Staff of Virginia State Corporation Commission to Support Combination
RICHMOND, Va., and PITTSBURGH, Aug. 9 /PRNewswire/ -- Dominion Resources
Inc. (NYSE: D) and Consolidated Natural Gas Company (NYSE: CNG) said today
they have agreed to sell CNG's Virginia Natural Gas, Inc. (VNG) local gas
distribution subsidiary under an agreement with the staff of the Virginia
State Corporation Commission (SCC). In exchange, the SCC staff supports the
proposed merger of Dominion Resources and CNG.
Under terms of the agreement, Dominion Resources will have one year after
the merger is completed to sell VNG to a third party. If the sale is not
completed by then, VNG is to be spun off as an independent company with the
common stock being distributed to Dominion Resources shareholders. Both
deadlines are subject to reasonable extensions, which may be granted by the
SCC.
The commission is not bound by the agreement but will consider it during
its deliberations.
Thos. E. Capps, chairman, president and chief executive officer of
Dominion Resources, and George A. Davidson, Jr., chairman and chief executive
officer of CNG, said in a joint statement: "Today's stipulation with the SCC
staff is yet another step forward in the merger process and builds on our
earlier approvals from the Pennsylvania and West Virginia commissions. We
anticipate having all approvals to complete the merger by year end.
"When the merger is completed, we can direct our full energies toward the
creation of additional shareholder value at America's premier energy company."
Shareholders have already overwhelmingly approved the combination, and the
Pennsylvania and West Virginia public utility commissions unanimously approved
it. In addition to Virginia and North Carolina, approvals are also required
from several federal agencies.
Capps and Davidson said the divestiture will not interfere with the plans
to create one of the largest integrated energy companies in the United States.
The combined company will have nearly 4 million natural gas and electric
utility customers in five states, about 20,000 megawatts of electric
generating capacity, and more than 3 trillion cubic feet equivalent of natural
gas and oil reserves.
VNG, with about 223,000 customers in the Hampton Roads region of Virginia,
is the only place where the Dominion Resources and CNG utility service areas
overlap. In 1998 VNG had after-tax earnings of $12.5 million, or about 1.5
percent of income from combined continuing operations for Dominion Resources
and CNG.
Capps and Davidson noted that Virginia Natural Gas customers will see no
change in service during the interim period: "We are committed to ensuring
that there is a smooth transition for VNG's customers and employees. VNG is a
superior company operated by an exceptional group of people."
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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Company News On-Call: http://www.prnewswire.com/comp/203456.html or fax, 800-758-5804, ext. 203456
CONTACT: Media, Mark Lazenby, 804-819-2042, or Hunter Applewhite, 804-819-2043, of Dominion Resources, or Dan Donovan, 412-690-1370, or Chet Wade, 412-690-1361, of Consolidated Natural Gas, or Investors, Tom Wohlfarth, 804-819-2150, or Suzette Mata, 804-819-2154, of Dominion Resources, or Jim Garrett, 412-690-1485, or Mark Whitlinger, 412-690-1398, of Consolidated Natural Gas
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