SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM 8-K
FILED FEBRUARY 14, 2000
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2000
CONSOLIDATED NATURAL GAS COMPANY
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-3196 54-1966737
- --------------------------------------------------------------------------
(State of incorporation) (Commission (IRS Employer
File Number) Identification No.)
120 Tredegar Street; Richmond, Virginia 23219
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (804) 819-2000
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
The following Item 4 disclosure restates the response under Item 4 of the
Current Report on Form 8-K of Consolidated Natural Gas Company previously
filed with the Securities and Exchange Commission on February 14, 2000.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) The merger of Consolidated Natural Gas Company (Old CNG) into a wholly-
owned subsidiary (New CNG) of Dominion Resources, Inc. (Dominion) was
consummated on January 28, 2000. New CNG was the survivor of the
merger and its name was changed to "Consolidated Natural Gas Company."
The transaction was completed in accordance with the description of the
merger in the Form S-4 Registration/Proxy Statement effective May 21,
1999, SEC File No. 333-75669.
PricewaterhouseCoopers LLP (PwC) was the certifying accountant for Old
CNG. PwC was dismissed on the date the merger was consummated.
Correspondingly, Deloitte & Touche LLP (D&T), the certifying accountant
for Dominion, was engaged by New CNG on the date the merger was
consummated.
The PwC's report on the financial statements of Old CNG for the past two
years ended December 31, 1999 did not contain an adverse opinion, or a
disclaimer of opinion, and was not qualified or modified in any way.
The decision to change independent accountants was not recommended or
approved by Old CNG's board of directors or its audit committee of the
board of directors. However, the decision to retain one independent
accounting firm was made by the management of Dominion and was
recommended by the audit committee and approved by the board of
directors of Dominion on January 21, 2000 subject to the closing of the
merger on January 28, 2000.
During Old CNG's two most recent fiscal years ended December 31, 1999
and the subsequent interim period preceding the dismissal of PwC, there
were no disagreements between management and PwC on any matter of
accounting principles or practices, financial statement disclosures, or
auditing scope or procedures, which disagreements, if not resolved to
the satisfaction of PwC, would have caused PwC to make reference to the
subject matter of the disagreement in connection with its report. Also,
during this same period there were no reportable events as defined or
listed in Item 304 of Regulation S-K.
PwC has furnished the registrant with a letter, filed herewith as
Exhibit 16, expressing its agreement with the representations made in
this amendment to Form 8-K.
(b) D&T, the existing certifying accountant of Dominion at the time of the
merger, was engaged by New CNG on the date the merger was consummated so
that Dominion and all its significant subsidiaries would be audited by a
single independent accounting firm. For the two most recent fiscal
years ended December 31, 1999 and the subsequent interim period prior to
the engagement of D&T, the management of Old CNG did not consult with
D&T on any accounting, auditing or financial reporting issues.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
16 - Letter re: change in certifying accountant (filed herewith).
<PAGE>
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)
J. L. Trueheart
By:
----------------------------------
(J. L. Trueheart)
Group Vice President
and Controller
(Principal Accounting Officer)
April 4, 2000
April 4, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Consolidated Natural Gas Company, pursuant
to Item 4 of Form 8-K, as part of Amendment No. 1 to the Company's Form 8-K
report which we understand will be filed with the Commission, on April 4,
2000. We agree with the statements concerning our firm in such Amendment No.
1.
PricewaterhouseCoopers LLP
[TYPE] COVER
[DESCRIPTION] COVER LETTER
[TEXT]
April 4, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs and Madams:
Re: File No. 1-3196
Delivered herewith for filing via EDGAR is Amendment No. 1 dated April 4,
2000, to Consolidated Natural Gas Company's Current Report on Form 8-K which
was filed on February 14, 2000. The registrant first attempted to file its
Form 8-K on February 3, 2000 but encountered technical EDGAR difficulties
which were not resolved, with the assistance of the SEC's EDGAR support
staff, until the filing date of February 14, 2000.
Very truly yours,
N. F. Chandler
Attorney
Enclosures
