-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PIpAHTvbTrDdxbKll5cb/+b24D/zfvXxbgyr2xZv402IZc2yVnuTW1Vf7lnBxSpD KbM08FHsE0dekhjH1WIZQA== 0000898080-99-000193.txt : 19990623 0000898080-99-000193.hdr.sgml : 19990623 ACCESSION NUMBER: 0000898080-99-000193 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-09477 FILM NUMBER: 99649998 BUSINESS ADDRESS: STREET 1: 901 E BYRD ST, WEST TOWER STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047755700 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 901 EAST BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23261 U-1/A 1 AMENDMENT NO. 2 TO APPLICATION 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 ---------------------------------------------- AMENDMENT NO. 2 TO APPLICATION 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) ---------------------------------------------- None Consolidated Natural Gas Company (Name of top registered holding company parent of each applicant or declarant) ---------------------------------------------- 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) ---------------------------------------------- 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 -2- 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 -3- 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) -4- 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) -5- 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) -6- 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 ---------------------------- ---------------------------- 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 -7- -----END PRIVACY-ENHANCED MESSAGE-----