SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-8489
DOMINION RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1229715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
901 East Byrd Street, Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (804) 775-5700
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes __X__ No _____
At April 30, 1995 the latest practicable date for determination,
172,782,542 shares of common stock, without par value, of the
registrant were outstanding.
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DOMINION RESOURCES, INC.
INDEX
Page
Number
PART I. Financial Information
Item 1. Consolidated Financial Statements
Consolidated Statements of Income - Three 3
Months Ended March 31, 1995 and 1994
Consolidated Balance Sheets - March 31, 1995
4-5
and December 31, 1994
Consolidated Statements of Cash Flows
6-7
Three Months Ended March 31, 1995 and 1994
Notes to Consolidated Financial Statements 8-11
Item 2. Management's Discussion and Analysis
12-16
PART II. Other Information
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of 18
Security Holders
Item 5. Other Information 19-20
Item 6. Exhibits and Reports on Form 8-K 21
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DOMINION RESOURCES, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended
March 31,
1995 1994
Millions, except per share amounts
Operating revenues and income:
Electric $1,076.3 $1,102.1
Nonutility 53.0 64.9
1,129.3 1,167.0
Operating expenses:
Fuel, net 254.0 262.3
Purchased power capacity, net 178.7 177.3
Other operation 168.4 153.1
Maintenance 66.9 70.5
Depreciation and amortization 135.2 135.4
Other taxes 69.6 73.2
872.8 871.8
Operating income 256.5 295.2
Other income 2.3 3.3
Income before fixed charges and
Federal income taxes 258.8 298.5
Fixed charges:
Interest charges, net 95.2 91.0
Preferred dividends of Virginia
Power 11.7 10.0
106.9 101.0
Income before provision for
Federal income taxes 151.9 197.5
Provision for Federal income
taxes 43.4 56.1
Net income $108.5 $141.4
Average common stock 172.3 168.5
Earnings per common share $ 0.63 $ 0.84
Dividends paid per common share $ 0.645 $ 0.635
__________________
The accompanying notes are an integral part of the Consolidated
Financial Statements.
3
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DOMINION RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
(UNAUDITED)
March 31, December 31,
1995 1994*
(Millions)
Current assets:
Cash and cash equivalents $ 122.8 $ 146.7
Trading securities 62.1 110.8
Customer accounts receivable, net 245.4 202.7
Other accounts receivable 113.2 83.2
Accrued unbilled revenues 98.2 97.4
Accrued taxes 41.1 0.0
Materials and supplies:
Plant and general 187.4 186.6
Fossil fuel 82.1 122.9
Other 96.7 136.2
1,049.0 1,086.5
Investments 1,276.5 1,160.1
Property, plant and equipment: 15,533.9 15,415.4
Less accumulated depreciation
and amortization 5,292.0 5,170.0
10,241.9 10,245.4
Deferred charges and other assets:
Regulatory assets 859.1 871.0
Other 190.4 199.2
1,049.5 1,070.2
Total assets $13,616.9 $13,562.2
__________________
The accompanying notes are an integral part of the
Consolidated Financial Statements.
* The Balance Sheet at December 31, 1994 has been taken from
the udited Consolidated Financial Statements at that date.
4
DOMINION RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(UNAUDITED)
March 31, December 31,
1995 1994*
(Millions)
Current liabilities:
Securities due within one year $ 205.1 $ 399.1
Short-term debt 76.8 146.0
Accounts payable, trade 293.7 343.5
Accrued interest 108.0 106.3
Accrued taxes 111.3 0.0
Accrued payrolls 48.6 59.5
Customer deposits 55.2 55.0
Provision for rate refunds 14.3 12.2
Other 94.4 115.8
1,007.4 1,237.4
Long-term debt:
Utility 4,073.7 3,910.4
Nonrecourse - nonutility 657.1 640.2
Other 200.0 160.0
4,930.8 4,710.6
Deferred credits and other liabilities:
Deferred income taxes 1,633.0 1,613.6
Investment tax credits 284.9 289.2
Deferred fuel expenses 50.7 51.5
Other 276.5 257.7
2,245.1 2,212.0
Total liabilities 8,183.3 8,160.0
Commitments and Contingencies
Preferred stock:
Virginia Power stock subject to
mandatory redemption 221.7 222.1
Virginia Power stock not subject to
mandatory redemption 594.0 594.0
Common shareholders' equity:
Common stock - no par 3,180.7 3,157.6
Retained earnings 1,449.5 1,455.2
Allowance on available-for-sale
securities (33.4) (47.8)
Other 21.1 21.1
4,617.9 4,586.1
Total liabilities & shareholders'
equity $13,616.9 $13,562.2
The accompanying notes are an integral part of the
Consolidated Financial Statements.
* The Balance Sheet at December 31, 1994 has been taken from
the audited Consolidated Financial Statements at that date.
5
DOMINION RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
1995 1994
(Millions)
Cash flows from operating activities:
Net income $ 108.5 $ 141.4
Adjustments to reconcile net income to
net cash:
Depreciation and amortization 151.3 152.8
Deferred income taxes 16.5 47.1
Investment tax credits, net (4.2) (4.2)
Allowance for other funds used
during construction (1.8) (1.2)
Deferred fuel expenses (0.8) (16.9)
Deferred capacity expenses (0.8) 30.0
Non-cash return on terminated
construction projects costs (pre-tax) (2.3) (2.7)
Changes in assets and liabilities:
Accounts receivable (65.0) 121.0
Accrued unbilled revenues 29.6 35.9
Materials and supplies 40.1 33.7
Accounts payable, trade (27.6) (65.0)
Accrued interest and taxes 95.2 42.4
Provision for rate refunds 2.1 (98.9)
Other changes 29.8 (72.4)
Net cash flows from operating activities 370.6 343.0
Cash flows from (to) financing activities:
Issuance of common stock 35.0 52.7
Issuance of long-term debt:
Utility 200.0 164.0
Nonrecourse-nonutility 55.2 5.3
Issuance (repayment) of short-term debt (69.1) (35.9)
Repayment of long-term debt and
preferred stock (239.9) (153.1)
Common dividend payments (111.0) (106.9)
Other (4.3) 8.9
Net cash flows (to) financing
activities (134.1) (65.0)
6
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DOMINION RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(CONTINUED)
Three Months Ended
March 31,
1995 1994
(Millions)
Cash flows from (used in) investing activities:
Capital expenditures-(excluding
AFC-equity funds) (141.1) (132.8)
Investments in Marketable Securities 29.1 (72.5)
Sale of Accounts Receivable (60.0) (50.0)
Other (88.4) (21.1)
Net cash flows (used in) investing activities (260.4) (276.4)
Increase in cash and cash equivalents (23.9) 1.6
Cash and cash equivalents at beginning of
period 146.7 102.0
Cash and cash equivalents at end of period $122.8 $103.6
Supplementary cash flows information:
Cash paid during the period for:
Interest (net of interest capitalized) $ 133.1 $ 95.3
Income taxes 3.4 5.6
__________
The accompanying notes are an integral part of the Consolidated
Financial Statements.
7
DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) In the opinion of Dominion Resources' management, the
accompanying unaudited Consolidated Financial Statements
contain all adjustments, consisting only of normal recurring
accruals, necessary to present fairly the financial position as
of March 31, 1995, the results of operations for the three-month
periods ended March 31, 1995 and 1994, and cash flows for the
three-month periods ended March 31, 1995 and 1994.
These Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements and notes
thereto included in the Dominion Resources Annual Report on Form
10-K for the year ended December 31, 1994.
Certain amounts in the 1994 Consolidated Financial
Statements have been reclassified to conform to the 1995
presentation.
The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the full
year.
(b) Common Stock
At March 31, 1995 there were 300,000,000 shares of common
stock authorized of which 172,706,628 were issued and
outstanding.
Common shareholders' equity at March 31, 1995 also includes
$12.3 million for amounts received under the Stock Purchase Plan
for Customers of Virginia Power and the Automatic Dividend
Reinvestment and Stock Purchase Plan for which shares have not
yet been issued. Common shares issued during the referenced
periods were as follows:
Three Months Ended
March 31,
1995 1994
Automatic Dividend
Reinvestment and
Stock Purchase Plan 645,998 722,439
Customer Stock Purchase Plan 0 0
Employee Savings Plan 0 232,311
Stock repurchase and retirement (377,000) 0
Other 32,581 36,774
Total Shares 301,579 991,524
(c) Long-term Incentive Plan
On February 24, 1995, the Organization and Compensation
Committee of the Board of Directors of Dominion Resources awarded
participants 25,320 shares of restricted common stock at the
award price of $37.625 per share. The stock has a one to
three-year vesting period.
8
DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
For the three-month period ended March 31, 1995, no common
shares were issued associated with exercised stock options from
previous awards. As of March 31, 1995, options from 11,076
shares were exercisable from previous awards.
(d) Preferred Stock - Virginia Power
As of March 31, 1995, there were 2,217,319 and 5,940,140
issued and outstanding shares of preferred stock subject to
mandatory redemption and preferred stock not subject to mandatory
redemption, respectively. There are a total of 10,000,000
authorized shares of Virginia Power's preferred stock.
(e) Provision for Federal Income Taxes
Total Federal income tax expense differs from the amount
computed by applying the statutory Federal income tax rate to
pre-tax income for the following reasons:
Three Months Ended
March 31,
1995 1994
(Millions)
Computation of Provision
for Federal Income Tax:
Pre-tax income $151.9 $197.5
Tax at statutory federal
income tax rate of 35% applied
to pre-tax income $ 53.2 $ 69.1
Changes in federal income
taxes resulting from:
Preferred dividends
of Virginia Power 4.1 3.5
Nonconventional Fuel credit (7.3) (9.0)
Ratable amortization of
investment tax credits (4.2) (4.2)
Other, net (2.4) (3.3)
Total Provisions for Federal
Income Tax Expense $43.4 $56.1
Effective Tax Rate 28.6% 28.4%
(f) Contingencies
Litigation
For matters relating to corporate governance issues between
Dominion Resources and Virginia Power, see Part II. Other
Information Item 1. - Legal Proceedings and Note O to
CONSOLIDATED FINANCIAL STATEMENTS included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
9
DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
Virginia Power
Nuclear Insurance
The Price-Anderson Act limits the public liability of an
owner of a nuclear power plant to $8.9 billion for a single
nuclear incident. Virginia Power is a member of certain
insurance programs that provide coverage for property damage to
members' nuclear generating plants, replacement power and
liability in the event of a nuclear incident. Virginia Power may
be subject to retrospective premiums in the event of major
incidents at nuclear units owned by covered utilities (including
Virginia Power). For additional information, see Note O to
CONSOLIDATED FINANCIAL STATEMENTS included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994.
Nonutility Subsidiaries:
Dominion Energy
Dominion Cogen, Inc., is a wholly owned subsidiary of
Dominion Energy with an investment interest in the Clear Lake
cogeneration plant near Houston, Texas. Under terms of the
investment agreement, Dominion Resources must provide contingent
equity support to Dominion Energy. While management believes
that the possibility of such support is remote, Dominion
Resources could be required to insure that Dominion Energy has
sufficient funds to meet its guarantee of $58.8 million.
Dominion Energy has general partnership interests in
certain of its energy ventures. Accordingly, Dominion Energy may
be called upon to fund future operation of these investments to
the extent operating cash flow is insufficient.
(g) Lines of Credit
Dominion Resources and its subsidiaries have lines of
credit and revolving credit agreements that provide for maximum
borrowings of $705.8 million. At March 31, 1995, $97.1 million
had been borrowed under such agreements. In addition, these
credit agreements supported $203.1 million of Dominion Resources'
commercial paper and $104.4 million of nonrecourse commercial
paper issued by Dominion Resources' subsidiaries which was
outstanding at March 31, 1995. A total of $290.0 million of the
commercial paper is classified as long-term debt since it is
supported by revolving credit agreements that have expiration
dates extending beyond one year.
10
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DOMINION RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
(h) Investments
Investments at March 31, 1995 and December 31, 1994 are as
follows:
March 31,
December 31,
1995
1994
(Millions)
Investments in affiliates $ 264.2 $ 282.8
Available-for-sale securities 316.2 286.5
Nuclear decommissioning trust funds 282.3 260.9
Investments in real estate 132.2 107.5
Other 281.6 222.4
$1,276.5 $1,160.1
11
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DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
First Source Financial
On December 27, 1994, Dominion Capital (DCI), through its
owned subsidiary Virginia Financial Ventures, Inc., contributed
$5 million to an escrow account for a 50% interest in First
Source Financial LLP, a joint venture with HCFS Corporate Finance
Venture, Inc. (HCFS). A Venture Agreement was concurrently
signed whereby DCI's contribution, with that of HCFS, was held
pending final closing of the joint venture which occurred on
March 24, 1995. On March 27, 1995, DCI funded their portion of
the joint venture with an additional $45 million contribution.
Natural Gas Joint Venture
On February 23, 1995, Dominion Energy, through a
wholly-owned subsidiary, entered into a joint venture with Enron
Exploration Australia Pty. Ltd. to explore certain coal fields of
Queensland, Australia for natural gas reserves. The companies
will assess the natural gas potential of more than 9 million
acres in the eastern Galilee Basin of the Queensland "Outback".
Dominion Energy has committed to a minimum investment of $4
million.
Dominion Resources - Consolidated
Financial Condition
Earnings Per Share
Three Months Ended
March 31,
1995 1994
Virginia Power $0.60 $0.73
Nonutility .03 .11
Consolidated $0.63 $0.84
Virginia Power's earnings were down 13 cents in the first
quarter of 1995 when compared to the same time period for 1994.
Retail sales to residential customers were down 10.4 percent for
the first quarter of 1995 when compared with the first quarter of
1994. This is mainly attributable to the abnormally mild weather
during the first quarter of 1995 as compared to the same time
period in 1994.
Dominion Resources' nonutility subsidiaries earned 3 cents
per share in the first quarter of 1995, down 8 cents from the
same period last year. Dominion Capital was negatively affected
by lower income from the Vidalia hydroelectric facility in
Louisiana. Dominion Energy reported lower income from its oil
and gas operations because of lower gas prices in the first
quarter of this year and last year's sale of a 65 percent
interest in the Black Warrior Trust.
12
DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
(CONTINUED)
Dividends
On April 21, 1995, the Board of Directors of Dominion
Resources declared a quarterly common stock dividend of $0.645
per share,payable June 20, 1995 to holders of record at the close
of business June 1, 1995.
Financing Activities
Common Stock Issuance
Dominion Resources issued 301,579 net shares of common
stock primarily through its Automatic Dividend Reinvestment and
Stock Purchase Plan and Customer Stock Purchase Plan including
the repurchase of 377,000 shares on the open market (see Note (c)
to the Notes to the Consolidated Financial Statements) during the
three-month period ended March 31, 1995.
The proceeds from issuance of common stock are invested on
a short-term basis by Dominion Resources and ultimately utilized
to provide equity capital to its subsidiaries generally within
the same calendar year as the issuance of the common stock.
Virginia Power
Liquidity and Capital Resources
Cash Flows From Operations
As detailed in the Statements of Cash Flows, cash flow from
operating activities for the three month period ended March 31,
1995 increased $31.2 million as compared to the three month
period ended March 31, 1994 primarily as a result of normal
operations.
Cash Flows To Financing Activities
Cash from (to) financing activities was as follows:
Three Months Ended March 31,
1995 1994
(Millions)
Mortgage bonds $ 200.0 $ 164.0
Repayment of long-term debt
and preferred stock (185.0) (148.0)
Dividends (111.8) (107.7)
Other 9.1 (36.6)
Total $ (87.7) $(128.3)
13
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DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
(CONTINUED)
Financing activities for the first three months of 1995
resulted in a net cash outflow of $87.7 million. In the first
quarter of 1995, Virginia Power sold $200 million of First and
Refunding Mortgage Bonds (Bonds). A portion of the proceeds from
this sale was used to retire $180 million of Bonds. In addition,
during the first three months of 1995, Virginia Power retired
$5.0 million of securities through sinking fund requirements.
During the first quarter of 1995, net borrowings under the
commercial paper program increased $13.4 million.
Cash Flows (Used in) Investing Activities
Cash from (used in) investing activities was as follows:
Three Months Ended March 31,
1995 1994
(Millions)
Utility plant expenditures $(130.6) $(109.4)
Nuclear fuel (4.5) (8.5)
Nuclear decommissioning
contributions (6.2) (6.1)
Pollution control project
funds (0.2) 2.4
Sale of accounts receivable (60.0) (50.0)
Other (4.8) (2.4)
Total $(206.3) $(174.0)
Investing activities for the first three months of 1995
resulted in a net cash outflow of $206.3 million primarily due to
$130.6 million of construction expenditures and $4.5 million of
nuclear fuel expenditures. Of the construction expenditures,
approximately $7.0 million was spent on new generating
facilities, $40.9 million on power production projects, and $75.3
million on transmission and distributions projects.
Results of Operations
Balance available for Common stock decreased by $20.1 million
for the three-month period ended March 31, 1995, as compared to
the same period in 1994, primarily as a result of the milder
weather experienced in the first quarter of 1995.
14
DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
(CONTINUED)
Operating Revenues
Operating revenues changed primarily due to the following:
Three Months Ended March 31,
1995 vs. 1994
(Millions)
Kwh sales $(53.6)
Change in base revenues 26.5
Fuel cost recovery 2.7
Other, net (1.4)
Total $(25.8)
Customer kilowatt-hour sales changed as follows:
Three Months Ended March 31,
1995 vs. 1994
Residential (10.4)%
Commercial (0.2)
Industrial 5.0
Public authorities 0.7
Total retail sales (3.8)
Resale (2.2)
Total sales (3.6)
The decrease in kilowatt-hour retail sales for the three-month
period ended March 31, 1995 reflects the milder weather
experienced in the first quarter of 1995 compared to 1994.
Base revenues were higher for the three-month period ended
March 31, 1995, as compared to the same period in 1994, primarily
as a result of the establishment of additional revenue reserves
for the 1992 rate case in the first quarter of 1994 and lower
sales in the first quarter of 1995.
15
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DOMINION RESOURCES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
(CONTINUED)
Operation - Other
Operation - other increased for the three-month period ended
March 31, 1995, as compared to the same period in 1994, primarily
as a result of higher administrative and general expenses in 1995
and the recognition of insurance refunds in 1994, partially
offset by a decrease in payroll costs due to a reduction in
staffing levels.
Dominion Resources and its Nonutility Subsidiaries
Liquidity and Capital Resources
During the first three months of 1995, Dominion Resources'
nonutility subsidiaries expended $18.6 million on capital
requirements. Estimated capital requirements for 1995 are $104.7
million.
Results of Operations
Nonutility revenues and income decreased for the three-month
period ended March 31, 1995, as compared to the same periods in
1994, primarily as a result of lower revenues from the Vidalia
hydroelectric project and lower income from oil and gas
operations as well as last year's sale of a 65 percent interest
in the Black Warrior Trust.
Commitments and Contingencies
For additional information on commitment and contingencies,
see Note (g) to CONSOLIDATED FINANCIAL STATEMENTS.
16
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DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
In reference to the proceeding before the Virginia State
Corporation Commission (the Virginia Commission) into the holding
company structure and the relationship between Dominion Resources
and Virginia Power, on April 12, 1995 the Staff of the Virginia
Commission and its consultants filed their Final Report in which
they recognized that conditions had improved since their Interim
Report was prepared in the fall of 1994, but suggested that the
corporate relationship between Virginia Power and Dominion
Resources warrants continued monitoring by the Virginia
Commission. The Final Report contains numerous recommendations
by the consultant pertaining to corporate governance issues,
operating relationships, affiliate service arrangements,
financial issues involving the two companies, and possible
regulatory tools for the Virginia Commission, many of which are
the same as were recommended in the Interim Report. Additional
recommendations were made relating to the role of the Joint
Committee created under the Settlement Agreement, Commission
monitoring of corporate governance issues, controls and
accountability for affiliate transactions, allocation of certain
holding company overhead expense to Virginia Power, enhancement
of Virginia Power's control over certain of its financial
functions and compensation to Virginia Power for credit support
perceived by the consultants to flow to Dominion Resources and
its other subsidiaries from Virginia Power. The Final Report is
included in Dominion Resources' Current Report on Form 8-K, dated
April 17, 1995.
In reference to the Report issued by the Staff in the
proceeding on its investigation of a coal transportation contract
between Virginia Power and CSX Transportation, on March 24, 1995,
the Staff filed its Reply to the Joint Response and Motion of
Virginia Power and Dominion Resources in which it supported the
recommendations made by the companies.
Virginia Power
In reference to the arbitration between Virginia Power and
Smith Cogeneration of Virginia, Inc., Virginia Power filed its
Comments on the Report of the Arbitrator on March 31, 1995, and
Smith Cogeneration filed its response on May 1, 1995. Virginia
Power has until May 15, 1995 to respond.
In reference to the lawsuit filed against Virginia Power by
Doswell Limited Partnership, on March 6, 1995 the Circuit Court
of the City of Richmond entered its Opinion in favor of Virginia
Power, and on April 4, 1995 Doswell filed its Notice of Appeal to
the Virginia Supreme Court.
17
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DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(CONTINUED)
Item 4. Submission of Matters to a Vote of Security Holders
Dominion Resources Annual Shareholders Meeting was held on
April 21, 1995.
a) The following Directors were elected to the Board of
Directors for terms expiring in the years indicated:
Elected for Term Expiring in 1998
Votes
Director For Withheld
John B. Adams, Jr. 147,895,114 3,870,620
Benjamin J. Lambert, III 147,626,710 4,139,024
Richard L. Leatherwood 147,745,352 4,020,382
Frank S. Royal 147,528,806 4,236,928
Elected for Term Expiring in 1997
Votes
For Withheld
Robert H. Spilman 147,751,756 4,013,978
Elected for Term Expiring in 1996
Votes
For Withheld
Tyndall L. Baucom 147,897,482 3,868,252
Harvey L. Lindsey, Jr. 147,748,452 4,017,082
William T. Roos 147,833,651 3,932,083
Richard L. Sharp 147,803,792 3,961,942
b) The following incumbent Directors will continue on the
Board of Directors with terms expiring in the years indicated:
Director Term Expiring
Kenneth A. Randall 1996
Judith B. Sack 1996
John B. Bernhardt 1997
Thos. E. Capps 1997
S. Dallas Simmons 1997
The shareholders also voted in favor of the
designation of Deloitte & Touche LLP as Dominion Resources'
independent certified public accountants to audit the
consolidated financial statements for the year 1995. The vote
was as follows:
Votes
For 149,181,186
Against 976,883
Abstain 1,607,665
18
DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(CONTINUED)
Item 5. Other Information
Virginia Power
Union Employees
On April 1, 1995, Virginia Power and the International
Brotherhood of Electrical Workers (IBEW) reached an agreement on
a new three-year contract to cover approximately 3,800 hourly
workers. The new contract, which was ratified on May 2, 1995,
will expire on March 31, 1998.Rates
Virginia
In reference to the Motions of Intent to Seek
Rehearing filed by Virginia Power and other appellants in the
appeal of Virginia Power's 1992 Virginia rate case to the
Virginia Supreme Court, on March 3, 1995, the Court denied the
Motions.
In reference to the proceeding before the Virginia
Commission requesting approval of Schedule DEF-Dispersed Energy
Facility, on April 20, 1995, the Virginia Commission declined to
approve that schedule, stating that the scope of the proposal was
not an appropriate experiment under Virginia law, and that
without a specific construction proposal before it, the Virginia
Commission could not approve the concept. The Virginia
Commission noted, however, that upon a proper record it would
consider the public interest of allowing a DEF-type facility to
be constructed.
In reference to the proceeding before the Virginia
Commission seeking approval to implement real time pricing for
certain industrial customers, on April 20, 1995, the Virginia
Commission approved the implementation of the proposed rate
schedule for a five-year period.
North Carolina
In reference to Virginia Power's Motion for Rehearing
in the appeal of its 1992 North Carolina rate case to the North
Carolina Supreme Court, on February 13, 1995, the Court denied
the Motion. The Company has 90 days to seek review of this
decision.
19
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DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(CONTINUED)
Competition
In reference to the plans of the City of Falls Church,
Virginia, to pursue the establishment of a municipal electric
system, on March 13, 1995, Virginia Power responded to the City's
request for transmission services and stated that it would not
provide such service voluntarily, that the City was not an
appropriate entity to request that the Federal Energy Regulatory
Commission (FERC) compel the provision of such service and that
its request was deficient under the provisions of the appropriate
FERC regulations. On that same date, Virginia Power filed a
Petition for Declaratory Judgment with the Virginia Commission
asking it to find that the request of the City would, without the
Virginia Commission's approval, be illegal under Virginia law.
The Virginia Commission, on March 21, 1995, ordered the City to
respond to the Petition. On April 17, 1995, the Mayor of the
City wrote to the Chairman of the Commission and stated that the
City would not respond to the Petition and asserted that the
Virginia Commission has no jurisdiction over the City. Virginia
Power, consistent with state and federal law, will still attempt
to negotiate a new long-term franchise, and it submitted a
proposed franchise to the City on March 20, 1995.
Environmental
Virginia Power recently completed its compliance plan
for Phase II of the Clean Air Act. The plan will involve
switching to lower sulfur coal, purchase of sulfur dioxide
emission allowances and additional nitrogen oxide and sulfur
dioxide controls. Maximum flexibility and least-cost compliance
will be maintained through annual studies. During the next 10
years capital investment is not expected to exceed the previously
estimated $481 million (1992 dollars) for Title IV compliance.
Future Sources of Power
Virginia Power has obtained all approvals and is
proceeding with construction of a 75 mile, 500 kv transmission
line from the Clover Power Station to the Carson Substation in
Dinwiddie County, Virginia. The line is expected to be completed
by April 1996. The testing of Clover Power Station, Unit 1 is
underway and commercial operation is now expected in the Summer
of 1995.
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DOMINION RESOURCES, INC.
PART II. - OTHER INFORMATION
(CONTINUED)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
10(i)* - Employment Agreement dated April 12, 1995 between
Dominion Resources and Thos. E. Capps (filed
herewith).
10(ii)* - Amendment dated April 12, 1995 to Employment
Agreement dated February 6, 1995 between
Dominion Resources and Tyndall L. Baucom (filed
herewith).
10(iii)* - Employment Agreement dated April 21, 1995
between Virginia Power and James T. Rhodes
(filed herewith).
11 - Statement re: computation of per share earnings
(included in this Form 10-Q on page 3).
27 - Financial Data Schedule (filed herewith)
* Indicates management contract or compensatory plan or
arrangement.
(b) Report on Form 8-K.
Dominion Resources filed a report on Form 8-K, dated
February 21, 1995, reporting the entry of a Consent Order by the
Virginia Commission on the joint motion of Dominion Resources,
Virginia Power and the Staff and the withdrawal by Delegate
Clinton Miller of certain legislation introduced by Delegate
Miller in the 1995 Virginia General Assembly at the request of
the Commission.
Dominion Resources filed a report on Form 8-K, dated April
17, 1995, relating to the final order received by the Staff of
the Virginia Commission as prepared by two consultants retained
by the Commission in its investigation of the corporate
governance issues between Dominion Resources and its wholly-owned
subsidiary, Virginia Power.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
BY JAMES L. TRUEHEART
James L. Trueheart
Vice President and Controller
(Principal Accounting Officer)
May 5, 1995
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