ASSOCIATED NATURAL GAS CORP
S-8 POS, 1995-02-03
NATURAL GAS TRANSMISSION
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<PAGE>   1
- --------------------------------------------------------------------------------
    As Filed With the Securities and Exchange Commission on February 3, 1995

                                                               File No. 33-34197





                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       to
                                    FORM S-8


                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933




                        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)                                           Identification No.)

370 17th Street, Suite 900, Denver, CO                              80202
- ----------------------------------------                          ----------
(Address of principal executive offices)                          (Zip Code)



             1989 Non-Qualified Stock Option Plan for Directors of
                       Associated Natural Gas Corporation
                       ----------------------------------
                            (Full title of the plan)




                                                   -With a copy to-
Erik B. Carlson, Esq.                              Marina Harry, Esq.
Senior Vice President, General Counsel             Panhandle Eastern Corporation
   and Secretary                                   5400 Westheimer Ct.
Associated Natural Gas Corporation                 Houston, TX 77056-5310
370 17th Street, Suite 900                         713/627-5211
Denver, CO 80202
(303) 595-3331
(Name, address and telephone
number of agent for service)

<PAGE>   2

         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 (prinicpal
                                               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,                                             
 Donald H. Anderson                   Director (principal                                  
                                      executive officer)                   January 31, 1995

 /s/J. B. Hipple                      Senior Vice President, Chief
 ---------------------                Financial Officer,                                   
 J. B. Hipple                         Director (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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