File No. 70-09477
As filed with the Securities and Exchange Commission
on February 22, 2000
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1 APPLICATION-DECLARATION
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POST-EFFECTIVE AMENDMENT NO. 6
TO
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
-----------------------------------
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)
-----------------------------------
Dominion Resources, Inc. Consolidated Natural Gas
Company
(Name of top registered holding company
parent of each applicant or declarant)
-----------------------------------
James F. Stutts James F. Stutts
Vice President and 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)
-----------------------------------
The Commission is also requested to send copies
of any communications in connection with this matter to:
Douglas W. Hawes, Esq.
Tia S. Barancik, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 155th Street
New York, NY 10019
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APPLICATION-DECLARATION
UNDER
SECTIONS 9(a)(2), 10, 11 AND 13
OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
FOR APPROVAL OF
ACQUISITION OF REGISTERED HOLDING COMPANY,
RETENTION OF NON-UTILITY BUSINESSES,
FORMATION OF SERVICE COMPANY
AND
RELATED MATTERS
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Table of Contents
Page
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Item 6. Exhibits and Financial Statements...................................1
A. Exhibits.......................................................1
B. Financial Statements...........................................4
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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)
A-5 Articles of Incorporation of DRI New Sub I, Inc. (Previously
filed)
A-6 Bylaws of DRI New Sub I, Inc. (Previously filed)
A-7 Certificate of Incorporation of DRI New Sub II, Inc.
(Previously filed)
A-8 Bylaws of DRI New Sub II, Inc. (Previously filed)
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 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)
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C-3 Application-Declaration on Form U-1 filed by DRI and CNG
seeking certain financing authority. (File No. 70-09517 and
incorporated by reference herein)
D Consent Agreement with FTC. (Previously filed)
D-1.1 Application to the FERC under the FPA. (Previously filed)
D-1.2 Order of the FERC. (Previously filed)
D-1.2.1 Compliance Filing with the FERC. (Previously filed)
D-2.1 Submission to the Virginia Commission. (Previously filed)
D-2.2 Order of the Virginia Commission. (Previously filed)
D-2.2A Amending Order of the Virginia Commission. (Previously
filed)
D-3.1 Submission to the North Carolina Commission. (Previously
filed)
D-3.1A Stipulation Agreement filed with the North Carolina
Commission. (Previously filed)
D-3.2 Order of the North Carolina Commission. (Previously filed)
D-4.1 Submission to the West Virginia Commission. (Previously
filed)
D-4.2 Order of the West Virginia Commission. (Previously filed)
D-5.1 Submission to the Pennsylvania Commission. (Previously
filed)
D-5.2 Order of the Pennsylvania Commission. (Previously filed)
D-6 Letter of the Ohio Commission. (Previously filed)
E-1 Map of service territory of DRI. (Previously filed)
E-2 Map of service territory of CNG. (Previously filed)
E-3 Statistical Analysis of companies in the DRI-CNG region.
(Previously filed)
E-4 DRI Corporate Organization Chart. (Previously filed)
E-5 CNG Corporate Organization Chart. (Previously filed)
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E-6 Description of Non-Utility Subsidiaries. (Previously filed)
F-1 Opinion of Counsel. (Previously filed)
F-2 Past tense opinion of counsel.
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 Quarterly Report on Form 10-Q of DRI for the quarter ended
June 30, 1999. (Filed with the Commission on August 12,
1999, File No. 1-8489 and incorporated by reference herein)
H-6 Quarterly Report on Form 10-Q of CNG for the quarter ended
June 30, 1999. (Filed with the Commission on August 3, 1999
File No. 1-3196 and incorporated by reference herein)
H-7 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. (Previously filed)
J-1 Lost Economies Study. (Previously filed)
K-1.1 Form of Service Agreement. (Previously filed)
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K-1.2 Form of Virginia Power Support Agreement (Previously filed)
K-1.3 Form of Ancillary Service Agreement. (Previously filed)
K-2.1 Cost Allocation and Services Agreement dated July 1, 1986
between DRI and Virginia Power. (Previously filed)
K-2.2 Intercompany Transportation Agreement dated October 23,
1993 between DRI and Virginia Power. (Previously filed)
K-2.3 Summary of Insurance Services Arrangements provided by
Virginia Power. (Previously filed)
K-2.4 Summary of Employee Benefit Services Arrangements provided
by Virginia Power. (Previously filed)
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)
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/ James F. Stutts
------------------------------- --------------------------------
Name: James F. Stutts Name: James F. Stutts
Title: Vice President and Title: Vice President and
General Counsel General Counsel
Date: February 22, 2000 Date: February 22, 2000
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LEBOEUF, LAMB, GREENE & MACRAE
L.L.P.
A Limited Liability Partnership Including Professional Corporations
125 West 55th Street
New York, NY 10019-5389
February 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Dominion Resources, Inc. and Consolidated Natural Gas Company
(File No. 70-09477)
Ladies and Gentlemen:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of the
Application-Declaration on Form U-1 (File 70-09477) (the "Application") of
Dominion Resources, Inc. ("DRI") and Consolidated Natural Gas Company ("CNG")
under the Public Utility Holding Company Act of 1935, as amended (the "Act").
The Application requests that the Commission issue an order authorizing the
merger (the "Merger") between DRI and CNG pursuant to which DRI will acquire all
of the issued and outstanding shares of common stock of CNG, which, in turn owns
all of the outstanding shares of common stock of four gas utility companies (as
defined in section 2(a)(4) of the Act) namely, Virginia Natural Gas, Inc., a
Virginia corporation ("VNG"), Hope Gas, Inc., a West Virginia corporation
("Hope"), The Peoples Natural Gas Company, a Pennsylvania corporation
("Peoples"), and The East Ohio Gas Company, an Ohio corporation ("East Ohio").
We have acted as counsel to DRI in connection with the filing of the
Application.
In connection with this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of such corporate records
of DRI and CNG, certificates of public officials, certificates of officers and
representatives of DRI and CNG, and other documents as we have deemed necessary
in order to render the opinions hereinafter set forth.
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Securities and Exchange Commission
February 18, 2000
Page 2
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
the original documents of all documents submitted to us as copies. As to any
facts material to our opinion, we have, when relevant facts were not
independently established, relied upon the aforesaid agreements, instruments,
certificates and documents.
The opinions expressed below with respect to the Merger described in the
Application are subject to the following further assumptions and conditions:
a. The Merger has been duly authorized and approved, to the extent required
by the governing corporate documents and applicable state laws, by the Board of
Directors of DRI and the Board of Directors of CNG and the shareholders of DRI
and the shareholders of CNG.
b. All required approvals, authorizations, consents, certificates, rulings
and orders of, and all filings and registrations with, all applicable federal
and state commissions and regulatory authorities with respect to the Merger have
been obtained or made, as the case may be, and have become final and
unconditional in all respects and have remained in effect (including the
approval and authorization of the Commission under the Act) and the Merger has
been accomplished in accordance with all such approvals, authorizations,
consents, certificates, orders, filings and registrations.
c. The Commission has duly entered an appropriate order with respect to the
Merger as described in the Application granting and permitting the Application
to become effective under the Act and the rules and regulations thereunder.
d. The registration statement on Form S-4 (no. 333-75669) filed with the
Commission on May 20, 1999 with respect to the shares of DRI common stock to be
issued in connection with the Merger remains effective pursuant to the
Securities Act of 1933, as amended; no stop order has been entered with respect
thereto; and the issuance of shares of DRI common stock in connection with the
Merger has been consummated in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
e. The solicitation of proxies from the shareholders of CNG with respect to
the Merger was conducted in accordance with the Act, and the rules and
regulations thereunder.
f. The applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and the rules and regulations thereunder
has expired.
g. The appropriate certificate of merger has been duly and validly filed
with the Secretary of State of the State of Delaware, and such other corporate
formalities as are
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Securities and Exchange Commission
February 18, 2000
Page 3
required by the laws of the State of Delaware for the consummation of the Merger
have been taken; and such merger has become effective in accordance with the
laws of the State of Delaware.
h. The parties have obtained all consents, waivers and releases, if any,
required for the Merger under all applicable governing corporate documents,
contracts, agreements, debt instruments, indentures, franchises, licenses and
permits.
Based on the foregoing, and subject to the assumptions and conditions set
forth herein, we are of the opinion that:
1. All state laws applicable to the proposed Merger have been complied
with; however, we express no opinion as to the need to comply with state blue
sky laws.
2. DRI is a corporation validly organized, duly existing and in good
standing in the Commonwealth of Virginia.
3. The shares of DRI common stock issued in connection with the Merger have
been validly issued, fully paid and nonassessable, and the holders thereof are
entitled to the rights and privileges appertaining thereto set forth in the
restated Articles of Incorporation of DRI.
4. DRI has legally acquired the shares of common stock of CNG.
5. The consummation of the Merger did not violate the legal rights of the
holders of any securities issued by DRI.
We are members of the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the Federal laws of the United States. In rendering the foregoing
opinion, as to all matters governed by the laws of the States of Virginia, West
Virginia, Pennsylvania, Ohio and North Carolina, we have relied, without
independent inquiry, solely upon the opinions of local counsel.
We hereby consent to the use of this opinion as an exhibit to the
Application.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
