<PAGE>
FILE NO. 33-50423
RULE 424(b)(5)
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 6, 1993)
$200,000,000
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1995
SERIES A, 8 1/4%, DUE MARCH 1, 2025
Interest on the First and Refunding Mortgage Bonds of 1995, Series A, 8 1/4%,
due March 1, 2025 (the 1995 Series A Bonds) is payable semiannually on March 1
and September 1 of each year, commencing September 1, 1995. The 1995 Series A
Bonds are redeemable on not less than 30 days' notice at any time, at the
option of the Company, in whole or in part, at the applicable Regular and
Special Redemption Prices set forth herein, together with accrued interest to
the date of redemption; provided, however, that prior to March 1, 2005, the
1995 Series A Bonds may not be redeemed by the Company. The initial Regular
and Special Redemption Prices are 103.48% and 100.00%, respectively. The
Special Redemption Prices are applicable to redemption by application of Funds
in Escrow or upon the acquisition of a majority of the Common Stock of the
Company by a governmental or cooperative body. See Description of the 1995
Series A Bonds herein.
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT THE COMPANY(1)(2)
<S> <C> <C> <C>
Per Bond......................... 98.705% .456% 98.249%
Total............................ $197,410,000 $912,000 $196,498,000
</TABLE>
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(1) Plus accrued interest, if any, from the date of issuance.
(2) Before deduction of expenses payable by the Company estimated at $225,000.
The 1995 Series A Bonds are offered subject to receipt and acceptance by the
Underwriters, to prior sale and to the Underwriters' right to reject any order
in whole or in part and to withdraw, cancel or modify the offer without
notice. It is expected that delivery of the 1995 Series A Bonds will be made
at the office of Salomon Brothers Inc, Seven World Trade Center, New York, New
York, or through the facilities of The Depository Trust Company, on or about
March 29, 1995.
SALOMON BROTHERS INC
CS FIRST BOSTON
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
UBS SECURITIES INC.
TRILON SECURITIES INTERNATIONAL
TUCKER ANTHONY
INCORPORATED
YAMAICHI INTERNATIONAL (AMERICA), INC.
The date of this Prospectus Supplement is March 22, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
USE OF PROCEEDS
The proceeds from the sale of the 1995 Series A Bonds will be added to the
general funds of the Company and will be used to meet a portion of its capital
requirements. Such requirements consist principally of construction, upgrading
and maintenance expenditures and refunding of outstanding securities including
indebtedness owed to its parent, Dominion Resources, Inc., under an
intercompany credit agreement. For a more detailed discussion of the Company's
capital requirements and its financing program, see Business-Capital
Requirements and Financing Program and Management's Discussion and Analysis of
Financial Condition and Results of Operations in the Company's most recent
Annual Report on Form 10-K (incorporated by reference).
SELECTED FINANCIAL INFORMATION
The following summary of financial information for the years 1990-1994 was
derived from, and should be read in conjunction with, the audited financial
statements contained in the Company's most recent Annual Report on Form 10-K.
See Incorporation of Certain Documents by Reference in the accompanying
Prospectus.
<TABLE>
<CAPTION>
YEARS
----------------------------------
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Operating revenues (millions)........... $4,171 $4,187 $3,680 $3,688 $3,462
Operating income (millions)............. 731 813 762 817 806
Income before cumulative effect of a
change in accounting principle
(millions)............................. 447 509 456 487 450
Cumulative effect of a change in
accounting
principle (millions)................... 14
------ ------ ------ ------ ------ ---
Net income (millions)................... 447 509 470 487 450
====== ====== ====== ====== ======
Ratio of earnings to fixed charges...... 3.19 3.36 3.02 2.93 2.69
</TABLE>
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.
S-2
<PAGE>
OTHER SELECTED DATA
<TABLE>
<CAPTION>
YEARS
-------------------------------------------
1994 1993 1992 1991 1990
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Total assets (millions)........... $11,648 $11,521 $11,317 $10,205 $10,105
Number of electric customers
(thousands)...................... 1,899 1,866 1,835 1,806 1,779
Megawatt-hour sales (thousands)... 65,741 65,036 59,317 58,501 54,774
System energy output (percent):
Nuclear......................... 34% 31% 35% 36% 38%
Coal............................ 36 39 41 41 40
Oil............................. 3 3 2 3 2
Purchased power-net............. 23 23 19 18 18
Other........................... 4 4 3 2 2
------- ------- ------- ------- -------
Total.......................... 100% 100% 100% 100% 100%
======= ======= ======= ======= =======
Utility plant expenditures-
including nuclear fuel
(millions)....................... $ 661 $ 713 $ 717 $ 728 $ 803
</TABLE>
DESCRIPTION OF THE 1995 SERIES A BONDS
The 1995 Series A Bonds offered hereby will be created by the Eighty-Fourth
Supplemental Indenture under the Mortgage, in the aggregate principal amount of
$200,000,000. No further Bonds will be issued under said Supplemental
Indenture. The following description of the 1995 Series A Bonds supplements the
description of the Bonds set forth in the accompanying Prospectus under the
heading Description of the Bonds, to which description reference is hereby
made. Terms defined in the Prospectus are used herein as therein defined.
INTEREST AND PAYMENT
The 1995 Series A Bonds will bear interest from their issue date at the rate
shown on the cover, payable semi-annually on September 1 and March 1. The first
interest payment date will be September 1, 1995. The 1995 Series A Bonds will
mature March 1, 2025. Interest will be paid to the persons in whose names the
1995 Series A 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 the 1995 Series A Bonds called for redemption on a date
other than an interest payment date. Principal of, premium, if any, and
interest on the 1995 Series A Bonds are payable at the office or agency of the
Trustee in the City of New York, New York. (See Eighty-Fourth Supplemental
Indenture Sections 1.01 and 1.03 and Twenty-Fifth Supplemental Indenture
Section 1.03.)
REDEMPTION
The 1995 Series A Bonds are redeemable at the option of the Company, in whole
or in part at any time, at the Regular Redemption Prices (expressed in
percentages of the principal amount) shown below. The 1995 Series A Bonds are
also redeemable at the Special Redemption Prices (expressed in percentages of
the principal amount) shown below (a) by Funds in Escrow (consisting chiefly of
release and insurance moneys) or (b) as a whole within 12 months after
acquisitions of a majority of the Common Stock of the Company by any
governmental or cooperative body. However, prior to March 1, 2005, the Company
will not be permitted to redeem any of the 1995 Series A Bonds. (See Eighty-
Fourth Supplemental Indenture Section 1.04.)
S-3
<PAGE>
<TABLE>
<CAPTION>
DURING
THE 12
MONTHS REGULAR SPECIAL
BEGINNING REDEMPTION REDEMPTION
MARCH 1 PRICE PRICE
- --------- ---------- ----------
<S> <C> <C>
2005 103.48% 100.00%
2006 103.13 100.00
2007 102.78 100.00
2008 102.43 100.00
2009 102.09 100.00
2010 101.74 100.00
2011 101.39 100.00
</TABLE>
<TABLE>
<CAPTION>
DURING
THE 12
MONTHS REGULAR SPECIAL
BEGINNING REDEMPTION REDEMPTION
MARCH 1 PRICE PRICE
- --------- ---------- ----------
<S> <C> <C>
2012 101.04% 100.00%
2013 100.70 100.00
2014 100.35 100.00
2015 100.00 100.00
2016 100.00 100.00
2017 100.00 100.00
2018 100.00 100.00
</TABLE>
<TABLE>
<CAPTION>
DURING
THE 12
MONTHS REGULAR SPECIAL
BEGINNING REDEMPTION REDEMPTION
MARCH 1 PRICE PRICE
- --------- ---------- ----------
<S> <C> <C>
2019 100.00% 100.00%
2020 100.00 100.00
2021 100.00 100.00
2022 100.00 100.00
2023 100.00 100.00
2024 100.00 100.00
</TABLE>
ISSUANCE OF THE 1995 SERIES A BONDS
Under the earnings test provisions for the issuance of bonds set forth in the
Prospectus under Issuance of Bonds, about $3.0 billion principal amount of
bonds in addition to the 1995 Series A Bonds could have been issued under the
Mortgage as of December 31, 1994, assuming an interest rate of 8 3/4%. Of the
net amount of additional property certified or available for certification,
there will remain approximately $1.3 billion, after the issuance of the 1995
Series A Bonds and this additional property would permit the issuance of
approximately $.8 billion principal amount of bonds in addition to the 1995
Series A Bonds.
UNDERWRITERS
Subject to the terms and conditions of the Underwriting Agreement between the
Company and the Underwriters named below, the Underwriters have severally
agreed to purchase, and the Company has agreed to sell to them, severally, the
respective principal amounts of the Bonds set forth below:
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
Salomon Brothers Inc..................................... $ 60,000,000
CS First Boston Corporation.............................. 25,000,000
Donaldson, Lufkin & Jenrette Securities Corporation...... 25,000,000
PaineWebber Incorporated................................. 25,000,000
Prudential Securities Incorporated....................... 25,000,000
UBS Securities Inc. ..................................... 25,000,000
Trilon Securities International.......................... 5,000,000
Tucker Anthony Incorporated.............................. 5,000,000
Yamaichi International (America), Inc. .................. 5,000,000
------------
Total................................................... $200,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the 1995 Series A Bonds if any are purchased.
The Company has been advised by the Underwriters that the Underwriters
propose to offer 1995 Series A Bonds to the public initially at the offering
price set forth on the cover page of this Prospectus Supplement and to certain
dealers at such price less a concession not in excess of .400% of the principal
amount of the Bonds. The Underwriters may allow, and such dealers may reallow,
a discount of not in excess of .250% of the principal amount to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.
There is currently no trading market for the 1995 Series A Bonds. The
Underwriters may, but are not obligated to, make a market in the 1995 Series A
Bonds and there can be no assurance that a market for the 1995 Series A Bonds
will develop.
The Underwriting Agreement further provides that the Company will indemnify
the Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
S-4
<PAGE>
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 the underwriters,
dealers or agents, by McGuire, Woods, Battle & Boothe, L.L.P., Richmond,
Virginia, who also performs certain legal services for the Company and its
affiliates on other matters.
S-5
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PRO-
SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PRO-
SPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUP-
PLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURI-
TIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEI-
THER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS 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.
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TABLE OF CONTENTS
PAGE
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
Use of Proceeds............................................................. S-2
Selected Financial Information.............................................. S-2
Other Selected Data......................................................... S-3
Description of the 1995 Series A Bonds...................................... S-3
Underwriters................................................................ S-4
Legal Opinions.............................................................. S-5
PROSPECTUS
Available Information....................................................... 2
Incorporation of Certain Documents by Reference............................. 2
The Company................................................................. 2
Description of the Bonds.................................................... 2
Plan of Distribution........................................................ 5
Use of Proceeds............................................................. 6
Ratio of Earnings to Fixed Charges.......................................... 6
Experts..................................................................... 6
Legal Opinions.............................................................. 6
</TABLE>
$200,000,000
VIRGINIA ELECTRIC
AND
POWER COMPANY
FIRST AND REFUNDING
MORTGAGE BONDS
OF 1995, SERIES A, 8 1/4%,
DUE MARCH 1, 2025
SALOMON BROTHERS INC
CS FIRST BOSTON
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
UBS SECURITIES INC.
TRILON SECURITIES INTERNATIONAL
TUCKER ANTHONY
INCORPORATED
YAMAICHI INTERNATIONAL (AMERICA), INC.
PROSPECTUS SUPPLEMENT
DATED MARCH 22, 1995
