<PAGE> 1
As Filed With the Securities and Exchange Commission on February 3, 1995
File No. 33-54761
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASSOCIATED NATURAL GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1006841
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
370 17th Street, Suite 900
Denver, CO 80202
(303) 595-3331
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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With copies to:
Erik B. Carlson, Esq. Marina Harry, Esq.
Senior Vice President and General Counsel Panhandle Eastern Corporation
Associated Natural Gas Corporation 5400 Westhemer Ct.
370 17th Street, Suite 900 Houston, TX 77056-5310
Denver, CO 80202 (713) 628-5211
(303) 595-3331
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[ ]
If any of the securities being registered on this Form are being
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 ]
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Pursuant to the undertaking in Item 512(a)(3) of Regulation S-K, the
Registrant, Associated Natural Gas Corporation, hereby removes from
registration all of the securities covered by this Registration Statement that
have not been sold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Houston, Texas on the 31st day of January, 1995.
ASSOCIATED NATURAL GAS CORPORATION
By:/s/Donald H. Anderson
Name: Donald H. Anderson
Title: President, Chief Executive Officer,
Director (principal executive
officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<S> <C> <C>
/s/Paul M. Anderson Chairman of the Board,
----------------------- Director January 31, 1995
Paul M. Anderson
/s/Donald H. Anderson President, Chief Executive
--------------------- Officer, Director (principal
Donald H. Anderson executive officer) January 31, 1995
/s/J. B. Hipple Senior Vice President, Chief
--------------------- Financial Officer, Director
J. B. Hipple (principal financial officer) January 31, 1995
/s/William S. Dickey Vice President Finance and
-------------------- Controller (principal accounting
William S. Dickey officer) January 31, 1995
/s/ Dennis R. Hendrix Director January 31, 1995
----------------------
Dennis R. Hendrix
/s/George L. Mazanec Director January 31, 1995
-----------------------
George L. Mazanec
</TABLE>
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