<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________________________
CONSOLIDATED NATURAL GAS COMPANY :
Pittsburgh, Pennsylvania :
:
CNG COAL COMPANY :
CNG PRODUCING COMPANY :
CNG PIPELINE COMPANY :
CNG RESEARCH COMPANY : MASTER
CNG POWER SERVICES CORPORATION : CERTIFICATE
CNG POWER COMPANY : OF
CNG TRANSMISSION CORPORATION : NOTIFICATION
CNG PRODUCTS AND SERVICES, INC. : NO. 11
CNG RETAIL SERVICES CORPORATION
CNG MARKET CENTER SERVICES, INC. :
CNG FINANCIAL SERVICES, INC. : TRANSACTIONS
CONSOLIDATED NATURAL GAS SERVICE : DURING PERIOD
COMPANY, INC. : _____________
CONSOLIDATED SYSTEM LNG COMPANY :
HOPE GAS, INC. : October 1, 1998
THE EAST OHIO GAS COMPANY : through
THE PEOPLES NATURAL GAS COMPANY : December 31, 1998
VIRGINIA NATURAL GAS INC. :
:
File No. 70-8667 (Part A) :
Also Reported at Part B :
File Nos. 70-7258, 70-7508, 70-7641, :
70-8447, 70-8577, 70-8621 :
70-8631, 70-8853 and 70-8883 :
:
(Public Utility Holding Company Act of 1935) :
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
This Master Certificate contains the Rule 24 certificates required to
be filed on a periodic basis for File No. 70-8667 and various other files
in order to eliminate the burden of making numerous separate individual
filings. This Certificate is filed in accordance with Rule 24 under the
Public Utility Holding Company Act of 1935 (the "Act"), as a notification
that of the various transactions authorized under the orders issued in the
proceedings identified in the above caption, the following have been
carried out in accordance with the terms and conditions of and for the
purposes represented by the respective Application-Declarations and the
<PAGE> 2
orders. The Master Certificate thus acts as a compilation of the various
other certificates and incorporates all Rule 24 reporting from the other
captioned proceedings.
By Order dated March 28, 1996, HCAR No. 26500, ("Financing Order")
under File No. 70-8667, the Securities and Exchange Commission ("SEC")
permitted the "Omnibus Financing" Application-Declaration of Consolidated
Natural Gas Company ("Consolidated" or "CNG") and its above-mentioned
subsidiaries ("Subsidiaries") to become effective, thereby authorizing
Consolidated and its Subsidiaries to engage in various financing and
related transactions through March 31, 2001. Part A contains reporting on
external and intrasystem financing of the Consolidated system as required
by the Financing Order.
Part B contains reporting required by other SEC orders in the captioned
proceedings. The information is subdivided by SEC file number. Rule 52
transactions (Form U-6B-2) and any order-specific financial information
(i.e., income statements, balance sheets) are filed as exhibits to Part A
and Part B, respectively, as appropriate.
<PAGE> 3
PART A
EXTERNAL FINANCING BY CONSOLIDATED
File No. 70-8667:
1. Sale of CNG Common Stock.
Consolidated issued and sold the following shares of common stock
during the quarter:
Shares Amount
________ ____________
Employee benefit plans 30,126 $ 1,230,809
Adjustment for change in market
value of variable awards (187,919)
_______ ___________
Total 30,126 $ 1,042,890
======= ===========
2. Short Term Debt.
During the period, Consolidated issued and sold commercial paper. The
maximum amount of Consolidated's commercial paper outstanding at any time
during this period was $661,600,000 principal amount. There was
$558,900,000 principal amount of commercial paper outstanding on December
31, 1998.
There were no borrowings or repayments of borrowings under commercial
paper backup lines of credit during the reporting period.
3. Long Term Debt.
On October 20, 1998, Consolidated sold $200,000,000 principal amount of
6% Debentures Due October 15, 2010 through an underwritten public offering.
<PAGE> 4
The price to the public was 99.119%, the underwriting discount was .675%
and the proceeds to Consolidated was $196,888,000 (98.444%). The
underwriters were Merrill Lynch &Co., Chase Securities Inc. and Salomon
Smith Barney. The sale occurred pursuant to Consolidated's shelf
registration, Registration Statement No. 333-25347. The registration
statement and the Rule 424(b) prospectus relating to the 6% Debentures,
filed with the Commission on October 22, 1998, are hereby incorporated by
reference.
INTRASYSTEM FINANCING
4. Financing by Parent of Its Subsidiaries
The transactions described below between Consolidated and its
Subsidiaries occurred under exemptions pursuant to Rule 52 and are not part
of the authorizations under this file number. The proceeds of such
transactions are used by the Subsidiaries in their respective businesses.
a. Sales of Capital Stock to Consolidated by Subsidiaries.
Total
Date Shares Amount
____ _______ ___________
CNG Transmission Corporation 12/30 1,000 $11,000,000
Virginia Natural Gas, Inc. 12/30 100 4,000,000
b. Long-term debt transactions occurring during the period.
The following subsidiaries sold long-term notes to Consolidated in the
principal amounts and on the dates indicated below. All of the notes carry
an annual interest rate of 6.20%, which is substantially equal to the
<PAGE> 5
effective cost of money to Consolidated in its sale on October 20, 1998 of
6% Debentures Due October 15, 2010. Each of the notes mature on September
30, 2010 with interest payments due semiannually on March 30 and September
30. The Certificates of Notification for newly-issued debt on Form U-6B-2
as required by Rule 52 are Exhibits A-3 through A-5.
Date Principal Amount
____ ________________
Virginia Natural Gas, Inc. 12/15 $ 55,000,000
CNG Transmission Corporation 12/30 50,000,000
CNG Producing Company 12/30 25,000,000
The Certificates of Notification on Form U-6B-2 as required by Rule 52
for the above transactions are filed as Exhibits A-1 (CNG Transmission),
A-2 (Virginia Natural Gas, Inc.), and A-3 (CNG Producing Company).
c. Guarantees
From time to time Consolidated enters into guarantee agreements,
primarily with respect gas or electric power purchases or delivery
performances of its subsidiaries. The estimated total exposure on these
guarantees as of December 31, 1998 is approximately $37.25 million. The
guarantees expire at various dates, the latest of which is July 1, 2027.
5. Subsidiary Long-term Debt Transactions.
There were no long-term debt transactions of Subsidiaries to be
reported for the quarter.
<PAGE> 6
6. Subsidiary Stock Buy Back Transactions.
There were no Subsidiary stock buy back transactions to be reported for
the quarter.
PART B
RULE 24 CERTIFICATES REQUIRED BY OTHER SEC ORDERS
File No. 70-7258:
By orders dated June 12 and July 16, 1986 (HCAR Nos. 24128 and 24150),
as amended by orders dated May 27, 1987 (HCAR No. 24399), February 14, 1990
(HCAR No. 25040), May 13,1991 (HCAR No. 25311), April 8, 1994 (HCAR No.
26021), and July 18, 1997 (HCAR No. 26742), the SEC permitted the
application-declaration of Consolidated and subsidiaries to become
effective, thereby authorizing the establishment of a Consolidated System
Money Pool ("Money Pool").
This Certificate is filed in accordance with Rule 24, as a notification
that of the various transactions authorized by said orders, the following
have been carried out in accordance with the terms and conditions of and
for the purposes represented by said application-declaration and said
orders:
<PAGE> 7
During the period, the following transactions occurred:
Consolidated Natural Gas Company (In Thousands)
Beginning Ending
Balance Contributions Withdrawals Balance
_______________ _______________ _______________ _______________
$793,308 $338,154 $578,640 $552,822
Subsidiaries (In Thousands)
Beginning Ending
Company Balance Contributions Withdrawals Balance
_________ _________ _____________ ___________ _________
The East Ohio Gas Co. $ ($287,429) $109,920 $162,145 ($339,654)
The Peoples Natural
Gas Company (49,720) 53,535 45,340 (41,525)
Hope Gas, Inc. (21,335) 19,985 29,215 (30,565)
Virginia Natural Gas, Inc. (79,075) 66,340 26,100 (38,835)
CNG Transmission Corp. (29,635) 155,265 110,815 14,815
Consolidated System
LNG Company 15,740 210 410 15,540
CNG Iroquois 6,925 3,298 1,065 9,158
CNG Producing Company (47,880) 113,800 89,000 (23,080)
CNG Coal Company 3,435 50 40 3,445
CNG Pipeline Co. 1,205 320 190 1,335
CNG Energy Services (1,081) 20,540 11,715 7,744
CNG Field Services Co. 1,827 22,260 26,565 (2,478)
CNG Power Co. 21,160 18,174 2,130 37,204
CNG Power - Cogen. 70 0 2,625 (2,555)
CNG Power - Cogen. Dev. (1,200) 0 0 (1,200)
Lakewood 6680 (200) 990 995 (205)
Lakewood 7909 9,605 975 69 10,511
CNG Research Company 40 0 0 40
Consolidated Natural Gas
Service Company, Inc. (10,927) 29,617 36,100 (17,410)
CNG Power Services Corp. (8,630) 32,620 29,810 (5,820)
CNG Retail Corp. (19,890) 17,328 26,743 (29,305)
CNG Market Center Services 740 0 505 235
CNG Products & Services (2,035) 1,600 875 (1,310)
CNG International Corp. (56,286) 116,829 58,775 1,768
CNG Main Pass Gas (26,974) 2,200 1,023 (25,797)
CNG Main Pass Oil (13,540) 810 191 (12,921)
<PAGE> 8
File No. 70-7508:
By order dated February 23, 1995 (HCAR No. 26234) in the above
captioned proceeding, the SEC permitted the application-declaration of
Consolidated and CNG Financial Services, Inc. ("CNGF") to become effective.
The authorization allows CNGF to finance the purchase by others of certain
types of gas equipment as follows: (1) standard gas appliances; (2) new
technology equipment such as heat pumps, air conditioning and turbines
fueled by natural gas; and (3) alternate fuel equipment which allows the
use of natural gas instead of coal or some other fuel. Also in such order,
Consolidated was authorized to provide CNGF with up to an aggregate of $25
million in funds, on a revolving basis, through December 31, 1998, to
enable CNGF to make gas equipment financing loans to customers.
Consolidated can fund CNGF by (1) purchasing CNGF common stock, $10,000 par
value, (2) providing open account advances to CNGF, or (3) providing long
term loans to CNGF.
CNGF initially issued 5 shares of common stock to Consolidated for
$50,000. CNGF has essentially remained an inactive corporation and has
engaged in no external business transactions to date. The authorization
under the order of February 23, 1995 expired as of December 31, 1998. Any
further transactions by CNGF will be reported under Rule 52.
File No. 70-7641:
By orders dated January 9, 1991, February 28, 1991, May 7, 1991, July
6, 1993 and September 12, 1996 (HCAR Nos. 25239, 25263, 25308, 25845 and
<PAGE> 9
26571, respectively) ("Orders"), in the above-captioned proceeding, the SEC
permitted the application-declaration of CNG Transmission Corporation
("Transmission") and CNG Iroquois, Inc. ("CNGI"), as amended, to become
effective, thereby authorizing Transmission to provide financing to CNGI
through the purchase of common stock of CNGI and/or the making of open
account advances to CNGI. Transmission and CNGI were also authorized by
the Orders to provide guaranties and indemnities on behalf of CNGI and
Iroquois Gas Transmission System, L. P. ("Iroquois"), respectively. The
current authorization for up to an aggregate of $20 million in financing
extends to June 30, 2001. The purpose of the financing is to provide funds
to CNGI for use relating to its 16% general partnership interest in
Iroquois, which owns and operates an interstate natural gas pipeline
extending from the Canadian border to Long Island, New York.
This certificate is filed in accordance with Rule 24 as notification
that the following transactions authorized by the Orders have been carried
out during the reporting quarter in accordance with the terms and
conditions of, and for the purposes represented by, the
application-declaration and the Orders.
(1) Transmission purchased no shares of common stock during the
quarter. As of December 31, 1998, CNGI had 2,394 shares of common
stock outstanding.
(2) No open account advances were made by Transmission to CNGI during
the quarter, and no such open account advances were outstanding as
of December 31, 1998.
<PAGE> 10
(3) CNGI's total investment in Iroquois was $34,408,245 as of December
31, 1998.
(4) A cash distribution of $3,200,000 was received from Iroquois during
this quarter (which would represent CNGI's share from the
partnership distribution).
File No. 70-8447:
By Order dated October 21, 1994, HCAR No. 26148 (the "Order"), the
Securities and Exchange Commission permitted the Application-Declaration of
Consolidated Natural Gas Company, et al. ("Consolidated"), to become
effective, thereby authorizing Consolidated to provide its subsidiary, CNG
Power Company ("CNG Power") up to $2,000,000 in financing through July 1,
2004, to be used by CNG Power to invest in its special purpose wholly-owned
subsidiary, CNG Market Center Services, Inc. ("CNGMC"). (As of January 16,
1995, CNG Energy Company changed its name to CNG Power Company.) Such
financing is provided by Consolidated through the purchase of CNG Power
common stock, the making of open account advances or the making of long-
term loans, in any combination thereof.
CNGMC owns a 50% general partnership interest in 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 (Consolidated'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> 11
This Certificate is filed in accordance with Rule 24, as a notification
that of the various transactions authorized by the Order, the following
have been carried out in accordance with the terms and conditions of and
for the purposes represented by the Application-Declaration and the Order.
The reporting required by the Order for the past semi-annual period is as
follows:
(i) Financial Statements.
The balance sheet and income statement of CNGMC for the reporting
period are filed separately as Exhibit 8447A under a claim for confidential
treatment pursuant to Rule 104(b).
(ii) Description of CNGMC Activities for the Period.
The CNG/Sabine Center began operations on November 1, 1994. The number
of customers and volumes continue to increase. The Center averaged about
1,000,000 dekatherms per day throughput during the reporting period; peak-
day throughput for the reporting period is about 1,600,000 dekatherms. For
this reporting period the Center's transactions consisted of about 10%
transmission or wheeling, 5% loaning; 10% parking, and 75% intra-hub or
title transfer services. As of the current date, the Center has 140
customers under contract. While most of the Center's customers are natural
gas marketers/traders or producers, some are local gas distribution
utilities.
<PAGE> 12
File No. 70-8577:
By Order dated August 28, 1995 ("Order"), HCAR No. 26363, in the above-
captioned proceeding, the Securities and Exchange Commission authorized
Consolidated and CNG Energy Services Corporation ("Energy Services") to
engage in the business of providing ten categories of energy-related
services ("Customer Services") to customers of CNG's local distribution
companies and to others, primarily customers of utilities not affiliated
with CNG.
Energy Services formed a new special-purpose subsidiary, CNG Products
and Services, Inc. ("CNGP&S"), in 1995 to engage in the new business. The
newly formed company was originally called "CNG Special Products and
Services, Inc.", but the name was changed to CNG Products and Services,
Inc. effective November 20, 1995.
By order dated August 27, 1997, HCAR No. 26757, the SEC authorized
CNGP&S to provide five additional categories of services, an enhanced
version of an already authorized category of service, and certain
incidental products and services related to the approved categories.
This quarterly certificate is filed in accordance with Rule 24, as a
notification that of the various transactions authorized, the following
have been carried out in accordance with the terms and conditions of the
Order.
<PAGE> 13
Filed separately as Exhibit 8577A under a request for confidential
treatment pursuant to Rule 104(b) are financial statements of CNGP&S.
1. Description of Revenues.
See Exhbibit 8577A.
2. State Commission Orders.
There are no state commission orders or post-transaction audit
documents relating to CNGP&S to be filed.
3. Services Provided by Affiliates to CNGP&S.
See Exhibit 8577A.
File No. 70-8621:
By Order dated July 26, 1995 ("Order"), HCAR No. 26341, the Securities
and Exchange Commission authorized CNG Energy Services Corporation ("Energy
Services"), a wholly-owned subsidiary of Consolidated Natural Gas Company
("CNG"), to acquire ownership interests with nonaffiliates in projects that
involve gas related activities. This Certificate, a semi-annual report, is
filed in accordance with Rule 24, as a notification that of the various
transactions authorized by the Order, the following have been carried out
in accordance with the terms and conditions thereof.
<PAGE> 14
Energy Services' interests acquired under the above authorization was
transferred to Consolidated in connection with the sale of Energy Services
on July 31, 1998 to an unaffilated third party. Consolidated had the
following investments in nonaffiliated entities authorized under the ordr
of July 26, 1995:
(1). MAIN PASS GAS GATHERING SYSTEM
Energy Services pursuant to this authorization had invested in the
original general partnership, Main Pass Gas Gathering Company, which
constructed a new gas gathering pipeline system in the Main Pass area of
the Gulf of Mexico. On December 31, 1996, Main Pass Gas Gathering Company
was merged with another general partnership, Dauphin Island Gathering
Partners, which operated a nearby system. Consolidated's special-purpose
subsidiary, CNG Main Pass Gas Gathering Corporation, is the "CNG partner"
and holds a 13.6 percent general partnership interest in the new
partnership. Other general partners are subsidiaries of PanEnergy
Corporation, MCN Corporation, Coastal Corporation and Dauphin Island
Gathering Company. As of December 31, 1998, Consolidated has invested
$31,650,000 in CNG Main Pass Gathering Corporation.
(2). MAIN PASS OIL GATHERING SYSTEM
As of December 31, 1998, Consolidated has invested $14,623,000 in a
general partnership, Main Pass Oil Gathering Company, which operates a
<PAGE> 15
pipeline system in the Main Pass and Viosca Knoll areas to gather oil
generated in conjunction with the operation of gas fields in such areas of
the Gulf of Mexico. Consolidated's special-purpose subsidiary, CNG Oil
Gathering Corporation, is the "CNG Partner" and holds a 33-1/3 percent
general partnership interest in the partnership. Other parties are
subsidiaries of PanEnergy Corporation and Amoco.
To date, no parent guarantees have been issued, by CNG for the account
of Energy Services or by Energy Services for any of its subsidiaries, for
any of the investments with nonaffiliates authorized and reported in this
proceeding.
File No. 70-8631:
By order dated April 30, 1996, HCAR No. 26512, the SEC permitted the
application-declaration of Consolidated and Energy Services to become
effective, thereby authorizing Energy Services to organize and acquire a
new special purpose subsidiary, CNG Energy Arbitrage Corporation ("CNG
Energy Arbitrage"). CNG Energy Arbitrage was to, in turn, acquire a one-
third general partnership interest in Energy Alliance Partnership ("Energy
Alliance"), a to-be-formed Delaware partnership. The other general
partners were to be Noverco Energy Services (U.S.) Inc., a wholly-owned
subsidiary of Noverco, Inc., and H.Q. Energy Services (U.S.) Inc., a
wholly-owned subsidiary of Hydro-Quebec.
<PAGE> 16
Energy Alliance was to engage in the business of marketing electricity,
gas and other fuels, initially in the northeastern and middle Atlantic
United States. Mirror image parent-subsidiary debt and/or equity financing
of up to $10 million by Consolidated, Energy Services and CNG Arbitrage was
also authorized.
To date neither CNG Arbitrage nor Energy Alliance has been formed due
to the inability to obtain an order of the Federal Energy Regulatory
Commission permitting Energy Alliance to be a wholesale marketer of
electricity; consequently there are no business or financing transactions
to be reported under the above file number. A preliminary agreement among
the prospective partners in Energy Alliance expired on December 31, 1996.
File No. 70-8853:
By Order dated August 2, 1996, HCAR No. 26551, the Commission
authorized CNG to issue parent guarantees through March 31, 2001, for CNG
Power Services Corporation ("Power Services") its wholly-owned subsidiary
for amounts not to exceed $250 million outstanding at any time. Power
Services was during the period engaged in the purchase and sale of
electricity at wholesale.
Reference is made to the disclosure under "INTRASYSTEM FINANCING"
Section 4(c) above. Of the total guarantee exposure stated there, $17
million relates to guarantees on behalf of Power Services.
<PAGE> 17
File No. 70-8883:
By order dated January 15, 1997, HCAR No. 26652, the SEC authorized
Energy Services to invest, through December 31, 2001, up to $250 million to
expand its business to market electricity and other energy commodities and
to engage in fuel management and other incidental related activities. In
pursuit of such activities, Energy Services was authorized to acquire
interests in other entities. Such entities may be corporations,
partnerships, limited liability companies, joint ventures or other types of
entities in which Energy Services might have a 100% interest, a majority
interest equity or debt position, or a minority equity or debt position.
CNG Retail Services Corporation ("CNG Retail") was formed on January
30, 1997 pursuant to the order to engage in the business of selling natural
gas and other products at retail. Pursuant to HCAR No. 26900, dated July
29, 1998, CNG Retail succeeded to the authorizations and reporting
obligations under File No. 70-8883 subsequent to the sale of Energy
Services by CNG to an unaffiliated party.
This quarterly certificate is filed in accordance with Rule 24, as a
notification that of the various transactions authorized, the following
have been carried out in accordance with the terms and conditions of the
aforesaid order.
<PAGE> 18
1. Financial Statements.
A balance sheet and income statement for CNG Retail are filed
separately as Exhibit 8883A under a request for confidential treatment
pursuant to Rule 104(b).
2. Source of Revenues.
See the last paragraph on page 2 of this filing. In view of the
cessation of Energy Services as an affiliate company in the CNG system, the
ratios formerly required under this heading can no longer be provided.
3. FERC Filings.
The transaction information contained in the attachment to the CNG
Retail power marketing informational filing made with the FERC during the
quarter is filed separately as Exhibit 8883B under a claim for confiential
treatment pursuant to Rule 104(b).
4. Parent Credit Support.
There were no new parent credit support agreements entered on behalf of
CNG Retail during the reporting period.
<PAGE> 18
Each respective "past tense" opinion required by paragraph F(2) of
the instructions as to exhibits for Form U-1 will be filed when all
transactions authorized under the respective order have been consummated.
CONSOLIDATED NATURAL GAS COMPANY
CNG COAL COMPANY
CNG PRODUCING COMPANY
CNG PIPELINE COMPANY
CNG RESEARCH COMPANY
CNG STORAGE SERVICE COMPANY
CNG POWER COMPANY
CNG TRANSMISSION CORPORATION
CNG PRODUCTS AND SERVICES, INC.
CNG MARKET CENTER SERVICES, INC.
CNG FINANCIAL SERVICES, INC.
CONSOLIDATED NATURAL GAS SERVICE
COMPANY, INC.
CONSOLIDATED SYSTEM LNG COMPANY
HOPE GAS, INC.
THE EAST OHIO GAS COMPANY
THE PEOPLES NATURAL GAS COMPANY
VIRGINIA NATURAL GAS INC.
By N. F. Chandler
Their Attorney
Dated this 26th day
of March, 1999
<PAGE> 1 Exhibit A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
CNG Transmission Corporation
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which
issue, renewal or guaranty was exempted from the provisions of Section 6(a)
of the Act and was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule U-48.
1. Type of the security or securities:
(a) Promissory note.
(b) 1,100 shares of Common Stock of the CNG Transmission
Corporation ("Common Stock").
2. Issue, renewal or guaranty:
(a) and (b) Issue.
3. Principal amount of each security:
(a) $50,000,000
(b) $10,000 par value per share of Common Stock.
4. Rate of interest per annum of each security:
(a) 6.2%
(b) Not applicable.
5. Date of issue, renewal or guaranty of security:
(a) and (b) December 30, 1998.
6. If renewal of security, give date of original issue:
(a) and (b) Not applicable.
7. Date of maturity of each security:
(a) September 30, 2010
(b) Not applicable.
<PAGE> 2 Exhibit A-1
Continued
8. Name of the person to whom each security was issued, renewed or
guaranteed:
(a) and (b) Consolidated Natural Gas Company.
9. Collateral given with each security, if any:
(a) and (b) None.
10. Consideration received for each security:
(a) $50,000,000
(b) $10,000 per share or $11,000,000 total consideration.
11. Application of proceeds of each security:
(a) and (b) To meet long-term financing requirements of the
Company.
12. The issue, renewal or guaranty of each security was exempt from the
provisions of Section 6(a) because of the provisions contained in
any rule of the Commission other than Rule U-48.
13. If the security or securities were exempt from the provisions of
Section 6(a) by virtue of the first sentence of Section 6(b), give
the figures which indicate that the security or securities
aggregate (together with all other than outstanding notes and
drafts of a maturity of nine months or less, exclusive of days of
grace, as to which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and par value of
the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall
be considered as maturing in not more than nine months for purposes
of the exemption from Section 6(a) of the Act granted by the first
sentence of Section 6(b)):
(a) and (b) Not applicable.
14. If the security or securities are exempt from the provisions of
Section 6(a) because of the fourth sentence of Section 6(b), name
the security outstanding on January 1, 1935, pursuant to the terms
of which the security or securities herein described have been
issued.
(a) and (b) Not applicable.
<PAGE> 3 Exhibit A-1
Continued
15. If the security or securities are exempt from the provisions of
Section 6(a) because of any rule of the Commission other than Rule
U-48 designate the rule under which exemption is claimed.
(a) and (b) Rule 52.
CNG Transmission Corporation
By: N. F. Chandler
Its Attorney
Date: March 26, 1999
<PAGE> 4 Exhibit A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
Virginia Natural Gas, Inc.
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which
issue, renewal or guaranty was exempted from the provisions of Section 6(a)
of the Act and was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule U-48.
1. Type of the security or securities:
(a) Promissory note.
(b) 100 shares of Common Stock of Virginia Natural Gas, Inc.
("Common Stock").
2. Issue, renewal or guaranty:
(a) and (b) Issue.
3. Principal amount of each security:
(a) $55,000,000
(b) $40,000 per share of Common Stock.
4. Rate of interest per annum of each security:
(a) 6.2%
(b) Not applicable.
5. Date of issue, renewal or guaranty of security:
(a) December 15, 1998
(b) December 30, 1998
6. If renewal of security, give date of original issue:
(a) and (b) Not applicable
7. Date of maturity of each security:
(a) September 30, 2010
(b) Not applicable.
<PAGE> 5 Exhibit A-2
Continued
8. Name of the person to whom each security was issued, renewed or
guaranteed:
(a) and (b) Consolidated Natural Gas Company
9. Collateral given with each security, if any:
(a) and (b) None.
10. Consideration received for each security:
(a) $55,000,000
(b) $40,000 per share or $4,000,000 total consideration.
11. Application of proceeds of each security:
(a) and (b) To meet long-term financing requirements of the
Company.
12. The issue, renewal or guaranty of each security was exempt from the
provisions of Section 6(a) because of the provisions contained in
any rule of the Commission other than Rule U-48.
13. If the security or securities were exempt from the provisions of
Section 6(a) by virtue of the first sentence of Section 6(b), give
the figures which indicate that the security or securities
aggregate (together with all other than outstanding notes and
drafts of a maturity of nine months or less, exclusive of days of
grace, as to which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and par value of
the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall
be considered as maturing in not more than nine months for purposes
of the exemption from Section 6(a) of the Act granted by the first
sentence of Section 6(b)):
(a) and (b) Not applicable.
14. If the security or securities are exempt from the provisions of
Section 6(a) because of the fourth sentence of Section 6(b), name
the security outstanding on January 1, 1935, pursuant to the terms
of which the security or securities herein described have been
issued.
(a) and (b) Not applicable.
<PAGE> 6 Exhibit A-2
Continued
15. If the security or securities are exempt from the provisions of
Section 6(a) because of any rule of the Commission other than Rule
U-48 designate the rule under which exemption is claimed.
Rule 52.
Virginia Natural Gas, Inc.
By: N. F. Chandler
Its Attorney
Date: March 26, 1999
<PAGE> 7 Exhibit A-3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
CNG Producing Company
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which
issue, renewal or guaranty was exempted from the provisions of Section 6(a)
of the Act and was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule U-48.
1. Type of the security or securities:
Promissory note.
2. Issue, renewal or guaranty:
Issue.
3. Principal amount of each security:
$25,000,000
4. Rate of interest per annum of each security:
6.2%
5. Date of issue, renewal or guaranty of security:
December 30, 1998
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
September 30, 2010
8. Name of the person to whom each security was issued, renewed or
guaranteed:
Consolidated Natural Gas Company
9. Collateral given with each security, if any:
None.
<PAGE> 8 Exhibit A-3
Continued
10. Consideration received for each security:
$25,000,000
11. Application of proceeds of each security:
To meet long-term financing requirements of the Company.
12. The issue, renewal or guaranty of each security was exempt from the
provisions of Section 6(a) because of the provisions contained in
any rule of the Commission other than Rule U-48.
13. If the security or securities were exempt from the provisions of
Section 6(a) by virtue of the first sentence of Section 6(b), give
the figures which indicate that the security or securities
aggregate (together with all other than outstanding notes and
drafts of a maturity of nine months or less, exclusive of days of
grace, as to which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and par value of
the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall
be considered as maturing in not more than nine months for purposes
of the exemption from Section 6(a) of the Act granted by the first
sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the provisions of
Section 6(a) because of the fourth sentence of Section 6(b), name
the security outstanding on January 1, 1935, pursuant to the terms
of which the security or securities herein described have been
issued.
Not applicable.
15. If the security or securities are exempt from the provisions of
Section 6(a) because of any rule of the Commission other than Rule
U-48 designate the rule under which exemption is claimed.
Rule 52.
CNG Producing Company
By: N. F. Chandler
Its Attorney
Date: March 26, 1999
