File No. 070-09477
As filed with the Securities and Exchange Commission
on June 22, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1 APPLICATION-DECLARATION
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AMENDMENT NO. 2
TO
APPLICATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Dominion Resources, Inc. Consolidated Natural Gas
120 Tredegar Street Company
Richmond, VA 23219 CNG Tower, 625 Liberty Avenue
Pittsburgh, PA 15222
(Name of company filing this statement and
address of principal executive offices)
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None Consolidated Natural Gas
Company
(Name of top registered holding company
parent of each applicant or declarant)
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James F. Stutts Stephen E. Williams
Vice President and Senior Vice President and
General Counsel General Counsel
Dominion Resources, Inc. Consolidated Natural Gas
120 Tredegar Street Company
Richmond, VA 23219 CNG Tower, 625 Liberty Avenue
Pittsburgh, PA 15222
(Name and address of agent for service)
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The Commission is also requested to send copies
of any communications in connection with this matter to:
Gary W. Wolf, Esq.
Kevin J. Burke, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, NY 10005
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APPLICATION
UNDER
SECTIONS 9(a)(2) and 10
OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
FOR APPROVAL OF
ACQUISITION OF REGISTERED HOLDING COMPANY
AND
RELATED MATTERS
Dominion Resources, Inc. and Consolidated Natural Gas Company hereby amend
and restate Item 6. Exhibits and Financial Statements to their Application in
File No. 070-09477 as follows:
Item 6. Exhibits and Financial Statements
A. Exhibits
A-1 Articles of Incorporation of DRI as in effect on April 16, 1999.
(Filed as Exhibit 3(i) to DRI's Form 10-Q for the quarter ended
March 31, 1999, File No. 1-8489 and incorporated by reference
herein)
A-2 By-Laws of DRI as in effect on April 16, 1999. (Filed as Exhibit
3(ii) to DRI's Form 10-Q for the quarter ended March 31, 1999 and
incorporated by reference herein)
A-3 Restated Certificate of Incorporation of CNG. (Filed as Exhibit
A-1 to Form U-1, File No. 70-7811 and incorporated by reference
herein)
A-3.1 Amendment, dated May 31, 1996, to Exhibit A-1. (Filed as Exhibit
4(B) to the Registration Statement on Form S-3, File No.
333-10869 and incorporated by reference herein)
A-4 By-laws of CNG, last amended May 19, 1996. (Filed as Exhibit 3B
to Form 2158 for the year ended December 31, 1998, File No.
1-3196 and incorporated by reference herein)
B-1 Amended and Restated Agreement and Plan of Merger, dated as of
May 11, 1999 by and between DRI and CNG. (Included in Exhibit C-1
hereto)
C-1 Registration Statement on Form S-4 of DRI for the shareholders
meeting to be held in connection with the Merger (Filed with the
Commission on
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May 20, 1999, File No. 333-75669 and incorporated by reference
herein)
C-2 Joint Proxy Statement/Prospectus of DRI and CNG for the special
meeting of shareholders to be held in connection with the Merger.
(Included in Exhibit C-1)
D-1.1 Application to the FERC under the FPA. (Filed in paper format in
Form SE)
D-1.2 Order of the FERC. (To be filed by amendment)
D-2.1 Submission to the Virginia Commission. (Filed in paper format in
Form SE)
D-2.2 Order of the Virginia Commission. (To be filed by amendment)
D-3.1 Submission to the North Carolina Commission. (Filed in paper
format in Form SE)
D-3.2 Order of the North Carolina Commission. (To be filed by
amendment)
D-4.1 Submission to the West Virginia Commission. (Filed in paper
format in Form SE)
D-4.2 Order of the West Virginia Commission. (To be filed by
amendment)
D-5.1 Submission to the Pennsylvania Commission. (Filed in paper
format in Form SE)
D-5.2 Order of the Pennsylvania Commission. (To be filed by amendment)
E-1 Map of service territory of DRI. (Filed in paper format in Form
SE)
E-2 Map of service territory of CNG. (Filed in paper format on Form
SE)
E-3 Statistical Analysis of companies in the DRI-CNG region. (To be
filed by amendment)
E-4 DRI Corporate Organization Chart. (Filed in paper format in Form
SE)
E-5 CNG Corporate Organization Chart. (Filed in paper format in Form
SE)
F-1 Opinion of Counsel. (To be filed by amendment)
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F-2 Past tense opinion of counsel. (To be filed by amendment)
G-1 Opinion of Lehman Brothers, Inc. (Included in Exhibit C-1)
G-2 Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
(Included in Exhibit C-1)
H-1 Annual Report of DRI on Form 10-K for the year ended December 31,
1998. (Filed with the Commission on March 1, 1999, File No.
1-8489 and incorporated by reference herein)
H-2 Annual Report of CNG on Form 10-K for the year ended December 31,
1998. (Filed with the Commission on March 15, 1999, File No.
1-3196 and incorporated by reference herein)
H-3 Quarterly Report on Form 10-Q of DRI for the quarter ended March
31, 1999 (filed with the Commission on May 17, 1999, File No.
1-8489 and incorporated by reference herein)
H-4 Quarterly Report on Form 10-Q of CNG for the quarter ended March
31, 1999 (filed with the Commission on May 14, 1999, File No.
1-3196 and incorporated by reference herein)
H-5 Form U-3A-2 of DRI for the year ended December 31, 1998 (filed
with the Commission on February 26, 1999, File No. 69-278 and
incorporated by reference herein)
I-1 Proposed Form of Notice
J-1 Lost Economies Study. (To be filed by amendment)
B. Financial Statements
FS-1 DRI Unaudited Pro Forma Condensed Consolidated Balance Sheet.
(Included in Exhibit C-1)
FS-2 DRI Unaudited Pro Forma Condensed Consolidated Statement of
Income. (Included in Exhibit C-1)
FS-3 Notes to DRI Unaudited Pro Forma Condensed Consolidated Financial
Statements. (Included in Exhibit C-1)
FS-4 DRI Consolidated Balance Sheet as of December 31, 1998. (Included
in Exhibit H-1)
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FS-5 DRI Consolidated Statement of Income for the twelve months ended
December 31, 1998. (Included in Exhibit H-1)
FS-6 CNG Consolidated Balance Sheet as of December 31, 1998. (Included
in Exhibit H-2)
FS-7 CNG Consolidated Statement of Income for the twelve months ended
December 31, 1998. (Included in Exhibit H-2)
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SIGNATURE
Pursuant to the Public Utility Holding Company Act of 1935, each of the
undersigned companies has caused this Application-Declaration to be signed on
its behalf by the undersigned thereunto duly authorized.
DOMINION RESOURCES, INC. CONSOLIDATED NATURAL GAS COMPANY
By: /s/ James F. Stutts By: /s/ Stephen E. Williams
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Name: James F. Stutts Name: Stephen E. Williams
Title: Vice President and Title: Senior Vice President
General Counsel and General Counsel
Date: June 22, 1999 Date: June 22, 1999
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