File No. 070-09517
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. 1
TO
APPLICATION-DECLARATION
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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Dominion Resources, Inc. 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 communication in connection with this matter to:
Norbert F. Chandler, Esq.
General Attorney & Assistant Secretary
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Street
Pittsburgh, PA 15222
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APPLICATION-DECLARATION
UNDER
SECTIONS 6(a), 7, 9(a), 10, 11(b) and 13
AND
RULES 42, 80-92, 93 and 94
OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
FOR APPROVAL OF
ISSUANCE OF SECURITIES,
RETENTION OF NON-UTILITY BUSINESSES,
ESTABLISHMENT OF SERVICE 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. 070-09517 as follows:
Item 6. Exhibits and Financial Statements
A-1 Application-Declaration on Form U-1 filed by DRI and CNG seeking
authority for the Merger. (File No. 70-09477 and incorporated by
reference herein)
A-2 Joint Proxy/Registration Statement on Form S-4 of DRI and CNG. (File
No. 333-75669 and incorporated by reference herein)
B-1 DRI Registration Statement on Form S-3. (File No. 333-35501 and
incorporated by reference herein)
B-2 DRI Credit Agreement. (Filed in paper format in Form SE)
B-3 DRI Short-Term Credit Agreement. (Filed in paper format in Form SE)
B-4.1 DRI Indenture. (Filed as exhibit 4.1 to Form S-4 Registration, File
No. 333- 50653, April 21, 1998 and to be incorporated by reference
herein.)
B-4.2 First Supplemental Indenture. (Filed as exhibit 4.1 to Form S-4
Registration, File No. 333-50653, April 21, 1998 and to be
incorporated by reference herein.)
B-5 ELLF. (Filed in paper format in Form SE)
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B-6 Promissory Note due 2008. (Filed in paper format in Form SE)
B-7 Guarantee Agreement dated as of October 30, 1998 in favor of
Bayerische Landesbank Girozentrale. (Filed in paper format in Form SE)
C-1 Intercompany Credit Agreement dated as of August 31, 1987 with DEI.
(Filed in paper format in Form SE)
C-2 Liquidity Support Agreement dated as of February 27, 1998 made by DRI
in favor of Commonwealth Edison Company. (Filed in paper format in
Form SE)
C-3 Backstop Cash Management Agreement dated as of April 28, 1998 between
DRI, Kincaid Generation, L.L.C. and LaSalle National Bank, as
collateral trustee. (Filed in paper format in Form SE)
C-4 Backstop Equity Subscription Agreement dated as of April 28, 1998
between DRI, Kincaid Generation, L.L.C. and LaSalle National Bank, as
collateral trustee. (Filed in paper format in Form SE)
C-5 Support Agreement dated as of October 21, 1987 made in connection with
the $143,900,000 Loan Agreement between Rumford Cogeneration Company
and Bank of America National Trust and Savings Association. (Filed in
paper format in Form SE)
C-6 Support Agreement dated as of July 19, 1993 made in connection with
the Loan Agreement and the Investment Agreement, each between Belize
Electric Company Ltd. and Commonwealth Development Corporation and
International Finance Corporation. (Filed in paper format in Form SE)
C-7 Support Agreement dated as of February 8, 1996 made by DRI in favor of
DEI in connection with the $400,000,000 Multi-Currency Credit
Agreement between DEI, the lenders party thereto and ABN AMRO North
America, Inc. as agent. (Filed in paper format in Form SE)
C-8 Support Agreement dated as of April 9, 1998 made by DRI in favor of
DEI in connection with the Extending Revolving Term Loan Agreement
between Dominion Energy Canada, Ltd., the lenders party thereto and
The Bank of Nova Scotia, as agent. (Filed in paper format in Form SE)
D-1 Intercompany Credit Agreement dated as of December 20, 1985 with DCI.
(Filed in paper format in Form SE)
D-2 Guaranty Agreement dated as of May 13, 1996 by DRI in favor of DYNEX
Capital, Inc. (formerly Resource Mortgage Capital, Inc.) (Filed in
paper format in Form SE)
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D-3 Support Agreement dated as of February 5, 1999 made by DRI in favor of
DCI (Filed in paper format in Form SE)
D-4 Support Agreement dated as of May 20, 1997 made by DRI in favor of
DCI. (Filed in paper format in Form SE)
D-5 Support Agreement dated as of November 7, 1997, as amended, made by
DRI in favor of DCI in connection with the Credit Agreement between
DCI, the lenders party thereto and ABN AMRO Bank N.V., as agent.
(Filed in paper format in Form SE)
D-6 Support Agreement dated as of June 30, 1998, as amended, made by DRI
in favor of DCI in connection with the Letter of Credit Reimbursement
Agreement between DCI and Citibank, N.A. (Filed in paper format in
Form SE)
D-7 Support Agreement dated as of November 3, 1998, as amended, made by
DRI in favor of DCI. (Filed in paper format in Form SE)
E-1 Press Release issued by DRI re Virginia Power restructuring. (Filed in
paper format in Form SE)
E-2 DRI Exemption Statement on Form U-3A-2 for the fiscal year ended
December 31, 1998. (File No. 69-278 and incorporated by reference
herein)
E-3 Organizational Chart of DRI Subsidiaries. (Filed in paper format in
Form SE)
F-1 CNG Annual Report on Form U5S for the fiscal year ended December 31,
1998. (File No. 30-203 and incorporated by reference herein)
F-2 CNG Credit Agreement. (Filed in paper format in Form SE)
G-1 Service Agreement. (To be filed by amendment)
H-1.2 CNG Registration Statement on Form S-3. (File No. 333-25347 and
incorporated by reference herein)
H-1.2 Dominion Direct. (Filed as Registration Statement on Form S-3 File No.
333- 46043, effective date February 11, 1998).
H-2 DRI Incentive Compensation Plan. (Filed as Registration Statement on
Form S- 8 333-25587, effective date April 22, 1997 and Filed as
Registration Statement on Form S-8, File No. 333-78173, effective date
May 10, 1999.)
H-3 Virginia Power Hourly Employee Savings Plan. (Filed as Registration
Statement Form S-8, File No. 333-09167, effective date July 30, 1996.)
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H-4 Dominion Subsidiary Savings Plan. (Filed as Registration Statement on
Form S-8, File No. 33-62705, effective date September 15, 1995.)
H-5.1 CNG Long-Term Incentive Plan. (Filed as Exhibit C to CNG's 1982
Definitive Proxy Statement, File No. 1-3196 and incorporated by
reference herein)
H-5.2 Amendment to CNG Long-Term Incentive Plan. (Filed as Exhibit A to
CNG's 1985 Definitive Proxy Statement, File No. 1-3196 and
incorporated by reference herein)
H-5.3 Amendment to CNG Long Term Incentive Plan. (Filed as Exhibit 10(0) to
CNG's 1996 Annual Report on Form 10-K, File No. 1-3196 and
incorporated by reference herein)
H-6 CNG 1991 Plan. (Filed as Exhibit A to CNG's 1991 Definitive Proxy
Statement, File No. 1-3196 and incorporated by reference herein)
H-7 CNG 1995 Plan. (Filed as Exhibit 10(M) to CNG's 1996 Annual Report on
Form 10-K, File No. 1-3196 and incorporated by reference herein)
H-8 CNG 1997 Plan. (Filed as Exhibit A to CNG's 1997 Definitive Proxy
Statement, File No. 1-3196 and incorporated by reference herein)
H-9 CNG Directors' Plan. (Filed as Exhibit A to CNG's 1994 Definitive
Proxy Statement. File No. 1-3196 and incorporated by reference herein)
I Form of Notice.
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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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