As filed with the Securities and Exchange Commission on December 15, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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CONSOLIDATED NATURAL GAS COMPANY
(Exact name of Registrant as specified in its charter)
Delaware 13-0596475
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(412) 690-1000
(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) 690-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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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) 690-1000
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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. / /
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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. / /
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. / /
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount To Be Offering Price Aggregate Registration
Securities To Be Registered Registered Per Security (1) Price (1) Fee
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Debt Securities............................. $1,000,000,000 100% $1,000,000,000 $264,000
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(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
<PAGE>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securiites and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS Subject to Completion, Dated December 15, 1999
$1,000,000,000
Consolidated Natural Gas Company
Debt Securities
We may offer from time to time our debt securities, which may be offered
separately or together in one or more series, up to an aggregate public offering
price of $1,000,000,000. The debt securities will be offered at individual
prices and on terms to be determined in light of market conditions at the time
of the offering and in conformity with the requirements of the Public Utility
Holding Company Act of 1935.
The specific terms of the debt securities in respect of which this
prospectus is being delivered will be set forth in one or more prospectus
supplements.
We are a Delaware corporation organized on July 21, 1942. Our principal
executive offices are located at CNG Tower, 625 Liberty Avenue, Pittsburgh,
Pennsylvania 15222-3199, and our telephone number is (412) 690-1000.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is , .
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TABLE OF CONTENTS
Page
Where You Can Find More Information...........................................1
Forward-Looking Statements....................................................2
The Company and Its Subsidiaries..............................................3
Information on Dominion Resources, Inc........................................4
Use of Proceeds...............................................................4
Certain Terms and Descriptions of Debt Securities and Indenture...............4
Book-Entry Securities........................................................12
Plan of Distribution.........................................................14
Legal Opinions...............................................................14
Experts......................................................................15
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended. The Exchange Act file number for our SEC
filings is 1-03196. You may read and copy any document we file at the following
SEC public reference rooms:
Judiciary Plaza 500 West Madison Street 7 World Trade Center
450 Fifth Street, N.W. 14th Floor Suite 1300
Room 1024 Chicago, Illinois 60661 New York, New York 10048
Washington, D.C. 20549
You may obtain information on the operation of the public reference room in
Washington, D.C. by calling the SEC at 1-800-SEC-0330.
We file information electronically with the SEC. Our SEC filings are
available from the SEC's Internet site at http://www.sec.gov, which contains
reports, proxy and information statements, and other information regarding
issuers that file electronically. We maintain an Internet site at
http://www.cng.com, which also contains the documents we file electronically
with the SEC.
Our annual, quarterly and special reports, proxy statements and other
information may also be inspected at the office of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, on which certain of our securities
are traded.
The SEC allows us to "incorporate by reference" certain documents we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information in the documents incorporated
by reference is considered a part of this prospectus, and information in the
documents that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act.
o our Annual Report on Form 10-K for the year ended December 31, 1998;
o our Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 1999, June 30, 1999 and September 30, 1999;
o our Current Reports on Form 8-K filed on March 1, 1999, May 7, 1999, May
20, 1999 and July 1, 1999;
o our definitive proxy statement dated February 22, 1999; and
o our definitive joint proxy statement/prospectus dated May 24, 1999.
We will provide a copy of the documents we incorporate by reference, at no
cost, to any person who receives this prospectus, including any beneficial
owner. To request a copy of any or all of these documents, you should write or
telephone us at the following address and telephone number:
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Avenue
Pittsburgh, PA 15222-3199
Attention: Corporate Secretary
Telephone No. (412) 690-1183
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FORWARD-LOOKING STATEMENTS
This document includes and incorporates "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified by the context of the statement and will
include words such as we "believe," "anticipate," "expect" or words of similar
import. Similarly, statements that describe our future plans, objectives or
goals are also forward-looking statements. Such statements may address future
events and conditions concerning our pending merger with Dominion Resources,
Inc., capital expenditures, earnings, risk management, litigation, year 2000
technology issues and costs, environmental matters, rate and other regulatory
matters, liquidity and capital resources, and financial accounting and reporting
matters. Actual results in each instance could differ materially from those
currently anticipated in such statements, due to factors such as: natural gas
and electric industry restructuring, including ongoing state and federal
activities; the weather; demographics; general economic conditions and specific
economic conditions in our distribution service areas; developments in the
legislative, regulatory and competitive environment in which we operate; and
other circumstances affecting anticipated revenues and costs.
Risks in connection with our year 2000 efforts include our ability to
identify, correct and test, in a timely manner, potential year 2000 problems
which could have a significant impact on specific businesses, functions or
processes, and the ability of third party vendors, business partners and
customers to ensure year 2000 readiness of their systems and business
operations.
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THE COMPANY AND ITS SUBSIDIARIES
We are engaged solely in the business of owning and holding the outstanding
securities of directly owned subsidiary companies. We are a public utility
holding company regulated under the Public Utility Holding Company Act of 1935.
We (through our subsidiaries) are engaged in all phases of the natural gas
business -- distribution, transmission and exploration and production. Our
principal subsidiaries are described below.
Our public utility subsidiaries are The East Ohio Gas Company, The Peoples
Natural Gas Company, Virginia Natural Gas, Inc. and Hope Gas, Inc. Principal
cities served at retail are: Cleveland, Akron, Youngstown, Canton, Warren, Lima,
Ashtabula and Marietta in Ohio; Pittsburgh (a portion), Altoona and Johnstown in
Pennsylvania; Norfolk, Newport News, Virginia Beach, Chesapeake, Hampton and
Williamsburg in Virginia; and Clarksburg and Parkersburg in West Virginia.
CNG Transmission Corporation operates a regional interstate pipeline system
and provides gas transportation and storage services to each of our public
utility subsidiaries and to non-affiliated utilities, end-users and others in
the Midwest, the Mid-Atlantic states and the Northeast. Through its wholly owned
subsidiary, CNG Iroquois, Inc., CNG Transmission holds a 16 percent general
partnership interest in the Iroquois Gas Transmission System, L.P., that owns
and operates an interstate natural gas pipeline extending from the Canada-United
States border near Iroquois, Ontario, to Long Island, New York. The Iroquois
pipeline transports Canadian gas to utility and power generation customers in
metropolitan New York and New England. CNG Transmission Corporation is subject
to regulation by the Federal Energy Regulatory Commission.
CNG Producing Company is our exploration and production subsidiary. It
explores for and produces gas and oil primarily in the Gulf of Mexico, the
southern and western United States, the Appalachian region and Canada.
CNG Retail Services Corporation was created in 1997 to market natural gas,
electricity and related products and services to residential, commercial and
small industrial customers. CNG Products and Services, Inc. also provides
energy-related services to customers of our local distribution subsidiaries and
others.
CNG International Corporation was formed in 1996 to invest in foreign
energy activities. It currently holds interests in companies owning and
operating gas pipelines in Australia, and gas and electric utility companies in
Argentina.
On February 22, 1999, we announced with Dominion Resources, Inc. that a
definitive merger agreement was approved by the boards of directors of both
companies. Dominion Resources is a holding company with businesses in regulated
and competitive electric power, natural gas and oil development and selected
financial services. Dominion Resources's principal business subsidiary is
Virginia Electric and Power Company, a regulated public utility engaged in the
generation, transmission, distribution and sale of electric energy in Virginia
and northeastern North Carolina.
Under the merger agreement, as amended, our shareholders would receive a
combination of Dominion Resources common stock and cash with an aggregate firm
value of $66.60 per share of common stock. Up to 60% of the consideration to our
shareholders will be in the form of Dominion Resources common stock and the
balance will be in cash. The companies anticipate that as a result of the
merger, we will become a wholly owned subsidiary of Dominion Resources. After
the merger, Dominion Resources will not guarantee any of the debt securities
offered hereby.
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Dominion Resources has publicly announced that it expects to obtain
required SEC approval under the Public Utility Holding Company Act of 1935 of
its plan to have us become a wholly owned subsidiary of Dominion Resources. In
the event that SEC approval of this structure is not obtained, the merger
agreement provides for an alternative structure under which we would be merged
into Dominion Resources with Dominion Resources as the surviving entity. For a
further discussion about the Dominion Resources transaction, see our joint proxy
statement/prospectus incorporated by reference in this prospectus.
The merger transaction is conditioned, among other things, upon the
approvals of shareholders of both companies, opinions of counsel on the tax-free
nature of the stock portion of the transaction, approvals of various federal
regulatory agencies, and the completion of regulatory processes in the states
where the combined company will operate. The transaction is not conditioned upon
obtaining financing. As of now, the merger has been approved by shareholders of
both companies, the Federal Energy Regulatory Commission, the Federal Trade
Commission and regulators in Virginia, Pennsylvania, Ohio, North Carolina and
West Virginia. The Virginia State Corporation Commission's approval is based on
our agreement to sell or spin off Virginia Natural Gas, Inc. within 12 months
after the merger is completed and is subject to certain conditions, one of which
is that the approvals issued by the SEC are not inconsistent with the Virginia
commission's order. The SEC is the only remaining governmental or regulatory
body required to approve the merger.
Due to the pending merger, Fitch IBCA, Moody's Investors Service and
Standard & Poor's are reviewing our rated debt for a possible downgrade.
INFORMATION ON DOMINION RESOURCES, INC.
While we have included in and incorporated in this prospectus by reference
information concerning Dominion Resources, Inc. to the extent it is known or
reasonably available to us, as of the date of this prospectus, Dominion
Resources is not affiliated with us. Although we have no knowledge that would
indicate that statements relating to Dominion Resources included in and
incorporated by reference in this prospectus in reliance upon publicly available
information are inaccurate or incomplete, we were not involved in the
preparation of such information and statements and, for the foregoing reasons,
are not in a position to verify any such information or statements.
USE OF PROCEEDS
The proceeds from the sale of the debt securities will be added to our
treasury funds and subsequently used to finance capital expenditures, for
general corporate purposes, to purchase our common stock in the open market
and/or to acquire, retire or redeem debt securities issued by us as authorized
by the SEC under the Holding Company Act. The balance of funds required for
these purposes is expected to be obtained principally from internal cash
generation and the issuance of other debt or equity securities. Reference is
made to the documents incorporated by reference herein for information relating
to estimated capital expenditures.
CERTAIN TERMS AND DESCRIPTIONS OF
DEBT SECURITIES AND INDENTURE
The debt securities offered by this prospectus will be issued in one or
more series under an indenture dated as of April 1, 1995 between our company and
United States Trust Company of New York, as trustee, the form of which is
incorporated by reference in the registration statement of which this prospectus
is a part.
The following summaries of certain provisions of the indenture are not
complete and are qualified in their entirety by express reference to the
indenture and the securities resolutions or supplemental indentures establishing
each series of the debt securities (copies of which have been or will be filed
with the SEC). The term "debt securities" means the debt securities of our
company, including but not limited to the debt securities offered by
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this prospectus, that are issued under the indenture described above. Certain
terms defined in the indenture are used in this summary without definition.
The indenture does not limit the amount of debt securities that can be
issued thereunder and provides that the debt securities may be issued from time
to time in one or more series pursuant to the terms of one or more securities
resolutions or supplemental indentures establishing such series. As of the date
of this prospectus, there were debt securities aggregating $1,350 million
outstanding under the indenture. The debt securities will be unsecured and will
rank on a parity with all of our other unsecured and unsubordinated debt.
Although the indenture provides for the possible issuance of debt securities in
other forms or currencies, the only debt securities covered by this prospectus
will be debt securities denominated in U.S. dollars in registered form without
coupons. Consequently, information contained in the indenture relating to the
offer and sale of debt securities in other forms or currencies is not provided
in this prospectus.
Certain Terms of the Debt Securities
Please refer to the prospectus supplement for the following terms, if
applicable, of the debt securities offered thereby:
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o the designation, aggregate principal amount o any tax indemnity provisions
and denominations
o the price at which such debt securities will be o the portion of principal payable upon acceleration
issued and, if an index, formula or other method of a Discounted Security (as defined below)
is used, the method for determining amounts of
principal or interest
o the maturity date and other dates, if any, on o whether and upon what terms debt securities may be
which principal will be payable defeased
o the interest rate (which may be fixed or o any events of default or restrictive covenants in
variable), if any addition to or in lieu of those set forth in the
indenture
o the date or dates from which interest will accrue o provisions for electronic issuance of debt
and on which interest will be payable, and the securities or for debt securities in
record dates for the payment of interest uncertificated form
o the manner of paying principal or interest o any additional provisions or other special terms
not inconsistent with the provisions of the
indenture, including any terms that may be
required or advisable under United States or other
applicable laws or regulations, or advisable in
connection with the marketing of the debt
securities (Section 2.01)
o the place or places where principal and interest
will be payable
o the terms of any mandatory or optional redemption
by us
o the terms of any redemption at the option of
holders
o whether such debt securities are to be represented
in whole or in part by a debt security in global
form and, if so, the identity of the depositary
for any global security
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We may issue the debt securities of a series in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the prospectus supplement relating to the series.
Global securities may be issued in registered or uncertificated form and in
either temporary or permanent form. Unless and until it is exchanged in whole or
in part for debt securities in definitive form, a global security may not be
transferred except as a whole by the depositary to a nominee or a successor
depositary. (Section 2.12) The specific terms of the depositary arrangement with
respect to any debt securities of a series will be described in the prospectus
supplement relating to the series.
We may issue debt securities of any series as registered debt securities or
uncertificated securities, as specified in the terms of the series. (Section
2.01) Unless otherwise indicated in the prospectus supplement, we will issue
registered debt securities in denominations of $1,000 and whole multiples
thereof. We will issue global securities in a denomination or aggregate
denominations equal to the aggregate principal amount of outstanding debt
securities of the series to be represented by such global security or
securities.
Debt securities may be issued under the indenture as Discounted Securities
to be offered and sold at a substantial discount from the principal amount
thereof. Special United States federal income tax and other considerations
applicable thereto will be described in the prospectus supplement relating to
such Discounted Securities.
"Discounted Security" means a debt security where the amount of principal
due upon acceleration is less than the stated principal amount.
Certain Covenants
The debt securities will not be secured by any properties or assets and
will represent unsecured debt of our company. The indenture does not limit the
amount of unsecured debt that we can incur.
As discussed below, the indenture includes certain limitations on our
ability to create liens and to enter into sale and leaseback transactions. The
covenants described below will apply unless otherwise indicated in a prospectus
supplement, and any obligations thereunder are subject to termination upon
defeasance. See "Legal Defeasance and Covenant Defeasance" below. The covenants
contained in the indenture do not afford holders of the debt securities
protection in the event of a highly leveraged or other transaction involving our
company that may adversely affect holders of the debt securities.
Limitation on Liens
The debt securities will be entitled to the benefit of a covenant in the
indenture which provides that we shall not, and shall not permit any Restricted
Subsidiary to, incur any mortgage, pledge, security interest or lien
(collectively, "Lien") on Principal Property to secure a Debt unless:
(1) the Lien equally and ratably secures the debt securities and the
Debt provided that the Lien may not secure an obligation of our company
that is subordinated to the debt securities;
(2) the Lien secures Debt incurred to finance all or some of the
purchase price or the cost of construction or improvement of our property
or the property of a Restricted Subsidiary and does not extend to any other
Principal Property (other than to unimproved real property used for the
construction or improvement) owned by us or a Restricted Subsidiary at the
time the Lien is incurred and which Lien may not be incurred more than one
year after the later of the (a) acquisition, (b) completion of construction
or improvement, or (c) commencement of full operation of the property
subject to the Lien;
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(3) the Lien is on property of a corporation at the time the
corporation merges into or consolidates with us or a Restricted Subsidiary;
(4) the Lien is on property at the time our company or a Restricted
Subsidiary acquires the property;
(5) the Lien is on property of a corporation at the time the
corporation becomes a Restricted Subsidiary;
(6) the Lien secures Debt of a Restricted Subsidiary owing to us or
another Restricted Subsidiary;
(7) the Lien is in favor of a government or governmental entity and
secures (a) payments pursuant to a contract or statute, (b) the ability of
our company to maintain self-insurance under or participate under any State
insurance fund under legislation designated to insure our employees against
injury or occupational diseases, or (c) Debt incurred to finance all or
some of the purchase price or cost of construction or improvement of the
property subject to the Lien;
(8) the Lien secures Debt which is payable, both with respect to
principal and interest, solely out of the proceeds of oil, gas, coal or
other minerals to be produced from the property subject thereto and to be
sold or delivered by us or a Subsidiary, including any interest of the
character commonly referred to as a "production payment";
(9) the Lien is created or assumed by a Subsidiary on oil, gas, coal
or other mineral property owned or leased by a Subsidiary to secure Debt of
such Subsidiary for the purposes of developing such properties, including
any interest of the character commonly referred to as a "production
payment"; provided, however, that neither we nor any other Subsidiary shall
assume or guarantee such Debt or otherwise be liable in respect thereof;
(10) the Lien extends, renews or replaces in whole or in part a Lien
("existing Lien") permitted by any of clauses (1) through (9) provided that
the Debt secured by the Lien may not exceed the Debt secured at the time by
the existing Lien unless the existing Lien or a predecessor Lien was
incurred under clause (1) or (6) and the Lien may not extend beyond (a) the
property subject to the existing Lien (other than property that at the time
is not Principal Property) and (b) improvements and construction on such
property;
(11) the Debt plus all other Debt secured by Liens on Principal
Property at the time does not exceed 10% of Consolidated Net Tangible
Assets (excluding from all other Debt in the determination:
(a) Debt secured by a Lien permitted by any of clauses (1)
through (10) and (12), and
(b) Debt secured by a Lien incurred prior to the date of the
indenture that would have been permitted by any of those clauses if
the indenture had been in effect at the time the Lien was incurred),
provided that Attributable Debt for any lease permitted by clause (3) under
"Limitation on Sale and Leaseback" below must be included in the
determination and treated as Debt secured by a Lien on Principal Property
not otherwise permitted by any of clauses (1) through (10) or (12)); or
(12) the Lien is a Permitted Lien.
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(Section 4.04)
"Attributable Debt" for a lease means, as of the date of determination, the
present value of net rent for the remaining term of the lease. Rent shall be
discounted to present value at a discount rate that is compounded semiannually.
The discount rate shall be 10% per annum or, if we elect, the discount rate
shall be equal to the weighted average Yield to Maturity of the debt securities.
Such average shall be weighted by the principal amount of the securities of each
series issued under the indenture or, in the case of Discounted Securities, the
amount of principal that would be due as of the date of determination if payment
of the debt securities were accelerated on that date. (Section 4.01)
"Consolidated Net Tangible Assets" means total assets less
(a) total current liabilities (excluding short-term Debt and payments
due within one year on Long-Term Debt) and deferred credits,
(b) intangible assets, including, without limitation, goodwill,
copyrights, trademarks, trade names, patents and unamortized debt discount
and expense,
(c) reserves, including reserves for estimated rate refunds pending
the outcome of a rate proceeding to the extent such refunds have not been
finally determined, but excluding reserves for deferred differences,
(d) advances to finance oil and natural gas exploration and
development to the extent that the Debt related thereto is excluded from
Long-Term Debt,
(e) an amount equal to the amount excluded from Long-Term Debt
representing "production payment" financing of oil or natural gas
exploration and development by us or our consolidated Subsidiaries, and
(f) minority interests in common stocks and surplus in Subsidiaries,
in each case as reflected in our most recent consolidated balance sheet
preceding the date of a determination under clause (11) of the first paragraph
under "Limitation on Liens" above. (Section 4.01)
"Debt" means any debt for borrowed money or any guarantee of such a debt;
provided, however, Debt shall not include Debt of a partnership of which a
Subsidiary is a general partner and such Debt shall not include Debt which is
nonrecourse to us or a Subsidiary except, in each case, to the extent of the
investment in such Subsidiary by us or a Subsidiary and any guarantee of our
Debt or the Debt of such Subsidiary by us or such Subsidiary. (Section 4.01)
"Permitted Liens" includes, among other items, the pledge or assignment in
the ordinary course of business of gas inventory, accounts receivable or
customers' installment paper. (Section 4.01)
"Principal Property" means any property or asset used in connection with or
relating to the transmission, distribution, exploration or production of natural
gas whether now or hereafter owned, located in the United States (excluding
territories and possessions), the net depreciated book value of which on the
date as of which the determination is being made exceeds 3% of our Consolidated
Net Tangible Assets, except any such property or asset that in the opinion of
the board or management (evidenced by a certified board resolution or an
officers' certificate delivered to the trustee) is not of material importance to
the total business conducted by us and our consolidated Subsidiaries. (Section
4.01)
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"Restricted Subsidiary" means a Wholly Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories and possessions) and owns a Principal Property. (Section 4.01)
Limitation on Sale and Leaseback
The debt securities will be entitled to the benefit of a covenant in the
indenture which provides that we shall not, and shall not permit any Restricted
Subsidiary to, enter into a Sale-Leaseback Transaction with respect to any
Principal Property acquired or placed into service more than 180 days before the
effective date of such lease unless:
(1) the lease has a term of three years or less;
(2) the lease is between us and a Restricted Subsidiary or between
Restricted Subsidiaries;
(3) either we or a Restricted Subsidiary under any of clauses (2)
through (11) under "Limitation on Liens" above could create a Lien on the
property to secure Debt at least equal in amount to the Attributable Debt
for the lease; or
(4) either we or a Restricted Subsidiary within 180 days of the
effective date of the lease retires our Long-Term Debt or the Long-Term
Debt of a Restricted Subsidiary at least equal in amount to the
Attributable Debt for the lease.
A Debt is retired when it is paid or canceled. However, we or a Restricted
Subsidiary may not receive credit for retirement of: (1) Debt of our company
that is subordinated to the debt securities; or (2) Debt, if paid in cash, that
is owned by us or a Restricted Subsidiary. (Section 4.05)
"Sale-Leaseback Transaction" means an arrangement pursuant to which we or a
Restricted Subsidiary now owns or hereafter acquires a Principal Property,
transfers it to a person, and leases it back from the person. (Section 4.01)
Successor Obligor
The debt securities will be entitled to the benefit of a covenant in the
indenture which provides that we will not consolidate with or merge into, or
transfer all or substantially all of our assets to, any person, unless:
(1) the person is organized under the laws of the United States or a
State thereof;
(2) the person assumes by supplemental indenture all our obligations
under the indenture and the debt securities;
(3) immediately after the transaction no Default (as defined) exists;
and
(4) if as a result of the transaction, a Principal Property would
become subject to a Lien not permitted by the provisions described under
"Limitation on Liens" above, to the extent applicable, we or such person
secures the debt securities equally and ratably with or prior to all
obligations secured by the Lien.
The successor will be substituted for us, and thereafter all of our obligations
under the indenture and the debt securities shall terminate. (Section 5.01)
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Exchange of Debt Securities
Registered debt securities may be exchanged for an equal aggregate
principal amount of registered debt securities of the same series and date of
maturity in such authorized denominations as may be requested upon surrender of
the registered debt securities at an agency of ours maintained for such purpose
and upon fulfillment of all other requirements of the transfer agent. (Section
2.07)
Defaults and Remedies
Unless the securities resolution or supplemental indenture establishing the
terms of a series otherwise provides, an "Event of Default" with respect to the
series of debt securities will occur if:
(1) we default in any payment of interest on any debt securities of
the series when the same becomes due and payable and the Default continues
for a period of 60 days;
(2) we default in the payment of the principal of any debt securities
of the series when the same becomes due and payable at maturity or upon
redemption, acceleration or otherwise;
(3) we default in the payment or satisfaction of any sinking fund
obligation with respect to any debt securities of a series as required by
the securities resolution or supplemental indenture establishing the terms
of such series and the Default continues for a period of 60 days;
(4) we default in the performance of any of our other agreements
applicable to the series and the Default continues for 120 days after the
notice specified in the indenture;
(5) pursuant to or within the meaning of any Bankruptcy Law:
(a) we commence a voluntary case,
(b) we consent to the entry of an order for relief against it in
an involuntary case,
(c) we consent to the appointment of a Custodian for us or for
all or substantially all of our property, or
(d) we make a general assignment for the benefit of our
creditors; or
(6) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:
(a) is for relief against us in an involuntary case,
(b) appoints a Custodian for us or for all or substantially all
of our property, or
(c) orders that we be liquidated;
and the order or decree remains unstayed and in effect for 60 days.
(Section 6.01)
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal
or State law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or a similar official under any Bankruptcy Law.
(Section 6.01)
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A Default under clause (4) is not an Event of Default until the trustee or
the holders of at least 25% in principal amount of the series notify us of the
Default and we do not cure the Default within the time specified after receipt
of the notice. The trustee may require indemnity satisfactory to it before it
enforces the indenture or the debt securities of the series. Subject to certain
limitations, holders of a majority in principal amount of the debt securities of
the series may direct the trustee in its exercise of any trust or power. The
trustee may withhold from holders of the series notice of any continuing default
(except a default in payment of principal or interest) if it determines that
withholding notice is in their interest.
The failure to redeem any debt security subject to a Conditional Redemption
is not an Event of Default if any event on which such redemption is so
conditioned does not occur before the redemption date.
The indenture does not have a cross-default provision. Thus, a default by
us on any other debt (including any other series of debt securities outstanding
under the indenture) would not constitute an Event of Default.
Amendments and Waivers
The indenture and the debt securities may be amended, and any default may
be waived as follows: The debt securities and the indenture may be amended with
the consent of the holders of a majority in principal amount of the debt
securities of all series affected voting as one class. (Section 9.02) A default
on a series may be waived with the consent of the holders of a majority in
principal amount of the debt securities of the series. (Section 6.04) However,
without the consent of each holder affected, no amendment or waiver may:
(Section 9.02)
(1) reduce the amount of debt securities whose holders must consent to
an amendment or waiver,
(2) reduce the interest on or change the time for payment of interest
on any debt security,
(3) change the fixed maturity of any debt security,
(4) reduce the principal of any debt security or reduce the amount of
principal of any Discounted Security that would be due on acceleration
thereof,
(5) change the currency in which principal or interest on a debt
security is payable, or
(6) waive any default in payment of interest on or principal of a debt
security.
Without the consent of any holder, the indenture or the debt securities may be
amended: (Section 9.01)
(1) to cure any ambiguity, omission, defect or inconsistency,
(2) to provide for assumption of our obligations to holders in the
event of a merger or consolidation requiring such assumption,
(3) to provide that specific provisions of the indenture not apply to
a series of debt securities not previously issued,
(4) to create a series and establish its terms,
(5) to provide for a separate trustee for one or more series, or
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<PAGE>
(6) to make any change that does not materially adversely affect the
rights of any holder.
Legal Defeasance and Covenant Defeasance
Debt securities of a series may be defeased in accordance with their terms
and, unless the securities resolution or supplemental indenture establishing the
terms of the series otherwise provides, as set forth below. We at any time may
terminate as to a series all of our obligations (except for certain obligations
with respect to the defeasance trust and obligations to register the transfer or
exchange of a debt security, to replace destroyed, lost or stolen debt
securities and to maintain agents in respect of the debt securities) with
respect to the debt securities of the series and the indenture ("legal
defeasance"). We at any time may terminate as to a series our obligations with
respect to the debt securities of the series under the covenants described under
"Certain Covenants" or other covenants which may be added for the benefit of a
particular series of debt securities ("covenant defeasance").
We may exercise our legal defeasance option notwithstanding our prior
exercise of our covenant defeasance option. If we exercise our legal defeasance
option, a series may not be accelerated because of an Event of Default. If we
exercise our covenant defeasance option, a series may not be accelerated by
reference to the covenants described under "--Certain Covenants" or other
covenants which may be added for the benefit of a particular series of debt
securities. (Section 8.01)
To exercise our legal defeasance option as to a series, we must deposit in
trust (the "defeasance trust") with the trustee money or U.S. Government
Obligations for the payment of principal, premium, if any, and interest on the
debt securities of the series to redemption or maturity and must comply with
certain other conditions. In particular, we must obtain an opinion of tax
counsel that the defeasance will not result in recognition of any gain or loss
to holders of the debt securities for Federal income tax purposes.
"U.S. Government Obligations" are direct obligations of the United States
of America which have the full faith and credit of the United States of America
pledged for payment and which are not callable at the issuer's option, or
certificates representing an ownership interest in such obligations. (Section
8.02)
Trustee
United States Trust Company of New York will act as trustee and registrar
for debt securities issued under the indenture and, unless otherwise indicated
in a prospectus supplement, the trustee will also act as transfer agent and
paying agent with respect to the debt securities. (Section 2.03) We may remove
the trustee with or without cause by giving notice to the trustee six months in
advance provided no Default occurs or is continuing during the six-month period.
(Section 7.07)
BOOK-ENTRY SECURITIES
The debt securities may be issued in the form of one or more global
certificates (collectively, with respect to each series or issue of debt
securities, the "global security") registered in the name of a depositary or a
nominee of a depositary. Unless otherwise specified in the applicable prospectus
supplement, the depositary will be The Depository Trust Company ("DTC"). We have
been informed by DTC that its nominee will be Cede & Co. ("Cede"). Accordingly,
Cede is expected to be the initial registered holder of the debt securities that
are issued in global form. No person that acquires an interest in such debt
securities will be entitled to receive a certificate representing such person's
interest in such debt securities except as set forth herein or in the
accompanying prospectus supplement. Unless and until definitive debt securities
are issued under the limited circumstances described below, all references to
actions by holders of debt securities issued in global form shall refer to
actions taken by DTC upon instructions from its Participants (as defined below),
and all references herein to payments and notices to such holders shall refer to
payments and notices to DTC or Cede, as the registered holder of such debt
securities.
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DTC has informed us that it is a limited purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to Section 17A of the Exchange Act, and
that it was created to hold securities for its participating organizations
("Participants") and to facilitate the clearance and settlement of securities
transactions among Participants through electronic book-entry, thereby
eliminating the need for physical movement of certificates. Participants include
securities brokers and dealers, banks, trust companies and clearing
corporations, and may include certain other organizations. Indirect access to
the DTC system also is available to others such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly ("Indirect Participants").
Holders that are not Participants or Indirect Participants but that desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
debt securities may do so only through Participants and Indirect Participants.
Under a book-entry format, holders may experience some delay in their receipt of
payments, as such payments will be forwarded by the agent designated by us to
Cede, as nominee for DTC. DTC will forward such payments to its Participants,
which thereafter will forward them to Indirect Participants or holders. Holders
will not be recognized by the trustee or us as registered holders of the debt
securities entitled to the benefits of the indenture or the terms of the debt
securities. Holders that are not Participants will be permitted to exercise
their rights as such only indirectly through and subject to the procedures of
Participants and, if applicable, Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations as currently in effect, DTC will be required to make book-entry
transfers of debt securities among Participants and to receive and transmit
payments to Participants. Participants and Indirect Participants with which
holders have accounts with respect to the debt securities similarly are required
to make book-entry transfers and receive and transmit such payments on behalf of
their respective holders.
Because DTC can act only on behalf of Participants, who in turn act only on
behalf of holders or Indirect Participants, and on behalf of certain banks,
trust companies and other persons approved by it, the ability of a holder to
pledge debt securities to persons or entities that do not participate in the DTC
system, or to otherwise act with respect to such debt securities, may be limited
due to the absence of physical certificates for such debt securities.
DTC has advised us that it will take any action permitted to be taken by a
registered holder of any debt securities under the indenture or the terms of the
debt securities only at the direction of one or more Participants to whose
accounts with DTC such debt securities are credited.
A global security will be exchangeable for the relevant definitive debt
securities registered in the names of persons other than DTC or its nominee only
if:
(i) DTC notifies us that it is unwilling or unable to continue as
depository for such global security or if at any time DTC ceases to be a
clearing agency registered under the Exchange Act at a time when DTC is
required to be so registered in order to act as such depository,
(ii) we execute and deliver to the trustee an order complying with the
requirements of the indenture that such global security shall be so
exchangeable or
(iii) there has occurred and is continuing a default in the payment of
principal of, premium, if any, or interest on, the debt securities or an
Event of Default or an event that, with the giving of notice or lapse of
time, or both, would constitute an Event of Default with respect to such
debt securities.
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Any global security that is exchangeable pursuant to the preceding sentence will
be exchangeable for debt securities or definitive debt securities registered in
such names as DTC directs.
Upon the occurrence of any event described in the immediately preceding
paragraph, DTC is generally required to notify all Participants of the
availability through DTC of definitive debt securities. Upon surrender by DTC of
the global security representing the debt securities and delivery of
instructions for re-registration, the trustee will reissue the debt securities
as definitive debt securities, and thereafter the trustee will recognize the
holders of such definitive debt securities as registered holders of debt
securities entitled to the benefits of the indenture or the terms of the debt
securities, as the case may be.
Except as described above, the global security may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or
another nominee of DTC or a successor depositary appointed by us. Except as
described above, DTC may not sell, assign, transfer or otherwise convey any
beneficial interest in a global security evidencing all or part of the debt
securities unless such beneficial interest is in an amount equal to an
authorized denomination for the debt securities.
PLAN OF DISTRIBUTION
We may solicit offers from time to time to sell the debt securities to, for
reoffer to the public through, underwriting syndicates led by one or more
managing underwriters or through one or more underwriters acting alone. The debt
securities may be sold upon receipt of proposals pursuant to competitive
bidding, or as may otherwise be permitted, under the Holding Company Act. We
have also been authorized by the SEC acting under the Holding Company Act to
sell the debt securities through negotiated transactions in public offerings
through underwriters and investment bankers, or to institutional investors in
private placements. We may also sell the debt securities through dealers or
agents.
Any specific managing underwriter or underwriters with respect to the offer
and sale of the debt securities and the members of the underwriting syndicate,
if any, will be named in a prospectus supplement. Underwriters will not be
obligated to make a market in any of the debt securities. Unless otherwise set
forth in a prospectus supplement, underwriters will be obligated to purchase all
of the debt securities offered, subject to certain conditions precedent.
The prospectus supplement will describe the discounts and commissions to be
allowed or paid to underwriters, if any, all other items constituting
underwriting compensation, the discounts and commissions to be allowed or paid
to dealers and agents, if any, and the exchanges, if any, on which the debt
securities will be listed.
Underwriters, dealers and agents may be entitled, under agreements to be
entered into with the us, to indemnification against or to contribution with
respect to certain civil liabilities, including liabilities under the Securities
Act of 1933, as amended.
LEGAL OPINIONS
The legality of the debt securities will be passed upon for us by Stephen
E. Williams, Senior Vice President, General Counsel for our company and our
subsidiary, Consolidated Natural Gas Service Company, Inc., and Norbert F.
Chandler, counsel for our company and a General Attorney of Consolidated Natural
Gas Service Company, Inc.
At November 30, 1999, Mr. Williams owned directly and/or beneficially
30,274 shares of our common stock. As of the same date, Mr. Chandler directly
and/or beneficially owned 6,596 shares of our common.
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Certain legal matters in connection with the debt securities will be passed
upon by Cahill Gordon & Reindel, a partnership including a professional
corporation, New York, New York, for the underwriters or purchasers, if any.
Cahill Gordon & Reindel represents us in various other legal matters.
EXPERTS
The consolidated financial statements of Consolidated Natural Gas Company
and its Subsidiaries incorporated in this prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1998, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The estimates of gas and oil reserves included in the aforesaid 1998 Annual
Report are incorporated in this prospectus by reference thereto in reliance upon
the report of Ralph E. Davis Associates, Inc., independent geologists, as
experts.
The financial statements of Dominion Resources, Inc. and subsidiaries as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998 incorporated by reference in this prospectus have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an itemized statement of the estimated amounts of all
expenses for one offering in connection with the issuance and distribution of
the debt securities. It is likely that an offering of the debt securities will
be made by sales through more than one offering.
Filings Fees, Securities and Exchange Commission(1).............$264,000
Printing or Processing of Registration Statement,
prospectus, Indenture, Definitive debt securities,
Purchase Agreement and other Miscellaneous Papers............100,000
Trustee's Acceptance and other Charges............................10,000
Legal Fees of Counsel for the Trustee..............................5,000
Independent Accountants' Fees and Expenses........................70,000
Rating Fees (Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff & Phelps,
Inc., Fitch Investors Service, Inc.).........................230,000
Blue Sky Legal Fees and Expenses..................................12,000
Service Charges (including legal fees),
Consolidated Natural Gas Service Company, Inc.................25,000
Other Miscellaneous Expenses......................................10,000
---------
Total Expenses..................................................$726,000
=========
(1) To be prorated among the number of offerings by the aggregate amount thereof
if more than one offering.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Fourteenth of the Company's Certificate of Incorporation reads as
follows:
"FOURTEENTH. To the full extent that the General Corporation Law of the
State of Delaware, as the same now exists, permits elimination or limitation of
the liability of directors, no director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
To the full extent permitted by law, all directors of the Corporation shall
be afforded any exemption from liability or limitation of liability permitted by
any subsequent enactment, modification or amendment of the General Corporation
Law of the State of Delaware.
Any repeal or modification of either or both of the foregoing paragraphs by
the stockholders of the Corporation shall not adversely affect any exemption
from liability, limitation of liability, or other right of a director of the
Corporation with respect to any matter occurring prior to such repeal or
modification."
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The Bylaws of the Company provide as follows:
"A. Each person who at any time is, or shall have been a director, officer,
or employee of the Corporation, or serves or has served as a director, officer,
employee, fiduciary or other representative of another company, partnership,
joint venture, trust, association or other enterprise (including any employee
benefit plan), where such service was specifically requested by the Corporation
in accordance with (E) below, or the established guidelines for participation in
outside positions (such service hereinafter being referred to as "Outside
Service"), and is threatened to be or is made a party to any threatened, pending
or completed claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding"), by reason of the fact that he
is, or was, a director, officer, or employee of the Corporation or a director,
officer, employee, fiduciary or other representative of such enterprise, shall
be indemnified against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement ("Loss") actually and reasonably incurred by him
in connection with any such Proceeding to the full extent permitted under the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said Law permitted the Corporation to provide prior to such
amendment). The Corporation shall indemnify any person seeking indemnity in
connection with any Proceeding (or part thereof) initiated by such person only
if such Proceeding (or part thereof) initiated by such person was authorized by
the Board of Directors of the Corporation. With respect to any Loss arising from
Outside Service, the Corporation shall provide such indemnification only if and
to the extent that (i) such other company, partnership, joint venture, trust,
association or enterprise is not legally permitted or financially able to
provide such indemnification, and (ii) such Loss is not paid pursuant to any
insurance policy other than any insurance policy maintained by the Corporation.
B. The right to be indemnified pursuant to the Bylaws shall include the
right to be paid by the Corporation for expenses, including attorneys' fees,
incurred in defending any such Proceeding in advance of its final disposition;
provided, however, that the payment of such expenses in advance of the final
disposition of such Proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director, officer, or
employee, in which such director, officer or employee agrees to repay all
amounts so advanced if it should be determined ultimately that such director,
officer or employee is not entitled to be indemnified under applicable law.
C. The right of any director or officer (but not employee) to be
indemnified or to the reimbursement or advancement of expenses pursuant to the
Bylaws (i) is a contract right based upon good and valuable consideration,
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
Corporation and the director or officer, and (ii) shall continue to exist after
the rescission or restrictive modification hereof with respect to events
occurring prior thereto.
D. The right to be indemnified or to the reimbursement or advancement of
expenses pursuant to the Bylaws shall in no way be exclusive of any other rights
of indemnification or advancement to which any such director, officer or
employee may be entitled, under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer or employee and
shall inure to the benefit of the heirs, executors and administrators of such
person.
E. Any person who is serving or has served as a director, officer, employee
or fiduciary of (i) another corporation of which a majority of the shares
entitled to vote in the election of its directors is held by the Corporation at
the time of such service, or (ii) any employee benefit plan of the Corporation
or any other such corporation, shall be deemed to be doing or have done so at
the request of the Corporation."
The Delaware General Corporation Law, Section 145, provides that a Delaware
corporation has power to indemnify its officers, directors, employees and
agents.
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrants pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in said Act and is,
therefore, unenforceable.
The Company purchases directors' and officers' liability insurance.
ITEM 16. EXHIBITS
Exhibit No. Exhibit
1.1 Standard Purchase Agreement Provisions - debt securities including
Form of Purchase Agreement (incorporated by reference to Exhibit 1 to
Post-Effective Amendment No. 1 to the Company's Registration Statement
on Form S-3 filed on March 14, 1995 (Registration No. 33-52585)).
4.1 Indenture dated as of April 1, 1995 between the Company and the United
States Trust Company of New York (incorporated by reference to Exhibit
4 to Post-Effective Amendment No. 1 to Form S-3, Registration No.
33-52585, filed on March 14, 1995).
5.1* Opinion of Counsel for Consolidated Natural Gas Company as to the
legality of the debt securities being registered.
12.1 Computation of Ratio of Earnings to Fixed Charges for the calendar
years 1994-1998, inclusive (incorporated by reference to Exhibit 12 to
the Company's Annual Report on Form 10-K for the year ended December
31, 1998).
12.2 Computation of Ratio of Earnings to Fixed Charges for the quarter
ended September 30, 1999 (incorporated by reference to Exhibit 12 to
the Company's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1999).
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.
24.1* Power of Attorney (contained on the signature pages hereto).
25.1* Statement of Eligibility of Trustee.
* Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offer
of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That for the purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) In the event that the terms of any offers and sales of the debt
securities are determined by competitive bidding (i) to use its best efforts to
distribute, prior to the opening of bids, to prospective bidders, underwriters
and dealers a reasonable number of copies of a prospectus which at the time
meets the requirements of section 10(a) of the Securities Act of 1933, and
relating to the securities offered at competitive bidding, as contained in the
registration statement together with any supplements thereto and (ii) to file an
amendment to the registration statement reflecting the results of competitive
bidding.
(6) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Company, pursuant to the provisions described under Item 15 above, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in said
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director or officer of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director or officer in connection with the securities being registered hereby
and the Securities and Exchange Commission is still of the same opinion, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in said Act and will be governed by the final adjudication of such
issue.
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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 December
14, 1999.
CONSOLIDATED NATURAL GAS COMPANY
By: /s/ D.M. Westfall
----------------------------------------
Name: D.M. Westfall
Title: Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
George A. Davidson, Jr. and D.M. Westfall and each acting alone, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing necessary or appropriate to be done with this
Registration Statement and any amendments or supplements hereto, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 December 14, 1999
- -------------------------------------- Officer and Director (Principal Executive
G.A. Davidson, Jr. Officer)
/s/ D.M. Westfall Senior Vice President and Chief Financial December 14, 1999
- -------------------------------------- Officer (Principal Financial Officer)
D.M. Westfall
/s/ S. R. McGreevy Vice President, Accounting and Financial December 14, 1999
- -------------------------------------- Control (Principal Accounting Officer)
S. R. McGreevy
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/s/ W.S. Barrack, Jr. Director December 14, 1999
- --------------------------------------
W.S. Barrack, Jr.
/s/ J.W. Connolly Director December 14, 1999
- --------------------------------------
J.W. Connolly
/s/ R.E. Galvin Director December 14, 1999
- --------------------------------------
R.E. Galvin
/s/ R.J. Groves Director December 14, 1999
- --------------------------------------
R.J. Groves
/s/ P.E. Lego Director December 14, 1999
- --------------------------------------
P.E. Lego
/s/ M.A. McKenna Director December 14, 1999
- --------------------------------------
M.A. McKenna
/s/ S.A. Minter Director December 14, 1999
- --------------------------------------
S.A. Minter
/s/ R.P. Simmons Director December 14, 1999
- --------------------------------------
R.P. Simmons
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
1.1* Standard Purchase Agreement Provisions - debt
securities including Form of Purchase
Agreement (incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 1
to the Company's Registration Statement on
Form S-3 filed on March 14, 1995
(Registration No. 33-52585)).
4.1* Indenture dated as of April 1, 1995 between
the Company and the United States Trust
Company of New York (incorporated by
reference to Exhibit 4 to Post-Effective
Amendment No. 1 to Form S-3, Registration No.
33-52585, filed on March 14, 1995).
5.1 Opinion of Counsel for Consolidated Natural
Gas Company as to the legality of the debt
securities being registered.
12.1* Computation of Ratio of Earnings to Fixed
Charges for the calendar years 1994-1999,
inclusive (incorporated by reference to
Exhibit 12 to the Company's Annual Report on
Form 10-K for the year ended December 31,
1998).
12.2* Computation of Ratio of Earnings to Fixed
Charges for the quarter ended September 30,
1999 (incorporated by reference to Exhibit 12
to the Company's Quarterly Report on Form
10-Q for the Quarter ended September 30,
1999).
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.
24.1 Power of Attorney (contained on the signature
pages hereto).
25.1 Statement of Eligibility of Trustee.
* Previously Filed
Exhibit 5.1
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
(412) 690-1000
December 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:
This opinion is rendered in connection with the proposed issue and sale by
Consolidated Natural Gas Company, a Delaware corporation ("Consolidated"), of
debt securities (the "Debt Securities") to be issued from time to time pursuant
to Rule 415 under The Securities Act of 1933, as amended (the "Act"), for an
aggregate initial offering price of up to $1,000,000,000, as described in
Consolidated's Registration Statement on Form S-3 (the "Registration
Statement"), including the prospectus constituting a part thereof, to be filed
with the Securities and Exchange Commission (the "Commission"), relating to the
registration of the Debt Securities 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 Commission 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 (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 Debt Securities.
Consolidated's 1935 Act authorization for the sale and issuance of Debt
Securities in File No. 70-8667 extends through March 31, 2001.
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 Debt Securities offered thereby; (iii)
all Debt 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 Debt 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 the Debt Securities to be issued under the
Indenture, when (i) the Board of Directors and appropriate officer or
officers of Consolidated have 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,
<PAGE>
underwriting or similar agreement approved by the Board of Directors or
appropriate officers of Consolidated, as the case may be, 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 laws relating to
or affecting creditors' rights generally and general principles of equity,
and will be entitled to the benefits of the Indenture.
2. The order of the Commission referred to in subsection (c) of
Section 2 of the Consolidated Natural Gas Company Standard Purchase
Agreement - Debt 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 Debt Securities by Consolidated as contemplated by the Purchase
Agreement.
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. We also hereby consent to the statement
in Note 17 of the Notes to the Financial Statements in Consolidated's Annual
Report on Form 10-K for the year ended December 31, 1998, to the effect that the
ultimate liability arising from the claims and suits pending against
Consolidated will not have a material effect on Consolidated's financial
position, results or operations or cash flows.
Very truly yours,
/s/ S. E. Williams
-----------------------------------------
S. E. Williams
Senior Vice President and General Counsel
/s/ N. F. Chandler
-----------------------------------------
N. F. Chandler
General Attorney
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
December 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 Statement dated May 24, 1999, and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.
/s/ Deloitte & Touche LLP
Richmond, Virginia
December 14, 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
Registration Statement on Form S-3 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 $1,000,000,000
aggregate principal amount of the debt 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 are 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
December 14, 1999
FORM T-1
==============================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
------------------
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _______
------------------
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
------------------
Consolidated Natural Gas Company
(Exact name of obligor as specified in its charter)
Delaware 13-0596475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
(Address of principal executive offices) (Zip Code)
------------------
Debt Securities
(Title of the indenture securities)
==============================================
<PAGE>
-2-
GENERAL
1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, DC
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
The Obligor. currently is not in default under any of its outstanding
securities for which United States Trust Company of New York is Trustee.
Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and
15 of Form T-1 are not required under General Instruction B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State of New
York Banking Department to transact business as a Trust Company,
is incorporated by reference to Exhibit T-1.1 to Form T-1 filed on
September 15, 1995 with the Commission pursuant to the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform
Act of 1990 (Registration No. 33-97056).
T-1.2 -- Included in Exhibit T-1.1 of this Statement of Eligibility.
T-1.3 -- Included in Exhibit T-1.1 of this Statement of Eligibility.
<PAGE>
- 3 -
16. List of Exhibits
(cont'd)
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to Form T-1
filed on September 15, 1995 with the Commission pursuant to the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform
Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee pursuant
to law or the requirements of its supervising or examining
authority.
NOTE
As of December 14, 1999, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2 refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
------------------
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 14th day
of December, 1999
UNITED STATES TRUST COMPANY
OF NEW YORK, Trustee
By: /s/ John Guiliano
---------------------------
John Guiliano
Vice President
<PAGE>
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
January 7, 1997
Securities and Exchange Commission
450 5th Street, NW
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
/s/Gerard F. Ganey
----------------------------------------
By: Gerard F. Ganey
Senior Vice President
<PAGE>
EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
JUNE 30, 1999
($ IN THOUSANDS)
ASSETS
Cash and Due from Banks $ 237,532
Short-Term Investments 155,678
Securities, Available for Sale 505,561
Loans 2,312,569
Less: Allowance for Credit Losses 17,486
Net Loans 2,295,083
Premises and Equipment 56,119
Other Assets 128,087
Total Assets $3,378,060
LIABILITIES
Deposits:
Non-Interest Bearing $ 815,644
Interest Bearing 1,931,882
----------
Total Deposits 2,747,526
Short-Term Credit Facilities 310,113
Accounts Payable and Accrued Liabilities 131,638
Total Liabilities $3,189,277
STOCKHOLDER'S EQUITY
Common Stock 14,995
Capital Surplus 53,041
Retained Earnings 121,974
Unrealized Loss on Securities
Available for Sale (Net of Taxes) (1,227)
----------------
Total Stockholder's Equity 188,783
Total Liabilities and
Stockholder's Equity $3,378,060
I, Richard E. Brinkmann, Managing Director & Comptroller of the named bank do
hereby declare that this Statement of Condition has been prepared in conformance
with the instructions issued by the appropriate regulatory authority and is true
to the best of my knowledge and belief.
Richard E. Brinkmann, Managing Director & Controller
August 8, 1999
