<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) of the Securities Exchange Act of
                                      1934

                      FOR THE YEAR ENDED DECEMBER 31, 1999

                         COMMISSION FILE NUMBER 1-3196
                            ------------------------

                        CONSOLIDATED NATURAL GAS COMPANY
                             A DELAWARE CORPORATION
                 120 TREDEGAR STREET, RICHMOND, VIRGINIA 23219
                            TELEPHONE (804) 819-2000
                 IRS EMPLOYER IDENTIFICATION NUMBER 13-0596475
                            ------------------------

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) of the Act:

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Notes:                                                          Registered:
<C>        <S>                                                  <C>
   7 1/4%  Notes Due October 1, 2004                                        --
Debentures:
     6.0%  Debentures Due October 15, 2010                        New York Stock Exchange
     6.8%  Debentures Due December 15, 2027                       New York Stock Exchange
   6 5/8%  Debentures Due December 1, 2008                        New York Stock Exchange
   6 7/8%  Debentures Due October 15, 2026                        New York Stock Exchange
   7 3/8%  Debentures Due April 1, 2005                           New York Stock Exchange
   6 5/8%  Debentures Due December 1, 2013                        New York Stock Exchange
   5 3/4%  Debentures Due August 1, 2003                          New York Stock Exchange
   8 3/4%  Debentures Due October 1, 2019                         New York Stock Exchange
</TABLE>

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) of the Act: None
                            ------------------------

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X   No  _

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 15, 2000, was zero.

     As of March 1, 2000, there were issued and outstanding 100 shares of the
registrant's common stock, without par value, all of which were held,
beneficially and of record, by Dominion Resources, Inc.

     THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
I.(1)(A) AND (B) OF FORM 10-K AND IS FILING THIS FORM 10-K UNDER THE REDUCED
DISCLOSURE FORMAT.
<PAGE>   2

CONSOLIDATED NATURAL GAS COMPANY
FORM 10-K ANNUAL REPORT
For the Year Ended December 31, 1999

                               TABLE OF CONTENTS

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PART I
  ITEM 1.        BUSINESS
                 Merger with Dominion Resources, Inc.........................    1
                 Forward-Looking Information.................................    1
                 The Company.................................................    1
                 Governmental Regulation.....................................    3
                 Capital Expenditures........................................    4
                 Competitive Conditions......................................    4
                 Gas Supply..................................................    7
                 Gas Sales and Transportation................................   10
                 Gas Sales, Supply, Transportation and Storage Statistics....   12
                 Market Expansion............................................   13
                 International Activities....................................   13
                 Rate Matters................................................   13
  ITEM 2.        PROPERTIES
                 General Information on Facilities...........................   14
                 Map--Principal Facilities...................................   15
                 Map--Exploration and Production Areas.......................   16
                 Gas and Oil Producing Activities............................   17
  ITEM 3.        LEGAL PROCEEDINGS...........................................   19
  ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........   19

PART II
  ITEM 5.        MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
                      STOCKHOLDER MATTERS....................................   20
  ITEM 6.        SELECTED FINANCIAL DATA.....................................   20
  ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS..............................   20
  ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                      RISK...................................................   20
  ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................   20
  ITEM 9.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                      AND FINANCIAL DISCLOSURE...............................   20

PART III
  ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........   21
  ITEM 11.       EXECUTIVE COMPENSATION......................................   21
  ITEM 12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                      MANAGEMENT.............................................   21
  ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............   21

PART IV
  ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
                      8-K....................................................   21

SIGNATURES ..................................................................   25
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CONSOLIDATED NATURAL GAS COMPANY
FORM 10-K ANNUAL REPORT
For the Year Ended December 31, 1999

                                     PART I

ITEM 1.     BUSINESS

MERGER WITH DOMINION RESOURCES, INC.

On January 28, 2000, Dominion Resources, Inc. (Dominion) and Consolidated
Natural Gas Company (the Company) completed the merger of the Company into a
subsidiary (New Company) of Dominion. To give effect to the continuity of the
Company and New Company, the term "Company" in this Annual Report on Form 10-K
(Form 10-K) refers to Consolidated Natural Gas Company both before and after the
merger unless the context of a statement requires the use of separate references
to each company. Shareholders of the Company received Dominion common stock
and/or cash in consideration of their Company shares. The combination with
Dominion, based in Richmond, Virginia, creates a fully integrated electric and
natural gas utility in the Midwest, Northeast and Mid-Atlantic regions of the
United States with selective energy businesses located abroad.

Further information is hereby incorporated by reference to the Notes to
Consolidated Financial Statements contained in Exhibit I to the Company's
Current Report on Form 8-K (Form 8-K) filed with the Securities and Exchange
Commission (SEC) on January 27, 2000 (Reference is made thereto as follows: Note
2, page 29).

FORWARD-LOOKING INFORMATION

Certain matters discussed in this Form 10-K are "forward-looking statements"
intended to qualify for the safe harbors from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as the Company "believes," "anticipates,"
"expects" or words of similar import. Similarly, statements that describe the
Company's future plans, objectives or goals are also forward-looking statements.
Such statements may address future events and developments concerning the
Company's merger with Dominion, capital expenditures, earnings, risk management,
litigation, environmental matters, rate and other regulatory matters, liquidity
and capital resources, and financial accounting and reporting matters. Actual
results in each instance could differ materially from those currently
anticipated in such statements, due to factors such as: natural gas and electric
industry restructuring, including ongoing state and federal activities; the
weather; demographics; general economic conditions and specific economic
conditions in the Company's distribution service areas; developments in the
legislative, regulatory and competitive environment in which the Company
operates; and other circumstances affecting anticipated revenues and costs.

THE COMPANY

Consolidated Natural Gas Company, the predecessor to New Company at the time of
the merger, was a Delaware corporation organized on July 21, 1942, and a public
utility holding company registered under the Public Utility Holding Company Act
of 1935 (PUHCA). New Company is a Delaware corporation incorporated on September
14, 1999 and is a public utility holding company registered under PUHCA.
Dominion is also a public utility holding company registered under the PUHCA.
The name of New Company was changed to Consolidated Natural Gas Company at the
time of the merger. It is engaged solely in the business of owning and holding
all of the outstanding equity securities of nineteen directly owned subsidiary
companies.

                                        1
<PAGE>   4

ITEM 1.     BUSINESS (Continued)
The Company's subsidiaries at December 31, 1999, are listed below. In addition
to operating in all phases of the natural gas business, the Company explores for
and produces oil and provides a variety of retail energy marketing services. At
December 31, 1999, the Company had 5,974 regular employees.

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                                                                 State of
                      Name of Company                         Incorporation
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<S>                                                           <C>
<S>                                                           <C>
CONSOLIDATED NATURAL GAS COMPANY (Parent Company)...........     Delaware
All wholly owned subsidiaries of the Parent Company:
  Consolidated Natural Gas Service Company, Inc. (Service
     Company)...............................................     Delaware
  The East Ohio Gas Company (East Ohio Gas).................       Ohio
  The Peoples Natural Gas Company (Peoples Natural Gas).....   Pennsylvania
  Virginia Natural Gas, Inc. (Virginia Natural Gas).........     Virginia
  Hope Gas, Inc. (Hope Gas).................................  West Virginia
  CNG Transmission Corporation (CNG Transmission)...........     Delaware
  CNG Producing Company (CNG Producing).....................     Delaware
  CNG Main Pass Gas Gathering Corporation (CNG Main Pass)...     Delaware
  CNG Oil Gathering Corporation (CNG Oil Gathering).........     Delaware
  CNG International Corporation (CNG International).........     Delaware
  CNG Retail Services Corporation (CNG Retail)..............     Delaware
  CNG Products and Services, Inc. (CNG Products and
     Services)..............................................     Delaware
  CNG Power Company (CNG Power).............................     Delaware
  CNG Field Services Company (CNG Field Services)...........     Delaware
  CNG Power Services Corporation (CNG Power Services).......     Delaware
  Consolidated System LNG Company (Consolidated LNG)........     Delaware
  CNG Research Company (CNG Research).......................     Delaware
  CNG Coal Company (CNG Coal)...............................     Delaware
  CNG Financial Services, Inc. (CNG Financial)..............     Delaware
----------------------------------------------------------------------------
</TABLE>

The principal cities served at retail by the gas distribution subsidiaries (East
Ohio Gas, Peoples Natural Gas, Virginia Natural Gas and Hope Gas) are:
Cleveland, Akron, Youngstown, Canton, Warren, Lima, Ashtabula and Marietta in
Ohio; Pittsburgh (a portion), Altoona and Johnstown in Pennsylvania; Norfolk,
Newport News, Virginia Beach, Chesapeake, Hampton and Williamsburg in Virginia;
and Clarksburg and Parkersburg in West Virginia. At December 31, 1999, the
Company served at retail approximately 1,905,000 residential, commercial and
industrial gas sales and transportation customers in Ohio, Pennsylvania,
Virginia and West Virginia (Reference is made to Note 2 to the consolidated
financial statements, contained in Exhibit I to the Company's Form 8-K filed
with the SEC on January 27, 2000, regarding the Company's requirement to sell or
spin off Virginia Natural Gas in connection with its merger with Dominion).
Variations in weather conditions can materially affect the volume of gas
delivered by the distribution subsidiaries, as 98 percent of their residential
and commercial customers use gas for space heating.

CNG Transmission is an interstate gas transmission subsidiary that operates a
regional interstate pipeline system serving each of the distribution
subsidiaries, and nonaffiliated utility and end-user customers in the Midwest,
the Mid-Atlantic states and the Northeast. Through its wholly owned subsidiary,
CNG Iroquois, Inc., CNG Transmission holds a 16% general partnership interest in
the Iroquois Gas Transmission System, L.P., a Delaware limited partnership that
owns and operates an interstate natural gas pipeline extending from the
Canada-United States border near Iroquois, Ontario, to Long Island, New York.
The Iroquois pipeline transports Canadian gas to utility and power generation
customers in metropolitan New York and New England.

CNG Producing is a gas and oil exploration and production subsidiary whose
activities are conducted primarily in the Gulf of Mexico, the southern and
western United States, the Appalachian region, and in Canada.

                                        2
<PAGE>   5

ITEM 1.     BUSINESS (Continued)
CNG Main Pass holds a 13.6% interest in Dauphin Island Gathering Partners, a
partnership which operates a gas gathering pipeline system in the Main Pass area
of the Gulf of Mexico.

CNG Oil Gathering holds a 33.3% general partnership interest in Main Pass Oil
Gathering Company which operates an oil gathering pipeline system in the Main
Pass and Viosca Knoll areas of the Gulf of Mexico.

CNG International engages in energy-related activities primarily through
utilities and pipeline companies outside of the United States. The Company is
exploring the sale of CNG International (see "International Activities," page
13).

CNG Retail markets natural gas, electricity and related products and services to
residential, commercial and small industrial customers.

CNG Products and Services provides energy-related services to customers of the
Company's local distribution subsidiaries and others.

CNG Power, via CNG Market Center Services, Inc., held a 50% general partnership
interest in the CNG/ Sabine Center gas marketing hub. The partnership was
dissolved effective January 1, 2000.

CNG Field Services provides natural gas storage facilities and services and
other activities of a full service gas storage business and engages in
activities related to Appalachian area natural gas supply.

Service Company is a subsidiary service company authorized by the SEC under the
PUHCA. It advises and assists the other subsidiary companies on administrative
and technical matters and manages centralized activities and facilities for
their benefit. It also provides services to the Parent Company.

CNG Power Services was a power marketing subsidiary which had FERC approval to
purchase and sell electricity at market-based prices. The Company exited the
power marketing business during 1998.

Consolidated LNG ended its involvement in liquefied natural gas operations in
1982.

CNG Research administers proprietary research activities. Amounts spent on
research activities in the calendar years 1997 through 1999 by all the
subsidiaries were not material.

CNG Coal formerly owned coal reserves and a related plant site, which were sold
in 1996.

CNG Financial was formed to engage in financing of gas-utilizing equipment, but
has not yet engaged in any such transactions.

GOVERNMENTAL REGULATION

The Company is subject to regulation by the SEC pursuant to the PUHCA.
Legislation has been introduced which would completely repeal the PUHCA, while
another group has proposed a comprehensive energy reform program to address
market power issues, including the repeal of PUHCA, particularly regarding the
electric industry (see "Gas and Electric Industry Developments," page 4).

CNG Transmission and Consolidated LNG are "natural-gas companies" subject to the
Natural Gas Act of 1938, as amended. CNG Transmission's interstate
transportation and storage activities are regulated under such Act and are
conducted in accordance with tariffs and service agreements on file with the
FERC. CNG Power Services and CNG Retail, public utilities as defined by section
201 of the Federal Power Act, are also subject to limited FERC regulation. The
distribution subsidiaries are subject to regulation by the respective utility
commissions in the states within which they operate. Additionally, CNG Retail is
classified as a public utility in Pennsylvania for the limited purpose of its
participation in the Pennsylvania electric retail access programs.

Certain subsidiaries are subject to various provisions of the five statutes
which are referred to as the National Energy Act of 1978. One of these statutes,
the National Energy Conservation Policy Act, requires utilities to offer home
energy audits and other assistance to residential customers.

                                        3
<PAGE>   6

ITEM 1.     BUSINESS (Continued)
The Natural Gas Pipeline Safety Act of 1968 (which, among other things,
authorizes the establishment and enforcement of federal pipeline safety
standards) subjects the interstate pipeline of CNG Transmission to the safety
jurisdiction of the Department of Transportation. Intrastate facilities remain
within the safety jurisdiction of the state regulatory agencies, presuming
compliance by such agencies with certain prerequisites contained in such Act.

The Company is subject to the provisions of various federal laws dealing with
the protection of the environment. CNG Transmission and certain of the
distribution subsidiaries are subject to the Federal Clean Air Act (Clean Air
Act) and the Federal Clean Air Act Amendments of 1990 which added significantly
to the existing requirements established by the Clean Air Act. In addition, the
subsidiary companies are subject to the environmental laws and regulations of
state and local governmental authorities in the areas within which the
subsidiaries have operations or facilities.

The foreign utility and pipeline companies in which the Company has an interest
are also subject to regulation. The electric utility company in Argentina is
subject to regulation at the federal and provincial level. The Argentine gas
utility companies are regulated at the federal level. The pipelines in Australia
are currently subject to state regulation, and will become subject to national
regulation being developed by the Commonwealth and state and territorial
governments (see "International Activities," page 13).

CAPITAL EXPENDITURES

The Company's current capital spending program for 2000 is estimated at $621.6
million, a 2% decrease compared with total capital spending in 1999. The
estimated 2000 budget has been allocated as follows: exploration and production,
$445.5 million; distribution, $122.8 million; transmission, $48.2 million; and
corporate and other, $5.1 million. Exploration and production operations reflect
increased spending on deep-water projects and increased conventional onshore and
offshore drilling. Transmission and distribution operations expenditures will
primarily be limited to spending for enhancements and improvements in the
pipeline system and related facilities. The "corporate and other" category
includes expenditures to upgrade information systems technology. The capital
budget will be reviewed during the year and is subject to revision.

COMPETITIVE CONDITIONS

Various regulatory and market trends have combined to increase competition for
the Company in recent years, and for the energy industry in general. The factors
affecting the Company include: federal and state regulatory efforts, such as the
FERC's various initiatives to increase competition in both the gas and electric
industries; the overall availability of energy nationwide; competition from
producers and other sellers and brokers of gas for the retail and wholesale
markets; expansion of competition among distribution companies for industrial
and commercial customers; competition with existing and proposed pipelines and
projects to import gas from Canada and other foreign countries; and competition
with other energy forms, such as electricity, fuel oil and coal.

FERC Order No. 636 (Order 636) significantly increased competition in the
natural gas industry. In the restructured marketplace, local gas utilities and
large-volume end users, including former pipeline sales customers, bear all the
responsibilities and risks for arranging the procurement of their gas supplies
and contracting with pipelines to transport purchases. However, as the Company's
distribution subsidiaries had been managing a part of their own gas supplies for
a number of years, the transition to a more competitive environment under Order
636 did not have a significant impact on their operations. Storage facilities
owned and operated as part of the Company's distribution and transmission
operations, as well as acquired storage capacity, have become even more
important factors in gas supply management.

     GAS AND ELECTRIC INDUSTRY DEVELOPMENTS

Gas industry competition at the retail level is receiving increased attention
from both regulators and legislators. Governments in three of the states in
which the Company operates distribution subsidiaries

                                        4
<PAGE>   7

ITEM 1.     BUSINESS (Continued)
have enacted or considered legislation regarding deregulation of natural gas at
the retail level. In Ohio, a 1996 law established customer choice as a state
policy in the supply of natural gas services. Implementation of the law, which
allows retail customers to obtain gas from an array of suppliers, is under way.
In Pennsylvania, legislation was enacted to unbundle gas utility merchant
functions and permit the Pennsylvania Public Utility Commission to certify
marketers, in addition to gas utilities, as suppliers of last resort, creating
competition in a traditional gas utility function. Virginia is operating under a
one-year unbundling pilot program, enacted in 1999. The Virginia General
Assembly is currently considering legislation to make the program permanent.

In addition to restructuring of the gas industry, the emerging unbundling of
services provided by electric utilities is leading toward the convergence of the
two industries to create one overall, highly competitive marketplace for a
customer's total energy needs. Regulators and legislators at the federal level
and in many states are considering, or are already implementing, initiatives to
promote increased competition in the electric industry. A major development was
the issuance in 1996 of FERC Orders 888 and 889. By requiring open access to the
national electric transmission grid, Order 888 fosters increased competition in
both the generation of electricity and the supply of bulk power to major
wholesale customers. The companion order, Order 889, addresses the timing,
information access and other administrative details associated with the FERC
deregulation initiative. Congress also is considering legislation intended to
facilitate the move to competition in the electric industry.

Although progress status varies, pro-competition electric legislation is at
least under consideration in many states. In Ohio, legislation enacted in 1999
will allow all consumers to choose their electric supplier beginning January 1,
2001. In Pennsylvania, all consumers may now choose their supplier. Competition
is also forthcoming in Virginia, where in 1999 the General Assembly passed the
"Utility Restructuring Act" which will phase in customer choice between 2002 and
2004. Regulators and legislators in West Virginia are also debating issues
related to electric industry restructuring.

Reflecting the evolution to a more competitive energy environment, the pace and
size of business combinations among natural gas and electric utilities has
increased in recent years (see "Recent Developments," page 1, regarding the
Company's merger with Dominion). These business combinations have generally been
initiated to provide benefits from economies of scale, to reduce costs by the
elimination of duplicate facilities and processes, and to improve the strategic
and competitive position of the surviving entity.

Recent and pending regulatory actions may serve to further facilitate business
combinations in the energy industry. The FERC has streamlined its regulatory
review process regarding pending mergers. In addition, Congress has considered
legislation to conditionally repeal the PUHCA, to which the Company and Dominion
are subject (see "Governmental Regulation," page 3).

     DISTRIBUTION

The distribution subsidiaries generally operate in long-established service
areas and have extensive facilities already in place. Growth in the Company's
traditional service areas in Ohio, Pennsylvania and West Virginia is limited in
that natural gas is already the fuel of choice for heating and for most
significant industrial applications. These areas have experienced minimal
population growth in recent years, and almost all customers have become more
energy efficient, resulting in lower gas usage per customer. In addition, the
economies of these areas, which were formerly based mainly on heavy industry,
have diversified with increased emphasis on high technology and service-oriented
firms. Growth in the retail sales market has largely been at Virginia Natural
Gas, due to customer conversions from other energy sources and the past
expansion of its service territory (reference is made to Note 2 to the
consolidated financial statements, contained in Exhibit I to the Company's Form
8-K filed with the SEC on January 27, 2000, regarding the Company's requirement
to sell or spin off Virginia Natural Gas in connection with its merger with
Dominion).

                                        5
<PAGE>   8

ITEM 1.     BUSINESS (Continued)
The Clean Air Act may also provide opportunities for increased throughput in the
Company's distribution markets. The Company is promoting the use of natural gas
as a means for industrial customers and electric generators to reduce emissions.
The Clean Air Act and the Energy Policy Act of 1992 contain a number of
provisions relating to the use of alternative fuel vehicles. The Company is
participating in various programs to demonstrate the advantages and
environmental benefits of natural gas powered vehicles.

Competition in the markets served by the distribution subsidiaries continues to
increase. As the gas industry has restructured and government regulations have
changed, a marketplace has evolved with new and traditional competitors--the
usual oil and electric companies, other gas companies, producers seeking to gain
direct access to the Company's customers, and gas brokers and dealers seeking to
supplant supplies with spot market gas. Natural gas faces price competition with
other energy forms, and certain of the distribution companies' industrial
customers have the ability to switch to fuel oil or coal if desired. In
addition, competition is increasing among local distribution companies to
provide gas sales and transportation services to commercial and residential
customers (see "Retail Unbundling," page 13). Currently, local distribution
companies operate in what are essentially dual markets--a traditional utility
market, where a utility has an obligation to provide service and offers a
"bundled" package of services to all customers; and a "contract" market, where
obligations are defined by contract terms. In the latter market, large customers
can elect individually or in various combinations whatever gas supplies, storage
and/or transportation services they require. The Company has responded to this
competitive environment by offering a variety of firm and interruptible
services, including gas transportation, storage, supply pooling and balancing,
and brokering, to industrial and commercial customers. Also, residential
customers in certain of the Company's service territories can choose an
alternative source of gas supply, including CNG Retail, with the distribution
subsidiaries continuing to provide the transportation service to the customers.

     TRANSMISSION

CNG Transmission operates a regional interstate pipeline system with the
principal pipeline and storage facilities located in Ohio, Pennsylvania, West
Virginia and New York. CNG Transmission offers gas transportation, storage and
related services to its affiliates, as well as to utilities and end users in the
Northeast, Mid-Atlantic and Midwest regions of the country.

The changing regulatory environment has provided CNG Transmission and other
pipeline companies with a number of opportunities for expansion. CNG
Transmission has taken advantage of selected market expansion opportunities,
concentrating its efforts primarily in the Northeast and along the East Coast
(see "Market Expansion," page 13). CNG Transmission's large underground storage
capacity and the location of its gridlike pipeline system as a link between the
country's major gas pipelines and large markets on the East Coast have been key
factors in the success of these expansion efforts. The Company's pipelines are
part of an interconnected gas transmission system which will continue to enable
retail end users to take advantage of the accessibility of supplies nationwide
as gas utilities unbundle services at the retail level (see "Gas and Electric
Industry Developments," page 4 and "Retail Unbundling," page 13).

CNG Transmission competes with domestic as well as Canadian pipeline companies
and gas marketers seeking to provide or arrange transportation, storage and
other services for customers. Also, certain end users have the ability to switch
to fuel oil or coal if desired. Although competition is based primarily on
price, the array of services that can be provided to customers is also an
important factor. The combination of capacity rights held on certain longline
pipelines, a large storage capability and the availability of numerous receipt
and delivery points along its own pipeline system enables CNG Transmission to
tailor its services to meet the individual needs of customers.

     EXPLORATION AND PRODUCTION

Exploration and production operations are conducted by CNG Producing in several
of the major gas and oil producing basins in the United States, both onshore and
offshore. In this highly competitive business, the Company competes with a large
number of entities ranging in size from large international oil companies with
extensive financial resources to small, cash flow-driven independent producers.
                                        6
<PAGE>   9

ITEM 1.     BUSINESS (Continued)
CNG Producing faces significant competition in the bidding for federal offshore
leases and in obtaining leases and drilling rights for onshore properties. Since
CNG Producing is the operator of a number of properties, it also faces
competition in securing drilling equipment and supplies for exploration and
development.

From the production perspective, the marketing of gas and oil is highly
competitive with price being the most significant factor. Gas producers
throughout the industry, including CNG Producing, face a diverse and active
market with purchasers seeking to balance the advantage of flexible spot market
supplies with the security of longer-term contracts. The growth of gas and
energy marketing firms has added to the competition for CNG Producing. When the
economics warrant, the Company attempts to sell its gas production under
long-term contracts to customers such as electric power generators and others
that require a secure source of supply. However, these arrangements represent
only a portion of the Company's gas production. Further, the deliverability of
gas produced is influenced by competition for downstream pipeline transportation
capacity. The Company continues to develop marketing strategies, contracts and
arrangements to address customer needs for intermediate and long-term gas
supplies as well as swing, peaking and other energy services. In addition, in
the ordinary course of business, CNG Producing participates in price risk
management activities to manage exposure to price risk in connection with the
production and sale of natural gas and oil.

The exploration for and production of gas and oil is subject to various federal
and state laws and regulations which may, among other things, address
environmental matters and limit well drilling activity and volumes produced.
Changes in these laws and regulations can impact the exploration and production
operations.

GAS SUPPLY

     GENERAL INFORMATION

The Company's gas supply is obtained from various sources including: purchases
from major and independent producers in the Southwest and Midwest regions;
purchases from local producers in the Appalachian area; purchases from gas
marketers; production from Company-owned wells in the Appalachian area, the
Southwest, Midwest and offshore; and withdrawals from the Company's and third
party underground storage fields.

Regulatory actions, economic factors, and changes in customers and their
preferences continue to reshape the Company's gas sales markets. A significant
number of industrial and commercial customers and a growing number of
residential customers currently purchase a large portion of their gas supplies
from producers and marketers, and contract with the transmission and/or
distribution subsidiaries for transportation and other services. Since these
customers are less reliant on the distribution subsidiaries for sales service,
the volume of gas that these subsidiaries must obtain to meet sales requirements
has been reduced. This trend is likely to continue as the state regulators
continue unbundling services at the retail level. With the exception of Hope
Gas, the distribution subsidiaries continue to purchase gas supplies for their
remaining merchant customers and recover the costs through their approved rates.
Hope Gas (under a negotiated rate moratorium through December 31, 2001) and CNG
Retail have the responsibility and assume the price risk for obtaining gas
supplies to meet customer needs.

The Company's available gas supply in 1999 was again in a surplus
position--where available supplies exceeded sales requirements. Considering the
Company's large storage capacity, the volumes obtainable under its firm
interstate pipeline capacity and gas supply contracts, Company-owned gas
reserves, and assuming the future availability of spot market gas, the Company
believes that supplies will be available to meet sales requirements for at least
the next several years. Gas supply statistics for the past five years are on
page 12.

                                        7
<PAGE>   10

ITEM 1.     BUSINESS (Continued)
     GAS PURCHASED

Purchased gas volumes were 325.7 Bcf in 1999, representing 62% of the Company's
1999 gas supply of 525.4 Bcf. Spot market and short-term purchases were 297.1
Bcf, or about 57% of the total 1999 supply. Volumes purchased under contracts
with Appalachian area producers totaled 28.6 Bcf or 5% of the 1999 supply.
Purchased gas volumes are impacted by the effects of weather, withdrawals from
stored gas inventory and the activities of CNG Retail.

The Company has continued to purchase volumes from the array of accessible
producing basins using its firm capacity resources. These purchased supplies
include Appalachian resources in Ohio, Pennsylvania and West Virginia, and
production from the Gulf Coast, Mid-Continent and offshore areas. Gas purchase
contract terms have continued to undergo transformation initiated with the
removal of CNG Transmission and other gas pipelines from the merchant function.
Much of the supply is purchased under seasonal or spot purchase agreements.
While the average term of the Company's gas purchase agreements has declined,
the reliability of supply has been adequate. The availability of supplies and
heightened competition have forged a viable market which has proven capable of
satisfying the firm delivery requirement for supplies to the Company's markets
in a highly reliable manner.

At December 31, 1999, the subsidiaries had 347.3 Bcf of firm annual transport
capacity on various pipelines to move supplies from purchase locations to
market, yielding deliveries of up to .9 Bcf of gas a day. These pipelines
include CNG Transmission, Tennessee Gas Pipeline Company, Panhandle Eastern Pipe
Line Company, Texas Eastern Transmission Corporation, ANR Pipeline Company,
Texas Gas Transmission Corporation, Transcontinental Gas Pipe Line Corporation,
Columbia Gas Transmission Corporation, Columbia Gulf Transmission Company,
Trunkline Gas Company, National Fuel Gas Supply Corporation and Equitrans, Inc.

     GAS STORAGE

The Company's underground storage facilities play an important part in balancing
gas supply with sales demand and are essential to servicing the Company's large
volume of space-heating business. In addition, storage capacity is an important
element in the effective management of both gas supply and pipeline transport
capacity. The Company operates 26 underground gas storage fields located in
Ohio, Pennsylvania, West Virginia and New York. The Company owns 21 of these
storage fields and has joint-ownership with other companies in 5 of the fields.
The total designed capacity of the storage fields is approximately 885 Bcf. The
Company's share of the total capacity is about 669 Bcf. About one-half of the
total capacity is base gas which remains in the reservoirs at all times to
provide the primary pressure which enables the balance of the gas to be
withdrawn as needed.

CNG Transmission operates 719 Bcf of the total designed storage capacity and
owns 503 Bcf of the Company's capacity. CNG Transmission utilizes a large
portion of its turnable capacity to provide approximately 265 Bcf of gas storage
service for others. This service is provided principally to affiliates, end
users and many of CNG Transmission's former wholesale gas sales customers who
primarily serve consumers in the Northeast.

Two of the distribution subsidiaries, East Ohio Gas and Peoples Natural Gas, own
and operate the remaining 166 Bcf of storage capacity. In addition to owning
their own storage, these companies, as well as several of the other
subsidiaries, have access to a portion of the storage capacity operated by CNG
Transmission. The distribution subsidiaries also have capacity available in
storage fields owned by others. The Company controls other acreage in the
Appalachian area suitable for the development of additional storage facilities
which would enable further expansion of capacity to meet possible future storage
needs.

     GAS AND OIL PRODUCING ACTIVITIES

The Company's total gas production in 1999 was 181.6 Bcf, up from 157.5 Bcf in
1998. Oil production was 10.3 million barrels, up 31% from 7.9 million barrels
in 1998.

                                        8
<PAGE>   11

ITEM 1.     BUSINESS (Continued)
The Company's gas wellhead prices in 1999 averaged $2.25 a thousand cubic feet
(Mcf), down from $2.26 in 1998. The Company's average gas wellhead prices are
generally higher and less volatile than industry spot prices since its average
price reflects a mix of longer-term contracts and the impact of price risk
management activities. However, due to market-based pricing mechanisms under
many of the contracts, the Company's gas prices generally follow industry
trends. The average oil wellhead price in 1999 increased to $13.19 a barrel,
compared with $11.54 in 1998, consistent with the general increase in world oil
prices. The Company's average oil wellhead prices also reflect the impact of
price risk management activities.

The following table sets forth 1999 drilling activity by region:

<TABLE>
--------------------------------------------------------------------------------------------
                                                                       Wells Drilled
                                                                Exploratory     Development
--------------------------------------------------------------------------------------------
                                                                Gross    Net    Gross    Net
                                                                 --      --      --      --
<S>                                                             <C>      <C>    <C>      <C>
Onshore (Southwest and West)................................      9       4       9       9
Gulf of Mexico..............................................     10       6      12       5
Appalachian Region..........................................      7       3      38      36
Canada......................................................     --      --      10       2
                                                                 --      --      --      --
     Total..................................................     26      13      69      52
                                                                 ==      ==      ==      ==
--------------------------------------------------------------------------------------------
</TABLE>

Of the total 95 wells drilled in 1999, 83 were successful, an 87% success rate.
Of the 26 exploratory wells drilled, 16 were successful.

Total Company-owned proved gas reserves at year-end were 1,449 Bcf, up from
1,313 Bcf at the end of 1998. Proved oil reserves were 59.8 million barrels,
compared with 57.1 million barrels in 1998. The Company added 417 Bcf of gas
equivalent from additions, revisions, and purchases of gas and oil reserves in
1999 (See "Company-Owned Reserves," page 17).

CNG Producing acquired interests totaling nearly 100% in Lopeno and two adjacent
South Texas natural gas fields during 1999. Lopeno and the adjacent fields
contain 50 active wells with current working interest production of 50 million
cubic feet of natural gas a day.

Also during 1999, CNG Producing acquired an interest in the West Broussard field
in Louisiana. The interest acquired by CNG Producing includes an average 42%
working interest in two producing units and additional leasehold acreage
adjacent to the units. The field has been producing since August 1998 and CNG
Producing's share of current production is approximately 17 million cubic feet
of natural gas and 400 barrels of condensate a day.

During 1997, major discoveries were made in the Main Pass area of the Gulf of
Mexico. Production at the Nautilus/Atlantis/Nemo complex began in the first
quarter of 1999. Three platforms have been installed for these fields along with
facilities capable of processing 200 million cubic feet of gas and 20,000
barrels of oil a day. The Company is the operator of the Nautilus/Atlantis/Nemo
complex and has 68.5%, 75% and 100% interests, respectively, in the three
fields.

The Company's production at Popeye, a deep-water natural gas discovery in the
Green Canyon area of the Gulf of Mexico, was the equivalent of 23 Bcf of gas
during 1999, including .7 million barrels of condensate. At December 31, 1999,
CNG Producing's interest in this property was 37.5%. Effective February 1, 2000,
CNG Producing acquired BP Amoco's interest in this property, increasing its
total interest to 50%. Shell Offshore, Inc. is the operator in the joint venture
and Mobil Oil Exploration and Producing Southeast is the other participant.

At Neptune, a deep-water oil discovery at Viosca Knoll 826, 1999 represented the
second full year of production. This project, in which the Company holds a 50%
interest, added proved reserves equivalent to 190 Bcf of gas in 1994,
representing the largest single addition to the Company's reserves in its
history.

                                        9
<PAGE>   12

ITEM 1.     BUSINESS (Continued)
Since 1994, proved reserves have been added at Neptune equivalent to 71 Bcf of
gas. The Company's portion of production from this field was the equivalent of
33 Bcf of gas during 1999. This production was comprised of 4.6 million barrels
of oil and 5.1 Bcf of gas. Kerr-McGee Corporation is the operator of Neptune.

During 1998, two deepwater discoveries were made in the Viosca Knoll area of the
Gulf of Mexico, North Marlin and Einset. North Marlin is a natural gas discovery
in over 2,500 feet of water three miles east of the Neptune project. CNG
Producing and its partners plan to install subsea production facilities at North
Marlin similar to those at Popeye. Shell Deepwater Development, Inc. (Shell
Deepwater) has a 35% interest in North Marlin and is the operator, while CNG
Producing holds a 35% interest and Murphy Exploration and Production Company
holds a 30% interest. The Einset discovery is southeast of North Marlin and was
made in about 3,600 feet of water. CNG Producing's interest in this property is
50% and Shell Deepwater holds a 50% interest and is the operator of this
project.

CNG Producing was the successful bidder on 14 leases offered in the federal
government's Gulf of Mexico lease sales in 1999 and was awarded 13 of such
leases, including eight blocks in deep water areas of the Gulf of Mexico. At
year-end 1999, the Company held 2.1 million net acres of exploration and
production properties, approximately the same as year-end 1998. The Company's
lease holdings include about 1.4 million net acres in the Appalachian area,
405,300 in the offshore Gulf of Mexico, and 256,600 in the inland areas of the
Southwest, Gulf Coast and West. The Company holds a 21% interest in heavy oil
producing properties in Alberta, Canada. Proved reserves associated with the
Canadian properties approximated .5 Bcf of gas and 8.1 million barrels of oil at
December 31, 1999. On an energy-equivalent basis, these reserves represent 3% of
the Company's total proved reserves at that date.

The Company drilled 45 wells (gross) in the Appalachian Region during 1999. The
Company plans to continue production from these properties and to maintain its
strong acreage position in the Appalachian Region, and may seek to acquire
additional properties in this area that meet the Company's longer-term strategy.

The Company will continue to review its property inventory during 2000, and
sales of selected properties are possible depending on economic conditions.

GAS SALES AND TRANSPORTATION (Five-year statistics are on page 12).

     GAS SALES CUSTOMERS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
Customers     Total(a)   Residential      Commercial   Industrial   Wholesale   Nonregulated
<CAPTION>
--------------------------------------------------------------------------------------------
<S>           <C>        <C>              <C>          <C>          <C>         <C>
<S>           <C>        <C>              <C>          <C>          <C>         <C>
December 31,
  1999(B)     1,880,730    1,616,175       122,655         866         11         141,023
    1998      1,878,008    1,605,426(c)    121,395         919         11         150,257
    1997      1,864,853    1,655,587(c)    124,141       1,813         39          83,273
    1996      1,841,227    1,713,504       125,842       1,764         37              80
    1995      1,824,115    1,695,949       126,304       1,736         12             114
--------------------------------------------------------------------------------------------
</TABLE>

(a) Includes residential and commercial space-heating customers as follows:
    1999-1,710,431; 1998-1,695,943; 1997-1,750,136; 1996-1,808,062 and
    1995-1,788,778. Amounts for 1999 include 218,599 Virginia Natural Gas
    customers.

(b) Amounts include a total of 231,798 Virginia Natural Gas customers, comprised
    of 213,273 residential customers, 18,435 commercial customers and 90
    industrial customers.

(c) Reflects the shift of former residential sales customers to other suppliers,
    including CNG Retail (see "Retail Unbundling," page 13).

                                       10
<PAGE>   13

ITEM 1.     BUSINESS (Continued)
     REGULATED GAS SALES

Sales of gas to residential customers increased 10 Bcf, to 170 Bcf, in 1999,
while sales to commercial customers increased 4 Bcf, to 48 Bcf. Colder weather
was the primary reason for the increased sales volumes during 1999. Although
weather in the Company's retail service areas during 1999 was 8% warmer than
normal, it was 12% colder than 1998.

Industrial sales in 1999 were 2 Bcf, down 1 Bcf from 1998. Due to both
availability and price, many industrial users buy gas directly from producers,
from marketers, or on the spot market, and contract with the subsidiaries for
transportation service. Total gas deliveries (sales and transportation) to
industrial customers were 143 Bcf in 1999, up 7 Bcf from 1998.

Total regulated gas sales volumes for 1999 include 24 Bcf attributable to
Virginia Natural Gas, up 2 Bcf from 1998.

     NONREGULATED GAS SALES

Nonregulated gas sales increased 38 Bcf in 1999, to 245 Bcf. The increased sales
volumes in 1999 reflected increased gas sales by CNG Field Services and higher
production and sales by CNG Producing.

     GAS TRANSPORTATION

Total transportation volumes in 1999 were 660 Bcf, up from 641 Bcf in 1998. CNG
Transmission transported 451 Bcf of gas in 1999, up from 442 Bcf in 1998 due in
large part to the impact of colder weather during 1999.

Total transportation volumes also include volumes transported by the
distribution subsidiaries for residential, commercial, industrial and off-system
customers amounting to 209 Bcf in 1999, up 10 Bcf over 1998. This increase
includes transportation provided to former residential sales customers of 17 Bcf
in 1999, up 2 Bcf from 1998, in connection with the retail unbundling
initiative. In addition, industrial transport volumes increased 7 Bcf during
1999, to 140 Bcf.

Total transportation volumes for 1999 include 10 Bcf attributable to Virginia
Natural Gas, down 1 Bcf from 1998.

                                       11
<PAGE>   14

ITEM 1.     BUSINESS (Continued)
GAS SALES, SUPPLY, TRANSPORTATION AND STORAGE STATISTICS* (Excludes affiliated
transactions)

<TABLE>
---------------------------------------------------------------------------------------------------
Years Ended December 31,                         1999       1998       1997       1996       1995
---------------------------------------------------------------------------------------------------
<S>                                            <C>        <C>        <C>        <C>        <C>
GAS SALES REVENUES (MILLIONS)
Regulated
  Residential................................  $1,109.3   $1,089.9   $1,449.1   $1,346.1   $1,214.2
  Commercial.................................     274.2      267.6      369.7      361.6      345.9
  Industrial.................................      12.5       13.4       22.8       30.6       32.6
  Wholesale..................................       1.2        2.8        9.4       15.4        4.7
Nonregulated.................................     607.9      494.4      433.4      396.1      239.8
                                               --------   --------   --------   --------   --------
    Total**..................................  $2,005.1   $1,868.1   $2,284.4   $2,149.8   $1,837.2
                                               ========   ========   ========   ========   ========
AVERAGE SALES RATES PER MCF
Regulated
  Residential................................  $   6.51   $   6.82   $   6.97   $   6.15   $   5.71
  Commercial.................................      5.71       6.04       6.19       5.41       4.95
  Industrial.................................      5.22       5.32       5.33       4.47       4.49
  Wholesale..................................       ***        ***        ***        ***        ***
Nonregulated.................................      2.48       2.39       2.53       2.48       1.94
    Weighted average.........................  $   4.30   $   4.51   $   5.16   $   4.74   $   4.44
                                               ========   ========   ========   ========   ========
GAS REQUIREMENTS (BCF)
Regulated gas sales
  Residential................................     170.4      159.9      207.8      218.7      212.5
  Commercial.................................      48.1       44.3       59.7       66.8       69.8
  Industrial.................................       2.4        2.5        4.3        6.9        7.3
  Wholesale..................................        .2         .4         .2        1.8         .3
Nonregulated gas sales.......................     244.9      207.1      171.0      159.7      123.5
                                               --------   --------   --------   --------   --------
    Total sales..............................     466.0      414.2      443.0      453.9      413.4
Used and unaccounted for.....................      59.4       37.7       29.0       23.3       37.8
                                               --------   --------   --------   --------   --------
    Total requirements.......................     525.4      451.9      472.0      477.2      451.2
                                               ========   ========   ========   ========   ========
GAS SUPPLY (BCF)
Purchased gas................................     325.7      294.8      295.9      353.2      323.5
Storage (input) withdrawal...................      18.1        (.4)      18.0      (23.5)      20.5
Gas produced
  Gulf region................................     123.0      111.4      116.5      108.1       68.3
  Appalachian area...........................      28.1       26.6       25.8       26.0       27.2
  Other areas................................      30.5       19.5       15.8       13.4       11.7
                                               --------   --------   --------   --------   --------
    Total produced...........................     181.6      157.5      158.1      147.5      107.2
                                               --------   --------   --------   --------   --------
    Total supply.............................     525.4      451.9      472.0      477.2      451.2
                                               ========   ========   ========   ========   ========

PURCHASED GAS COSTS (MILLIONS)****...........  $  911.7   $  900.4   $1,114.1   $  963.2   $  864.6
                                               ========   ========   ========   ========   ========

AVERAGE PURCHASE RATES PER MCF****...........  $   2.94   $   2.95   $   3.39   $   3.37   $   2.73
                                               ========   ========   ========   ========   ========
GAS TRANSPORTATION
Revenues (Millions)..........................  $  442.5   $  416.7   $  369.1   $  297.9   $  345.2
                                               ========   ========   ========   ========   ========
Gas Transported (Bcf)........................     660.1      641.2      736.0      754.0      743.3
                                               ========   ========   ========   ========   ========

GAS STORED AT DECEMBER 31 (BCF)..............     377.0      397.2      407.2      426.2      406.4
                                               ========   ========   ========   ========   ========
---------------------------------------------------------------------------------------------------
</TABLE>

   * Continuing operations.
  ** Amount for 1999 includes total gas sales revenues of $190.2 million
     attributable to Virginia Natural Gas.
 *** Demand charges and low sales volumes produce an average rate which is not
     meaningful.
**** Includes transportation charges.

                                       12
<PAGE>   15

ITEM 1.     BUSINESS (Concluded)
MARKET EXPANSION

In recent years the Company has pursued a broad program designed to expand its
interstate pipeline system and extend its marketing territory. A pipeline
expansion project in conjunction with East Ohio Gas and others is expected to
provide additional capacity at minimal cost. The Company's principal objective
has been to build long-term supply relationships with customers in the growing
markets at the perimeter of its system, markets which offer opportunities for
growth in throughput due to their increasing demand for energy. The Company has
taken advantage of selected market expansion opportunities, concentrating its
efforts primarily in the Northeast and along the East Coast. These markets are
particularly attractive in that gas space heating is not yet as widely used in
these areas as in the Company's traditional service areas of western
Pennsylvania, eastern Ohio, West Virginia and upstate New York. Because of its
large gas storage capacity and the location of its gridlike pipeline system in
close proximity to these markets, the Company has an opportunity to be an
important gas supplier to utilities with growing space-heating markets and for
customers seeking an environmentally clean, efficient fuel for electric
generation.

     RETAIL UNBUNDLING

Similar to the unbundling of the services provided by gas pipeline companies,
gas distribution companies are adapting to the deregulation and unbundling of
the retail energy market. Under open access programs, natural gas suppliers
other than the local gas utility can use the utility's existing lines to deliver
gas to customers.

CNG Retail markets natural gas, electricity, and consumer products and services
to residential, commercial and small industrial customers, including those
within the Company's traditional service territories. CNG Retail will enable the
Company to take advantage of emerging deregulated energy markets for both gas
and electricity.

During the spring of 1997, Peoples Natural Gas opened its system in Pennsylvania
to customer choice. In addition, on July 2, 1997, the Public Utilities
Commission of Ohio approved the East Ohio Gas "Energy Choice" pilot program.
Under this program, approximately 15% of East Ohio Gas's residential and small
business customers are being given the opportunity to purchase their natural gas
from competing suppliers, if they so choose.

INTERNATIONAL ACTIVITIES

CNG International engages in energy-related activities outside of the United
States and holds equity investments in Australia and Latin America. During the
fourth quarter of 1999, the Company decided to focus on the United States oil
and gas markets and, accordingly, has begun exploring the sale of CNG
International. CNG International's net assets totaled $251.0 million at December
31, 1999. Additional information regarding CNG International is contained in
Exhibit I to the Company's Form 8-K filed with the SEC on January 27, 2000
(reference is made thereto as follows: pages 10 and 46).

RATE MATTERS

The regulated subsidiaries continue to seek general rate increases on a timely
basis to recover increased operating costs and to ensure that rates of return
are compatible with the cost of raising capital. In addition to general rate
increases, certain distribution companies make separate filings with their
respective regulatory commissions to reflect changes in the costs of purchased
gas. The Company's regulated subsidiaries filed no new general rate cases during
1999, nor were there any outstanding cases requiring settlement.

                                       13
<PAGE>   16

ITEM 2.     PROPERTIES

GENERAL INFORMATION ON FACILITIES (Maps are on pages 15 and 16.)

The Company's total gross investment in property, plant and equipment was $9.0
billion at December 31, 1999 (this total excludes $546.1 million of property,
plant and equipment attributable to Virginia Natural Gas, the net assets of
which were classified as held for sale at December 31, 1999). The largest
portion of this investment (59%) is in facilities located in the Appalachian
area. Another significant portion (28%) is located in the Gulf of Mexico.

Of the $9.0 billion investment, $4.6 billion is in production and gathering
systems, of which 66% is invested in the Gulf of Mexico and the Gulf coast and
21% in the Appalachian area. The Company's production subsidiary, CNG Producing,
accounts for $4.1 billion of the $4.6 billion investment, and CNG Transmission
and the distribution subsidiaries account for the remaining $.5 billion. In
addition to the wells and acreage listed elsewhere in ITEM 2, this investment
includes 6,660 miles of gathering lines which are located almost entirely within
the Appalachian area.

The Company's investment in its gas distribution network includes 26,515 miles
of pipe, exclusive of service pipe, the cost of which represents 61% of the $1.7
billion invested in the total function.

The Company's storage operation, the largest in the industry, consists of 26
storage fields, 334,050 acres of operated leaseholds, 2,067 storage wells and
798 miles of pipe. The investment in storage properties is $711 million,
including $56 million of cushion gas stored.

Of the $1.6 billion invested in transmission facilities, 66% represents the cost
of 6,814 miles of pipe required to move large volumes of gas throughout the
Company's operating area.

The Company has 94 compressor stations with 484,435 installed compressor
horsepower. Some of the stations are used interchangeably for several functions.

The Company's investment in its natural gas system is considered suitable to do
all things necessary to bring gas to the consumer. The Company's properties
(including the properties of Virginia Natural Gas) provided the capacity to meet
a record system peak day sendout, including transportation service, of 11.4 Bcf
(of which .4 Bcf was attributable to Virginia Natural Gas) on February 6, 1995.
The system peak day sendout in 1999 was 8.0 Bcf (of which .3 Bcf was
attributable to Virginia Natural Gas) on January 5.

                                       14
<PAGE>   17

                               CNG FACILITIES MAP

The following graphic material which appeared in the paper format version of the
document is omitted from this electronic format document:

Map of Principal Facilities at December 31, 1999.

This map shows the primary operating areas of Consolidated Natural Gas Company
in Ohio, Pennsylvania, Virginia and West Virginia. The map shows the principal
cities served at retail including Cleveland, Akron, Youngstown, Canton, Warren,
Lima, Ashtabula and Marietta in Ohio; Pittsburgh (a portion), Altoona and
Johnstown in Pennsylvania; Norfolk, Newport News and Williamsburg in Virginia;
and Clarksburg and Parkersburg in West Virginia. The map also shows the general
location of the Company's pipelines and joint venture pipelines, including gas
delivery connections with customers and gas receipt or delivery connections with
other pipelines. Also shown on the map are the general locations of certain
compressor facilities and underground storage fields.

                                       15
<PAGE>   18

                       CNG EXPLORATION AND PRODUCTION MAP

The following graphic material which appeared in the paper format version of the
document is omitted from this electronic format document:

Map of Exploration and Production Areas at December 31, 1999.

This United States map shows the general areas in which the Company conducts its
exploration and production activities. These areas include: the Gulf of Mexico,
offshore Louisiana and Texas; the Gulf Coast Basin; Permian Basin; Anadarko
Basin; Arkoma Basin; Black Warrior Basin; San Juan Basin; Williston Basin;
Michigan Basin; Rocky Mountain Basins and the Appalachian Region. Also shown is
the general location of the Company's Canadian exploration and production
properties in Alberta, Canada.

                                       16
<PAGE>   19

ITEM 2.     PROPERTIES (Continued)

GAS AND OIL PRODUCING ACTIVITIES

Properties and activities subject to cost-of-service rate regulation are
indicated as applicable and are shown together with non-cost-of-service
properties and activities in the statistical presentations which follow.

     COMPANY-OWNED RESERVES

Estimated net quantities (net before royalty) of proved gas and oil reserves at
December 31, 1997 through 1999, follow:

<TABLE>
---------------------------------------------------------------------------------------------
         December 31,                   1999                 1998                 1997
---------------------------------------------------------------------------------------------
                                 Proved      Total    Proved      Total    Proved      Total
                                 Developed   Proved   Developed   Proved   Developed   Proved
---------------------------------------------------------------------------------------------
<S>                              <C>         <C>      <C>         <C>      <C>         <C>
Gas Reserves (Bcf)
  Non-cost-of-service..........    1,139      1,449     1,052      1,313       925      1,141
  Cost-of-service*.............       --         --        --         --        42         42
                                  ------     ------    ------     ------    ------     ------
     Total.....................    1,139      1,449     1,052      1,313       967      1,183
                                  ======     ======    ======     ======    ======     ======
Oil Reserves (000 Bbls)........   47,303     59,787    42,750     57,074    37,568     50,627
                                  ======     ======    ======     ======    ======     ======
</TABLE>

* In December 1998, Peoples Natural Gas transferred by sale all of its remaining
  gas production properties to CNG Producing.
--------------------------------------------------------------------------------

CNG Producing and CNG Transmission file Form EIA-23 with the Department of
Energy. The reserves reported on Form EIA-23 at December 31, 1998, as well as
those which will be reported at December 31, 1999, are not reconcilable with
Company-owned reserves because they are calculated on an operated basis and
include working interest reserves of all parties.

     QUANTITIES OF GAS AND OIL PRODUCED

Quantities (net before royalty) of gas and oil produced during each of the last
three years follow:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                  Years Ended December 31,                     1999     1998     1997
<CAPTION>
--------------------------------------------------------------------------------------
<S>                                                           <C>       <C>      <C>
<S>                                                           <C>       <C>      <C>
Gas Production (Bcf)*.......................................     182      157      158
                                                              ======    =====    =====
Oil Production (000 Bbls)...................................  10,316    7,895    7,312
                                                              ======    =====    =====
</TABLE>

* Includes cost-of-service production of 2 Bcf and 3 Bcf for 1998 and 1997,
  respectively.
--------------------------------------------------------------------------------

The average sales price (including transfers to other operations as determined
under Financial Accounting Standards Board rules) per Mcf of non-cost-of-service
gas produced during the years 1999, 1998 and 1997 was $2.25, $2.26 and $2.43,
respectively. The respective average sales prices for oil were $13.19, $11.54
and $16.07 per barrel. The average production (lifting) cost per Mcf equivalent
of non-cost-of-service gas and oil produced during the years 1999, 1998 and 1997
was $.33, $.31 and $.33, respectively.

     PRODUCTIVE WELLS

The number of productive gas and oil wells in which the Company's subsidiaries
have an interest at December 31, 1999, follow:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                                Gas Wells          Oil Wells
                                                              -------------       -----------
                                                              Gross    Net        Gross   Net
<CAPTION>
---------------------------------------------------------------------------------------------
<S>                                                           <C>     <C>         <C>     <C>
<S>                                                           <C>     <C>         <C>     <C>
Non-cost-of-service*........................................  6,763   5,771       1,037   412
</TABLE>

* Includes 82 gross (23 net) multiple completion gas wells and 21 gross (8 net)
  multiple completion oil wells.
--------------------------------------------------------------------------------

                                       17
<PAGE>   20

ITEM 2.     PROPERTIES (Continued)
     ACREAGE

The following table sets forth the gross and net developed and undeveloped
acreage of the Company's subsidiaries at December 31, 1999:

<TABLE>
----------------------------------------------------------------------------------------------
                                       Developed Acreage                 Undeveloped Acreage
                                   --------------------------           ----------------------
                                     Gross             Net               Gross          Net*
----------------------------------------------------------------------------------------------
<S>                                <C>              <C>                 <C>            <C>
Non-cost-of-service..............  1,781,285        1,350,438           862,740        499,215
Cost-of-service..................    212,055          212,055                --             --
                                   ---------        ---------           -------        -------
     Total.......................  1,993,340        1,562,493           862,740        499,215
                                   =========        =========           =======        =======
</TABLE>

* Approximately 26% of this acreage is located in the Appalachian area.
--------------------------------------------------------------------------------

     NET WELLS DRILLED IN THE CALENDAR YEAR

The number of non-cost-of-service net wells completed during each of the last
three years follow (there were no cost-of-service wells completed during this
three-year period):

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                           Exploratory         Development           Total
                                         ----------------   -----------------   ----------------
                                         Productive   Dry   Productive*   Dry   Productive   Dry
<CAPTION>
------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>   <C>           <C>   <C>          <C>
<S>                                      <C>          <C>   <C>           <C>   <C>          <C>
Years Ended December 31,
  1999.................................      7         6        51         1        58        7
  1998.................................      9         7        54         1        63        8
  1997.................................      4         5        69         2        73        7
</TABLE>

* Includes Canadian completions: 1999-- 2 wells; 1998-- zero wells and 1997-- 12
  wells.
--------------------------------------------------------------------------------

As of December 31, 1999, 11 gross (8 net) non-cost-of-service wells were in
process of drilling, including wells temporarily suspended.

     GAS PURCHASE CONTRACT RESERVES (AT DECEMBER 31, 1999) AND AVAILABILITY OF
SUPPLY
     (CALENDAR YEAR 2000)

Gas purchase reserves under contract with independent producers in the
Appalachian area total 223 Bcf at December 31, 1999. In addition, at December
31, 1999, the Company had gas supply contracts with various other producers and
marketers with contract lengths ranging from a few months to five years. The
volume of gas available to the Company under these supply contracts totals 91
Bcf if all volumes are requested. These gas purchase contract reserve and gas
supply contract volume amounts are as contained in the January 24, 2000 report
of Ralph E. Davis Associates, Inc. Of the total 223 Bcf under contract from
Appalachian producers, the volume of gas expected to be purchased in 2000 under
such contracts is not estimable as such contracts are generally life-of-the-well
arrangements and contain provisions adaptable to changing market conditions. Of
the total 91 Bcf available under contract from other producers and marketers,
approximately 65 Bcf of gas will be available to the Company in 2000, assuming
all volumes are requested.

The Company anticipates that substantial volumes of gas will be available for
purchase during 2000 on the spot market. Due to the nature of spot market
transactions, the volumes of such gas available to the Company in 2000 cannot be
reasonably estimated. However, for the calendar year 2000, the Company expects
its distribution subsidiaries to have approximately 1 Bcf per day of firm
transport capacity available on upstream pipelines and 125 Bcf of storage
capacity available to meet their customer requirements.

                                       18
<PAGE>   21

ITEM 2.     PROPERTIES (Concluded)

The volumes expected to be available from Company-owned wells in 2000 amount to
206 Bcf of gas and 10.4 million barrels of oil, all from non-cost-of-service
properties. The foregoing volumes are based on the Company's current production
estimates of proved gas and oil reserves. Actual production may differ from
these amounts due to a number of factors, including changing market conditions
and the discovery, acquisition and/or sale of reserves.

ITEM 3.     LEGAL PROCEEDINGS

As previously reported, on April 20, 1999, the Company and the directors party
to the suit were served with a purported Class Action Complaint, Civil Action
No. 17114-NC, styled Gerold Garfinkel v. Raymond E. Galvin, Paul E. Lego,
Margaret A. McKenna, William S. Barrack, Jr., Steven A. Minter, J. W. Connolly,
George A. Davidson, Jr., Richard P. Simmons, and Consolidated Natural Gas
Company. The Complaint was filed in the Delaware Court of Chancery on April 20,
1999. The Complaint seeks injunctive relief in the form of an order to the
individual Board members to sell the Company for the highest value to the
shareholders, an accounting of any damages resulting from any failure to sell
the Company for the highest value, a determination with respect to the
reasonableness of the break-up fee in the agreement with DRI and other
miscellaneous relief. The Complaint also seeks an award of costs and attorneys'
fees. Several additional purported Class Action Complaints against the Company
and its directors seeking essentially the same relief have been combined with
this action. The Company has moved to dismiss. On February 15, 2000, the
plaintiffs filed a status report indicating they will circulate a stipulation
for dismissal without prejudice.

A qui tam action (one in which the plaintiff sues for the government as well as
for itself, and gets to keep part of the recovery) was brought by Jack Grynberg,
an oil and gas entrepreneur, against a major part of the gas industry, including
the Company and several of its subsidiaries. The complaint, which was filed on
July 2, 1997, was under seal pending Department of Justice review. The
Department of Justice declined to intervene and the seal was lifted in May 1999.
The Company was served in the Western District of Louisiana on May 1, 1999. The
suit alleges fraudulent mismeasurement of gas volumes and underreporting of gas
royalties from gas production taken from federal leases. The cases have been
removed to the Eastern District of Wyoming, where a motion to dismiss will be
filed by the Company.

A class action was filed by Quinque Operating Co. and others against
approximately 300 defendants, including the Company and several of its
subsidiaries, in Stevens County Kansas. The complaint, which was served on the
Company and its subsidiaries on September 24, 1999, alleged fraud,
misrepresentation, conversion and assorted other claims, in the measurement and
payment of gas royalties from privately held gas leases. The cases have been
moved to the U.S. District Court of Kansas, pending consolidation with the
Grynberg case.

The Company believes the above complaints to be without merit. Management
believes that the ultimate resolution of the issues will not have a material
adverse effect on the Company's financial position, results of operations or
cash flows.

Environmental-related information is hereby incorporated by reference to the
Notes to Consolidated Financial Statements contained in Exhibit I to the
Company's Form 8-K filed with the SEC on January 27, 2000. Reference is made
thereto as follows: Note 17, page 44.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

                                       19
<PAGE>   22

                                    PART II

ITEM 5.     MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
          STOCKHOLDER MATTERS

This information is hereby incorporated by reference to the Notes to
Consolidated Financial Statements contained in Exhibit I to the Company's Form
8-K filed with the SEC on January 27, 2000. Reference is made thereto as
follows: Note 20(C), page 54. Trading in the Company's common stock ceased on
January 28, 2000, the closing date of the Company's merger with Dominion.

ITEM 6.     SELECTED FINANCIAL DATA

This information is hereby incorporated by reference to page 18 of Exhibit I to
the Company's Form 8-K filed with the SEC on January 27, 2000.

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

This information is hereby incorporated by reference to pages 1 through 17 of
Exhibit I to the Company's Form 8-K filed with the SEC on January 27, 2000.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information is hereby incorporated by reference to Management's Discussion
and Analysis of Financial Condition and Results of Operations contained in
Exhibit I to the Company's Form 8-K filed with the SEC on January 27, 2000.
Reference is made thereto as follows: Price Risk Management Activities, page 15.

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SUPPLEMENTARY DATA

This information is hereby incorporated by reference to the Notes to
Consolidated Financial Statements contained in Exhibit I to the Company's Form
8-K filed with the SEC on January 27, 2000. Reference is made thereto as
follows: Gas and Oil Producing Activities--Note 20(A), page 49; Quarterly
Financial Data--Note 20(B), page 53.

FINANCIAL STATEMENTS

This information is hereby incorporated by reference to pages 19 through 55 of
Exhibit I to the Company's Form 8-K filed with the SEC on January 27, 2000.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE

Not applicable. The Company's independent accountant subsequent to the merger
will be Deloitte & Touche LLP, the current independent accountant for Dominion.
PricewaterhouseCoopers LLP was the independent accountant for the Company prior
to the merger.

                                       20
<PAGE>   23

                                    PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Omitted pursuant to General Instruction I.(2)(c).

ITEM 11.     EXECUTIVE COMPENSATION

Omitted pursuant to General Instruction I.(2)(c).

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Omitted pursuant to General Instruction I.(2)(c).

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

                                    PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

REPORTS ON FORM 8-K

The Company filed Forms 8-K during the fourth quarter of 1999 and the first
quarter of 2000 as follows:
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   Filing date      Subject
---------------------------------------------------------------------------------------------
<S>                 <C>
December 21, 1999   Anticipated closing date of merger with Dominion
December 28, 1999   Receipt of final regulatory approval in connection with the merger with
                    Dominion
January 27, 2000    1999 consolidated financial statements and related information
February 14, 2000   Change of control of the Company and change of independent accountants
</TABLE>

--------------------------------------------------------------------------------

DOCUMENTS FILED AS A PART OF THIS REPORT

     Financial Statements

All of the financial statements filed as a part of this Report are hereby
incorporated by reference to Exhibit I to the Company's Form 8-K filed with the
SEC on January 27, 2000. Reference is made thereto as follows:
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               Page in
                                                              Exhibit I
-----------------------------------------------------------------------
<S>                                                           <C>
Report of Independent Accountants...........................       19
Consolidated Statement of Income for the Years 1997 through        21
  1999......................................................
Consolidated Balance Sheet at December 31, 1998 and 1999....       22
Consolidated Statement of Cash Flows for the Years 1997            24
  through 1999..............................................
Consolidated Statement of Comprehensive Income for the Years       25
  1997 through 1999.........................................
Notes to Consolidated Financial Statements..................       26
Schedule II--Valuation and Qualifying Accounts..............   Note 2
</TABLE>

Notes:
(1) Schedules I, III, IV, and V have been excluded because they are not
    applicable.
(2) Omitted inasmuch as amounts involved are not significant.
--------------------------------------------------------------------------------

                                       21
<PAGE>   24

ITEM 14.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
             (Continued)
     Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 333-92765) of
Consolidated Natural Gas Company of our report dated January 26, 2000, relating
to the consolidated financial statements of Consolidated Natural Gas Company,
included as Exhibit I to Form 8-K filed on January 27, 2000, which is
incorporated by reference in this Annual Report on Form 10-K. We also consent to
the reference to us under the heading "Experts" in such Prospectus.

PRICEWATERHOUSECOOPERS LLP

600 Grant Street
Pittsburgh, Pennsylvania 15219-9954
March 7, 2000

                                       22
<PAGE>   25

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
         (Continued)

EXHIBITS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  SEC
Exhibit
Number                       Description of Exhibit
  --------------------------------------------------------------------
<C>       <S>
 (2)      Plan of acquisition, reorganization, arrangement,
          liquidation or successor:
          (2A)(i)   Amended and Restated Agreement and Plan of Merger,
          dated as of May 11, 1999, by and between Dominion Resources,
                    Inc. and Consolidated Natural Gas Company, is
                    hereby incorporated by reference to Exhibit 2 to
                    the Form 8-K filed on May 20, 1999
          (ii)  Joinder Agreement dated as of January 21, 2000 by and
          among Dominion Resources, Inc., Consolidated Natural Gas
                Company, DRI New Sub I, Inc. and DRI New Sub II, Inc.
                is filed herewith
 (3)      Certificate of Incorporation and By-Laws:
          (3A)(i)   Certificate of Incorporation of Consolidated
                    Natural Gas Company is filed herewith
          (ii)  Certificate of Amendment of Certificate of
          Incorporation of Consolidated Natural Gas Company is filed
                herewith
          (3B)     By-Laws of Consolidated Natural Gas Company are
                   filed herewith
 (4)      Instruments Defining the Rights of Security Holders,
          Including Indentures:
          (4A)     Indentures of Consolidated Natural Gas Company:
          (i)   Indentures of Consolidated Natural Gas Company are
          incorporated by reference to previously filed material as
                indicated on the list filed herewith
          (ii)   First Supplemental Indenture dated as of January 28,
          2000 among Consolidated Natural Gas Company, DRI New Sub II
                 and United States Trust Company of New York, as
                 trustee, is filed herewith
          (iii)  Nineteenth Supplemental Indenture dated as of January
          28, 2000 among Consolidated Natural Gas Company, DRI New Sub
                 II and The Chase Manhattan Bank, successor to
                 Manufacturers Hanover Trust Company, as trustee, is
                 filed herewith
          (iv)  Securities Resolution No. 6 effective as of September
          21, 1999 under Indenture dated as of April 1, 1995 between
                the Company and United States Trust Company of New
                York, as trustee, is filed herewith
(10)      Material Contracts:
          The following exhibits are filed with this Form 10-K by
          being incorporated by reference to their filing in the
          Company's Forms 10-K for previous years. The year following
          the description of the exhibit indicates for each of such
          exhibits the Form 10-K, File No. 1-3196, where such exhibit
          was filed.
          (10A)    Form of Split Dollar Insurance Agreement between
          Consolidated Natural Gas Company and certain employees and
                   Directors (1987)
          (10B)    Form of Supplemental Death Benefit Payment
          Agreement between Consolidated Natural Gas Company and
                   certain employees and Directors (1987)
          (10C)    Consolidated Natural Gas Company Supplemental
                   Retirement Benefit Plan (1987)
          (10D)   System Supplemental Retirement Plan for Certain
          Management Employees of Consolidated Natural Gas Company and
                  Its Participating Subsidiaries, as amended December
                  12, 1995 (1995)
</TABLE>

                                       23
<PAGE>   26
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
         (Concluded)

EXHIBITS (Concluded)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  SEC
Exhibit
Number                       Description of Exhibit
  --------------------------------------------------------------------
<C>       <S>
          (10E)    Form of agreement between Consolidated Natural Gas
          Company and non-employee Directors for deferral of payment
                   of retainer and attendance fees, effective before
                   1987 (1987)
          (10F)    Deferred Compensation Plan for Directors of
          Consolidated Natural Gas Company, effective for years
                   beginning with 1987, as amended December 14, 1999,
                   is filed herewith
          (10G)   Consolidated Natural Gas Company Cash Incentive
                  Bonus Deferral Plan (1987)
          (10H)   Form of Change of Control Employment Agreement
          between Consolidated Natural Gas Company and certain
                  employees, dated January 19, 1999 (1998)
          (10I)     Form of Change of Control Salary Continuation
          Agreement between Consolidated Natural Gas Company and
                    certain employees (1989)
          (10J)     Consolidated Natural Gas Company Annual Executive
          Incentive Program, as amended December 13, 1994 (1994)
          (10J)(i)   Attachment C, as amended February 18, 1997, to
          the Consolidated Natural Gas Company Annual Executive
                     Incentive Program (1997)
          (10K)    Unfunded Supplemental Benefit Plan for Employees of
          Consolidated Natural Gas Company and Its Participating
                   Subsidiaries Who Are Not Represented by a
                   Recognized Union, as amended December 12, 1995
                   (1995)
          (10L)    Form of Change of Control Employment Agreement
          between Consolidated Natural Gas Company and certain
                   employees dated December 12, 1995 (1995)
          (10M)   Trust Agreement between Consolidated Natural Gas
          Company and Mellon Bank (Trustee) relating to funding of
                  certain beneficial plans for certain employees,
                  dated June 1, 1995 (1996)
          (10N)   Employment Agreement between Consolidated Natural
          Gas Company and George A. Davidson, Jr. dated December 22,
                  1998, and related letter dated January 8, 1999
                  (1998)
(11)      Statement re Computation of Per Share Earnings:
          Computations of Earnings Per Common Share-- Basic, and
          Earnings Per Common Share--Diluted of Consolidated Natural
          Gas Company and Subsidiaries for the years ended December
          31, 1997 through 1999, are filed herewith
(12)      Statement re Computation of Ratios:
          Ratio of Earnings to Fixed Charges of Consolidated Natural
          Gas Company and Subsidiaries for the calendar years
          1995-1999, inclusive, are filed herewith
(23)      Consents of Experts and Counsel:
          (23A)    Report of Ralph E. Davis Associates, Inc.,
          independent geologists, dated January 24, 2000, and consent
                   letter authorizing the filing of such report as an
                   exhibit to Consolidated Natural Gas Company's Form
                   10-K for the year ended December 31, 1999, are
                   filed herewith
          (23B)    Consent of PricewaterhouseCoopers LLP -- included
                   as part of this ITEM 14
(27)      Financial Data Schedule has been filed electronically
----------------------------------------------------------------------
</TABLE>

                                       24
<PAGE>   27

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                             CONSOLIDATED NATURAL GAS COMPANY
                                          --------------------------------------
                                                       (Registrant)

                                          By:  /S/ GEORGE A. DAVIDSON, JR.
                                            ------------------------------------
                                                 (George A. Davidson, Jr.)
                                                   Chairman of the Board
                                                        and Director

March 7, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 7, 2000.

   /S/ GEORGE A. DAVIDSON, JR.                 /S/ THOS. E. CAPPS
   ----------------------------            ----------------------------
     (George A. Davidson, Jr.)                    (Thos. E. Capps)
       Chairman of the Board                 Vice Chairman, President,
            and Director                      Chief Executive Officer
                                                    and Director

     /S/ THOMAS N. CHEWNING                 /S/ EDGAR M. ROACH, JR.
   ----------------------------           -----------------------------
        (Thomas N. Chewning)                  (Edgar M. Roach, Jr.)
      Executive Vice President               Executive Vice President
    and Chief Financial Officer                    and Director

     /S/ JAMES L. TRUEHEART                /S/ THOMAS F. FARRELL, II
   ----------------------------           -----------------------------
        (James L. Trueheart)                 (Thomas F. Farrell, II)
        Group Vice President                 Executive Vice President
           and Controller                          and Director




                                       25
<PAGE>   28


                                 EXHIBIT INDEX


--------------------------------------------------------------------------------
        SEC
        Exhibit
        Number                     Description of Exhibit
--------------------------------------------------------------------------------

        (2)     Plan of acquisition, reorganization, arrangement, liquidation or
                successor:

                (2A)(i)  Amended and Restated Agreement and Plan of Merger,
                         dated as of May 11, 1999, by and between Dominion
                         Resources, Inc. and Consolidated Natural Gas Company,
                         is hereby incorporated by reference to Exhibit 2 to the
                         Form 8-K filed on May 20, 1999

                   (ii)  Joinder Agreement dated as of January 21, 2000 by and
                         among Dominion Resources, Inc., Consolidated Natural
                         Gas Company, DRI New Sub I, Inc. and DRI New Sub II,
                         Inc. is filed herewith

        (3)     Certificate of Incorporation and By-Laws:

                (3A)(i)  Certificate of Incorporation of Consolidated Natural
                         Gas Company is filed herewith

                   (ii)  Certificate of Amendment of Certificate of
                         Incorporation of Consolidated Natural Gas Company is
                         filed herewith

                (3B)     By-Laws of Consolidated Natural Gas Company are filed
                         herewith

        (4)     Instruments Defining the Rights of Security Holders, Including
                Indentures:

                (4A)     Indentures of Consolidated Natural Gas Company:

                         (i)     Indentures of Consolidated Natural Gas Company
                                 are incorporated by reference to previously
                                 filed material as indicated on the list filed
                                 herewith

                         (ii)    First Supplemental Indenture dated as of
                                 January 28, 2000 among Consolidated Natural Gas
                                 Company, DRI New Sub II and United States Trust
                                 Company of New York, as trustee, is filed
                                 herewith

                         (iii)   Nineteenth Supplemental Indenture dated as of
                                 January 28, 2000 among Consolidated Natural Gas
                                 Company, DRI New Sub II and The Chase Manhattan
                                 Bank, successor to Manufacturers Hanover Trust
                                 Company, as trustee, is filed herewith


                         (iv)    Securities Resolution No. 6 effective as of
                                 September 21, 1999 under Indenture dated as of
                                 April 1, 1995 between the Company and United
                                 States Trust Company of New York, as trustee,
                                 is filed herewith


        (10)    Material Contracts:

                The following exhibits are filed with this Form 10-K by being
                incorporated by reference to their filing in the Company's Forms
                10-K for previous years. The year following the description of
                the exhibit indicates for each of such exhibits the Form 10-K,
                File No. 1-3196, where such exhibit was filed.

                (10A)    Form of Split Dollar Insurance Agreement between
                         Consolidated Natural Gas Company and certain employees
                         and Directors (1987)

                (10B)    Form of Supplemental Death Benefit Payment Agreement
                         between Consolidated Natural Gas Company and certain
                         employees and Directors (1987)

                (10C)    Consolidated Natural Gas Company Supplemental
                         Retirement Benefit Plan (1987)

                (10D)    System Supplemental Retirement Plan for Certain
                         Management Employees of Consolidated Natural Gas
                         Company and Its Participating Subsidiaries, as amended
                         December 12, 1995 (1995)

                (10E)    Form of agreement between Consolidated Natural Gas
                         Company and non-employee Directors for deferral of
                         payment of retainer and attendance fees, effective
                         before 1987 (1987)


<PAGE>   29


EXHIBIT INDEX (Concluded)


--------------------------------------------------------------------------------
        SEC
        Exhibit
        Number                     Description of Exhibit
--------------------------------------------------------------------------------

                (10F)    Deferred Compensation Plan for Directors of
                         Consolidated Natural Gas Company, effective for years
                         beginning with 1987, as amended December 14, 1999, is
                         filed herewith

                (10G)    Consolidated Natural Gas Company Cash Incentive Bonus
                         Deferral Plan (1987)

                (10H)    Form of Change of Control Employment Agreement between
                         Consolidated Natural Gas Company and certain employees,
                         dated January 19, 1999 (1998)

                (10I)    Form of Change of Control Salary Continuation Agreement
                         between Consolidated Natural Gas Company and certain
                         employees (1989)

                (10J)    Consolidated Natural Gas Company Annual Executive
                         Incentive Program, as amended December 13, 1994 (1994)

                (10J)(i) Attachment C, as amended February 18, 1997, to the
                         Consolidated Natural Gas Company Annual Executive
                         Incentive Program (1997)

                (10K)    Unfunded Supplemental Benefit Plan for Employees of
                         Consolidated Natural Gas Company and Its Participating
                         Subsidiaries Who Are Not Represented by a Recognized
                         Union, as amended December 12, 1995 (1995)

                (10L)    Form of Change of Control Employment Agreement between
                         Consolidated Natural Gas Company and certain employees
                         dated December 12, 1995 (1995)

                (10M)    Trust Agreement between Consolidated Natural Gas
                         Company and Mellon Bank (Trustee) relating to funding
                         of certain beneficial plans for certain employees,
                         dated June 1, 1995 (1996)

                (10N)    Employment Agreement between Consolidated Natural Gas
                         Company and George A. Davidson, Jr. dated December 22,
                         1998, and related letter dated January 8, 1999 (1998)

        (11)    Statement re Computation of Per Share Earnings:

                Computations of Earnings Per Common Share -- Basic, and Earnings
                Per Common Share -- Diluted of Consolidated Natural Gas Company
                and Subsidiaries for the years ended December 31, 1997 through
                1999, are filed herewith

        (12)    Statement re Computation of Ratios:

                Ratio of Earnings to Fixed Charges of Consolidated Natural Gas
                Company and Subsidiaries for the calendar years 1995-1999,
                inclusive, are filed herewith

        (23)    Consents of Experts and Counsel:

                (23A)    Report of Ralph E. Davis Associates, Inc., independent
                         geologists, dated January 24, 2000, and consent letter
                         authorizing the filing of such report as an exhibit to
                         Consolidated Natural Gas Company's Form 10-K for the
                         year ended December 31, 1999, are filed herewith

                (23B)    Consent of PricewaterhouseCoopers LLP - included as
                         part of ITEM 14

        (27)    Financial Data Schedule is filed herewith
--------------------------------------------------------------------------------