The Virginia Corporation Commission (SCC) has given finalapproval to the merger of Dominion Resources Inc. (DRI) andConsolidated Natural Gas Co. CNG). The SCC said it is satisfied therecent approval of the merger by the Securities and ExchangeCommission (SEC) is not inconsistent with the Virginia commission’sprevious orders. The SCC reserved the opportunity to review the SECorder to ensure that Virginia’s ability to safeguard Virginiaratepayers was maintained. The merger means the control of VirginiaNatural Gas (VNG), a subsidiary of CNG, will transfer to DRI, theparent company of Virginia Power.

In a stipulation filed with the SCC, the companies agreed tosell Virginia Natural Gas within 12 months following the merger.The companies have announced an anticipated merger closing date ofJan. 28. If the sale does not occur within a year, VNG would bespun off as a separate company, and Dominion Resources’shareholders would receive shares of VNG common stock. The deadlinecan be extended by the commission.

VNG provides gas to 220,000 customers in parts of central andeastern Virginia, including the cities of Norfolk, Virginia Beach,Chesapeake, Suffolk, Newport News, Hampton, Williamsburg, Poquoson;and the counties of Charles City, James City, Hanover and York.

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