Rule 424(b)(2)
File No. 33-63835
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 20, 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, June 30, 1995 and September
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
Selling Stockholder Shares Beneficially Owned
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
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. Nevertheless, 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
(through November
17, 1995)
The last reported sale price of Common Stock on The New York
Stock Exchange on November 17, 1995 was $39.875 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.
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.
