As filed with the Securities and Exchange Commission on October , 1995
Registration No. 33-.....
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_______________
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 East 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. Assistant Corporate Secretary
Dominion Resources Inc.
901 East Byrd Street
Richmond, VA 23219
(804) 775-5700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Approximate date of commencement of proposed sale to the public:
From time to time after effectiveness.
If the only securities being registered on this Form are being
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, as amended, other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
_______________
CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Unit(*) Price(*) Fee
Common Stock,
without par value.. 199,444 $39.8125 $7,940,364.25 $2,738.06
(*)Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee and based upon the average of the high and low prices
reported on the New York Stock Exchange composite tape by The Wall Street
Journal for October 27, 1995.
199,444 Shares
Dominion Resources Inc.
Common Stock
(Without Par Value)
All 199,444 shares of Common Stock, without par value (the Common Stock), of
Dominion Resources, Inc. (Dominion Resources) offered hereby (this Offering) are
being sold by Selling Stockholders. See "Selling Stockholders."
Dominion Resources will not receive any proceeds from the sale of shares by
the Selling Stockholders. The Common Stock is listed on the New York Stock
Exchange (NYSE) under the Symbol "D." See "Price Range of Common Stock and
Dividend Policy."
Sales of Shares by the Selling Stockholders may be effected from time to
time in one or more transactions on the NYSE or any other exchange on which
the Common Stock may be admitted for trading (Exchanges) pursuant to and in
accordance with the applicable rules of the Exchanges, in block transactions
on the Exchanges pursuant to and in accordance with the applicable rules of
the Exchanges, in negotiated transactions or in a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933, as amended (Securities Act). See "Plan of
Distribution".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE 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 November __, 1995.<PAGE>
AVAILABLE INFORMATION
Dominion Resources has filed with the Securities and Exchange Commission (the
Commission) a registration statement on Form S-3 (the Registration Statement)
under the Securities Act of 1933, as amended (the Securities Act), with respect
to the Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information
set forth in the Registration Statement, certain items of which are contained
in exhibits to the Registration Statement as permitted by the rules and
regulations of the Commission. For further information with respect to
Dominion Resources and the Common Stock offered hereby, reference is made to
the Registration Statement, including the exhibits and financial statement
schedules thereto, which may be inspected without charge at the public
reference facility maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and copies of which may be obtained from the
Commission at prescribed rates. Statements made in this Prospectus
concerning the contents of any document referred to herein are not
necessarily complete. With respect to each such document filed with the
Commission as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
Dominion Resources is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act), and in
accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements, and other information
filed by Dominion Resources with the Commission can be inspected without
charge at, and copies thereof may be obtained at prescribed rates from the
public reference facilities of the Commissions principal office at 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as the following Regional
Offices: 7 World Trade Center, Suite 1300, New York, New York 10048; and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Such reports,
proxy and information statements and other information concerning Dominion
Resources can also be inspected and copied at the offices of the NYSE, 20 Broad
Street, New York, New York 10005, on which the Common Stock is listed.
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 information that has
been incorporated by reference in the Prospectus (not including exhibits to
the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Prospectus incorporates). Requests for such copies should be directed to the
Corporate Secretary, Dominion Resources, Inc., P.O. Box 26532, Richmond, VA
23261-6532, telephone number 804-775-5700.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by
Dominion Resources, are incorporated herein by reference:
1. Dominion Resources' Annual Report on Form 10-K for the fiscal year
ended December 31, 1994;
2. Dominion Resources' Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, and June 30, 1995; and
3. Dominion Resources' current reports on Form 8-K, dated February 20,
1995 and April 17, 1995.
All documents filed by Dominion Resources with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this Offering shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from
the date of the filing of such documents. Any statement contained in this
Prospectus or in a document incorporated or deemed to be incorporated by
reference in this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained in this
Prospectus or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
<PAGE>
The Company
Dominion Resources was incorporated in Virginia in May 1983, and its
principal office is at 901 East Byrd Street, Richmond, Virginia 23219,
telephone number (804) 775-5700. The principal assets of Dominion Resources
are its investments in its subsidiaries: Dominion Capital, Inc. (Dominion
Capital); Dominion Energy, Inc. (Dominion Energy) and Virginia Electric and
Power Company (Virginia Power), its largest subsidiary. On December 31, 1994,
Dominion Resources owned all of the outstanding common stock of its
subsidiaries.
Virginia Power is the principal subsidiary of Dominion Resources. It is a
regulated electric utility serving more than 1.8 million homes and businesses in
Virginia as Virginia Power and in northeastern North Carolina as North Carolina
Power. Virginia Power serves a 30,000 square-mile service area that includes
populous Northern Virginia, metropolitan Richmond, and greater Hampton Roads,
which includes Norfolk, Newport News and Virginia Beach. Among America's
electric power companies, it is one of the 15 largest -- stated in total
sales of electricity, in revenues or in assets. Virginia Power owns and
operates nuclear, coal, natural gas, oil and hydroelectric power stations.
Dominion Capital is the financial services and real estate subsidiary of
Dominion Resources. Dominion Capital owns interests in an independent
hydroelectric power plant in Vidalia, Louisiana and in one of Virginia's
largest real estate management companies, and it uses its own assets to make
equity and debt investments. Dominion Capital also administers an
installment-purchase utility mutual fund. Dominion Capital owns and operates
three high-quality residential real estate developments in or near Old Town
Alexandria, Virginia, Williamsburg, Virginia and Charlotte, North Carolina.
Dominion Energy is the independent power subsidiary of Dominion Resources.
It has ownership and operating interests in seventeen independent power and
cogeneration facilities in six states, Belize and Argentina; sixteen are in
operation and the seventeenth will be in operation in 1995. Dominion Energy is
also active in the natural gas business and held more than 325 billion cubic
feet of reserves in the United States and Canada on December 31, 1994.
Use of Proceeds
This Prospectus relates to shares of Common Stock of Dominion Resources owned
by the Selling Shareholders which may be offered and sold by such Selling
Shareholders from time to time. There will be no proceeds to Dominion
Resources from this Offering.
Plan of Distribution
Sales of the shares of Common Stock offered pursuant to this Prospectus (the
Offered Shares) by the Selling Stockholders may be effected from time to time in
one or more transactions on the Exchanges pursuant to and in accordance with the
applicable rules of the Exchanges, in block transactions on the Exchanges
pursuant to and in accordance with the applicable rules of the Exchanges, in
negotiated transactions or in a combination of any such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
be deemed to be "underwriters" within the meaning of the Securities Act.
The Offered Shares were issued to the Selling Stockholders pursuant to the
Agreement and Plan of Exchange dated August 30, 1995 executed by and among
Stonewall Gas Company (Stonewall), Dominion Resources and Dominion Energy
(the Transaction Agreement) and an Escrow Agreement attached as an exhibit
thereto (the Escrow Agreement).
On August 30, 1995, all outstanding shares of Stonewall's common stock were
transferred to Dominion Energy and Dominion Energy transferred the number of
shares of Common Stock equal to the agreed upon value of Stonewall as adjusted
pursuant to the Transaction Agreement (the Exchange Consideration) to Crestar
Bank (the Escrow Agent). The adjustment to be made on the settlement date
pursuant to the Transaction Agreement was made on October 30, 1995.
Subsequent to the effective date of this Registration Statement, the
Escrow Agent will distribute 32% of the shares of Common Stock to Stonewall's
shareholders in proportion to their former ownership of Stonewall's common
stock. An additional 33% of the shares of Common Stock will also be
distributed to Stonewall's shareholders by the Escrow Agent. These shares,
however, bear a restrictive legend and cannot be sold for two years and one
day following August 30, 1995. This restriction has been implemented to
preserve the tax-free status of the exchange as a "reorganization"
within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code.
The remaining 35% of the shares of Common Stock remain with the Escrow
Agent for the period set forth in the Escrow Agreement to satisfy the
indemnification obligations of Stonewall under the Transaction Agreement for
the benefit of Dominion Energy.
Under the terms of the Transaction Agreement, Dominion Resources agreed to
register the Offered Shares under the Securities Act.
The shares of Common Stock offered pursuant to this Prospectus will be
offered and sold on the NYSE pursuant to brokered transactions arranged on an
individual basis by each Selling Stockholder.
Selling Stockholders
The shares of Common Stock offered by this Prospectus are beneficially owned
by the Selling Stockholders listed below in the share amounts designated.
Selling Stockholder Shares Beneficially Owned
Benjamin A. Hardesty 45,052
R. Strother Scott 22,553
David D. Addison and Patti B. Hayden TTEES
G. Douglas Hayden Trust U/A dtd 12/13/78 12,194
Hungerford Incorporated 11,895
James Gordon Hanes, Jr. 10,527
Imperial Coal Sales Company Inc.
c/o C. Lynch Christian, Jr. 9,894
Jesse A. Shell 7,948
Alice K. Potter, TTEE Alice K. Potter Trust UAD 8/27/87 7,894
A. Brian Cassada 7,052
Charles H. Merriman, III 5,337
Ronald I. Dozoretz 5,106
Margery Scott Johnson 3,947
S. Buford Scott 3,947
Frederic S. Bocock and Bessie Carter and Mary Hitz TTEES
for Bessie B. Carter U/A dtd 6/1/64 3,684
Frederic S. Bocock and Bessie Carter and Mary Hitz TTEES
for Frederic S. Bocock U/A dtd 6/1/64 3,684
HAMAC & Co. c/o Crestar Bank 3,684
Alfred P. Scott 2,631
Fred W. Scott, Jr. 2,631
Dorothy L. Queen 2,158
Bank One WV TTEE Under Will J. Robert Hornor 1,801
Jeffrey K. MacNelly 1,580
Gregory A. Stark 1,468
Bank One WV TTEE S&J Retire Plan FBO Patrick D. Deem 1,316
Richard K. Elswick 1,316
Eliza S. Nevin Custodian John Irwin Nevin
Und Unif Transfers to Min Act VA 1,316
Eugenia S. Redmond 1,316
R. Strother Scott Custodian Evelina Nollen Massie Scott
Und Unif Transfers to Min Act VA 1,316
Robert T. Scott 1,316
R. Strother Scott Custodian R. Strother Scott, Jr.
Und Unif Transfers to Min Act VA 1,316
William C. Scott 1,316
C. Lynch Christian, Jr. 1,211
Patrick D. Deem 1,211
<PAGE>
Selling Stockholder Shares Beneficially Owned
Richard & Pamela DeBergh JT TEN 1,095
Larry J. Cavallo 1,053
Diane M. McGovern-Svetina 1,053
Charles S. Snead 1,053
Renee I. Fox Personal Representative Estate of
Lawrence O. Snead, III 1,053
Alexander H. Bocock 790
Sharon K. Louk 527
William W. Crump 315
Beverley L. Crump 315
Leslie A. Hornor 295
Lynn Hornor Keith 295
Caroline Hornor Ramsey 295
Christopher A. Cook 289
Gaylord G. Buchanan 263
Charles W. Canfield 263
Linda S. Meredith 263
Robert S. Parker, Jr. 263
Anne Taylor Moorman 107
Roller Shipplett 64
B. A. Hardesty Custodian B. Ashby Hardesty, Jr.
Und Unif Transfers to Min Act WV 36
B. A. Hardesty Custodian Elizabeth Gray Hardesty
Und Unif Transfers to Min Act WV 36
Jean M. Hardesty 36
B. A. Hardesty Custodian Margaret McMillan Hardesty
Und Unif Transfers to Min Act WV 36
Bonita Patteson 32
_______
199,444
The Offered Shares were issued to the Selling Stockholders in connection
with the Transaction Agreement by which the Selling Shareholders exchanged
shares of common stock of Stonewall for shares of Common Stock of Dominion
Resources. Pursuant to the Transaction Agreement, the Selling Stockholders
are the beneficial owners of the Common Stock offered herein and Dominion
Energy, a subsidiary of Dominion Resources, is the sole shareholder of
Stonewall.
Prior to August 30, 1995, Benjamin A. Hardesty held the offices of
President and Chief Executive Officer of Stonewall, A. Brian Cassada held the
offices of Vice President and Chief Financial Officer of Stonewall and Diane
M. McGovern held the office of Secretary of Stonewall. Prior to August 30,
1995, Benjamin A. Hardesty, C. Lynch Christian, Jr., Patrick D. Deem, Charles H.
Merriman, III and R. Strother Scott served on the Board of Directors of
Stonewall. Currently, Benjamin A. Hardesty is the President of Dominion
Appalachian Development, Inc., Dominion Appalachian Development Properties,
LLC, Stonewall, Chesterfield Gas Company and Gas Exploration and Development
Company, which are all indirectly wholly-owned subsidiaries of Dominion
Resources.
As of the date of this Prospectus, the Selling Shareholders are the
beneficial owners of a total of 199,444 shares of Common Stock, or less than
.3% of the aggregate outstanding shares of Common Stock. The Offered Shares
may be offered from time to time for resale by this Prospectus. Neverthe-
less, no Selling Shareholder is obligated to offer or sell all or any of the
Common Stock beneficially owned by such Selling Shareholder.
Description of Common Stock
A total of 300,000,000 shares of Common Stock without par value is
authorized by Dominion Resources Articles of Incorporation, of which
175,615,059 shares were issued and outstanding as of September 30, 1995.
All outstanding shares of Common Stock are fully paid and non assessable.
The holders of Dominion Resources' Common Stock do not have any pre-emptive
rights to acquire unissued shares of Dominion Resources or to acquire any
securities convertible into or exchangeable for such shares or to acquire any
options, warrants or rights to purchase such shares. There are no cumulative
voting rights, conversion rights, redemption rights or sinking fund
provisions associated with the Common Stock of Dominion Resources.
Dividends. Dividends may be paid upon Dominion Resources Common Stock out
of any assets of Dominion Resources available for dividends.
Liquidation Rights. In the event of any liquidation, dissolution or
winding up of Dominion Resources, the Board of Directors of Dominion Resources
may, after satisfaction of the rights of the holders of all shares of preferred
stock, or the deposit in trust of money adequate for such satisfaction,
distribute in kind to the holders of the Common Stock all of the then
remaining assets of Dominion Resources or may sell, transfer, or otherwise
dispose of all or any of such remaining assets of Dominion Resources and
receive payment therefor wholly or partly in cash and/or in stock and/or in
obligations and may sell all or any part of the consideration received
therefor and distribute all the balance thereof in kind to the holders of the
Common Stock of Dominion Resources. Dominion Resources currently
has no issued and outstanding preferred stock.
Voting Rights. Each holder of Common Stock of Dominion Resources is
entitled to one vote per share, either in person or by proxy, on all the
matters voted on by the stockholders of Dominion Resources. Except as
provided in the Articles of Incorporation or as mandatorily provided by the
laws of the Commonwealth of Virginia, a quorum at any meeting shall consist
of a majority of the shares outstanding, and a plurality vote of such quorum
shall govern.
Common Stock Dividends and Price Range
Virginia Power 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 a 3 for 2 stock split for Dominion
Resources' 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, Dominion Resources' Board of Directors reviews the Common
Stock dividend rate. In October 1995, the Board declared a dividend at 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 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 39 1/4 35 1/2
Second quarter 38 5/8 35 7/8
Third quarter 37 7/8 35 1/4
Fourth quarter 40 1/2 37 5/8
(through October 27, 1995)
The last reported sale price of Common Stock on The New York Stock Exchange on
October 27, 1995 was $39.75 per share.
The price of common stock varies over time and neither the price of Dominion
Resources' Common Stock nor the dividends paid upon Dominion Resources' Common
Stock are guaranteed by any governmental authority or otherwise.
<PAGE>
Legal Matters
Certain legal matters in connection with the issuance of the shares of
Common Stock offered by this Prospectus will be passed on for Dominion Resources
by Baker & Botts, L.L.P., Washington D.C.
Experts
The financial statements and related consolidated financial statement
schedules of Dominion Resources incorporated by reference from Dominion
Resources' Annual Report on Form 10-K have been audited by Deloitte & Touche
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference, and have been so incorporated
in reliance upon such opinions given upon the authority of that firm as
experts in accounting and auditing. <PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses, being borne by Stonewall through an adjustment to
the Exchange Consideration, in connection with the offering described in this
Registration Statement are as follows:
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . $ 2,750
Accountant's fees. . . . . . . . . . . . . . . . . . . . . . . . 4,000
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . 25,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . 1,600
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $33,350
No expenses are to be paid by Dominion Resources.
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 which 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
permissible by law. The Virginia Act places a limit on the liability of a
director or officer in derivative and 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
officer or director. 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
accordingly to eliminate liability of directors and officers for monetary
damages in shareholder and derivative 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 Baker & Botts, L.L.P., Washington D.C. (filed herewith).
23 Consent of Deloitte & Touche LLP (filed herewith).
24 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;
(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) above 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 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, 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 Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan s annual report pursuant to Section 15(d) of the 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 Securities 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.
<PAGE>
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, the Commonwealth of Virginia, on
October 31, 1995.
DOMINION RESOURCES, INC.
By: /s/THOS. E. CAPPS
___________________________
Thos. E. Capps
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the 31st day of October, 1995.
Signature Title
/s/JOHN B. ADAMS, JR. Director
___________________________
John B. Adams, Jr.
/s/TYNDALL L. BAUCOM Director
___________________________
Tyndall L. Baucom
/s/JOHN B. BERNHARDT Director
___________________________
John B. Bernhardt
/s/THOS. E. CAPPS Chairman of the Board of Directors,
___________________________ President (Chief Executive Officer) and
Thos. E. Capps Director
/s/BENJAMIN J. LAMBERT, III Director
___________________________
Benjamin J. Lambert, III
/s/RICHARD L. LEATHERWOOD Director
___________________________
Richard L. Leatherwood
/s/HARVEY L. LINDSAY, JR. Director
___________________________
Harvey L. Lindsay Jr.
/s/K. A. RANDALL Director
___________________________
K. A. Randall
/s/WILLIAM T. ROOS Director
___________________________
William T. Roos<PAGE>
Signature Title
/s/FRANK S. ROYAL Director
___________________________
Frank S. Royal
/s/JUDITH B. SACK Director
___________________________
Judith B. Sack
/s/S. DALLAS SIMMONS Director
___________________________
S. Dallas Simmons
/s/ROBERT H. SPILMAN Director
___________________________
Robert H. Spilman
/s/LINWOOD R. ROBERTSON Senior Vice President
___________________________ (Chief Financial Officer)
Linwood R. Robertson
/s/J. L. TRUEHEART Vice President and Controller
___________________________ (Principal Accounting Officer)
J. L. Trueheart
EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Number Page
4(i) Articles of Incorporation as in effect 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
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 Baker & Botts, L.L.P. (filed herewith).
23 Consent of Deloitte & Touche LLP (filed herewith).
24 Powers of attorney (included herein).
Exhibit 5
Baker & Botts L.L.P
1299 Pennsylvania Avenue N.W.
Washington, D.C. 20004-2400
October 30, 1995
Dominion Resources, Inc.
901 East Byrd Street
Richmond, VA 23219
Dear Gentlemen:
Reference is made to the proposed registration by Dominion Resources,
Inc., a Virginia corporation (the "Company"), of 199,444 shares of common
stock, without par value ("Common Stock"), as contemplated by the Company's
Registration Statement on Form S-3, filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended ("the Registration
Statement").
As set forth in the Registration Statement, certain legal matters are
being passed on for you by us. At your request, this opinion of counsel is
being furnished to you for filing as Exhibit 5 to the Registration Statement.
In such capacity, we have familiarized ourselves with the Articles of
Incorporation and Bylaws of the Company, and have examined all statutes and
other records, instruments and documents pertaining to the Company that we
have deemed necessary to examine for the purposes of this opinion.
Based upon our examination as aforesaid, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Virginia.
2. The 199,444 shares of Common Stock registered pursuant to the
Registration Statement constitute duly authorized and validly issued,
fully paid and nonassessable shares of Common Stock and no personal
liability will attach to ownership[ thereof under the laws of the
Commonwealth of Virginia.
The opinions expressed in this letter are solely for use by the Company
in filing the Registration Statement and these opinions may not be relied on
by any other person without our prior written approval.
Very truly yours,
Baker & Botts
Exhibit 23
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
October 31, 1995
