PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 22, 1995
Virginia Electric and Power Company
(Exact name of registrant as specified in its charter)
Virginia 1-2255 54-0418825
(State of other juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
One James River Plaza, Richmond, Virginia 23261-6666
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804)771-3000
(Former name or former address, if changed since last report.)
<PAGE>
<PAGE>
PAGE 2
ITEM 5. OTHER EVENTS
On March 22, 1995, Virginia Electric and Power Company
(the Company) received a termination notice from Salomon
Brothers Inc (the "Representative") as representative of the
Underwriters named in Schedule II of the Underwriting
Agreement dated March 22, 1995, a copy of which is included
in the Company's Current Report on Form 8-K filed March 22,
1995 (the "Underwriting Agreement"). Prior to receipt of such
notice, the Company had informed the Representative that a
downgrading in the rating accorded the Company's mortgage
bonds by Duff & Phelps had occurred. The notice was given
pursuant to paragraph 10(b) of the Underwriting Agreement.
Immediately following termination of the Underwriting
Agreement, the Company entered into an underwriting agreement
(the New Underwriting Agreement) with Salomon Brothers Inc as
representative of the Underwriters named in Schedule II of
said New Underwriting Agreement, for the sale in the aggregate
of $200 million principal amount of the Company's First and
Refunding Mortgage Bonds. Such bonds, which are designated
the First and Refunding Mortgage Bonds of 1995, Series A,
8 1/4%, due March 1, 2025 are a portion of the $760 million
principal amount of the First and Refunding Mortgage Bonds
that were registered by the Company pursuant to a registration
statement on Form S-3 under Rule 415 under the Securities Act
of 1933, which registration statement was declared effective
on October 6, 1993 (File No. 33-50423). A copy of the New
Underwriting Agreement including exhibits thereto, is filed as
Exhibit 1 to this Form 8-K.
The designation of, and the terms and conditions
applicable to, the First and Refunding Mortgage Bonds of 1995,
Series A, 8 1/4% due March 1, 2025 were established as set
forth in the Eighty-Fourth Supplemental Indenture to the
Company's Indenture of Mortgage, dated November 1, 1935, as
supplemented and modified, and have been approved by the
Board of Directors of the Company. A copy of said Supplemental
Indenture is filed as Exhibit 4(i) to this Form 8-K.
Exhibits:
1 New Underwriting Agreement, dated March 22, 1995,
between the Company and Salomon Brothers Inc, as
representative of the Underwriters named in Schedule
II of said New Underwriting Agreement (filed herewith).
4(i) Form of Eighty-Fourth Supplemental Indenture, dated
March 1, 1995, as approved by the Company's Board of
Directors, pursuant to which the First and Refunding
Mortgage Bonds of 1995, Series A, 8 1/4%, due March 1,
2025, will be issued (filed herewith).
4(ii) Form of First and Refunding Mortgage Bonds of 1995,
Series A, 8 1/4%, due March 1, 2025 (filed herewith).
12 Statement regarding computation of ratios (filed
herewith).
<PAGE>
<PAGE>
PAGE 3
SIGNATURES
Pursuant to the requirements 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.
VIRGINIA ELECTRIC AND POWER COMPANY
Registrant
J. Kennerly Davis, Jr.
J. Kennerly Davis, Jr.
Vice President, Treasurer and
Corporate Secretary
Date: March 23, 1995
<PAGE>
<PAGE>
Exhibit 1
VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds
UNDERWRITING AGREEMENT
March 22, 1995
Salomon Brothers Inc
as Representative for
the Several Underwriters
named in Schedule II hereto
Seven World Trade Center
New York, New York 10048
Dear Sirs:
The undersigned, Virginia Electric and Power Company
(the "Company"), hereby confirms its agreement with the several
Underwriters named in Schedule II hereto (the "Agreement") with
respect to the sale to the several Underwriters of certain of its
First and Refunding Mortgage Bonds (the "Mortgage Bonds")
specified in Schedule I hereto (the Mortgage Bonds so specified
being referred to herein as the "Bonds"), and the public offering
thereof by the several Underwriters, upon the terms specified in
Schedule I hereto.
1. Underwriters and Representative. The term "Underwriters"
-------------------------------
as used herein shall be deemed to mean the several persons, firms
or corporations (including the Representative hereinafter
mentioned) named in Schedule II hereto, and the term
"Representative" as used herein shall be deemed to mean the
representative to whom this Agreement is addressed, who by
signing this Agreement represents that it has been authorized by
the other Underwriters to execute this Agreement on their behalf
and to act for them in the manner herein provided. If there shall
be only one person, firm or corporation named in Schedule II
hereto, the term "Underwriters" and the term "Representative"
as used herein shall mean that person, firm or corporation. All
obligations of the Underwriters hereunder are several and not
joint. Any action under or in respect of this Agreement taken by
the Representative will be binding upon all the Underwriters.
2. Description of the Bonds. Schedule I specifies the
------------------------
aggregate principal amount of the Bonds, the initial public
offering price of the Bonds, the purchase price to be paid by the
Underwriters, and any concession from the initial public offering
price to be allowed to dealers or brokers, and sets forth the
date, time and manner of delivery of the Bonds and payment
therefor. Schedule I also specifies (to the extent not set forth
in the Registration Statement and Prospectus referred to below)
the terms and provisions of such Bonds. The Bonds will be issued
under the Company's Indenture of Mortgage dated November 1, 1935
between the Company and The Chase Manhattan Bank, N.A., as
Trustee (the "Trustee"), as supplemented and modified to the date
hereof and as to be supplemented by a Supplemental Indenture
substantially in the form contained as an exhibit to the
Registration Statement referred to below (the "Supplemental
Indenture").
3. Representations and Warranties of the Company. The
---------------------------------------------
Company represents and warrants to the Underwriters that:
(a) A registration statement, No. 33-50423, on Form S-3
for the registration of the Mortgage Bonds under the Securities
Act of 1933, as amended (the "Securities Act"), heretofore filed
with the Securities and Exchange Commission (the "Commission"),
a copy of which as so filed has been delivered to you, has been
declared effective (any preliminary prospectus included in such
registration statement being hereinafter called a "Preliminary
Prospectus"; the various parts of such registration statement,
including all exhibits thereto other than the Statement of
Eligibility on Form T-1 of the Trustee under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), each as
amended at the time such part became effective, being hereafter
collectively called the "Registration Statement"; the prospectus
relating to the Mortgage Bonds included in the Registration
Statement, which prospectus is now proposed to be supplemented by
a supplement relating to the Bonds to be filed with the
Commission pursuant to Rule 424(b) under the Securities Act in
the form in which it is first so filed, as so supplemented, and
as may be supplemented pursuant to the following sentence, being
hereinafter called the "Prospectus"). Whenever the term
"Registration Statement", "prospectus", "Preliminary Prospectus"
or "Prospectus" is used herein, it shall be deemed to include all
documents or portions thereof incorporated therein by reference
(the "Incorporated Documents") pursuant to the requirements of
Form S-3 under the Securities Act, and any reference to any
amendment or supplement to any prospectus, Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include any
documents filed after the date of such prospectus, Preliminary
Prospectus or Prospectus, as the case may be, under the
Securities Exchange Act of 1934, as amended (the "Securities
Exchange Act"), and incorporated therein by reference. So long as
the Underwriters are required pursuant to the Securities Act to
deliver a prospectus to purchasers of the Bonds, the Company will
not file any amendment or supplement to the Registration
Statement or the Prospectus unless the Representative shall have
been advised of the proposed amendment or supplement and the same
shall not have been disapproved as to substance by the
Representative or as to form by McGuire, Woods, Battle & Boothe,
L.L.P., who are acting as counsel for the Underwriters.
(b) No order suspending the effectiveness of the
Registration Statement or otherwise preventing or suspending the
use of the Prospectus has been issued by the Commission and is in
effect and no proceedings for that purpose are pending before or,
to the knowledge of the Company, threatened by the Commission.
The Registration Statement and the Prospectus comply in all
material respects with the provisions of the Securities Act, the
Securities Exchange Act and the Trust Indenture Act, and the
rules, regulations and releases of the Commission thereunder, and
neither the Registration Statement nor the Prospectus contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; provided, that the foregoing
representations and warranties in this subparagraph (b)shall not
apply to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon information
furnished herein or in writing to the Company by the Underwriters
or on the Underwriters' behalf for use in the Registration
Statement or Prospectus; and provided, further, that the
foregoing representations and warranties are given on the basis
that any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of the
Registration Statement or Prospectus to the extent that the
statement has been modified or superseded by any statement in a
subsequently filed Incorporated Document or in the Registration
Statement or Prospectus.
(c) Deloitte & Touche, LLP, who have examined certain of
the financial statements filed with the Commission and
incorporated by reference in the Registration Statement, are
independent public accountants as required by the Securities Act
and the rules and regulations of the Commission thereunder.
(d) Except as reflected in, or contemplated by, the
Registration Statement and the Prospectus as in existence on the
date hereof, since the respective most recent dates as of which
information is given in such Registration Statement and
Prospectus, there has not been any material adverse change in the
condition of the Company, financial or otherwise. The Company
has no material contingent financial obligation that is not
disclosed in such Registration Statement and Prospectus.
(e) The Company has taken all corporate action necessary
to be taken by it to authorize the execution by it of this
Agreement and the performance by it of all obligations on its
part to be performed hereunder; and the consummation of the
transactions herein contemplated and the fulfillment of the terms
hereof will not result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, or other agreement or instrument to
which the Company is now a party, or the charter of the Company,
as amended, or any order, rule or regulation applicable to the
Company of any federal or state regulatory board or body or
administrative agency having jurisdiction over the Company or
over its property.
(f) The Bonds, upon issuance thereof, will conform in all
respects to the terms of the relevant order or orders of the
State Corporation Commission of Virginia (the "Virginia
Commission") now or hereafter in effect with respect to the
Bonds.
(g) The Company has complied and will comply with all of
the provisions of Florida H.B. 1771, codified as Section 517.075
of the Florida statutes, and all regulations promulgated
thereunder related to issuers of securities doing business with
Cuba.
4. Public Offering. On the basis of the representations and
---------------
warranties herein contained, but subject to the terms and
conditions in this Agreement set forth, the Company agrees to
sell to each of the several Underwriters, and each Underwriter
agrees, severally and not jointly, to purchase from the Company,
at the price, place and time hereinafter specified, the principal
amount of the Bonds set forth opposite the name of such
Underwriter in Schedule II hereto. The several Underwriters agree
to make a public offering of their respective Bonds specified in
Schedule II hereto at the initial public offering price specified
in Schedule I hereto. It is understood that after such initial
offering the several Underwriters reserve the right to vary the
offering price and further reserve the right to withdraw, cancel
or modify such offering without notice.
5. Time and Place of Closing. Delivery of the Bonds to, and
-------------------------
payment therefor by, the Representative for the accounts of the
several Underwriters shall be made at the time, place and date
specified in Schedule I or such other time, place and date as the
Representative and the Company may agree upon in writing, and
subject to the provisions of paragraph 10 hereof. The hour and
date of such delivery and payment are herein called the "Closing
Date". Unless otherwise specified in Schedule I hereto, payment
for the Bonds shall be made to the Company or its order by check
or checks in New York Clearing House funds at the Closing Date.
The Bonds shall be in the form of definitive fully registered
Bonds without coupons in such authorized denominations and
registered in such names as the Representative shall specify in
writing not later than 12 Noon, New York time, on the third
business day prior to the Closing Date. For the purpose of
expediting the checking of such Bond certificates by the
Representative, the Company agrees to make the certificates
available to the Representative for such purpose not later than
12 Noon, New York time, on the last business day before the
Closing Date, at the place specified in Schedule I.
6. Covenants of the Company. The Company agrees that:
------------------------
(a) The Company, at or prior to the Closing Date, will
deliver to the Representative conformed copies of the
Registration Statement as originally filed and of all amendments
thereto, heretofore or hereafter made, including any
post-effective amendment (in each case including all exhibits
filed therewith, and including unsigned copies of each consent
and certificate included therein or filed as an exhibit thereto,
except exhibits incorporated by reference unless specifically
requested). As soon as the Company is advised thereof, it will
advise the Representative orally of the issuance of any stop
order under the Securities Act with respect to the Registration
Statement, or the institution of any proceedings therefor, of
which the Company shall have received notice, and will use its
best efforts to prevent the issuance of any such stop order and
to secure the prompt removal thereof, if issued. The Company
will deliver to the Representative sufficient conformed copies of
the Registration Statement and Prospectus and of all amendments
thereto (in each case without exhibits) for distribution of one
to each Underwriter and will deliver to the Underwriters, in
accordance with the Representative's instructions, from time to
time, as many copies of the Prospectus as the Representative may
reasonably request for the purposes contemplated by the
Securities Act or the Securities Exchange Act.
(b) The Company will pay all expenses in connection with
(i) the preparation and filing by it of the Registration
Statement and Prospectus and the printing of this Agreement and
the Supplemental Indenture, (ii) the preparation, issue and
delivery of certificates for the Bonds, (iii) any fees and
expenses of the Trustee and (iv) the printing and delivery to the
Underwriters in reasonable quantities of copies of the
Registration Statement and the Prospectus (each as originally
filed and as subsequently amended). The Company also will pay
all taxes, if any, except transfer taxes, on the issue of the
Bonds. In addition, the Company will pay the reasonable fees and
disbursements of Underwriters' counsel, McGuire, Woods, Battle &
Boothe, L.L.P., in connection with the qualification of the Bonds
under state securities or blue sky laws or investment laws (if
and to the extent such qualification is required by the
Underwriters or the Company).
(c) The Company will furnish the Representative with
copies of each further amendment and supplement to the Prospectus
relating to the offering of the Bonds in such quantities as the
Representative may from time to time reasonably request. If
during the period when the delivery of a prospectus shall be
required by law in connection with the sale of any Bonds by an
Underwriter or dealer, any event relating to or affecting the
Company, or of which the Company shall be advised in writing by
the Representative, shall occur, which in the opinion of the
Company or of Underwriters' counsel should be set forth in a
supplement to or an amendment of the Prospectus in order to make
the Prospectus not misleading in the light of the circumstances
when it is delivered, or if for any other reason it shall be
necessary during such period to amend or supplement the
Prospectus or to file under the Securities Exchange Act any
document incorporated by reference in the Prospectus in order to
comply with the Securities Act, the Securities Exchange Act or
the Trust Indenture Act, the Company forthwith will (i) notify
the Representative to suspend solicitation of purchases of the
Bonds and (ii) at its expense, make any such filing or prepare
and furnish to the Representative a reasonable number of copies
of a supplement or supplements or an amendment or amendments to
the Prospectus which will supplement or amend the Prospectus so
that, as supplemented or amended, it will not contain any untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light
of the circumstances when the Prospectus is delivered, not
misleading or which will effect any other necessary compliance.
In case any Underwriter is required to deliver a prospectus in
connection with the sale of any Bonds after the expiration of the
period specified in the preceding sentence, the Company, upon the
request of the Representative, will furnish to the
Representative, at the expense of such Underwriter, a reasonable
quantity of a supplemented or amended prospectus, or supplements
or amendments to the Prospectus, complying with Section 10(a) of
the Securities Act. During the period specified in the second
sentence of this subparagraph, the Company will continue to
prepare and file with the Commission on a timely basis all
documents or amendments required under the Securities Exchange
Act and the applicable rules and regulations of the Commission
thereunder; provided, that the Company shall not file such
documents or amendments without also furnishing copies thereof to
the Representative and McGuire, Woods, Battle & Boothe, L.L.P.
(d) The Company will make generally available to its security
holders, as soon as it is practicable to do so, an earnings
statement of the Company (which need not be audited) in
reasonable detail, covering a period of at least 12 months
beginning within three months after the effective date of the
Registration Statement, which earnings statement shall satisfy
the requirements of Section 11(a) of the Securities Act.
(e) For a period of five years following the Closing
Date, the Company will deliver to the Representative, as soon as
practicable after the end of each fiscal year, a balance sheet of
the Company as of the end of such year and statements of income
and earnings reinvested in business for such year, all as
certified by independent public or certified public accountants,
and will deliver to the Representative upon request, as soon as
practicable after the end of each quarterly period, statements of
income and earnings reinvested in business for the 12 month
period ending with the end of such quarterly period.
(f) The Company will use its best efforts promptly to do
and perform all things to be done and performed by it hereunder
prior to the Closing Date and to satisfy all conditions precedent
to the delivery by it of the Bonds.
(g) The Company will furnish such proper information as
may be lawfully required and otherwise cooperate in qualifying
the Bonds for offer and sale under the securities or blue sky
laws of such states as the Representative may designate;
provided, however, that the Company shall not be required in any
state to qualify as a foreign corporation, or to file a general
consent to service of process, or to submit to any requirements
which it deems unduly burdensome.
(h) Fees and disbursements of McGuire, Woods, Battle &
Boothe, L.L.P., who are acting as counsel for the Underwriters
(exclusive of fees and disbursements of such counsel which are to
be paid as set forth in subparagraph (b) of this paragraph 6),
shall be paid by the Underwriters; provided, however, that if
this Agreement is terminated in accordance with the provisions of
paragraphs 7, 8, 10(b) or 10(c) hereof, the Company shall
reimburse the Representative for the account of the Underwriters
for the amount of such fees and disbursements.
7. Conditions of Underwriters' Obligations. The
---------------------------------------
obligations of the Underwriters to purchase and pay for the Bonds
shall be subject to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect on the Closing Date and
no proceedings for that purpose shall be pending before, or to
the knowledge of the Company threatened by, the Commission on
such date. If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus, and
any such supplement, shall have been filed in the manner and
within the time period required by Rule 424(b). The
Representative shall have received, prior to payment for the
Bonds, a certificate dated the Closing Date and signed by the
Chairman of the Board, the President or any Vice President of the
Company to the effect that no such stop order is in effect and
that no proceedings for such purpose are pending before, or to
the knowledge of the Company threatened by, the Commission.
(b) At the Closing Date an order or orders of the
Virginia Commission permitting the issuance and sale of the Bonds
substantially in accordance with the terms and conditions hereof
shall be in full force and effect and shall contain no provision
unacceptable to the Representative or the Company (but all
provisions of such order or orders heretofore entered are deemed
acceptable to the Representative and the Company, and all
provisions of such order or orders hereafter entered shall be
deemed acceptable to the Representative and the Company unless
within 24 hours after receiving a copy of any such order either
shall give notice to the other to the effect that such order
contains an unacceptable provision).
(c) At the Closing Date the Representative shall
receive, on behalf of the several Underwriters, the opinions of
McGuire, Woods, Battle & Boothe, L.L.P. , Hunton & Williams and
Jackson & Kelly, substantially in the forms attached hereto as
Schedules III through V.
(d) On the date of this Agreement and on the Closing
Date, the Representative shall have received from Deloitte &
Touche, LLP, a letter addressed to the Representative, dated the
date of this Agreement and the Closing Date, respectively, (i)
confirming that they are independent public accountants as
required by the Securities Act; (ii) stating in effect that, in
their opinion, the audited financial statements included in or
incorporated by reference in the Registration Statement and the
Prospectus and audited by them as stated in their report
incorporated by reference in the Registration Statement (the
"Audited Financial Statements"), comply as to form in all
material respects with the applicable accounting requirements
adopted pursuant to the Securities Exchange Act; (iii) stating,
in effect, that on the basis of a reading of the minutes of the
meetings of the Board of Directors of the Company and of
committees of the Board since the end of the period covered by
the Audited Financial Statements, a reading of the unaudited
financial statements incorporated by reference in the Prospectus
(if any), of the unaudited statement of income for any interim
period for which information is included in the Prospectus under
the caption "Selected Financial Information" or any section
updating such information, and of the latest available unaudited
financial statements of the Company covering a period of twelve
months ending after the end of the period covered by the Audited
Financial Statements (if any), and inquiries of officials of the
Company responsible for financial and accounting matters (which
procedures did not constitute an audit made in accordance with
generally accepted auditing standards), nothing came to their
attention that caused them to believe that such unaudited
financial statements incorporated by reference in the Prospectus
are not in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that
of the Audited Financial Statements; and (iv) stating, in effect,
that on the basis of more limited procedures than those set forth
in the foregoing clause (iii), consisting merely of the reading
of the minutes referred to in said clause and inquiries of
officials of the Company responsible for financial and accounting
matters, nothing came to their attention at a date not more than
five business days prior to the date of such letter that caused
them to believe that (1) at such date there was any decrease in
common stockholder's equity or any increase in funded debt of the
Company or any decrease in net assets as compared with the
amounts shown in the balance sheet included in the most recent
financial statements incorporated by reference, or (2) for the
period from the date of the most recent unaudited financial
statements included or incorporated by reference in the
Registration Statement and the Prospectus to a date not more than
five business days prior to the date of such letter there were
any decreases, as compared with the corresponding period in the
preceding year, in the operating revenues, operating income or
net income, except (with respect to (1) or (2)) in all instances
for changes or decreases that the Registration Statement
discloses have occurred or may occur; provided, however, that
said letters may vary from the requirements specified in clause
(iv) hereof in such manner as the Representative in its sole
discretion may deem to be acceptable. Said letters shall also
state that the dollar amounts, percentages and other financial
information (in each case to the extent that such dollar amounts,
percentages and other financial information, either directly or
by analysis or computation, are derived from the general
accounting records of the Company) that appear (1) in the
Prospectus under the captions "Selected Financial Information"
and "Other Selected Data" and under any caption contained in a
supplement to the Prospectus updating such dollar amounts,
percentages and other financial information (limited to total
assets and utility plant expenditures), (2) in the Company's most
recent Annual Report on Form 10-K under the caption "Selected
Financial Data" or (3) in the Registration Statement under the
caption "Ratio of Earnings to Fixed Charges" have been compared
with the general accounting records of the Company and such
dollar amounts, percentages and financial information have been
found to be in agreement with the accounting records of the
Company and the computations have been found to be arithmetically
correct. Each such letter shall relate to the Registration
Statement and Prospectus as amended or supplemented to the date
of each such letter.
(e) Since the respective most recent dates as of which
information is given in the Registration Statement and Prospectus
as in existence on the date hereof and up to the Closing Date,
there shall not have been any material adverse change in the
condition of the Company, financial or otherwise; since such
dates and up to the Closing Date, the Company shall not have any
material contingent liability, except as reflected in or
contemplated by such Registration Statement and Prospectus, and
there shall not have been any material transaction entered into
by the Company other than transactions contemplated by such
Registration Statement or Prospectus and transactions in the
ordinary course of business; on the Closing Date, the
representations and warranties of the Company in this Agreement
shall be true and correct as if made on and as of such date, and
the Company shall have performed all obligations and satisfied
all conditions required of it under this Agreement; and, at the
Closing Date, the Representative shall have received a
certificate to such effect signed by the Chairman of the Board,
the President or any Vice President of the Company.
(f) All legal proceedings to be taken in connection with
the issuance and sale of the Bonds shall have been satisfactory
in form and substance to McGuire, Woods, Battle & Boothe, L.L.P.
In case any of the conditions specified above in this
paragraph 7 shall not have been fulfilled, this Agreement may be
terminated by the Representative upon mailing or delivering
written notice thereof to the Company; provided, however, that in
case the conditions specified in subparagraph 7(e) shall not have
been fulfilled, this Agreement may not be so terminated by the
Representative unless Underwriters who have agreed to purchase in
the aggregate 50% or more of the aggregate principal amount of
the Bonds shall have consented to such termination and the
aforesaid notice shall so state. Any such termination shall be
without liability of any party to any other party except as
otherwise provided in paragraphs 6(b), 6(h), 9 and 10(c) hereof.
8. Conditions of the Obligation of the Company. The
-------------------------------------------
obligation of the Company to deliver the Bonds shall be subject
to the conditions set forth in the first sentence of paragraph
7(a) and in paragraph 7(b). In case said conditions shall not
have been fulfilled, this Agreement may be terminated by the
Company by mailing or delivering written notice thereof to the
Representative. Any such termination shall be without liability
of any party to any other party except as otherwise provided in
paragraphs 6(b), 6(h), 9 and 10(c) hereof.
9. Indemnification. (a) The Company agrees to indemnify and
---------------
hold harmless each Underwriter and each person who controls any
Underwriter within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Securities Exchange Act, against any
and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject under the
Securities Act, the Securities Exchange Act, or any other statute
or common law and to reimburse each such Underwriter and
controlling person for any legal or other expenses (including, to
the extent hereinafter provided, reasonable counsel fees)
incurred by them in connection with investigating any such
losses, claims, damages, or liabilities, or in connection with
defending any actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus,
or in either such document as amended or supplemented (if any
amendments or supplements thereto shall have been furnished), or
any Preliminary Prospectus (if and when used prior to the
effective date of the Registration Statement), or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided that the foregoing agreement, insofar as it
relates to any Preliminary Prospectus, shall not inure to the
benefit of any Underwriter (or to the benefit of any person who
controls such Underwriter) on account of any losses, claims,
damages or liabilities arising out of the sale of any of the
Bonds by such Underwriter to any person if a copy of the
Prospectus (as supplemented or amended, if the Company shall have
made any supplements or amendments which have been furnished to
the Representative) shall not have been sent or given by or on
behalf of such Underwriter to such person at or prior to the
written confirmation of the sale to such person; and provided
further, however, that the indemnity agreement contained in this
paragraph shall not apply to any such losses, claims, damages,
liabilities, expenses or actions arising out of or based upon any
such untrue statement or alleged untrue statement, or any such
omission or alleged omission, if such statement or omission was
made in reliance upon information furnished herein or otherwise
in writing to the Company by or on behalf of any Underwriter for
use in the Registration Statement or any amendment thereto, in
the Prospectus or any supplement thereto, or in any Preliminary
Prospectus. The indemnity agreement of the Company contained in
this paragraph and the representations and warranties of the
Company contained in paragraph 3 hereof shall remain operative
and in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or any such controlling
person, and shall survive the delivery of theBonds.
(b) Each Underwriter agrees, severally and not jointly,
to indemnify and hold harmless the Company, its officers and
directors, each other Underwriter, and each person who controls
any thereof within the meaning of Section 15 of the Securities
Act or Section 20(a) of the Securities Exchange Act, against any
and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject under the
Securities Act, the Securities Exchange Act, or any other statute
or common law and to reimburse each of them for any legal or
other expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or liabilities or
in connection with defending any actions, insofar as such losses,
claims, damages, liabilities, expenses or actions arise out of or
are based upon any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement or the
Prospectus, or in either such document as amended or supplemented
(if any amendments or supplements thereto shall have been
furnished), or any Preliminary Prospectus (if and when used prior
to the effective date of the Registration Statement), or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, if such statement or omission was made in
reliance upon information furnished herein or in writing to the
Company by or on behalf of such Underwriter for use in the
Registration Statement or the Prospectus or any amendment or
supplement to either thereof, or any Preliminary Prospectus. The
indemnity agreement of the respective Underwriters contained in
this paragraph shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of
the Company, or any such other Underwriter or any such
controlling person, and shall survive the delivery of the Bonds.
Each Underwriter represents and warrants that its
commitment to buy the Bonds will not result in a violation of the
financial responsibility requirements of Rule 15c3-1 under the
Securities Exchange Act.
(c) The Company and each of the Underwriters agrees
that, upon the receipt of notice of the commencement of any
action against the Company or any of its officers or directors,
or any person controlling the Company, or against such
Underwriter or controlling person as aforesaid, in respect of
which indemnity may be sought on account of any indemnity
agreement contained herein, it will promptly give written notice
of the commencement thereof to the party or parties against whom
indemnity shall be sought hereunder, but the omission so to
notify such indemnifying party or parties of any such action
shall not relieve such indemnifying party or parties from any
liability which it or they may have to the indemnified party
otherwise than on account of such indemnity agreement. In case
such notice of any such action shall be so given, such
indemnifying party shall be entitled to participate at its own
expense in the defense or, if it so elects, to assume (in
conjunction with any other indemnifying parties) the defense of
such action, in which event such defense shall be conducted by
counsel chosen by such indemnifying party (or parties) and
satisfactory to the indemnified party or parties who shall be
defendant or defendants in such action, and such defendant or
defendants shall bear the fees and expenses of any additional
counsel retained by them; provided that, if the defendants in any
such action include both the indemnified party and the
indemnifying party (or parties) and the indemnified party shall
have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are
different from or additional to those available to the
indemnifying party (or parties), the indemnified party shall have
the right to select separate counsel to assert such legal
defenses and to participate otherwise in the defense of such
action on behalf of such indemnified party. The indemnifying
party shall bear the reasonable fees and expenses of counsel
retained by the indemnified party if (i) the indemnified party
shall have retained such counsel in connection with the assertion
of legal defenses in accordance with the proviso to the preceding
sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one
separate counsel, representing the indemnified parties under (a)
or (b), as the case may be, of this paragraph 9 who are parties
to such action), (ii) the indemnifying party shall have elected
not to assume the defense of such action, (iii) the indemnifying
party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a
reasonable time after notice of the commencement of the action,
or (iv) the indemnifying party has authorized the employment of
counsel for the indemnified party at the expense of the
indemnifying party.
(d) If the indemnification provided for in this
paragraph 9 is unavailable to or insufficient to hold harmless an
indemnified party under subparagraph (a) or (b) above in respect
of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as
is appropriate to reflect the relative fault of the Company, on
the one hand, and of you, on the other, in connection with the
statements or omissions that resulted in such losses, claims,
damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations, including
relative benefit. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged
omission to state a material fact required to be stated therein
or necessary in order to make the statements therein not
misleading relates to information supplied by the Company on the
one hand or by you on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and you agree
that it would not be just and equitable if contribution pursuant
to this subparagraph (d) were determined by pro rata allocation
or by any other method of allocation which does not take account
of the equitable considerations referred to above in this
subparagraph (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above in this
subparagraph (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.
10. Termination of Agreement. (a) If any one or more of the
------------------------
Underwriters shall fail or refuse to purchase the Bonds which it
or they have agreed to purchase hereunder, and the aggregate
principal amount of the Bonds which such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase is not
more than one-tenth of the aggregate principal amount of the
Bonds, the other Underwriters shall be obligated severally in the
proportions which the principal amount of the Bonds set forth
opposite their respective names in Schedule II bears to the
aggregate principal amount of the Bonds, or in such other
proportions as the Underwriters may specify, to purchase the
Bonds which such defaulting Underwriter or Underwriters agreed
but failed or refused to purchase. If any Underwriter or
Underwriters shall so fail or refuse to purchase Bonds and the
aggregate principal amount of the Bonds with respect to which
such default occurs is more than one-tenth of the aggregate
principal amount of the Bonds and arrangements satisfactory to
the Underwriters and the Company for the purchase of such Bonds
are not made within 36 hours after such default, this Agreement
will terminate without liability on the part of any
non-defaulting Underwriter (except as provided in paragraphs 6(h)
and 9) or of the Company (except as provided in paragraphs 6(b)
and 9). In any such case not involving a termination, either the
Representative or the Company shall have the right to postpone
the Closing Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration
Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under
this Agreement.
(b) This Agreement may be terminated at any time prior
to the Closing Date by the Representative upon notice thereof to
the Company, if prior to such time (i) there shall have occurred
a downgrading in the rating accorded the Company's mortgage bonds
by any "nationally recognized statistical rating organization",
as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Securities Act, (ii) there shall have
occurred any general suspension of trading in securities on the
New York Stock Exchange or there shall have been established by
the New York Stock Exchange or by the Commission or by any
federal or state agency or by the decision of any court, any
limitation on prices for such trading or any restrictions on the
distribution of securities, (iii) a banking moratorium shall have
been declared either by federal or New York State authorities or
(iv) the United States shall have become engaged in any outbreak
(or escalation) of hostilities or other national or international
calamity or crisis resulting in the declaration of a national
emergency, the effect of which, in the case of this clause (iv),
in your judgment makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Bonds on the
terms and in the manner contemplated in the Prospectus.
(c) If this Agreement shall be terminated by the
Representative pursuant to subparagraph (b) above or because of
any failure or refusal on the part of the Company to comply with
the terms or to fulfill any of the conditions of this Agreement,
or if for any reason the Company shall be unable to perform its
obligations under this Agreement, then in any such case, the
Company will reimburse the Underwriters, severally, for all
out-of-pocket expenses (in addition to the fees and disbursements
of their counsel as provided in paragraph 6(h)) reasonably
incurred by such Underwriters in connection with this Agreement
or the offering contemplated hereunder and, upon such
reimbursement, the Company shall be absolved from any further
liability hereunder, except as provided in paragraphs 6(b) and 9.
11. Representations, Warranties and Agreements to Survive
-----------------------------------------------------
Delivery. All representations, warranties and agreements
- --------
contained in this Agreement or contained in certificates of
officers of the Company submitted pursuant hereto shall remain
operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any
controlling person of any Underwriter, or by or on behalf of the
Company, and shall survive delivery of the Bonds.
12. Miscellaneous. The validity and interpretation of this
-------------
Agreement shall be governed by the laws of the State of New York.
This Agreement shall inure to the benefit of the Company, the
Underwriters and, with respect to the provisions of paragraph 9
hereof, each controlling person and each officer and director of
the Company referred to in said paragraph 9, and their respective
successors, assigns, executors and administrators. Nothing in
this Agreement is intended or shall be construed to give to any
other person, firm or corporation any legal or equitable right,
remedy or claim under or in respect of this Agreement or any
provision herein contained. The term "successors" as used in this
Agreement shall not include any purchaser, as such, of any of the
Bonds from any of the several Underwriters.
13. Notices. All communications hereunder shall be in writing
-------
and if to the Underwriters shall be mailed, telexed, telecopied
or delivered to the Representative at the address set forth on
Schedule I hereto, or if to the Company shall be mailed,
telecopied or delivered to it, attention Treasurer, Virginia
Electric and Power Company, One James River Plaza, Richmond,
Virginia 23219.
Please sign and return to us a counterpart of this
letter, whereupon this letter will become a binding agreement
between the Company and the several Underwriters in accordance
with its terms.
VIRGINIA ELECTRIC AND POWER COMPANY
By: J. KENNERLY DAVIS, JR.
J. Kennerly Davis, Jr.
Vice President, Treasurer and
Corporate Secretary
The foregoing agreement is
hereby confirmed and accepted,
as of the date first above
written.
Salomon Brothers Inc
By: Dominic J. Lepore
Vice President
Acting individually and on
behalf of the other several
Underwriters named in
Schedule II hereto.
<PAGE>
<PAGE>
SCHEDULE I
Title of Bonds: First and Refunding Mortgage Bonds of 1995,
Series A, 8 1/4%, due March 1, 2025
Aggregate Principal Amount: $200,000,000
Initial Price to Public:
98.705% of the principal amount of the Bonds plus
accrued interest, if any, from the date of issuance
Initial Purchase Price to be paid by Underwriters:
98.249% of the principal amount of the Bonds
Specified funds for payment of purchase price - Check payable in
New York Clearing
House funds.
Time of Delivery: March 29, 1995, 10:00 a.m.
Closing Location: Hunton & Williams
200 Park Avenue, 43rd Floor
New York, New York
The Bonds will be available for inspection by the
Representative at: The Chase Manhattan Bank, N.A.
4 Chase Metrotech Center
Brooklyn, New York 11245
Address for Notices to the Underwriters:
Salomon Brothers, Inc.
Seven World Trade Center
New York, New York 10048
<PAGE>
<PAGE>
SCHEDULE II
Principal Amount
of Bonds to
Underwriter be Purchased
----------- ----------------
Salomon Brothers Inc $ 60,000,000
CS First Boston Corporation 25,000,000
Donaldson, Lufkin & Jenrette
Securities Corporation 25,000,000
PaineWebber Incorporated 25,000,000
Prudential Securities Incorporated 25,000,000
UBS Securities, Inc. 25,000,000
Tucker Anthony Incorporated 5,000,000
Yamaichi International (America), Inc. 5,000,000
Trilon Securities International 5,000,000
-------------
Total $ 200,000,000
=============
<PAGE>
<PAGE>
SCHEDULE III
PROPOSED FORM OF OPINION
OF
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
One James Center
Richmond, VA 23219
Re: VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds of 1995
Series A, 8 1/4%, due March 1, 2025
March 29, 1995
[Name and address of Representative]
Dear Sirs:
We have acted as counsel for the several Underwriters
described below in connection with arrangements for the issuance
by Virginia Electric and Power Company (the "Company") of
$200,000,000 aggregate principal amount of its First and
Refunding Mortgage Bonds of 1995, Series A, 8 1/4% due March 1,
2025 (the "Bonds"), the terms of which are specified in Schedule
I of the Underwriting Agreement referred to below and in the
Prospectus referred to therein, under and pursuant to an
Indenture of Mortgage of the Company, dated November 1, 1935, as
supplemented and modified by eighty-four supplemental indentures
(said Indenture of Mortgage as so supplemented and modified being
hereinafter called the "Mortgage"), under which The Chase
Manhattan Bank, N.A. is now Trustee, and the purchase of the
Bonds by the several Underwriters pursuant to the Underwriting
Agreement dated March 22, 1995 between you, acting individually
and as Representative of the several Underwriters named in
Schedule II thereto, and the Company (the "Underwriting
Agreement"). All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Underwriting Agreement.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company,
indentures, agreements and other instruments, certificates of
public officials, certificates of officers and representatives of
the Company and of the Trustee, and other documents, as we have
deemed it necessary to require as a basis for the opinions
hereinafter expressed. As to various questions of fact material
to such opinions, we have, when relevant facts were not
independently established, relied upon certifications by officers
of the Company, the Trustee and other appropriate persons and
statements contained in the Registration Statement hereinafter
mentioned. All legal proceedings taken as of the date hereof in
connection with the issuance and sale of the Bonds have been
satisfactory in form and substance to us.
In addition, we attended the Closing held today at the
office of Hunton & Williams, 200 Park Avenue, New York, New York,
at which the Company delivered to the Representative, for the
accounts of the several Underwriters, certificates for the Bonds,
in accordance with the Underwriting Agreement, against payment
therefor.
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion
that:
A. The Company is a corporation duly incorporated and
existing under the laws of Virginia and is duly qualified as a
foreign corporation in West Virginia and North Carolina, and has
corporate power to transact its business as described in the
Prospectus.
B. The Underwriting Agreement has been duly authorized
by all necessary corporate action and has been duly executed and
delivered by the Company, and constitutes a valid obligation of
the Company.
C. The Registration Statement has become effective and
remains in effect at this date, and the Prospectus may lawfully
be used for the purposes specified in the Securities Act in
connection with the offer for sale and the sale of the Bonds in
the manner therein specified.
The Registration Statement and the Prospectus
(except the financial statements and other financial or
statistical information included or incorporated by reference
therein, as to which we express no opinion) appear on their face
to be appropriately responsive in all material respects to the
requirements of the Securities Act and the Trust Indenture Act,
and to the applicable rules and regulations of the Commission
thereunder.
We express no opinion with reference to the
statements under "Security and Priority" under the caption
DESCRIPTION OF THE BONDS in the Prospectus for the reasons
indicated in the concluding paragraph of this opinion; but except
as aforesaid, and subject to the concluding paragraph of this
opinion, we are of the opinion that the statements under
DESCRIPTION OF THE BONDS are accurate and do not omit any
material fact required to be stated therein or necessary to make
such statements not misleading. As to other matters, we have not
undertaken to determine independently the accuracy or
completeness of the statements contained or incorporated by
reference in the Registration Statement or in the Prospectus. We
have, however, participated in conferences with counsel for and
representatives of the Company in connection with the preparation
of the Registration Statement and the Prospectus, and we have
reviewed all Incorporated Documents and such of the corporate
records of the Company as we deemed advisable. None of the
foregoing disclosed to us any information which gives us reason
to believe that the Registration Statement or the Prospectus
(except the financial statements and other financial or
statistical information included or incorporated by reference
therein, as to which we express no opinion) contained on the date
the Registration Statement became effective, or now contains, any
untrue statement of a material fact or omitted on said date or
now omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. The
foregoing is made on the basis that any statement contained in an
Incorporated Document shall be deemed to be modified or
superseded for purposes of the Registration Statement or
Prospectus to the extent that the statement has been modified or
superseded by any statement in a subsequently filed Incorporated
Document or in the Registration Statement or Prospectus.
D. An appropriate order of the Virginia Commission
with respect to the issue and sale of the Bonds on the terms and
conditions set forth in the Underwriting Agreement has been
issued, and said order remains in effect at this date and
constitutes valid and sufficient authorization for the sale of
the Bonds as contemplated by the Underwriting Agreement. We
understand said order does not contain any provision unacceptable
to you under the Underwriting Agreement. No approval or consent
by any public regulatory body, other than such order and
notification of effectiveness by the Commission, is legally
required in connection with the issue and sale of the Bonds as
contemplated by the Underwriting Agreement (except compliance
with the provisions of securities or blue sky laws of certain
states in connection with the sale of the Bonds in such states)
and the carrying out of the provisions of the Underwriting
Agreement.
E. The Mortgage has been duly authorized by all
necessary corporate action and has been duly executed and
delivered, and conforms to the statements with respect thereto
contained in the Registration Statement and the Prospectus; the
Mortgage, so far as it relates to properties in Virginia, North
Carolina and West Virginia, subject, as to real properties
acquired after the admission of the Eighty-Third Supplemental
Indenture to recordation, to due and prompt recordation of the
Eighty-Fourth Supplemental Indenture in all the recording offices
within the jurisdiction of which such properties are located
before any sale of any such properties, and subject, as to the
mortgaged personal properties in West Virginia, to due and prompt
filing of the Eighty-Fourth Supplemental Indenture in the office
of the Secretary of State of West Virginia, constitutes a valid
mortgage legally effective to create a lien (as to the ranking of
which reference is made to the below-mentioned opinions of
Messrs. Hunton & Williams and Messrs. Jackson & Kelly, including
the statements made in the Prospectus on their authority) for the
security of the Bonds (pari passu with all other bonds of the
---- -----
same or other series that are or may hereafter be issued under
the Mortgage) upon the interest of the Company in the property,
including franchises, now owned by the Company, except as
otherwise provided in the Mortgage as to specific property or
specific classes of property; the Mortgage contains customary
provisions for the enforcement of the security provided for
therein, certain of which may be limited by the laws of Virginia,
West Virginia or North Carolina (but such laws do not, in our
opinion, make inadequate the remedies necessary for the
realization of the benefits of such security) and, as to nuclear
facilities, by the Atomic Energy Act of 1954, as amended, and
regulations thereunder, and may also be limited or rendered
unavailable by bankruptcy, moratorium and similar laws from time
to time in force or general principles of equity. We express no
opinion as to the validity or enforceability of any covenant to
pay interest on defaulted interest.
The Mortgage has been duly qualified under the
Trust Indenture Act.
F. The Bonds conform to their description in the
Underwriting Agreement and to the statements with respect thereto
contained in the Registration Statement and the Prospectus, and
have been duly authorized and are duly issued under the Mortgage
and entitled to the benefits and security thereof and are valid,
binding and legal obligations of the Company according to their
tenor and effect (subject, as to enforceability, to bankruptcy,
moratorium and similar laws from time to time in force or general
principles of equity).
We have made no examination of the Company's title to
property purported to be owned by it, the description of such
property contained in the Mortgage, the validity and sufficiency
of the franchises under which the Company operates, the ranking
of the lien created by the Mortgage, the absence of liens or
encumbrances on property of the Company other than the lien of
the Mortgage and the permitted liens referred to therein, the due
recordation prior to the date hereof of the original Indenture of
Mortgage and the first eighty-three supplemental indentures, the
form (for purposes of recording) of the Mortgage, or the due
filing prior to the date hereof of a financing statement or any
other instrument to protect the lien of the Mortgage upon
personal property in West Virginia. We express no opinion on such
matters and, to the extent that the opinions herein expressed
involve such matters, we have relied upon the opinion addressed
to you by Messrs. Hunton & Williams of Richmond, Virginia, and
Raleigh, North Carolina, and Messrs. Jackson & Kelly of
Charleston, West Virginia, each dated the date hereof (including
the statements made in the Prospectus on their authority), which
opinions are satisfactory in scope and form to us, and upon which
opinions we believe you and we may properly rely. Likewise, we
have relied upon the opinions of such counsel as to all matters
of West Virginia and North Carolina law.
Very truly yours,
McGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
<PAGE>
<PAGE>
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 E. Byrd Street
Richmond, Virginia 23219
Re: VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds of 1995
Series A, 8 1/4%, due March 1, 2025
March 29, 1995
[Name and address of Representative]
Dear Sirs:
We have acted as counsel for Virginia Electric and Power
Company (the Company) in connection with arrangements for the
issuance by the Company of $200,000,000 aggregate principal
amount of its First and Refunding Mortgage Bonds of 1995 Series
A, 8 1/4%, due March 1, 2025 (the Bonds) the terms of which are
specified in Schedule I of the Underwriting Agreement referred to
below and in the Prospectus referred to therein, under and
pursuant to an Indenture of Mortgage of the Company, dated
November 1, 1935, as supplemented and modified by eighty-four
supplemental indentures (such Indenture of Mortgage as so
supplemented and modified being hereinafter called the Mortgage),
under which The Chase Manhattan Bank, N.A. is now Trustee, and
the purchase of the Bonds by the several Underwriters pursuant to
the Underwriting Agreement dated March 22, 1995 between you,
acting individually and as Representative of the several
Underwriters named in Schedule II thereto, and the Company (the
Underwriting Agreement). All capitalized terms not otherwise
defined herein shall have the meanings set forth in the
Underwriting Agreement.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company,
indentures, agreements and other instruments, certificates of
public officials, certificates of officers and representatives of
the Company and of the Trustee, and other documents, as we have
deemed it necessary to require as a basis for the opinions
hereinafter expressed. As to various questions of fact material
to such opinions, we have, when relevant facts were not
independently established, relied upon certifications by officers
of the Company, the Trustee and other appropriate persons and
statements contained in the Registration Statement hereinafter
mentioned. All legal proceedings taken as of the date hereof in
connection with the transactions contemplated by the Underwriting
Agreement have been satisfactory to us.
In regard to the title of the Company to its properties,
we have made no independent investigation of original records but
our opinion is based (a) with respect to land and rights of way
for electric lines of 69,000 volts or more, solely on reports and
opinions by counsel in whom we have confidence and (b) with
respect to rights of way for electric lines of less than 69,000
volts and various matters of fact in regard to all other
properties, solely on information from officers of the Company.
On this basis, we are of the opinion that:
1. The Company is a corporation duly organized and
existing under the laws of Virginia and the Company is duly
qualified as a foreign corporation in West Virginia and North
Carolina. Neither the nature of the Company's business nor the
properties it owns or holds under lease makes necessary
qualification as a foreign corporation in any state where it is
not now so qualified, and the Company has corporate power to
conduct its business and to issue the Bonds.
2. All requisite corporate and governmental
authorizations have been given for the issuance of the Bonds and
the sale of the Bonds under the Underwriting Agreement.
3. The Mortgage has been duly authorized, executed and
delivered and so far as it relates to properties in North
Carolina and Virginia is valid and binding except as stated
below, and constitutes a valid lien to the extent that it
purports to be one for the benefit of the holders of the bonds
issued thereunder (except that the lien may be defeated as to
real property acquired after recordation of any latest
supplemental indenture by its sale before recordation of a
further supplemental indenture and our opinion, so far as
relating to the lien on certain properties now owned, is
accordingly subject to recordation of the Eighty-Fourth
Supplemental Indenture and except that the lien as to personal
property of the Company held by bailees may be defeated). The
Mortgage contains customary provisions for the enforcement of the
security provided for therein, certain of which may be limited by
the laws of Virginia, West Virginia or North Carolina (but such
laws do not, in our opinion, make inadequate the remedies
necessary for the realization of the benefits of such security)
and, as to nuclear facilities, by the Atomic Energy Act of 1954,
as amended, and regulations thereunder, and may also be limited
or rendered unavailable by bankruptcy, moratorium and similar
laws from time to time in force.
We express no opinion as to the validity or
enforceability of any covenant to pay interest on defaulted
interest.
4. All the Bonds have been duly executed, authenticated
and delivered and are valid and binding obligations of the
Company, enforceable in accordance with their terms (subject, as
to enforceability, to applicable bankruptcy, moratorium and
similar laws from time to time in force or general principles of
equity).
5. The Underwriting Agreement has been duly authorized,
executed and delivered by the Company and is a valid obligation
of the Company.
6. The Registration Statement with respect to the Bonds
filed pursuant to the Securities Act has become effective and
remains in effect at this date, and the Prospectus may lawfully
be used for the purposes specified in the Securities Act in
connection with the offer for sale and the sale of the Bonds in
the manner therein specified.
The statements in regard to our firm made under the
caption EXPERTS in the Prospectus are correct, and we are of the
opinion that, so far as governed by the laws of the United
States, North Carolina or Virginia, the legal conclusions
relating to franchises and title to properties in the Company's
Annual Report on Form 10-K incorporated in the Prospectus by
reference and the description of the Bonds contained in the
Prospectus under DESCRIPTION OF THE BONDS, including limitations
upon the issuance of bonds therein, are substantially accurate
and fair, including the statements as to North Carolina and
Virginia titles and defects therein and franchises and permits.
As to other matters of fact, we have consulted with officers and
other employees of the Company to inform them of the disclosure
requirements of the Securities Act, and facilitated the assembly
of relevant data. We have examined various reports, records,
contracts and other documents of the Company and orders and
instruments of public officials, which our investigation led us
to deem pertinent. In addition, we attended the due diligence
meetings with representatives of the Company and the closing held
today at which the Company satisfied the conditions contained in
Paragraph 7 of the Underwriting Agreement. We have not, however,
undertaken to make any independent review of the other records of
the Company. We accordingly assume no responsibility for the
accuracy or completeness of the statements made in the
Registration Statement except as stated above in regard to the
aforesaid captions. But such consultation, examination and
attendance disclosed to us no information with respect to such
other matters that gives us reason to believe that the
Registrations Statement or the Prospectus (except the financial
statements and other financial or statistical information
included or incorporated by reference therein, as to which
weexpress no opinion) contained on the date the Registration
Statement became effective or contains now any untrue statement
of a material fact or omitted on said date or omits now to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading. We are of the opinion
that the Registration Statement and the Prospectus (except the
financial statements and the other financial or statistical
information included or incorporated by reference therein, as to
which we express no opinion) comply as to form in all material
respects to the requirements of the Securities Act, the
Securities Exchange Act and the Trust Indenture Act, and to the
applicable rules and regulations of the Commission thereunder. We
are further of the opinion that the Mortgage has been duly
qualified under the Trust Indenture Act.
7. Except as set forth in the Registration Statement,
there are no pending legal, administrative or judicial
proceedings with respect to the Company required to be described
by Form S-3.
The opinions in paragraphs 6 and 7 hereof are given on
the basis that any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for
purposes of the Registration Statement or Prospectus to the
extent that the statement has been modified or superseded by any
statement in a subsequently filed Incorporated Document or in the
Registration Statement or Prospectus.
We understand that you are relying (we believe that you
are justified in relying, and for our part we rely) on the
opinion of Jackson & Kelly as to all matters governed by the laws
of West Virginia, including the statements made in the
Prospectus on their authority.
Yours very truly,
HUNTON & WILLIAMS
<PAGE>
<PAGE>
SCHEDULE V
PROPOSED FORM OF OPINION
OF
JACKSON & KELLY
1600 Laidley Tower
P. O. Box 553
Charleston, West Virginia 25322
Re: VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds of 1995
Series A, 8 1/4%, due March 1, 2025
March 29, 1995
Virginia Electric and Power Company
P. O. Box 26666
Richmond, Virginia 23261
[Name and address of Representative]
Dear Sirs:
We are familiar with the arrangements for the issuance
of $200,000,000 aggregate principal amount of First and Refunding
Mortgage Bonds of 1995, Series A, 8 1/4%, due March 1, 2025 (the
Bonds), of Virginia Electric and Power Company (the Company)
under an Indenture of Mortgage dated November 1, 1935, as
supplemented and modified by eighty-four supplemental indentures
(the Mortgage), and the sale thereof pursuant to an Underwriting
Agreement dated March 22, 1995 between the Company and the
Underwriters named in Schedule II thereto (the Underwriting
Agreement), and we have acted as West Virginia counsel for the
Company in that regard. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the
Underwriting Agreement.
We are of the opinion that, so far as governed by the
laws of West Virginia:
1. The Company is duly qualified as a foreign
corporation in West Virginia and has corporate power to conduct
its business in West Virginia and issue the Bonds.
2. No governmental authorization is requisite for the
issuance of the Bonds and their sale under the Underwriting
Agreement.
3. The Mortgage has been duly authorized, executed and
delivered, is valid and binding (except as stated below) and so
far as it relates to properties in West Virginia constitutes a
valid lien to the extent that it purports to be one for the
benefit of the holders of the bonds issued thereunder (subject as
to mortgaged personal properties, to the filing of the
Eighty-Fourth Supplemental Indenture in the office of the
Secretary of State of West Virginia and except that the lien may
be defeated as to real property acquired after recordation of any
latest supplemental indenture and before recordation of a further
supplemental indenture and our opinion, so far as relating to the
lien on certain properties now owned, is accordingly subject to
recordation of the Eighty-Fourth Supplemental Indenture). The
Mortgage contains customary provisions for the enforcement of the
security provided for therein, certain of which may be limited by
the laws of West Virginia (but such laws do not, in our opinion,
make inadequate the remedies necessary for the realization of the
benefits of such security) and may also be limited or rendered
unavailable by bankruptcy, moratorium and similar laws from time
to time in force. We express no opinion as to the validity or
enforceability of any covenant to pay interest on defaulted
interest.
We have assumed, for purposes of the opinions herein
expressed, that all the Bonds have been duly executed,
authenticated and delivered and are valid and binding obligations
of the Company, enforceable in accordance with their terms.
The statements in regard to our firm made under EXPERTS
in the Prospectus relating to the Bonds are correct, and we are
of the opinion that the statements in the Prospectus referred to
as being made on our authority (including the statements as to
West Virginia titles and defects therein and franchises) are
substantially accurate and fair. In regard to titles to some of
the properties in West Virginia, we have made no independent
investigation of original records, but our opinion is based
solely on reports and opinions by counsel in whom we have
confidence. We assume no responsibility for the accuracy or
completeness of any other statements in the Registration
Statement, but we do not know of any reason to believe that it
contains any untrue statement of a material fact or omits to
state a material fact required to be stated or necessary to make
the statements not misleading. The foregoing is made on the basis
that any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of the
Registration Statement or Prospectus to the extent that the
statement has been modified or superseded by any statement in a
subsequently filed Incorporated Document or in the Registration
Statement or Prospectus.
Very truly yours,
JACKSON & KELLY
<PAGE>
<PAGE>
Exhibit 4(i)
=================================================================
VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
Trustee.
__________
Eighty-Fourth Supplemental Indenture
Dated March 1, 1995
__________
$200,000,000
First and Refunding Mortgage Bonds of 1995, Series A, 8 1/4%,
due March 1, 2025
=================================================================
A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY.
<PAGE>
<PAGE>
TABLE OF CONTENTS*
------------------
Page
----
Parties.................................................. 1
Addresses................................................ 1
Recitals................................................. 1
Consideration Clause.................................... 5
Granting Clause.......................................... 5
Exception Clause......................................... 6
Habendum Clause.......................................... 6
Grant in Trust........................................... 6
ARTICLE 1.
BONDS OF 1995, SERIES A.
(S)1.01. Establishment, form and terms.................. 6
(S)1.02. Registration, transfer and exchange............ 7
(S)1.03. Procedure for payment of interest.............. 8
(S)1.04. Redemption..................................... 8
(S)1.05. Funds deposited for maturity to be
immediately available................... 9
ARTICLE 2.
MISCELLANEOUS PROVISIONS.
(S)2.01. References to Original Indenture or previous
Supplemental Indentures................. 10
(S)2.02. The Trustee..................................... 10
(S)2.03. Original Indenture and Supplemental Indentures
to be read together..................... 10
(S)2.04. Date of execution............................... 10
(S)2.05. Execution in counterparts....................... 10
Testimonium.............................................. 11
Signatures and Seals..................................... 12
Acknowledgments.......................................... 13
__________
*This Table of Contents does not constitute part of the
Indenture or have any bearing upon the interpretation of any of
its term and provisions.
<PAGE>
<PAGE>
1
EIGHTY-FOURTH SUPPLEMENTAL INDENTURE dated the 1st day of
March, 1995, by and between VIRGINIA ELECTRIC AND POWER COMPANY,
a Virginia corporation and a transmitting utility (as such term
is defined in Section 46-9-105(n) of the West Virginia Code), One
James River Plaza, Richmond, Virginia (the Company), party of the
first part, and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
a national banking association, One Chase Manhattan Plaza, New
York, New York (the Trustee), party of the second part.
The Company has heretofore made its Indenture of Mortgage
dated November 1, 1935 (the Original Indenture) to The Chase
National Bank of the City of New York, predecessor Trustee, and
various supplemental indentures supplementing and/or modifying
the Original Indenture as follows:
Title Dated
----- -----
First Supplemental Indenture............... September 1, 1938
Second " " ............... February 9, 1940
Third " " ............... March 1, 1941
Fourth " " ............... April 1, 1944
Fifth " " ............... March 1, 1945
Sixth " " ............... October 1, 1947
Seventh " " ............... March 1, 1948
Eighth " " ............... October 1, 1948
Ninth " " ............... June 1, 1949
Tenth " " ............... November 1, 1949
Eleventh " " ............... September 1, 1950
Twelfth " " ............... December 1, 1951
Thirteenth " " ............... October 1, 1952
Fourteenth " " ............... May 1, 1954
and has heretofore made to The Chase Manhattan Bank, which on
March 31, 1955, became the Trustee under the Mortgage by virtue
of the merger of The Chase National Bank of the City of New York
into President and Directors of the Manhattan Company under the
name of The Chase Manhattan Bank (now The Chase Manhattan Bank
(National Association)), further supplemental indentures
supplementing and/or modifying the Original Indenture as follows:
Title Dated
----- -----
Fifteenth Supplemental Indenture........... June 1, 1955
Sixteenth " " ........... September 1, 1956
<PAGE>
<PAGE>
2
Title Dated
----- -----
Seventeenth Supplemental Indenture......... December 1, 1957
Eighteenth " " ......... June 1, 1958
Nineteenth " " ......... April 1, 1959
Twentieth " " ......... September 1, 1960
Twenty-First " " ......... June 1, 1961
Twenty-Second " " ......... May 1, 1963
Twenty-Third " " ......... December 1, 1963
Twenty-Fourth " " ......... May 1, 1965
Twenty-Fifth " " ......... February 1, 1967
Twenty-Sixth " " ......... December 1, 1967
Twenty-Seventh " " ......... January 1, 1969
Twenty-Eighth " " ......... June 1, 1969
Twenty-Ninth " " ......... April 1, 1970
Thirtieth " " ......... September 1, 1970
Thirty-First " " ......... March 1, 1971
Thirty-Second " " ......... September 1, 1971
Thirty-Third " " ......... June 1, 1972
Thirty-Fourth " " ......... July 1, 1974
Thirty-Fifth " " ......... July 1, 1974
Thirty-Sixth " " ......... February 1, 1975
Thirty-Seventh " " ......... September 1, 1975
Thirty-Eighth " " ......... November 1, 1975
Thirty-Ninth " " ......... March 1, 1976
Fortieth " " ......... May 1, 1976
Forty-First " " ......... September 1, 1976
Forty-Second " " ......... March 1, 1977
Forty-Third " " ......... March 1, 1978
Forty-Fourth " " ......... May 1, 1978
Forty-Fifth " " ......... July 1, 1978
Forty-Sixth " " ......... April 1, 1979
Forty-Seventh " " ......... October 1, 1979
Forty-Eighth " " ......... July 1, 1980
Forty-Ninth " " ......... April 1, 1981
Fiftieth " " ......... July 1, 1981
Fifty-First " " ......... July 1, 1981
Fifty-Second " " ......... September 1, 1982
Fifty-Third " " ......... December 1, 1982
<PAGE>
<PAGE>
3
Title Dated
----- -----
Fifty-Fourth Supplemental Indenture ....... June 1, 1983
Fifty-Fifth " " ....... June 1, 1984
Fifty-Sixth " " ....... September 1, 1984
Fifty-Seventh " " ....... November 1, 1984
Fifty-Eighth " " ....... December 1, 1984
Fifty-Ninth " " ....... April 1, 1986
Sixtieth " " ....... November 1, 1986
Sixty-First " " ....... June 1, 1987
Sixty-Second " " ....... November 1, 1987
Sixty-Third " " ....... June 1, 1988
Sixty-Fourth " " ....... February 1, 1989
Sixty-Fifth " " ....... June 1, 1989
Sixty-Sixth " " ....... March 1, 1990
Sixty-Seventh " " ....... April 1, 1991
Sixty-Eighth " " ....... March 1, 1992
Sixty-Ninth " " ....... March 1, 1992
Seventieth " " ....... March 1, 1992
Seventy-First " " ....... July 1, 1992
Seventy-Second " " ....... July 1, 1992
Seventy-Third " " ....... August 1, 1992
Seventy-Fourth " " ....... February 1, 1993
Seventy-Fifth " " ....... April 1, 1993
Seventy-Sixth " " ....... April 1, 1993
Seventy-Seventh " " ....... June 1, 1993
Seventy-Eighth " " ....... August 1, 1993
Seventy-Ninth " " ....... August 1, 1993
Eightieth " " ....... October 1, 1993
Eighty-First " " ....... January 1, 1994
Eighty-Second " " ....... January 1, 1994
Eighty-Third " " ....... October 1, 1994
The Original Indenture and such supplemental indentures are
incorporated herein by this reference and the Original Indenture
as so supplemented and modified is herein called the Mortgage.
First and Refunding Mortgage Bonds (the Bonds) are
presently outstanding under the Mortgage as follows:
<PAGE>
<PAGE>
4
Principal
Series Amount
------ ---------
Series T 4 1/2%, due May 1, 1995.................... $ 56,600,000
Series U 5 1/8%, due February 1, 1997............... 49,290,000
Bonds of 1988, Series A, 9 3/8%, due June 1, 1998... 150,000,000
Bonds of 1989, Series B, 8 7/8%, due June 1, 1999... 100,000,000
Bonds of 1991, Series A, 8 3/4%, due April 1, 2021.. 100,000,000
Bonds of 1992, Series B, 7 1/4%, due March 1, 1997.. 250,000,000
Bonds of 1992, Series C, 8%, due March 1, 2004...... 250,000,000
Bonds of 1992, Series D, 7 5/8%, due July 1, 2007... 215,000,000
Bonds of 1992, Series E, 7 3/8%, due July 1, 2002... 155,000,000
Bonds of 1992, Series F, 6 1/4%, due August 1, 1998. 75,000,000
Bonds of 1993, Series A, 7 1/4%, due February 1, 2023 100,000,000
Bonds of 1993, Series B, 6 5/8%, due April 1, 2003.. 200,000,000
Bonds of 1993, Series C, 5 7/8%, due April 1, 2000.. 135,000,000
Bonds of 1993, Series D, 7 1/2%, due June 1, 2023... 200,000,000
Bonds of 1993, Series E, 6%, due August 1, 2001..... 100,000,000
Bonds of 1993, Series F, 6%, due August 1, 2002..... 100,000,000
Bonds of 1993, Series G, 6 3/4%, due October 1, 2023 200,000,000
Pollution Control Series 1994A, 5.45%,
due January 1, 2024................... 19,500,000
Bonds of 1994, Series A, 7%, due January 1, 2024.... 125,000,000
Bonds of 1994, Series B, 8 5/8%, due October 1, 2024 200,000,000
Under the Mortgage, any new series of Bonds may at any time
be established by the Board of Directors of the Company in
accordance with the provisions of the Mortgage (up to an
aggregate amount of $5,000,000,000 outstanding at any one time
without further authorization of the stockholder of the Company)
and their terms may be described by a supplemental indenture
executed by the Company and the Trustee.
The Company proposes to create under the Mortgage, as
hereby supplemented (the Indenture), a new series of Bonds to be
designated First and Refunding Mortgage Bonds of 1995 Series A,
8 1/4%, due March 1, 2025, to bear interest from the date of
original issuance thereof and to be due March 1, 2025 and
proposes to issue $200,000,000 aggregate principal amount of such
Bonds.
The aggregate principal amount of Bonds of the Company,
issued or so to be issued and outstanding under the provisions of
and secured by the Indenture, will then be $2,980,390,000,
consisting of $2,780,390,000 aggregate principal amount of Bonds
presently outstanding and $200,000,000 aggregate principal <PAGE>
<PAGE>
5
amount of Bonds of 1995, Series A, which are to be issued after
the execution and delivery of this Eighty-Fourth Supplemental
Indenture pursuant to Article 2 of the Original Indenture.
Additional Bonds of certain series herein mentioned and
additional Bonds of all other series hereafter established,
except as may be limited in the Indenture as at the time
supplemented and modified, may be issued from time to time
pursuant to the Indenture as at the time supplemented and
modified.
The Company also desires to supplement the Mortgage and add
new provisions thereto pursuant to the provisions of (S)13.01 of
the Original Indenture.
All conditions necessary to authorize the execution,
delivery and recording of this Eighty-Fourth Supplemental
Indenture and to make it a valid and binding indenture of
mortgage for the security of the Bonds of the Company issued or
to be issued under the Indenture have been done or performed.
NOW, THEREFORE, THIS INDENTURE WITNESSETH,
That, in order further to secure equally and ratably the
payment of the principal and interest of the Bonds at any time
issued and outstanding under the Indenture, according to their
tenor and effect, and the performance of all the covenants and
conditions contained in the Indenture or in the Bonds, and for
the purpose, among others, of confirming the lien of the
Indenture, the Company, for and in consideration of the premises
and of the purchase and acceptance of the Bonds by the holders
thereof, and of the sum of One Dollar ($1.00) and of other
valuable consideration to it duly paid by the Trustee at or
before the execution and delivery of these presents, the receipt
whereof is hereby acknowledged, has executed and delivered these
presents and does hereby grant, bargain, sell, convey, transfer,
assign, mortgage, pledge and confirm to the Trustee and its
successors in the trust created by the Indenture and to its and
their assigns all property, real, personal and mixed, tangible
and intangible, rights, privileges, franchises and immunities,
now owned by the Company and within the Granting Clauses
covering after-acquired property.
But expressly excepting (unless and until hereafter
mortgaged, pledged or assigned to the Trustee or otherwise made
subject to the lien of the Indenture, or required so to be by any
provision therein) all properties that would be excepted by
clauses (A) through (H) of Part VI of the Granting Clauses of the
Fourteenth Supplemental Indenture as if such clauses were herein
set out in full.
<PAGE>
<PAGE>
6
TO HAVE AND TO HOLD all and singular the aforesaid
property, rights, privileges, franchises and immunities, whether
now owned or hereafter acquired, unto the Trustee, its successors
in the trust created by the Indenture and its and their assigns
forever;
BUT IN TRUST NEVERTHELESS, for the further and equal pro
rata benefit, security and protection of all present and future
holders of the Bonds issued and to be issued under and secured by
the Indenture, and to secure the payment of the principal of the
Bonds and the interest thereon, in accordance with provisions of
the Bonds and of the Indenture, without any discrimination,
preference, priority or distinction as to lien or otherwise of
any Bonds over thereof or otherwise howesoever, so that the
principal and interest of every Bond shall be equally and ratably
secured hereby as if all the Bonds had been issued sold and
delivered for value simultaneously with the execution of the
Original Indenture, and to secure the performance of and
compliance with the covenants and conditions of the Bonds and of
the Indenture, and upon the trusts and for the uses and purposes
and subject to the covenants, agreements, provisions and
conditions set forth and declared in the Indenture.
ARTICLE 1.
BONDS OF 1995, Series A.
(S)1.01. There is hereby established a new series of Bonds
to be issued under and secured by the Indenture, to be designated
as the Company's First and Refunding Mortgage Bonds of 1995,
Series A, 8 1/4%, due March 1, 2025 (the Bonds of 1995, Series
A).
There are to be authenticated and delivered $200,000,000
principal amount of Bonds of 1995, Series A, and no further Bonds
of 1995, Series A shall be authenticated and delivered except
upon exchange or transfer pursuant to (S)1.11 of the Original
Indenture. The Bonds of 1995, Series A shall be registered bonds,
without coupons.
The Bonds of 1995, Series A shall be in substantially the
form set out in Article 2 of the Twenty-Fifth Supplemental
Indenture with such insertions, modifications and additions as
may be required by the particular terms and provisions of this
Eighty-Fourth Supplemental Indenture (and in particular this
(S)1.01 and (S)1.04 hereof) for the Bonds of 1995, Series A.
<PAGE>
<PAGE>
7
Each Bond of 1995, Series A shall be dated the date of
authentication thereof and shall bear interest from the date of
original issuance thereof or from the most recent Interest
Payment Date to which interest has been paid or duly provided
for.
All Bonds of 1995, Series A shall be due on March 1, 2025,
and shall bear interest at the rate of 8 1/4% per annum, to be
paid semi-annually on the first day of March and on the first day
of September in each year until payment of the principal thereof.
The principal, premium, if any, and interest on the Bonds of
1995, Series A, shall be payable in lawful money of the United
States of America, at the office or agency of The Chase Manhattan
Bank (National Association), or its successor in trust under the
Indenture, in New York, New York. The Regular Record Date for
the payment of the interest payable, and punctually paid or duly
provided for, on any Interest Payment Date with respect to the
Bonds of 1995, Series A shall be the fifteenth day (whether or
not a business day) of the calendar month next preceding such
Interest Payment Date.
Definitive Bonds of 1995, Series A may be issued in the
denomination of $1,000, or any integral multiple thereof.
(S)1.02. The Trustee shall, by virtue of its office as
Trustee, be the Registrar and Transfer Agent of the Company for
the purpose of registering and transferring Bonds of 1995, Series
A. The Company shall cause to be kept at the office or agency of
the Registrar books for such registration and transfer (the Bond
Register) and will permit Bonds of 1995, Series A to be
transferred or registered thereon, in accordance with their terms
and under such reasonable regulations as the Company may
prescribe.
Upon surrender for transfer of any Bonds of 1995, Series A
at the office or agency of the Registrar, the Company shall
execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new
Bonds of 1995, Series A of any authorized denominations, of a
like aggregate principal amount.
At the option of the registered holder, Bonds of 1995,
Series A may be exchanged for other Bonds of 1995, Series A of
any authorized denominations, of a like aggregate principal
amount, upon surrender of Bonds of 1995, Series A to be exchanged
at the office or agency of the Registrar. Whenever any Bonds of
1995, Series A are so surrendered for exchange, the Company shall
execute,
<PAGE>
<PAGE>
8
and the Trustee shall authenticate and deliver, the Bonds of
1995, Series A which the bondholder making the exchange is
entitled to receive.
All Bonds of 1995, Series A issued upon any such transfer
or exchange shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under
the Indenture, as the Bonds of 1995, Series A surrendered upon
such transfer or exchange.
Every Bond of 1995, Series A presented or surrendered for
transfer or exchange shall (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and to
the Registrar duly executed, by the holder thereof or his
attorney duly authorized in writing.
No service charge will be made for any transfer or exchange
of Bonds of 1995, Series A, but payment will be required of a sum
sufficient to cover any tax or other governmental charge that may
be imposed in connection therewith.
The provisions of (S)1.06, (S)1.08 and (S)1.09 of the
Original Indenture shall not be applicable to the Bonds of 1995,
Series A.
The Company shall not be required (a) to issue, transfer or
exchange any Bonds of 1995, Series A during a period beginning at
the opening of business 15 days before the day of the mailing of
a notice of redemption of less than all of the outstanding Bonds
of 1995, Series A and ending at the close of business on the day
of the mailing, or (b) to transfer or exchange any Bonds of 1995,
Series A theretofore selected for redemption in whole or in
part.
(S)1.03. Reference is made to (S)1.03 of the Twenty-Fifth
Supplemental Indenture for provisions concerning the procedure
for the payment of interest on the Bonds of 1995, Series A.
(S)1.04. The Bonds of 1995, Series A shall be subject to
redemption at the option of the Company, as a whole or in part,
at any time or from time to time, on or after March 1, 2005, at
the percentages of the principal amount thereof specified in the
following table under the heading "Regular Redemption Price".
The Bonds of 1995, Series A shall also be subject to redemption
at the option of the Company, as a whole or in part, at any time
or from time to time, on or after March 1, 2005, at the
percentages of the principal amount thereof specified in the
following table under the heading "Special Redemption
<PAGE>
<PAGE>
9
Price", if redeemed (a) by the application of Funds in Escrow as
defined in (s) 6.02 of the Original Indenture or (b) as a whole
within 12 months after acquisition of not less than a majority of
the outstanding Common Stock of the Company by any municipality
or governmental body, agency, instrumentality or authority, or
any non-profit cooperative body, or any nominee thereof:
The redemption prices The redemption prices
are as follows: are as follows:
During the --------------------- During the---------------------
12 Months Regular Special 12 Months Regular Special
Beginning Redemption Redemption Beginning Redemption Redemption
March 1 Price Price March 1 Price Price
- ---------- ---------- ---------- --------- ---------- ----------
2005 103.48% 100.00% 2015 100.00% 100.00%
2006 103.13 100.00 2016 100.00 100.00
2007 102.78 100.00 2017 100.00 100.00
2008 102.43 100.00 2018 100.00 100.00
2009 102.09 100.00 2019 100.00 100.00
2010 101.74 100.00 2020 100.00 100.00
2011 101.39 100.00 2021 100.00 100.00
2012 101.04 100.00 2022 100.00 100.00
2013 100.70 100.00 2023 100.00 100.00
2014 100.35 100.00 2024 100.00 100.00
together with any unmatured interest accrued to the Redemption
Date, payable on surrender for redemption (the interest
installment payable on the Redemption Date, if such date is an
Interest Payment Date, to be paid to the holder of record at the
close of business on the Regular Record Date for such Interest
Payment Date).
Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each holder at his address
appearing in the Bond Register and shall contain the information
required by (S)3.02 of the Original Indenture. There need be no
publication of such notice despite the provisions of such
(S)3.02.
(S)1.05. The Company covenants that on depositing or
leaving with the Trustee funds for the payment of the principal
and premium (if any) and interest on any Bonds of 1995, Series A
when the same become due, either at maturity or otherwise,
pursuant to (S)10.03 of the Original Indenture, it will make
effective arrangements with the Trustee whereby such funds will
be immediately available for payment to the holder of such Bonds,
and prior to, or within 5 days after, so depositing or leaving
such funds, will give a notice, by first-class mail, postage
prepaid, to each holder at such holder's address appearing in the
Bond Register, stating that such funds have been or<PAGE>
<PAGE>
10
will be deposited or left with the Trustee and are or thereupon
will be immediately so available for payment to the holders of
such Bonds and, as full compliance with this Section, shall
deliver to the Trustee proof satisfactory to the Trustee that
such notice has been given, or that arrangements have been made
insuring that such notice will be given, or a written instrument
executed by the Company under its corporate seal, and expressed
to be irrevocable, authorizing the Trustee to give notice for and
on behalf of the Company.
ARTICLE 2.
MISCELLANEOUS PROVISIONS.
(S)2.01. All references herein to any article, section or
provision of the Original Indenture or any supplemental indenture
refer to such article, section or provision as heretofore
supplemented and modified and as hereby further supplemented and
modified, unless, in any case, the context otherwise requires.
Terms used but not defined herein are used as defined in the
Mortgage.
(S)2.02. The recitals in this Eighty-Fourth Supplemental
Indenture except the recital of the succession of The Chase
Manhattan Bank (National Association) (formerly The Chase
Manhattan Bank) to The Chase National Bank of the City of New York
are made by the Company only and not by the Trustee, and all of
the provisions contained in the Mortgage in respect of the
rights, privileges, immunities, powers and duties of the Trustee
shall be applicable in respect of the Bonds of 1995, Series A and
of this Eighty-Fourth Supplemental Indenture as fully and with
like effect as if set forth herein in full.
(S)2.03. As heretofore supplemented and modified and as
supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture, as heretofore
supplemented and modified, and this Eighty-Fourth Supplemental
Indenture shall be read, taken and construed as one and the same
instrument.
(S)2.04. Although this Eighty-Fourth Supplemental Indenture
is dated for convenience and for the purpose of reference March
1, 1995, the actual dates of execution by the Company and by the
Trustee are indicated by their respective acknowledgements hereto
annexed.
(S)2.05. In order to facilitate the recording or filing of
this Eighty-Fourth Supplemental Indenture, it may be
simultaneously executed in several counterparts, each of which
shall be deemed to be an original and such counterparts shall
together constitute but one and the same instrument. <PAGE>
<PAGE>
11
IN WITNESS WHEREOF, each party hereto has caused this
instrument to be signed in its name and behalf, and its corporate
seal to be hereunto affixed and attested, by its duly authorized
officers, all as of the day and year first above written.
VIRGINIA ELECTRIC AND POWER COMPANY,
[SEAL]
R. E. Rigsby
Senior Vice President
Attest:
J. P. Carney
Assistant Corporate Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
[SEAL]
C. J. Heinzelmann
Vice President
Attest:
Kathleen Perry
Assistant Secretary<PAGE>
<PAGE>
12
COMMONWEALTH OF VIRGINIA:)
) SS.:
CITY OF RICHMOND: )
I, Nancy A. Weaver, a notary public duly qualified,
commissioned, sworn and acting in and for the City and
Commonwealth aforesaid, hereby certify that on this 23rd day of
March, 1995:
(Virginia) R. E. Rigsby and J. P. Carney, whose names as
(Maryland) Senior Vice President and Assistant Corporate
Secretary of VIRGINIA ELECTRIC AND POWER
COMPANY, a corporation, are signed to the
writing above, bearing date on the first day of
March, 1995 have acknowledged the same before
me in my City aforesaid; and
(West R. E. Rigsby, who signed the writing above and
Virginia) hereto annexed bearing date on the first day of
March, 1995 for VIRGINIA ELECTRIC AND POWER
COMPANY, has in my said City, before me,
acknowledged said writing to be the act and
deed of said corporation; and
(North J. P. Carney personally came before me and
Carolina) acknowledged that he is Assistant Corporate
Secretary of VIRGINIA ELECTRIC AND POWER
COMPANY, a corporation, and that, by
authority duly given and as the act of the
corporation, the foregoing instrument was
signed in its name by a Senior Vice President,
sealed with its corporate seal, and attested by
himself as its Assistant Corporate Secretary.
My commission expires: August 31, 1996
IN WITNESS WHEREOF, I have hereunto set my hand and
official seal this 23rd day of March, 1995.
Nancy A. Weaver
Notary Public
[SEAL]<PAGE>
<PAGE>
13
STATE OF NEW YORK: )
) SS.:
COUNTY OF NEW YORK: )
I, Margaret M. Price, a notary public duly qualified,
commissioned, sworn and acting in and for the County and State
aforesaid, hereby certify that on this 27th day of March, 1995:
(Virginia) C. J. Heinzelmann and Kathleen Perry, whose names
(Maryland) as Vice President and Assistant Secretary of THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a
corporation, are signed to the writing above,
bearing date on the first day of March, 1995 have
acknowledged the same before me in my County
aforesaid; and
(West C. J. Heinzelmann, who signed the writing above
Virginia) and hereto annexed bearing date on the first day of
March, 1995 for THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), has in my said County, before me,
acknowledged said writing to be the act and deed of
said corporation; and
(North Kathleen Perry personally came before me and
Carolina) acknowledged that she is Assistant Secretary of THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a
corporation, and that, by authority duly given and
as the act of the corporation, the foregoing
instrument was signed in its name by a Vice
President, sealed with its corporate seal, and
attested by herself as its Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and
official seal this 27th day of March, 1995.
Margaret M. Price
Notary Public, State of New York
No. 24-4980599
Qualified in Kings County
Certificate Filed in New York County
Commission Expires April 22, 1995
[SEAL] <PAGE>
<PAGE>
Exhibit 4(ii)
Form of Bond
FACE OF BOND
REGISTERED REGISTERED
No. 95A- $200,000,000
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1995, SERIES A, 8 1/4%, DUE
MARCH 1, 2025
VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation
(herein called the Company, which term includes any successor
corporation as defined in the Indenture hereinafter referred to),
for value received, hereby promises to pay to
CUSIP
927804CV4
SEE REVERSE
FOR CERTAIN
DEFINITIONS
BONDS OF 1995, BONDS OF 1995,
SERIES A SERIES A
, or registered assigns, the sum of _____________________ DOLLARS
or such portion thereof, if any, as shall not therefore have been
paid, on March 1, 2025 and to pay interest on such sum or portion
thereof from the most recent date to which interest has been paid
or duly provided for or, if this Bond shall have been issued on
original issuance, from the date hereof or, if this Bond shall
have been delivered upon transfer of or in exchange for or in
lieu of any Predecessor Bond, as defined in the Indenture, from
the date from which unpaid interest shall have accrued on such
Predecessor Bond, such interest to be payable semi-annually on
March 1 and September 1 in each year at the rate shown in the
title hereof, until the principal hereof is paid or made
available for payment. The interest installment so payable, and
punctually paid or duly provided for, on any interest payment
date will, as provided in the Indenture, be paid to the person
in whose name this Bond (or one or more Predecessor Bonds, as
defined in the Indenture) is registered at the close of business
on the Regular Record Date for such interest installment, which
term shall mean the fifteenth day (whether or not a business day)
of the calendar month next preceding such interest payment date.
Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the
registered holder on such Regular Record Date, and may be paid to
the person in whose name this Bond (or one or more Predecessor
Bonds) is registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to the bondholders not
less than 15 days prior to such Special Record Date. Payment of
the principal and interest on this Bond will be made in lawful
money of the United States at the office or agency of The Chase
Manhattan Bank (National Association) or its successor in trust
(herein called the Trustee), in New York, N.Y.
The other provisions of this Bond appear on the reverse
hereof.
This Bond shall not be of any force or effect until the
Authentication Certificate hereon shall have been signed by the
Trustee.
IN WITNESS WHEREOF the Company has caused this Bond to be
duly executed under its corporate seal.
Dated
AUTHENTICATION CERTIFICATE VIRGINIA ELECTRIC AND POWER COMPANY
By
This Bond is one of the Bonds
of the series designated and
referred to in the within J. T. Rhodes
mentioned Indenture. President
And By
THE CHASE MANHATTAN BANK J. Kennerly Davis, Jr.
(NATIONAL ASSOCIATION), Trustee Corporate Secretary
By
Authorized Officer
[SEAL]
<PAGE>
REVERSE OF BOND
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1995, SERIES A, 8 1/4%,
DUE MARCH 1, 2025
(CONTINUED)
This Bond is one of an issue of Bonds known as First and
Refunding Mortgage Bonds, issuable in series without limit in
aggregate principal amount and all equally secured by an
Indenture dated November 1, 1935, from the Company to The Chase
National Bank of the City of New York, as Trustee (The Chase
Manhattan Bank (National Association), successor Trustee,
hereinafter called the Trustee, which term includes any sucessor
Trustee under the Indenture), as supplemented and modified (such
Indenture, as so supplemented and modified, being herein called
the Indenture), to which reference is hereby made for a
description of the mortgaged property, the rights of the
bondholders in regard thereto, the terms and conditions upon
which the Bonds are secured and the terms and conditions upon
which the Bonds may be issued.
On or after March 1, 2005, the Bonds of this Series are
subject to redemption at the option of the Company, as a whole or
in part, at any time or from time to time prior to maturity at
the percentages of the principal amount thereof specified in the
following table under the heading "Regular Redemption Price",
except that if redeemed (a) by the application of Funds in Escrow
as defined in the Indenture, or (b) as a whole within 12 months
after acquisition of not less than a majority of the outstanding
Common Stock of the Company by any municipality or governmental
body, agency, instrumentality or authority, or any non-profit
cooperative body, or any nominee thereof, they are subject to
redemption at the percentages of the principal amount thereof
specified in the following table under the heading "Special
Redemption Price":
The redemption prices
are as follows:
During the -----------------------
12 Months Regular Special
Beginning Redemption Redemption
March 1 Price Price
--------- ---------- ----------
2005 103.48% 100.00 %
2006 103.13 100.00
2007 102.78 100.00
2008 102.43 100.00
2009 102.09 100.00
2010 101.74 100.00
2011 101.39 100.00
2012 101.04 100.00
2013 100.70 100.00
2014 100.35 100.00
2015 100.00 100.00
2016 100.00 100.00
2017 100.00 100.00
2018 100.00 100.00
2019 100.00 100.00
2020 100.00 100.00
2021 100.00 100.00
2022 100.00 100.00
2023 100.00 100.00
2024 100.00 100.00
together with any unmatured interest accrued to the date of
redemption, payable on surrender for redemption (the interest
installment payable on the date of redemption, if such date is an
interest payment date, to be paid to the holder of record at the
close of business on the Regular Record Date for such interest
installment).
If this Bond is called for redemption and payment duly
provided, it shall cease to bear interest from and after the date
of redemption.
In case an event of default as defined in the Indenture shall
occur, the principal of this Bond may become or be declared due
and payable before maturity in the manner and with the effect
provided in the Indenture.
Upon deposit by the Company with the Trustee of funds
sufficient to pay the principal of any Bonds of this Series
together with all interest due to the date of maturity, the date
fixed for redemption or the date then otherwise becoming due,
such Bonds shall forthwith upon such deposit cease to be entitled
to the lien of the Indenture and after such maturity date,
redemption date or due date, all liability of the Company with
respect thereto shall terminate.
The Indenture authorizes the Company and the Trustee, with
the consent of the holders of not less than 75% in principal
amount of the Bonds (exclusive of Bonds disqualified by reason of
the Company's interest therein) at the time outstanding,
including not less than 60% in principal amount of each Series
adversely affected, to execute supplemental indentures changing
the Indenture in any way except that no such supplemental
indenture shall extend the fixed maturity of this Bond or the
time of payment of interest hereon or reduce the amount of the
principal hereof or the rate of interest hereon without the
consent of the holder hereof. The Indenture authorizes the
holders of 75% or more in principal amount of the Bonds
(exclusive of Bonds disqualified by reason of the Company's
interest therein), including at least 60% in principal amount of
each outstanding Series, to waive any default under the Indenture
except a default in payment of principal or interest at the fixed
maturity thereof. In addition, certain rights of certain holders
of the Bonds of this Series may not be affected by any
supplemental indenture, nor may any default in respect of certain
obligations of the Company and the consequences thereof be
waived, without the consent of all holders affected thereby, and
reference is made to the supplemental indenture relating to the
Bonds of this Series for a description of such rights and
obligations and of the holders of Bonds of this Series to which
such rights and obligations pertain.
No reference herein to the Indenture and no provision in this
Bond or the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Bond at the
times, place and rate, and in the money, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Bond is transferable on the
Bond Register of the Company upon surrender of this Bond for
transfer at the office or agency of the Trustee, duly endorsed
by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by,
the registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Bonds of authorized
denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service
charge will be made for any such transfer, but the Company may
require the payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company may
treat the person in whose name this Bond is registered as the
absolute owner hereof for the purpose of receiving payment as
herein provided and for all other purposes whether or not this
Bond be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
The Bonds of this Series are issuable only as registered
Bonds without coupons in denominations of $1,000 or any multiple
thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Bonds are exchangeable for a like
aggregate principal amount of Bonds of different authorized
denominations, as requested by the holder surrendering the same,
upon payment of taxes and other governmental charges.
The bondholders agree by acceptance of the Bonds to waive and
release all right of recourse to any personal liability of any
promoter, subscriber, incorporator, stockholder, officer or
director, past, present or future, of the Company or of any
predecessor or successor corporation, for the collection of any
claim in respect of the Bonds, all as more fully provided in the
Indenture.
---------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-___Custodian___
TEN ENT - as tenants by the (Cust) (Minor)
entireties with right under Uniform Gifts
of survivorship and to Minors Act
not as tenants in common ------------------
JT TEN - as joint tenants with (State)
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in the
above list.
--------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers to ___________________________________________________
Please print or typewrite name and address including postal zip
code of assignee _______________________________________________
the within Bond of VIRGINIA ELECTRIC AND POWER COMPANY and
irrevocably constitutes and appoints ___________________________
Attorney to transfer this Bond on the books of the within-named
Company, with full power of substitution in the premises.
Date:___________________________
___________________________________________________
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
BOND IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER. THE
SIGNATURE(S) SHOULD BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY, OR BY A NEW YORK, BOSTON,
MIDWEST, PHILADELPHIA OR PACIFIC STOCK EXCHANGE
MEMBER OR FIRM, WHOSE SIGNATURE IS KNOWN TO THE
REGISTRAR.<PAGE>
<PAGE>
Exhibit 12
VIRGINIA ELECTRIC AND POWER COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(thousands except ratios)
1994 1993 1992 1991 1990
Net Income.......$447,144 $ 509,051 $ 469,521 $ 487,379 $ 450,354
Add:Income Taxes. 225,647 257,217 211,295 233,323 213,463
Total............ 672,791 766,268 680,816 720,702 663,817
Fixed Charges:
Interest on
Long-Term Debt.. 291,864 300,152 300,857 335,651 356,279
Other Interest... 7,551 19,121 29,534 27,805 25,927
Estimated Interest
Factor of Rents
Charged to
Operating
Expenses,
Clearing and
Other Accounts 7,132 5,660 6,231 9,999 10,400
Total Fixed
Charges 306,547 324,933 336,622 373,455 392,606
Earnings as
Defined $979,338$1,091,201$1,017,438$1,094,157$1,056,423
Ratio of Earnings
to Fixed Charges 3.19 3.36 3.02 2.93 2.69
