AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1995
FILE NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DOMINION RESOURCES, INC.
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DOMINION RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
VIRGINIA 54-1229715
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
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., ASSISTANT CORPORATE SECRETARY
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. [X]
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. [ ]
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) 3,500,000 shares $37.625 $131,687,500 $45,409
</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 June 23, 1995.
PURSUANT TO RULE 429, THIS REGISTRATION STATEMENT ALSO COVERS 191,246
UNISSUED SHARES OF COMMON STOCK REGISTERED UNDER THE REGISTRANTS' REGISTRATION
STATEMENT ON FORM S-3, FILE NO. 33-49397.
<PAGE>
[Dominion Resources Logo]
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Automatic Dividend Reinvestment and Stock Purchase Plan (the Plan) of
Dominion Resources, Inc. (Dominion Resources) provides all registered holders,
and eligible beneficial owners, of its Common Stock with a method of purchasing
shares of Common Stock without payment of any brokerage commission or service
charge and disposing of shares held by the Plan at a minimal cost. Cash
dividends will be used to purchase newly issued Common Stock. Optional cash
investments will be used to purchase newly issued Common Stock, or Common Stock
on the open market, or a combination thereof. Shares purchased on the open
market may be purchased over more than one business day (see PURCHASE DATE FOR
OPTIONAL CASH INVESTMENTS under HOW THE PLAN WORKS FOR ALL PARTICIPANTS).
Registered holder participants in the Plan may:
-- automatically reinvest their eligible cash dividends on all or less than
all of their Common Stock in newly issued Common Stock,
-- purchase Common Stock by making optional cash investments,
-- deposit their Common Stock certificates with the Plan for safekeeping, or
-- dispose of shares held under the Plan.
Beneficial owner participants may:
-- purchase Common Stock by making optional cash investments, or
-- dispose of shares held under the Plan.
All expenses of the Plan, except taxes, and brokerage fees incurred upon
disposition of shares held under the Plan, will be paid by Dominion Resources.
The purchase price of newly issued shares will be the average of the high and
low sale prices for the Common Stock on the date of purchase. The date of
purchase for newly issued shares will be (i) the dividend payment date for
shares purchased with reinvested dividends, or (ii) the 20th day of each month
for shares purchased with optional cash investments. For shares of Common Stock
purchased on the open market with optional cash investments, the purchase price
will be the average price of all shares purchased on the open market by the Plan
during that month.
A participant may withdraw from the Plan by submitting a written request to
Dominion Resources (see TERMINATION OF ENROLLMENT under HOW THE PLAN WORKS FOR
ALL PARTICIPANTS). The Plan is administered by Dominion Resources, which may
appoint a co-fiduciary to vote shares of the Plan or for other limited purposes.
This Prospectus relates to 3,691,246 shares of authorized and unissued
Dominion Resources Common Stock registered for purchase under the Plan.
The outstanding shares of Common Stock are listed on the New York Stock
Exchange and the additional shares offered in this Prospectus will be so listed
upon issuance.
It is suggested that this Prospectus be retained for future reference.
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 JUNE 28, 1995
<PAGE>
2
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.
<PAGE>
3
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 on Form 10-K for the fiscal year ended
December 31, 1994.
2. Dominion Resources' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
3. Dominion Resources' Current Reports on Form 8-K, dated February 20, 1995
and April 17, 1995.
4. 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.
TABLE OF CONTENTS
2 Available Information
3 Incorporation of Certain Documents
by Reference
4 The Plan
4 How the Plan Works for Registered Holders
4 Plan Enrollment by Registered Holders
5 Registered Holders After Enrollment
6 Custodial Service for Registered
Holders of Dominion Resources
Common Stock Certificates
6 How the Plan Works for Beneficial Owners
7 Plan Enrollment by Beneficial Owners
7 Beneficial Owners After Enrollment
7 How the Plan Works for All Participants
7 Purchase Date for Reinvested
Dividends
8 Optional Cash Investment
9 Purchase Date for Optional Cash
Investments
9 Sale of Shares
9 Statement to Participants
9 Termination of Enrollment
10 Voting Rights
10 Expenses of the Plan
10 Responsibilities of Dominion Resources
11 Federal Income Tax Consequences
12 The Company
12 Use of Proceeds
12 Indemnification Under the Securities Act
12 Common Stock Dividends and Price Range
13 Experts
<PAGE>
4
THE PLAN
The Plan is available to registered holders and beneficial owners of Dominion
Resources, Inc.'s Common Stock. A REGISTERED HOLDER is one who owns shares of
Dominion Resources' Common Stock registered in his name on Dominion Resources'
records. (PARTICIPANTS IN THE CUSTOMER STOCK PURCHASE PLAN DO NOT BECOME
REGISTERED HOLDERS UNTIL THE COMPLETION OF THE PLAN YEAR). A BENEFICIAL OWNER
is one whose only shares of Dominion Resources' Common Stock are registered in
the names of others, such as a broker or nominee.
HOW THE PLAN WORKS FOR
REGISTERED HOLDERS
The Plan permits registered holders of Dominion Resources Common Stock to
purchase shares of Common Stock with cash dividends on all or less than all of
their Common Stock and to make optional cash investments. Dominion Resources
reserves the right to refuse to accept any optional cash investment in excess
of $50,000 per quarter from any participant or related or associated group of
participants and further reserves the right to limit the total amount of
optional cash investments from all participants (including both registered
holders and beneficial owners) to an aggregate of $10 million per quarter. In
the latter case, Dominion Resources will accept the first $10 million received
by it and will return any excess optional cash investments to the respective
participants.
The Plan also permits registered holders of Common Stock to continue to
receive cash dividends paid on the registered shares of Common Stock held by
the participant while making optional cash investments to acquire shares of
Common Stock through the Plan.
REGARDLESS OF THE OPTION SELECTED, ALL DIVIDENDS ON SHARES HELD UNDER THE PLAN
ARE AUTOMATICALLY REINVESTED.
Registered holders must complete and sign an Authorization Card to become
participants in the Plan (see Plan Enrollment by Registered Holders, below).
PLAN ENROLLMENT BY REGISTERED HOLDERS
Each registered holder of Common Stock presently participating in the Plan
will continue to be enrolled in the Plan as originally enrolled unless he
completes a new Authorization Card and returns it to Dominion Resources or
otherwise instructs Dominion Resources in writing. A revised participation in
the Plan will commence with the next dividend payable after receipt of the
Authorization Card or other written instructions, provided it is received by
the 20th of February, May, August or November.
Registered Shareholders who are not participating in the Plan but who wish to
do so should request and complete an Authorization Card and return it to
Dominion Resources. Participation as to dividend reinvestment will commence
with the next dividend payable after receipt of the authorization, provided it
is received by the 20th of February, May, August or November. Participation as
to optional cash investments will commence with the next monthly purchase,
provided the authorization therefor and the funds to be invested are received
by the 15th of the month. Should the authorization (or the funds to be
invested) arrive after the time indicated in the preceding sentences,
participation will be delayed until the following dividend or monthly purchase
as the case may be.
Once a registered Shareholder has enrolled in the Plan, dividend reinvestment
continues automatically as long as the participant
<PAGE>
5
wishes. However, if there is any subsequent change in the manner in which a
participant's name appears on his certificate(s), the participant must sign
another Authorization Card to continue participation in the new registration
and execute a stock power form to change the registration of the participant's
Plan account.
REGISTERED HOLDERS AFTER ENROLLMENT
Once a holder of record becomes a participant in the Plan, the operation of
the Plan is automatic.
The registered holder participant may select from the following options listed
on the Authorization Card for dividend reinvestment through the Plan.
Dividends on shares credited to an account under the Plan will be invested to
purchase additional Common Stock. In addition to the automatic reinvestment of
dividends, the participant may make optional cash investments. For important
details regarding this option, see OPTIONAL CASH INVESTMENT, under HOW THE
PLAN WORKS FOR ALL PARTICIPANTS, below.
REINVESTMENT OF DIVIDENDS ON ALL SHARES -- Dividends on all shares of Dominion
Resources Common Stock held of record will be reinvested if the participant
marks the Authorization Card opposite "Full reinvestment (all shares)."
REINVESTMENT OF DIVIDENDS ON LESS THAN ALL SHARES -- Dividends on less than
all shares of Dominion Resources Common Stock held by the participant will be
reinvested if the participant marks the Authorization Card opposite "Partial
reinvestment (. . . shares)" and completes the blank line with the number of
shares as to which he wishes dividends to be reinvested. For example, if a
participant holds 400 shares of Dominion Resources Common Stock and wishes to
reinvest the dividends on 300 shares, a mark should be placed in the "Partial
reinvestment (. . . shares)" box under "Common Stock" and the number "300"
filled in on the blank line. So long as the participant owns 300 or more
shares, dividends on 300 shares will be reinvested and a check will be mailed
to the participant for the dividends on all other shares of Dominion Resources
Common Stock held of record by the participant. The sale or other disposition
of shares of Dominion Resources Common Stock for which a participant has
selected partial dividend reinvestment will not reduce the number of shares on
which dividends are reinvested, unless the number of shares held of record
after the sale or other disposition is less than the number of shares
indicated on the Authorization Card (in which case, the dividends will be
reinvested on the remaining shares held of record).
The Plan will receive dividends on shares of Dominion Resources Common Stock
held by the participant that he has elected to reinvest under the Plan.
Dividends ordinarily have been paid on the 20th of March, June, September and
December. The Plan will buy additional newly issued shares for participants at
the average of the high and low sale prices for the Common Stock on the New
York Stock Exchange composite tape on the dividend payment date (or, if the
Exchange is closed on that date, on the next business day that it is open). If
the dividend is not large enough to buy a full share, the participant's
account will be credited with a fractional share, computed to three decimal
places, which will earn additional dividends in the way full shares do.
OPTIONAL CASH INVESTMENTS ONLY -- Dividends on all shares held by the
participant will be paid in cash. The participant may make optional cash
investments and the dividends on shares purchased with such investments and
held by the Plan will be automatically reinvested.
<PAGE>
6
A participant may change the investment option at any time by signing a new
Authorization Card and returning it to Dominion Resources to be received
before the 20th of February, May, August or November. Authorization Cards will
be provided by Dominion Resources.
CUSTODIAL SERVICE FOR REGISTERED HOLDERS OF
DOMINION RESOURCES COMMON STOCK CERTIFICATES
PLAN PARTICIPANTS MAY SEND TO THE PLAN FOR SAFEKEEPING ALL CERTIFICATES FOR
DOMINION RESOURCES COMMON STOCK HELD BY THEM. The Plan will hold the shares
purchased for a participant, and any shares deposited by the participant with
the Plan for safekeeping, until the participant terminates participation in
the Plan. The safekeeping of shares offers the advantage of protection against
loss, theft or inadvertent destruction of certificates as well as the
convenience if and when shares are sold through the Plan. All shares
represented by such certificates will be kept in safekeeping in "book entry"
form and will be combined with any full and fractional shares then held by the
Plan for the participant. ALL DIVIDENDS ON SHARES HELD BY THE PLAN WILL BE
REINVESTED FOR THE PARTICIPANT.
To deposit your certificates for safekeeping under the Plan, you must submit a
Letter of Transmittal, which will be provided by Dominion Resources upon
request. Stock certificates and the Letter of Transmittal should be sent to
Dominion Resources, Inc., Automatic Dividend Reinvestment and Stock Purchase
Plan, P. O. Box 26532, Richmond, Virginia 23261-6532. It is recommended that
certificates be sent by registered mail.
All written inquiries about the Custodial Service should be directed to
Dominion Resources, Inc., Automatic Dividend Reinvestment and Stock Purchase
Plan, P. O. Box 26532, Richmond, Virginia 23261-6532. When telephoning, call
775-2500 (in the Richmond, Virginia area) or 1-800-552-4034 (from all other
areas in the United States). Calls will be accepted Monday through Friday
between the hours of 9 a.m. and 4 p.m. Eastern Time.
Shares deposited for safekeeping may be withdrawn by the participant by
submitting a written request to the Plan at the address in the preceding
paragraph. Dividends on any such withdrawn shares (and on any other shares
subsequently acquired and held by the participant) will continue to be
reinvested unless the participant provides contrary written instructions or a
new Authorization Card. NO SHARES WILL BE ISSUED BETWEEN THE FOURTH BUSINESS
DAY PRIOR TO A DIVIDEND RECORD DATE AND THE FOLLOWING DIVIDEND PAYMENT DATE.
HOW THE PLAN WORKS FOR BENEFICIAL
OWNERS
The Plan permits beneficial owners of Dominion Resources Common Stock to
purchase shares of Common Stock with optional cash investments. Dominion
Resources reserves the right to refuse to accept any optional cash investment
in excess of $50,000 per quarter from any participant or related or associated
group of participants and further reserves the right to limit the total amount
of optional cash investments from all participants (including both registered
holders and beneficial owners) to an aggregate of $10 million per quarter. In
the latter case, Dominion Resources will accept the first $10 million received
by it and will return any excess optional cash investments to the respective
participants.
<PAGE>
7
In order to be eligible to participate in the Plan, beneficial owners of
Dominion Resources Common Stock whose shares are registered in the name of
their broker must either request that their broker provide Dominion Resources
with the beneficial owner's name and address through ADP Investor
Communications Services (the Intermediary), or such other intermediary as may
be appointed by the Securities and Exchange Commission, or provide Dominion
Resources with certification of beneficial ownership.
Eligible beneficial owners cannot reinvest through the Plan dividends paid on
their shares registered in the name of others, such as their broker or a
nominee. However, all dividends on shares purchased with optional cash
investments and held under the Plan are automatically reinvested for the
participants.
Eligible beneficial owners must complete and sign an Authorization Form to
become participants in the Plan (see PLAN ENROLLMENT BY BENEFICIAL OWNERS
below).
In order to participate in the Plan as a registered holder, beneficial owners
of Dominion Resources Common Stock whose shares are registered in the name of
others, such as their broker or a nominee, must first become holders of record
by having shares transferred into their own names.
PLAN ENROLLMENT BY BENEFICIAL OWNERS
Beneficial owners of Dominion Resources Common Stock who wish to participate
in the Plan should: (a) provide Dominion Resources with certification that
they are beneficial owners or request that their broker provide the beneficial
owner's name and address to Dominion Resources and (b) request and complete an
Authorization Form and return it to Dominion Resources with the funds to be
invested. Participation as to optional cash investments will commence with the
next monthly purchase, provided the beneficial ownership certification or
information, the beneficial owner's Authorization Form, and the funds to be
invested are received by the 15th of the month. Should any of the foregoing
arrive after the 15th of the month, participation will be delayed until the
following monthly purchase.
ALL WRITTEN INQUIRIES SHOULD BE ADDRESSED TO DOMINION RESOURCES, INC.,
AUTOMATIC DIVIDEND REINVESTMENT AND 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.
BENEFICIAL OWNERS AFTER ENROLLMENT
Eligible beneficial owners may participate only through the Optional Cash
Investments option. For important details, see OPTIONAL CASH INVESTMENT,
below.
HOW THE PLAN WORKS FOR ALL
PARTICIPANTS
PURCHASE DATE FOR REINVESTED DIVIDENDS
The purchase date for newly issued shares purchased with reinvested dividends
will be the dividend payment date. If the dividend payment date falls on a day
on which the New York Stock Exchange (the Exchange) is closed, shares will be
purchased on the next business day on which the Exchange is open. Dividends
ordinarily have been paid on the 20th of March, June, September and December.
<PAGE>
8
All dividends reinvested through the Plan will purchase newly issued shares
only.
OPTIONAL CASH INVESTMENT
Any participant may make optional cash investments to the Plan for investment
in Dominion Resources Common Stock. Dominion Resources reserves the right to
refuse to accept any optional cash investment in excess of $50,000 per quarter
from any participant or related or associated group of participants and
further reserves the right to limit the total amount of optional cash
investments from all participants to an aggregate of $10 million per quarter.
In the latter case, Dominion Resources will accept the first $10 million
received by it and will return any excess optional cash investments to the
respective participants. Optional cash investments will be invested in either
(i) newly issued shares at the average of the high and low sale prices for the
Common Stock on the New York Stock Exchange composite tape on the purchase
date for newly issued shares, or (ii) shares purchased on the open market
commencing on the purchase date for market purchase shares at the average
price of all shares purchased on the open market by the Plan during that month
(see PURCHASE DATE FOR OPTIONAL CASH INVESTMENTS, below), or any combination
of the foregoing. While Dominion Resources will pay all brokerage fees on
shares purchased on the open market, for tax purposes, these fees will be
considered as additional dividend income to the participants. These fees, and
the resulting additional dividend income, are expected to amount to less than
1/4th of 1% of the purchase price of the shares (that is, less than 25(cents)
per $100 invested). Optional cash investments from participants purchasing
shares with cash must be received by the 15th of the month to participate in
purchases for that month. Funds received later will be held for the
participant's account and used to purchase shares in the following month.
Since cash contributions received during the period between purchases will not
earn any interest and will not be invested until the next monthly purchase,
Shareholders should consider transmitting cash contributions so that they will
be received in as short a time as possible prior to the 15th of the month. If,
for any reason, Dominion Resources fails to declare a cash dividend, cash
contributions received and not invested in Common Stock will be returned
unless a participant confirms his direction to invest such contribution.
Participants have an unconditional right to obtain the return of any cash
contributions up to 48 hours prior to the purchase of any shares in the Plan.
ALL OPTIONAL CASH INVESTMENTS SHOULD BE MADE PAYABLE TO: DOMINION RESOURCES,
INC. AND MAILED TO P.O. BOX 26092, RICHMOND, VIRGINIA 23260-6092.
Participants who make optional cash investments will receive a detailed
statement of their Plan account following each monthly purchase. This
statement will show the optional cash investments received, total shares
purchased (including fractional shares), price paid per share and total shares
held by the Plan. THESE STATEMENTS SHOULD BE RETAINED BY PARTICIPANTS TO
DETERMINE THE TAX COST BASIS FOR SHARES PURCHASED.
It should be recognized that since investments under the Plan are made as of
specified dates, a participant loses any advantage that otherwise might be
available from being able to select the timing of his investment.
<PAGE>
9
PURCHASE DATE FOR OPTIONAL CASH INVESTMENTS
The purchase date for newly issued shares purchased with optional cash
investments will be the 20th day of each month. If the 20th of the month falls
on a day on which the New York Stock Exchange is closed, newly issued shares
will be purchased on the next business day on which the Exchange is open.
The purchase date for shares purchased by the Plan on the open market with
optional cash investments will be, or will commence with, the next business
day on which the New York Stock Exchange is open following the day on which
newly issued shares would otherwise have been purchased. For example, if newly
issued shares would have been purchased on Tuesday, the 20th of a month, then
open market purchases would commence on Wednesday, the 21st of that month.
Due to regulatory requirements, the Plan may be required to make open market
purchases over two or more consecutive business days.
SALE OF SHARES
Following receipt of written instructions from a participant, the Plan will
sell some or all of the participant's shares held under the Plan (including
shares deposited with the Plan for safekeeping) and will remit to the
participant a check for the proceeds of such sale, less the participant's
share of brokerage commissions and any applicable taxes. Prior written
instructions from the participant must be received at least 48 hours preceding
the sale. Participants' shares will be sold at least once per week by the Plan
at then current market prices in transactions carried out through one or more
brokerage firms. This procedure for selling shares may be particularly
attractive to holders of small amounts of Dominion Resources Common Stock,
because the Plan can combine odd lots and small numbers of shares into larger
blocks to be sold, and thereby take advantage of lower brokerage costs than
might otherwise be available to individual participants in the sale of their
shares. NO SHARES WILL BE SOLD BETWEEN THE FOURTH BUSINESS DAY PRIOR TO A
DIVIDEND RECORD DATE AND THE FOLLOWING DIVIDEND PAYMENT DATE.
STATEMENT TO PARTICIPANTS
Participants will receive from Dominion Resources a detailed statement of
their Plan Account following each dividend payment and account transaction.
These detailed statements will show total cash dividends received, total
optional cash investments received, total shares purchased (including
fractional shares), price paid per share and total shares held in the Plan.
THESE STATEMENTS SHOULD BE RETAINED BY PARTICIPANTS TO DETERMINE THE TAX COST
BASIS FOR SHARES PURCHASED.
TERMINATION OF ENROLLMENT
Participants may terminate their enrollment in the Plan by giving written
notice to Dominion Resources and, thereafter, all dividends will be sent to
the Shareholder. In order to terminate participation prior to the usual
dividend payment dates in March, June, September or December, written notice
must be received by the 20th of February, May, August or November. Upon
termination, stock certificates for any full shares will be issued in the
participant's name or, upon receipt of written instructions, shares will be
sold for the participant. Any fractional shares held in the Plan at the time
of termination will be converted to cash on the basis of the then current
market price of the Dominion Resources Common Stock. NO SHARES WILL BE ISSUED
OR SOLD BETWEEN THE FOURTH BUSINESS DAY PRIOR TO A DIVIDEND
<PAGE>
10
RECORD DATE AND THE FOLLOWING DIVIDEND PAYMENT DATE.
VOTING RIGHTS
In connection with the exercise of Shareholder voting rights, each participant
will receive a proxy card representing any shares held by the participant or
for the participant's account under the Plan. All shares will be voted as
designated by the participant on the proxy card. If a participant does not
vote by proxy or in person, and does not otherwise instruct the Plan to the
contrary, the Plan may vote the full shares held by it for the account of the
participant in accordance with the recommendations of Dominion Resources'
management.
EXPENSES OF THE PLAN
There are no brokerage fees on newly issued shares purchased from Dominion
Resources for a participant's account. Brokerage fees on shares purchased on
the open market for a participant's account will be paid by Dominion Resources
and, for tax purposes, these fees will be considered as additional dividend
income to the participants. All costs of administering the Plan will be paid
by Dominion Resources except that when full shares, fractional shares or
rights are sold for a participant's account, the Plan will first deduct the
brokerage commission and taxes.
RESPONSIBILITIES OF DOMINION RESOURCES
The Plan will commingle the funds of participants. In acting under the terms
and conditions of the Plan as described in this Prospectus, neither Dominion
Resources, nor any nominee, custodian or co-fiduciary shall be liable with
respect to the prices at which shares are purchased or sold for a
participant's account or with respect to any fluctuation in the market value
before or after any purchase or sale of shares.
Dominion Resources reserves the right to suspend, modify or terminate the
Plan, or waive strict compliance with its terms, at any time. All participants
will receive written notice of any such suspension, termination or material
modification.
The Plan will confirm its purchases as soon as practicable but no certificates
will be issued to a participant until so requested or until the account is
terminated. Certificates for full shares will be issued if a participant so
requests in writing. A separate written request must be made for each
withdrawal of certificates. Certificates for fractional shares will not be
issued.
Upon termination by reason of notice of death or adjudicated incompetency,
evidence of which must be received by Dominion Resources by the 20th of
February, May, August or November in the case of dividend reinvestment and at
least 48 hours in advance of any optional cash investments, no purchases of
shares shall be made for a participant's account and shares, optional cash
investments received and any dividends received will be retained by the Plan
until such time as such participant's legal representative shall have been
appointed and shall have furnished proof satisfactory to Dominion Resources of
the representative's right to receive payment.
Following receipt of written instructions from a participant to sell some or
all of his shares held under the Plan, the Plan will do so and send the
participant a check representing the proceeds (and the cash value of any
fractional share), less brokerage commissions and any applicable taxes. SALES
OF SUCH SHARES WILL
<PAGE>
11
BE MADE AT LEAST ONCE A WEEK AND PARTICIPANTS SHOULD ALLOW APPROXIMATELY THREE
WEEKS BETWEEN THE TIME A SALES REQUEST IS RECEIVED BY DOMINION RESOURCES AND
THE PROCEEDS ARE DISBURSED. NO SHARES WILL BE SOLD BETWEEN THE FOURTH BUSINESS
DAY PRIOR TO A DIVIDEND RECORD DATE AND THE FOLLOWING DIVIDEND PAYMENT DATE.
If a participant transfers or otherwise disposes of all shares of Dominion
Resources Common Stock held by the participant, dividends on shares held in
the participant's Plan account will continue to be reinvested, and optional
cash investments may continue to be made by the participant, until the Plan
receives written notification from the participant that he wishes to withdraw
from the Plan.
Any Common Stock distributed by Dominion Resources as a result of a stock
dividend or a stock split on shares held under the Plan for a participant will
be credited to the participant's account. In the event that Dominion Resources
makes available to holders of its Common Stock rights to purchase additional
shares or other securities, the Plan will sell all rights received by it for
participants and invest the resulting funds in shares of Dominion Resources
Common Stock with the next regular cash dividend. Participants who wish to
exercise any rights relating to their shares will be able to do so only if
they have requested that certificates for the shares purchased under the Plan
be issued to them prior to the record date for the distribution of the rights.
Neither Dominion Resources, the Plan nor its nominee, custodian or
co-fiduciary 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.
FEDERAL INCOME TAX CONSEQUENCES
Generally, a holder of Dominion Resources Common Stock who participates in the
Plan will have the same Federal income tax obligations for dividends
reinvested under the Plan as for dividends received in cash. A participant
will be treated for Federal income tax purposes as having received dividend
income equal to the full amount of any cash dividend payable on the
participant's Plan shares plus the participant's share of any brokerage fees
paid by Dominion Resources on shares purchased on the open market. This is
true even though these amounts are not actually received by the participant in
cash but are applied to the purchase of additional shares for the
participant's account. A participant's tax basis in the dividend shares, as
well as shares purchased on the open market, will include any amount the
participant is treated as having received, and the holding period for such
shares will begin the day after the purchase date.
When a participant receives certificates for whole shares credited to the
participant's account under the Plan, the participant will not realize any
taxable income. However, a participant who receives a cash adjustment for a
fraction of a share may realize a gain or loss with respect to such fraction.
A gain or loss may also be realized by the participant when whole shares are
sold, either pursuant to the participant's request upon withdrawal from the
Plan or by the participant after withdrawal from the Plan. The amount of such
gain or loss will be the difference between the amount which the participant
realizes for the shares or fraction of a share and the tax basis of the
participant in the shares.
<PAGE>
12
The foregoing is only a summary of the Federal income tax consequences of
participating in the Plan and does not constitute tax advice. Specific
questions should be referred to the participant's tax advisor.
THE COMPANY
Dominion Resources, organized in 1983, has its principal place of business at
Riverfront Plaza, West Tower, 901 East 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, which does business in Virginia as Virginia Power and in North
Carolina as North Carolina Power, is the principal subsidiary of Dominion
Resources.
Dominion Resources' other immediate subsidiaries are: Dominion Capital, Inc.,
active in investment management and real estate management and development;
and Dominion Energy, Inc., active in nonutility electric power generation
projects and joint venture development of natural gas reserves.
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.
INDEMNIFICATION UNDER THE
SECURITIES ACT
Except in limited circumstances, Dominion Resources is required by provisions
in its Articles of Incorporation to indemnify its directors and officers
against liability incurred by them as a result of their service in those
capacities. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Dominion Resources pursuant to the foregoing provisions, Dominion
Resources has been informed 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.
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.
<PAGE>
13
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
(through June 23, 1995)..... 38 5/8 35 7/8
The last reported sale price of Common Stock on the New York Stock Exchange on
June 23, 1995 was $37 5/8 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.
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.
<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
2 Available Information
3 Incorporation of Certain Documents by Reference
4 The Plan
4 How the Plan Works for Registered Holders
4 Plan Enrollment by Registered Holders
5 Registered Holders After Enrollment
6 Custodial Service for Registered Holders of
Dominion Resources Common Stock Certificates
6 How the Plan Works for Beneficial Owners
7 Plan Enrollment by Beneficial Owners
7 Beneficial Owners After Enrollment
7 How the Plan Works for All Participants
7 Purchase Date for Reinvested Dividends
8 Optional Cash Investment
9 Purchase Date for Optional Cash
Investments
9 Sale of Shares
9 Statement to Participants
9 Termination of Enrollment
10 Voting Rights
10 Expenses of the Plan
10 Responsibilities of Dominion Resources
11 Federal Income Tax Consequences
12 The Company
12 Use of Proceeds
12 Indemnification Under the Securities Act
12 Common Stock Dividends and Price Range
13 Experts
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
June 28, 1995
Common Stock
(Without Par Value)
[Dominion Resources Logo]
<PAGE>
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
ESTIMATED
<S> <C>
Securities and Exchange Commission fee................................................................ $45,409
Printing expense -- Registration Statement and Prospectus, etc........................................ 24,500
Transfer Agent and Registrar fees..................................................................... 3,000
Fees of New York Stock Exchange for listing........................................................... 3,500
Counsel fees.......................................................................................... 6,000
Accountants' fees..................................................................................... 5,000
Miscellaneous......................................................................................... 1,091
Total............................................................................................ $88,500
</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).
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;
R-1
<PAGE>
(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.
R-2
<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, Commonwealth of Virginia, on the 28th day
of June, 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 28th day of June, 1995.
SIGNATURE TITLE
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
Director
Frank S. Royal
R-3
<PAGE>
SIGNATURE TITLE
JUDITH B. SACK Director
Judith B. Sack
RICHARD L. SHARP Director
Richard L. Sharp
Director
S. Dallas Simmons
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)
R-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
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).
24 Powers of attorney (contained herein).
<PAGE>
OPINION OF HUNTON & WILLIAMS
EXHIBIT 5
June 28, 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 June 28, 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)
June 28, 1995
Dominion Resources, Inc.
Richmond, Virginia 23261
RE: DOMINION RESOURCES, INC.
AUTOMATIC 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 June 28, 1995, with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, for registration of
3,500,000 shares of its Common Stock, without par value.
Very truly yours,
JACKSON & KELLY
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
EXHIBIT 23(iii)
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
(which expresses an unqualified opinion and includes an explanatory paragraph
relating to changes in accounting principles), appearing 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
June 28, 1995
