<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1995
FILE NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DOMINION RESOURCES, INC.
STOCK PURCHASE PLAN FOR CUSTOMERS OF
VIRGINIA POWER AND NORTH CAROLINA POWER
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DOMINION RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 54-1229715
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
901 E. BYRD STREET, RICHMOND, VIRGINIA 23219
(804) 775-5700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
LINWOOD R. ROBERTSON, SENIOR VICE PRESIDENT
W.H. RIGGS, JR., COORDINATOR FINANCIAL ADMINISTRATION
DOMINION RESOURCES, INC.
901 E. BYRD STREET, RICHMOND, VIRGINIA 23219
(804) 775-5700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPY TO:
ALLEN C. GOOLSBY, III
951 EAST BYRD STREET
RICHMOND, VIRGINIA 23219
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER EFFECTIVENESS.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. ( )
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. (X)
CALCULATION OF REGISTRATION FEE*
<TABLE>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock (without par
value) 1,850,000 shares $36.00 $66,600,000 $22,966
</TABLE>
*Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457 and based on the average of the high and
low prices as reported on the New York Stock Exchange composite tape by The Wall
Street Journal for March 20, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
[DOMINION RESOURCES LOGO]
DOMINION RESOURCES, INC.
STOCK PURCHASE PLAN FOR CUSTOMERS OF VIRGINIA POWER
AND NORTH CAROLINA POWER
1,850,000 SHARES OF COMMON STOCK (WITHOUT PAR VALUE)
Under the Stock Purchase Plan (the Plan) described in this Prospectus, most
retail customers of Virginia Electric and Power Company, which does business in
Virginia as VIRGINIA POWER and in North Carolina as NORTH CAROLINA POWER, may
purchase Common Stock of Dominion Resources, Inc. (Dominion Resources) through
12 equal monthly installments, without payment of any brokerage commissions.
Dominion Resources administers the Plan.
All Dominion Resources Common Stock issued under the Plan to participants who
complete their 12 monthly installments will automatically be deposited under the
Automatic Dividend Reinvestment and Stock Purchase Plan of Dominion Resources
and the owners of those shares will automatically become participants in that
Dividend Reinvestment Plan. See paragraph 6 of HOW THE PLAN WORKS under THE
PLAN.
Approximately 57,200 customers now participate in the Plan for the 12-month
period that ends in July 1995. If you wish to enroll in the Plan for the
12-month period beginning August 15, 1995, you must mail your enrollment card
(including Substitute Form W-9) to Dominion Resources on or before July 15,
1995, even if you are currently in the Plan. When you enroll, you elect the
amount of equal monthly installments that you wish to make (in multiples of $5,
but not less than $20, per month) and Dominion Resources will send to you
coupons showing the amount of the monthly installments you have chosen.
Interest accrues at the annual rate of 6% on the installment payments. Those
installment payments and interest will be used to purchase shares of Common
Stock at the end of the 12-month period at a price based upon the average sales
prices for the Common Stock on the 20th day of each month during the 12-month
period. Dominion Resources will pay all expenses associated with the Plan.
A customer's participation in the Plan cannot be assigned or transferred,
except by operation of law, and will be terminated if any monthly payment is 40
days in arrears. In addition, a participant may discontinue participation at any
time prior to paying the total installment amount for the 12-month period, upon
written notice to Dominion Resources. In either case, the installment payments
made will be returned to the participant and all accrued interest will be
forfeited.
Customers interested in the purchase of Dominion Resources Common Stock
should compare the Plan with purchases through Dominion Resources' Automatic
Dividend Reinvestment and Stock Purchase Plan and with market purchases (see
COMPARISON WITH AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN and
COMPARISON WITH MARKET PURCHASES under THE PLAN).
It is suggested that this Prospectus be retained for future reference.
Participation in the Plan and shares of Common Stock to be issued under the
Plan are being offered, and solicitations are therefore being made, only to
residents of California, Colorado, Connecticut, District of Columbia, Georgia,
Illinois, Maryland, Minnesota, New Hampshire, New Mexico, New York, North
Carolina, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West
Virginia, Wisconsin, and such other States where such offer or solicitation
would be lawful.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS APRIL , 1995.
<PAGE>
AVAILABLE INFORMATION
Dominion Resources is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports and
other information with the Securities and Exchange Commission (the Commission).
Information, as of a particular date, concerning directors and officers, their
remuneration, and any material interest of such persons in transactions with
Dominion Resources is disclosed in proxy statements distributed to shareholders
of Dominion Resources and filed with the Commission. Such reports, proxy
statements and other information filed by Dominion Resources can be inspected
and copied at prescribed rates at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the following Regional Offices: Chicago Regional Office, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; Los Angeles Regional Office, 5757
Wilshire Boulevard, Suite 500 East, Los Angeles, California 90036; and New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material also can be obtained from the Public Reference Section
of the Commission, Washington, D.C. 20549, at prescribed rates. Dominion
Resources Common Stock is listed on the New York Stock Exchange. Reports, proxy
statements and other information concerning Dominion Resources can be inspected
at the office of the New York Stock Exchange at Room 401, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
There are hereby incorporated in this Prospectus by reference the following
documents and information heretofore filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (the 1934 Act).
1. Dominion Resources' Annual Report for 1994 on Form 10-K.
2. The description of the class of securities to be offered, which is contained
in the Dominion Resources registration statement on Form 8-B (Item 4),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by Dominion Resources pursuant to Section 13(a), 13(c), 14
or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock pursuant hereto shall be deemed
to be incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents.
DOMINION RESOURCES HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON
TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS. WRITTEN OR ORAL REQUESTS FOR SUCH COPIES
SHOULD BE DIRECTED TO THE CORPORATE SECRETARY, DOMINION RESOURCES, INC., P.O.
BOX 26532, RICHMOND, VIRGINIA 23261-6532, TELEPHONE (804) 775-5700.
2
<PAGE>
TABLE OF CONTENTS
The Plan........................................... 4
How the Plan Works............................ 4
Information to Participants................... 6
Responsibilities of Dominion Resources........ 6
Federal Income Tax Consequences............... 7
Comparison with Automatic Dividend
Reinvestment and Stock Purchase Plan.......... 7
Comparison with Market Purchases.............. 8
Enrollment in the Plan........................ 8
The Company........................................ 8
Common Stock Dividends and Price Range............. 9
Use of Proceeds.................................... 9
Experts............................................ 9
3
<PAGE>
THE PLAN
The Plan provides most retail non-governmental customers of Virginia Power and
North Carolina Power, including those residing in master-metered dwellings, with
a method of purchasing newly-issued shares of Dominion Resources Common Stock on
an installment basis. The outstanding shares of Dominion Resources Common Stock
are listed on the New York Stock Exchange and the additional shares offered
under the Plan will be so listed upon issuance. The Plan is described below and
is administered by Dominion Resources.
HOW THE PLAN WORKS
1. If you wish to enroll in the Plan for the 12-month period beginning August
15, 1995 (whether you are presently participating in the Plan or wish to enroll
for the first time), you should complete and sign the enrollment card (including
Substitute Form W-9) and mail the card to Dominion Resources within two weeks
after receipt but no later than July 15, 1995. You may elect the amount of the
equal monthly installment that you wish to make (in multiples of $5, but not
less than $20, per month), but the Plan does not permit any changes in the
monthly installment amount during the 12-month period. The first installment
payment will be due in August 1995 and the final payment will be due in July
1996. Dominion Resources anticipates that it will issue the Plan shares on or
before the September 1996 dividend record date and therefore the Plan shares
will be entitled to any dividend payable on the September 1996 dividend payment
date.
Upon receipt by Dominion Resources of a properly completed and signed
enrollment card, Dominion Resources will send to you coupons that show the
amount of each monthly installment that you have chosen and the date the
installment is due. Each month thereafter, you must mail to Dominion Resources
your check for the installment amount together with the appropriate coupon. NO
MORE THAN TWELVE PAYMENTS WILL BE ACCEPTED. PAYMENTS MUST BE FOR AT LEAST THE
AMOUNT SHOWN ON THE COUPON. DOMINION RESOURCES RESERVES THE RIGHT TO REFUSE
AMOUNTS IN EXCESS OF TWICE THE AMOUNT SHOWN ON THE COUPON. ALL PAYMENTS MUST BE
MADE BY CHECK OR MONEY ORDER MADE PAYABLE TO DOMINION RESOURCES, INC.
4
<PAGE>
2. Interest accrues under the Plan at the annual rate of 6% on the installment
payments from the date of receipt at the Dominion Resources Richmond payment
processing center until the date of purchase. The rate at which interest accrues
under the Plan will not change during the Plan year. The installment payments,
plus accrued interest, will be used to purchase shares of Dominion Resources
Common Stock after the expiration of the 12-month period. The purchase price of
the shares will be equal to the average of the high and low sale prices for the
Common Stock as reported on the composite tape of the New York Stock Exchange by
The Wall Street Journal on the 20th day of each month during the 12-month period
(but if the Exchange is closed on any such date, the purchase price for that
month will be computed on the next business day that the Exchange is open).
3. Dominion Resources will pay all expenses associated with the Plan. Dominion
Resources reserves the right to cancel or amend the Plan, or waive strict
compliance with its terms, at any time. In case of cancellation, Dominion
Resources will return to the participants their respective installment payments
plus accrued interest or, in its sole discretion, it may permit participants to
apply such amounts to the purchase of Common Stock, at a price to be established
by Dominion Resources, on a basis that it considers equitable.
4. Participation in the Plan will be terminated automatically if any monthly
payment is 40 days in arrears. In addition, a participant may discontinue
participation at any time prior to paying the total installment amount for the
12-month period, upon written notice, to Dominion Resources. In either case, the
installment payments made will be returned to the participant and all accrued
interest will be forfeited.
5. A participant who remains in the Plan for the full 12 months will receive a
detailed statement from Dominion Resources itemizing the total amount of their
contributions, interest paid, and any applicable taxes withheld and the number
of whole and fractional shares purchased for their account. The statements
should be mailed by August 30, 1996. THESE STATEMENTS SHOULD BE RETAINED BY
PARTICIPANTS TO DETERMINE THE TAX COST BASIS FOR SHARES PURCHASED. See Item 2
under FEDERAL INCOME TAX CONSEQUENCES below.
Dominion Resources is not obligated to provide interim statements to
participants, but it will reply to any reasonable inquiries addressed to
Dominion Resources, Inc., Customer Stock Purchase Plan, P.O. Box 26532,
Richmond, Virginia 23261-6532.
6. All Common Stock issued under the Plan to participants who complete their
12 monthly installments will automatically be deposited for safekeeping under
the Automatic Dividend Reinvestment and Stock Purchase Plan of Dominion
Resources (the Dividend Reinvestment Plan) and the owners of those shares will
automatically become participants in the Dividend Reinvestment Plan. In addition
to the reinvestment of dividends, the Dividend Reinvestment Plan provides the
participant protection against the loss, theft, or inadvertent destruction of
stock certificates. Moreover, the Dividend Reinvestment Plan provides holders of
small amounts of Common Stock with a means of selling their shares at a savings
in brokerage fees. Participants have the ability to obtain at any time upon
request, and in accordance with the provisions of the Dividend Reinvestment
Plan, a stock certificate representing their shares. See COMPARISON WITH
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN, below.
5
<PAGE>
Dominion Resources will furnish a Prospectus for the Dividend Reinvestment
Plan with each Prospectus for the Customer Stock Purchase Plan.
7. During the Plan year, the indicated yield on Dominion Resources Common
Stock (indicated annual dividend divided by market value) may or may not exceed
the 6% interest rate that will accrue on installment payments under the Plan,
but participants in the Plan will have no right to dividends and no other rights
as holders of Dominion Resources Common Stock until the shares are issued.
8. There are no brokerage fees on shares purchased for a participant's account
because shares are purchased directly from Dominion Resources. But it should be
recognized that since purchase prices are determined as of the specified date, a
participant loses any advantage otherwise available from being able to select
the timing of his purchases. See COMPARISON WITH AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN and COMPARISON WITH MARKET PURCHASES, below.
9. A participant who ceases to be a customer of Virginia Power or North
Carolina Power will continue to be enrolled in the Plan and should notify
Dominion Resources of any change in address. Such a person, however, would not
be eligible to re-enroll again in the Plan for any subsequent Plan year.
INFORMATION TO PARTICIPANTS
Each participant will receive copies of all reports furnished to shareholders
during the 1995-96 Plan year.
RESPONSIBILITIES OF DOMINION RESOURCES
Installment payments made will be paid directly to Dominion Resources, and
Dominion Resources will be responsible for providing amounts due to any
participant who terminates participation in the Plan.
In acting under the terms and conditions of the Plan as described in this
Prospectus, neither Dominion Resources nor any of its agents or subsidiaries
shall be liable with respect to the price at which shares are purchased for a
participant's account or with respect to any fluctuation in the market value
before or after the purchase of shares.
Dominion Resources has no responsibility to confirm receipt of the monthly
installment payments but, as described above, it will provide participants with
a detailed statement of their Plan accounts following the expiration of the
12-month period.
A participant's interest in and obligations under the Plan cannot be
transferred or assigned, except by operation of law. Upon receipt by Dominion
Resources of notice of death or adjudicated incompetency of any participant,
Dominion Resources will waive, for a reasonable period of time until the
participant's legal representative is appointed, the provision of the Plan for
automatic termination and forfeiture of any accrued interest if any installment
payment is 40 days in arrears. Until Dominion Resources receives proof,
satisfactory to Dominion Resources, of the legal representative's right to
receive previous installment payments, no refund of such payments will be made
but interest will continue to accrue.
None of Dominion Resources and Virginia Electric and Power Company nor their
agents shall be liable for any claim or liability arising out of any act done by
any of them in good faith, or arising out of any good faith omission by any of
them to act.
All matters in connection with the Plan shall be governed by the laws of the
Commonwealth of Virginia.
6
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The following summary of Federal income tax consequences is based on rulings
that Virginia Electric and Power Company received from the Internal Revenue
Service (the IRS) regarding the Customer Stock Purchase Plan as maintained by
Virginia Electric and Power Company before the formation of Dominion Resources.
Those rulings technically do not apply to the purchase of Dominion Resources
Common Stock under the Plan. During the audit of Virginia Electric and Power
Company's 1980 and 1981 Federal income tax returns, local agents of the IRS
proposed that interest accrued on the monthly installments should not be treated
as interest for Federal income tax purposes. Virginia Electric and Power Company
appealed the local agents' proposal, and the Appellate Division of the IRS
agreed to Virginia Electric and Power Company's treatment of those amounts as
interest for years 1980 and 1981. Although the local agents may challenge the
treatment of the amounts accrued on monthly installments as interest during
future audits, they have followed the Appellate agreement during the 1982
through 1990 tax years.
1. Interest earned on monthly installments will not be taxable before it
becomes nonforfeitable. Consequently, such interest ordinarily will be taxable
in the year shares are issued. (If the amounts earned on monthly installments
are ultimately determined not to constitute interest for Federal income tax
purposes, possibly no amount earned on monthly installments will be taxable to
participants in the year shares are issued.)
2. A participant's cost basis of stock received under the Plan will be the
amount of installment payments plus interest earned. (If the amounts earned on
installment payments are ultimately determined not to constitute interest for
Federal income tax purposes, possibly no amount earned on installment payments
will be includible in a participant's basis for stock purchased under the Plan.)
3. A participant's holding period for stock purchased under the Plan will
begin on the day after the date Dominion Resources receives the participant's
twelfth installment payment. The date of receipt of such payment will be shown
on a statement furnished to the participant. The statement also will provide the
participant with other information necessary to calculate the taxable income
resulting from participation in the Plan.
COMPARISON WITH AUTOMATIC DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN
Virginia Power and North Carolina Power customers who are interested in the
purchase of Common Stock of Dominion Resources should consider whether the
purchase of shares through the Dividend Reinvestment Plan would be more
advantageous. A holder of any number of shares of Dominion Resources Common
Stock may enroll in the Dividend Reinvestment Plan. Under the Dividend
Reinvestment Plan, dividends on the shares registered in the name of the
shareholder may be automatically reinvested in whole or in part in Dominion
Resources Common Stock or, at the election of the registered shareholder, may be
paid to him in whole or part. (Shares issued through the Customer Stock Purchase
Plan do not become registered in the name of the participant until the
completion of the Plan year.) All dividends on shares held under the Dividend
Reinvestment Plan are automatically reinvested. The shareholder may also make
additional cash payments for the purchase of Common Stock in any month.
Participants pay no brokerage fees on newly issued shares purchased directly
from Dominion Resources, and Dominion Resources will pay the brokerage fees on
any shares of Dominion Resources common stock purchased on
7
<PAGE>
the open market. For tax purposes these fees will be considered as additional
dividend income to the participant. The Dividend Reinvestment Plan is not a
systematic investment plan requiring monthly payments; a participant may vary
the amount of his investment or make no investment in any month, with no penalty
for failing to invest. All expenses of the Dividend Reinvestment Plan are borne
by Dominion Resources, except brokerage commissions on sales.
After completion of the Plan, Dominion Resources will deposit each
participant's Common Stock shares issued under the Plan for safekeeping under
the Dividend Reinvestment Plan and enroll participants in the Dividend
Reinvestment Plan. See paragraph 6 of HOW THE PLAN WORKS, above.
The foregoing is only a summary of the Dividend Reinvestment Plan. Details are
contained in the Prospectus relating to that Plan. A copy of that Prospectus
will be furnished to each Customer Stock Purchase Plan participant at the time
of mailing of the Prospectus for the Customer Stock Purchase Plan. A copy can
also be obtained by writing to the Corporate Secretary, Dominion Resources,
Inc., P.O. Box 26532, Richmond, Virginia 23261-6532.
COMPARISON WITH MARKET PURCHASES
Although the participant pays no brokerage fees on shares purchased by the Plan
for a participant's account, the participant may lose any advantage otherwise
available from current dividend payments and from being able to select the
timing and the amount of purchases.
ENROLLMENT IN THE PLAN
If you wish to enroll in the Plan, complete and sign the enclosed enrollment
card and mail the card (including Substitute Form W-9) to Dominion Resources
within two weeks after receipt, but no later than July 15, 1995 even if you are
currently enrolled for the 1994-1995 Plan year. Your enrollment will enable you
to participate in the Plan for the 1995-1996 Plan year only. If Dominion
Resources chooses to continue the Plan after that time and you are still a
customer of Virginia Power or North Carolina Power, you will be provided with
the opportunity to continue your participation in the Plan by signing a new
enrollment card for each such Plan year.
All inquiries should be addressed to Dominion Resources, Inc., Customer Stock
Purchase Plan, P.O. Box 26532, Richmond, Virginia 23261-6532.
When corresponding with Dominion Resources, we suggest that you give your
daytime telephone number and area code.
THE COMPANY
Dominion Resources, organized in 1983, has its principal place of business at
Riverfront Plaza, West Tower, 901 E. Byrd Street, Richmond, Virginia 23219,
telephone (804) 775-5700. Dominion Resources owns all of the outstanding common
stock of its three immediate subsidiaries. Virginia Electric and Power Company
is the principal subsidiary of Dominion Resources.
Dominion Resources' other immediate subsidiaries are: Dominion Capital, Inc.,
active in investment management and involved in joint venture real estate
development projects and Dominion Energy, Inc., active in nonutility electric
power generation projects and joint venture development of natural gas reserves.
8
<PAGE>
COMMON STOCK DIVIDENDS
AND PRICE RANGE
Virginia Electric and Power Company and, beginning in September 1983, Dominion
Resources have paid cash dividends on their publicly held Common Stock in each
year since 1925. Such dividends were paid in the following annual amounts per
share for the last five years (adjusted to reflect Dominion Resources' 3 for 2
stock split for shares of record on January 2, 1992): 1990 -- $2.23;
1991 -- $2.32; 1992 -- $2.40; 1993 -- $2.48 and 1994 -- $2.55. Typically, in the
fall of each year, the Dominion Resources Board of Directors reviews the Common
Stock dividend rate. In October 1994, the Board increased the dividend to an
indicated annual rate of $2.58 per share.
The following table shows the high and low sales prices of Dominion Resources
Common Stock as reported on the New York Stock Exchange composite tape by The
Wall Street Journal.
YEAR HIGH LOW
1993
First quarter................. 44 1/4 38 1/4
Second quarter................ 45 41 7/8
Third quarter................. 48 7/8 44 1/8
Fourth quarter................ 49 1/2 43 7/8
1994
First quarter................. 45 3/8 39 5/8
Second quarter................ 42 1/2 35 7/8
Third quarter................. 38 3/8 34 7/8
Fourth quarter................ 38 1/8 35 1/8
1995
First quarter
Second quarter
(through April , 1995)......
The last reported sale price of Common Stock on the New York Stock Exchange on
April , 1995 was $ per share.
The price of common stock varies over time and neither the price of Dominion
Resources Common Stock nor the dividends paid upon the Common Stock are
guaranteed by any governmental authority or otherwise.
USE OF PROCEEDS
The proceeds to Dominion Resources from the issuance of shares of Common Stock
pursuant to the Plan will be added to the general funds of Dominion Resources
and will be used to meet its capital requirements and the capital requirements
of its subsidiaries.
EXPERTS
The consolidated financial statements incorporated by reference in the Dominion
Resources Annual Report for 1994 on Form 10-K have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report incorporated by
reference in such Form 10-K. Such consolidated financial statements are
incorporated herein by reference in reliance on such report given upon the
authority of that firm as experts in accounting and auditing.
Legal conclusions relating to franchises, title to properties, rate,
environmental and other regulatory matters and litigation in Dominion Resources'
Annual Report on Form 10-K for the fiscal year ended December 31, 1994
(incorporated by reference in this Prospectus) have been reviewed by Hunton &
Williams, Richmond, Virginia, except that, so far as matters relating to title
to properties are governed by the laws of West Virginia, they have been reviewed
by Jackson & Kelly, Charleston, West Virginia. Such conclusions are incorporated
in this prospectus by reference in reliance on their authority as experts.
9
<PAGE>
NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE TO
WHICH IT RELATES, OR AN OFFER OR SOLICITATION WITH RESPECT TO THOSE SECURITIES
TO WHICH IT RELATES TO ANY PERSONS IN ANY JURISDICTION WHERE SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES
NOT IMPLY THAT THE INFORMATION CONTAINED OR INCORPORATED HEREIN AT ITS DATE IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
Available Information............................ 2
Incorporation of Certain Documents by
Reference...................................... 2
The Plan......................................... 4
How the Plan Works............................. 4
Information to Participants.................... 6
Responsibilities of Dominion Resources......... 6
Federal Income Tax Consequences................ 7
Comparison with Automatic Dividend Reinvestment
and Stock Purchase Plan........................ 7
Comparison with Market Purchases............... 8
Enrollment in the Plan......................... 8
The Company...................................... 8
Common Stock Dividends and Price Range........... 9
Use of Proceeds.................................. 9
Experts.......................................... 9
PROSPECTUS
DOMINION RESOURCES
STOCK PURCHASE PLAN
FOR CUSTOMERS OF
VIRGINIA POWER AND
NORTH CAROLINA POWER
(Dominion Resources logo)
1,850,000 SHARES
COMMON STOCK
(WITHOUT PAR VALUE)
APRIL , 1995
(VIRGINIA POWER LOGO)
VIRGINIA POWER/NORTH CAROLINA POWER
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
ESTIMATED
<S> <C>
Securities and Exchange Commission fee........................... $22,966
Printing expense -- Registration Statement and Prospectus, etc... 14,500
Transfer Agent and Registrar fees................................ 2,500
Fees of New York Stock Exchange for listing...................... 1,500
Counsel fees..................................................... 6,000
Accountants' fees................................................ 5,000
Miscellaneous.................................................... 1,534
Total....................................................... $54,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of Dominion Resources' Articles of Incorporation mandates
indemnification of its directors and officers to the full extent permitted by
the Virginia Stock Corporation Act (the Virginia Act) and any other applicable
law. The Virginia Act permits a corporation to indemnify its directors and
officers against liability incurred in all proceedings, including derivative
proceedings, arising out of their service to the corporation or to other
corporations or enterprises that the officer or director was serving at the
request of the corporation, except in the case of willful misconduct or a
knowing violation of a criminal law. Dominion Resources is required to indemnify
its directors and officers in all such proceedings if they have not violated
this standard.
In addition, Article VI of Dominion Resources' Articles of Incorporation
limits the liability of its directors and officers to the full extent permitted
by the Virginia Act as now and hereafter in effect. The Virginia Act places a
limit on the liability of a director or officer in derivative or shareholder
proceedings equal to the lesser of (i) the amount specified in the corporation's
articles of incorporation or a shareholder-approved bylaw; or (ii) the greater
of (a) $100,000 or (b) twelve months of cash compensation received by the
director or officer. The limit does not apply in the event the director or
officer has engaged in willful misconduct or a knowing violation of a criminal
law or a federal or state securities law. The effect of Dominion Resources'
Articles of Incorporation, together with the Virginia Act, is to eliminate
liability of directors and officers for monetary damages in derivative or
shareholder proceedings so long as the required standard of conduct is met.
ITEM 16. EXHIBITS:
4(i) -- Articles of Incorporation of Dominion Resources, Inc. as in
effect on May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal
year ended December 31, 1993, File No. 1-8489, incorporated by
reference).
4(ii) -- Bylaws of Dominion Resources, Inc., as in effect on September
21, 1994 (Exhibit 3(ii), Form 10-K for the fiscal year ended
December 31, 1994, File No. 1-8489, incorporated by
reference).
5 -- Opinion of Hunton & Williams (filed herewith).
23(i) -- Consent of Hunton & Williams (contained in Exhibit 5).
23(ii) -- Consent of Jackson & Kelly (filed herewith).
23(iii) -- Consent of Deloitte & Touche LLP (filed herewith).
25 -- Powers of Attorney (included herein).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes either agent for
service named in the registration statement, as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and file all amendments
and post-effective amendments to the registration statement, and Dominion
Resources hereby confers like authority to sign and file on its behalf.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on the 24th day
of March, 1995.
DOMINION RESOURCES, INC.
By THOS. E. CAPPS
(Thos. E. Capps, Chairman of the
Board of Directors
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the 24th day of March, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
JOHN B. ADAMS, JR. Director
John B. Adams, Jr.
TYNDALL L. BAUCOM President (Chief Operating Officer)
Tyndall L. Baucom and Director
JOHN B. BERNHARDT Director
John B. Bernhardt
THOS. E. CAPPS Chairman of the Board of Directors
Thos. E. Capps (Chief Executive Officer) and Director
BENJAMIN J. LAMBERT, III Director
Benjamin J. Lambert, III
RICHARD L. LEATHERWOOD Director
Richard L. Leatherwood
HARVEY L. LINDSAY, JR. Director
Harvey L. Lindsay, Jr.
K. A. RANDALL Director
K. A. Randall
WILLIAM T. ROOS Director
William T. Roos
FRANK S. ROYAL Director
Frank S. Royal
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
JUDITH B. SACK Director
Judith B. Sack
RICHARD L. SHARP Director
Richard L. Sharp
S. DALLAS SIMMONS Director
S. Dallas Simmons
ROBERT H. SPILMAN Director
Robert H. Spilman
LINWOOD R. ROBERTSON Senior Vice President
Linwood R. Robertson (Chief Financial Officer)
J. L. TRUEHEART Vice President
J. L. Trueheart and Controller (Principal
Accounting Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
<S> <C>
4(i) Articles of Incorporation of Dominion Resources, Inc. as in effect on May 4, 1987 (Exhibit 3(i),
Form 10-K for the fiscal year ended December 31, 1993, File No. 1-8489, incorporated by reference).
4(ii) Bylaws of Dominion Resources, Inc. as in effect on September 21, 1994 (Exhibit 3(ii), Form 10-K for the fiscal
year ended December 31, 1994, File No. 1-8489, incorporated by reference).
5 Opinion of Hunton & Williams (filed herewith).
23(i) Consent of Hunton & Williams (contained in Exhibit 5).
23(ii) Consent of Jackson & Kelly (filed herewith).
23(iii) Consent of Deloitte & Touche LLP (filed herewith).
25 Powers of attorney (contained herein).
</TABLE>
<PAGE>
EXHIBIT 5
March 24, 1995
Dominion Resources, Inc.
Riverfront Plaza, West Tower
901 East Byrd Street
Richmond, Virginia 23219
DOMINION RESOURCES, INC.
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Gentlemen:
We have acted as counsel to Dominion Resources, Inc., a Virginia
corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-3 to be filed with the Securities and
Exchange Commission on or about March 24, 1995 (the "Registration
Statement"), with respect to the proposed issuance and sale of shares of
the Company's Common Stock, without par value (the "Common Stock"),
pursuant to the above-referenced plan (the "Plan"). In connection with
the foregoing, we have examined the Registration Statement and such
other documents as we have considered necessary in rendering the
opinions expressed below.
For purposes of the opinions expressed below, we have assumed (i)
the authenticity of all documents submitted to us as originals and (ii)
the conformity to the originals of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals.
Based on the foregoing, we are of the opinion that the Company has
been duly incorporated and is validly existing and in good standing
under the laws of the Commonwealth of Virginia, with the corporate power
and authority to conduct its business and issue the Common Stock
pursuant to the Plan.
We further are of the opinion that the issuance and sale of the
Common Stock pursuant to the Plan has been duly authorized by the
Company's Board of Directors and that when the steps outlined below have
been completed, (i) no further consent, approval, authorization or order
of any governmental agency or body or official will be required to be
made for the issuance and sale of the Common Stock pursuant to the Plan
(except such governmental authorization as may be necessary under the
Blue Sky laws of the several states) and (ii) the shares of Common Stock
issued pursuant to the Plan will be validly issued, fully paid and
nonassessable.
The steps to be taken as indicated in the preceding paragraph are:
(i) compliance with the Securities Act of 1933, as amended; and
(ii) issuance and sale of the Common Stock in accordance with the
terms and conditions of the Plan.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the statements made in regard to our firm
under the caption EXPERTS in the Registration Statement.
Very truly yours,
HUNTON & WILLIAMS
<PAGE>
CONSENT OF JACKSON & KELLY
EXHIBIT 23(ii)
March 24, 1995
Dominion Resources, Inc.
Richmond, Virginia 23261
RE: DOMINION RESOURCES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Dear Sirs:
We hereby consent to the statements made in respect to our firm
under the caption "EXPERTS" appearing in the Registration Statement on
Form S-3 (and the prospectus included therein) of Dominion Resources,
Inc., to be filed on or about March 24, 1995, with the Securities and
Exchange Commission under the provisions of the Securities Act of 1933,
as amended, for registration of 1,850,000 shares of its Common Stock,
without par value.
Very truly yours,
JACKSON & KELLY
<PAGE>
EXHIBIT 23(iii)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Dominion Resources, Inc. on Form S-3 of our report dated
February 6, 1995, incorporated by reference in the Annual Report on Form
10-K of Dominion Resources, Inc. for the year ended December 31, 1994,
and to the reference to us under the heading "Experts" in the
Prospectus, which is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
Richmond, Virginia
March 24, 1995
