UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Consolidated Natural Gas Company
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
June 11, 1999
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Notes:
Outside panels:
VOTE MERGER
CNG logo signature
Our records show that you have not voted yet. Your vote is important.
VOTE TODAY.
Inside panels:
CNG/Dominion Merger
Q.
Why is this merger good for CNG stockholders?
Why is this merger good for me?
A.
Because, you'll double your dividend if you choose stock.*
Because, you'll get $66.60 for each CNG share if you choose cash.*
Your Board of Directors voted unanimously for this merger.
CNG management supports it.
We strongly urge you to vote for the merger.
If you have any questions, or need assistance in voting your shares, please
call our proxy solicitor.
INNISFREE M&A INCORPORATED
toll-free at 1-888-750-5835.
* As a result of limitations and possible proration described in the joint
proxy statement/prospectus previously mailed to you, the amount of cash and
stock received by you may differ from your actual election. For more detailed
information, please refer to the joint proxy statement/prospectus.
CONSOLIDATED NATURAL GAS COMPANY
Proxy Solicited on Behalf of the Board of Directors of the Company
For the Special Meeting of Stockholders on June 30, 1999
The undersigned hereby appoints G.A. Davidson, Jr., D.M. Westfall and S.E.
Williams, and each or any of them, proxies with full power of substitution to
vote the stock of the undersigned, as directed hereon, at the Special Meeting
of Stockholders of CONSOLIDATED NATURAL GAS COMPANY to be held at Tappan Hill,
81 Highland Avenue, Tarrytown, New York, 10591 at 9:30 a.m. (Eastern Time)
and at any adjournment thereof. According to the By-Laws, no matters other
than the stated proposal may be considered at this Special Meeting.
Please specify your choice by marking the appropriate box, SEE REVERSE SIDE.
When properly executed, this proxy will be voted in accordance with your
instructions, or, IF YOU GIVE NO INSTRUCTIONS, this proxy will be voted
FOR Item 1.
Change of Address
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If you have written in the above space, please
mark the Change of Address box on the reverse
side of the card.
SEE REVERSE SIDE
[X] Please mark vote as in this example.
The Board of Directors recommends a vote "FOR" Item 1.
1. Approval and adoption of the Agreement and Plan of Merger with Dominion
Resources, Inc.
For Against Abstain
[_] [_] [_]
[_] Will Attend Special Meeting
[_] Change of Address
(see reverse side)
Dated: , 1999
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Signature
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Signature if held jointly
NOTE: Please sign exactly as name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.