SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 9
Richmond, Virginia :
:
File Nos. 70-9517 : TRANSACTIONS
70-9555 : DURING PERIOD
70-9679 :
:
(Public Utility Holding Company Act of 1935) : January 1, 2002
: through
: March 31, 2002
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
Dominion Resources, Inc., a Virginia corporation and
registered holding company ("Dominion"), hereby submits the
following Certificate of Notification pursuant to Rule 24.
By order dated December 15, 1999 (HCAR No. 27112) (the
"Initial Financing Order") in the proceedings at File No. 70-
9517, the Securities and Exchange Commission ("Commission")
permitted the Application-Declaration of Dominion and
Consolidated Natural Gas Company ("Old CNG"), to become
effective. Concurrently, by order dated December 15, 1999 (HCAR
No. 27113), the Commission authorized the merger (the "Merger")
of Old CNG into a wholly-owned subsidiary of Dominion, which
subsidiary as the survivor of the merger changed its name to
Consolidated Natural Gas Company ("CNG"). The Merger was
consummated on January 28, 2000. The Initial Financing Order
authorized post-Merger financings for Dominion and CNG, and
requires the filing by Dominion of certain certificates of
notification pursuant to Rule 24.
By Commission order dated May 24, 2001 (HCAR No. 27406) (the
"Second Financing Order") in the proceedings at File No. 70-9555,
the financing authorizations of Dominion and its subsidiaries
given in the Initial Financing Order were enhanced and extended.
By Commission order dated October 5, 2000 (HCAR No. 27242)
(the "Restructuring Order") in the proceeding at File No. 70-
9679, Dominion was authorized to reorganize and restructure its
existing nonutility interests along business and functional
lines, using one of several business organizations.
By Commission order dated December 28, 2001 (HCAR No. 27485)
in the proceeding at File No. 70-9555, an increase to Dominion's
EWG investment limit was approved (the "December 28, 2001
Order").
This certificate provides information with respect to
transactions occurring under the Initial Financing Order, the
Second Financing Order, the Restructuring Order and the December
28, 2001 Order during the first quarter of 2002 with respect to
Dominion and its subsidiaries, including Dominion Energy, Inc.
("DEI"), Dominion Capital, Inc. ("DCI"), and Virginia Electric
and Power Company ("Virginia Power").
Rule 52 transactions occurring during the quarter, if any,
are reported on Forms U-6B-2 filed as exhibits to this
certificate.
I. EWG/FUCO Investments
A. As determined pursuant to the December 28, 2001 Order, the
Modified Rule 53 Test applicable to Dominion's investments in
EWGs and FUCOs is one hundred percent of consolidated retained
earnings plus $4,500 million. At March 31, 2002, Dominion's
"aggregate investment"(as defined in Rule 53(a) under PUHCA) in
all EWGs and FUCOs was approximately $1,811.0, million and
"consolidated retained earnings" (as defined in Rule 53(a)under
PUHCA) was approximately $1,060.5 million. Accordingly, at
March 31, 2002, Dominion's remaining investment capacity under
the Modified Rule 53 Test was approximately $3,749.5 million.
B. Pursuant to a request for confidential treatment under Rule
104(b) of PUHCA, Dominion is concurrently filing in paper format
as Exhibit A, certain information concerning the aggregate
investment by EWG/FUCO Project.
C. At March 31, 2002, Dominion's consolidated capitalization
ratio was: debt 59.4%, common equity 34.7%, and preferred
securities of subsidiaries of 5.9%. (For these purposes,
"consolidated debt" means all long-term debt, long-term debt due
within one year, notes payable and other short-term obligations,
including any short-term debt and non-recourse debt of EWG/FUCO
Projects, to the extent normally consolidated under applicable
financial reporting rules).
D. At March 31, 2002, the market-to-book ratio of Dominion's
common stock was 2.04 to 1.
E. In the first quarter of 2002, Dominion invested or committed
to invest in EWG's or FUCO's that count against the Modified Rule
53 Test. See such investments indicated by "new" in Exhibit A
filed in paper format.
F. Pursuant to a request for confidential treatment under Rule
104(b) of PUHCA, Dominion is concurrently filing in paper format
as Exhibit A, total earnings growth by EWG and FUCO Project in
the first quarter.
G. Pursuant to a request for confidential treatment under Rule
104(b) of PUHCA, Dominion is concurrently filing in paper format
as Exhibit A, net income and revenues of Dominion's EWG and FUCO
Projects for the three months ending March 31, 2002.
II. FINANCING BY DOMINION
A. Sale of Dominion Common Stock
1. Sales to Plans
Dominion issued and sold the following shares of its
common stock during the reporting period.
Number of Dollar Values
Shares (Thousands)
____________ _____________
Dominion Direct Investment
Plan 530,210 $32,382
Employee Savings Plan 280,236 17,353
2. Public Offerings
On March 18, 2002, Dominion sold 10,340,000 shares of
its common stock (including 940,000 shares purchased by
the underwriters pursuant to a 30-day option exercised to
cover over-allotments). Salomon Smith Barney purchased
the shares for a price of $59.80 per share. The reported
last sale price of the common stock on the New York Stock
Exchange on March 13, 2002 was $60.60 per share. The net
proceeds to Dominion from the sale of the shares of
common stock were $618,332,000.
The sale of the common stock occurred pursuant to
Dominion's shelf Registration Statement No.333-55904. The
registration statement and the Rule 424(b) prospectus,
filed with the Commission on March 2, 2001, are hereby
incorporated by reference.
The net proceeds from the sale of the common stock
were used for general corporate purposes, including the
repayment of debt and equity contributions to
subsidiaries. The debt may include a portion of short-
term debt, including commercial paper.
B. Short Term Debt
During the period, Dominion and Virginia Power issued
and sold commercial paper. The maximum principal amount
of each such company's commercial paper outstanding at
any time during this period and the principal amount of
commercial paper of each company outstanding on March 31,
2002 were as follows:
Maximum Principal Amount
Outstanding as of 3/31/02
(thousands) (thousands)
___________ ________________
Dominion $647,580 $296,155
Virginia Power 511,100 245,072
On May 31, 2001, Dominion, Virginia Power and CNG
entered into a 364 day credit facility agreement with a
consortium of 22 banks. The credit agreement allows
aggregate borrowings by Dominion, Virginia Power and CNG
up to $1.75 billion. No borrowings were made under the
credit agreements during the quarter.
Upon expiration of the 2001 credit facility, Dominion,
Virginia Power and CNG will enter into a new credit
facility which is expected to close on May 30, 2002. It
will be comprised of a $1.25 billion 364 day facility and
a $750 million multi-year facility. This credit
agreement allows aggregate borrowings by Dominion,
Virginia Power and CNG of up to $2.0 billion.
C. Long-Term Debt
On January 22, 2002, Dominion issued $250,000,000
principal amount of 3.875% Medium Term Notes, Series A-02 due
2004 ("Notes") in a public offering. Morgan Stanley Dean
Witter acted as agent. The net proceeds to DRI after the agent's
discount or commission of $540,000 was $249,460,000. The Notes
have a stated maturity date of January 15, 2004.
The Notes were offered and sold to the public pursuant to
a pricing supplement dated January 14, 2002 and a prospectus
supplement dated May 25, 2001, to Dominion's shelf registration
statement at File No. 333-55904. The registration statement, the
base Rule 424(b) prospectus (both filed with the Commission on
March 2, 2001), the prospectus supplement and the pricing
supplement are hereby incorporated by reference.
The net proceeds were used to meet a portion of general
capital requirements or the refinancing of other outstanding
debt.
On March 20, 2002, Dominion sold 6,600,000 shares of
Dividend Enhanced Common Stock ("DECS") (including 600,000 DECS
purchased by the underwriters pursuant to a 30-day option
exercised to cover over-allotments) under the following terms and
conditions.
Per Corporate DEC Total Amount
---------------- ------------
Price to the public $50.00 $330,000,000
Underwriting Discount 1.50 9,900,000
Proceeds to Dominion 48.50 320,100,000
Each DECS is a unit consisting of a stock purchase
contract ("Contract") and a senior note ("Note")
issued by Dominion. The Contract will obligate the
holder to purchase from Dominion, no later than May 15,
2006 for a price of $50, the following number of common
shares of Dominion ("Shares"):
- if the average closing price of the Shares over the 20-
trading day period ending May 10, 2006, equals or
exceeds $81.33, 0.6148 Shares;
- if the average closing price over the period is less
than $81.33 but greater than $59.80, a number of
Shares equal to $50 divided by the average closing
price;
- if the average closing price over the period is less
than or equal to $59.80, 0.8361 Shares.
Each Note has a principal amount of $50, and has been
pledged by the holder to secure the obligation to
purchase the Shares under the Contract. Interest
payments at the combined rate of 8.75% per year will be
made quarterly on the Contracts and Notes.
The Underwriter was Salomon Smith Barney. The sale
occurred pursuant to Dominion's shelf Registration No.
333-55904. The registration statement and the Rule
424(b) prospectus, filed with the Commission on March 2,
2001, are hereby incorporated by reference.
The net proceeds from the sale of DECS were used for
general corporate purposes, including the repayment of
debt and equity contributions to subsidiaries. The debt
may include a portion of short-term debt, including
commercial paper.
D. Interest Rate Swaps
None.
III. EQUITY INVESTMENTS IN, AND GUARANTIES AND OTHER CREDIT
SUPPORT BY DOMINION FOR OR ON BEHALF OF DEI, DCI AND/OR THEIR
SUBSIDIARIES
A. Equity Investments
On March 29, 2002 Dominion made a capital
contribution of $200,000,000 to Consolidated Natural Gas.
B. Guaranties and Other Credit Support
Dominion has issued guaranties to various third party
creditors in relation to repayment of debt by certain of
its subsidiaries and in relation to electric power or gas
purchases or delivery performances of its subsidiaries.
The estimated total outstanding exposure on these
guaranties as of March 31, 2002 is approximately $3.8
billion, and the subsidiaries' debt subject to such
guaranties totaled $753 million. The guaranties expire
at various dates.
C. Short Term Debt
In March 2002, Dominion advanced $496 million, net of
repayments of $41 million, to CNG pursuant to a zero percent,
short-term demand note ("Demand Note"); Dominion subsequently
converted $200 million of the amounts borrowed by CNG to a capital
contribution. At March 31, 2002, the net outstanding borrowings
under the Demand Note totaled $296 million.
IV. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
On January 30, 2002, Virginia Power issued $650,000,000
aggregate principal amount of 5.375% Senior Notes (Series 2002A)
("Notes"), in a public offering through Credit Suisse First
Boston, JP Morgan, Mizuho International plc, SunTrust Robinson
Humphrey, and Tokyo-Mitsubishi International plc, as agents.
The Senior Notes were sold under the following terms and
conditions:
Per Senior Note Total Amount
--------------- ------------
Price to the Public 99.559% $647,133,500
Underwriting discount .60% 3,900,000
Proceeds to Virginia Power 98.959% 643,233,500
The sale occurred pursuant to Virginia Power's shelf
Registration Statement No. 333-28510. The registration statement
and the Rule 424(b) prospectus, filed with the Commission on June
2, 2000, are hereby incorporated by reference.
Credit Suisse First Boston ("CSFB") purchased approximately
$116.8 million aggregate principal amount of Virginia Power's
1997 Series A 6.75% First and Refunding Mortgage Bonds
("Bonds")that were called for redemption on February 8, 2002.
Virginia Power exchanged the Bonds held by CSFB for a portion of
the Notes. The Bonds received from CSFB were retired. The
remaining net proceeds of the offering after the exchange were
used to redeem the remaining $82.7 million aggregate principal
amount of the Bonds, for general corporate purposes, and to repay
other debt which may include commercial paper.
V. RULE 52 TRANSACTIONS BY DOMINION CANADA FINANCE COMPANY
None.
VI. RESTRUCTURING OF NONUTILITY INTERESTS
From time to time Dominion Exploration & Production, Inc.
("DEPI") may enter into a standard form of farm-out agreement
with Dominion Transmission, Inc. ("DTI") with respect to leases
owned by DTI. DEPI pursuant to the agreements would acquire the
right to drill wells on lands covered by leases owned by DTI.
DTI, to the extent DEPI has completed wells under the agreement,
is obligated to assign to DEPI the rights to the wells and
associated leases following request by DEPI. To the extent such
lease interests may be considered an interest in a business, the
assignment of the leases from DTI to DEPI would be a
restructuring of nonutility interests within the Dominion system
pursuant to the Restructuring Order.
As part of the approved program of simplification of non-
utility business holdings, during the first quarter of 2002, DTI
assigned to DEPI certain of its interests in 262 oil and gas wells.
The effect of these assignments is to simplify accounting for the
assets where overlapping interests had previously been held by the
parties.
VII. EXHIBITS
A. Financial Information regarding the aggregate investment
by Dominion in EWG/FUCO projects. (Filed under confidential
treatment pursuant to Rule 104(b)).
B. Joint Form U-6B-2 for Dominion Energy, Inc., Dominion
Resources Services, Inc., Dominion Capital, Inc., Dominion
Telecom Services, Inc., Dominion Cogen WV, Inc., Kincaid
Generation, LLC, Dominion Nuclear, Inc., Dominion Energy Services
Company, Inc., Dominion Reserves, Inc., Dominion Energy Direct
Sales, Inc., Dominion Metering Services, Inc. and Dominion
Alliance Holding, Inc. for Rule 52 transactions reported in
Dominion's Form U-9C-3 for the quarter.
C. Form U-6B-2 for Virginia Power sale of Series 2002A 5.375%
Senior Notes due 2007.
SIGNATURE
The undersigned registered holding company has duly caused
this quarterly Rule 24 Certificate of Notification to be signed
on its behalf by its attorney subscribing below duly authorized
pursuant to the Public Utility Holding Company Act of 1935.
DOMINION RESOURCES, INC.
________________________
By James F. Stutts
Its Attorney
Dated May 30, 2002
EXHIBIT B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
Dominion Energy, Inc. ("DEI")
Dominion Resources Services, Inc. ("DRS")
Dominion Capital, Inc. ("DCI")
Dominion Alliance Holding, Inc. ("DAH")
Dominion Metering Services, Inc. ("DMS")
Dominion Telecom Services, Inc. ("DTSI")
Dominion Energy Direct Sales, Inc. ("DEDS")
Dominion Cogen WV, Inc. ("Cogen")
Kincaid Generation, LLC ("Kincaid")
Dominion Nuclear, Inc. ("DNI")
Dominion Energy Services Company, Inc. ("DESCO")
Dominion Reserves, Inc. ("DRV")
This certificate is notice that the above named companies
have issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was
exempted from the provisions of Section 6(a) of the Act and
was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule
U-48.
1. Type of the security or securities:
Evidence of indebtedness for Advances ("Advances").
2. Issue, renewal or guaranty:
Issue by book entry.
3. Principal amount of each security:
Funds are borrowed and/or repaid daily as cash needs
indicate.
4. Rate of interest per annum of each security:
The annual interest rate on the Advances mirrors that of
the lending company on its indebtedness.
5. Date of issue, renewal or guaranty of security:
Borrowings are made on a daily basis and reported at the
end of the quarter.
6. If renewal of security, give date of original issue:
Borrowings are made on a daily basis and reported at the
end of the quarter. See Schedule 1.
7. Date of maturity of each security:
Open account.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
See Schedule 1.
9. Collateral given with each security, if any:
None.
10. Consideration received for each security:
None, other than interest accrued.
11. Application of proceeds of each security:
To provide working capital.
12. The issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of the
provisions contained in any rule of the Commission other
than Rule U-48.
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which indicate
that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity
of nine months or less, exclusive of days of grace, as to
which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and
par value of the other securities of such company then
outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as
maturing in not more than nine months for purposes of the
exemption from Section 6(a) of the Act granted by the
first sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth sentence
of Section 6(b), name the security outstanding on January
1, 1935, pursuant to the terms of which the security or
securities herein described have been issued.
Not applicable.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48 designate the rule under
which exemption is claimed.
Rule 52 relating to issuance of indebtedness by non-public
utility subsidiaries of registered holding companies.
Schedule 1
Inter-Company Advances
Outstanding
Borrowings
Quarter End
Borrower Lender 3/31/2002
-------- ------ -------------
(thousands)
DEI Dominion Resources, Inc ("DRI") (489,774)
DRS DRI (39,570)
DCI DRI (131,209)
DAH DRI (6,159)
DMS DRI (525)
DTSI DRI 0
DEDS DEI (30,575)
DEI DNI (2,050)
DRV DEI (135,714)
DEI Cogen (22,053)
DEI Kincaid (3,810)
DEI DESCO (6,146)
Exhibit C
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
Virginia Electric and Power Company
This certificate is notice that the above named company
("Virginia Power") has issued, renewed or guaranteed the
security or securities described herein which issue, renewal
or guaranty was exempted from the provisions of Section 6(a)
of the Act and was neither the subject of a declaration or
application on Form U-1 nor included within the exemption
provided by Rule U-48.
1. Type of the security or securities:
Series 2002A 5.375% Senior Notes Due 2007 ("Notes").
2. Issue, renewal or guaranty:
Issue.
3. Principal amount of each security:
$650,000,000.
4. Rate of interest per annum of each security:
5.375% per annum.
5. Date of issue, renewal or guaranty of security:
January 30, 2002.
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
February 1, 2007.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
The Notes were purchased by Credit Suisse First Boston
Corporation, JP Morgan, Mizuho International plc,
SunTrust Robinson Humphrey, and Toyko-Mitsubishi
International plc, as underwriters to the transaction.
9. Collateral given with each security, if any:
None.
10. Consideration received for each security:
$643,233,500.
11. Application of proceeds of each security:
Credit Suisse First Boston has purchased approximately
$116.8 million aggregate principal of Virginia Power 1997
Series A 6 3/4% First and Refunding Mortgage Bonds that
were called for redemption on February 8, 2002. Virginia
Power exchanged the mortgage bonds for a portion of the
Notes. The mortgage bonds will be retired. The remaining
net proceeds from the sale of the Notes were used for
redemption of the remainder of the mortgage bonds,
general corporate purposes, including the repayment of
debt.
12. The issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of the
provisions contained in any rule of the Commission other
than Rule U-48.
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which indicate
that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity
of nine months or less, exclusive of days of grace, as to
which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and
par value of the other securities of such company then
outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as
maturing in not more than nine months for purposes of the
exemption from Section 6(a) of the Act granted by the
first sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth sentence
of Section 6(b), name the security outstanding on January
1, 1935, pursuant to the terms of which the security or
securities herein described have been issued.
Not applicable.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48 designate the rule under
which exemption is claimed.
Rule 52.