1
Exhibit 1
SHAREHOLDERS OVERWHELMINGLY APPROVE
DOMINION RESOURCES, CNG MERGER
Combination will create nations largest fully integrated
electric and natural gas company
RICHMOND, VA and PITTSBURGH, June 30, 1999 -- 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 companys 95.8 million shares
outstanding be voted in favor to approve the merger. Approximately 81 percent
of CNGs 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 are 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 countrys most efficient
energy providers with the critical mass needed to compete and thrive in the
nations 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.
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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 todays 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 nations largest producers, transporters, distributors and
retail marketers of natural gas. The companys 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.
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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.
Contacts for DRI: Contacts for CNG:
Media: Media:
Mark Lazenby (804) 819-2042 Chet Wade (412) 690-1361
Hunter Applewhite (804) 819-2043 Dan Donovan (412) 690-1370
Investors: Investors:
Tom Wohlfarth (804) 819-2150 Jim Garrett (412) 690-1485
Suzette Mata (804) 819-2154 Dan Zajdel (412) 690-1241