[Federal Register Volume 66, Number 39 (Tuesday, February 27, 2001)]
[Notices]
[Pages 12570-12571]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-4749]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-27348]


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

February 21, 2001.
    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 under the Act. 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 amendment(s) is/are available for public 
inspection through the Commission's Branch 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 March 16, 2001, to the Secretary, Securities and Exchange 
Commission, Washington, DC 20549-0609, 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 the case of an attorney at law, 
by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of facts 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 March 16, 2001, 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 (70-9841)

    Consolidated Natural Gas Company (``CNG''), 120 Tredegar Street, 
Richmond, VA 23219, a registered public utility holding company, has 
filed a declaration with the Commission under sections 6(a)(2), 7(e) 
and 12(e) and rules 54,62(d) and 65 of the Act.
    CNG became a wholly owned subsidiary of Dominion Resources, Inc. 
(``DRI''), also a registered holding company under the Act, as a result 
of a merger approved by the Commission on December 15, 1999 (HCAR No.

[[Page 12571]]

27113). CNG is engaged, throgh subsidiaries, in all phases of the 
natural gas business including distribution, transmission, exploration 
and production. CNG's three utility public subsidiaries, Dominion East 
Ohio, Dominion Peoples and Dominion Hope, serve approximately 1.7 
million retail customers.
    CNG seeks authorization to solicit consents and amend the indenture 
dated as of May 1, 1971, between CNG and the Chase Manhattan Bank, as 
successor Trustee (``1971 Indenture'') as supplemented by 19 
supplemental indentures. In connection with a 20th supplemental 
indenture, CNG proposes to effect changes in the 1971 Indenture 
(``Amendments''). Currently there are three series of debentures 
outstanding under the 1971 Indenture as follows:\1\
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    \1\ The three series of debentures are listed on the New York 
Stock Exchange and were authorized by the Commission. See Holding 
Co. Act Release No. 25800 (April 21, 1993) and Holding Co. Act 
Release No. 24896 (May 31, 1989).

------------------------------------------------------------------------
                      Debentures                        Principal Amount
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5 \3/4\% Debentures due August 1, 2003................      $150,000,000
6 \5/8\% Debentures due December 1, 2013..............       150,000,000
8 \3/4\% Debentures due October 1, 2019...............        71,010,000
                                                       -----------------
    Total outstanding.................................       371,010,000
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    CNG requests authority to solicit consents from holders of the 5\3/
4\% Debentures due August 1, 2003 and the 6\5/8\% Debentures due 
December 1, 2013 (collectively, ``Debentures'').\2\ CNG contemplates 
that a consent solicitation statement and accompanying materials (which 
consist of a consent letter, a form of beneficial owner proxy 
authorizing a registered owner to consent, a letter to nominees such as 
brokers and dealers and a form letter to be used by nominees to advise 
their clients of the consent solicitation) will be mailed or hand 
delivered to holders of the Debentures (``Debentureholders''). 
Debentureholders of 66\2/3\% in principal amount of each series of 
Debentures and of all the Debentures collectively must consent to the 
amendments in order for them to become effective. If the required 
consents are received, CNG will pay a consent fee to each 
Debentureholder who has delivered a valid consent before the expiration 
date as set by CNG.
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    \2\ CNG states that the 8\3/4\% Debentures due October 1, 2019 
were called for redemption on February 16, 2001 at a redemption 
price of $103.42.
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    CNG also currently has outstanding $1,350,000,000 principal amount 
in debt securities under an indenture dated as of April 1, 1995 between 
CNG and United States Trust Company of New York, as trustee (``1995 
Indenture''). CNG plans to amend the 1971 Indenture to remove certain 
covenant restrictions. CNG states the effect of these amendments will, 
in general, be to eliminate covenants and restrictions found in the 
1971 Indenture but not in the 1995 Indenture.
    Specifically, CNG proposes to amend the 1971 Indenture as follows: 
(1) Delete section 6.05, which imposes restrictions on the sale of 
common or voting shares; (2) delete section 6.06, which imposes 
restrictions on additional funded debt of CNG and its subsidiaries and 
preferred stock of subsidiaries; (3) delete section 6.07, which imposes 
other restrictions on additional funded debt and preferred stock of new 
subsidiary companies; (4) delete section 6.08, which imposes 
restrictions on the payment of dividends; (5) delete section 6.09, 
which imposes restrictions on consolidation, merger or transfer of 
property unless specified ratios are complied with; (6) delete section 
6.10, which requires CNG to file officers' certificates evidencing 
compliance with certain of the provisions of sections 6.06 through 
6.09,\3\ (7) CNG will agree for the benefit of the Debentureholders 
that it will comply with all covenants and restrictions in the 1995 
Indenture; and (8) CNG will agree not to issue any additional 
debentures under the 1971 Indenture.
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    \3\ Either some portions, or the entirety, of sections 6.05 
through 6.10 may be deleted as a result of the proposed amendments.
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    CNG states that neither the 1995 Indenture nor any of CNG's other 
credit arrangements contain restrictions of the kind imposed by 
sections 6.05 through 6.10 of the 1971 Indenture. CNG asserts the 
removal of these restrictions provides CNG with greater freedom to 
incur debt, pay dividends and engage in restructuring transactions that 
would otherwise be prohibited by the terms of the 1971 Indenture. CNG 
further asserts the amendments would update the terms of the 1971 
Indenture to those generally accepted in capital markets for borrowers 
of the financial stature of CNG and DRI.
    CNG requests that an order authorizing the solicitation of consents 
be issued as soon as practicable under rule 62(d).

    For the Commission by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-4749 Filed 2-26-01; 8:45 am]
BILLING CODE 8010-01-M