[Federal Register Volume 59, Number 56 (Wednesday, March 23, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-6775]


[[Page Unknown]]

[Federal Register: March 23, 1994]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26005]

 

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

March 16, 1994.
    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 April 11, 1994, to the Secretary, Securities and Exchange 
Commission, Washington, DC 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 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 (70-8371)

Proposal to Issue, Sell and Acquire Common Stock in Connection With 
Proposed Non-Employee Directors' Restricted Stock Plan; Exception From 
Competitive Bidding; Order Authorizing Proxy Solicitation

    Consolidated Natural Gas Company (``CNG''), CNG Tower, 625 Liberty 
Avenue, Pittsburgh, Pennsylvania 15222-3199, a registered holding 
company, has filed an application-declaration under sections 6(a), 7, 
9(a), 10, 12(c) and 12(e) of the Act and Rules 42, 50(a)(5), 62, and 65 
thereunder.
    On September 14, 1993, the CNG's Board of Directors adopted the 
Non-Employee Directors' Restricted Stock Plan (``Plan''). The purpose 
of the Plan is to assist CNG in retaining highly qualified persons to 
serve as non-employee directors by enabling such directors to acquire a 
proprietary interest in the company, and by providing such directors an 
incentive to continue to serve CNG.
    The aggregate number of shares which may be granted as restricted 
stock (``Restricted Stock'') under the Plan is 15,000 shares of CNG 
Common Stock, $2.75 par value per share, subject to adjustment in order 
to prevent dilution or enlargement of the participants' rights under 
the Plan in the event of a stock split, reverse stock split, 
reorganization or similar event. Such shares may be authorized but 
unissued shares or treasury shares of CNG. Any Restricted Stock granted 
under the Plan which is forfeited pursuant to the terms of the Plan is 
not available for further grants under the Plan.
    The Plan provides for the automatic annual grant of 100 shares of 
Restricted Stock to each non-employee director following the annual 
shareholders meeting on the date of such meeting. Each non-employee 
director granted Restricted Stock shall be entitled to receive 
dividends on such Restricted Stock, to vote such Restricted Stock, and 
shall have all other rights of a shareholder of CNG, except that until 
restrictions on such stock expire, the Restricted Stock cannot be sold 
or otherwise transferred.
    Restrictions on a director's Restricted Stock shall lapse in 25% 
installments on the anniversary date of each grant, or shall lapse in 
total upon: (1) The director's retirement at age 70; or (2) the 
director's ceasing to serve due to death or disability, whichever first 
occurs. In the event of a ``change of control'' of CNG, as that term is 
defined in CNG's 1991 Stock Incentive Plan, all restrictions on 
outstanding Restricted Stock will lapse and CNG will repurchase all 
such shares which were awarded more than six months prior to the change 
of control at the then fair market value.
    The affirmative vote of holders of a majority of the shares of 
CNG's Common Stock outstanding on March 23, 1994 is required to 
authorize CNG: (1) To issue up to 15,000 shares of common stock to the 
Plan; (2) to acquire previously awarded shares of the Restricted Stock, 
through the forfeiture and repurchase provisions of the Plan; and (3) 
to adjust the number and par value of the common stock that may be 
issued under the Plan to implement the anti-dilution or anti-
enlargement of rights provisions of the Plan. CNG intends to submit the 
proposals to its shareholders for their approval at the annual meeting 
of shareholders to be held on May 17, 1994. CNG requests authority to 
solicit proxies from its stockholders for approval of the Plan at the 
meeting. CNG has filed its proxy solicitation material and requests 
that the effectiveness of its declaration with respect to the 
solicitation be permitted to become effective as provided in rule 
62(d).
    It appearing to the Commission that CNG declaration regarding the 
proposed solicitation of proxies should be permitted to become 
effective forthwith, pursuant to rule 62:
    It is ordered, that the declaration regarding the proposed 
solicitation of proxies, be, and it hereby is, permitted to become 
effective forthwith, under rule 62, and subject to the terms and 
conditions prescribed in rule 24 under the Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-6775 Filed 3-22-94; 8:45 am]
BILLING CODE 8010-01-M