<PAGE> 1
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): December 17, 1999
CONSOLIDATED NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-3196 13-0596475
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
CNG Tower, 625 Liberty Avenue, Pittsburgh, PA 15222-3199
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (412) 690-1000
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 5. OTHER EVENTS
On December 17, 1999, Dominion Resources, Inc. and Consolidated
Natural Gas Company issued a press release concerning the setting of an
anticipated merger closing date of January 28, 2000. A copy of the press
release is hereby incorporated by reference and made a part of this filing
as Exhibit 1 hereto.
<PAGE> 3
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 D. M. WESTFALL
______________________________
(D. M. Westfall)
Senior Vice President,
Nonregulated Business
and Chief Financial Officer
December 21, 1999
<PAGE> 1
Exhibit 1
DOMINION RESOURCES, CNG SET
ANTICIPATED MERGER CLOSING DATE OF JANUARY 28, 2000
Shareholders to Be Sent Exchange Materials Starting Next Week
RICHMOND, Va., December 17, 1999, Dominion Resources, Inc., (NYSE: D) and
Consolidated Natural Gas Company (NYSE: CNG) said today they have set an
anticipated closing date of January 28, 2000, for the merger of the two
companies. The combination will create the largest fully integrated natural
gas and electric power company in the United States.
The closing date is contingent upon receiving final approval from the
Virginia State Corporation Commission (SCC). The SCC previously approved
the merger with the condition that it conduct a final review after the U.S.
Securities and Exchange Commission (SEC) approval. The SEC approval was
granted on December 15, 1999, and the SCC has until December 31, 1999, to
act. All other regulatory approvals have been received.
Starting next week, Dominion Resources and CNG shareholders will be sent
instructions and forms to be used in electing whether to exchange their
stock for common shares of Dominion Resources, cash, or a combination of
the two.
Thos. E. Capps, chairman, president and chief executive officer of Dominion
Resources, and George A. Davidson, Jr., chairman and chief executive
officer of CNG, said in a joint statement:
"The fact that we expect to complete this merger in just 11 months since
it was announced last February is strong evidence of the focus, dedication
and commitment of the people in our organizations. We intend to bring those
same skills to bear on quickly integrating the operations so that the
combined entity delivers outstanding performance for our shareholders,
customers, employees and communities."
After the merger, Dominion Resources will serve about 4 million electric
and natural gas customers in five states. It will have about 20,000
megawatts of electric generating capacity and will operate one of North
America's largest natural gas storage systems. The merged company also will
be one of the largest independent oil and natural gas exploration and
production companies in North America, with more than 3 trillion cubic
feet equivalent of reserves in the United States and Canada.
<PAGE> 2
####
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 Dominion: Contacts for CNG:
Media: Media:
Mark Lazenby 804/819-2042 Chet Wade 412/690-1361
Investors: Investors:
Thomas Wohlfarth 804/819-2150 Jim Garrett 412/690-1485
