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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 15, 1998
Continental Natural Gas, Inc.
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(Exact name of registrant as specified in its charter)
Oklahoma 0-22867 73-1198957
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
1437 South Boulder, Suite 1250, Tulsa, Oklahoma 74119
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(Address of principal executive offices)
Registrant's telephone number, including area code: (918) 582-4700
Not Applicable
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(Former name or former address, if changed since last report)
Item 1. Changes In Control Of Registrant
The stockholder's of Continental Natural Gas, Inc. (the "Company")
approved, at a special meeting held on October 15, 1998, a resolution to approve
and adopt the Agreement and Plan of Merger dated July 31, 1998, as amended, by
and between the Company and CMS Energy Corporation. The reorganization and
merger will become effective at 12:01 a.m. October 16, 1998. The Company and
CMS Energy Corporation will issue a joint press release dated October 16, 1998
and attached hereto as Exhibit 99.1, announcing the stockholder approval and
adoption of the reorganization and merger agreement and the consummation of the
merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated October 16, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Continental Natural Gas, Inc.
By: /s/ GARRY D. SMITH
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Garry D. Smith
Vice President - Controller, and
Chief Financial Officer
Dated: October 15, 1998
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
99.1 Press Release dated October 16, 1998
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EXHIBIT 99.1 (1 PAGES)
PRESS RELEASE DATED OCTOBER 16, 1998 ANNOUNCING STOCKHOLDER
APPROVAL AND ADOPTION OF THE AGREEMENT AND PLAN OF
MERGER DATED JULY 31, 1998 AS AMENDED
AND THE CONSUMMATION OF THE MERGER
DEARBORN, Mich., October 16, 1998-CMS Energy Corporation (NYSE:CMS) and
Continental Natural Gas, Inc. (Nasdaq:CNGL) today jointly announced they have
completed CMS' acquisition of CNGL according to the terms of their merger
agreement announced August 3, 1998. The agreement was ratified yesterday at a
CNGL shareholders meeting by votes representing 89.7 percent of CNGL's stock.
The new company will be a subsidiary of CMS Energy's international gas pipeline
unit, CMS Gas Transmission and Storage, and will operate under the name CMS
Continental Natural Gas, Inc., in order to preserve CNGL's well established name
and reputation in the mid-continent region.
CMS Energy exchanged approximately $63 million in shares of its common
stock for 100 percent of CNGL's common stock in a pooling-of-interests
arrangement. CNGL's shares were valued at $10.00 per share. CMS Energy's shares
were valued at $44.55 per share, the average price for the ten-day period ending
five days before closing. All of CNGL's 130 employees will become CMS employees,
effective as of today.
"This is the first step in CMS Energy's strategy of establishing a
significant presence in the natural gas supply region of the mid-continent
U.S.," said William J. Haener, president and chief executive officer of CMS
Energy's international gas pipeline unit, CMS Gas Transmission and Storage.
"Acquiring Continental expands CMS Energy's natural gas marketing presence and
adds a significant base of gathering and processing assets. We look forward to
all of the future growth opportunities these assets and employees will bring,"
Haener added.
An Oklahoma corporation incorporated in 1983, CNGL is engaged in
purchasing, gathering, treating, processing and marketing natural gas and
natural gas liquids in the Texas and Oklahoma panhandle regions and north
central Texas. The company has approximately 2,000 miles of gas gathering
systems and six processing plants with a total capacity of 550 million cubic
feet of gas per day and combined natural gas liquids production capacity of 1.4
million gallons per day. CNGL's revenues for 1997 totaled $357 million, which
included sales of 106 billion cubic feet of natural gas and three million
barrels of natural gas liquids.
CMS Gas Transmission and Storage Co., the international pipeline unit of
CMS Energy Corporation, owns, develops and manages natural gas transmission,
processing and storage projects in the U.S., Latin America, Africa, the Middle
East and the Pacific rim.
CMS Energy Corporation is a $5 billion (sales), $10 billion (assets)
international energy company operating throughout the U.S. and in 21 countries
around the world with businesses in electric and natural gas utility operations;
independent power production; natural gas pipelines and storage; oil and gas
exploration and production; and energy marketing, services and trading. CMS
Energy Corporation's principal subsidiary is Consumers Energy, Michigan's
largest utility and America's fourth largest combination gas and electric
utility.
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Information on CMS Energy and CNGL is accessible on the Internet through the
World Wide Web at the following addresses: http://www.cmsenergy.com/ and
http://www.cngl.com/
