisen for CNG International and its subsidiaries to provide
consulting services to Australian firms interested in obtaining knowledge of
<PAGE> 12
American ways of conducting energy business in a competitive market setting.
CNG International and its subsidiaries accordingly seek authorization to
provide such types of services at market based rates. Such services would be
provided only to persons that do not derive any material part of their income,
directly or indirectly from sources within the United States and which are not
public-utility companies operating within the United States.
The applicants also request that CNG International and its subsidiaries be
authorized to engage in such consulting through the acquisition of interests in
corporations, partnerships or other entities the activities of which would be
limited to the rendering of such services.
VI. FINANCING
CNG International will carry on the proposed activities for which
authorization is requested herein through one or more special-purpose
subsidiary or associate companies, partnerships, limited liability companies,
joint ventures or other entities (depending upon the legal and regulatory
requirements of the particular project), including those to be formed with
unrelated persons or entities for the sole purpose of consummating the proposed
transactions.
CNG International will obtain funds for its subsidiaries (which
subsidiaries will obtain such funds in essentially mirror financing
<PAGE> 13
arrangements) to engage in the proposed transactions by (i) selling shares of
its common stock, $10,000 par value per share, to CNG, (ii) open account
advances as described below, or (iii) long-term loans from CNG, in any
combination thereof. The open account advances and long-term loans will have
the same effective terms and interest rates as related borrowings of CNG in the
forms listed.
Open account advances may be made to CNG International on a revolving
basis to provide working capital and to finance the activities authorized by
the Commission. Open account advances will be made under letter agreement with
CNG International and will be repaid on or before a date not more than one year
from the date of the first advance with interest at the same effective rate of
interest as CNG's weighted average effective rate for commercial paper and/or
revolving credit borrowings. If no such borrowings are outstanding, the
interest rate shall be predicated on the Federal Funds' effective rate of
interest as quoted daily by the Federal Reserve Bank of New York. Only
outstanding amounts of open account advances will be calculated against the
$300 million cap on financing requested herein.
CNG may make long-term loans to CNG International for the financing of its
activities. Loans to CNG International shall be evidenced by long-term non-
negotiable notes of CNG International (documented by book entry only) maturing
<PAGE> 14
over a period of time (not in excess of 50 years) to be determined by the
officers of Consolidated, with the interest predicated on and equal to CNG's
cost of funds for comparable borrowings. In the event CNG has not had recent
comparable borrowings, the rates will be tied to the Salomon Brothers
indicative rate for comparable debt issuances published in Salomon Brothers
Inc. Bond Market Roundup or similar publication on the date nearest to the time
of takedown. All loans may be prepaid at any time without premium or penalty.
CNG will obtain the funds required for CNG International either through
internal cash generation or from financings at the time authorized by the SEC,
such as pursuant to the five year intrasystem financing authorization under
Holding Co. Act Release No. 26500 (March 28, 1996).
Authority is requested for Consolidated, CNG International and its
subsidiaries involved in the investments in the Alinta pipeline and the GTC
pipeline to enter guarantee arrangements, obtain letters of credit, and
otherwise provide credit support with respect to obligations of their
respective subsidiaries to third parties as may be needed and appropriate to
enable them to execute the transactions and to carry on in the ordinary course
of their respective businesses. The maximum aggregate limit on all such
credit support by Consolidated, CNG International and its subsidiaries at any
one time outstanding will be (i) $150 million with respect to the Alinta
pipeline and (ii) $85 million with respect to the GTC pipeline. The $300
<PAGE> 15
million in guarantees and other credit support is in addition to the intra-
company financing requested elsewhere herein.
VII. COMPLIANCE WITH RULE 53
The entry into services agreements as requested herein may be transactions
by CNG subsidiaries other than with respect to EWGs or FUCOs. The entering
into such agreements would be consummated only if, at the time thereof, and
giving effect thereto, Consolidated's "aggregate investment" determined in
accordance with Rule 53(a)(1)(i) in all EWGs and FUCOs would not exceed 50% of
Consolidated's consolidated retained earnings as defined in Rule 53(a)(1)(ii).
One-half of the CNG's average consolidated retained earnings as reported for
the four most recent quarterly periods on CNG's Forms 10-K and 10-Q was
$737,514,000; CNG's investment in EWGs as of June 30, 1997 is approximately
$15,015,000. The Company as of June 30, 1997 has $3,651,000 in investments in
FUCOs.
The books and records of Consolidated's EWGs are kept in conformity with
United States generally accepted accounting principles ("GAAP"), the financial
statements are prepared according to GAAP, and Consolidated undertakes to
provide the Commission access to such books and records and financial
statements as it may request. It is anticipated that a minimal number of
employees of Consolidated's domestic public-utility companies will render
<PAGE> 16
services, directly or indirectly, to EWGs and FUCOs in the Consolidated System,
and the number of such employees shall not in any event exceed two percent of
the total number of employees of such utility companies.
Copies of this Application and all amendments thereto are being submitted
to the public utility commissions of the States of Ohio, Pennsylvania, West
Virginia and Virginia, which are the only regulators having jurisdiction over
the retail rates of the public-utility companies in the Consolidated System.
In addition, Consolidated will submit to each such commission a copy of any
Rule 24 certificate required hereunder, as well as a copy of Item 9 of
Consolidated's Form U5S, including Exhibits G and H thereof.
None of the conditions described in Rule 53(b) under the Act exist with
respect to Consolidated, thereby satisfying Rule 53(b) and making Rule 53(c)
inapplicable.
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 subject post-
effective amendment proceeding will not exceed $25,000, including fees payable
to Consolidated Natural Gas Service Company, Inc. for services on a cost basis
(including costs of regularly employed counsel).
<PAGE> 17
Item 3. Applicable Statutory Provisions
_______________________________
The acquisition of interests in the Alinta and GTC pipelines are subject
to sections 9(a), 10, 11, 32 and rule 54, and the Gas Related Activities Act of
1990 ("GRAA"). Rule 16 would also apply in the event the ownership interest
held by CNG International and its subsidiaries did not exceed 50% of the total
equity interests in a project investment entity.
In its order dated October 25, 1996, the Commission found that
investments by CNG in foreign gas pipeline projects "constitute entry into the
business of transportation of natural gas subject to section 2(a) of the GRAA.
HCAR No. 26595. Thus, these acquisitions are deemed to satisfy the
requirements of section 11(b)(1) of the Act.
The other requirements of section 10 of the Act continue to apply. CNG
submits that these requirements are met for the reasons set forth in post-
effective amendment No. 3 in this proceeding. Briefly stated, the proposed
Foreign Energy Activities requested herein are a necessary complement to the
foreign utility activities authorized by the Energy Policy Act of 1992.
Strategic benefits are anticipated to stem from CNG's participation in new
energy markets. While investments in foreign pipeline projects may pose risks
that do not arise in the domestic utility industry, these risks are not an
absolute bar to foreign investment. Rather, as the Commission emphasized in
its April 1, 1996 order, HCAR No. 26501, permitting the Southern Company to
<PAGE> 18
invest an amount equal to 100% of its consolidated retained earnings in exempt
wholesale generators and foreign utility companies, there is a need for the
registered holding company to establish procedures to identify and mitigate
such risks.
In this matter, as discussed previously, there are ample safeguards for
consumer interests. The proposed transactions will be structured so that
investors and not consumers will bear the risks that may be associated with
these new ventures. As explained previously, CNG conducts a thorough review of
any proposed investment, with a view toward risk management. The international
operations will be conducted with the same prudence and sound business judgment
that has resulted in CNG's present status as one of the country's most
financially sound energy providers.
Accordingly, for the reasons set forth above, the applicants request that
the Commission authorize the proposed Alinta pipeline investment and reserve
jurisdiction over the other proposed gas transmission and storage, gas
exploration and production and the marketing and brokering of energy
commodities, pending completion of the record.
The service agreement proposals herein are subject to sections 13(b) of
the Act, and to rules 53, 54, 83, 87, 90, and 91 thereunder.
The applicants are of the position that the at-cost provisions of section
13(b) of the Act should not apply to agreements for services and goods that are
<PAGE> 19
made between or among CNG International and its subsidiaries, all of which are
engaged in business outside the United States, and between such parties and
certain EWGs under restrictions as described in more detail above. The
application of section 13(b) in such circumstances would not be necessary or
appropriate in the public interest or for the protection of investors or
consumers.
The Commission has granted exceptions under section 13(b) in similar
circumstances to several other applicants. These include the following.
Northeast Utilities, et al., HCAR No. 26213 (Dec. 30, 1994)
American Electric Power Company, Inc., et al., HCAR No. 26267 (April 5,
1995)
General Public Utilities Corporation, et al., HCAR No. 26307 (June 14,
1995)
Entergy Corporation, et al., HCAR No. 26322 (June 30, 1995)
CINergy Corporation, et al., HCAR No. 26376 (Sept. 21, 1995)
Allegheny Power System, Inc., HCAR No. 26401 (Oct. 27, 1995)
Energy Initiatives, Inc., et al., HCAR No. 26419 (Nov. 28, 1995)
The Southern Company, et al., HCAR No. 26468 (Feb. 2, 1996)
General Public Utilities Corporation, et al., HCAR No. 26484 (March 6,
1996)
New England Electric System, et al., HCAR No. 26504 (April 15, 1996)
Northeast Utilities, et al., HCAR No. 26623 ((Dec. 12, 1996)
EUA Cogenex Corporation, et al., HCAR No. 26741 (July 15, 1997)
<PAGE> 20
The Commission in prior authorizations has allowed subsidiaries of a
registered holding company to provide consulting and other services to non-
affiliated persons. See Central and South West Corporation, et al., HCAR No.
26156 ((Nov. 3, 1994); The Southern Company, et al., HCAR No. 26212 (Dec. 30,
1994); General Public Utilities Corporation, et al., HCAR No. 26230 (Feb. 8,
1995); Entergy Corporation, et al., HCAR No. 26322 (June 30, 1995) and
Allegheny Power System, Inc., HCAR No. 26401 (Oct. 27, 1995).
Accordingly, for the reasons set forth above, CNG requests that the SEC
grant the exemption from section 13(b) for CNG International and its
subsidiaries, authorize CNG International and its subsidiaries to render
consulting and other services to foreign persons, and reserve jurisdiction over
the remaining Foreign Energy Activities not yet authorized, pending completion
of the record.
Item 4. Regulatory Approval
___________________
The financing authorization sought herein is not subject to the
jurisdiction of any State or Federal Commission (other than the SEC).
<PAGE> 21
Item 5. Procedure
_________
It is hereby requested that the Commission issue its order with respect
to the transactions proposed herein on or before February 9, 1998 .
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 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 statements are made a part of this
statement:
(a) Exhibits
F Opinion of counsel for CNG and CNG International
(previously filed)
O Draft of Notice.
(previously filed)
<PAGE> 22
Item 7. Information as to Environmental Effects
_______________________________________
The proposed transactions do not involve major federal action having a
significant effect on the human environment. No federal agency has prepared or
is preparing an environmental impact statement with respect to the proposed
transaction.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment 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 INTERNATIONAL CORPORATION
By N. F. Chandler
Its attorney
Date: January 30, 1998
