Dominion Resources Inc. and Consolidated Natural Gas Co.shareholders approved the merger of the companies to create thelargest fully integrated gas and electric company in the U.S.

Dominion shares voted favored the merger by 99%. CNG reportedthat 98% of shares voted favored the merger.

Dominion corporate offices are in Richmond, VA. CNG isheadquartered in Pittsburgh, PA. The combined company will be knownas Dominion Resources and will be based in Richmond but willmaintain a significant presence in Pittsburgh.

CNG and Dominion recently announced a joint venture to constructfour gas-fired electric generating units in West Virginia, Ohio andPennsylvania. Other joint initiatives are being developed.

Under terms of the merger agreement, CNG shareholders willreceive a combination of Dominion common shares and cash valuedprior to the merger at $66.60 for each CNG share. CNG shareholdersmay request all cash, all Dominion shares or a combination of both,subject to certain limitations. CNG shareholders will receivespecific instructions at a later date explaining how and when theywill be able to exchange their shares.

The Dominion Resources-CNG combination will have about 4 millionretail customers in five states. The merged company will own about20,000 megawatts of generating capacity, more than 3 Tcf of gasreserves, and will operate the largest gas storage system in NorthAmerica. Additionally, the merged company will be one of thelargest independent oil and gas exploration and productioncompanies on the continent.

The merger is also moving ahead on the regulatory front, withall necessary approvals expected this fall. The Pennsylvania PublicUtility Commission last week approved the merger. The companies areworking toward closing by the end of the year.

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