UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the Calendar Quarter Ended December 31, 2002
Dominion Resources, Inc.
120 Tredegar Street
Richmond, Virginia 23219
(Address of principal executive offices)
Table of Contents
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Page |
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Item 1. |
2 |
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Item 2. |
Issuance and Renewals of Securities and Capital Contributions |
4 |
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Item 3. |
5 |
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Item 4. |
6 |
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Item 5. |
7 |
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Item 6. |
7 |
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Page 2
ITEM 1 - ORGANIZATION CHART
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% of Voting Securities Held |
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Dominion Resources, Inc. ("DRI")(a) |
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Dominion Alliance Holding, Inc. ("DAH") |
Energy Related |
11/2000 |
Delaware |
100% |
Held an investment in Bridgeco for the purpose of developing the infrastructure necessary to operate the Alliance regional transmission organization. |
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Dominion Energy Technologies, Inc. ("DETI") |
Energy Related |
4/2001 |
Virginia |
100% |
Holds venture investments in energy technology companies. |
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Dominion Metering Services, Inc. ("DMS") |
Energy Related |
12/2000 |
Virginia |
100% |
Provides contract meter reading services. |
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Dominion Ohio ES, Inc. ("DOES") |
Energy Related |
5/2001 |
Ohio |
100% |
Provides engineering, construction and other services. |
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Dominion Technical Solutions, Inc. ("DTECH") (NEW) |
Energy Related |
8/2002 |
Virginia |
100% |
Provides engineering, construction and other services. |
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Page 3
ITEM 1 - ORGANIZATION CHART (CONTINUED)
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% of Voting Securities Held |
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Dominion Resources, Inc. ("DRI") (a) |
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Dominion Energy, Inc. ("DEI") (a) |
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Dominion Energy Direct Sales, Inc. ("DEDS") |
Energy Related |
2/2000 |
Virginia |
100% |
Primarily engages in retail sales of electricity and gas to commercial and industrial users. |
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Dominion Energy Exchange, Inc. ("DEE") |
Energy Related |
9/2000 |
Virginia |
100% |
Owns an interest in EIP Holdings, LLC ("EIP") which owns 66.34% of TradeSpark, LP, an electronic and telephonic marketplace for transactions in natural gas, electricity and other fuels.(b) |
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Dominion Cleveland Thermal, Inc. ("DCT") |
Energy Related |
10/2000 |
Ohio |
100% |
Produces steam and chilled Water for retail customers in the Cleveland, Ohio area. |
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Dominion Wagram, Inc. ("Wagram") |
Energy Related |
4/2002 |
North Carolina |
100% |
Holds contracts pertaining to a steam plant facility in Wagram, NC that serves Westpoint Stevens. |
(a) Directly or indirectly holds interests in energy-related companies.
(b) DEE's voting rights in EIP cannot exceed 9.9% unless (i) its economic interest is less than 10% or (ii) it elects to increase its voting rights to equal its economic interest.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (c)
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Company issuing security (Borrower) |
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Person to whom issued |
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DAH |
Short Term Advances |
$ 182,000 |
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DRI |
- |
- |
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DCT |
Short Term Advances |
$1,673,356 |
- |
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DEI |
- |
-
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Wagram |
Short Term Advances |
$ 473,068 |
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DEI |
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(c) The chart reflects net advances made by Lenders to Borrowers during the fourth quarter of 2002. Advances are evidenced by book entries and were made pursuant to Rule 52. See also the DRI Form U-6B-2 filed for the fourth quarter of 2002.
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Company |
Company |
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DRI |
DCT |
$1,000 in return for 100 shares of no par common stock |
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DRI |
DAH |
$3,122 capital contribution |
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DEI |
Wagram |
$12,435 capital contribution |
Page 5
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies (g)
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Types of Services Rendered |
Direct |
Indirect |
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Total |
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DOES |
Dominion Equipment, Inc. (d) |
Engineering services |
23,260 |
0 |
0 |
23,260 |
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DTECH |
Dominion Person, Inc. (e) |
Engineering services |
24,441 |
0 |
0 |
24,441 |
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DTECH |
Armstrong Energy Limited Partnership, LLLP (e) |
Engineering services |
1,600 |
0 |
0 |
1,600 |
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DTECH |
Dresden Energy, LLC (e) |
Engineering services |
156,458 |
0 |
0 |
156,458 |
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DTECH |
Fairless Energy, LLC (e) |
Engineering services |
152,743 |
0 |
0 |
152,743 |
(d) Services provided by DOES to Dominion Equipment, Inc. are provided pursuant to service agreements dated June 1, 2001 in the form of Exhibit B to the Form U-9C-3 filed for the fourth quarter of 2001.
(e) Services provided by DTECH to Dominion Person, Inc., Armstrong Energy Limited Partnership, LLLP, Dresden Energy, LLC and Dominion Equipment III, Inc. as agent for Fairless Energy, LLC are provided pursuant to service agreements dated August 1, 2002 in the form of Exhibits B, C, D and E, respectively, to the Form U-9C-3 filed for the third quarter of 2002.
Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies (g)
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Types of Services Rendered |
Direct |
Indirect |
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Total |
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Dominion Retail, Inc. |
DEDS (f) |
Administrative & Management Services |
11,982 |
0 |
0 |
11,982 |
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(f) Services provided by Dominion Retail, Inc. to DEDS are provided pursuant to service agreements dated June 1, 2002 in the form of Exhibit F to the Form U-9C-3 filed for the third quarter of 2002.
(g) Services provided by or to Dominion Resources Services, Inc. ("DRS") are billed pursuant to standard at-cost service agreements between DRS and Dominion Resources, Inc. subsidiaries. Information with respect to transactions under such agreements is not provided in this report, but is provided by Form U-13-60.
Page 6
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (in thousands):
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Total consolidated capitalization of DRI as of December 31, 2002 |
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Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) |
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Greater of $50 million or line 2 |
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$4,086,816 |
Line 3 |
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Total current aggregate investment: (categorized by major line of energy-related business) |
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Energy-related business by category |
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Category 2 |
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10 |
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Category 5 |
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14,778 |
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Category 6 |
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15,837 |
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Category 7 |
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10,264 |
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Total current aggregate investment |
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40,890 |
Line 4 |
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Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding system |
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$4,045,926 |
Line 5 |
Investments in gas-related companies (in thousands):
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Total current aggregate investment: (categorized by major line of gas-related business) |
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(h) Includes short-term debt of $3,318,228.
(i) Consolidated Natural Gas Company, a subsidiary of DRI which is registered as a holding company solely by reason of ownership of voting securities of gas utility companies, has gas-related companies which are covered by its Form U-9C-3.
Page 7
ITEM 5 - OTHER INVESTMENTS
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Major Line of Energy-Related Business |
Other Investment in Last U-9C-3 Report |
Other Investment in this U-9C-3 Report |
Reason for Difference in Other Investment |
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None.
A. Financial Statements
Not required for fourth quarter filing pursuant to Instruction 6A(2).
B. Exhibits
The certificate as to filing with interested state commissions is attached hereto as Exhibit A.
SIGNATURE
The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned attorney thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.
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DOMINION RESOURCES, INC. |
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/s/ James F. Stutts |
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By: James F. Stutts |
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March 31, 2003 |
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Exhibit A
CERTIFICATE
The undersigned certifies that she is the duly designated and acting attorney of Dominion Resources, Inc., a Virginia corporation ("DRI") and that:
DRI's Quarterly Report on Form U-9C-3 filed pursuant to Rule 58 for the quarter ended December 31, 2002 was filed with each state commission having jurisdiction over the retail rates of the public utility companies that are associate companies of any of the reporting companies.
The names and addresses of such state utility commissions are:
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Utilities Department |
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Executive Secretary |
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Secretary |
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General Counsel |
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Chief Clerk |
IN WITNESS WHEREOF, I have hereunto set my hand as of the 31st day of March, 2003.
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/s/ Sharon L. Burr |
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Sharon L. Burr |
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Attorney for |
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