SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 5
Richmond, Virginia :
: TRANSACTIONS
File No. 70-9517 : DURING PERIOD
:
(Public Utility Holding Company Act of 1935) : January 1, 2001
: through
: March 31, 2001
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
By order dated December 15, 1999 (HCAR No. 27112) (the "Order") in the
above captioned proceedings, the Securities and Exchange Commission
("Commission") permitted the Application-Declaration of Dominion Resources,
Inc. ("Dominion"), an exempt holding company, and Consolidated Natural Gas
Company ("Old CNG"), a registered holding company, 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 Order authorized post-
Merger financings for Dominion and CNG, and requires the filing by Dominion
of certain certificates of notification pursuant to Rule 24. This
certificate provides financial information for the first quarter of 2001
with respect to Dominion and its wholly-owned subsidiaries, including
Dominion Energy, Inc. ("DEI"), Dominion Capital, Inc. ("DCI"), and Virginia
Electric and Power Company ("Virginia Power"), and subsidiaries of DEI, DCI
and Virginia Power.
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Rule 52 transactions occurring during the quarter, if any, are reported
on Forms U-6B-2 filed as exhibits to this certificate.
I. 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 430,237 $27,127
Employee Savings Plan 242,802 15,075
2. Public Offerings
None.
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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, 2001 were as follows.
Maximum Principal Amount
Outstanding as of 3/31/01
(thousands) (thousands)
___________ ________________
Dominion $736,086 $582,067
Virginia Power 713,810 353,741
C. Long-Term Debt
1. Sale of 8.4% Capital Securities
On January 9, 2001, 250,000 8.4% Capital Securities
(Liquidation Amount $1,000 per Capital Security) (the "Capital
Securities") were sold by Dominion Resources Capital Trust III
("Trust III"). The Capital Securities represent undivided
preferred beneficial ownership interests in the assets of Trust
III. The sole assets of Trust III are Junior Subordinated
Debentures ("Debentures") issued by Dominion. Dominion
acquired all of the common securities of Trust III, which have
a liquidation amount equal to approximately 3% of the total capital
of Trust III.
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Dominion has guaranteed payments due on the Capital Securities
through a combination of (i) its obligations under the Debentures,
(ii) the rights of holders of Capital Securities to enforce those
obligations, (iii) its agreement to pay the expenses of Trust III,
and (iv) its guarantee of payments due on the Capital Securities to
the extent of Trust III's assets. Dominion's guarantee does not
cover payments on the Capital Securities when Trust III does not
have sufficient funds. The Debentures are subordinate and junior
in right of payment to all of Dominion's Senior Indebtedness.
Each Capital Security pays a semi-annual distribution at an
annual rate of 8.4% or $84 per Capital Security, if Dominion pays
interest on the Debentures. Dominion may defer interest payments
on the Debentures on one or more occasions for up to 10 consecutive
semi-annual periods. If Dominion does defer interest payments,
Trust III will also defer payment of distributions on the Capital
Securities. Deferred distributions will accumulate interest at an
annual rate of 8.4%, to the extent permitted by law.
If Dominion redeems the Debentures held by Trust III, Trust III
will redeem the Capital Securities. If Trust III redeems the
Capital Securities or is liquidated and Dominion does not redeem
the Debentures, holders of Capital Securities will receive $1,000
principal amount of Debentures for each Capital Security held.
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The sale of the Capital Securities occurred pursuant to
Dominion's shelf Registration Statement No. 333-93187. The
registration statement and the Rule 424(b) prospectus, filed with
the Commission on January 10, 2001, are hereby incorporated by
reference.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated; First Union Securities, Inc. and Lehman
Brothers Inc. purchased the Capital Securities for a price of
$988.87 per Capital Security. The proceeds to Dominion from the
sale of the Capital Securities was $247,217,500. Underwriters'
commissions of $2,500,000 were paid by Dominion.
The net proceeds from the sale of the Debentures were used for
general corporate purposes, including the repayment of short-term
debt and the financing of Dominion's $1.3 billion acquisition of
the approximately 2,000 megawatt Millstone nuclear facility, on
March 30, 2001. Pending the closing of the Millstone acquisition,
the proceeds were used to reduce Dominion's short-term debt,
including commercial paper, issued in connection with Dominion's
acquisition of CNG.
2. Sale of 8.4% Trust Preferred Securities
On January 10, 2001, 12,000,000 8.4% Trust Preferred Securities
(Liquidation Amount $25 per Trust Preferred Security) (the "Trust
Preferred Securities") were sold by Dominion Resources Capital
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Trust II ("Trust II"). The Trust Preferred Securities represent
undivided preferred beneficial ownership interests in the assets of
Trust II. The sole assets of Trust II are Junior Subordinated
Debentures ("Subordinated Debentures") issued by Dominion.
Dominion acquired all of the common securities of Trust II,
which have a liquidation amount equal to approximately 3% of
the total capital of the Trust.
Dominion has guaranteed payments due on the Trust Preferred
Securities through a combination of (i) its obligations under the
Subordinated Debentures, (ii) the rights of holders of Trust
Preferred Securities to enforce those obligations, (iii) its
agreement to pay the expenses of Trust II, and (iv) its guarantee
of payments due on the Trust Preferred Securities to the extent of
Trust II's assets. Dominion's guarantee does not cover payments on
the Trust Preferred Securities when Trust II does not have sufficient
funds. The Subordinated Debentures are subordinate and junior in
right of payment to all of Dominion's Senior Indebtedness.
Each Trust Preferred Security pays a quarterly distribution at
an annual rate of 8.4% or $2.10 per Trust Preferred Security, if
Dominion pays interest on the Subordinated Debentures. Dominion
may defer interest payments on the Subordinated Debentures on one
or more occasions for up to 20 consecutive quarters. If Dominion
does defer interest payments, Trust II will also defer payment of
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distributions on the Trust Preferred Securities. Deferred
distributions will accumulate interest at an annual rate of 8.4%,
to the extent permitted by law.
If Dominion redeems the Debentures held by Trust II, Trust II
will redeem the Trust Preferred Securities. If Trust II redeems
the Trust Preferred Securities or is liquidated and Dominion does
not redeem the Subordinated Debentures, holders of Trust Preferred
Securities will receive $25 principal amount of Subordinated
Debentures for each Trust Preferred Security held.
The sale of the Trust Preferred Securities occurred pursuant to
Dominion's shelf Registration Statement No. 333-93187. The
registration statement and the Rule 424(b) prospectus, filed with
the Commission on January 11, 2001, are hereby incorporated by
reference.
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. Incorporated acted as the representatives for the
consortium of 43 underwriters which purchased the Trust Preferred
Securities for a price of $25 per Trust Preferred Security. The
proceeds to Dominion from the sale of the Capital Securities were
$300,000,000. Underwriters' commissions of $9,450,000 were paid by
Dominion.
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The net proceeds from the sale of the Subordinated Debentures
were used for general corporate purposes, including the repayment
of short-term debt issued in connection with the acquisition of
CNG.
3. Sale of 2001 Series A 6% Senior Notes
On January 23, 2001, Dominion sold $1,000,000,000 principal
amount of 2001 Series A 6% Senior Notes Due 2003 ("Senior Notes")
through an underwritten public offering. The Senior Notes were
sold under the following terms and conditions.
Per Senior
Note Total Amount
______________ ______________
Price to the public 99.927% $999,270,000
Underwriting discount .250% 2,500,000
Proceeds to Dominion 99.677% 996,770,000
The underwriter was Lehman Brothers Inc. The sale occurred
pursuant to Dominion's shelf Registration Statement No. 333-93187.
The registration statement and the Rule 424(b) prospectus, filed
with the Commission on January 24, 2001, are hereby incorporated by
reference.
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The net proceeds from the sale of the Senior Notes were used
for general corporate purposes, including the repayment of debt.
The debt included a portion of short-term debt, including money
market notes issued in connection with Dominion's acquisition of
CNG.
4. Sale of Debt Securities to Dominion Fiber Ventures Trust
During the first quarter of 2001, Dominion contributed all of
the outstanding shares of Dominion Telecom, Inc. ("DTI"), an exempt
telecommunication company, to DT Services, Inc. ("DTSI") in
exchange for all the outstanding shares of DTSI. On the closing
date of the sale of Notes (as defined below), DTSI contributed the
outstanding shares of DTI to Dominion Fiber Ventures, LLC ("DFV")
in exchange for a Class B membership interest in DFV.
On March 16, 2001, DFV sold $665,000,000 of 7.05% Senior Secured
Notes due March 15, 2005 ("Notes") in a Rule 144A offering. DFV
was formed for the purpose of issuing the Notes and owning shares
of DTI. DFV is not a subsidiary company of Dominion within the
meaning of Section 2(a)(8) of the Public Utility Holding Company
Act of 1935. Dominion, however, indirectly owns the Class B
membership interest in DFV. The Class A membership interest in
DFV, which owns the equity voting interest in DFV, is held by an
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investor trust ("Investor Trust") owned by an unaffiliated
investor.
The proceeds from the sale of the Notes were used to make a
cash contribution to DTI and to make loans to Dominion to be repaid
when required to support interest payments on the Notes through the
scheduled maturity date. On March 16, 2001, DFV contributed
$193,915,355 to Monument Overfund Trust ("Overfund Trust") in which
it has 100% beneficial interest. On the same date, Dominion sold
$193,915,355 aggregate principal amount of 6% debt securities due
March 15, 2005 to the Overfund Trust.
In connection with the sale of the Notes, Dominion issued
shares of mandatorily convertible preferred stock ("Preferred
Stock"), having an initial aggregate liquidation preference of $665
million, to be held in the Delaware Piedmont Share Trust ("Share
Trust"). Dominion holds 100% of the beneficial ownership interest
in the Share Trust. Any voting rights Dominion may have with
respect to the Preferred Stock are restricted to effectively
neutralize any independent voting power Dominion might have
otherwise held by virtue of the existence of the Preferred Stock.
The Preferred Stock and other Dominion securities that may have
been issued to the Share Trust may be required to be sold by the
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Share Trust on demand by the Investor Trust under certain
circumstances in order to obtain funds to satisfy payments due on
the Notes.
II. 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
There were no equity investments by Dominion in DEI, DCI and/or
their subsidiaries during the period.
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 exposure on
these guaranties as of March 31, 2001 is approximately $2.6
billion, and the subsidiaries' debt subject to such guaranties
totaled $1.2 billion.
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III. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
1. Sale of Promissory Note to Industrial Development Authority
On February 28, 2001, the Industrial Development Authority of
The Town of Louisa, Virginia ("Authority") issued an aggregate
amount of $50,000,000 of Solid Waste and Sewage Disposal Revenue
Bonds due March 1, 2031 ("Bonds"). Virginia Power entered into
a loan agreement with the Authority which provided for the proceeds
from the sale of the Bonds to be loaned to Virginia Power in return
for a promissory note. The terms of the promissory note and the
agreement mirror the terms of the Bonds. The Bonds were originally
issued at an annual interest rate of 4.00% during the initial long
term period, which ends on February 28, 2002. Thereafter, the
Bonds can bear interest, as chosen by Virginia Power, at a long-
term rate for another long-term period, a short-term rate for a
short-term period (one day, one week, one month, 3 months, 6 months,
12 months) or at a commercial paper rate (one day to 270 days).
The $49,750,000 proceeds from the sale of the Bonds were used to
reimburse Virginia Power for qualifying expenditures made during
the construction of its North Anna Nuclear Power Plant. The issuance
of the promissory note was approved by the Virginia State Corporation
Commission on August 24, 2000 in proceedings at Case No. PUF000024.
A form U-6B-2 is filed with respect to the transaction.
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2. Sale of 2001 Series A 5.75% Senior Notes
On March 22, 2001, Virginia Power sold $600,000,000 principal
amount of 2001 Series A 5.75% Senior Notes Due 2006 ("Notes")
through an underwritten public offering. The Notes were sold under
the following terms and conditions.
Per Note Total Amount
______________ ______________
Price to the public 99.648% $597,888,000
Underwriting discount .600% 3,600,000
Proceeds to Dominion 99.048% 594,288,000
The underwriters were Lehman Brothers Inc., Banc One Capital
Markets, Inc. and First Union Securities, Inc. The sale occurred
pursuant to Virginia Power's shelf Registration Statement No. 333-
38510. The registration statement and the Rule 424(b) prospectus,
filed with the Commission on March 23, 2001, are hereby
incorporated by reference. The issuance of the Notes was approved
by the Virginia State Corporation Commission on May 26, 2000 in
proceedings at Case No. PUF000016.
The net proceeds from the sale of the Notes were used for
general corporate purposes, including the repayment of debt and the
acquisition for approximately $207 million of three 70-megawatt,
coal-fired cogeneration facilities in Virginia. The repayment of
debt included a portion of Virginia Power's commercial paper. A
Form U-6B-2 is filed with respect to the sale of the Notes.
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IV. EXHIBITS
A. Form U-6B-2 for Virginia Power sale of promissory note.
B. Form U-6B-2 for Virginia Power sale of 2001 Series A 5.75% Senior
Notes Due 2006.
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 N. F. Chandler
Its Attorney
Dated May 30, 2001
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