As filed with the Securities and Exchange Commission on September 14, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------------
CONSOLIDATED NATURAL GAS COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 13-0596475
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(412) 227-1000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
David M. Westfall
Senior Vice President and Chief Financial Officer
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(412) 227-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies of all communications to:
Stephen E. Williams, Esq. Gary W. Wolf, Esq.
Senior Vice President and General Counsel Cahill Gordon & Reindel
Consolidated Natural Gas Company 80 Pine Street
CNG Tower New York, New York 10005
625 Liberty Avenue (212) 701-3000
Pittsburgh, Pennsylvania 15222-3199
(412) 227-1000
-------------------------
<PAGE>
Approximate date of commencement of proposed sale to public: From time to time
after this Registration Statement becomes effective when warranted by market
conditions and other factors.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, check the following box. / /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ 333-25347
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/ 333-25347
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Registration
Securities to be Registered Registered (1) Per Security (2) Price (2)(3) Fee (3)
- - -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities................................
Preferred Stock, $100.00 par value............. $61,712,444 100% $61,712,444 $17,156.06
Common Stock, $2.75 par value (4)..............
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</TABLE>
This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462 (b) under the Securities Act of 1933
(1) There are being registered hereunder $61,712,444 aggregate initial offering
price of Securities.
(2) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(3) Exclusive of accrued interest or dividends, if any.
(4) Includes registration of the related Common Stock purchase rights attached
thereto for which no additional consideration is paid.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) and General
Instruction IV of Form S-3, both as promulgated under the Securities Act of
1933, as amended. The contents of the Registration Statement on Form S-3 (File
No. 333-25347) filed by Consolidated Natural Gas Company with the Securities and
Exchange Commission, which was declared effective by the Commission on July 11,
1997, are incorporated herein by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
(A) EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-25347 are incorporated by reference into, and shall be deemed
to be a part of, this registration statement, except for the following, which
are filed herewith
Exhibit No. Exhibit
5.1 Opinion of Counsel for Consolidated Natural Gas Company
as to the legality of the Securities being registered.
23.1 Consents of Stephen E. Williams and Norbert F. Chandler
(included in opinion filed as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Independent Geologists.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Consolidated
Natural Gas Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, State of Pennsylvania, on September
14, 1999.
CONSOLIDATED NATURAL GAS COMPANY
By: /s/ D.M. Westfall
------------------------------------------
Name: D.M. Westfall
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ G.A. Davidson, Jr. Chairman of the Board, Chief Executive September 14, 1999
- - -------------------------------------- Officer and Director (Principal Executive
G.A. Davidson, Jr. Officer)
/s/ D.M. Westfall Senior Vice President and Chief Financial September 14, 1999
- - -------------------------------------- Officer (Principal Financial Officer)
D.M. Westfall
/s/ S.R. McGreevy Vice President, Accounting and Financial September 14, 1999
- - -------------------------------------- Control (Principal Accounting Officer)
S. R. McGreevy
/s/ R.E. Galvin Director September 14, 1999
- - --------------------------------------
R.E. Galvin
/s/ W.S. Barrack, Jr.
- - -------------------------------------- Director September 14, 1999
W.S. Barrack, Jr.
/s/ J.W. Connolly Director September 14, 1999
- - --------------------------------------
J.W. Connolly
/s/ R.J. Groves
- - -------------------------------------- Director September 14, 1999
R.J. Groves
/s/ P.E. Lego
- - -------------------------------------- Director September 14, 1999
P.E. Lego
/s/ M.A. McKenna
- - -------------------------------------- Director September 14, 1999
M.A. McKenna
<PAGE>
Signature Title Date
- - --------- ----- ----
/s/ S.A. Minter
- - -------------------------------------- Director September 14, 1999
S.A. Minter
/s/ R.P. Simmons
- - -------------------------------------- Director September 14, 1999
R.P. Simmons
</TABLE>
EXHIBIT 5.1
[Letterhead of Consolidated Natural Gas Company]
September 14, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company -- Registration
Statement on Form S-3
Ladies and Gentlemen:
The opinion is rendered in connection with the filing of a registration
statement on Form S-3 under the Securities Act of 1933, as amended (the "Act"),
by Consolidated Natural Gas Company, a Delaware corporation ("Consolidated"),
relating to the registration pursuant to Rule 462(b) under the Act (such
registration statement, together with the earlier effective registration
statement on Form S-3 (No. 333-25437) to which it relates, is herein called the
"Registration Statement") of securities of Consolidated (the "Securities")
consisting of (i) debt securities (the "Debt Securities"), (ii) common stock,
par value $2.75 per share, including common stock purchase rights (the "Common
Stock"), and (iii) preferred stock, par value $100.00 per share (the "Preferred
Stock" and together with the Common Stock the "Equity Securities") that may be
issued from time to time, for an aggregate initial offering price of
$61,712,444, as described in the Registration Statement, including the
prospectus constituting a part thereof, filed with the Securities and Exchange
Commission pursuant to the Act.
As counsel for Consolidated, we have examined, among other things, the
following: the certificate of incorporation and by-laws of Consolidated; the
declaration on Form U-1, as amended, at SEC File No. 70-8667 (the
"Declaration"); the Commission Order dated March 28, 1996 (HCAR 26500) (the
"1996 Order"), File No. 70-8667, issued pursuant to the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act"); the Registration Statement to
which this opinion is an exhibit; the exhibits to the Declaration and
Registration Statement; the indenture dated as of April 1, 1995 (the
"Indenture") between Consolidated and United States Trust Company of New York,
as Trustee; and the corporate records and proceedings relating to the issuance
of such Securities.
In connection with this opinion, we have assumed that (i) the Registration
Statement, and any amendments thereto (including post effective amendments),
will have become effective; (ii) a prospectus supplement will have been prepared
and filed with the Commission describing the Securities offered thereby; (iii)
all Securities will be issued and sold in compliance with the 1996 Order and all
other applicable federal and state securities laws and in the manner stated in
the Registration Statement and the appropriate prospectus supplement; and (iv) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by Consolidated and the other parties thereto.
We are of the opinion that:
1. With respect to shares of Common Stock, when certificates representing
the shares of Common Stock have been duly executed, countersigned,
registered and delivered either (a) in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the
Board of Directors of Consolidated (the "Board") upon payment of the
consideration therefor (not less that than the par value of the Common
Stock) provided for therein, or (b) upon conversion, exchange or exercise
of any other Security in accordance with the terms of such Security or
<PAGE>
the instrument governing such Security providing for such conversion,
exchange or exercise as approved by the Board, for the consideration
approved by the Board therefor (not less than the par value of the Common
Stock), the shares of Common Stock will be duly authorized, validly issued,
fully paid and non-assessable.
2. With respect to shares of Preferred Stock, when certificates
representing the shares of Preferred Stock have been duly executed,
countersigned, registered and delivered either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement approved
by the Board upon payment of the consideration therefor (not less than the
par value of the Preferred Stock) provided for therein, or (b) upon
conversion, exchange or exercise of any other Security in accordance with
the terms of such Security or the instrument governing such Security
providing for such conversion, exchange or exercise as approved by the
Board, for the consideration approved by the Board therefor (not less than
the par value of the Preferred Stock), the shares of Preferred Stock will
be duly authorized, validly issued, fully paid and non-assessable.
3. With respect to the Debt Securities to be issued under the Indenture,
when (i) the Board has taken all necessary corporate action to approve the
issuance and terms of such Debt Securities, the terms of the offering
thereof and related matters; and (ii) such Debt Securities have been duly
executed, authenticated, issued and delivered in accordance with the
provisions of the Indenture and in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the
Board upon payment of the consideration therefor provided for therein, such
Debt Securities will be legally issued and will constitute valid and
binding obligations of Consolidated, enforceable against Consolidated in
accordance with their terms, except as such enforcement is subject to any
applicable bankruptcy, insolvency, reorganization, fraudulent transfer or
other law relating to or affecting creditors' rights generally and general
principles of equity, and will be entitled to the benefits of the
Indenture.
4. The order of the Commission referred to in subsection (c) of Section 2
of the Consolidated Natural Gas Company Standard Purchase Agreement -- Debt
Securities and subsection (c) of Section 2 of the Consolidated Natural Gas
Company Standard Purchase Agreement -- Equity Securities has been obtained
and is, to the best of our knowledge, in full force and effect. We are not
aware of any approval of any other regulatory body being legally required
for the issue and sale of the Securities by Consolidated as contemplated by
the Purchase Agreements.
We hereby consent to the use of our names under the heading "Legal
Opinions" in the prospectus constituting a part of the Registration Statement,
and any amendments or supplements thereto, and to the use of this opinion as an
exhibit to the Registration Statement. Our consent to such reference does not
constitute a consent under Section 7 of the Act, and in consenting to such
reference we have not certified any part of the Registration Statement and do
not otherwise come within the categories of persons whose consent is required
under said Section 7 or under the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ S.E. Williams
------------------------------------
Name: S.E. Williams
Title: Senior Vice President and
General Counsel
/s/ N.F. Chandler
------------------------------------
Name: N.F. Chandler
Title: Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 9, 1999, except as to the
subsequent event described in Note 19 which is as of February 22, 1999,
appearing on page 22 of Appendix I to the Consolidated Natural Gas Company proxy
statement for the 1999 annual meeting of stockholders which is incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31,
1998.
/s/ PricewaterhouseCoopers LLP
600 Grant Street
Pittsburgh, Pennsylvania
September 14, 1999
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Consolidated Natural Gas Company on Form S-3 of our report dated February 8,
1999 (February 22, 1999 as to Note X) appearing in the Annual Report on Form
10-K of Dominion Resources, Inc. for the year ended December 31, 1998
incorporated by reference in the Joint Proxy Statements dated February 22, 1999
and May 24, 1999.
/s/ Deloitte & Touche LLP
Richmond, Virginia
September 13, 1999
EXHIBIT 23.4
[Letterhead of Ralph E. Davis Associates, Inc.]
CONSENT OF INDEPENDENT GEOLOGISTS
We hereby consent to the incorporation by reference into (i) the Rule 462
Registration Statement on Form S-3 (relating to the earlier Registration
Statement No. 333-25347) to be filed on or about this date with the Securities
and Exchange Commission, relating to the registration, pursuant to the
requirements of the Securities Act of 1933, as amended, of an additional
$61,712,444 of securities of Consolidated Natural Gas Company and (ii) the
prospectus relating to such Registration Statement, of our estimates of
company-owned oil and gas reserves and total gas supply contained in
Consolidated Natural Gas Company's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to any reference to us under the heading
"EXPERTS" as to the matters and to the extent set forth in the prospectus and in
Part II of the Registration Statement, and to the filing of this Consent as an
exhibit to said Registration Statement.
We further wish to advise that we were not employed on a contingent basis and
that at the time of the preparation of our report, as well as at present,
neither Ralph E. Davis Associates, Inc., nor any of its employees had, or now
has, a substantial interest in Consolidated Natural Gas Company, or any of its
subsidiaries, as a holder of its securities, promoter, underwriter, voting
trustee, director, officer, or employee of the said registrant, Consolidated
Natural Gas Company.
RALPH E. DAVIS ASSOCIATES, INC.
/s/ Thomas N. Sudderth
- - ---------------------------------
Thomas N. Sudderth
President
September 14, 1999
