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Powering Virginia

Gas News Release

June 8, 1999

Dominion Resources, CNG File for FERC Approval of Merger

  • State, Federal Regulatory Approvals Expected This Autumn

RICHMOND, Va., and PITTSBURGH - Dominion Resources Inc. (NYSE:D) and Consolidated Natural Gas Co. (NYSE: CNG) have filed with the Federal Energy Regulatory Commission (FERC) for approval of their previously announced merger plan. With yesterday's submission, the companies have completed all regulatory filings necessary for approval of the merger.

The companies stated in the joint filing that the merger plan satisfies requirements of Section 203 of the Federal Power Act. FERC must approve the transfer of the power marketing subsidiaries of CNG to Dominion Resources under Section 203.

In addition to filing with FERC, the companies have completed merger filings with the U.S. Securities and Exchange Commission (SEC) and with public utility commissions in Virginia, North Carolina, Pennsylvania and West Virginia. No formal filing is required in Ohio.

In a joint statement, Thos. E. Capps, chairman, president and chief executive officer of Dominion Resources, and George A. Davidson, chairman and chief executive officer of CNG, said:

"Dominion Resources and Consolidated Natural Gas are well on track to have in hand all regulatory approvals this autumn. We anticipate no delays and expect to complete our merger by year's end."

The companies expect the SEC to act on the merger plan after it has been approved by the four states. Quick consideration by the SEC is anticipated because of Dominion Resources' previously announced decisions to divest Dominion Capital, its financial services subsidiary, and to register as a holding company under the Public Utility Holding Company Act of 1935.

The companies also have filed information on the merger with the U.S. Department of Justice as required by the Hart-Scott-Rodino Act.

Stockholders of both companies are scheduled to vote on the proposed merger on June 30.

In February, Dominion Resources, based in Richmond, Va., and CNG, based in Pittsburgh, signed a definitive merger agreement to create the nation's largest fully-integrated electric and natural gas company.

CONTACTS:

Dominion Resources Media: Mark Lazenby 804-819-2042, Hunter Applewhite 804-819-2043

Analysts: Tom Wohlfarth 804-819-2150, Suzette Matta 804-819-2154

Consolidated Natural Gas Media: Chet Wade 412-690-1361, Dan Donovan 412-690-1370

Analysts: Jim Garrett 412-690-1485, Dan Zajdel 412-690-1241

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