Combination Will Create Nation's Largest Fully Integrated
Electric and Natural Gas Company
RICHMOND, Va., and PITTSBURGH, June 30 /PRNewswire/ -- Shareholders of
Dominion Resources, Inc., (NYSE: D) and Consolidated Natural Gas Company
(NYSE: CNG) have overwhelmingly approved the merger of the two companies, a
combination that will create the largest fully integrated natural gas and
electric company in the United States.
At a special shareholders meeting today in Richmond, independent
tabulators for Dominion Resources reported that 148.7 million shares, or
99 percent of those voted on the merger, were voted in favor of the merger.
In total, more than 90 percent of Dominion Resources' outstanding shares were
represented at the meeting. Dominion Resources' corporate bylaws required
that a majority of the votes cast approve the merger.
At a special shareholders meeting today in Tarrytown, N.Y., independent
tabulators for CNG reported that 78.0 million shares, or 98 percent of those
voted, were voted in favor of the merger. State law in Delaware, where CNG is
incorporated, requires that a majority of the company's 95.8 million shares
outstanding be voted in favor to approve the merger. Approximately 81 percent
of CNG's shares outstanding were voted in favor of the merger.
Dominion Resources' corporate offices are located in Richmond. CNG is
headquartered in Pittsburgh. The combined company will be known as Dominion
Resources and will be headquartered in Richmond, but will maintain a
significant presence in Pittsburgh.
"We're delighted that our shareholders, and those of CNG, have endorsed
this strategic combination by resounding margins," said Thos. E. Capps,
chairman, president and chief executive officer of Dominion Resources. "Their
votes today are important steps in uniting two of the country's most efficient
energy providers with the critical mass needed to compete and thrive in the
nation's dynamic energy marketplace.
"By affirming this unique and compelling opportunity to build genuine
long-term value, the owners of our company, and those of CNG, have acted to
promote the benefits of competition throughout the region served by our
subsidiaries. They are creating a powerful new vehicle for innovative
customer service and an exciting and rewarding workplace for our employees,"
Capps said.
"We are gratified by the strong support shown for the combination of these
two great companies," said George A. Davidson, Jr., CNG chairman and chief
executive officer. "It is clear that our shareholders, as well as our
customers, employees, retirees and communities, will all benefit from this
merger."
Davidson also noted that CNG and Dominion Resources recently announced a
joint venture to construct four natural gas-fired electric generating units in
West Virginia, Ohio and Pennsylvania. Other joint initiatives are being
developed.
"We are already showing why this merger makes good business sense,"
Davidson said. "The combined company will be able to offer a complete line of
energy products as the $300 billion natural gas and electric industries
converge."
Under terms of the merger agreement, CNG shareholders will receive a
combination of Dominion Resources common shares and cash valued prior to the
merger at $66.60 for each CNG share. CNG shareholders may request all cash,
all Dominion shares or a combination of both, subject to certain limitations.
CNG shareholders will receive specific instructions at a later date explaining
how and when they will be able to exchange their shares.
The Dominion Resources-CNG combination will have approximately 4 million
retail customers in five states. The merged company will own about 20,000
megawatts of electric generating capacity, more than 3 trillion cubic feet of
natural gas reserves, and will operate the largest natural gas storage system
in North America. Additionally, the merged company will be one of the largest
independent oil and natural gas exploration and production companies on the
continent.
The merger is also moving ahead on the regulatory front, with all
necessary approvals expected this fall. The Pennsylvania Public Utility
Commission last week approved the merger. The companies are working toward
closing the merger by the end of the year.
Corporate Election Services Inc. served as tabulator for today's Dominion
Resources shareholder meeting. The CNG vote was tabulated by Innisfree M&A
Inc. CT Corp. audited the CNG tabulation.
Dominion Resources is an $18 billion holding company active in regulated
and competitive electric power, natural gas and oil development. It has
electric power and natural gas operations throughout the United States, as
well as in Canada, Argentina, Belize, Bolivia, Peru and the United Kingdom.
Its Virginia Power subsidiary serves approximately 2 million retail electric
customers in Virginia and North Carolina.
CNG is one of the nation's largest producers, transporters, distributors
and retail marketers of natural gas. The company's natural gas transmission
and distribution operations serve customers in Pennsylvania, Ohio, Virginia,
West Virginia, New York and other states in the Northeast and Mid-Atlantic
regions. CNG explores for and produces oil and natural gas in the United
States and Canada. The company also selectively participates in energy
businesses abroad.
This press release contains forward-looking statements. The companies
wish to caution readers that the assumptions which form the basis for forward-
looking statements with respect to or that may impact earnings for fiscal
1999, and thereafter, include many factors that are beyond the companies'
ability to control or estimate precisely, such as estimates of future market
conditions and the behavior of other market participants. Other factors
include, but are not limited to, weather conditions, economic conditions in
the companies' service territories, fluctuations in energy-related commodity
prices, conversion activity, other marketing efforts and other uncertainties.
SOURCE Consolidated Natural Gas Company
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Related links:
http://www.cng.com
CONTACT:
Media, Mark Lazenby, 804-819-2042, or Hunter
Applewhite, 804-819-2043, both of Dominion Resources, or Chet
Wade, 412-690-1361, or Dan Donovan, 412-690-1370, both of
Consolidated Natural Gas; or Investors, Tom Wohlfarth,
804-819-2150, or Suzette Mata, 804-819-2154, both of Dominion
Resources, or Jim Garrett, 412-690-1485, or Dan Zajdel,
412-690-1241, both of Consolidated Natural Gas
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