SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, and 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
______________________
Dominion Resources, Inc.
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1 TO FORM 10-K
The undersigned registrant hereby amends the exhibits to its 1994 Annual
Report on Form 10-K to include the following Annual Reports for the
Dominion Resources, Inc. Employee Savings Plan for 1994 and the Virginia
Power Hourly Employee Savings Plan for 1994.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
BY Linwood R. Robertson
Linwood R. Robertson
Senior Vice President,
Chief Financial Officer
Date: June 1, 1995
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1994
OR
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ________ to ________
Commission File number 33-55403
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Dominion Resources, Inc.
Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DOMINION RESOURCES, INC.
P.O. Box 26532
901 East Byrd Street
Richmond, Virginia 23261-6532
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Pages
Independent Auditors' Report F-2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1994 and 1993 F-3
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1994, 1993 and 1992 F-4
Notes to Financial Statements F-5 - F-14
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-15
Item 27d - Schedule of Reportable Transactions F-16
Schedules Omitted:
The following schedules are omitted because of the absence of the conditions
under which they are required, or because the required information is included
in the financial statements or notes thereto:
Schedules I, II and III.
F-1<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Organization and Compensation Committee of the
Board of Directors of Dominion Resources, Inc.
We have audited the accompanying financial statements of the Dominion
Resources, Inc. Employee Savings Plan as of December 31, 1994 and 1993 and for
each of the three years in the period ended December 31, 1994, listed in the
Table of Contents on page F-1. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1994 and 1993, and the changes in net assets available for plan benefits for
each of the three years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of 1) assets held for investment purposes as of December 31, 1994
and 2) reportable transactions for the year ended December 31, 1994 are
presented for purposes of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These schedules
are the responsibility of the Plan's management. Such schedules have been
subjected to the auditing procedures applied in our audit of the basic 1994
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken
as a whole.
Deloitte & Touche LLP
May 16, 1995
F-2<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
_________________
December 31,
ASSETS 1994 1993
Dominion Resources, Inc.,
common stock
(1994: shares 6,431,777, cost $214,077,168
1993: shares 6,342,578, cost $201,482,880) $231,543,973 $287,794,485
Balanced Fund
(1994 cost $13,275,944;
1993 cost $12,300,790) 11,739,660 11,762,064
America's Utility Fund
(1994 cost $16,473,052;
1993 cost $17,917,283) 13,420,187 17,173,034
Equity Index Fund
(1994 cost $16,675,190;
1993 cost $13,970,970) 17,001,227 14,493,619
NationsBank Employee Benefit Stable
Capital Fund (Collective Funds)
(1994 cost $27,272,287;
1993 cost $22,550,220) 29,492,668 23,581,338
U.S. Treasury Notes
(1994 cost $ 9,717,333;
1993 cost $19,913,376) 9,267,834 19,950,084
Loans to participants at face value 5,057,889 6,565,626
Temporary cash investments at cost
(approximates market value) 8,508,643 1,263,329
Cash 253,928 460,742
Total Investments 326,286,009 383,044,321
Interest Receivable 86,200 177,414
Contributions Receivable 23,784 35,962
Other Receivables 27,821
Total $326,423,814 $383,257,697
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distributions payable to participants $ 227,402 $ 505,980
Other liabilities 684 93,121
Net assets available for Plan benefits 326,195,728 382,658,596
Total $326,423,814 $383,257,697
The accompanying notes are an integral part of the financial statements.
F-3<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
_________________
For the Years Ended December 31,
1994 1993 1992
Investment income:
Dividends $ 18,143,556 $17,087,299 $14,882,787
Interest and other 1,316,680 2,072,323 2,476,988
Total investment income 19,460,236 19,159,622 17,359,775
Realized gain (loss) (8,659,027) 2,592,093 586,648
Unrealized appreciation
(depreciation) (54,709,337) 32,902,256 9,984,000
Transfer of participants'
assets to the Plan from the
Virginia Power Hourly
Employee Savings Plan 8,319,378 1,839,714 6,746,682
Contributions:
Participants 22,908,667 22,002,757 20,819,667
Participating companies 8,713,218 8,757,674 8,356,603
Total additions (3,966,865) 87,254,116 63,853,375
Distributions to
participants 52,181,439 19,345,601 42,683,448
Administrative expense 314,564 417,366 430,330
Total deductions 52,496,003 19,762,967 43,113,778
Net increase (decrease) before
Cumulative Effect of a Change
in Accounting Principle (56,462,868) 67,491,149 20,739,597
Cumulative Effect of a Change
in Accounting Principle
(Note 1) 5,865,420
Net increase (decrease) (56,462,868) 73,356,569 20,739,597
Net assets available for Plan
benefits:
Beginning of year 382,658,596 309,302,027 288,562,430
End of year $326,195,728 $382,658,596 $309,302,027
The accompanying notes are an integral part of the financial statements.
F-4<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
__________________
1. Summary of Significant Accounting Policies
General:
Dominion Resources, Inc. (Dominion Resources), offers its common stock
along with other investment options (see footnote 6 for additional
information) to participants in the Dominion Resources, Inc. Employee
Savings Plan (the Plan). Virginia Electric and Power Company (Virginia
Power), a wholly-owned subsidiary of Dominion Resources, is the designated
Plan sponsor, fiduciary and administrator. The Plan financial statements
are prepared using the accrual basis of accounting.
For additional information concerning the Plan, see Plan documents.
Investment Income:
Dividend income is recognized on the ex-dividend date.
Investment Valuations:
Investments in securities traded on a national securities exchange are
stated at the last reported sales price on the last working day of each
month. Investments in mutual funds are stated at fair value based upon
quoted net asset values reported on recognized securities exchanges on the
last business day of the plan year Investments in bank common trust funds
(funds) are stated at estimated fair values, which have been determined
based on the unit values of the funds. Unit values are determined by the
bank sponsoring such funds by dividing the fund's net assets by its units
outstanding at the valuation dates.
Distributions:
Distributions from the Plan are recorded on the valuation date of the month
in which a participant terminated employment, retired, or submitted a valid
withdrawal request.
Change in Accounting Principle:
In 1993, the Plan changed its method of accounting for distributions
payable to comply with the 1993 AICPA Audit and Accounting Guide, Audits of
Employee Benefit Plans. The new guidance requires that distributions
payable to participants who have withdrawn from participation in a defined
contribution plan be disclosed in the footnotes to the financial statements
rather than be recorded as a liability of the Plan. As of December 31,
1994 and 1993, respectively net assets available for Plan benefits included
benefits of $12,544,952 and $1,273,387 due to participants who have
withdrawn from participation in the Plan.
2. Plan Participants
Any subsidiary of Dominion Resources may become a party to the Plan by
adopting the Plan for the benefit of its qualified salary employees subject
to approval of the Board of Directors of Dominion Resources. All Dominion
Resources' subsidiaries comprise the Plan's Participating Companies.
There were 6,509 and 7,370 participants in the Plan as of December 31, 1994
and 1993, respectively.
F-5 <PAGE>
3. Contributions
Under the terms of the Plan, participants may make contributions to the
Plan under the "Regular Option" and the "Savings Plus Option". The Regular
Option allows participants to make after-tax contributions to the Plan.
The Savings Plus Option allows participants to contribute to the Plan with
before-tax dollars.
A maximum of 16% of the participant's eligible earnings can be invested in
the Plan. Of this 16%, up to 10% can be invested on a tax-deferred basis
under the Savings Plus Option. The Participating Companies contribute a
matching amount equivalent to 50% of each participant's contributions, not
to exceed 3% of the participant's eligible earnings, which is used to
purchase Dominion Resources common stock.
4. Vesting Provisions
Participants become vested in their own contributions immediately and in
the Participating Companies' matching contributions at the earlier of (a)
the beginning of the third year following the year in which the
contribution was made or (b) the date the participant completes five years
of service with the Company. Matching contributions vest immediately for
participants aged 55 or older.
5. Forfeiture Provisions
Participating Companies' contributions and related earnings, which
participants forfeit as a result of withdrawing their contributions prior
to vesting, are applied to reduce future Participating Companies'
contributions. Such forfeitures amounted to $40,687, $98,372, and $64,759
for the years ended December 31, 1994, 1993, and 1992, respectively.
6. Investment Options
The Plan provides for employee contributions to be invested in the
following funds:
Dominion Resources, Inc. (DRI) Common Stock Fund - All investments are in
DRI Common Stock.
Interest-Bearing Fund - This fund's focus is on preservation of principal
and the primary investments are in high quality fixed income securities.
Balanced Fund - Thirty percent of this fund is invested in equity
securities and the residual is invested in fixed income securities. It is
designed to produce stable long-term principal growth.
America's Utility Fund - Investments are in the common stock of electric,
gas and telephone utilities, which are intended to provide high income and
moderate principal growth. America's Utility Fund is sponsored and
administered by a subsidiary of Dominion Resources, Inc.
Equity Index Fund - The objective is to provide a return equal to the
return on the U.S. stock market as measured by the Standard and Poor's 500
Index.
Loan Fund - Participants are allowed to borrow against their vested balance
and repay the amount over a three or four year period.
Participating Companies' matching contributions are invested only in the
DRI Common Stock Fund and cannot be transferred to other funds.
Employee contributions may be invested in any option (except the loan
fund) in 10% increments totalling to 100%. Changes in investment options
may be selected four times a year, to be effective the first day of each
quarter.
F-6 <PAGE>
7. Income Taxes
The Plan is a qualified employees' profit sharing trust under Sections
401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt
from Federal income taxes under Section 501(a). Pursuant to Section
402(a) of the Internal Revenue Code, a participant is not taxed on the
income and contributions allocated to the participant's account until such
time as the participant or the participant's beneficiaries receive
distributions from the Plan.
The Plan obtained its latest determination letter on November 9, 1993, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
8. Trustee
Virginia Power has entered into a Trust Agreement with Signet Trust
Company with respect to the DRI Common Stock, America's Utility, Equity
Index, and Balanced Funds. NationsBank serves as Trustee of the Plan with
respect to the Interest Bearing Fund.
9. Loans to Participants
Participants are eligible to secure loans against their plan assets. The
maximum loan amount is the lesser of:
- 50% of the vested account balance
- $50,000 (reduced by the maximum outstanding loan balance during the
prior twelve months)
The loans are interest-bearing at one percentage point above the prime
rate of interest. The rate is determined every quarter, however, the rate
is fixed at the inception of the loan for the life of the loan.
Participants make repayments to the Plan on a monthly basis. Any defaults
in loans result in a reclassification of the remaining loan balances as
taxable distributions to the participants.
10. Fund Information
Statements of Net Assets Available for Benefits by Fund at December 31,
1994 and 1993, and Statements of Changes in Net Assets Available for Plan
Benefits by Fund for the years ended December 31, 1994, 1993, and 1992
follows:
F-7<PAGE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1994
<TABLE>
Nonparticipant
Participant
Directed Directed
DRI Common
Equity DRI Common
Stock Interest America's
Index Balanced Loan Stock
Total Fund Bearing Fund Utility
Fund Fund Fund Fund Fund
Assets
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
Equities $265,495,895 $115,424,670
$13,420,187 $17,001,227 $ 3,530,508 $116,119,303
Interest Bearing
Securities 8,209,152
8,209,152
U.S. Treasury Notes 9,267,834 $ 9,267,834
NationsBank Employee
Benefit Stable
Capital Fund 29,492,668 29,492,668
Short Term Investments 8,508,643 2,955,769 986,084
156,970 1,284,898 151,365 2,973,557
Cash 253,928 27,974 6,772
171,913 12,402 6,724 28,143
Loans Receivable 5,057,889
5,057,889
Contributions Receivable 23,784 9,083 2,593
1,778 2,325 1,444 6,561
Interest Receivable 86,200 222 85,556
46 116 38 222
Interfund Receivable
(Payable) (11,627) (206,913)
(6,390) 280,973 41,001 (160,153) 63,109
Other Receivables 27,821 12,063 3,828
5,944 5,729 257
Total Assets $326,423,814 $118,418,154 $39,638,422
13,750,448 $18,587,670 $11,940,489 4,897,736 $119,190,895
Liabilities and Net
Assets Available for
Plan Benefits
Distributions Payable
to Participants $ 227,402 $ 101,571 $ 19,492 $
4,531 $ 1,357 $ 4,028 $ 96,423
Other Liabilities 684 684
Net Assets Available
for Plan Benefits 326,195,728 118,315,899 39,618,930
13,745,917 18,586,313 11,936,461 $4,897,736 119,094,472
Total Liabilities and Net
Assets Available for
Plan Benefits $326,423,814 $118,418,154 $39,638,422
$13,750,448 $18,587,670 $11,940,489 $4,897,736 $119,190,895
</TABLE>
F-8 <PAGE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1993
<TABLE>
DRI Common
Equity
Stock Interest America's
Index Balanced Loan
Total Fund Bearing Fund Utility Fund
Fund Fund Fund
Assets
<S> <C> <C> <C> <C>
<C> <C> <C>
Equities $322,989,757 $287,794,485 $17,173,034
$14,493,619 $3,528,619
Interest Bearing
Securities 14,799,071
8,233,445 $6,565,626
U.S. Treasury Notes 19,950,084 $19,950,084
NationsBank Employee
Benefit Stable
Capital Fund 23,581,338 23,581,338
Short Term Investments 1,263,329 16,351 456,636 70
785,243 5,029
Cash 460,742 41 145 459,612
930 14
Contributions Receivable 35,962 26,763 3,575 2,197
2,130 1,297
Interest Receivable 177,414 180 177,124 22
75 13
Interfund Receivable
(Payable) 0 152,553 (527,397) 214,471
126,411 129,597 (95,635)
Total Assets $383,257,697 $287,990,373 $43,641,505 $17,849,406
$15,408,408 $11,898,014 $6,469,991
Liabilities and Net
Assets Available for
Plan Benefits
Distributions Payable to
Participants $ 505,980 $ 263,763 $ 127,207 $ 22,401
$ 59,259 $ 33,350
Other Liabilities 93,121 61,790 23,509 3,116
2,747 1,959
Net Assets Available for
Plan Benefits 382,658,596 287,664,820 43,490,789 17,823,889
15,346,402 11,862,705 $6,469,991
Total Liabilities and Net
Assets Available for
Plan Benefits $383,257,697 $287,990,373 $43,641,505 $17,849,406
$15,408,408 $11,898,014 $6,469,991
</TABLE>
F-9
<PAGE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1994
<TABLE>
Nonparticipant
Participant Directed
Directed
DRI Common
Equity DRI Common
Stock Interest America's
Index Balanced Loan Stock
Total Fund Bearing Fund Utility Fund
Fund Fund Fund Fund
<S> <C> <C> <C> <C>
<C> <C> <C> <C>
Investment Income:
Dividends $ 18,143,556 $ 8,062,020 $ 683,026
$ 375,338 $ 735,526 $ 8,287,646
Interest and other 1,316,680 25,640 $ 757,002 98,725
11,834 5,567 $ 403,633 14,279
Total 19,460,236 8,087,660 757,002 781,751
387,172 741,093 403,633 8,301,925
Realized Gain (Loss) (8,659,027) (3,789,953) (117,394) (627,495)
(42,242) (105,599) (3,976,344)
Unrealized Appreciation
(Depreciation) (54,709,337) (25,116,752) 489,611 (2,476,513)
(102,649) (1,091,575) (26,411,459)
Transfer of Participants'
Assets to the Plan
from the Virginia
Power Hourly Employee
Savings Plan 8,319,378 3,222,444 1,855,098
3,241,836
Contributions:
Participants 22,908,667 12,117,602 3,434,923 2,594,979
2,922,891 1,838,272
Participating Companies 8,713,218
8,713,218
Interfund Transfers, Net 4,076,871 (3,034,506) (2,408,023)
1,828,293 400,918 (1,529,569) 666,016
Total Additions/
(Subtractions) (3,966,865) (1,402,128) 3,384,734 (2,135,301)
4,993,465 1,783,109 (1,125,936) (9,464,808)
Distributions to
Participants 52,181,439 20,111,634 7,178,722 1,931,580
1,728,563 1,700,024 438,584 19,092,332
Administrative Expense 314,564 90,507 77,871 11,091
24,991 9,329 7,735 93,040
Total Deductions 52,496,003 20,202,141 7,256,593 1,942,671
1,753,554 1,709,353 446,319 19,185,372
Net Increase/(Decrease)(56,462,868) (21,604,269) (3,871,859) (4,077,972)
3,239,911 73,756 (1,572,255) (28,650,180)
Net Assets Available
for Plan Benefits:
Beginning of Year 382,658,596 139,920,168 43,490,789 17,823,889
15,346,402 11,862,705 6,469,991 $147,744,652
End of Year $326,195,728 $118,315,899 $ 39,618,930 $13,745,917
$18,586,313 $11,936,461 $4,897,736 $119,094,472
</TABLE?
F-10<PAGE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1993
</TABLE>
<TABLE>
DRI Common
Equity
Stock Interest
America's Index Balanced Loan
Total Fund Bearing Fund
Utility Fund Fund Fund Fund
<S> <C> <C> <C>
<C> <C> <C> <C>
Investment Income:
Dividends $ 17,087,299 $ 15,295,621 $
601,455 $ 158,275 $ 1,031,948
Interest 2,072,323 12,924 $ 1,604,823
312 11,859 181 $ 442,224
Total 19,159,622 15,308,545 1,604,823
601,767 170,134 1,032,129 442,224
Realized Gain (Loss) 2,592,093 2,748,384 (140,511)
0 0 (15,780)
Unrealized Appreciation
(Depreciation) 32,902,256 32,253,794 1,408,609
(744,249) 522,829 (538,727)
Transfer of Participants'
Assets to the Plan
from the Virginia
Power Hourly Employee
Savings Plan 1,839,714 1,616,697 223,017
Contributions:
Participants 22,002,757 12,966,328 5,654,827
1,292,729 1,306,558 782,315
Participating Companies 8,757,674 8,757,674
Interfund Transfers, Net 0 (14,655,518) (26,150,435)
16,769,881 13,483,748 10,728,874 (176,550)
Total Additions/
(Subtractions) 87,254,116 58,995,904 (17,399,670)
17,920,128 15,483,269 11,988,811 265,674
Distributions to
Participants 19,345,601 15,098,610 3,864,859
83,053 125,095 117,468 56,516
Administrative Expense 417,366 244,584 124,182
13,186 11,772 8,638 15,004
Total Deductions 19,762,967 15,343,194 3,989,041
96,239 136,867 126,106 71,520
Net Increase/(Decrease)
Before Cumulative Effect
of a Change in
Accounting Principle 67,491,149 43,652,710 (21,388,711)
17,823,889 15,346,402 11,862,705 194,154
Cumulative Effect of a
Change in Accounting
Principle 5,865,420 4,402,472 1,462,948
0 0 0 0
Net Increase/(Decrease) 73,356,56 48,055,182 (19,925,763)
17,823,889 15,346,402 11,862,705 194,154
Net Assets Available
for Plan Benefits:
Beginning of Year 309,302,027 239,609,638 63,416,552
0 0 0 6,275,837
End of Year $382,658,596 $287,664,820 $ 43,490,789
$17,823,889 $15,346,402 $11,862,705 $6,469,991
</TABLE>
F-11 <PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1992
_________________
Dominion
Resources, Inc. Interest
Common Stock Bearing Loan
Total Fund Fund Fund
Investment income:
Dividends $ 14,882,787 $ 14,882,787
Interest 2,476,988 24,100 $ 2,312,149 $ 140,739
Total investment income 17,359,775 14,906,887 2,312,149 140,739
Realized gain (loss) 586,648 848,911 (262,263)
Unrealized appreciation 9,984,000 8,895,663 1,088,337
Transfer of participants'
assets to the Plan from the
Virginia Power Hourly
Employee Savings Plan 6,746,682 5,607,470 1,139,212
Contributions:
Participants 20,819,667 13,283,927 7,535,740
Participating companies 8,356,603 8,356,603
Total additions 63,853,375 51,899,461 11,813,175 140,739
Distributions to
participants 42,683,448 33,246,215 9,437,233
Administrative expense 430,330 273,115 157,215
Interfund transfers, net 3,926,375 2,208,723 (6,135,098)
Total deductions 43,113,778 37,445,705 11,803,171 (6,135,098)
Net increase 20,739,597 14,453,756 10,004 6,275,837
Net assets available for Plan
benefits:
Beginning of year 288,562,430 225,155,882 63,406,548
End of year $309,302,027 $239,609,638 $63,416,552 $ 6,275,837
F-12<PAGE>
11. Right to Terminate
Virginia Power reserves the right to terminate the Plan by action of its
Board of Directors. No termination of the Plan may retroactively
diminish any participant's interest in the Plan or prejudice the accrued
rights thereunder. In the event of termination of the Plan, no part of
the Plan assets or any participant's interest in the Plan will revert to
the Participating Companies.
12. Unrealized Appreciation/Depreciation
For 1992 through 1994, the net change in unrealized appreciation
(depreciation) on investments was as follows:
1994 1993 1992
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $(51,528,211) $32,253,794 $8,895,663
U.S. Treasury Notes (313,351) 32,366 (275,454)
Mutual Funds (3,568,088) (1,282,976)
(55,409,650) 31,003,184 8,620,209
Investments at Estimated
Fair Value:
Bank Common Trust Funds 700,313 1,899,072 1,363,791
$(54,709,337) $32,902,256 $9,984,000
13. Realized Gains and Losses on Dispositions
Proceeds from dispositions are reported net of any brokerage or other
fees. Realized gains and losses on dispositions are recognized and
measured using the carrying values for each transaction.
1994 1993 1992
Investments at Fair Value
as Determined by Quoted
Market Price:
Common Stock $(7,766,297) $2,748,384 $ 848,911
U.S. Treasury Notes (192,474) (321,382) (262,263)
Mutual Funds (733,094) (15,780)
(8,691,865) 2,411,222 586,648
Investments at Estimated
Fair Value:
Bank Common Trust Funds 32,838 180,871
$(8,659,027) $2,592,093 $ 586,648
F-13
<PAGE>
14. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments at each
year end with investments exceeding 5% of the Plan's net assets shown
separately:
1994 1993
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock
DRI Common Stock $231,543,973 $287,794,485
U.S. Treasury Notes 9,267,834 19,950,084
Mutual Funds 25,159,847 28,935,098
265,971,654 336,679,667
Investments at Estimated Fair
Value:
NationsBank Employee
Benefit Stable Capital Fund 29,492,668 23,581,338
Mellon National Bank Employee
Benefit Stock Index Fund 17,001,227 14,493,619
Money Market 8,508,643 1,263,329
$320,974,192 $376,017,953
F-14
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1994
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Current
Description Cost Value
Cash $ 253,928 $ 253,928
Temporary cash investments:
Medalist Money Market Fund II 7,753,234 7,753,234
NationsBank Prime Portfolio Trust 754,988 754,988
Mellon Employee Benefit Temporary
Investment Fund 421 421
Total temporary cash investments 8,508,643 8,508,643
Dominion Resources Common Stock 214,077,168 231,543,973
Miller, Anderson and Sherrerd
Funds Fixed Income 9,389,192 8,209,152
Miller, Anderson and Sherrerd
Funds Equity 3,886,752 3,530,508
America's Utility Fund 16,473,052 13,420,187
Mellon National Bank Employee
Benefit Stock Index Fund 16,675,190 17,001,227
NationsBank Employee Benefit
Stable Capital Fund (Collective Funds) 27,272,287 29,492,668
U.S. Treasury Notes:
United States Treasury Note
DTD 12/02/91 6.500% due 11/30/96 1,511,118 1,403,614
United States Treasury Note
DTD 11/16/92 5.125% due 11/15/95 4,300,200 4,226,968
United States Treasury Note
8.500% due 04/15/97 3,906,015 3,637,252
Total U.S. Treasury Notes 9,717,333 9,267,834
Participant Loans bearing
interest from 7% to 8.5% with
maturities ranging from 30 months
to 48 months 5,057,889 5,057,889
Total Assets Held For Investment $311,311,434 $326,286,009
F-15
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1994
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
The Dominion Resources, Inc. Employee Savings Plan assets are combined with
the assets of the Virginia Power Hourly Employee Savings Plan in a master
trust for investment purposes. Such schedules report the 5%
transactions which transpired in 1994 for this master trust and were filed
in paper format as Exhibit 99(i).
F-16
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1994
OR
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from ________ to ________
Commission File number 33-55403
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Virginia Power
Hourly Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DOMINION RESOURCES, INC.
P.O. Box 26532
901 East Byrd Street
Richmond, Virginia 23261-6532
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Pages
Independent Auditors' Report F-2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1994 and 1993 F-3 - F-4
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1994, 1993 and 1992 F-5 - F-7
Notes to Financial Statements F-8 - F-11
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-12
Item 27d - Schedule of Reportable Transactions F-13
Schedules Omitted:
The following schedules are omitted because of the absence of the
conditions under which they are required, or because the required
information is included in the financial statements or notes
thereto:
Schedules I, II and III.
F-1<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Organization and Compensation Committee of the
Board of Directors of Dominion Resources, Inc.
We have audited the accompanying financial statements of the Virginia Power
Hourly Employee Savings Plan as of December 31, 1994 and 1993 and for each of
the three years in the period ended December 31, 1994, listed in the Table of
Contents on page F-1. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1994 and 1993, and the changes in net assets available for plan benefits for
each of the three years in the period ended December 31, 1994, in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
schedules of 1) assets held for investment purposes as of December 31, 1994
and 2) reportable transactions for the year ended December 31, 1994 are
presented for purposes of additional analysis and are not a required part of
the basic financial statements, but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
information by fund is presented for the purpose of additional analysis of the
basic financial statements rather than to present information regarding the
net assets available for benefits and changes in net assets available for
benefits of the individual funds, and is not a required part of the basic
financial statements. The supplemental schedules and information by fund
are the responsibility of the Plan's management. Such schedules have been
subjected to the auditing procedures applied in our audit of the basic 1994
financial statements and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken
as a whole.
Deloitte & Touche LLP
May 16, 1995
F-2
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994
Supplemental Information by Fund
<TABLE>
NonParticipant
Participant
Directed Directed
Dominion
Dominion
Resources, Inc. Interest
Resources, Inc.
Common Stock Bearing
Loan Common Stock
ASSETS Total Fund Fund
Fund Fund
<S> <C> <C> <C>
<C> <C>
Investments in securities:
Dominion Resources, Inc.,
1,417,906 shares of common
stock at market value
(cost $49,369,999) $51,044,616 $25,445,741
$25,598,875
Common Trust Fund
(cost $10,780,297) 11,657,980
$11,657,980
U.S. Treasury Notes at market
value (cost $3,841,105) 3,663,426
3,663,426
Total investments in
securities 66,366,022 25,445,741
15,321,406 25,598,875
Loans to participants at face value 1, 08,249
$1,408,249
Temporary cash investments
at cost (approximates
market value) 1,757,191 681,653
389,783 685,755
Cash 15,618 6,451
2,677 6,490
Contributions receivable 7,326 3,102
1,983 2,241
Interfund receivable (payable) 23,455
3,673 (50,306) 23,178
Interest receivable 62,058 51
61,955 52
Other receivables 612 102
510
Total $69,617,076 $26,160,555
$15,781,987 $1,357,943 $26,316,591
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distributions payable to
participants $ 89,215 $ 40,286 $
10,682 $ 38,247
Other liabilities 152 152
Net assets available for
Plan benefits 69,527,709 26,120,117
15,771,305 $1,357,943 $26,278,344
Total $69,617,076 $26,160,555
$15,781,987 $1,357,943 $26,316,591
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993
_________________
<TABLE>
Supplemental Information by Fund
Dominion
Resources, Inc. Interest
Common Stock Bearing
Loan
ASSETS Total Fund Fund
Fund
<S> <C> <C> <C>
<C>
Investments in securities:
Dominion Resources, Inc.,
1,429,237 shares of common
stock at market value
(cost $45,402,158) $64,851,619 $64,851,619
Common Trust Fund
(cost $8,382,866) 8,766,178
$8,766,178
U.S. Treasury Notes at market
value (cost $7,402,640) 7,416,286
7,416,286
Total investments in
securities 81,034,083 64,851,619
16,182,464
Loans to participants at face value 1,517,059
$1,517,059
Temporary cash investments
at cost (approximates
market value) 173,435 3,684
169,751
Cash 63 9
54
Contributions Receivable 9,855 8,130
1,725
Interfund receivable (payable) 4,520
(18,374) 13,854
Interest receivable 76,676 41
76,635
Total $82,811,171 $64,868,003
$16,412,255 $1,530,913
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distributions payable to
participants $ 181,707 $ 137,479 $
44,228
Other liabilities 21,558 11,386
10,172
Net assets available for
Plan benefits 82,607,906 64,719,138
16,357,855 $1,530,913
Total $82,811,171 $64,868,003
$16,412,255 $1,530,913
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
Supplemental Information by Fund
Nonparticipant
Participant
Directed Directed
Dominion
Dominion
Resources, Inc. Interest
Resources, Inc.
Common Stock Bearing
Loan Common Stock
Total Fund Fund
Fund Fund
<S> <C> <C> <C>
<C> <C>
Investment income:
Dividends $ 3,630,373 $ 1,790,137
$ 1,840,236
Interest 379,276 6,652 $ 279,845
$ 89,074 3,705
Total investment income 4,009,649 1,796,789 279,845
89,074 1,843,941
Realized (loss) (1,799,289) (856,875)
(43,397) (899,017)
Unrealized appreciation
(depreciation) (11,569,787) (6,174,924) 641,744
(6,036,607)
Contributions:
Participants 6,766,781 4,138,907 2,627,874
Participating companies 2,975,733
2,975,733
Total additions 383,087 (1,096,103) 3,506,066
89,074 (2,115,950)
Distribution to participants 5,071,563 1,827,334 1,471,226
38,282 1,734,721
Administrative expense 72,343 20,097 28,787
2,800 20,659
Transfer of participants'
assets from the Plan to
the Dominion Resources
Employee Savings Plan 8,319,378 3,222,444 1,855,098
3,241,836
Interfund transfers, net (806,706) 737,505
220,962 (151,761)
Total deductions 13,463,284 4,263,169 4,092,616
262,044 4,845,455
Net (decrease) (13,080,197) (5,359,272)
(586,550) (172,970) (6,961,405)
Net assets available for
Plan benefits:
Beginning of year 82,607,906 31,479,389 16,357,855
1,530,913 33,239,749
End of year $ 69,527,709 $26,120,117 $15,771,305
$1,357,943 $ 26,278,344
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
_________________
<TABLE>
Supplemental Information by Fund
Dominion
Resources, Inc. Interest
Common Stock Bearing
Loan
Total Fund Fund
Fund
<S> <C> <C> <C>
<C>
Investment income:
Dividends $ 3,337,125 $ 3,337,125
Interest 534,129 3,440 $ 427,885
$ 102,804
Total investment income 3,871,254 3,340,565 427,885
102,804
Realized gain (loss) 551,595 589,059
(37,464)
Unrealized appreciation 7,583,495 7,536,720 46,775
Contributions:
Participants 6,667,504 3,938,924 2,728,580
Participating companies 2,646,269 2,646,269
Total additions 21,320,117 18,051,537 3,165,776
102,804
Distributions to
participants 4,371,250 3,182,285 1,188,965
Administrative expense 89,654 53,363 33,110
3,181
Transfer of participants'
assets from the Plan to the
Dominion Resources Employee
Savings Plan 1,839,714 1,616,697 223,017
Interfund transfers, net (430,296) 616,379
(186,083)
Total deductions 6,300,618 4,422,049 2,061,471
(182,902)
Net increase 15,019,499 13,629,488 1,104,305
285,706
Net assets available for Plan
benefits:
Beginning of year 67,588,407 51,089,650 15,253,550
1,245,207
End of year $82,607,906 $64,719,138 $16,357,855
$1,530,913
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
_________________
Supplemental Information by Fund
<TABLE>
Dominion
Resources, Inc.
Interest
Common Stock
Bearing Loan
Total Fund
Fund Fund
<S> <C> <C> <C>
<C>
Investment income:
Dividends $ 2,962,281 $ 2,962,281
Interest 612,268 4,797 $
585,955 $ 21,516
Total investment income 3,574,549 2,967,078
585,955 21,516
Realized gain (loss) 16,472 82,934
(66,462)
Unrealized appreciation 2,512,511 1,978,823
533,688
Contributions:
Participants 5,857,595 3,227,758
2,629,837
Participating companies 2,545,733 2,545,733
Total additions 14,506,860 10,802,326
3,683,018 21,516
Distributions to
participants 4,304,643 3,099,502
1,205,141
Administrative expense 104,703 57,370
47,333
Transfer of participants'
assets from the Plan to the
Dominion Resources Employee
Savings Plan 6,746,682 5,607,470
1,139,212
Interfund transfers, net 703,320
520,371 (1,223,691)
Total deductions 11,156,028 9,467,662
2,912,057 (1,223,691)
Net increase 3,350,832 1,334,664
770,961 1,245,207
Net assets available for Plan
benefits:
Beginning of year 64,237,575 49,754,986
14,482,589
End of year $ 67,588,407 $51,089,650
$15,253,550 $1,245,207
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-7
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
__________________
1. Summary of Significant Accounting Policies
General:
Dominion Resources, Inc. (Dominion Resources), offers its common stock to
participants in the Virginia Power Hourly Employee Savings Plan (the Plan).
Virginia Electric and Power Company (Virginia Power), a wholly-owned
subsidiary of Dominion Resources, is the designated Plan sponsor, fiduciary
and administrator. The Plan financial statements are prepared using the
accrual basis of accounting.
For additional information concerning the Plan, see Plan documents.
Investment Income:
Dividend income is recognized on the ex-dividend date.
Investment Valuations:
Investments in securities traded on a national securities exchange are
stated at the last reported sales price on the last working day of each
month (the valuation date). Investments in bank common trust funds (funds)
are stated at estimated fair values, which have been determined based on
the unit values of the funds. Unit values are determined by the bank
sponsoring such funds by dividing the fund's net assets by its units
outstanding at the valuation dates.
Distributions:
Distributions from the Plan are recorded on the valuation date of the month
in which a participant terminated employment, retired, or submitted a valid
withdrawal request.
Distributions Payable:
In 1993, the Plan changed its method of accounting for distributions
payable to comply with the 1993 AICPA Audit and Accounting Guide, Audits of
Employee Benefit Plans. The new guidance requires that distributions
payable to persons who have withdrawn from participation in a defined
contribution plan be disclosed in the footnotes to the financial statements
rather than be recorded as a liability of the Plan. As of December 31,
1994 and 1993, respectively net assets available for benefits included
benefits of $220,632 and $83,481 due to participants who have withdrawn
from participation in the Plan.
2. Plan Participants
Any subsidiary of Dominion Resources may become a party to the Plan by
adopting the Plan for the benefit of its qualifying hourly employees
subject to approval of the Board of Directors of Dominion Resources. All
Dominion Resources' subsidiaries comprise the Plan's Participating
Companies.
There were 3,265 and 3,551 participants in the Plan as of December 31, 1994
and 1993, respectively.
3. Contributions
Under the terms of the Plan, participants may make contributions to the
Plan under the "Regular Option" and the "Savings Plus Option". The Regular
Option allows participants to make after-tax contributions to the Plan.
The Savings Plus Option allows participants to contribute to the Plan with
before-tax dollars.
F-8<PAGE>
A maximum of 16% of the participant's eligible earnings can be invested in
the Plan. Of this 16%, up to 10% can be invested on a tax-deferred basis
under the Savings Plus Option. The Participating Companies contribute a
matching amount equivalent to 50% of each participant's contributions, not
to exceed 3% of the participant's eligible earnings, which is used to
purchase Dominion Resources common stock.
4. Vesting Provisions
Participants become vested in their own contributions immediately and in
the Participating Companies' matching contributions at the earlier of (a)
the beginning of the third year following the year in which the
contribution was made or (b) the date the participant completes five years
of service with the Company. Matching contributions vest immediately for
participants aged 55 or older.
5. Forfeiture Provisions
Participating Companies' contributions and related earnings, which
participants forfeit as a result of withdrawing their contributions prior
to vesting, are applied to reduce future Participating Companies'
contributions. Such forfeitures amounted to $14,265, $44,029, and $41,344
for the years ended December 31, 1994, 1993, and 1992, respectively.
6. Investment Options
The Plan provides for two investment options which include the Dominion
Resources Common Stock Fund (Stock Fund) and the Interest Bearing Fund.
The Interest Bearing Fund investments include securities of the United
States government and other highly rated securities. Participants may
elect to have 50% of their contributions invested in each of the Funds or
to have 100% invested in either Fund.
7. Income Taxes
The Plan is a qualified employee's profit sharing trust under Sections
401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt from
Federal income taxes under Section 501(a). Pursuant to Section 402(a) of
the Internal Revenue Code, a participant is not taxed on the income and
contributions allocated to the participant's account until such time as the
participant or the participant's beneficiaries receive distributions from
the Plan.
The Plan obtained its latest determination letter on November 9, 1993, in
which the Internal Revenue Service stated that the Plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
8. Trustee
Virginia Power has entered into a Trust Agreement with Signet Trust Company
with respect to the Dominion Resources, Inc. Common Stock Fund.
NationsBank serves as Trustee of the Plan with respect to the Interest
Bearing Fund.
9. Loans to Participants
Participants are eligible to secure loans against their Plan assets. The
maximum loan amount is the lesser of:
- 50% of the vested account balance
- $50,000 (reduced by the maximum outstanding loan balance during the
prior twelve months)
F-9 <PAGE>
The loans are interest-bearing at one percentage point above the prime
rate of interest. The rate is determined every quarter, however, the rate
is fixed at the inception of the loan for the life of the loan.
Participants make repayments to the Plan on a monthly basis. Any defaults
in loans result in a reclassification of the remaining loan balances as
taxable distributions to the participants.
10. Right to Terminate
Virginia Power reserves the right to terminate the Plan by action of its
Board of Directors. No termination of the Plan may retroactively diminish
any participant's interest in the Plan or prejudice the accrued rights
thereunder. In the event of termination of the Plan, no part of the Plan
assets or any participant's interest in the Plan will revert to
Participating Companies.
11. Unrealized Appreciation
For 1992 through 1994, the net change in unrealized appreciation
(depreciation) on investments was as follows:
1994 1993 1992
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $(12,211,531) $7,536,720 $1,978,823
U.S. Treasury Notes (410,716) 8,629 (135,134)
(12,622,247) 7,545,349 1,843,689
Investments at Estimated Fair
Value:
Bank Common Trust Funds 1,052,460 38,146 668,822
$(11,569,787) $7,583,495 $2,512,511
F-10
<PAGE>
12. Realized Gains and Losses on Dispositions
Proceeds from dispositions are reported net of any brokerage or other
fees. Realized gains and losses on dispositions are recognized and
measured using the carrying values for each transaction.
1994 1993 1992
Investments at Fair Value
as Determined by Quoted
Market Price:
Common Stock $(1,755,892) $589,059 $ 82,934
U.S. Treasury Notes (71,154) (85,688) (66,462)
(1,827,046) 503,371 16,472
Investments at Estimated
Fair Value:
Bank Common Trust Funds 27,757 48,224
$(1,799,289) $ 551,595 $ 16,472
13. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments at each year
end with investments exceeding 5% of the Plan's net assets shown
separately:
1994 1993
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock
DRI Common Stock $51,044,616 $64,851,619
U.S. Treasury Notes 3,663,426 7,416,286
54,708,042 72,267,905
Investments at Estimated Fair
Value:
Bank Common Trust Funds
NationsBank Employee Benefit
Stable Capital Fund 11,657,980 8,766,178
Money Market 1,757,191 173,435
$68,123,213 $81,207,518
F-11
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1994
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Current
Description Cost Value
Cash $ 15,618 $ 15,618
Temporary cash investments:
Medalist Money Market Account II 1,458,757 1,458,757
NationsBank Prime Fund 298,434 298,434
Total temporary cash investments 1,757,191 1,757,191
Dominion Resources Common Stock 49,369,999 51,044,616
NationsBank Employee Benefit Stable
Capital Fund (Collective Funds) 10,780,297 11,657,980
U.S. Treasury Notes:
United States Treasury Note
DTD 12/02/91 6.500% due 11/30/96 597,320 554,826
United States Treasury Note
DTD 11/16/92 5.125% due 11/15/95 1,699,800 1,670,852
United States Treasury Note
8.500% due 04/15/97 1,543,985 1,437,748
Total U.S. Treasury Notes 3,841,105 3,663,426
Participant Loans bearing interest
from 7% to 8.5% with maturities
ranging from 30 months to 48 months 1,408,249 1,408,249
Total Assets Held For Investment $67,172,459 $69,547,080
F-12
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1994
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
The Virginia Power Hourly Employee Savings Plan assets are combined with the
assets of the Dominion Resources, Inc. Employee Savings Plan in a master trust
for investment purposes. Such schedules report the 5% transactions
which transpired in 1994 for this master trust and were filed in paper format
as Exhibit 99(iii).
F-13
<PAGE>
FORM 11-K
DECEMBER 31, 1994
EXHIBIT INDEX
Exhibit Page
Exhibit 99(i) Financial Statements to Form 11-K of
Dominion Resources, Inc. Employee Savings
Plan (Filed in paper format)
Exhibit 99(ii) Independent Auditor's Consent
(Filed electronically herewith)
Exhibit 99(iii) Financial Statements to Form 11-K of
Virginia Power Hourly Employee Savings
Plan (Filed in paper format)
Exhibit 99(iv) Independent Auditor's Consent
(filed electronically herewith)
<PAGE>
Exhibit 99(ii)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-55403 of Dominion Resources, Inc. on Form S-8 of our report dated May
16, 1995, appearing in this Annual Report on Form 11-K of Dominion Resources,
Inc. Employee Savings Plan for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 30, 1995
<PAGE>
Exhibit 99(iv)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-55403 of Dominion Resources, Inc. on Form S-8 of our report dated May
16, 1995, appearing in this Annual Report on Form 11-K of Virginia Power
Hourly Employee Savings Plan for the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 30, 1995
