Form 11-K

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


FORM 11-K



(Mark One):
 
     
     X      
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the fiscal year ended June 30, 2005.
     
   
Or
     
                   
 
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
     

Commission File number 333-85094

A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
 
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
   
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
 
DOMINION RESOURCES, INC.
120 Tredegar Street
Richmond, VA 23219

 



THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
 
TABLE OF CONTENTS                                                                                            
 
 
 
Page
   
   
Report of Independent Registered Public Accounting Firm
1
   
Financial Statements:
 
   
Statements of Net Assets Available for Benefits as of June 30, 2005 and 2004
2
Statement of Changes in Net Assets Available for Benefits for the
Year Ended June 30, 2005
3
   
Notes to Financial Statements
4-11
   
Supplemental Schedules as of and for the Year Ended June 30, 2005
 
   
Form 5500, Schedule H, Line 4(i): Schedule of Assets (Held at End of Year)
12
Form 5500, Schedule H, Line 4(j): Schedule of Reportable Transactions
13
   

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee and Organization, Compensation, and Nominating Committee of the Board of
Directors of Dominion Resources, Inc. and the Trustee and Participants of the Thrift Plan of the Peoples
Natural Gas Company for Employees Represented by United Gas Workers Union, Local 69 - Division I,
SEIU, AFL-CIO
Richmond, Virginia

We have audited the accompanying Statement of Net Assets Available for Benefits of the Thrift Plan of the Peoples Natural Gas Company for Employees Represented by United Gas Workers Union, Local 69 - Division I, SEIU, AFL-CIO (the “Plan”) as of June 30, 2005 and 2004, and the related Statement of Changes in Net Assets Available for Benefits for the year ended June 30, 2005. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of June 30, 2005 and 2004, and the changes in net assets available for benefits for the year ended June 30, 2005, in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the financial statements, but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. Such supplemental schedules have been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.


/s/ Deloitte & Touche LLP


Richmond, Virginia
December 20, 2005 

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THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS                                                   
 

 
June 30,
 
2005
 
2004
Assets:
     
 
     
Participant-Directed Investments
$106,615,007
 
$101,893,836
Receivables
129,170
 
225,582
Cash
2,313
 
--
       
Total Assets
106,746,490
 
102,119,418
       
Liabilities:
     
Payments for Investments Purchased
      66,089
 
      210,374
 
     
Net Assets Available for Benefits
$106,680,401
 
$101,909,044

 

 

 

 

 

 

 
The accompanying notes are an integral part of these financial statements.
 

-2-



 
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
 
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS                                            
 
 
Year Ended
June 30, 2005
Additions:
 
Investment income:
 
Dividend
$    1,761,332
Interest
29,114
Net appreciation in fair value of investments
7,659,734
Master Trust investment income
     2,231,659
   
Total investment income
11,681,839 
   
Contributions:
 
Participant
2,060,841 
Employer
     1,178,793 
   
Total additions
    14,921,473 
   
Deductions:
 
Benefits paid to participants
10,044,578 
Administrative expenses
41,703 
   
Total deductions
   10,086,281 
   
Net increase in net assets before transfer
4,835,192 
   
Net transfer of participants’ assets from the plan to other plans
(63,835)
   
Net increase
4,771,357 
   
Net assets available for benefits:
 
Beginning of year
  101,909,044 
   
End of year
$106,680,401 

 

 
The accompanying notes are an integral part of these financial statements.
 

-3-


THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
 
NOTES TO FINANCIAL STATEMENTS                                                                                  
 
1. DESCRIPTION OF PLAN
 
The following description of the Thrift Plan of the Peoples Natural Gas Company for Employees Represented by the United Gas Workers Union, Local No. 69 - Division I, SEIU, AFL-CIO (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
 
 
a.
GENERAL - The Plan is a defined contribution plan covering union-eligible employees of Peoples Natural Gas Company (the Employer). The Employer is a wholly-owned subsidiary of Consolidated Natural Gas Company (the Company or CNG). CNG is a wholly-owned subsidiary of Dominion Resources, Inc. (Dominion). The Plan administrator is Dominion Resources Services, Inc. (a subsidiary of Dominion). Custody of Plan assets resides with Mellon Bank, N.A., who also serves as the Plan’s Trustee (Trustee). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
Employee and employer contributions are made pursuant to the terms of the Plan and are held in funds administered by the Trustee under two declarations of trust; i.e., the Long-Term Thrift Trust and the Short-Term Thrift Trust (the Trusts).
 
The Trusts are maintained in accordance with the Plan’s provision to provide for the custody and investment of employee and employer contributions.
 
 
b.
CONTRIBUTIONS - Under the Plan, participants may contribute not less than 2% and not more than 50% of their earnings each pay period, in increments of 1%. The contributions are subject to applicable Internal Revenue Code (IRC) limitations. The Employer’s matching contribution is based upon the participant’s contribution rate and length of service. The following table summarizes the ranges of Employer matching contribution rates based on years of service.
 
Years of Service
 
Ranges of
Company Match
     
Less than 20
 
0% to 5%
Between 20 to 30
 
0% to 7.5%
30 or more
 
0% to 10%
 
 
c.
PARTICIPANT ACCOUNTS - Each participant’s account includes the effect of the participant’s contributions and withdrawals, as applicable, and allocations of the Company’s contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.
 
Retiring participants may elect to receive an amount equal to their vested Long-Term Thrift Trust account balance either in a lump sum, annuity, or in installments. The lump sum or installment payment election is only available for those with account balances in excess of $5,000. For terminations other than retirements, participants can only receive their vested Long-Term Thrift
 
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Trust account balance as a lump sum distribution. Upon termination and retirement, participants can elect to receive their Short-Term Thrift Trust account balance as a lump sum distribution or as an annuity. The annuity election is only available to retiring participants with account balances in excess of $5,000.
 
 
d.
PARTICIPANTS - Each union employee is eligible to participate in the Plan on an entirely voluntary basis. Participation by an employee becomes effective immediately upon enrollment in the Plan.
 
 
e.
VESTING - Participants immediately vest in their contributions and earnings thereon. Participants vest in the Employer’s matching contribution and related earnings after five years of credited service. Forfeited balances of terminated participants’ non-vested accounts are used to reduce future employer contributions. There were no forfeited contributions during the plan year.
 
 
f.
INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may direct contributions in any option (except the loan fund) in 1% increments totaling to 100%. Investment options are valued daily. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds. The Plan provides for employee and employer contributions to be invested in the following based on information contained in the funds’ prospectus:
 
Short-Term Thrift Trust
 
(1) Interest in Master Trust:
 
Money Market Fund 
 
Long-Term Thrift Trust
 
(1) Common Stock:
 
Dominion Stock Fund
 
(2) Interest in Master Trusts: 
 
Certus Stable Value Fund (Certus Fund)
 
Diversified Equity Fund 
 
(3) Mutual Funds: 
 
Small Cap Value Fund
 
Euro Pacific Growth Fund
 
(4) Common/Collective Trusts: 
 
Capital Guardian Balanced - Aggressive Growth Fund
 
Capital Guardian Balanced - Conservative Fund
 
Capital Guardian Balanced - Moderate Fund
 
EB Mellon Total Return Fund
 
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Mellon S&P 500 Index Daily Fund
 
Company Contributions:
 
All contributions of the Employer on behalf of the participants are deposited in the Long-Term Thrift Trust based on participants’ election of investments.
 

 
g.
PARTICIPANT LOANS - Participants are eligible to secure loans against their plan account and repay the amount over a one to five-year period. The maximum loan amount is the least of:
 
· 3 months base pay,
· 50% of the vested account balance, or
· $50,000 (reduced by the maximum outstanding loan balance during the prior 12 months).

Loan transactions are treated as a transfer between the respective investment fund and the loan fund. The loans bear fixed interest at a rate commensurate with local prevailing rates at the time the loan is issued as determined by the Trustees.
 
Participants make repayments to the Plan on a monthly basis. Loan repayments, including interest, are deposited in the participant’s account and invested in accordance with the participant’s then current investment elections. Defaults result in a reclassification of the remaining loan balances as taxable distributions to the participants.
 
 
h.
PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on the valuation date when a participant’s valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either an amount equal to the value of the participant’s vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant reaches age 70 1/2.
 
 
i.
FLEXIBLE DIVIDEND OPTION - Participants are given the choice of (1) receiving cash dividend paid on vested shares held in their Dominion Stock Fund or (2) reinvesting the dividends in the fund.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 
a.
BASIS OF ACCOUNTING - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.
 
 
b.
VALUATION OF INVESTMENTS:
 
 
(1)
Dominion Stock Fund - Investments in Dominion Common Stock are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the plan year.
 
 
(2)
Investment in CNG Master Trust and Dominion Master Trust (Master Trusts) - The fair value of the Plan’s interest in the Master Trusts is based on the beginning of the month value of the Plan’s interest in the Master Trusts plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Quoted market prices are used to value investments in the Master Trusts, with the exception of guaranteed investment contracts held by the Certus Fund.
 
The Certus Fund invests primarily in guaranteed investment contracts, which are valued at contract value. Contract value represents contributions and income earned in the fund, less withdrawals and administrative expenses.
 
-6-


 
(3)
Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end.
 
 
(4)
Common/Collective Trusts - Investments in common/collective trust funds are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the bank (or trust company) sponsoring such funds by dividing the fund’s net assets by its units outstanding at the valuation dates.
 
 
(5)
Loans to Participants - Participant loans are valued at the outstanding loan balances.
 
 
c.
INVESTMENT INCOME - Purchases and sales of securities are recorded on a trade-date basis. Dividend income is recognized on the ex-dividend date. Dividends received on all shares of company stock are reinvested in additional shares of Dominion Common Stock. Interest income is recorded based on the accrual basis.
 
Diversified Equity Fund units of the Long-Term Thrift Trust are prorated to participants based on the unit value calculated at the end of each day.
 
Realized gains and losses on the sale of investments are determined using the average cost method.
 
Net appreciation in the fair value of investments from mutual fund and common/collective trust holdings includes dividend and interest income and realized and unrealized appreciation and depreciation.
 
 
d.
EXPENSES - The Plan’s expenses are accrued as incurred and paid by the Plan or the Company, as provided by the Plan document.
 
 
e.
USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments, including mutual funds and investment contracts. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
 
 
f.
CONCENTRATION OF INVESTMENTS - Included in the Plan’s net assets available for benefits at June 30, 2005 and 2004, are investments in Dominion Common Stock amounting to approximately $45 million and $42 million, respectively, whose value could be subject to change based upon market conditions.
 
 
g.
PAYMENT OF BENFITS - Distributions from the Plan are recorded on the valuation date when a participant’s valid withdrawal request is processed by the recordkeeper.
 
 
h.
TRANSFERS - Along with the plan, Dominion also sponsors several other savings plans for employees of its subsidiaries. If participants change employment to a different covered subsidiary during the year, their account balances are transferred into the corresponding plan. For the year ended June 30, 2005 net transfers to other savings plans were $63,835.
 

-7-


3. INVESTMENTS
 
The following presents investments that represent 5% or more of the Plan’s net assets available for benefits:
 
 
June 30,
 
2005
 
2004
       
Interest in Certus Fund
$43,404,892
 
$44,009,211
Dominion Stock Fund
45,121,367
 
42,471,344
 
From July 1, 2004 through June 30, 2005, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $7,659,734 as follows:

Investments at Fair Value:
 
   
Mutual Funds (Equity Securities)
$   306,309
Dominion Stock Fund
   6,707,860
 
Investments at Estimated Fair Value:
 
Common/Collective Trusts
645,565
   
Total
$7,659,734
 
 

4.
PLAN TERMINATION

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested.
 
5. PLAN INTEREST IN THE DOMINION AND CNG MASTER TRUSTS
 
CNG Master Trust - A portion of the Plan’s investments is in a Master Trust, which was established for the investment of assets of the Plan and the thrift plans of other subsidiaries of CNG. Currently, only the Thrift Plan of the Peoples Natural Gas participates in the CNG Master Trust. Thrift plans of other subsidiaries of CNG have previously ceased participation in the CNG Master Trust at various dates as they had new bargaining agreements and changed to new investment options. Mellon Bank, N.A., as Trustee of the funds, holds the assets of the CNG Master Trust. As of June 30, 2005 and 2004, the Plan’s interest in the net assets of the CNG Master Trust was 100%.
 
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The following table presents the value of the undivided investments in the CNG Master Trust:
 
 
June 30,
 
2005
 
2004
       
Diversified Equity Fund
$4,057,317
 
$3,980,191
Money Market Fund
158,123
 
152,082
       
Total
$4,215,440
 
$4,132,273
       

Investment income for the CNG Master Trust is as follows:
 
 
Year Ended
June 30, 2005
   
Corporate Stocks
 $304,970
   
Net investment appreciation
   304,970 
   
Interest
       13,974
Dividends
74,558
   
Total
$ 393,502 

 
Dominion Master Trust - The Plan’s investment in the Certus Fund is held in a Master Trust which was established for the investment of assets for the Plan and other employee benefit plans of Dominion and its subsidiaries. Mellon Bank, N.A., holds the assets of the Dominion Master Trust. The Certus Fund is the sole investment held by the Plan in the Dominion Master Trust. At both June 30, 2005 and June 30, 2004, the Plan’s interest in the net assets of the Certus Fund was approximately 7%. Investment income and administrative expenses relating to the Certus Fund are allocated to the individual plans based upon average monthly balances invested by each plan. The following table presents the value of the undivided investments in the Certus Fund:
 
   
June 30,
   
2005
 
2004
         
Guaranteed Investment Contracts (contract value)
 
$  593,732,255
 
$  565,421,997
Registered Investment Companies
 
11,192,981
 
10,714,250
Short-term Investment Fund (estimated fair value)
 
15,957,133
 
12,832,455
Interest Receivable
 
2,196,619
 
2,218,386
Payables
 
(159,075)
 
(151,097)
Total
 
$  622,919,913
 
$  591,035,991


-9-


Investment income for the Certus Fund is as follows:
 
Registered investment companies
 
$     500,513 
Net investment appreciation
 
500,513 
Interest
 
  27,168,806 
Less investment expenses
 
(1,388,256)
Total
 
$26,281,063 

The aggregate fair value of the investment contracts and short-term investments of the Certus Fund at June 30, 2005 and 2004 was $630,541,380 and $598,609,862. The average yield on assets at June 30, 2005 and 2004 was estimated at 4.64% and 4.78%, respectively. The average duration of investment contracts within the Certus Fund at June 30, 2005 and 2004 was 3.00 and 3.06 years, respectively. The crediting interest rates used to determine fair value for the contracts as of June 30, 2005 ranged from 2.74% to 6.23%. The crediting rates on certain of these contracts reset periodically, based upon individual contract terms, and have interest rates of not less than 0%. In the event of certain Plan-initiated events, such as premature termination of the contracts by the Plan, plant closings, layoffs, Plan termination, bankruptcy, mergers, and early retirement incentives, contracts will not be eligible for book value disbursements. Such events may cause liquidation of all or a portion of a contract at a market value adjustment.
 
6. FEDERAL INCOME TAX STATUS
 
The Plan is a qualified employees' profit sharing trust under Sections 401(a), 401(k) and 404(k) of the Internal Revenue Code and, as such, is exempt from Federal income taxes under Section 501(a). Pursuant to Section 402(a) of the Internal Revenue Code, a participant is not taxed on the income and pretax contributions allocated to the participant's account until such time as the participant or the participant's beneficiaries receive distributions from the Plan.
 
The Internal Revenue Service has determined and informed the Company by a letter dated August 12, 2003, that the Plan was designed in accordance with applicable Internal Revenue Code requirements. The Company and Plan administrator believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code.
 

7.  EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
Certain Plan investments are shares of Common / Collective Trusts and the Master Trusts managed by Mellon Bank. Mellon Bank is the trustee as defined by the Plan and, therefore, these transactions qualify as exempt party-in-interest transactions. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.
 
At June 30, 2005 and 2004, the Plan held 614,816 and 673,293 units, respectively, of common stock of Dominion, the sponsoring employer, with a cost basis of approximately $34 million at both years. During the year ended June 30, 2005, the Plan recorded dividend income of approximately $2 million.
 
 
8. PLAN AMENDMENT
 
A new collective bargaining agreement between the Company and the United Gas Workers Union Local 69 - Division I, UWUA, AFL-CIO was adopted June 10, 2004. A summary of the significant changes to
 

-10 -


the Plan resulting from the collective bargaining agreement is presented below. These changes will be reflected as a plan amendment effective January 1, 2006.
 
Plan Name Change
 
Dominion Peoples Gas Union Savings Plan
 
Allowable Employee Contributions
 
2% - 15% of compensation on a pre-tax basis
2% - 20% of compensation on an after-tax basis
2% - 20% of compensation on a combination of pre-tax or after-tax basis
 
Company Match
 
Less than 20 years of service-50% match (up to 3% of compensation)
20 or more years of service-66.7% match (up to 4% of compensation), company match is invested in the Dominion Stock Fund
 
Investment Options

There are 14 investment funds that offer a wide range of investment choices. Employees may allocate their assets among the following investment options:

Certus Stable Value Fund
Large Cap Value Fund
EB Mellon Total Return Fund
Dresdner Large Cap Growth Fund
Capital Guardian Balanced - Conservative
Small Cap Value Fund
Capital Guardian Balanced - Moderate
Small Cap Growth Fund
Capital Guardian Balanced - Aggressive Growth
Euro Pacific Growth Fund
Mellon S&P 500 Index Daily Fund
Real Estate Fund
Wilshire 4500 Index Fund
Dominion Stock Fund
 
 
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THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
 
SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2005
FORM 5500, SCHEDULE H, LINE 4(i): SCHEDULE OF ASSETS (HELD AT END OF YEAR)                                
 
Description
   
Value
       
       
Dominion Resources, Inc., Common Stock*
   
$ 45,121,367
       
Interest in Master Trusts
     
        Diversified Equity Fund
   
4,057,317
Money Market Fund*
   
158,123
Certus Stable Value Fund*
   
   43,404,892
     
   47,620,332
       
Common/Collective Trusts
     
EB Mellon Total Return Fund*
   
362,550
Mellon S&P 500 Index Daily Fund*
   
4,549,845
EB Temporary Investment Fund*
   
33,152
Capital Guardian Balanced - Conservative
   
204,012
Capital Guardian Balanced - Moderate
   
1,047,721
Capital Guardian Balanced - Aggressive Growth
   
      2,417,128
     
      8,614,408
       
Mutual Funds
     
Euro Pacific Growth Fund
   
1,903,664
Small Cap Value Fund
   
      2,863,388
     
      4,767,052
       
Loans to Participants (range of interest rates - 5.25%-7.00%)
   
         491,848
       
Total Assets Held for Investment
   
$106,615,007
 
 

* A party-in-interest as defined by ERISA

- 12-



THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
 
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2005
FORM 5500, SCHEDULE H, LINE 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS                                    
 
Single Transactions in Excess of Five Percent of Plan Assets
 
There are no reportable transactions
 
 
Series of Transactions in Excess of Five Percent of Plan Assets
 
 
Shares/
Par Value
 
Security
Description
 
Number of Transactions
 
Cost of
Purchases
 
Proceeds
From Sales
Costs of
Assets
Disposed
 
Gain/
(Loss)
181,985
Dominion Res. Inc.
Common Stock*
107
$ 12,652,610
$           -
$           -
$           -
239,990
Dominion Res. Inc.
Common Stock*
124
           -
16,673,465
12,420,771
4,252,694
9,665,738
EB Temporary Invt FD
147
9,655,738
           -
           -
           -
9,655,107
EB Temporary Invt FD
101
           -
  9,655,107
9,655,107
           -
581,546
Mellon S&P 500 Index
Daily Fund*
         47
5,206,068
           -
           -
           -
109,838
Mellon S&P 500 Index
Daily Fund*
39
           -
  1,042,944
  977,980
64,964
 
* A party-in-interest as defined by ERISA.


-13 -


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Dominion Resources, Inc. Administrative Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY
UNITED GAS WORKERS UNION,
          LOCAL 69 - DIVISION I, SEIU, AFL-CIO          
(name of plan)
 

 

Date: December 22, 2005
                   /s/ Anne M. Grier                       
 
Anne M Grier
Chair, Dominion Resources, Inc.
Administrative Benefits Committee