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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
:
In the Matter of :
:
CONSOLIDATED NATURAL GAS COMPANY, ET AL. : CERTIFICATE
: OF
File No. 70-9379 : NOTIFICATION
:
(Public Utility Holding Company Act of 1935) :
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated December 18, 1998 (HCAR No. 26954) in the above
captioned proceedings, the Securities and Exchange Commission
("Commission") permitted the Application-Declaration of The Peoples Natural
Gas Company ("PNG"), a utility subsidiary of Consolidated Natural Gas
Company ("CNG"), a gas registered holding company, and CNG Producing
Company ("CNGP"), a gas and oil exploration and production subsidiary of
CNG, to become effective. The order authorized the sale by PNG of all of
its gas production properties ("Properties") to CNGP. The sale of the
Properties was consummated as of December 31, 1998, subject to final price
adjustment later in 1999.
CNGP paid $18,518,968 (including tax grossup)to PNG for the Properties
on December 31, 1998. As of the end of July 1999, it has been determined
that the final price adjustment will be approximately $192,000, which will
be paid to PNG pursuant to the contract of sale between the two parties.
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The "past tense" opinion required by paragraph F(2) of the instructions
as to exhibits for Form U-1 is filed herewith as Exhibit A.
THE PEOPLES NATURAL GAS COMPANY
CNG PRODUCING COMPANY
By N. F. Chandler
Their Attorney
Dated this 2nd day
of August, 1999
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Exhibit A
August 2, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Peoples Natural Gas Company, et al.
Form U-1 Application-Declaration
File No. 70-9379
Dear Sirs and Madams:
The following opinion is rendered on behalf of The Peoples Natural
Gas Company ("PNG") and CNG Producing Company ("CNGP"), each a Delaware
corporation and a wholly-owned subsidiary of Consolidated Natural Gas
Company, a registered holding company under the Public Utility Holding
Company Act of 1935 ("1935 Act"). This opinion is filed in accordance with
the requirements of Exhibit F(2) of the instructions as to exhibits to Form
U-1 of the Securities and Exchange Commission ("SEC"). This opinion is
rendered with respect to the sale by PNG of its gas producing properties
("Properties") to CNGP, the subject of the subject of the Application-
Declaration ("Application") before the SEC at File No. 70-9379.
I have examined the Certificates of Incorporation and Bylaws of PNG
and CNGP, the agreement of purchase and sale between such parties relating
to the purchase and sale of the Properties, the proceedings before the
Pennsylvania Public Utility Commission with respect to the purchase and
sale, the Application, the SEC's order dated December 18, 1998 (HCAR No.
26954) permitting such Application to become effective, the Rule 24
certificate of notification being filed concurrently herewith, and such
other documents, records, laws and other matters as I deemed relevant and
necessary for the purposes of this opinion.
Based on the aforesaid examination and relying thereon, I am of the
opinion that all requisite action (except for payment of the post-closing
final adjustment amount which is expected to occur in August of 1999) with
respect to the purchase and sale of the Properties has been taken by PNG
and CNGP which are parties to the Application. I am of the further opinion
that:
(a) All state laws applicable to the Proposed Transactions have been
complied with;
(b) CNGP has legally acquired the Properties which are the subject of
the Application; and
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(c) The consummation of the Proposed Transactions did not violate the
legal rights of the holders of any securities issued by CNG or by
any associate company thereof.
I hereby consent to the use of this opinion as an exhibit to the said
certificate of notification being filed pursuant to Rule 24.
Very truly yours,
N. F. Chandler
Attorney
