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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
DOMINION RESOURCES CAPITAL TRUST II
(Exact name of registrant as specified in its charter)
DELAWARE Applied For
(State of incorporation or (I.R.S. employer identification
organization) number)
120 TREDEGAR STREET, RICHMOND, VIRGINIA 23219
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-93187
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
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8.4% Trust Preferred Securities New York Stock Exchange
(Liquidation Amount $25 per Trust Preferred
Security)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This Registration Statement relates to the 8.4% Trust Preferred
Securities (Liquidation Amount $25 per Trust Preferred Security) (the "Trust
Preferred Securities") of Dominion Resources Capital Trust II, a Delaware
business trust (the "Trust"). A description of the Trust Preferred Securities
is contained in the prospectus supplement, dated January 10, 2001 (the
"Prospectus Supplement"), to prospectus, dated January 6, 2000 (the
"Prospectus") of the Trust and Dominion Resources, Inc. ("Dominion"), filed on
January 11, 2001 with the Securities and Exchange Commission pursuant to Rule
424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act") and
is incorporated herein by reference. The Prospectus Supplement and the
Prospectus are part of the Registration Statement on Form S-3 (Registration No.
333-93187) of Dominion, the Trust and Dominion Resources Capital Trust III (the
"Registration Statement").
ITEM 2. EXHIBITS.
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1. The Prospectus Supplement and the Prospectus Incorporated herein by reference to the Company's
Prospectus Supplement and the Prospectus filed with the
SEC on January 11, 2001 pursuant to Rule 424(b)(5) under
the Securities Act
2. Certificate of Trust of the Trust Incorporated herein by reference to Exhibit 4(ix) of the
Registration Statement
3. Trust Agreement of the Trust Incorporated herein by reference to Exhibit 4(x) of the
Registration Statement
4. Form of Amended and Restated Trust Agreement of Incorporated herein by reference to Exhibit 4.11 to
the Trust Dominion's Current Report on Form 8-K filed with the SEC
on January 12, 2001 (the "Form 8-K")
5. Form of Certificate Evidencing the 8.4% Trust Contained in Exhibit A to the Amended and Restated Trust
Preferred Securities Agreement, the form of which is filed as Exhibit 4 hereto
6. Junior Subordinated Indenture dated as of Incorporated by reference to Exhibit 4(iv) to the
December 1, 1997 between Dominion and The Chase Registration Statement
Manhattan Bank, as Trustee
7. Form of Third Supplemental Indenture to Junior Incorporated by reference to Exhibit 4.13 to the Form 8-K
Subordinated Indenture
8. Form of 8.4% Junior Subordinated Debenture Contained in Exhibit A to the Third Supplemental
Indenture, the form of which is filed as Exhibit 7 hereto
9. Form of Trust Preferred Securities Guarantee Incorporated by reference to Exhibit 4.15 to the Form 8-K
Agreement
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Form 8-A Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
DOMINION RESOURCES CAPITAL TRUST II
By Dominion Resources, Inc., as Sponsor
/s/ G. Scott Hetzer
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Name: G. Scott Hetzer
Title: Senior Vice President and Treasurer
Dated: January 12, 2001
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