[Federal Register Volume 60, Number 111 (Friday, June 9, 1995)]
[Notices]
[Pages 30627-30629]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-14193]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26300]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

June 2, 1995.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by June 26, 1995, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549, and serve a copy on the relevant 
applicant(s) and/or declarant(s) at the address(es) specified below. 
Proof of service (by affidavit or, in case of an attorney at law, by 
certificate) should be filed with the request. Any request for hearing 
shall identify specifically the issues of fact or law that are 
disputed. A person who so [[Page 30628]] requests will be notified of 
any hearing, if ordered, and will receive a copy of any notice or order 
issued in the matter. After said date, the application(s) and/or 
declaration(s), as filed or as amended, may be granted and/or permitted 
to become effective.

Consolidated Natural Gas Company, et al. (70-8619)

    Consolidated Natural Gas Company (``CNG''), a registered holding 
company, CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-
3199, and its wholly owned nonutility subsidiary companies, CNG 
Research Company (``Research'') and Consolidated Natural Gas Service 
Company, Inc. (``Service''), both located at CNG Tower, 625 Liberty 
Avenue, Pittsburgh, Pennsylvania 15222-3199; CNG Coal Company 
(``Coal''); CNG Producing Company (``Producing'') and its subsidiary 
company, CNG Pipeline Company (``Pipeline''), all located at CNG Tower, 
1450 Poydras Street, New Orleans, Louisiana 70112-6000; CNG 
Transmission Corporation (``Transmission'') and CNG Storage Service 
Company (``Storage''), both located at 445 West Main Street, 
Clarksburg, West Virginia 26301; CNG Energy Services Corporation 
(``Energy Services''), One park Ridge Center, P.O. Box 15746, 
Pittsburgh, Pennsylvania 15244-0746; and CNG's public-utility 
subsidiary companies, The Peoples Natural Gas Company (``Peoples''), 
CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3199; The 
East Ohio Gas Company (``East Ohio''), located at 1717 East Ninth 
Street, Cleveland, Ohio 44114-0759; Virginia Natural Gas, Inc. 
(``VNG''), 5100 East Virginia Beach Boulevard, Norfolk, Virginia 23502-
3488; Hope Gas, Inc. (``Hope Gas''), P.O. Box 2868, Clarksburg, West 
Virginia 26301-2868; and West Ohio Gas Company (``West Ohio''), P.O. 
Box 1217, Lima, Ohio 45802-1217 (collectively, ``Subsidiaries''), have 
filed an application-declaration under sections 6(a), 6(a)(2), 7, 9(a), 
10, 12(b) and 12(c) of the Act and rules 43 and 45.
    CNG proposes to issue and sell commercial paper in an aggregate 
principal amount not to exceed $800 million outstanding at any one 
time, from time-to-time through June 30, 1996 (``Commercial Paper''). 
Such Commercial Paper may be domestic commercial paper (``Domestic 
Paper'') and/or European commercial paper (``Euro Paper''). Domestic 
Paper will have varying maturities of not more than 270 days and Euro 
Paper will have maturities from 7 to 183 days. CNG proposes to sell 
Domestic Paper or Euro Paper, whichever provides the lower cost in a 
given transaction, but only so long as the discount rate or the 
effective interest cost on the date of sale does not exceed the prime 
rate of interest from a commercial bank.
    To the extent that it becomes impractical to sell the Commercial 
Paper due to market conditions or otherwise, CNG proposes to borrow, 
repay and reborrow, without collateral under back-up lines of credit, 
an aggregate principal amount not to exceed $600 million through June 
30, 1996 (``Loans''). Any additional funding needs in excess of $600 
million that would otherwise have been provided by the Commercial Paper 
will be provided by advances under a proposed credit agreement 
described below. The Loans, together with any sales of Commercial 
Paper, will not exceed an aggregate outstanding principal amount of 
$800 million.
    The Loans will mature not more than one year from the date of each 
borrowing, will be prepayable in whole or part at any time, and will 
bear interest at a rate not to exceed the prime commercial rate of 
interest of the lending bank in effect on the date of each borrowing. A 
commitment fee of no more than 0.125% of the principal amount of each 
bank's commitment may be paid.
    CNG additionally proposes to obtain a revolving line of credit 
through June 30, 1996 of up to $150 million, with advances thereunder 
maturing in no more than 364 days. The interest rate on fixed rate 
advances under such line of credit would not exceed 50 basis points 
over LIBOR and the interest rate on floating rate advances under such 
line of credit would not exceed the higher of (i) 325 basis points over 
LIBOR or (ii) 47.5 basis points over the certificate of deposit rate.
    Additionally, CNG proposes to restructure an existing credit 
agreement authorized by the Commission by orders dated March 28, 1991 
and September 9, 1992 (HCAR Nos. 25383 and 25626, respectively). 
Pursuant to this agreement, loans of up to $300 million would be 
advanced to Consolidated from time to time through June 30, 1996, each 
such advance being evidenced by either a note to a group of 
participating banks (``Syndicated Note'') or to individual 
participating banks (``Money Market Note''). Each such note will mature 
in 364 days.
    The interest rate for any Syndicated Note will not exceed (i) the 
higher of the prime rate announced by Chase Manhattan Bank or the 
federal funds rate plus 50 basis points, (ii) LIBOR, adjusted for 
reserve requirements, plus 25 basis points, or (iii) the certificate of 
deposit rate, adjusted for reserve requirements and deposit insurance 
costs, plus 37.5 basis points. The interest rate for a Money Market 
Note will be such rate as the banks may bid, which will either be 
expressed as an all-in-rate or with reference to LIBOR.
    It is also proposed that, through June 30, 1996, CNG provide 
financing to the Subsidiaries in an aggregate amount not to exceed 
$1.225 billion in the form of open account advances, long-term loans 
and/or capital stock purchases. Individual Subsidiary financing by CNG 
would not exceed the following amounts: (1) Transmission, $100 million; 
(2) East Ohio, $265 million; (3) Peoples, $100 million; (4) VNG, $100 
million; (5) Hope Gas, $15 million; (6) Energy Services, $300 million; 
(7) Storage, $1 million; (8) West Ohio, $25 million; (9) Service, $15 
million; (10) Producing, $300 million; (11) Coal, $3 million; and (12) 
Research, $1 million.
    Open account advances (``Advances''), may be made, repaid and 
remade on a revolving basis, and all such Advances will be repaid 
within one year from the date of the first Advance to the borrowing 
Subsidiary with interest at the same effective rate of interest as 
CNG's weighted average effective rate of commercial paper and/or 
revolving credit borrowings. If no such borrowings are outstanding, the 
interest rate shall be predicated on the Federal Funds' effective rate 
of interest as quoted by the Federal Reserve Bank of New York. Advances 
will be made through the CNG System Money Pool authorized by Commission 
order dated June 12, 1986 (HCAR No. 24128).
    Long-term loans will mature over a period of time not in excess of 
30 years with the interest rate predicated on and substantially equal 
to CNG's cost of funds for comparable borrowings. In the event CNG has 
not had recent comparable borrowings, the rates will be tied to the 
Salomon Brothers indicative rate for comparable debt issuances 
published in Salomon Brothers, Inc. Bond Market Roundup, or to a 
comparable rate index, on the date nearest to the time of takedown.
    Capital stock will be purchased from the Subsidiaries at its par 
value (book value in the case of VNG). Capital stock transactions 
between CNG and its utility Subsidiaries would occur under an exemption 
pursuant to rule 52 and are not part of the authorization requested.
    Producing proposes to provide to Pipeline, from time-to-time 
through June 30, 1996, up to an aggregate of $1 million of financing 
through short-term loans in the form of open account advances and/or 
long-term loans [[Page 30629]] evidenced by non-negotiable notes 
(documented by book entry only) and/or the purchase of up to 10,000 
shares of Pipeline's common stock, $100 par value. The open account 
advances and long-term loans will bear interest at rates equal to the 
cost of money to Producing through its borrowing from CNG.
    The Subsidiaries also propose to increase their authorized common 
stock as needed to accommodate proposed stock sales and to provide for 
future issues, any such increase being limited to a number of shares 
calculated by dividing the aggregate financing proposed for such 
Subsidiary herein by the par value (book value in the case of VNG) of 
such Subsidiary's common stock rounded up to the nearest hundred. The 
proposed increase in the authorized number of shares for each 
Subsidiary would not exceed the following amounts: (1) Transmissions, 
10,000; (2) East Ohio, 5.3 million; (3) Peoples, 1 million; (4) VNG, 
2,503; (5) Hope Gas, 150,000; (6) Energy Services, 300 million; (7) 
Storage, 100,000; (8) West Ohio, 2,500; (9) Service, 150,000; (10) 
Producing, 30,000; (11) Coal, 300; and (12) Research, 100.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 95-14193 Filed 6-8-95; 8:45 am]
BILLING CODE 8010-01-M