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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2000
CONSOLIDATED NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-3196 54-1966737
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
120 Tredegar Street
Richmond, Virginia 23219
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (804) 819-2000
625 Liberty Avenue; Pittsburgh, Pennsylvania 15222-3199
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
The merger of Consolidated Natural Gas Company (Old CNG) into a
wholly-owned subsidiary (New CNG) of Dominion Resources, Inc. (Dominion
Resources) was consummated on January 28, 2000. New CNG was the survivor
of the merger and its name was changed to "Consolidated Natural Gas
Company." The transaction was completed in accordance with the description
of the merger in the Form S-4 Registration/Proxy Statement effective May
21, 1999, SEC File No. 333-75669.
Pursuant to the merger, all 95,691,756 shares of outstanding common
stock of Old CNG were converted into $2,541,393,396 cash and 87,449,698
shares of Dominion Resources common stock. Immediately after the merger
there were 240,866,814 shares of Dominion Resources common stock
outstanding.
The balance sheet of Old CNG has substantially become the balance
sheet of New CNG; all outstanding debt securities that are listed on the
New York Stock Exchange or otherwise publicly traded have accordingly
become the debt securities of New CNG. All the subsidiaries of Old CNG
have become subsidiaries of New CNG pursuant to the merger.
Dominion Resources funded the merger with a $3.5 billion commercial
paper program and $1 billion of privately placed money market notes. The
commercial paper program is backed by a short-term credit facility agented
by the Bank of America. Dominion Resources anticipates replacing a
significant portion of the short term financing with proceeds from: (i) the
issuance of debt, preferred, and/or convertible securities; (ii) the
divestiture of Dominion Resources' financial services subsidiary, Dominion
Capital, Inc.; (iii) the sale of other non-core assets, including CNG
International Corporation, which do not support the combined company's MAIN
to Maine strategy and (iv) the sale of Virginia Natural Gas Company as
required by certain regulatory authorities as a condition to their approval
of the merger.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
New CNG's certifying accountant subsequent to the merger will be
Deloitte & Touche LLP., the certifying accountant for Dominion Resources.
PricewaterhouseCoopers LLP was the certifying accountant for Old CNG.
Since the only reason for the change in accountants is to have Deloitte &
Touche LLP continue to be the certifying accountant for the entire Dominion
Resources system, the requirement for detailed information of Item 304 of
Regulation S-K is deemed inapplicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
________________________________
(Registrant)
By J. L. Trueheart
______________________________
(J. L. Trueheart)
Group Vice President
and Controller
(Principal Accounting
Officer)
February 3, 2000