SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
Consolidated Natural Gas Company
(Exact name of registrant as specified in its charter)
Delaware 13-0596475
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. /X/
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d) check the following box. / /
Securities Act registration statement file number to which this form
relates:
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Securities to be Registered
On January 19, 1999, the Board of Directors of Consolidated Natural Gas
Company (the "Company") adopted and approved the execution of Amendment No. 1
("Rights Amendment No. 1"), dated as of January 19, 1999, to the Rights
Agreement, dated as of January 23, 1996, between the Company and First Chicago
Trust of New York, successor to Society National Bank, as Rights Agent (the
"Rights Agreement" and the rights issuable thereunder, the "Rights"). The Rights
Amendment No. 1 was executed to eliminate from the Rights Agreement all
provisions requiring that certain actions taken in regard to the Rights
Agreement which must be approved by the Board of Directors of the Company can
only be approved if (i) the Board of Directors includes a specified number of
directors who are not associated or affiliated with an acquiring person and who
were in office at the time of the adoption of the rights plan or were nominated
by members of the Board of Directors who were in office at the time of the
adoption of the rights plan (all such directors, the "Continuing Directors"),
and (ii) a majority of the Continuing Directors approved such action.
On February 19, 1999, the Board of Directors of the Company adopted and
approved the execution of Amendment No. 2 ("Rights Amendment No. 2"), dated as
of February 19, 1999, to the Rights Agreement. Rights Amendment No. 2 was
executed in connection with the execution of the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of February 19, 1999, between the Company and
Dominion Resources, Inc. ("Dominion") which provides for a merger of the Company
with and into Dominion with Dominion as the surviving corporation. Rights
Amendment No. 2 provides that notwithstanding anything in the Rights Agreement
to the contrary, neither Dominion nor any of its "Affiliates" and "Associates"
shall be considered an "Acquiring Person" and no "Shares Acquisition Date" or
"Distribution Date" (each as defined in the Rights Agreement) has occurred or
will occur, in any such case as a result of the approval, execution or delivery
of the Merger Agreement or the consummation of the transactions contemplated
thereunder. A summary of the Rights as amended follows:
Summary of Rights
On January 23, 1996, the Board of Directors of Consolidated Natural Gas
Company declared a dividend distribution of one Right for each outstanding share
of common stock, $2.75 par value, of the Company (the "Common Stock") to the
stockholders of record at the close of business on February 28, 1996 (the
"Record Date"). The rights were issued pursuant to the shareholder rights plan
which was approved by the Board of Directors on November 13, 1995. Each Right
entitles the registered holder to purchase from the Company one-half of one
share of the Common Stock at a price of $175 per share (the "Purchase Price"),
being $87.50 per half share, subject to adjustment. The description and terms of
the Rights are set forth in the Rights Agreement (the "Rights Agreement")
between the Company
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and First Chicago Trust of New York, successor to Society National Bank, as
Rights Agent (the "Rights Agent"), as amended by Rights Amendment No. 1 and
Rights Amendment No. 2.
Distribution Date: Transfer of Rights
Until the earlier to occur of (i) ten days following the date (the "Shares
Acquisition Date" (which date shall not be deemed to have occurred solely by
reason of the approval, execution or delivery of the Merger Agreement or the
consummation of the transactions contemplated thereby)) of the public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person" (which term shall not include Dominion or any of its
respective "Affiliates" and "Associates" which may otherwise become Acquiring
Persons solely by reason of the approval, execution or delivery of the Merger
Agreement)) has acquired, or obtained the right to acquire, beneficial ownership
of Common Stock or other voting securities ("Voting Stock") that have 10% or
more of the voting power of the outstanding shares of Voting Stock or (ii) ten
days following the commencement or announcement of an intention to make a tender
offer or exchange offer the consummation of which would result in such person
acquiring, or obtaining the right to acquire, beneficial ownership of Voting
Stock having 10% or more or the voting power of the outstanding shares of Voting
Stock (the earlier of such dates being called the "Distribution Date" (which
date shall not be deemed to have occurred solely by reason of the approval,
execution or delivery of the Merger Agreement)), the Rights will be evidenced,
with respect to any of the Company's Common Stock certificates outstanding as of
the Record Date, by such Common Stock certificates. The Rights Agreement
provides that, until the Distribution Date, the Rights will be transferred with
and only with the Company's Common Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Common Stock certificates
issued after the Record Date upon transfer or new issuance of the Common Stock
will contain a notation incorporating the Rights Agreement by reference. Until
the Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Company's Common Stock certificates
outstanding as of the Record Date will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate. As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Company's Common Stock as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on February 28, 2006, unless earlier redeemed or
exchanged by the Company as described below.
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Exercise of Rights for Common Stock of the Company
In the event that a Person becomes an Acquiring Person at any time
following the Distribution Date, each holder of a Right will thereafter have the
right to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to two
times the Purchase Price of the Right then in effect. Notwithstanding any of the
foregoing, following the occurrence of such event set forth in this paragraph,
all Rights that are or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will be null and
void.
In addition, the Company may, at its option, at any time after any person
has become an Acquiring Person and on the terms and conditions set forth in the
Rights Agreement, exchange all or part of the then outstanding and exercisable
Rights for shares of the Common Stock at an exchange ratio of one share of the
Common Stock per each share of the Common Stock for which a Right is then
exercisable.
Exercise of Rights for Shares of the Acquiring Company
In the event that, at any time following the Shares Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
(other than a merger in which the Company is the survivor and the shares of the
Common Stock remain unchanged), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, common stock of the acquiring company having a
value equal to two times the Purchase Price of the Right then in effect.
Adjustments to Purchase Price
The Purchase Price payable, and the number of shares of Common Stock (or
other securities, as the case may be) issuable upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Common Stock, (ii) upon the grant to holders of the Common Stock of certain
rights or warrants to subscribe for or purchase shares of the Common Stock or
convertible securities at less than the then Current Market Price of the Common
Stock or (iii) upon the distribution to holders of the Common Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends or
dividends payable in the Common Stock) or of subscription rights or warrants
(other than those referred to above). Prior to the Distribution Date, the Board
of Directors of the Company may make such equitable adjustments as it deems
appropriate in the circumstances in lieu of any adjustment otherwise required by
the foregoing.
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With certain exceptions, no adjustments in the Purchase Price will be
required until the earlier of (i) three years from the date of the event giving
rise to such adjustment or (ii) the time at which cumulative adjustments require
an adjustment of at least 1% in such Purchase Price. No fractional shares of
Common Stock will be issued and, in lieu thereof, an adjustment in cash will be
made based on the market price of the Common Stock on the last trading date
prior to the date of exercise.
Redemption and Exchange of Rights
At any time prior to 5:00 P.M. New York City time on the tenth day
following the Shares Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
Immediately upon the action of the Board of Directors of the Company electing to
redeem the Rights, the Company shall make announcement thereof, and upon such
action, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
At any time after the occurrence of the event set forth under the heading
"Exercise of Rights for Common Stock of the Company" above, the Board of
Directors may exchange the Rights (other than Rights owned by an Acquiring
Person, which have become void), in whole or in part, at an exchange ratio of
one share of Common Stock, and/or other securities, cash or other assets deemed
to have the same value as one share of Common Stock, per Right, subject to
adjustment.
Until a Right is exercised or exchanged for Common Stock, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends. While
the distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Common Stock or other
consideration of the Company or for the stock of the Acquiring Person as set
forth above, or are exchanged as provided in the preceding paragraph.
Amendment to Terms of the Rights
Any of the provisions of the Rights Agreement may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights
prior to the Distribution Date. Thereafter, the provisions of the Rights
Agreement may be amended by the Board of Directors in order to cure any
ambiguity, defect or inconsistency, or to make changes which do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person); provided, however, that no supplement or amendment may be
made on or after the Distribution Date which changes those provisions relating
to the principal economic terms of the Rights. The Board of Directors may also
extend the redemption period for up to an additional 20 days.
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A copy of the Rights Agreement, and the amendments thereto, are filed
herewith. The foregoing description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibits, which
are hereby incorporated by reference.
Item 2. Exhibits
1 Rights Agreement, dated as of January 23, 1996, between Consolidated
Natural Gas Company and First Chicago Trust of New York, successor to
Society National Bank, as Rights Agent (incorporated by reference to
Exhibit 1 to the Company's Form 8-A, dated January 23, 1996).
2 Amendment No. 1, dated as of January 19, 1999, to the Rights Agreement
between Consolidated Natural Gas Company and First Chicago Trust of
New York, successor to Society National Bank.
3 Amendment No. 2, dated as of February 19, 1999, to the Rights
Agreement between Consolidated Natural Gas Company and First Chicago
Trust of New York, successor to Society National Bank.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duty caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
Date: March 1, 1999
By: /s/ D.M. Westfall
------------------------------------
Name: D. M. Westfall
Title: Senior Vice President,
Nonregulated Business and
Chief Financial Officer
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EXHIBIT INDEX
Number Description
1 Rights Agreement, dated as of January 23, 1996, between Consolidated
Natural Gas Company and First Chicago Trust of New York, successor to
Society National Bank, as Rights Agent (incorporated by reference to
Exhibit 1 to the Company's Form 8-A, dated January 23, 1996).
2 Amendment No. 1, dated as of January 19, 1999, to the Rights Agreement
between Consolidated Natural Gas Company and First Chicago Trust of
New York, successor to Society National Bank.
3 Amendment No. 2, dated as of February 19, 1999, to the Rights
Agreement between Consolidated Natural Gas Company and First Chicago
Trust of New York, successor to Society National Bank.
FIRST AMENDMENT TO THE RIGHTS AGREEMENT
Pursuant to Section 27 of the Rights Agreement (the "Agreement") dated as
of January 23, 1996, between Consolidated Natural Gas Company, a Delaware
company (the "Company"), and Society National Bank, (the "Rights Agent"), the
Company and the Rights Agent hereby amend the Agreement as of January 19, 1999
as provided below.
1. Amendment of Section 1. Section 1 of the Rights Agreement is amended to
delete the definition of "Independent Director" in its entirety.
2. Amendment of Section 11. Section 11 of the Rights Agreement is amended
as follows:
(a) The phrase "the Independent Directors and" in the parenthetical in
subsection (a)(iii)(B)(3) of Section 11 of the Rights Agreement shall be
deleted.
(b) The phrase "the Independent Directors and" in the parenthetical in
subsection (a)(iii)(B)(6) of Section 11 of the Rights Agreement shall be
deleted.
(c) The phrase "the Independent Directors if the Independent Directors
constitute a majority of the Board of Directors or, in the event the Independent
Directors do not constitute a majority of the Board of Directors, by an
independent investment banking firm selected by the Board of Directors" in the
third to last sentence of the paragraph in subsection (d) of Section 11 of the
Rights Agreement shall be replaced with the phrase "the Board of Directors of
the Company."
(d) The phrase "the Independent Directors if the Independent Directors
constitute a majority of the Board of Directors or, in the event the Independent
Directors do
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not constitute a majority of the Board of Directors, by an independent
investment banking firm selected by the Board of Directors" in the last sentence
of the paragraph in subsection (d) of Section 11 of the Rights Agreement shall
be replaced with the phrase "the Board of Directors of the Company."
3. Amendment of Section 23. Section 23(a) of the Rights Agreement is
amended by replacing Section 23(a) in its entirety with the following:
"(a) The Board of Directors of the Company may, at its option, at any
time prior to the earlier of (x) the close of business on the tenth day
following the Shares Acquisition Date (or if the Shares Acquisition Date
shall have occurred prior to the Record Date, the close of business on the
tenth day following the Record Date), or (y) the Final Expiration Date,
redeem all but not less than all of the then outstanding Rights at a
redemption price of $.01 per Right as appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the date
hereof (such redemption price being hereinafter referred to as the
"Redemption Price"), and the Company may, at its option, pay the Redemption
Price either in shares of its Common Stock (valued at their Current Market
Price as defined in Section 11(d) on the date of the redemption), other
securities, cash or other assets. Notwithstanding anything contained in
this Agreement to the contrary, the Rights shall not be exercisable after
the first occurrence of a Section 11(a)(ii) Event until such time as the
Company's right of redemption hereunder has expired."
4. Amendment of Section 24. Section 24 of the Rights Agreement is amended
as follows:
(a) The parenthetical containing the phrase "(provided that there are then
Independent Directors in office and a majority of the Independent Directors
concur)" in the first parenthetical in subsection (a) of Section 24 of the
Rights Agreement shall be deleted.
(b) The phrase "the Independent Directors and" in subsection (d)(v) of
Section 24 of the Rights Agreement shall be deleted.
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5. Amendment of Section 27. Section 27 of the Rights Agreement is amended
as follows:
(a) The parenthetical containing the phrase "(provided, however, that any
such lengthening shall be effective only if there are Independent Directors in
office and shall require the concurrence of a majority of such Independent
Directors)" in subsection (iii) of Section 27 of the Rights Agreement shall be
deleted.
6. Amendment of Section 29. Section 29 of the Rights Agreement is amended
as follows:
(a) The parenthetical containing the phrase "(and, where specifically
provided for herein, the Independent Directors)" in the first parenthetical in
the second sentence of Section 29 of the Rights Agreement shall be deleted.
(b) The parenthetical containing the phrase "(or, as expressly provided,
the Independent Directors)" in the second parenthetical in the second sentence
of Section 29 of the Rights Agreement shall be deleted.
(c) The parenthetical containing the phrase "(or, as provided for, by the
Independent Directors)" in the last sentence of Section 29 of the Rights
Agreement shall be deleted.
(d) The phrase "or the Independent Directors" in subsection (ii) of the
last sentence of Section 29 of the Rights Agreement shall be deleted.
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The undersigned officer of the Company, being an appropriate officer of the
Company and authorized to do so by resolution of the Board of Directors of the
Company dated as of January 19, 1999, hereby certifies to the Rights Agent that
this amendment is in compliance with the terms of Section 27 of the Agreement.
CONSOLIDATED NATURAL GAS COMPANY, as Company
By: /s/ Stephen E. Williams
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Name: Stephen E. Williams
Title: Senior Vice President and
General Counsel
Acknowledged and Agreed:
SOCIETY NATIONAL BANK,
as Rights Agent
By: /s/ Joanne Gorostiola
-----------------------------------
Name: Joanne Gorostiola
Title: Assitant Vice President
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT, dated as of February 19, 1999, between
CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (the "Company"), and
FIRST CHICAGO TRUST OF NEW YORK, successor to Society National Bank (the "Rights
Agent"), amending the Rights Agreement, dated as of January 23, 1996, between
the Company and the Rights Agent pursuant to Section 27 thereof.
W I T N E S S E T H:
WHEREAS, the Company intends to enter into an Agreement and Plan of Merger,
between Dominion Resources, Inc., a Virginia corporation ("Dominion"), and the
Company, dated as of February 19, 1999 (the "Merger Agreement"), pursuant to
which the Company will merge with and into Dominion with Dominion as the
surviving corporation; and
WHEREAS, the Company and the Rights Agent desire to amend the Rights
Agreement in accordance with Section 27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements set
forth in the Rights Agreement and this Amendment, the parties hereby agree as
follows:
ARTICLE I
1. The Rights Agreement is amended by adding the following WHEREAS clause
immediately before the paragraph beginning "NOW, THEREFORE":
WHEREAS, the Board of Directors of the Company has authorized the
transactions contemplated by the Agreement and Plan of Merger (the "Merger
Agreement"), between Dominion Resources, Inc., a Virginia corporation
("Dominion"), and the Company, dated as of February 19, 1999, pursuant to
which the Company will merge with and into Dominion with Dominion as the
surviving corporation;
2. The Rights Agreement is amended by adding the following new Section to
the end of such Agreement:
"Section 35. Dominion Merger. Notwithstanding any provision herein to
the contrary, neither Dominion nor any of its Affiliates and Associates
shall be considered an Acquiring Person under this Agreement and no Shares
Acquisition Date or Distribution Date has occurred or will occur, in any
such case as a result of the approval, execution or delivery of the Merger
Agreement or the consummation of the transactions contemplated thereunder."
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ARTICLE II
1. Exhibit A to the Rights Agreement is amended as follows:
(a) by adding after "January 23, 1996" in the fifth line of the first
paragraph on page A-1 the phrase:
", as amended by Amendment No. 1 dated as of January 19, 1999 and as
amended by Amendment No. 2 dated as of February 19, 1999"
(b) by adding the following paragraph after the end of the paragraph
continued onto page A-2 from page A-1:
"Notwithstanding anything herein to the contrary, neither Dominion (as
defined below) nor any of its Affiliates and Associates is an "Acquiring
Person" and no "Shares Acquisition Date" or "Distribution Date" has
occurred or shall occur as a result of the approval, execution or delivery
of the Agreement and Plan of Merger, between Dominion Resources, Inc., a
Virginia corporation ("Dominion"), and the Company, dated as of February
19, 1999, or the consummation of the transactions contemplated thereunder."
2. Exhibit B to the Rights Agreement is amended as follows:
(a) by deleting the last sentence of the first paragraph on page B-1 and
substituting the following:
"The description and terms of the Rights are set forth in a Rights
Agreement, as amended (the "Rights Agreement"), between the Company and
First Chicago Trust of New York, successor to Society National Bank, as
Rights Agent (the "Rights Agent") as amended by Amendment No. 1, dated as
of January 19, 1999 and as amended by Amendment No. 2, dated as of February
19, 1999."
(b) by adding the following paragraph after the second full paragraph on
page B-4:
"Notwithstanding anything herein to the contrary, neither Dominion (as
defined below) nor any of its Affiliates and Associates (each as defined in
the Rights Agreement) is an "Acquiring Person" and no "Shares Acquisition
Date" or "Distribution Date" has occurred or shall occur as a result of the
approval, execution or delivery of the Agreement and Plan of Merger,
between Dominion Resources, Inc., a Virginia corporation ("Dominion"), and
the Company, dated as of February 19, 1999, or the consummation of the
transactions contemplated thereunder."
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(c) by deleting the last paragraph on page B-4 and substituting the
following:
"A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission (the "Commission") as an Exhibit to a Registration
Statement on Form 8-A dated January 23, 1996. A copy of Amendment No. 1 and
a copy of Amendment No. 2 have been filed with the Commission as an Exhibit
to Form 8-A/A, which amends the earlier Form 8-A. Copies of the Rights
Agreement and Amendment No. 1 and Amendment No. 2 thereto are available
free of charge from the Company. This summary description of the Rights
does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, as amended, which is hereby incorporated
by reference."
ARTICLE III
1. The term "Agreement" as used in the Rights Agreement shall be deemed to
refer to the Rights Agreement as amended by this Amendment No. 2.
2. The foregoing amendments contained in Articles I, II and III shall be
effective as of the date hereof and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. This Amendment No. 2 may be executed in two or more counterparts each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duty executed, all as of the day and year first above written.
CONSOLIDATED NATURAL GAS COMPANY
By: /s/ Stephen E. Williams
----------------------------------------
Name: Stephen E. Williams
Title: Senior Vice President
and General Counsel
FIRST CHICAGO TRUST OF NEW YORK, successor to Society National Bank, as Rights
Agent
By: /s/ Joanne Gorostiola
------------------------------
Name: Joanne Gorostiola
Title: Assistant Vice President
