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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 20, 1997
Virginia Electric and Power Company
(Exact name of registrant as specified in its charter)
Virginia 1-2255 54-0418825
(State or other juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
One James River Plaza, Richmond, Virginia 23219-3932
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 771-3000
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
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On February 20, 1997, Virginia Electric and Power Company (the Company)
entered into an underwriting agreement (the Underwriting Agreement) with J.P.
Morgan Securities Inc., as representative of the Underwriters named in Schedule
II of said Underwriting Agreement, for the sale in the aggregate of $200 million
principal amount of the Company's First and Refunding Mortgage Bonds. Such
bonds, which are designated the First and Refunding Mortgage Bonds of 1997,
Series A, 6 3/4%, due February 1, 2007, are a portion of the $500 million amount
of the First and Refunding Mortgage Bonds that were registered by the Company
pursuant to a registration statement on Form S-3 under Rule 415 under the
Securities Act of 1933, which registration statement was declared effective on
May 31, 1995 (File No. 33-59581), and the remaining $75 million of the Company's
First and Refunding Mortgage Bonds registered pursuant to Registration Statement
33-50423, as to which Registration Statement No. 33-59581 constituted Post-
Effective Amendment No. 1 pursuant to Rule 429 under the Securities Act of 1933,
as amended. A copy of the Underwriting Agreement including exhibits thereto, is
filed as Exhibit 1 to this Form 8-K.
The designation of, and the terms and conditions applicable to, the First
and Refunding Mortgage Bonds of 1997, Series A, 6 3/4%, due February 1, 2007
were established as set forth in the Eighty-Fifth Supplemental Indenture to the
Company's Indenture of Mortgage, dated November 1, 1935, as supplemented and
modified, and have been approved by the Board of Directors of the Company. A
copy of said Supplemental Indenture is filed as Exhibit 4(i) to this Form 8-K.
EXHIBITS:
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1 Underwriting Agreement, dated February 20, 1997, between the Company
and J.P. Morgan Securities Inc., as representative of the
Underwriters named in Schedule II of said Underwriting Agreement
(filed herewith).
4(i) Form of Eighty-Fifth Supplemental Indenture, dated February 1, 1997,
as approved by the Company's Board of Directors, pursuant to which the
First and Refunding Mortgage Bonds of 1997, Series A, 6 3/4%, due
February 1, 2007, will be issued (filed herewith).
4(ii) Form of First and Refunding Mortgage Bonds of 1997, Series A, 6 3/4%,
due February 1, 2007 (filed herewith).
12 Statement regarding computation of ratios (filed herewith).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIRGINIA ELECTRIC AND POWER COMPANY
Registrant
J. Kennerly Davis, Jr.
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J. Kennerly Davis, Jr.
Vice President-Finance,
Treasurer and Corporate Secretary
Date: February 20, 1997
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EXHIBIT 1
VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds
UNDERWRITING AGREEMENT
February 20, 1997
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260-0060
as Representative for
the Several Underwriters
named in Schedule II hereto
Dear Sirs:
The undersigned, Virginia Electric and Power Company (the Company),
hereby confirms its agreement with the several Underwriters named in Schedule II
hereto (the Agreement) with respect to the sale to the several Underwriters of
certain of its First and Refunding Mortgage Bonds (the Mortgage Bonds) specified
in Schedule I hereto (the Mortgage Bonds so specified being referred to herein
as the Bonds), and the public offering thereof by the several Underwriters, upon
the terms specified in Schedule I hereto.
1. Underwriters and Representative. The term "Underwriters" as
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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
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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
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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 for the purchase of such Bonds. The
Bonds will be issued under the Company's Indenture of Mortgage dated November 1,
1935 between the Company and The Chase Manhattan Bank, 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
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represents and warrants to, and agrees with, the Underwriters that:
(a) A registration statement, No. 33-59581, on Form S-3 for
the registration of the Mortgage Bonds under the Securities Act of
1933, as amended (the Securities Act), which constitutes Post-Effective
Amendment No. 1 of Registration Statement No. 33-50423 pursuant to Rule
429 under 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
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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 paragraph (b) shall
not apply to statements in or omissions from the Registration Statement
or the Prospectus made in reliance upon information furnished herein or
in writing to the Company by the Underwriters or on the Underwriters'
behalf for use in the Registration Statement or Prospectus; and
provided, further, that the foregoing representations and warranties
are given on the basis that any statement contained in an Incorporated
Document shall be deemed to be modified or superseded for purposes of
the Registration Statement or Prospectus to the extent that the
statement has been modified or superseded by any statement in a
subsequently filed Incorporated Document or in the Registration
Statement or Prospectus.
(c) Deloitte & Touche LLP, who have examined certain of
the financial statements filed with the Commission and incorporated by
reference in the Registration Statement, are independent public
accountants as required by the Securities
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Act and the rules and regulations of the Commission thereunder.
(d) Except as reflected in, or contemplated by, the
Registration Statement and Prospectus, 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 each
of 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.
4. Public Offering. On the basis of the representations and warranties
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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.
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5. Time and Place of Closing. Delivery of the Bonds to, and payment
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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 Section 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 wire transfer of immediately available 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:
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(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 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
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this Agreement and the Supplemental Indenture, (ii) the preparation,
issue and delivery of certificates for the Bonds, (iii) any fees and
expenses of the Trustee and (iv) the printing and delivery to the
Underwriters in reasonable quantities of copies of the Registration
Statement and the Prospectus (each as originally filed and as
subsequently amended). The Company also will pay all taxes, if any,
except transfer taxes, on the issue of the Bonds. In addition, the
Company will pay the reasonable fees and disbursements of Underwriters'
counsel, McGuire, Woods, Battle & Boothe, L.L.P., in connection with
the qualification of the Bonds under state securities or blue sky laws
or investment laws (if and to the extent such qualification is required
by the Underwriters or the Company).
(c) The Company will furnish the Representative with copies of
each further amendment and supplement to the Prospectus relating to the
offering of the Bonds in such quantities as the Representative may from
time to time reasonably request. If during the period when the delivery
of a prospectus shall be required by law in connection with the sale of
any Bonds by an Underwriter or dealer, any event relating to or
affecting the Company, or of which the Company shall be advised in
writing by the Representative, shall occur, which in the opinion of the
Company or of Underwriters' counsel should be set forth in a supplement
to or an amendment of the Prospectus in order to make the Prospectus
not misleading in the light of the circumstances when it is delivered,
or if for any other reason it shall be necessary during such period to
amend or supplement the Prospectus or to file under the Securities
Exchange Act any document incorporated by reference in the Prospectus
in order to comply with the Securities Act, the Securities Exchange Act
or the Trust Indenture Act, the Company forthwith will (i) notify the
Representative to suspend solicitation of purchases of the Bonds and
(ii) at its expense, make any such filing or prepare and furnish to the
Representative a reasonable number of copies of a supplement or
supplements or 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
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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 paragraph, 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 required of it
to the delivery by it of the Bonds.
(g) The Company will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the Bonds for
offer and sale under the securities or blue sky laws of such states as
the Representative may designate; provided, however, that the Company
shall not be required in any state to qualify as a foreign corporation,
or to file a general consent to service of process, or to submit to any
requirements which it deems unduly burdensome.
(h) Fees and disbursements of McGuire, Woods, Battle &
Boothe, L.L.P. who are acting as counsel for the
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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 Sections
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; Termination by the
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Underwriters. The obligations of the Underwriters to purchase and pay for the
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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
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.
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(d) On the date of this Agreement and on the Closing Date, the
Representative shall have received from Deloitte & Touche LLP, a letter
addressed to the Representative, dated the date of this Agreement and
the Closing Date, respectively, (i) confirming that they are
independent public accountants as required by the Securities Act; (ii)
stating in effect that, in their opinion, the audited financial
statements included in or incorporated by reference in the Registration
Statement and the Prospectus and audited by them as stated in their
report incorporated by reference in the Registration Statement (the
Audited Financial Statements), comply as to form in all material
respects with the applicable accounting requirements adopted pursuant
to the Securities Exchange Act; (iii) stating, in effect, that on the
basis of a reading of the minutes of the meetings of the Board of
Directors of the Company and of committees of the Board since the end
of the period covered by the Audited Financial Statements, a reading of
the unaudited financial statements incorporated by reference in the
Prospectus (if any), of the unaudited statement of income for any
interim period for which information is included in the Prospectus
under the caption "Selected Financial Information" or any section
updating such information, and of the latest available unaudited
financial statements of the Company covering a period of twelve months
ending after the end of the period covered by the Audited Financial
Statements (if any), and inquiries of officials of the Company
responsible for financial and accounting matters (which procedures did
not constitute an audit made in accordance with generally accepted
auditing standards), nothing came to their attention that caused them
to believe that such unaudited financial statements incorporated by
reference in the Prospectus are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the Audited Financial Statements; and (iv)
stating, in effect, that on the basis of more limited procedures than
those set forth in the foregoing clause (iii), consisting merely of the
reading of the minutes referred to in said clause and inquiries of
officials of the Company responsible for financial and accounting
matters, nothing came to their attention at a date not more than five
business days prior to the date of such letter that caused them to
believe that (1) at such date there was any decrease in common
stockholder's equity or any increase in 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
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the period from the date of the most recent unaudited financial
statements included or incorporated by reference in the Registration
Statement and the Prospectus to a date not more than five business days
prior to the date of such letter there were any decreases, as compared
with the corresponding period in the preceding year, in the operating
revenues, operating income or net income, except (with respect to (1)
or (2)) in all instances for changes or decreases that the Registration
Statement discloses have occurred or may occur; provided, however, that
said letters may vary from the requirements specified in clause (iv)
hereof in such manner as the Representative in its sole discretion may
deem to be acceptable. Said letters shall also state that the dollar
amounts, percentages and other financial information (in each case to
the extent that such dollar amounts, percentages and other financial
information, either directly or by analysis or computation, are derived
from the general accounting records of the Company) that appear (1) in
the Prospectus under the captions "Selected Financial Information" and
"Other Selected Data" and under any caption contained in a supplement
to the Prospectus updating such dollar amounts, percentages and other
financial information (limited to total assets and utility plant
expenditures), (2) in the Company's most recent Annual Report on Form
10-K under the caption "Selected Financial Data" or (3) in the
Registration Statement under the caption "Ratio of Earnings to Fixed
Charges" have been compared with the general accounting records of the
Company and such dollar amounts, percentages and financial information
have been found to be in agreement with the accounting records of the
Company and the computations have been found to be arithmetically
correct. Each such letter shall relate to the Registration Statement
and Prospectus as amended or supplemented to the date of each such
letter.
(e) Since the respective most recent dates as of which
information is given in the Registration Statement and Prospectus 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 the
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
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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.
(vii) 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
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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
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any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus, or in either such document as
amended or supplemented (if any amendments or supplements thereto shall have
been furnished), or any Preliminary Prospectus (if and when used prior to the
effective date of the Registration Statement), or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided that the
foregoing agreement, insofar as it relates to any Preliminary Prospectus, shall
not inure to the benefit of any Underwriter (or to the benefit of any person who
controls such Underwriter) on account of any losses, claims, damages or
liabilities arising out of the sale of any of the Bonds by such Underwriter to
any person if a copy of the Prospectus (as supplemented or amended, if the
Company shall have made any supplements or amendments which have been furnished
to the Representative) shall not have been sent or given by or on behalf of such
Underwriter to such person at or prior to the written confirmation of the sale
to such person; and provided further, however, that the indemnity agreement
contained in this paragraph shall not apply to any such losses, claims, damages,
liabilities, expenses or actions arising out of or based upon any such untrue
statement or alleged untrue statement, or any such omission or alleged omission,
if such statement or omission was made in reliance upon information furnished
herein or otherwise in writing to the Company by or on behalf of any Underwriter
for use in the Registration Statement or any amendment thereto, in the
Prospectus or any supplement thereto, or in any Preliminary Prospectus. The
indemnity agreement of the Company contained in this paragraph and the
representations and warranties of the Company contained in Section 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
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<PAGE>
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus, or in either
such document as amended or supplemented (if any amendments or supplements
thereto shall have been furnished), or any Preliminary Prospectus (if and when
used prior to the effective date of the Registration Statement), or the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, if such
statement or omission was made in reliance upon information furnished herein or
in writing to the Company by or on behalf of such Underwriter for use in the
Registration Statement or the Prospectus or any amendment or supplement to
either thereof, or any Preliminary Prospectus. The indemnity agreement of the
respective Underwriters contained in this paragraph shall remain operative and
in full force and effect, regardless of any investigation made by or on behalf
of the Company, or any such other Underwriter or any such controlling person,
and shall survive the delivery of the Bonds.
Each Underwriter represents and warrants that its commitment to buy the
Bonds will not result in a violation of the financial responsibility
requirements of Rule 15c3-1 under the Securities Exchange Act.
(c) The Company and each of the Underwriters agrees that, upon the
receipt of notice of the commencement of any action against the Company or any
of its officers or directors, or any person controlling the Company, or against
such Underwriter or controlling person as aforesaid, in respect of which
indemnity may be sought on account of any indemnity agreement contained herein,
it will promptly give written notice of the commencement thereof to the party or
parties against whom indemnity shall be sought hereunder, but the omission so to
notify such indemnifying party or parties of any such action shall not relieve
such indemnifying party or parties from any liability which it or they may have
to the indemnified party otherwise than on account of such indemnity agreement.
In case such notice of any such action shall be so given, such indemnifying
party shall be entitled to participate at its own expense in the defense or, if
it so elects, to assume (in conjunction with any other indemnifying parties) the
defense of such action, in which event such defense shall be conducted by
counsel chosen by such indemnifying party (or parties) and satisfactory to the
indemnified party or parties who shall be defendant or defendants in such
action, and such defendant or defendants shall bear the fees and expenses of any
additional counsel retained by them; provided that, if the defendants in any
such action include both the indemnified party and the indemnifying party (or
parties) and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which are
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<PAGE>
different from or additional to those available to the indemnifying party (or
parties), the indemnified party shall have the right to select separate counsel
to assert such legal defenses and to participate otherwise in the defense of
such action on behalf of such indemnified party. The indemnifying party shall
bear the reasonable fees and expenses of counsel retained by the indemnified
party if (i) the indemnified party shall have retained such counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel,
representing the indemnified parties under (a) or (b), as the case may be, of
this paragraph 9 who are parties to such action), (ii) the indemnifying party
shall have elected not to assume the defense of such action, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the commencement of the action, or (iv) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party.
(d) If the indemnification provided for in this paragraph 9 is
unavailable to or insufficient to hold harmless an indemnified party under
subparagraph (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Company, on the one hand, and of you, on the other, in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations, including relative benefit. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading relates to
information supplied by the Company on the one hand or by you on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and you agree that
it would not be just and equitable if contribution pursuant to this subparagraph
(d) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this subparagraph (d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities
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<PAGE>
(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 by the Company. (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 Section 10 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
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<PAGE>
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 judgement makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the Bonds
on the terms and in the manner contemplated in the Prospectus.
(c) If this Agreement shall be terminated by the Representative
pursuant to subparagraph (b) above or because of any failure or refusal on the
part of the Company to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Company shall be unable to perform
its obligations under this Agreement, then in any such case, the Company will
reimburse the Underwriters, severally, for all out-of-pocket expenses (in
addition to the fees and disbursements of their counsel as provided in paragraph
6(h)) reasonably incurred by such Underwriters in connection with this Agreement
or the offering contemplated hereunder and, upon such reimbursement, the Company
shall be absolved from any further liability hereunder, except as provided in
paragraphs 6(b) and 9.
11. Representations, Warranties and Agreements to Survive Delivery. All
--------------------------------------------------------------
representations, warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any controlling person
of any Underwriter, or by or on behalf of the Company, and shall survive
delivery of the Bonds.
12. Miscellaneous. The validity and interpretation of this Agreement
-------------
shall be governed by the laws of the State of New York. This Agreement shall
inure to the benefit of the Company, the Underwriters and, with respect to the
provisions of paragraph 9 hereof, each controlling person and each officer and
director of the Company referred to in said paragraph 9, and their respective
successors, assigns, executors and administrators. Nothing in this Agreement is
intended or shall be construed to give to any other person, firm or corporation
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. The term "successors" as used in
this Agreement shall not include any purchaser, as such, of any of the Bonds
from any of the several Underwriters.
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<PAGE>
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, telexed, telecopied or delivered to it, attention of
Treasurer, Virginia Electric and Power Company, One James River Plaza, Richmond,
Virginia 23219.
[remainder of page intentionally blank]
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<PAGE>
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: /s/ James P. Carney
_________________________________
James P. Carney
Assistant Treasurer and Assistant
Corporate Secretary
[remainder of page intentionally blank]
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<PAGE>
The foregoing agreement is hereby confirmed and accepted, as of the date first
above written.
J.P. MORGAN SECURITIES INC.
By /s/ Maria Sramek
------------------------------------
Name: Maria Sramek
Title: Vice President
Acting individually and on behalf of the other several Underwriters named in
Schedule II hereto.
[remainder of page intentionally blank]
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<PAGE>
SCHEDULE I
Title of Bonds: First and Refunding Mortgage Bonds of 1997,
Series A, 6 3/4%%, due February 1, 2007
Aggregate Principal Amount: $200,000,000
Initial Price to Public:
98.736% of the principal amount of the Bonds plus
accrued interest, if any, from the date of issuance
Initial Purchase Price to be paid by Underwriters:
98.490% of the principal amount of the Bonds
Specified funds for payment of purchase price (wire transfer of immediately
available funds unless otherwise specified).
Time of Delivery: February 25, 1997, 10:00 a.m.
Closing Location: 200 Park Avenue, 43rd Floor
New York, New York
The Bonds will be available for inspection by the
Representative at: 200 Park Avenue, 43rd Floor
New York, New York
Address for Notices to the Underwriters:
J.P. Morgan Securities Inc.
Att: Lisa Guarracino
60 Wall Street
New York, New York 10260-0060
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<PAGE>
SCHEDULE II
Principal Amount
Underwriter Bonds to be Purchased
- ----------- ---------------------
J.P. Morgan Securities Inc. $ 97,500,000
Salomon Brothers Inc 97,500,000
Oppenheimer & Co., Inc. 5,000,000
-----------------
Total $ 200,000,000
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<PAGE>
SCHEDULE III
PROPOSED FORM OF OPINION
OF
MCGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
One James Center
Richmond, VA 23219
Re: VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds of 1997
Series A, ____%, due February 1, 2007
February 25, 1997
[name and address of
Representative]
Dear Sirs:
We have acted as counsel for the several Underwriters described below
in connection with arrangements for the issuance by Virginia Electric and Power
Company (the "Company") of $200,000,000 aggregate principal amount of its First
and Refunding Mortgage Bonds of 1997, Series A, ____% due February 1, 2007 (the
"Bonds"), the terms of which are specified in Schedule I of the Underwriting
Agreement referred to below and in the Prospectus referred to therein, under and
pursuant to an Indenture of Mortgage of the Company, dated November 1, 1935, as
supplemented and modified by eighty-five supplemental indentures (said Indenture
of Mortgage as so supplemented and modified being hereinafter called the
"Mortgage"), under which The Chase Manhattan Bank, a New York banking
corporation, is now Trustee, and the purchase of the Bonds by the several
Underwriters pursuant to the Underwriting Agreement dated February 20, 1997
between you, acting individually and as Representative of the several
Underwriters named in Schedule II thereto, and the Company (the "Underwriting
Agreement"). Unless otherwise defined herein, capitalized terms used 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,
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<PAGE>
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. 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 200 Park Avenue, New
York, New York, at which the Company delivered to the Representative, for the
accounts of the several Underwriters, certificates for the Bonds, in accordance
with the Underwriting Agreement, against payment therefor.
Based upon the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that:
A. The Company is a corporation duly incorporated and
existing under the laws of Virginia and is duly qualified as a foreign
corporation in West Virginia and North Carolina, and has corporate
power to transact its business as described in the Prospectus.
B. The Underwriting Agreement has been duly authorized by all
necessary corporate action and has been duly executed and delivered by
the Company, and constitutes a valid obligation of the Company.
C. The Registration Statement has become effective and
remains in effect at this date, and the Prospectus may lawfully be
used for the purposes specified in the Securities Act in connection
with the offer for sale and the sale of the Bonds in the manner
therein specified.
The Registration Statement and the Prospectus (except the
financial statements and other financial or statistical information
included or incorporated by reference therein, as to which we express
no opinion) appear on their face to be appropriately responsive in all
material respects to the requirements of the Securities Act and the
Trust Indenture Act, and to the applicable rules and regulations of
the Commission thereunder.
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<PAGE>
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 documents
incorporated by reference in the Prospectus through the date hereof
pursuant to the requirements of Form S-3 (the "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 not to be contained in the Registration
Statement or Prospectus if the statement has been modified or
superseded by any statement in a subsequently filed Incorporated
Document or in the Registration Statement or Prospectus.
D. An appropriate order of the Virginia Commission with
respect to the issue and sale of the Bonds on the terms and conditions
set forth in the Underwriting Agreement has been issued, and said
order remains in effect at this date and constitutes valid and
sufficient authorization for the sale of the Bonds as contemplated by
the Underwriting Agreement. We understand said order does not contain
any provision unacceptable to the Representative 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
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<PAGE>
compliance with the provisions of securities or blue sky laws
of certain states in connection with the sale of the Bonds in such
states) and the carrying out of the provisions of the Underwriting
Agreement.
E. The Mortgage has been duly authorized by all necessary
corporate action and has been duly executed and delivered, and
conforms to the statements with respect thereto contained in the
Registration Statement and the Prospectus; the Mortgage, so far as it
relates to properties in Virginia, North Carolina and West Virginia,
subject, as to real properties acquired after the admission of the
Eighty-Fifth Supplemental Indenture to recordation, to due and prompt
recordation of the Eighty-Fifth Supplemental Indenture in all the
recording offices within the jurisdiction of which such properties are
located before any sale of any such properties, and subject, as to the
mortgaged personal properties in West Virginia, to due and prompt
filing of the Eighty-Fifth 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
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<PAGE>
Prospectus, and have been duly authorized and are duly issued
under the Mortgage and entitled to the benefits and security thereof
and are valid, binding and legal obligations of the Company according
to their tenor and effect (subject, as to enforceability, to
bankruptcy, moratorium and similar laws from time to time in force or
general principles of equity).
We have made no examination of the Company's title to property
purported to be owned by it, the description of such property contained in the
Mortgage, the validity and sufficiency of the franchises under which the Company
operates, the ranking of the lien created by the Mortgage, the absence of liens
or encumbrances on property of the Company other than the lien of the Mortgage
and the permitted liens referred to therein, the due recordation prior to the
date hereof of the original Indenture of Mortgage and the first eighty-four
supplemental indentures, the form (for purposes of recording) of the Mortgage,
or the due filing prior to the date hereof of a financing statement or any other
instrument to protect the lien of the Mortgage upon personal property in West
Virginia. We express no opinion on such matters and, to the extent that the
opinions herein expressed involve such matters, we have relied upon the opinion
addressed to you by Messrs. Hunton & Williams of Richmond, Virginia, and
Raleigh, North Carolina, and Messrs. Jackson & Kelly of Charleston, West
Virginia, each dated the date hereof (including the statements made in the
Prospectus on their authority), which opinions are satisfactory in scope and
form to us, and upon which opinions we believe you and we may properly rely.
Likewise, we have relied upon the opinions of such counsel as to all matters of
West Virginia and North Carolina law.
Very truly yours,
McGUIRE, WOODS, BATTLE & BOOTHE, L.L.P.
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<PAGE>
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
HUNTON & WILLIAMS
Riverfront Plaza, East Tower
951 E. Byrd Street
Richmond, Virginia 23219
Re: VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds of 1997
Series A, ____%, due February 1, 2007
February 25, 1997
[name and address of
Representative]
Dear Sirs:
We have acted as counsel for Virginia Electric and Power Company (the
Company) in connection with arrangements for the issuance by the Company of
$200,000,000 aggregate principal amount of its First and Refunding Mortgage
Bonds of 1997, Series A, ____%, due February 1, 2007 (the Bonds) the terms of
which are specified in Schedule I of the Underwriting Agreement referred to
below and in the Prospectus referred to therein, under and pursuant to an
Indenture of Mortgage of the Company, dated November 1, 1935, as supplemented
and modified by eighty-five supplemental indentures (such Indenture of Mortgage
as so supplemented and modified being hereinafter called the Mortgage), under
which The Chase Manhattan Bank, a New York banking corporation, is now Trustee,
and the purchase of the Bonds by the several Underwriters pursuant to the
Underwriting Agreement dated February 20, 1997 between you, acting individually
and as Representative of the several Underwriters named in Schedule II thereto,
and the Company (the Underwriting Agreement). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings set forth in the
Underwriting Agreement.
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<PAGE>
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. All legal
proceedings taken as of the date hereof in connection with the transactions
contemplated by the Underwriting Agreement have been satisfactory to us.
In regard to the title of the Company to its properties, we have made
no independent investigation of original records but our opinion is based (a)
with respect to land and rights of way for electric lines of 69,000 volts or
more, solely on reports and opinions by counsel in whom we have confidence and
(b) with respect to rights of way for electric lines of less than 69,000 volts
and various matters of fact in regard to all other properties, solely on
information from officers of the Company.
On this basis, we are of the opinion that:
1. The Company is a corporation duly organized and existing
under the laws of Virginia and the Company is duly qualified as a
foreign corporation in West Virginia and North Carolina. Neither the
nature of the Company's business nor the properties it owns or holds
under lease makes necessary qualification as a foreign corporation in
any state where it is not now so qualified, and the Company has
corporate power to conduct its business and to issue the Bonds.
2. All requisite corporate and governmental authorizations
have been given for the issuance of the Bonds and the sale of the Bonds
under the Underwriting Agreement.
3. The Mortgage has been duly authorized, executed and
delivered and so far as it relates to properties in North Carolina and
Virginia is valid and binding except as stated below, and constitutes a
valid lien to the extent that it purports to be one for the benefit of
the holders of the bonds issued thereunder (except that the lien may be
defeated as to real property acquired after recordation of any latest
supplemental indenture by its sale before recordation of a further
supplemental indenture and our opinion, so far as relating to the lien
on certain
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<PAGE>
properties now owned, is accordingly subject to recordation of the
Eighty-Fifth 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 of 1933, as amended (the Securities
Act), has become effective and remains in effect at this date, and the
Prospectus may lawfully be used for the purposes specified in the
Securities Act in connection with the offer for sale and the sale of
the Bonds in the manner therein specified.
The statements in regard to our firm made under the caption
EXPERTS in the Prospectus are correct, and we are of the opinion that,
so far as governed by the laws of the United States, North Carolina or
Virginia, the legal conclusions relating to franchises, title to
properties, limitations upon the issuance of bonds and preferred stock
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 are substantially
accurate and fair, including the statements as to North Carolina and
Virginia titles and defects therein and franchises and permits. As to
the statistical statements in the Registration Statement (which
includes the documents incorporated therein by reference), we have
relied solely on the officers of the Company. As to
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<PAGE>
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 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
information included or incorporated therein by reference, 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 not to be
contained in the Registration Statement or Prospectus if 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
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<PAGE>
of West Virginia, including the statements made in the Prospectus
on their authority.
Yours very truly,
HUNTON & WILLIAMS
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<PAGE>
SCHEDULE V
PROPOSED FORM OF OPINION
OF
JACKSON & KELLY
1600 Laidley Tower
P. O. Box 553
Charleston, West Virginia 25322
Re: VIRGINIA ELECTRIC AND POWER COMPANY
First and Refunding Mortgage Bonds of 1997
Series A, ____%, due February 1, 2007
February 25, 1997
Virginia Electric and Power Company
P. O. Box 26666
Richmond, Virginia 23261
[name and address of
Representative]
Dear Sirs:
We are familiar with the arrangements for the issuance of $200,000,000
aggregate principal amount of First and Refunding Mortgage Bonds of 1997, Series
A, ____%, due February 1, 2007 (the Bonds), of Virginia Electric and Power
Company (the Company) under an Indenture of Mortgage dated November 1, 1935, as
supplemented and modified by eighty-five supplemental indentures (the Mortgage),
and the sale thereof pursuant to an Underwriting Agreement dated February 20,
1997 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.
We are of the opinion that, so far as governed by the laws of West
Virginia:
- 32 -
<PAGE>
1. The Company is duly qualified as a foreign corporation in
West Virginia and has corporate power to conduct its business in West
Virginia and issue the Bonds.
2. No governmental authorization is requisite for the
issuance of the Bonds and their sale under the Underwriting
Agreement.
3. The Mortgage has been duly authorized, executed and
delivered, is valid and binding (except as stated below) and so far as
it relates to properties in West Virginia constitutes a valid lien to
the extent that it purports to be one for the benefit of the holders of
the bonds issued thereunder (subject as to mortgaged personal
properties, to the filing of the Eighty-Fifth Supplemental Indenture in
the office of the Secretary of State of West Virginia and except that
the lien may be defeated as to real property acquired after recordation
of any latest supplemental indenture and before recordation of a
further supplemental indenture and our opinion, so far as relating to
the lien on certain properties now owned, is accordingly subject to
recordation of the Eighty-Fifth 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
- 33 -
<PAGE>
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 a document incorporated by reference in the Registration Statement or the
Prospectus shall be deemed not to be contained in the Registration Statement or
Prospectus if 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
- 34 -
<PAGE>
EXHIBIT 4(i)
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
TRUSTEE.
---------------
EIGHTY-FIFTH SUPPLEMENTAL INDENTURE
DATED FEBRUARY 1, 1997
---------------
$200,000,000
FIRST AND REFUNDING MORTGAGE BONDS OF 1997, SERIES A, 6 3/4% DUE FEBRUARY 1,
2007
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY.
<PAGE>
TABLE OF CONTENTS*
---------------
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
Parties.................................................................. 1
Addresses................................................................ 1
Recitals................................................................. 1
Consideration Clause..................................................... 5
Granting Clause.......................................................... 5
Exception Clause......................................................... 7
Habendum Clause.......................................................... 7
Grant in Trust........................................................... 7
ARTICLE 1.
Bonds of 1997, Series A
(S) 1.01. Establishment, form and terms................................. 8
(S) 1.02. Registration, transfer and exchange........................... 9
(S) 1.03. Procedure for payment of interest............................. 10
(S) 1.04. Redemption.................................................... 10
(S) 1.05. Funds deposited for maturity to be immediately available...... 11
ARTICLE 2.
Miscellaneous Provisions
(S) 2.01. References to Original Indenture or previous Supplemental
Indentures................................................... 11
(S) 2.02. The Trustee................................................... 12
(S) 2.03. Original Indenture and Supplemental Indentures to be read
together..................................................... 12
(S) 2.04. Date of execution............................................. 12
(S) 2.05. Execution in counterparts..................................... 12
Testimonium.............................................................. 13
Signatures and Seals..................................................... 14
Acknowledgments.......................................................... 15
</TABLE>
- -------
* 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>
Eighty-Fifth Supplemental Indenture dated the 1st day of February, 1997, by
and between Virginia Electric and Power Company, a Virginia corporation and a
transmitting utility (as such term is defined in Section 46-9-105(n) of the
West Virginia Code), One James River Plaza, Richmond, Virginia (the Company),
party of the first part, and The Chase Manhattan Bank, a New York banking cor-
poration, 450 West 33rd Street, 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 it as follows:
<TABLE>
<CAPTION>
TITLE DATED
----- -----
<S> <C>
First Supplemental Indenture.................................. September 1, 1938
Second Supplemental Indenture................................. February 9, 1940
Third Supplemental Indenture.................................. March 1, 1941
Fourth Supplemental Indenture................................. April 1, 1944
Fifth Supplemental Indenture.................................. March 1, 1945
Sixth Supplemental Indenture.................................. October 1, 1947
Seventh Supplemental Indenture................................ March 1, 1948
Eighth Supplemental Indenture................................. October 1, 1948
Ninth Supplemental Indenture.................................. June 1, 1949
Tenth Supplemental Indenture.................................. November 1, 1949
Eleventh Supplemental Indenture............................... September 1, 1950
Twelfth Supplemental Indenture................................ December 1, 1951
Thirteenth Supplemental Indenture............................. October 1, 1952
Fourteenth Supplemental Indenture............................. 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 Na-
tional Bank of the City of New York into President and Directors of the Manhat-
tan Company under the name of The Chase Manhattan Bank, 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 Supplemental Indenture.............................. September 1, 1956
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
TITLE DATED
----- -----
<S> <C>
Seventeenth Supplemental Indenture........................... December 1, 1957
Eighteenth Supplemental Indenture............................ June 1, 1958
Nineteenth Supplemental Indenture............................ April 1, 1959
Twentieth Supplemental Indenture............................. September 1, 1960
Twenty-First Supplemental Indenture.......................... June 1, 1961
Twenty-Second Supplemental Indenture......................... May 1, 1963
Twenty-Third Supplemental Indenture.......................... December 1, 1963
Twenty-Fourth Supplemental Indenture......................... May 1, 1965
Twenty-Fifth Supplemental Indenture.......................... February 1, 1967
Twenty-Sixth Supplemental Indenture.......................... December 1, 1967
Twenty-Seventh Supplemental Indenture........................ January 1, 1969
Twenty-Eighth Supplemental Indenture......................... June 1, 1969
Twenty-Ninth Supplemental Indenture.......................... April 1, 1970
Thirtieth Supplemental Indenture............................. September 1, 1970
Thirty-First Supplemental Indenture.......................... March 1, 1971
Thirty-Second Supplemental Indenture......................... September 1, 1971
Thirty-Third Supplemental Indenture.......................... June 1, 1972
Thirty-Fourth Supplemental Indenture......................... July 1, 1974
Thirty-Fifth Supplemental Indenture.......................... July 1, 1974
Thirty-Sixth Supplemental Indenture.......................... February 1, 1975
Thirty-Seventh Supplemental Indenture........................ September 1, 1975
Thirty-Eighth Supplemental Indenture......................... November 1, 1975
Thirty-Ninth Supplemental Indenture.......................... March 1, 1976
Fortieth Supplemental Indenture.............................. May 1, 1976
Forty-First Supplemental Indenture........................... September 1, 1976
Forty-Second Supplemental Indenture.......................... March 1, 1977
Forty-Third Supplemental Indenture........................... March 1, 1978
Forty-Fourth Supplemental Indenture.......................... May 1, 1978
Forty-Fifth Supplemental Indenture........................... July 1, 1978
Forty-Sixth Supplemental Indenture........................... April 1, 1979
Forty-Seventh Supplemental Indenture......................... October 1, 1979
Forty-Eighth Supplemental Indenture.......................... July 1, 1980
Forty-Ninth Supplemental Indenture........................... April 1, 1981
Fiftieth Supplemental Indenture.............................. July 1, 1981
Fifty-First Supplemental Indenture........................... July 1, 1981
Fifty-Second Supplemental Indenture.......................... September 1, 1982
Fifty-Third Supplemental Indenture........................... December 1, 1982
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
TITLE DATED
----- -----
<S> <C>
Fifty-Fourth Supplemental Indenture.......................... June 1, 1983
Fifty-Fifth Supplemental Indenture........................... June 1, 1984
Fifty-Sixth Supplemental Indenture........................... September 1, 1984
Fifty-Seventh Supplemental Indenture......................... November 1, 1984
Fifty-Eighth Supplemental Indenture.......................... December 1, 1984
Fifty-Ninth Supplemental Indenture........................... April 1, 1986
Sixtieth Supplemental Indenture.............................. November 1, 1986
Sixty-First Supplemental Indenture........................... June 1, 1987
Sixty-Second Supplemental Indenture.......................... November 1, 1987
Sixty-Third Supplemental Indenture........................... June 1, 1988
Sixty-Fourth Supplemental Indenture.......................... February 1, 1989
Sixty-Fifth Supplemental Indenture........................... June 1, 1989
Sixty-Sixth Supplemental Indenture........................... March 1, 1990
Sixty-Seventh Supplemental Indenture......................... April 1, 1991
Sixty-Eighth Supplemental Indenture.......................... March 1, 1992
Sixty-Ninth Supplemental Indenture........................... March 1, 1992
Seventieth Supplemental Indenture............................ March 1, 1992
Seventy-First Supplemental Indenture......................... July 1, 1992
Seventy-Second Supplemental Indenture........................ July 1, 1992
Seventy-Third Supplemental Indenture......................... August 1, 1992
Seventy-Fourth Supplemental Indenture........................ February 1, 1993
Seventy-Fifth Supplemental Indenture......................... April 1, 1993
Seventy-Sixth Supplemental Indenture......................... April 1, 1993
Seventy-Seventh Supplemental Indenture....................... June 1, 1993
Seventy-Eighth Supplemental Indenture........................ August 1, 1993
Seventy-Ninth Supplemental Indenture......................... August 1, 1993
Eightieth Supplemental Indenture............................. October 1, 1993
Eighty-First Supplemental Indenture.......................... January 1, 1994
Eighty-Second Supplemental Indenture......................... January 1, 1994
Eighty-Third Supplemental Indenture.......................... October 1, 1994
Eighty-Fourth Supplemental Indenture......................... March 1, 1995
</TABLE>
The Original Indenture and such supplemental indentures are incorporated
herein by this reference and the Original Indenture as so supplemented and mod-
ified is herein called the Mortgage.
First and Refunding Mortgage Bonds (the Bonds) are presently outstanding under
the Mortgage as follows:
3
<PAGE>
4
<TABLE>
<CAPTION>
PRINCIPAL
SERIES AMOUNT
------ ------------
<S> <C>
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>
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 1997, Series A, 6 3/4%, due February 1, 2007, to bear interest from
the date of original issuance thereof and to be due February 1, 2007, and pro-
poses to issue $200,000,000 aggregate principal amount of such Bonds.
The aggregate principal amount of Bonds of the Company, issued or so to be is-
sued and outstanding under the provisions of and secured by the Indenture, will
then be $3,074,500,000 consisting of $2,874,500,000 aggregate prin-
<PAGE>
cipal amount of Bonds presently outstanding and the $200,000,000 aggregate
principal amount of Bonds of 1997, Series A, which are to be issued after the
execution and delivery of this Eighty-Fifth 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, ex-
cept as may be limited in the Indenture as at the time supplemented and modi-
fied, may be issued from time to time pursuant to the Indenture as at the time
supplemented and modified.
The Company also desires to supplement the Mortgage and add new provisions
thereto pursuant to the provisions of (S) 13.01 of the Original Indenture.
All conditions necessary to authorize the execution, delivery and recording of
this Eighty-Fifth Supplemental Indenture and to make it a valid and binding in-
denture 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 prin-
cipal and interest of the Bonds at any time issued and outstanding under the
Indenture, according to their tenor and effect, and the performance of all the
covenants and conditions contained in the Indenture or in the Bonds, and for
the purpose, among others, of confirming the lien of the Indenture, the Compa-
ny, 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 ac-
knowledged, 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, the property hereinafter described, to wit:
5
<PAGE>
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 appara-
tus, 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:
In Virginia
<TABLE>
<CAPTION>
RECORDATION
DATA
------------
BOOK
GRANTOR RECORDING OFFICE DATE OF DEED NO. PAGE
------- ------------------- ----------------- ------ -----
<C> <S> <C> <C> <C> <C>
Clover Project
1. Corporation Halifax County May 30, 1990 550 88
Kenneth R. Wilborne, et
2. ux Halifax County October 1, 1990 556 367
Burlington Industries,
3. Inc. Halifax County October 23, 1991 570 13
4. Alexander Orchards, Inc. Rockbridge County April 22, 1992 492 108
5. B.F. Blount, et ux Halifax County May 22, 1992 579 412
Frances A. Reynolds, et
6. al Surry County May 27, 1993 128 384
7. Dorothy W. Boothe, widow Surry County June 18, 1993 128 646
8. Nettie F. Rainey York County August 31, 1993 744 97
Raleigh M. Felton, III,
9. et al South Boston City December 3, 1993 605 326
10. Mid-Atlantic Tarmac Chesterfield County December 15, 1994 2,634 148
In North Carolina
11. Abbott Laboratories Nash County December 18, 1991 1,352 771
</TABLE>
PART II.
Franchises.
<TABLE>
<S> <C>
None.
</TABLE>
PART III.
Electric Lines and Systems.
All electric lines and systems now owned by the Company, including those de-
scribed below:
<TABLE>
<CAPTION>
BEGINNING ENDING LENGTH IN MILES
--------- ------ ---------------
115,000 VOLTS
-------------
<S> <C> <C>
Tap on Line #31 to Ultrasystems 0.14
Altavista, Virginia Altavista, Virginia
Lexington to Bustleburg Fairfield Substation 5.71
Rockbridge Co., Virginia Rockbridge County, Virginia
<CAPTION>
230,000 VOLTS
-------------
<S> <C> <C>
Tap on Line #128 to Mt. Jackson Substation 3.69
Shenandoah County, Virginia Shenandoah County, Virginia
Glebe Sub Pentagon Sub 2.39
Arlington County, Virginia Arlington County, Virginia
Yadkin Portsmouth Bottom Commonwealth Atlantic 1.00
Chesapeake,Virginia Chesapeake, Virginia
</TABLE>
6
<PAGE>
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 prop-
erty hereby mortgaged and conveyed.
PART VI.
Properties Excepted.
But expressly excepting (unless and until hereafter mortgaged, pledged or as-
signed 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 ex-
cepted 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, privi-
leges, 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, secu-
rity and protection of all present and future holders of the Bonds issued and
to be issued under and secured by the Indenture, and to secure the payment of
the principal of the Bonds and the interest thereon, in accordance with provi-
sions of the Bonds and of the Indenture, without any discrimination, prefer-
ence, 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 In-
denture, and to secure the performance of and compliance with the covenants and
conditions of the Bonds and of the Indenture, and upon the
7
<PAGE>
8
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 1997, Series A
(S)1.01. There is hereby established a new series of Bonds to be issued under
and secured by the Indenture, to be designated as the Company's First and Re-
funding Mortgage Bonds of 1997, Series A, 6 3/4%, due February 1, 2007 (the
Bonds of 1997, Series A).
There are to be authenticated and delivered $200,000,000 principal amount of
Bonds of 1997, Series A, and no further Bonds of 1997, Series A shall be au-
thenticated and delivered except upon exchange or transfer pursuant to (S)1.11
of the Original Indenture. The Bonds of 1997, Series A shall be registered
bonds, without coupons.
The Bonds of 1997, Series A shall be in substantially the form set out in Ar-
ticle 2 of the Twenty-Fifth Supplemental Indenture with such insertions, modi-
fications and additions as may be required by the particular terms and provi-
sions of this Eighty-Fifth Supplemental Indenture (and in particular this
(S)1.01 and (S)1.04 hereof) for the Bonds of 1997, Series A.
Each Bond of 1997, Series A shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly pro-
vided for.
All Bonds of 1997, Series A shall be due on February 1, 2007, and shall bear
interest at the rate of 6 3/4% per annum to be paid semi-annually on the first
day of February and on the first day of August in each year until payment of
the principal thereof. The principal, premium, if any, and interest on the
Bonds of 1997, Series A shall be payable in lawful money of the United States
of America, at the office or agency of The Chase Manhattan Bank, or its succes-
sor 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 pro-
vided for, on any Interest Payment Date with respect to the Bonds of 1997, Se-
ries A shall be the fifteenth day (whether or not a business day) of the calen-
dar month next preceding such Interest Payment Date.
<PAGE>
Definitive Bonds of 1997, Series A may be issued in the denomination of
$1,000, or any integral multiple thereof.
(S)1.02. The Trustee shall, by virtue of its office as Trustee, be the Regis-
trar and Transfer Agent of the Company for the purpose of registering and
transferring Bonds of 1997, Series A. The Company shall cause to be kept at the
office or agency of the Registrar books for such registration and transfer (the
Bond Register) and will permit Bonds of 1997, Series A to be transferred or
registered thereon, in accordance with their terms and under such reasonable
regulations as the Company may prescribe.
Upon surrender for transfer of any Bonds of 1997, Series A at the office or
agency of the Registrar, the Company shall execute, and the Trustee shall au-
thenticate and deliver, in the name of the designated transferee or transfer-
ees, one or more new Bonds of 1997, Series A of any authorized denominations,
of a like aggregate principal amount.
At the option of the registered holder, Bonds of 1997, Series A may be ex-
changed for other Bonds of 1997, Series A of any authorized denominations, of a
like aggregate principal amount, upon surrender of Bonds of 1997, Series A to
be exchanged at the office or agency of the Registrar. Whenever any Bonds of
1997, Series A are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Bonds of 1997, Series A which
the bondholder making the exchange is entitled to receive.
All Bonds of 1997, Series A issued upon any such transfer or exchange shall be
the valid obligations of the Company, evidencing the same debt, and entitled to
the same benefits under the Indenture, as the Bonds of 1997, Series A surren-
dered upon such transfer or exchange.
Every Bond of 1997, Series A, presented or surrendered for transfer or ex-
change 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 1997,
Series A, but payment will be required of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.
9
<PAGE>
10
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 1997, Series A.
The Company shall not be required (a) to issue, transfer or exchange any Bonds
of 1997, Series A during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of less than all of the
outstanding Bonds of 1997, Series A, and ending at the close of business on the
day of the mailing, or (b) to transfer or exchange any Bonds of 1997, Series A
theretofore selected for redemption in whole or in part.
(S)1.03. Reference is made to (S)1.03 of the Twenty-Fifth Supplemental Inden-
ture for provisions concerning the procedure for the payment of interest on the
Bonds of 1997, Series A.
(S)1.04. The Bonds of 1997, Series A, shall be subject to redemption at the
option of the Company, as a whole or in part, at any time or from time to time
on or after February 1, 2002, at the percentages of the principal amount
thereof specified in the following table under the heading "Regular Redemption
Price". The Bonds of 1997, Series A shall also be subject to redemption at the
option of the Company, as a whole or in part, at any time or from time to time
on or after February 1, 2002, 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 Funds in Escrow as defined in
(S)6.02 of the Original Indenture or (b) as a whole within 12 months after ac-
quisition 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 nonprofit cooperative body, or any nominee thereof:
<TABLE>
<CAPTION>
THE REDEMPTION PRICES
ARE AS FOLLOWS
---------------------
REGULAR SPECIAL
DURING THE 12 MONTHS REDEMPTION REDEMPTION
BEGINNING FEBRUARY 1 PRICE PRICE
-------------------- ---------- ----------
<S> <C> <C>
2002...................................................... 102.74% 100.00%
2003...................................................... 102.06 100.00
2004...................................................... 101.37 100.00
2005...................................................... 100.69 100.00
2006...................................................... 100.00 100.00
</TABLE>
<PAGE>
together with any unmatured interest accrued to the Redemption Date, payable on
surrender for redemption (the interest installment payable on the Redemption
Date, if such date is an Interest Payment Date, to be paid to the holder of
record at the close of business on the Regular Record Date for such Interest
Payment Date).
Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each holder at his address appearing in the Bond Register and shall contain the
information required by (S)3.02 of the Original Indenture. There need be no
publication of such notice despite the provisions of such (S)3.02.
(S)1.05. The Company covenants that on depositing or leaving with the Trustee
funds for the payment of the principal and premium (if any) and interest on any
Bonds of 1997, Series A when the same become due, either at maturity or other-
wise, pursuant to (S)10.03 of the Original Indenture, it will make effective
arrangements with the Trustee whereby such funds will be immediately available
for payment to the holder of such Bonds, and prior to, or within 5 days after,
so depositing or leaving such funds, will give a notice, by first-class mail,
postage prepaid, to each holder at such holder's address appearing in the Bond
Register, stating that such funds have been or 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 no-
tice for and on behalf of the Company.
ARTICLE 2.
Miscellaneous Provisions.
(S)2.01. All references herein to any article, section or provision of the
Original Indenture or any supplemental indenture refer to such article, section
or provision as heretofore supplemented and modified and as hereby further sup-
plemented and modified, unless, in any case, the context otherwise requires.
Terms used but not defined herein are used as defined in the Mortgage.
11
<PAGE>
(S)2.02. The recitals in this Eighty-Fifth Supplemental Indenture (except the
recital of the succession of The Chase Manhattan Bank (formerly The Chase Man-
hattan Bank (National Association)) 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, im-
munities, powers and duties of the Trustee shall be applicable in respect of
the Bonds of 1997, Series A and of this Eighty-Fifth Supplemental Indenture as
fully and with like effect as if set forth herein in full.
(S)2.03. As heretofore supplemented and modified and as supplemented hereby,
the Original Indenture is in all respects ratified and confirmed, and the Orig-
inal Indenture, as heretofore supplemented and modified, and this Eighty-Fifth
Supplemental Indenture shall be read, taken and construed as one and the same
instrument.
(S)2.04. Although this Eighty-Fifth Supplemental Indenture is dated for conve-
nience and for the purpose of reference February 1, 1997, the actual dates of
execution by the Company and by the Trustee are indicated by their respective
acknowledgements hereto annexed.
(S)2.05. In order to facilitate the recording or filing of this Eighty-Fifth
Supplemental Indenture, it may be simultaneously executed in several counter-
parts, each of which shall be deemed to be an original, and such counterparts
shall together constitute but one and the same instrument.
12
<PAGE>
13
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 at-
tested, by its duly authorized officers, all as of the day and year first above
written.
Virginia Electric and Power Company
W. S. Mistr
Vice President
Attest: J. P. Carney
Assistant Corporate Secretary
[SEAL]
The Chase Manhattan Bank
R. J. Halleran
Second Vice President
Attest: Gemmel Richards
Assistant Secretary
[SEAL]
<PAGE>
14
Commonwealth of Virginia)
City of Richmond: ) ss.:
I, K. Lee Pace, a notary public duly qualified, commissioned, sworn and acting
in and for the City and Commonwealth aforesaid, hereby certify that on this
day of February, 1997:
(Virginia)
(Maryland)
W. S. Mistr and J. P. Carney, whose names as Vice President and Assistant Cor-
porate Secretary of Virginia Electric and Power Company, a corporation, are
signed to the writing above, bearing date on the first day of February, 1997
have acknowledged the same before me in my City aforesaid; and
(West Virginia)
W. S. Mistr, who signed the writing above and hereto annexed bearing date on
the first day of February, 1997 for Virginia Electric and Power Company, has in
my said City, before me, acknowledged and said writing to be the act and deed
of said corporation; and
(North Carolina)
J. P. Carney, personally came before me and acknowledged that he is Assistant
Corporate Secretary of Virginia Electric and Power Company, a corporation, and
that, by authority duly given and as the act of the corporation, the foregoing
instrument was signed in its name by a Vice President, sealed with its corpo-
rate seal, and attested by himself as its Assistant Corporate Secretary.
My commission expires: June 30, 1999
In Witness Whereof, I have hereunto set my hand and official seal this day
of February, 1997.
[SEAL]
<PAGE>
15
[Seal]
State of New York: )
County of Kings: ) ss.:
I, Della K. Benjamin, a notary public duly qualified, commissioned, sworn and
acting in and for the County and State aforesaid, hereby certify that on this
day of February, 1997:
(Virginia)
(Maryland)
R. J. Halleran and Gemmel Richards, whose names as Second Vice President and
Assistant Secretary of The Chase Manhattan Bank, a New York banking corpora-
tion, are signed to the writing above, bearing date on the first day of Febru-
ary, 1997 have acknowledged the same before me in my County aforesaid; and
(West Virginia)
R. J. Halleran, who signed the writing above and hereto annexed bearing date
on the first day of February, 1997 for The Chase Manhattan Bank, a New York
banking corporation, has in my said County, before me, acknowledged and said
writing to be the act and deed of said corporation; and
(North Carolina)
Gemmel Richards personally came before me and acknowledged that she is Assis-
tant Secretary of The Chase Manhattan Bank, a New York banking 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 corpo-
rate seal, and attested by herself as its Assistant Secretary.
In Witness Whereof, I have hereunto set my hand and official seal this day
of February, 1997.
[SEAL]
<PAGE>
Exhibit 4(ii)
Form of Bond
FACE OF BOND
REGISTERED REGISTERED
No. ______ $___________
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1997, SERIES A, 6 3/4%,
DUE FEBRUARY 1, 2007
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 927804 DH4
SEE REVERSE FOR
CERTAIN DEFINITIONS
BONDS OF 1997, BONDS OF 1997,
SERIES A SERIES A
, or registered assigns, the sum of DOLLARS
or such portion thereof, if any, as shall not therefore have been paid, on
February 1, 2007, 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 February 1 and August 1 in each year at the rate
shown in the title hereof, until the principal hereof is paid or made available
for payment. The interest installment so payable, and punctually paid or duly
provided for, on any interest payment date will, as provided in the Indenture,
be paid to the person in whose name this Bond (or one or more Predecessor Bonds,
as defined in the Indenture) is registered at the close of business on the
Regular Record Date for such interest installment, which term shall mean the
fifteenth day (whether or not a business day) of the calendar month next
preceding such interest payment date. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holder on such Regular Record Date, and may be paid to the person in
whose name this Bond (or one or more Predecessor Bonds) is registered at the
close of business on a Special Record Date for the payment of such defaulted
interest to
<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 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 /s/ J.T. RHODES
This Bond is one of the Bonds
of the series designated and
referred to in the within President
mentioned Indenture.
And By /s/ J. KENNERLY DAVIS, JR.
THE CHASE MANHATTAN BANK,Trustee
Corporate Secretary
By
Authorized Officer
[SEAL]
<PAGE>
REVERSE OF BOND
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1997, SERIES A, 6 3/4%,
DUE FEBRUARY 1, 2007
(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, 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.
On or after February 1, 2002, the Bonds of this Series are subject to
redemption at the option of the Company, as a whole or in part, at any time or
from time to time prior to maturity at the percentages of the principal amount
thereof specified in the following table under the heading "Regular Redemption
Price", except that if redeemed (a) by the application of Funds in Escrow as
defined in the Indenture, or (b) as a whole within 12 months after acquisition
of not less than a majority of the outstanding Common Stock of the Company by
any municipality or governmental body, agency, instrumentality or authority, or
any non-profit cooperative body, or any nominee thereof, they are subject to
redemption at the percentages of the principal amount thereof specified in the
following table under the heading "Special Redemption Price":
<TABLE>
<CAPTION>
The redemption prices
are as follows:
During the -----------------------
12 Months Regular Special
Beginning Redemption Redemption
February 1 Price Price
- ---------- ---------- ----------
<S> <C> <C>
2002 102.74% 100.00%
2003 102.06 100.00
2004 101.37 100.00
2005 100.69 100.00
2006 100.00 100.00
</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).
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 12
VIRGINIA ELECTRIC AND POWER COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(thousands of dollars)
<TABLE>
<CAPTION>
For the Year Ended
December 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Income $ 457,304 $ 432,844 $ 447,144 $ 509,051 $ 469,521
Add: Income Taxes 243,993 228,785 225,647 257,217 211,295
---------------------------------------------------------------
Total Pretax Net Income $ 701,297 $ 661,629 $ 672,791 $ 766,268 $ 680,816
===============================================================
Fixed Charges:
Interest on Long-Term Debt 287,928 302,618 291,864 300,152 300,857
Other Interest 22,380 19,998 7,551 19,121 29,534
Pfd Distribution of Affiliate-Net 7,064 2,374
Estimated Interest Factor
of Rents Charged to Operating Expenses,
Clearing & Other Accounts 6,291 6,475 7,132 5,660 6,231
---------------------------------------------------------------
Total Fixed Charges $ 323,663 $ 331,465 $ 306,547 $ 324,933 $ 336,622
===============================================================
---------------------------------------------------------------
Earnings as Defined $1,024,960 $ 993,094 $ 979,339 $1,091,201 $1,017,438
===============================================================
Ratio of Earnings to
Fixed Charges 3.17 3.00 3.19 3.36 3.02
===============================================================
</TABLE>
