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Exhibit B-1
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER is dated as of
_______________, 1996 (this "Agreement") between WEST OHIO
GAS COMPANY, an Ohio corporation ("WOG"), and THE EAST OHIO
GAS COMPANY, an Ohio corporation ("EOG") are hereinafter
sometimes collectively referred to as the "Constituent
Corporations".
WITNESSETH:
A. WOG is authorized to have Outstanding 3,000
shares of common stock, par value $10,000 per share ("WOG
Common Stock"), 1,499 shares of which are issued and
Outstanding as of the date hereof.
B. EOG is authorized to have outstanding
4,500,000 shares Of Common Stock, par value $50 per share
("EOG Common Stock"), 4,159,353 shares of which are issued
and outstanding as of the date hereof.
C. Consolidated Natural Gas Company, a Delaware
corporation ("CNG") and a public utility holding company
registered under the Public Utility Holding Company Act of
1935 ("Holding Company Act"), owns all Of the issued and
outstanding WOG Common Stock and all of the issued and
Outstanding EOG Common Stock.
D. CNG and the respective Boards of Directors of
the Constituent Corporations have deemed it advisable for the
mutual benefit of the constituent Corporations that WOG be
merged with and into EOG (the "Merger").
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E. This agreement has been authorized, approved
and adopted by CNG and the respective Boards of Directors of
the Constituent Corporations.
F. The Merger is permitted pursuant to Section
1701.78 the Ohio Revised Code.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein and for the purpose
of prescribing the terms of the Merger, the mode of carrying
the same into effect, the manner of extinguishing the shares
of WOG Common Stock and such other details and provisions as
are deemed necessary or advisable, the Constituent
Corporations hereby agree as follows:
ARTICLE I
EFFECTIVE TIME
If this agreement has not been terminated in
accordance with Article VIII hereof, and CNG and the
Constituent Corporations have obtained authorization of the
Merger from the Securities and Exchange Commission under the
Holding Company Act, the Merger shall become effective (the
"Effective Time") at the close of business on the day when a
Certificate of Merger complying with Section 1701.81 of the
Ohio Revised Code is duly filed with the Secretary of State
of the State of Ohio.
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ARTICLE II
MERGER
Except as expressly set forth herein, at the
Effective Time, the effect of the Merger shall be as provided
by the applicable provisions Of the Ohio Revised Code.
Without limiting the generality of the foregoing, at the
Effective Time, (i) WOG shall be merged with and into EOG,
and the separate corporate existence of WOG shall thereupon
cease; and (ii) EOG shall be the surviving corporation (the
"Surviving Corporation"), and the separate corporate
existence of EOG, with all its purposes, objects, rights,
privileges, powers and franchises, shall continue unaffected
and unimpaired.
ARTICLE III
ARTICLES OF INCORPORATION
From and after the Effective Time, the Articles
of Incorporation, as amended, of EOG (in the form attached
hereto as Exhibit A and incorporated herein by this
reference) shall constitute the Articles of Incorporation of
the Surviving Corporation. The Articles of Incorporation may
be certified separately and apart from this Agreement as the
Articles of Incorporation of the Surviving Corporation.
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ARTICLE IV
REGULATIONS
From and after the Effective Time, the
Regulations of EOG as in effect immediately prior to the
Effective Time shall constitute the Regulations of the
Surviving Corporation.
ARTICLE V
DIRECTORS AND OFFICERS
From and after the Effective Time, the Directors
of EOG immediately prior to the Effective Time shall, subject
to the provisions of the Articles of Incorporation and the
Regulations of the Surviving Corporation, continue as the
Directors of the Surviving corporation. From and after the
Effective Time, the officers of EOG immediately prior to the
Effective Time shall, subject to the provisions of the
Articles of Incorporation and the Regulations of the
Surviving Corporation, continue as the officers of the
Surviving Corporation.
ARTICLE VI
EXTINGUISHMENT OF WOG COMMON STOCK
At the Effective Time, the authorized, and the
issued and outstanding, shares of WOG Common Stock, by virtue
of the Merger and without any action on the part of the
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holder thereof, shall be extinguished, the certificates
representing the WOG Common Stock shall be cancelled, and the
holder thereof shall not be entitled to receive any cash,
property, rights or securities in respect thereof.
ARTICLE VII
TERMINATION OF MERGER
This Agreement may be terminated and the Merger
abandoned by appropriate action taken by the Board of
Directors of each of the constituent corporations at any time
prior to the Effective Time. In the event of a termination
of this Agreement as provided above, this Agreement shall
become null and void, and there shall be no liability on the
part of WOG or EOG (or any of their respective Directors or
officers) with respect hereto.
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ARTICLE IX
COUNTERPARTS
This Agreement may be executed in any number of
counterparts, each of which when executed shall be deemed an
original, and such counterparts together shall be deemed on
and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed
this Agreement and Plan of Merger as of the ___ day of
___________, 1996.
WEST OHIO GAS COMPANY
By:_________________________
X. X. Xxxxxxx,
President
By:_________________________
X. X. Xxxxx
Secretary
THE EAST OHIO GAS COMPANY
By:_________________________
X. X. Xxxxxxx
President
By:_________________________
X. X. Xxxxxxx
Secretary
