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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) February 21, 1994
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ASSOCIATED NATURAL GAS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-1008 84-1041166
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
370 17th Street, Suite 900, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 595-3331
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N/A
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(Former name or former address, if changes since last report.)
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Item 5. Other Events.
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Associated Natural Gas Corporation and its subsidiary, Associated
Natural Gas, Inc., issued a press release on February 21, 1994 announcing that
they had entered into a definitive Agreement and Plan of Merger with Grand
Valley Gas Company.
Item 7c. Exhibits.
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1. Press Release dated February 21, 1994 respecting the Agreement and
Plan of Merger among Associated Natural Gas Corporation, its
subsidiary, Associated Natural Gas, Inc., and Grand Valley Gas
Company dated as of February 21, 1994.
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SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
ASSOCIATED NATURAL GAS CORPORATION
By: /s/ Harold R. Logan, Jr.
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Harold R. Logan, Jr.
Senior Vice President - Finance
Date: February 25, 1994
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(LOGO OF ASSOCIATED NATURAL GAS CORPORATION APPEARS HERE)
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ASSOCIATED NATURAL GAS CORPORATION
N E W S R E L E A S E
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CONTACTS:
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Associated Natural Gas Corporation Grand Valley Gas Company
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Donald H. Anderson, President Jeff J. Fishman, President
Harold R. Logan, Jr., Sr. V.P./Finance Michael D. Fowler, V.P./Treasurer
303-595-3331 801-531-4400
Monday, February 21, 1994
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Denver, Colorado - Associated Natural Gas Corporation (NYSE:NGA) and Grand
Valley Gas Company (NASDAQ:GVGC) today announced that the companies have
signed a definitive agreement to merge. Consummation of the transaction is
conditioned on, among other things, completion of due diligence by both
companies, the approval of GVGC's shareholders and approval of all applicable
regulatory authorities. It is anticipated that the merger will be completed
and effective by July 1, 1994. Terms of the agreement call for the exchange
of .25 shares of NGA stock for each share of GVGC. Approximately 1.6 million
shares of NGA stock will be issued.
The combined companies will market approximately 2.3 BCF per day of natural
gas and will serve the North American natural gas market. Management of both
companies believes the expanded national presence resulting from the merger
will better enable the combined entity to serve its utility, end-user and
producer customers.
Associated Natural Gas Corporation, headquartered in Denver, Colorado, is
engaged in the business of purchasing, gathering, transporting, processing,
and marketing natural gas, natural gas liquids, and crude oil to industrial
end-users, local distribution companies, liquid petroleum wholesalers and
retailers and refiners. NGA's pipeline and processing facilities include 32
natural gas gathering systems; 13 natural gas processing plants; 5 natural
gas liquid fractionation facilities; 2 natural gas liquids transmission
pipelines; and extensive crude oil gathering and transmission systems covering
southern Oklahoma, north
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(LOGO OF ASSOCIATED NATURAL GAS CORPORATION APPEARS HERE)
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ASSOCIATED NATURAL GAS CORPORATION
Texas, and south Texas. These facilities, situated in major natural gas and
crude oil producing regions of the United States, connect over 7,600 wells to
approximately 9,000 miles of NGA-owned pipeline. At December 31, 1993, NGA
marketed in excess of 1.6 billion cubic feet of natural gas per day and over
36,000 bbls per day of natural gas liquids and 60,000 bbls per day of crude
oil. For the 12 months ended December 31, 1993, NGA's total revenues were
$1.5 billion.
Headquartered in Salt Lake City, Utah, Grand Valley Gas Company is an 11-year-
old natural gas marketing company with natural gas gathering, processing and
storage operations in New Mexico, Kansas, Texas, Oklahoma, Wyoming and Utah.
GVGC's principal sales regions are the Pacific Northwest, Rocky Mountains,
western Canada and California, three of which are not currently served by NGA.
GVGC also has a Canadian gas supply presence and maintains an office in
Calgary, Alberta. Other offices are located in Irvine, California; Tulsa,
Oklahoma; and Vancouver, Washington. For the 12 months ended November 30,
1993, GVGC marketed over 500 MMCF of natural gas per day and had total
revenues of $324.0 million.
Because of required approvals and other conditions, no assurance can be given
that the transaction will be consummated, or will be completed within the time
frame referenced.
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