[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
