<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY ,1995
FILE NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
VIRGINIA ELECTRIC AND POWER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 54-0418825
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
--------------
ONE JAMES RIVER PLAZA, RICHMOND, VIRGINIA 23219-3932
(804) 771-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
J. KENNERLY DAVIS, JR., VICE PRESIDENT, TREASURER AND CORPORATE SECRETARY
PHILIP W. NICHOLS, CASH MANAGEMENT ADMINISTRATOR
VIRGINIA ELECTRIC AND POWER COMPANY
ONE JAMES RIVER PLAZA, RICHMOND, VIRGINIA 23219-3932
(804) 771-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------
COPIES TO:
JOHN J. BEARDSWORTH, JR. ROBERT L. BURRUS, JR.
RIVERFRONT PLAZA, EAST TOWER ONE JAMES CENTER
RICHMOND, VIRGINIA 23219 RICHMOND, VIRGINIA 23219
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER EFFECTIVENESS.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
--------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(*) OFFERING PRICE(*) REGISTRATION FEE
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<S> <C> <C> <C> <C>
First and Refunding
Mortgage Bonds........ $500,000,000 100% $500,000,000 $172,414
</TABLE>
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(*) Exclusive of accrued interest and estimated solely for the purpose of
calculating the registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus constituting a part of this Registration Statement also relates to
$75,000,000 of the registrant's First and Refunding Mortgage Bonds registered
for sale in a Registration Statement on Form S-3 (File No. 33-50423). This
Registration Statement also constitutes Post-Effective Amendment No. 1 with
respect to Registration Statement No. 33-50423 and such Post-Effective
Amendment shall become effective concurrently with the effectiveness of this
Registration Statement in accordance with Section 8(c) of the Securities Act of
1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS
--------------
Virginia Electric and Power Company (the Company) intends to offer from time
to time in one or more series, up to $575,000,000 aggregate principal amount of
its First and Refunding Mortgage Bonds (the Bonds), at prices and upon terms to
be determined at the time each agreement is entered into for the sale of Bonds.
This Prospectus will be supplemented by one or more prospectus supplements
(each a Prospectus Supplement) that will reflect the agreement(s) entered into
by the Company for each sale of Bonds and will set forth the specific
designation, aggregate principal amount, maturity, proceeds to the Company,
initial public offering price, interest rate, redemption and sinking fund
provisions, if any, and other specific terms applicable to the Bonds then being
offered and sold.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
--------------
The Bonds will be sold in accordance with the plan of distribution described
in Plan Of Distribution herein.
--------------
The date of this Prospectus is May 24, 1995
<PAGE>
AVAILABLE INFORMATION
THE COMPANY IS SUBJECT TO THE INFORMATION REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934 (THE 1934 ACT) AND, IN ACCORDANCE THEREWITH, FILES REPORTS
AND OTHER INFORMATION WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
COMMISSION). REPORTS AND OTHER INFORMATION FILED BY THE COMPANY CAN BE
INSPECTED AND COPIED AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE
COMMISSION AT 450 FIFTH STREET, N.W., ROOM 1024, WASHINGTON, D.C. 20549-1004,
AND AT THE FOLLOWING REGIONAL OFFICES: CHICAGO REGIONAL OFFICE, EVERETT
NORTHWESTERN ATRIUM CENTER, 500 WEST MADISON STREET, SUITE 1400, CHICAGO,
ILLINOIS 60661; AND NEW YORK REGIONAL OFFICE, 7 WORLD TRADE CENTER, 13TH FLOOR,
NEW YORK, NEW YORK 10048. COPIES OF SUCH MATERIAL ALSO CAN BE OBTAINED FROM THE
PUBLIC REFERENCE SECTION OF THE COMMISSION AT 450 FIFTH STREET, N.W.,
WASHINGTON, D.C. 20549-1004, AT PRESCRIBED RATES. CERTAIN SECURITIES OF THE
COMPANY ARE LISTED ON THE NEW YORK STOCK EXCHANGE. REPORTS AND OTHER
INFORMATION CONCERNING THE COMPANY CAN BE INSPECTED AT THE OFFICE OF THE NEW
YORK STOCK EXCHANGE, ROOM 401, 20 BROAD STREET, NEW YORK, NEW YORK 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the 1934 Act,
are hereby incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
3. The Company's Current Reports on Form 8-K, dated February 21, 1995,
March 22, 1995 and April 17, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Bonds shall be deemed to be incorporated in
this Prospectus by reference and to be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is deemed to be incorporated
by reference herein or in a Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, upon request of such person, a copy of any or all of the documents
referred to above that have been or may be incorporated in this Prospectus by
reference, other than exhibits to such documents. Requests for such copies
should be directed to Corporate Secretary, Virginia Electric and Power Company,
One James River Plaza, P.O. Box 26666, Richmond, Virginia 23261-6666, telephone
(804) 771-3000.
THE COMPANY
The Company was incorporated in Virginia in 1909, and has its principal
office at One James River Plaza, Richmond, Virginia 23219-3932, telephone (804)
771-3000. The Company is a wholly owned subsidiary of Dominion Resources, Inc.
(Dominion Resources).
The Company is a regulated public utility engaged in the generation,
purchase, transmission, distribution and sale of electric energy within a
30,000 square mile service area in Virginia and in northeastern North Carolina.
It transacts business under the name Virginia Power in Virginia and under the
name North Carolina Power in North Carolina. Its Virginia service area
comprises about 65% of Virginia's total land area but accounts for over 80% of
its population.
2
<PAGE>
DESCRIPTION OF THE BONDS
The following description sets forth certain general terms and provisions of
the Bonds to which any Prospectus Supplement will relate. The particular terms
of the Bonds offered by any Prospectus Supplement will be described in such
Prospectus Supplement.
The Bonds will constitute one or more new series of the Company's First and
Refunding Mortgage Bonds issued under an Indenture dated November 1, 1935, as
supplemented and modified by eighty-four supplemental indentures and as to be
supplemented by one or more additional supplemental indentures to be entered
into in connection with each new series of Bonds. The Indenture and all such
supplemental indentures are collectively referred to as the Mortgage. The
Mortgage is an Exhibit to the Registration Statement of which this Prospectus
is a part. The Trustee under the Mortgage is The Chase Manhattan Bank (National
Association) (the Trustee). The Bonds may be transferred or exchanged at the
corporate trust office of the Trustee in New York City.
The statements herein concerning the Bonds and the Mortgage are merely
descriptive and do not purport to be complete. They are qualified in their
entirety by express reference to the cited Sections and Articles of the
Mortgage. Terms defined in the Mortgage are used herein as so defined.
INTEREST AND PAYMENT
The Bonds will bear interest from their issue date at the rate shown in the
Prospectus Supplement relating thereto, payable semi-annually on the interest
payment dates shown in said Prospectus Supplement. The Bonds will mature on the
date shown in the accompanying Prospectus Supplement. Interest will be paid to
the persons in whose names the Bonds are registered at the close of business on
the 15th day (whether or not a business day) of the calendar month next
preceding the interest payment date, except for defaulted interest and except
for unmatured accrued interest on Bonds called for redemption on a date other
than an interest payment date. Principal of, premium, if any, and interest on
the Bonds are payable at the office or agency of the Trustee in New York City.
Reference is made to the Prospectus Supplement relating to the particular
series of the Bonds offered thereby for the following terms of said series of
the Bonds: (i) its specific designation; (ii) the aggregate principal amount;
(iii) the date or dates on which said series will mature; (iv) the rate per
annum at which said series will bear interest; (v) if applicable, the date or
dates after which and the price or prices at which said series may, pursuant to
any optional or mandatory redemption provisions, be redeemed at the option of
the Company or of the holder thereof and the other terms and provisions of such
optional or mandatory redemption; and (vi) any other special terms.
SECURITY AND PRIORITY
The Bonds are to be secured, together with all other bonds now or hereafter
issued under the Mortgage, by a direct lien on all public utility property now
or hereafter owned by the Company but subject to the operation of the release
provisions (which in effect permit the disposition of all property in excess of
the amount used under the Mortgage). Prior lien debt on after-acquired property
may be extended or refunded under the same lien until property is certified
under the Mortgage, but not thereafter except upon consent of the holders of
60% in the amount of the bonds issued and outstanding under the Mortgage. (See
Sections 4.03 and 4.07.) There are excepted from the lien all cash, securities,
accounts receivable, agreements, leases, materials and supplies, automotive
equipment, timber, coal and other minerals under the mortgaged land, and
certain other assets. (See Preamble to the Indenture, Part VIII and Fourteenth
Supplemental Indenture, Part VI.) In case of a merger, consolidation or sale of
substantially all of the assets of the Company, the lien may be limited to the
system of the Company at that time. (See Sections 8.02, 8.03 and 8.04.)
3
<PAGE>
The lien of the Mortgage is, subject to due recording and filing, a first
lien junior only to (i) statutory liens and equitable priorities for taxes,
services, materials and supplies and (ii) pre-existing liens on after-acquired
property.
MAINTENANCE AND IMPROVEMENT FUND
The terms of the Twenty-Fifth Supplemental Indenture pursuant to which the
First and Refunding Mortgage Bonds, Series U were issued, obligate the Company
for so long as such bonds remain outstanding to pay the Trustee on April 1 of
each year through 1997 the amount, if any, by which 15% of total operating
revenues (less (i) the cost of electricity purchased for resale and (ii)
rentals paid by the Company for electric properties) from December 31, 1944, to
the close of the next preceding calendar year shall exceed the sum of the
following credits: (a) expenditures in such period for maintenance and repairs
or renewals and replacements and (b) certain miscellaneous credits, including
release moneys held by the Trustee at the close of such period and any cash and
bonds in the fund at the close of such period, except that, in lieu of paying
cash, the Company may use as an additional credit any net amount of additional
property or principal amount of retired bonds or refundable debt that the
Company has previously certified to the fund or that it may then certify from
the balance otherwise available for issuance of bonds. (See Issuance of Bonds
below.) No additional credit so used may subsequently be used for other
purposes under the Mortgage until replaced by an equal amount of other
permitted credits or cash or bonds. The obligation to the fund has been
satisfied in the past by the use of cash and additional credits, which credits
included the First and Refunding Mortgage Bonds of 1981, Series A, in the
aggregate principal amount of $100 million, which were redeemed at 100% of the
principal amount thereof with the cash proceeds of released property deposited
in the fund. Credits so used may be reinstated by the deposit of cash in the
fund in which event such cash may be applied to the redemption of certain
series of bonds as to which such a redemption is not prohibited. In addition,
cash or bonds in the fund may be withdrawn on the basis of credits later
certified or cash may be applied to the retirement of refundable debt. (See
Third Supplemental Indenture Section 3.01.) The First and Refunding Mortgage
Bonds, Series U mature in 1997, but such bonds are redeemable prior to their
maturity at the option of the Company.
MODIFICATION
With the consent of the holders of 75% in amount of all bonds issued and
outstanding under the Indenture (including at least 60% in amount of each
affected series), any default may be waived except for a default in the payment
of principal or interest at their due dates and the Mortgage may be changed in
any way except to extend the due dates of principal or interest or reduce the
amount of principal, interest or premium, if any. (See Section 7.24 and Article
14.)
ISSUANCE OF BONDS
Additional bonds of any series may be issued from time to time without limit
in aggregate amount, but not in excess of the amount authorized by the
Company's stockholder (presently $5 billion), on the following bases:
1. Up to 60% of the net amount of additional property certified under
Section 2.03 and subject to no senior lien except permitted liens and liens
securing refundable debt, but only if net earnings (in 12 consecutive
months within the 15 next previous months), after depreciation but before
income taxes, are at least twice the annual interest charges on all bonds
then outstanding or applied for and any indebtedness secured by senior
liens. But no more than 20% of total net earnings may be from non-operating
income, principally Allowance for Funds Used During Construction, and the
aggregate of maintenance and repairs and depreciation shall be not less
than 15% of total operating revenues (less (i) the cost of electricity
purchased for resale and (ii) rentals paid by the Company for electric
properties) for such period. Refundable debt may not exceed 60% of the
property securing it or 15% of the bonds outstanding or issuable and is
deducted from the amount of bonds otherwise issuable. (See Sections 2.02,
2.03, 2.08, 2.09 and 4.16.)
4
<PAGE>
2. Up to the amount of bonds or refundable debt retired (unless from
certain funds). (See Sections 2.02, 2.04, 2.05, 2.08 and 2.09.)
3. Up to the amount of cash deposited for the purpose, but only if net
earnings are as required in 1 above. The cash may be withdrawn in the
amount of the bonds issuable as shown in 1 and 2 above, without regard to
earnings. This is the only restriction on the disposition of proceeds of
additional bonds. (See Sections 2.02, 2.06 and 2.07.)
The Bonds will be issued on the basis set forth in 1 or 2 above.
RELEASE AND SUBSTITUTION OF SECURITY
Property may be released upon filing a Credit Certificate or upon depositing
cash in the amount of its value (which then may be withdrawn upon filing a
Credit Certificate). The Credit Certificate supplies evidence, between formal
certifications under Section 2.03, that credits previously established on the
basis of property acquisition or bonds or refundable debt retirement have not
been exhausted by showing that the retirements not yet certified are less than
the balance of such credits that would remain unused after the action then
sought (including in such credits the amount of additional property not
formally certified and the amount of release moneys, etc., then held by the
Trustee). Instead of cash, purchase money bonds or bonds of the United States
or any State or a political subdivision thereof may be deposited. Special
provisions are made for property and cash subject to senior liens and for
refundable debt held in pledge. (See Section 2.09(q), Article 5 and Article 6.)
DEFAULTS AND ACTION BY TRUSTEE
An event of default includes default in payment of principal of any series of
bonds issued under the Mortgage, continuous default for 90 days in payment of
interest on any series of such bonds (except that such default need only
continue for 30 days in the case of certain series), default for 90 days after
notice in the performance of any other covenant in the Mortgage and the
occurrence of certain bankruptcy-related events. (See Section 7.01.) During an
event of default, the Trustee must use the same degree of care and skill as a
prudent man in the conduct of his own affairs. Subject to that standard, a
majority in amount of bonds issued under the Mortgage is necessary to require
the Trustee to take action, and the Trustee is entitled first to be indemnified
to its satisfaction. (See Section 7.20 and Third Supplemental Indenture
Sections 7.02 and 7.03.) The Company is required to report annually to the
Trustee that it is not in default under the Indenture. (See Third Supplemental
Indenture Section 6.03.)
LISTING
The Bonds will not be listed on any national or regional securities exchange.
PLAN OF DISTRIBUTION
The Company may sell the Bonds (a) through underwriters or dealers, (b)
directly to a limited number of purchasers or to a single purchaser or (c)
through agents. The Prospectus Supplement with respect to each series of the
Bonds will set forth the terms of the offering of such series, including the
name or names of any underwriters, dealers or agents acting in connection with
the offering of said series, the initial public offering price or purchase
price from the Company, any terms or provisions for delayed delivery of such
Bonds, the proceeds to the Company, any discounts and other items constituting
underwriters', dealers' or agents' compensation and discounts or concessions to
be allowed or reallowed or paid to dealers. The initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers with
respect to any series of the Bonds may be changed from time to time.
5
<PAGE>
If underwriters are used in the sale of any series of the Bonds, such series
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed offering price determined at the time of sale. Such
series may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
underwriters. Underwriters, if any, with respect to each series of the Bonds
will be named in the Prospectus Supplement relating thereto and, if any
underwriting syndicate is used, the managing underwriters will be named on the
cover page of such Prospectus Supplement. Unless otherwise set forth in such
Prospectus Supplement, the obligations of underwriters to purchase any series
of the Bonds will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all the Bonds of such series if any
are purchased.
If any series of the Bonds is sold through one or more agents designated by
the Company from time to time, each agent involved in the offer or sale of such
series will be named, and any commissions payable by the Company to each such
agent will be set forth, in the Prospectus Supplement relating thereto. Unless
otherwise indicated in such Prospectus Supplement, each such agent will be
acting on a best efforts basis for the period of its appointment.
The Company may agree to indemnify the underwriters or agents named in a
Prospectus Supplement against certain liabilities, including liabilities under
the Securities Act of 1933.
USE OF PROCEEDS
The net proceeds from the issuance and sale of the Bonds will be used to meet
a portion of the Company's capital requirements. Such requirements consist
principally of construction, upgrading and maintenance expenditures and
refunding of outstanding securities. Reference is made to the applicable
Prospectus Supplement for the use of the net proceeds from the sale of a
particular series of Bonds. Pending use by the Company, the net proceeds from
the sale of the Bonds will be invested by the Company.
RATIO OF EARNINGS TO FIXED CHARGES
In the ratio of earnings to fixed charges, earnings are determined by adding
taxes on income and fixed charges to Net Income. Fixed charges consist of
interest charges (without reduction for Allowance for Funds Used During
Construction) on long-term and short-term debt, and such portion of rentals as
is representative of the interest factor. These earnings are then divided by
total fixed charges.
<TABLE>
<CAPTION>
12 MONTHS
ENDED YEARS
MARCH 31, ------------------------
1995 1994 1993 1992 1991 1990
--------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges........... 3.08 3.19 3.36 3.02 2.93 2.69
</TABLE>
EXPERTS
The financial statements in the Company's Annual Report on Form 10-K filed
with the Commission, which is incorporated in this Prospectus by reference,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report included in such Form 10-K. Such financial statements have been so
incorporated in reliance upon the report of Deloitte & Touche LLP, also
incorporated herein by reference, which report is given upon their authority as
experts in accounting and auditing.
Legal conclusions relating to the Company's franchises and title to its
properties in the Company's Annual Report on Form 10-K and legal conclusions
under Description Of The Bonds, including limitations upon the Company's
issuance of bonds, herein have been reviewed by Hunton & Williams,
6
<PAGE>
Richmond, Virginia, except that, insofar as matters relating to title to
properties are governed by the laws of West Virginia, they have been reviewed
by Jackson & Kelly, Charleston, West Virginia. The statements are included on
the authority of such firms, respectively, as experts.
LEGAL OPINIONS
Certain legal matters in connection with the Bonds will be passed upon for
the Company by Hunton & Williams, Richmond, Virginia, and, as to West Virginia
law, by Jackson & Kelly, Charleston, West Virginia, and for any underwriters,
dealers or agents, by McGuire, Woods, Battle & Boothe, L.L.P., Richmond,
Virginia, which also performs certain legal services for Dominion Resources and
its affiliates on other matters.
7
<PAGE>
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY SUPPLEMENT HERETO
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS AND ANY SUPPLEMENT HERETO DO
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SE-
CURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS OR ANY SUPPLE-
MENT HERETO OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SE-
CURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO NOR ANY SALE
MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLI-
CATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
--------
CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 2
Description of the Bonds................................................... 3
Plan of Distribution....................................................... 5
Use of Proceeds............................................................ 6
Ratio of Earnings to Fixed Charges......................................... 6
Experts.................................................................... 6
Legal Opinions............................................................. 7
</TABLE>
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Virginia Electric and Power Company
FIRST AND REFUNDING MORTGAGE BONDS
-----------------
PROSPECTUS
-----------------
MAY , 1995
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<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Fee........................... $172,414
Fees and Expense of Trustee...................................... 71,000
Printing Expenses--Bonds, Supplemental Indenture, etc. .......... 80,000
Counsel Fees..................................................... 90,000
Accountant Fees.................................................. 50,000
Rating Agency Fees............................................... 220,000
Recording Taxes--Supplemental Indentures......................... 200,000
Recording Fees and Expenses--Supplemental Indentures............. 10,000
Miscellaneous.................................................... 9,600
--------
Total.......................................................... $903,014
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Restated Articles of Incorporation, as amended, of the
registrant provides that the registrant shall indemnify its directors and
officers to the fullest extent permitted by law. Article 10, Chapter 9, Title
13.1 of the Code of Virginia of 1950, as amended, permits indemnification of
directors and officers, but does not permit indemnification against willful
misconduct or a knowing violation of the criminal law. The registrant maintains
director and officer liability insurance protecting the registrant's directors
and officers against certain claims resulting from their service in such
capacities, and the registrant from the liability assumed by it in accordance
with Article VI of its Restated Articles of Incorporation, as amended. The
current policy covers all occurrences during the period ending September 1,
1995, and is expected to be renewed in the ordinary course of business. In
general, the policy provides coverage for any misstatement, misleading
statement, act, omission, neglect or breach of duty committed or attempted by a
director or officer, but excludes, among other things, acts of deliberate
dishonesty, and acts for personal profit or advantage to which the director or
officer was not entitled.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1 --Proposed form of Underwriting Agreement relating to issuance and
sale of the Bonds (filed herewith).
4(i) --Indenture of Mortgage Company, dated November 1, 1935, as
supplemented and modified by fifty-eight supplemental indentures
(Exhibit 4(ii), Form 10-K for the year ended December 31, 1985, File
No. 1-2255, incorporated by reference).
4(ii) --Fifty-Ninth Supplemental Indenture, dated April 1, 1986 (Exhibit
4(ii), Form 10-Q for the quarter ended March 31, 1986, File No. 1-
2255, incorporated by reference).
4(iii) --Sixtieth Supplemental Indenture, dated November 1, 1986 (Exhibit
4(ii), Form 10-Q for the quarter ended September 30, 1986, File No.
1-2255, incorporated by reference).
4(iv) --Sixty-First Supplemental Indenture, dated June 1, 1987 (Exhibit
4(ii), Form 8-K dated June 2, 1987, File No. 1-2255, incorporated by
reference).
4(v) --Sixty-Second Supplemental Indenture, dated November 1, 1987 (Exhibit
4(i), Form 8-K dated November 3, 1987, File No. 1-2255, incorporated
by reference).
4(vi) --Sixty-Third Supplemental Indenture, dated June 1, 1988 (Exhibit
4(i), Form 8-K dated June 8, 1988, File No. 1-2255, incorporated by
reference).
</TABLE>
R-1
<PAGE>
<TABLE>
<C> <S>
4(vii) --Sixty-Fourth Supplemental Indenture, dated February 1, 1989
(Exhibit 4(i), Form 8-K dated February 8, 1989, File No. 1-2255,
incorporated by reference).
4(viii) --Sixty-Fifth Supplemental Indenture, dated June 1, 1989 (Exhibit
4(i), Form 8-K dated June 22, 1989, File No. 1-2255, incorporated
by reference).
4(ix) --Sixty-Sixth Supplemental Indenture, dated March 1, 1990 (Exhibit
4(i), Form 8-K dated February 27, 1990, File No. 1-2255,
incorporated by reference).
4(x) --Sixty-Seventh Supplemental Indenture, dated April 1, 1991 (Exhibit
4(i), Form 8-K dated April 2, 1991, File No. 1-2255, incorporated
by reference).
4(xi) --Sixty-Eighth Supplemental Indenture, dated March 1, 1992, Exhibit
4(i), Sixty-Ninth Supplemental Indenture, dated March 1, 1992,
Exhibit 4(ii) and Seventieth Supplemental Indenture, dated March 1,
1992, Exhibit 4(iii) (Form 8-K dated February 25, 1992, File No. 1-
2255, incorporated by reference).
4(xii) --Seventy-First Supplemental Indenture, dated July 1, 1992, Exhibit
4(i) and Seventy-Second Supplemental Indenture, dated July 1, 1992,
Exhibit 4(ii) (Form 8-K dated July 7, 1992, File No. 1-2255,
incorporated by reference).
4(xiii) --Seventy-Third Supplemental Indenture, dated August 1, 1992
(Exhibit 4(i), Form 8-K dated August 6, 1992, File No. 1-2255,
incorporated by reference).
4(xiv) --Seventy-Fourth Supplemental Indenture, dated February 1, 1993
(Exhibit 4(i), Form 8-K dated February 10, 1993, File No. 1-2255,
incorporated by reference).
4(xv) --Seventy-Fifth Supplemental Indenture, dated April 1, 1993 (Exhibit
4(i), Form 8-K dated April 6, 1993, File No. 1-2255, incorporated
by reference).
4(xvi) --Seventy-Sixth Supplemental Indenture, dated April 1, 1993 (Exhibit
4(i), Form 8-K dated April 21, 1993, File No. 1-2255, incorporated
by reference).
4(xvii) --Seventy-Seventh Supplemental Indenture, dated June 1, 1993
(Exhibit 4(i), Form 8-K dated June 8, 1993, File No. 1-2255,
incorporated by reference).
4(xviii) --Seventy-Eighth Supplemental Indenture, dated August 1, 1993
(Exhibit 4(i), Form 8-K dated August 10, 1993, File No. 1-2255,
incorporated by reference).
4(xix) --Seventy-Ninth Supplemental Indenture, dated August 1, 1993
(Exhibit 4(i), Form 8-K dated August 10, 1993, File No. 1-2255,
incorporated by reference).
4(xx) --Eightieth Supplemental Indenture, dated October 1, 1993 (Exhibit
4(i), Form 8-K dated October 12, 1993, File No. 1-2255,
incorporated by reference).
4(xxi) --Eighty-First Supplemental Indenture, dated January 1, 1994
(Exhibit 4(iii), Form 10-K for the fiscal year ended December 31,
1993, File No. 1-2255, incorporated by reference).
4(xxii) --Eighty-Second Supplemental Indenture, dated January 1, 1994
(Exhibit 4(i), Form 8-K dated January 18, 1994, File No. 1-2255,
incorporated by reference).
4(xxiii) --Eighty-Third Supplemental Indenture, dated October 1, 1994
(Exhibit 4(i), Form 8-K dated October 19, 1994, File No. 1-2255,
incorporated by reference).
4(xxiv) --Eighty-Fourth Supplemental Indenture, dated March 1, 1995 (Exhibit
4(i), Form 8-K dated March 22, 1995, File No. 1-2255, incorporated
by reference).
4(xxv) --Proposed form of Supplemental Indenture (filed herewith).
4(xxvi) --Proposed form of Bond (filed herewith).
5 --Opinion of Hunton & Williams (filed herewith).
</TABLE>
R-2
<PAGE>
<TABLE>
<C> <S>
12 --Statements regarding computation of ratios (filed herewith).
23(i) --Consent of Hunton & Williams (contained in Exhibit 5).
23(ii) --Consent of Jackson & Kelly (filed herewith).
23(iii) --Consent of Deloitte & Touche LLP (filed herewith).
24 --Power of Attorney (included herein).
25 --Statement of eligibility of Trustee (filed herewith).
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i)To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission
R-3
<PAGE>
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes each Agent for
Service named in the registration statement, as attorney-in-fact, to sign on
his behalf individually and in each capacity stated below and file all
amendments and post-effective amendments to the registration statement, and the
registrant hereby confers like authority to sign and file on its behalf.
R-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF RICHMOND, COMMONWEALTH OF VIRGINIA, ON THE 24TH DAY
OF MAY, 1995.
Virginia Electric and Power Company
By John B. Adams, Jr.
----------------------------------
(JOHN B. ADAMS, JR.
CHAIRMAN OF THE BOARD OF DIRECTORS)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATES INDICATED.
SIGNATURES TITLE DATE
---------- ----- ----
John B. Adams, Jr. Chairman of the May 24, 1995
------------------------------------- Board of Directors
JOHN B. ADAMS, JR. and Director
J. T. Rhodes President (Chief May 24, 1995
------------------------------------- Executive Officer)
J. T. RHODES and Director
T. L. Baucom Director May 24, 1995
-------------------------------------
TYNDALL L. BAUCOM
James F. Betts Director May 24, 1995
-------------------------------------
JAMES F. BETTS
Benjamin J. Lambert, III Director May 24, 1995
-------------------------------------
BENJAMIN J. LAMBERT, III
Richard L. Leatherwood Director May 24, 1995
-------------------------------------
RICHARD L. LEATHERWOOD
Harvey L. Lindsay, Jr. Director May 24, 1995
-------------------------------------
HARVEY L. LINDSAY, JR.
------------------------------------- Director May 24, 1995
WILLIAM T. ROOS
R. L. Sharp Director May 24, 1995
-------------------------------------
RICHARD L. SHARP
Robert H. Spilman Director May 24, 1995
-------------------------------------
ROBERT H. SPILMAN
William G. Thomas Director May 24, 1995
-------------------------------------
WILLIAM G. THOMAS
R. E. Rigsby Senior Vice May 24, 1995
------------------------------------- President--Finance
R. E. RIGSBY and Controller
(Chief Financial
Officer and
Principal
Accounting Officer)
R-5
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ------
1 --Proposed form of Underwriting Agreement relating to
issuance and sale of the Bonds (filed herewith).
4(i) --Indenture of Mortgage of Company, dated November 1,
1935, as supplemented and modified by fifty-eight
supplemental indentures (Exhibit 4(ii), Form 10-K for
the year ended December 31, 1985, File No. 1-2255,
incorporated by reference).
4(ii) --Fifty-Ninth Supplemental Indenture, dated April 1, 1986
(Exhibit 4(ii), Form 10-Q for the quarter ended March 31,
1986, File No. 1-2255, incorporated by reference).
4(iii) --Sixtieth Supplemental Indenture, dated November 1, 1986
(Exhibit 4(ii), Form 10-Q for the quarter ended
September 30, 1986, File No. 1-2255, incorporated by
reference).
4(iv) --Sixty-First Supplemental Indenture, dated June 1, 1987
(Exhibit 4(ii), Form 8-K dated June 2, 1987, File
No. 1-2255, incorporated by reference).
4(v) --Sixty-Second Supplemental Indenture, dated November 1,
1987 (Exhibit 4(i), Form 8-K dated November 3, 1987, File
No. 1-2255, incorporated by reference).
4(vi) --Sixty-Third Supplemental Indenture, dated June 1, 1988
(Exhibit 4(i), Form 8-K dated June 8, 1988, File
No. 1-2255, incorporated by reference).
4(vii) --Sixty-Fourth Supplemental Indenture, dated February 1,
1989 (Exhibit 4(i), Form 8-K dated February 8, 1989, File
No. 1-2255, incorporated by reference).
4(viii) --Sixty-Fifth Supplemental Indenture, dated June 1, 1989
(Exhibit 4(i), Form 8-K dated June 22, 1989, File
No. 1-2255, incorporated by reference).
4(ix) --Sixty-Sixth Supplemental Indenture, dated March 1, 1990
(Exhibit 4(i), Form 8-K dated February 27, 1990, File
No. 1-2255, incorporated by reference).
4(x) --Sixty-Seventh Supplemental Indenture, dated April 1, 1991
(Exhibit 4(i), Form 8-K dated April 2, 1991, File
No. 1-2255, incorporated by reference).
4(xi) --Sixty-Eighth Supplemental Indenture, dated March 1, 1992,
(Exhibit 4(i), Sixty-Ninth Supplemental Indenture, dated
March 1, 1992, Exhibit 4(ii) and Seventieth Supplemental
Indenture, dated March 1, 1992, Exhibit 4(iii) (Form 8-K
dated February 25, 1992, File No. 1-2255, incorporated
by reference).
4(xii) --Seventy-First Supplemental Indenture, dated July 1, 1992,
(Exhibit 4(i) and Seventy-Second Supplemental Indenture,
dated July 1, 1992, Exhibit 4(ii) (Form 8-K dated July 7,
1992, File No. 1-2255, incorporated by reference).
4(xiii) --Seventy-Third Supplemental Indenture, dated August 1, 1992
(Exhibit 4(i), Form 8-K dated August 6, 1992, File
No. 1-2255, incorporated by reference).
4(xiv) --Seventy-Fourth Supplemental Indenture, dated February 1, 1993
(Exhibit 4(i), Form 8-K dated February 10, 1993, File
No. 1-2255, incorporated by reference).
4(xv) --Seventy-Fifth Supplemental Indenture, dated April 1, 1993
(Exhibit 4(i), Form 8-K dated April 6, 1993, File
No. 1-2255, incorporated by reference).
4(xvi) --Seventy-Sixth Supplemental Indenture, dated April 1, 1993
(Exhibit 4(i), Form 8-K dated April 21, 1993, File
No. 1-2255, incorporated by reference).
4(xvii) --Seventy-Seventh Supplemental Indenture, dated June 1, 1993
(Exhibit 4(i), Form 8-K dated June 8, 1993, File
No. 1-2255, incorporated by reference).
4(xviii) --Seventy-Eighth Supplemental Indenture, dated August 1, 1993
(Exhibit 4(i), Form 8-K dated August 10, 1993, File
No. 1-2255, incorporated by reference).
4(xix) --Seventy-Ninth Supplemental Indenture, dated August 1, 1993
(Exhibit 4(i), Form 8-K dated August 10, 1993, File
No. 1-2255, incorporated by reference).
4(xx) --Eightieth Supplemental Indenture, dated October 1, 1993
(Exhibit 4(i), Form 8-K dated October 12, 1993, File
No. 1-2255, incorporated by reference).
4(xxi) --Eighty-First Supplemental Indenture, dated January 1, 1994
(Exhibit 4(iii), Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-2255, incorporated by
reference).
4(xxii) --Eighty-Second Supplemental Indenture, dated January 1, 1994
(Exhibit 4(i), Form 8-K dated January 18, 1994, File
No. 1-2255, incorporated by reference).
4(xxiii) --Eighty-Third Supplemental Indenture, dated October 1, 1994
(Exhibit 4(i), Form 8-K dated October 19, 1994, File
No. 1-2255, incorporated by reference).
4(xxiv) --Eighty-Fourth Supplemental Indenture, dated March 1, 1995
(Exhibit 4(i), Form 8-K dated March 22, 1995, File
No. 1-2255, incorporated by reference).
4(xxv) --Proposed form of Supplemental Indenture (filed herewith).
4(xxvi) --Proposed form of Bond (filed herewith).
5 --Opinion of Hunton & Williams (filed herewith).
12 --Statements regarding computation of ratios (filed herewith).
23(i) --Consent of Hunton & Williams (contained in Exhibit 5).
23(ii) --Consent of Jackson & Kelly (filed herewith).
23(iii) --Consent of Deloitte & Touche LLP (filed herewith).
24 --Power of Attorney (included herein).
25 --Statement of eligibility of Trustee (filed herewith).
<PAGE>
Exhibit 1
VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds
FORM OF UNDERWRITING AGREEMENT
[Date]
[Name of Representative]
as Representative for
the Several Underwriters
named in Schedule II hereto
[Address of Representative]
Ladies and Gentlemen:
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
<PAGE>
-2-
dated November 1, 1935 between the Company and The Chase Manhattan Bank,
National Association, 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-_____, 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 hereinafter 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
<PAGE>
-3-
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, since the respective most recent dates as of which information
is given in the 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 the 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.
<PAGE>
-4-
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. 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 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).
<PAGE>
-5-
(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 Form 10-K of the Company, 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, a Form 10-Q.
(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.
<PAGE>
-6-
(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
<PAGE>
-7-
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 long-term debt of the
Company (including amounts due within one year, but excluding unamortized
discount (net of premium)) 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
<PAGE>
-8-
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 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 the Registration
Statement and Prospectus, and there shall not have been any material
transaction entered into by the Company other than transactions
contemplated by the 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
<PAGE>
-9-
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 the Bonds.
(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.
<PAGE>
-10-
(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
<PAGE>
-11-
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
<PAGE>
-12-
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:
---------------------------------
Title:
The foregoing agreement is
hereby confirmed and accepted,
as of the date first above
written.
[Name of Representative]
By
--------------------------------
Title:
Acting individually and on behalf of
the other several Underwriters named in
Schedule II hereto.
<PAGE>
-13-
SCHEDULE I
Title of Bonds: First and Refunding Mortgage Bonds of 199_,
Series _, ____ %, due [date]
Aggregate Principal Amount: $_____________
Initial Price to Public:
% 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:
% of the principal amount of the Bonds
Specified funds for payment of purchase price (N.Y. Clearing
House Funds unless otherwise specified).
Time of Delivery: [Closing Date and time]
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
National Association
4 Chase MetroTech Center, 3rd Floor
Brooklyn, N.Y.
Address for Notices to the Underwriters:
<PAGE>
-14-
SCHEDULE II
<TABLE>
<CAPTION>
<S> <C>
Principal Amount
Underwriter of Bonds to be Purchased
----------- ------------------------
</TABLE>
<PAGE>
-15-
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 199_
Series _, ____%, due [date]
[Closing Date]
[name and address of
Representative]
Ladies and Gentlemen:
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 $____________ aggregate principal amount of its First
and Refunding Mortgage Bonds of 199_, Series _, ____% due [date] (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 _______-_____ supplemental indentures (said
Indenture of Mortgage as so supplemented and modified being hereinafter called
the "Mortgage"), under which The Chase Manhattan Bank, National Association is
now Trustee, and the purchase of the Bonds by the several Underwriters pursuant
to the Underwriting Agreement dated [date] 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,
<PAGE>
-16-
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.
<PAGE>
-17-
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 the mortgaged
real properties acquired after the admission of the _________-_________
Supplemental Indenture to recordation, to due and prompt recordation of the
_______-_______ 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 ________-_____
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
<PAGE>
-18-
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
_______-_____ 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 opinions 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>
-19-
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 199_
Series _, ____%, due [date]
[Closing Date]
[name and address of
Representative]
Ladies and Gentlemen:
We have acted as counsel for Virginia Electric and Power Company (the
Company) in connection with arrangements for the issuance by the Company of
$____________ aggregate principal amount of its First and Refunding Mortgage
Bonds of 199_ Series _, ____%, due [date] (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
_______-_______ supplemental indentures (such Indenture of Mortgage as so
supplemented and modified being hereinafter called the Mortgage), under which
The Chase Manhattan Bank, National Association is now Trustee, and the purchase
of the Bonds by the several Underwriters pursuant to the Underwriting Agreement
dated [date] 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
<PAGE>
-20-
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 _______-_______ 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
<PAGE>
-21-
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 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 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>
-22-
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 199_
Series _, ____%, due [date]
[Closing Date]
Virginia Electric and Power Company
P. O. Box 26666
Richmond, Virginia 23261
[name and address of
Representative]
Ladies and Gentlemen:
We are familiar with the arrangements for the issuance of $______________
aggregate principal amount of First and Refunding Mortgage Bonds of 199_,
Series _, ____%, due [date] (the Bonds), of Virginia Electric and Power Company
(the Company) under an Indenture of Mortgage dated November 1, 1935, as
supplemented and modified by _______-_____ supplemental indentures (the
Mortgage), and the sale thereof pursuant to an Underwriting Agreement dated
[date] 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 _______-_____ Supplemental Indenture in the office of the
<PAGE>
-23-
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
_______-_____ 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>
Exhibit 4(xxv)
==============================================================================
VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
Trustee.
__________
_________ Supplemental Indenture
Dated ___________, 19__
_________
$________
First and Refunding Mortgage Bonds of 19__, Series__, ____%,
due _______________
==============================================================================
A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY.
<PAGE>
TABLE OF CONTENTS*
------------------
Page
----
Parties...........................................................
Addresses.........................................................
Recitals..........................................................
Consideration Clause..............................................
Granting Clause...................................................
Exception Clause..................................................
Habendum Clause...................................................
Grant in Trust....................................................
ARTICLE 1.
BONDS OF 19__, SERIES __.
(S)1.01. Establishment, form and terms...........................
(S)1.02. Registration, transfer and exchange.....................
(S)1.03. Procedure for payment of interest.......................
[(S)1.04. Redemption..............................................]
[(S)1.05. Special Provisions for certain Institutional Investors..]
[(S)1.06. Funds deposited for maturity [or redemption] to be
immediately available............................]
[ARTICLE 2.
PROVISIONS SUPPLEMENTING THE MORTGAGE.
(S)2.01. _______________________ ................................]
[ARTICLE 3.
ADDITIONAL COVENANTS OF THE COMPANY.
(S)3.01. _______________________ ................................]
ARTICLE [4.]
MISCELLANEOUS PROVISIONS.
(S)[4].01. References to Original Indenture or previous Supplemental
Indentures.............................................
(S)[4].02. The Trustee..............................................
(S)[4].03. Original Indenture and Supplemental Indentures to be read
together...............................................
(S)[4].04. Date of execution........................................
(S)[4].05. Execution in counterparts................................
Testimonium.........................................................
Signatures and Seals................................................
Acknowledgments.....................................................
__________
*This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.
<PAGE>
_______________ SUPPLEMENTAL INDENTURE dated the ____ day of _____, 19__, by and
between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service
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:
<TABLE>
<CAPTION>
Title Dated
----- -----
<S> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
Title Dated
----- -----
<S> <C>
Fifteenth Supplemental Indenture.............. June 1, 1955
Sixteenth " " .............. September 1, 1956
Seventeenth " " .............. 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
</TABLE>
<PAGE>
2
Title Dated
----- -----
Twenty-Sixth Supplemental Indenture............ 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
Fifty-Fourth " " ............ 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
Eighty-Fourth " " ............ March 1, 1995
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.
<PAGE>
3
First and Refunding Mortgage Bonds (the Bonds) are presently outstanding under
the Mortgage as follows [May 30, 1995]:
<TABLE>
<CAPTION>
Principal
Series* Amount*
------- ---------
<S> <C>
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
Bonds of 1995, Series A, 8 1/4%, due March 1, 2025........... 200,000,000
</TABLE>
(*Subject to deletion of retired series or portions thereof and addition of
new series, as issued)
<PAGE>
4
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 19__, Series __, __%, due________ __, ____, to bear interest
from _______ __, 19__, and to be due _______ __, ____ and proposes to issue
$______ 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 $_______ , consisting of $_______ aggregate principal amount of
Bonds presently outstanding and $_______ aggregate principal amount of Bonds of
19__, Series __, which are to be issued after the execution and delivery of this
_____ 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 ____ 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 of and interest on 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, [If specific property is to be mortgaged under the Supplemental
Indenture -- the property hereinafter described, to wit:] [If no specific
property is to be mortgaged under the Supplemental Indenture -- 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.
<PAGE>
5
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.]
[DESCRIPTION OF MORTGAGED PROPERTY.
PART I.
LAND.
All the tracts or parcels of land or interests in land, together with all
the improvements thereon, and all rights, privileges and appurtenances thereunto
belonging or in anywise appertaining, and all equipment, fixtures and apparatus,
property, real, personal and mixed, used in connection therewith, whether
attached to the freehold or not, conveyed to the Company as indicated in the
tables below:
A.
IN VIRGINIA
Recordation
Data
-----------
Book Page
Grantor Recording Office Date of Deed No. No.
------- ---------------- ------------ ---- ----
B.
IN [OTHER STATES]
Recordation
Data
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Book Page
Grantor Recording Office Date of Deed No. No.
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6
PART II.
FRANCHISES.
Grantor Date Granted
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PART III.
ELECTRIC LINES AND SYSTEMS.
All electric lines and systems now owned by the Company, including those
described below:
Length
Beginning Ending In Miles
--------- ------ --------
PART IV.
OTHER PROPERTY.
All other property, real, personal and mixed, tangible and intangible, now
owned by the Company or hereafter acquired, except as herein excepted.
PART V.
INCOME.
All tolls, revenues, earnings, income, rents, issues and profits of all
property hereby mortgaged and conveyed.
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7
PART VI.
PROPERTIES EXCEPTED.
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.]
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 and interest on the Bonds 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
any other Bonds, by reason of priority in time of the issue or negotiation
thereof or otherwise howsoever, 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 19__, Series __.
(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 19__, Series __, ___%, due ______ __, ____ (the
Bonds of 19__, Series __).
There are to be authenticated and delivered $________ principal amount of
Bonds of 19__ Series __, and no further Bonds of 19__, Series __ shall be
authenticated and delivered except upon exchange or transfer pursuant to (S)1.11
of the Original Indenture. The Bonds of 19__, Series __ shall be registered
bonds, without coupons.
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8
The Bonds of 19__, Series __ 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 _______ Supplemental Indenture (and in particular this
(S)1.01 and (S)1.04 hereof) for the Bonds of 19__, Series __.
Each Bond of 19__, Series __ 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 19__, Series __ shall be due on _______ __, ____, and shall
bear interest at the rate of __% per annum, to be paid semi-annually on the
first day of _____ and on the first day of _____ in each year until payment of
the principal thereof. The principal, premium, if any, and interest on the Bonds
of 19__, Series __, 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 19__, Series __ shall be the fifteenth day (whether or not a
business day) of the calendar month next preceding such Interest Payment Date.
Definitive Bonds of 19__, Series __ may be issued in the denomination of
$______, 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 19__, Series __. 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 19__, Series __ 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 19__, Series __ 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 19__, Series __ of any authorized
denominations, of a like aggregate principal amount.
At the option of the registered holder, Bonds of 19__, Series __ may be
exchanged for other Bonds of 19__, Series ___ of any authorized denominations,
of a like aggregate principal amount, upon surrender of Bonds of 19__, Series __
to be exchanged at the office or agency of the Registrar. Whenever any Bonds of
19__, Series __ are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Bonds of 19__, Series __ which
the bondholder making the exchange is entitled to receive.
All Bonds of 19__, Series __ 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 19__,
Series __ surrendered upon such transfer or exchange.
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9
Every Bond of 19__, Series __ 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
19__, Series __, 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 19__, Series __.]
The Company shall not be required (a) to issue, transfer or exchange any
Bonds of 19__, Series __ 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 19__, Series __ and ending at the close of business on
the day of the mailing, or (b) to transfer or exchange any Bonds of 19__, Series
__ 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 19__, Series __.
[(S)1.04. The Bonds of 19__, Series __ 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 _______ __, ____, at the percentages of the principal amount
thereof specified in the following table under the heading "Regular Redemption
Price". The Bonds of 19__, Series __ 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 _____ __, ____, at the percentages of the principal amount thereof
specified in the following table under the heading "Special Redemption Price",
if redeemed (a) by the application of cash from the Maintenance and Improvement
Fund provided by (S)3.01 of the Third Supplemental Indenture, (b) by the
application of Funds in Escrow as defined in (S)6.02 of the Original Indenture
or (c) 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:
<TABLE>
<CAPTION>
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
Price Price Price Price
---------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
10
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).
[But prior to ______ __, ____, the Company may not redeem any of the Bonds
of 19__, Series __, directly or indirectly from or in anticipation of moneys
borrowed involving an interest cost to the Company (calculated in accordance
with accepted financial practice) of less than __% per year.]
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.
[The Company shall not redeem, purchase or otherwise acquire for a
consideration any of the Bonds of 19__, Series __, except by redemption thereof
pursuant to this (S)1.04.]
[No supplemental indenture entered into pursuant to (S)14.01 of the
Original Indenture shall amend or otherwise modify any provision contained in
this (S)1.04 (other than provisions regarding the manner, form and timing of
notice pursuant to the second paragraph of this (S)1.04) without the consent of
all the holders of Bonds of 19__, Series __, then outstanding; nor shall any
default by the Company in the performance of its obligations under this (S)1.04
(other than the manner, form and timing of notice pursuant to the second
paragraph of this (S)1.04), and the consequences thereof, be waived pursuant to
(S)7.24 of the Original Indenture without like consent.]]
[(S)1.05. Irrespective of any provision of the Indenture or of the Bonds of
19__, Series __ to the contrary, so long as any purchaser under one of the
Purchase Agreements (as hereinafter defined), or a nominee thereof, shall be a
registered holder of any of the Bonds of 19__, Series __, or if any other
institutional investor or its nominee or nominees shall at any time be the
registered holder or holders of at least __% of the aggregate principal amount
of Bonds of 19__,
<PAGE>
11
Series __ then outstanding, payment of principal of and interest on any Bond of
19 __, Series __ of which such purchaser or its nominee or such other
institutional investor or its nominee is the registered holder shall be made,
without presentation thereof, by check payable to the order of such holder
mailed to its address as it appears on the Bond Register maintained in
accordance with (S)1.02 hereof on the Interest Payment Date or (in the case of a
redemption in part only of any Bond of 19__, Series __ of which such purchaser
or its nominee or such other institutional investor or its nominee is the
registered holder) the Redemption Date, as the case may be, or to such other
person and address and by such other manner as may be specified by such
purchaser or other institutional investor in Schedule 1 to the Purchase
Agreements, or otherwise, in a written order filed with the Company at least
five days prior to the Interest Payment Date or (in the case of a redemption in
part only of any Bond of 19__, Series __ of which such purchaser or its nominee
or such other institutional investor or its nominee is the registered holder)
the Redemption Date, as the case may be. As a condition to making any such
payment, there shall be filed with the Trustee by such purchaser or other
institutional investor an agreement (designating its nominee or nominees,if any,
and which, in the case of such purchaser, shall be a copy of its Purchase
Agreement referred to in the penultimate paragraph of this (S)1.05) that prior
to the delivery by it upon disposition of any such Bond of 19__, Series __ so
redeemed in part it will make an appropriate endorsement thereon as to all
payments on account of principal thereof.]
[The indemnity agreement of any such purchaser or any such other
institutional investor, without security therefor, shall constitute sufficient
indemnity to the Company and the Trustee for the purposes of (S)1.11 of the
Original Indenture.]
[Any provision of the Indenture or of the Bonds of 19__, Series __ to the
contrary notwithstanding, so long as any such purchaser or its nominee shall be
a registered holder of any of the Bonds of 19__, Series __ or any such
institutional investor or its nominee shall be a registered holder of at least
__% of the aggregate principal amount of the Bonds of 19__, Series __, then
outstanding, in case of the redemption in part only of the Bonds of 19__, Series
__, the Trustee shall prorate the principal amount of such Bonds to be redeemed
among all such Bonds in proportion to the outstanding principal amount thereof
(treating as one Bond all of the Bonds held by registered holders who are not
such purchasers or institutional investors or who are such institutional
investors and hold less than __% of the aggregate principal amount of the Bonds
of 19__, Series __ then outstanding) and shall then designate for redemption
particular Bonds of such series or portions thereof (of $1,000 or any integral
multiple thereof) equal to the principal amount of Bonds to be redeemed so
prorated; provided, however, that in any such prorating pursuant to this
paragraph, the Trustee shall, according to such method as it shall deem proper
in its discretion, make such adjustments by increasing or decreasing by not more
than $1,000 the amount which would be allocable on the basis of exact proportion
to any one or more Bonds, as may be required to provide that the principal
amount so prorated shall be in each instance an integral multiple of $1,000; and
provided, further, that, in case of such a redemption pursuant to the final
sentence of the first paragraph of (S)1.04 hereof, the Trustee shall not prorate
the principal amount of Bonds of 19__, Series __ to be so redeemed among all
Bonds of such series but shall designate for redemption particular Bonds of such
series or portions thereof (of $1,000 or any integral multiple thereof) held by
any registered holder opting for such redemption in accordance with such
holder's instructions contained in the notice of redemption given by such holder
to the
<PAGE>
12
Trustee pursuant to the second paragraph of (S)1.04 hereof.]
[In the case of any such purchaser or institutional investor which acquires
Bonds of 19__, Series __, with funds of a separate account, as such term is
defined in Section 3 of ERISA, or guaranteed fund, such holder shall, with
respect to each such separate account or guaranteed fund, be treated as a
separate registered holder of Bonds of 19__, Series __, for the purposes of the
Indenture.]
[As hereinabove used, the term "Underwriting Agreement" shall mean the
[several] Underwriting Agreement[s], [each] dated ______, 19__, between the
Company and the purchaser[s] named in Schedule I thereto providing for the
original issuance and sale by the Company of the Bonds of 19__, Series __, true
and correct copies of such Underwriting Agreement, certified as such by the
Corporate Secretary or an Assistant Corporate Secretary of the Company, having
been lodged with the Trustee and being available for inspection at its principal
corporate trust office.]
[No supplemental indenture entered into pursuant to (S)14.01 of the
Original Indenture shall amend or otherwise modify any provision contained in
this (S)1.05 without the consent of all the holders of Bonds of 19__, Series __
whose rights or obligations under this (S)1.05 would be affected by such
amendment or modification; nor shall any default by the Company in the
performance of its obligations under this (S)1.05, and the consequences thereof,
be waived pursuant to (S)7.24 of the Original Indenture, without like consent.]
[(S)1.06. 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 19__, Series ___ when the same become due, either at maturity or
otherwise, [or at the date fixed for redemption thereof, pursuant to (S)3.03 or
(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, to be given as in the case of a notice
of redemption of Bonds of 19__, Series __, stating that such funds have been or
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 such notice for and on behalf of the Company. In the case of
a redemption of Bonds of 19__, Series __, such notice may be a part of any
redemption notice published or given prior to or within such 5-day period after
any such deposit or leaving of such funds.]
[ARTICLE 2.
PROVISIONS SUPPLEMENTING THE MORTGAGE.
(S)2.01. [Insert applicable provisions.]]
<PAGE>
13
[ARTICLE 3.
ADDITIONAL COVENANTS OF THE COMPANY.
(S)3.01. [Insert applicable provisions.]]
ARTICLE [4].
MISCELLANEOUS PROVISIONS.
(S)[4].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)[4].02. The recitals in this _________ 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 19__, Series __ and of this ________ Supplemental Indenture as
fully and with like effect as if set forth herein in full.
(S)[4].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
_______ Supplemental Indenture shall be read, taken and construed as one and the
same instrument.
(S)[4].04. Although this _______ Supplemental Indenture is dated for
convenience and for the purpose of reference _____ __, ____, the actual dates of
execution by the Company and by the Trustee are indicated by their respective
acknowledgements hereto annexed.
(S)[4].05. In order to facilitate the recording or filing of this _______
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>
14
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]
By
Vice President
Attest:
Assistant Corporate Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
[SEAL]
By
Vice President
Attest:
Assistant Secretary
<PAGE>
15
COMMONWEALTH OF VIRGINIA:)
) SS.:
CITY OF RICHMOND: )
I, __________, a notary public duly qualified, commissioned,
sworn and acting in and for the City and Commonwealth aforesaid,
hereby certify that on this _____ day of ______, ____:
(Virginia) _____________ and _________________, whose names as Vice
(Maryland) President and Assistant Corporate Secretary of VIRGINIA
ELECTRIC AND POWER COMPANY, a corporation, are signed to the
writing above, bearing date on the _____ day of ______, ____
have acknowledged the same before me in my City aforesaid; and
(West ______________, who signed the writing above and hereto annexed
Virginia) bearing date on the ____ day of ______, ____ 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 ______________ personally came before me and acknowledged that
Carolina) 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 Vice President, sealed with its
corporate seal, and attested by himself as its Assistant
Corporate Secretary.
My commission expires: ____________, ____
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this ____ day of _________, ____.
Notary Public
[SEAL]
<PAGE>
16
STATE OF NEW YORK: )
) SS.:
COUNTY OF NEW YORK: )
I, _________, a notary public duly qualified, commissioned, sworn and
acting in and for the County and State aforesaid, hereby certify that on this
____ day of _______, ____:
(Virginia) ___________ and ___________, whose names as Vice President and
(Maryland) Assistant Secretary of THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a corporation, are signed to the writing above,
bearing date on the ____ day of _____ , ____ have acknowledged
the same before me in my County aforesaid; and
(West ____________, who signed the writing above and hereto annexed
Virginia) bearing date on the ____ day of _______, ____ 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 _____________ personally came before me and acknowledged that
Carolina) he 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 himself as its Assistant
Secretary.
My commission expires: _________, ____
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this ______ day of _________, ____.
Notary Public
[SEAL]
<PAGE>
Exhibit 4(xxvi)
Form of Bond
FACE OF BOND
REGISTERED REGISTERED
No. ______ $___________
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 19__, SERIES __, ____%, DUE _____
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 _________
SEE REVERSE FOR
CERTAIN DEFINITIONS
BONDS OF 19__, BONDS OF 19__,
SERIES __ SERIES __
, or registered assigns, the sum of DOLLARS
or such portion thereof, if any, as shall not therefore have been paid, on
_______, ____ 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 ______ and ______ 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
<PAGE>
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
of, premium, if any, 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 President
mentioned Indenture.
And By
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), Trustee
Corporate Secretary
By
Authorized Officer
[SEAL]
<PAGE>
REVERSE OF BOND
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 19__, SERIES __, ____%,
DUE ______ __, ____
(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 successor 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. Terms used but not defined
herein are used as defined in the Indenture.
[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 cash from the Maintenance and Improvement
Fund provided for in the Indenture, (b) by the application of Funds in Escrow as
defined in the Indenture, or (c) 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"][:
<TABLE>
<CAPTION>
The redemption prices
are as follows:
During the -----------------------
12 Months Regular Special
Beginning Redemption Redemption
Price Price
---------- ---------- ----------
<S> <C> <C>
</TABLE>
<PAGE>
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).]]
[But prior to ____ __, ____ the Company may not redeem any of the Bonds of
this Series directly or indirectly from or in anticipation of moneys borrowed
involving an interest cost to the Company (calculated in accordance with
accepted financial practice) of less than ____% per year).]
[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 when 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
<PAGE>
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 (State)
JT TEN - as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
--------------
<PAGE>
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:___________________________
____________________________________________________
NOTICE: 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) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTIONS (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)
PURSUANT TO S.E.C. RULE 17 RD-15.
<PAGE>
Exhibit 5
HUNTON & WILLIAMS
RIVERFRONT PLAZA, EAST TOWER
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219-4074
May 24, 1995
Virginia Electric and Power Company
Richmond, Virginia 23219
Virginia Electric and Power Company
First and Refunding Mortgage Bonds
----------------------------------
Ladies & Gentlemen:
We consent that this opinion may be filed as an Exhibit to the Registration
Statement on Form S-3 of Virginia Electric and Power Company (the Company) that
is being filed with the Securities and Exchange Commission on or about May
24, 1995 in connection with the proposed registration of up to $500 million
aggregate principal amount of its First and Refunding Mortgage Bonds (the
Bonds), under and pursuant to the Company's Indenture of Mortgage dated November
1, 1935, as heretofore supplemented and modified by eighty-four supplemental
indentures and as to be further supplemented by one or more additional
supplemental indentures (the Supplemental Indentures) to be entered into in
connection with the Bonds (the Mortgage).
We are of the opinion that the Company is a corporation duly organized and
existing under the laws of Virginia, is duly qualified as a foreign corporation
in West Virginia and North Carolina, and has corporate power to conduct its
business and issue the Bonds.
We are further of the opinion that when the steps mentioned in the next
paragraph below shall have been taken, (a) all requisite corporate and
governmental authorizations will have been given for the issuance and sale of
the Bonds (except such governmental authorization as may be necessary under the
blue sky laws of the several states), and (b) the Bonds will be valid, legal and
binding obligations of the Company (subject, as to enforceability, to applicable
bankruptcy, moratorium and similar laws from time to time in force) and
entitled, except as stated below, to the security purportedly afforded by the
Mortgage (except that (i) the lien may not be valid as against purchasers with
respect to real property in Virginia and West Virginia acquired after
recordation of a further supplemental indenture, (ii) the lien with respect to
personal property held by bailees may be defeated and (iii) no opinion is
expressed as to the validity or enforceability of any covenant to pay interest
on defaulted interest). 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 and by the
Atomic Energy Act, as amended (but such laws and Act do not, in our opinion,
make inadequate the remedies necessary to 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.
<PAGE>
HUNTON & WILLIAMS
Virginia Electric and Power Company
May 24, 1995
Page 2
The steps to be taken as indicated in the preceding paragraph are:
(1) authorization of the issuance and sale of the Bonds by the Board of
Directors of the Company and the State Corporation Commission of Virginia;
(2) approval of certain terms of the Bonds by the Executive Committee
of the Company;
(3) compliance with the Securities Act of 1933, as amended;
(4) execution and recordation of the Supplemental Indentures;
(5) filing of the Supplemental Indentures in the office of the
Secretary of State of West Virginia; and
(6) issuance and sale of the Bonds in accordance with such
authorizations.
Insofar as this opinion relates to any matter governed by the laws of West
Virginia, we base it on the opinion of Jackson & Kelly, Charleston, West
Virginia, evidenced by their consents to the statements made in regard to them
under the caption EXPERTS in the Registration Statement. But we express no
opinion with respect to any matter governed by the laws of West Virginia in
regard to property titles, franchises or the lien of the Mortgage.
We hereby consent to the statements made in regard to our firm under the
captions EXPERTS and LEGAL OPINIONS in the Registration Statement.
Very truly yours,
HUNTON & WILLIAMS
<PAGE>
EXHIBIT 12
VIRGINIA ELECTRIC AND POWER COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(thousands except ratios)
<TABLE>
<CAPTION>
12 Months
Ended
March 31, 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C>
Net Income............. $428,706 $447,144 $ 509,051 $ 469,521 $ 487,379 $ 450,354
Add: Income Taxes...... 215,643 225,647 257,217 211,295 233,323 213,463
Total.................. 644,349 672,791 766,268 680,816 720,702 663,817
Fixed Charges:
Interest on
Long-Term Debt........ 294,549 291,864 300,152 300,857 335,651 356,279
Other Interest......... 8,039 7,551 19,121 29,534 27,805 25,927
Estimated Interest
Factor of Rents
Charged to Operating
Expenses, Clearing and
Other Accounts........ 7,647 7,132 5,660 6,231 9,999 10,400
Total Fixed Charges.... 310,235 306,547 324,933 336,622 373,455 392,606
Earnings as Defined.... $954,584 $979,338 $1,091,201 $1,017,438 $1,094,157 $1,056,423
Ratio of Earnings
to Fixed Charges...... 3.08 3.19 3.36 3.02 2.93 2.69
</TABLE>
<PAGE>
Exhibit 23(ii)
JACKSON & KELLY
1600 LAIDLEY TOWER, P. O. Box 553
CHARLESTON, WEST VIRGINIA 25322
--------
May 24, 1995
Virginia Electric and Power Company
Richmond, Virginia 23261
Ladies & Gentlemen:
We hereby consent to the statements made in respect to our firm under the
caption "EXPERTS" appearing in the Registration Statement on Form S-3 (and the
prospectus included therein) of Virginia Electric and Power Company to be filed
on or about May 24, 1995, with the Securities and Exchange Commission
under the provisions of the Securities Act of 1933, as amended, for registration
of up to $500 million aggregate principal amount of its First and Refunding
Mortgage Bonds.
Very truly yours,
JACKSON & KELLY
<PAGE>
Exhibit 23(iii)
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Registration Statement of
Virginia Electric and Power Company on Form S-3 of our report dated February 6,
1995 (which expresses an unqualified opinion and includes an explanatory
paragraph relating to changes in accounting principles), appearing in the Annual
Report on Form 10-K of Virginia Electric and Power Company for the year ended
December 31, 1994, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 24, 1995
<PAGE>
Exhibit 25
Securities Act of 1933 File No. ______
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF
1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)______
-----------------
THE CHASE MANHATTAN BANK
(National Association)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 Chase Manhattan Plaza, New York, New York
(Address of principal executive offices)
10081
(Zip Code)
-----------------
VIRGINIA ELECTRIC AND POWER COMPANY
(Exact name of obligor as specified in its charter)
Virginia
(State or other jurisdiction of incorporation or organization)
54-0418825
(I.R.S. Employer Identification No.)
One James River Plaza
Richmond, Virginia
(Address of principal executive offices)
23261
(Zip Code)
-----------------
First and Refunding Mortgage Bonds
to be issued from time to time
(Title of the indenture securities)
--------------------------------------------------------------------------------
<PAGE>
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The Trustee is not the obligor, nor is the Trustee directly or
indirectly controlling, controlled by, or under common control
with the obligor.
(See Note on Page 2.)
Item 16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility.
*1.-- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-l (Item 12), Registration No. 33-55626.)
*2.-- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which documents
are still in effect. (See Exhibit T-l (Item 12), Registration
No. 2-67437.)
*3.-- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of which
documents are still in effect. (See Exhibit T-l (Item 12),
Registration No. 2-67437).
*4.-- A copy of the existing by-laws of the trustee. (See Exhibit T-l
(Item 12(a)), Registration No. 22-26320.)
*5.-- A copy of each indenture referred to in Item 4, if the obligor
is in default. (Not applicable).
*6.-- The consents of United States institutional trustees required by
Section 321(b) of the Act. (See Exhibit T-l, (Item 12),
Registration No. 22-19019.)
7.-- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its supervising
or examining authority.
---------------
*The Exhibits thus designated are incorporated herein by reference. Following
the description of such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange Commission, to which there
have been no amendments or changes.
---------------
1.
<PAGE>
NOTE
Inasmuch as this Form T-l is filed prior to the ascertainment by the
trustee of all facts on which to base a responsive answer to Item 2 the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an amendment
to this Form T-l.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and the
State of New York, on the 12th day of April, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By Ronald J. Halleran
---------------------
Second Vice President
----------------
2.
<PAGE>
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York at the close of business on December
31, 1994, published in response to call made by Comptroller of the
Currency, under title 12, United States Code, Section 161.
Charter Number 2370
Comptroller of the Currency Northeastern District
Statement of Resources and Liabilities
<TABLE>
<CAPTION>
Thousands
........................................................ASSETS of Dollars
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 4,517,179
Interest-bearing balances 7,001,642
Held to maturity securities 1,593,325
Available-for-sale securities 4,669,255
Federal funds sold and securities purchased under agreements to resell in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold 3,651,850
Securities purchased under agreements to resell 0
Loans and lease financing receivable:
Loans and leases, net of unearned income $ 50,879,818
LESS: Allowance for loan and lease losses 1,073,196
LESS: Allocated transfer risk reserve
-------------
0
Loans and leases, net of unearned income, allowance, and reserve 49,806,622
Assets held in trading accounts 13,112,807
Premiums and fixed assets (including capitalized leases) 1,758,500
Other real estate owned 480,982
Investments in unconsolidated subsidiaries and associated companies 55,722
Customers' liability to this bank on acceptances outstanding 611,839
Intangible assets 787,948
Other assets 6,145,452
---------
TOTAL ASSETS $94,193,123
===========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices $ 29,536,028
Noninterest-bearing $ 11,648,377
Interest-bearing 17,887,651
------------
In foreign offices, Edge and Agreement subsidiaries, and IBFs 36,020,612
Noninterest-bearing $ 2,320,293
Interest-bearing 33,700,319
-------------
Federal funds purchased and securities sold under agreements to repurchase in domestic
offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased 1,014,936
Securities sold under agreements to repurchase 678,033
Demand notes issued to the U.S. Treasury 300,000
Trading liabilities 8,066,477
Other borrowed money:
With original maturity of one year or less 2,940,252
With original maturity of more than one year 427,525
Mortgage indebtedness and obligations under capitalized leases 40,550
Bank's liability on acceptances executed and outstanding 616,531
Subordinated notes and debentures 2,360,000
Other liabilities 5,195,890
---------
TOTAL LIABILITIES 87,196,834
----------
Limited-life preferred stock and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 915,576
Surplus 4,656,010
Undivided profits and capital reserves 1,478,713
Net unrealized holding gains (losses) on available-for-sale securities (64,959)
Cumulative foreign currency translation adjustments 10,949
------
TOTAL EQUITY CAPITAL 6,996,289
---------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $94,193,123
===========
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller
of the above-named bank do hereby declare that this Report of
Condition
<PAGE>
is true and correct to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We, the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Richard J. Boyle Directors
(Signed) Donald H. Trautlein
