Dominion Resources, Consolidated Natural Gas
File S-4 Merger Registration with SEC
RICHMOND, Va., and PITTSBURGH -- Dominion Resources Inc.
(NYSE:D) and Consolidated Natural Gas Company (NYSE:CNG) announced today that
they have filed a preliminary joint proxy statement/prospectus with the U.S.
Securities and Exchange Commission relating to their planned merger.
The preliminary proxy/prospectus, which is subject to comment
by the SEC staff, will be mailed to shareholders of both companies when it is
in final form. Shareholders will be asked to approve the proposed combination.
The companies have also applied for and expect to receive
required SEC approval of the merger under the Public Utility Holding Company
Act of 1935 (PUHCA). Dominion Resources will become a registered holding company
under PUHCA at the time of the merger. Dominion Resources’ post-merger combined
system would operate regulated utilities in five states, which means that the
single-state exemption will no longer apply.
Applications for approvals required at the state level have
also been filed.
The companies also disclosed that they have amended the merger
agreement so that CNG will become a wholly owned subsidiary of Dominion Resources.
CNG’s subsidiaries will remain subsidiaries of CNG. CNG will also remain a registered
holding company under PUHCA. The amended agreement does not alter the previously
announced exchange ratio of 1.52 Dominion Resources shares for each share of
CNG.
The companies expect to obtain needed federal and state regulatory
approvals within 12 months and shareholder approvals by mid-year.
This release contains forward-looking statements which are
subject to various risks and uncertainties. Discussion of factors that could
cause actual events or results to differ materially from management’s projections,
forecasts, estimates and expectations is contained in the companies’ SEC filings,
including the preliminary joint proxy statement/prospectus.
