Shareholders to Be Sent Exchange Materials Starting Next Week

    RICHMOND, Va., Dec. 17 /PRNewswire/ -- Dominion Resources, Inc., (NYSE: D)
and Consolidated Natural Gas Company (NYSE: CNG) said today they have set an
anticipated closing date of January 28, 2000, for the merger of the two
companies. The combination will create the largest fully integrated natural
gas and electric power company in the United States.
    The closing date is contingent upon receiving final approval from the
Virginia State Corporation Commission (SCC).  The SCC previously approved the
merger with the condition that it conduct a final review after the U.S.
Securities and Exchange Commission (SEC) approval.  The SEC approval was
granted on December 15, 1999, and the SCC has until December 31, 1999, to act.
All other regulatory approvals have been received.
    Starting next week, Dominion Resources and CNG shareholders will be sent
instructions and forms to be used in electing whether to exchange their stock
for common shares of Dominion Resources, cash, or a combination of the two.
    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:
    "The fact that we expect to complete this merger in just 11 months since
it was announced last February is strong evidence of the focus, dedication and
commitment of the people in our organizations.  We intend to bring those same
skills to bear on quickly integrating the operations so that the combined
entity delivers outstanding performance for our shareholders, customers,
employees and communities."
    After the merger, Dominion Resources will serve about 4 million electric
and natural gas customers in five states.  It will have about 20,000 megawatts
of electric generating capacity and will operate one of North America's
largest natural gas storage systems.  The merged company also will be one of
the largest independent oil and natural gas exploration and production
companies in North America, with more than 3 trillion cubic feet equivalent of
reserves in the United States and Canada.

    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.

Link to this page: