SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, and 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
Dominion Resources, Inc.
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1 TO FORM 10-K
The undersigned registrant hereby amends the exhibits to its 1995 Annual
Report on Form 10-K to include the following Annual Reports for the Dominion
Resources, Inc. Employee Savings Plan for 1995, Dominion Subsidiary Savings
Plan for the period October 1, 1995 through December 31, 1995 and the Virginia
Power Hourly Employee Savings Plan for 1995.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
BY /s/Linwood R. Robertson
Linwood R. Robertson
Senior Vice President,
Chief Financial Officer
Date: June 18, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______ to _______
Commission File number 33-55403
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Dominion Resources, Inc.
Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DOMINION RESOURCES, INC.
P.O. Box 26532
901 East Byrd Street
Richmond, Virginia 23261-6532<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Pages
Independent Auditors' Report F-2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1995 and 1994 F-3
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1995, 1994 and 1993 F-4
Notes to Financial Statements F-5 - F-14
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-15
Item 27d - Schedule of Reportable Transactions F-16
Schedules Omitted:
The following schedules are omitted because of the absence of the conditions
under which they are required, or because the required information is included
in the financial statements or notes thereto
Schedules I, II and III.
F-1<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Organization and Compensation Committee of the
Board of Directors of Dominion Resources, Inc.
We have audited the accompanying financial statements of the Dominion Resources,
Inc. Employee Savings Plan as of December 31, 1995 and 1994 and for each of the
three years in the period ended December 31, 1995, listed in the Table of
Contents on page F-1. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1995
and 1994, and the changes in net assets available for plan benefits for each of
the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of 1) assets held for investment purposes as of December 31, 1995 and 2)
reportable transactions for the year ended December 31, 1995 are presented for
purposes of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 1995 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Richmond, Virginia
June 18, 1996
F-2<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
_________________
December 31,
ASSETS 1995 1994
Dominion Resources, Inc.,
common stock
(1995: shares 6,511,068, cost $222,501,788
1994: shares 6,431,777, cost $214,077,168) $268,581,579 $231,543,973
Balanced Fund
(1995 cost $19,259,186;
(1994 cost $13,275,944) 19,327,683 11,739,660
America's Utility Fund
(1995 cost $17,422,004;
(1994 cost $16,473,052) 18,223,585 13,420,187
Equity Index Fund
(1995 cost $28,159,639;
(1994 cost $16,675,190) 36,203,926 17,001,227
NationsBank Employee Benefit Stable
Capital Fund (Collective Funds)
(1995 cost $26,100,267;
1994 cost $27,272,287) 29,971,471 29,492,668
U.S. Treasury Notes
(cost $9,717,333) 0 9,267,834
Loans to participants at face value 3,981,946 5,057,889
Short Term Investments
Temporary cash investments at cost
(approximates market value) 3,519,223 8,508,643
U.S. Treasury Bill 6,770,930 0
(cost $6,679,760)
Cash 533,163 253,928
Total Investments 387,113,506 326,286,009
Interest Receivable 12,351 86,200
Contributions Receivable 24,168 23,784
Other Receivables 774 27,821
Total $387,150,799 $326,423,814
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distributions payable to participants $ 520,594 $ 227,402
Other liabilities 62,008 684
Net assets available for Plan benefits 386,568,197 326,195,728
Total $387,150,799 $326,423,814
The accompanying notes are an integral part of the financial statements.
F-3<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
_________________
For the Years Ended December 31,
1995 1994 1993
Investment income:
Dividends $ 19,244,113 $18,143,556 $ 17,087,299
Interest and other 892,225 1,316,680 2,072,323
Total investment income 20,136,338 19,460,236 19,159,622
Realized gain (loss) 3,032,198 (8,659,027) 2,592,093
Unrealized appreciation
(depreciation) 47,050,107 (54,709,337) 32,902,256
Transfer of participants'
assets to the Plan from the
Virginia Power Hourly
Employee Savings Plan 325,430 8,319,378 1,839,714
Contributions:
Participants 22,329,543 22,908,667 22,002,757
Participating companies 8,363,366 8,713,218 8,757,674
Total additions 101,236,982 (3,966,865) 87,254,116
Distributions to
participants 40,517,577 52,181,439 19,345,601
Administrative expense 346,936 314,564 417,366
Total deductions 40,864,513 52,496,003 19,762,967
Net increase (decrease) before
Cumulative Effect of a Change
in Accounting Principle 60,372,469 (56,462,868) 67,491,149
Cumulative Effect of a Change
in Accounting Principle
(Note 1) 5,865,420
Net increase (decrease) 60,372,469 (56,462,868) 73,356,569
Net assets available for Plan
benefits:
Beginning of year 326,195,728 382,658,596 309,302,027
End of year $386,568,197 $326,195,728 $382,658,596
The accompanying notes are an integral part of the financial statements.
F-4<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
General:
Dominion Resources, Inc. (Dominion Resources), offers its common stock along
with other investment options (see footnote 6 for additional information) to
participants in the Dominion Resources, Inc. Employee Savings Plan (the Plan).
Virginia Electric and Power Company (Virginia Power), a wholly-owned subsidiary
of Dominion Resources, is the designated Plan sponsor, fiduciary and
administrator. The Plan financial statements are prepared using the accrual
basis of accounting.
For additional information concerning the Plan, see Plan documents.
Investment Income:
Dividend income is recognized on the ex-dividend date.
Investment Valuations:
Investments in securities traded on a national securities exchange are stated at
the last reported sales price on the last working day of each month. Investments
in mutual funds are stated at fair value based upon quoted net asset values
reported on recognized securities exchanges on the last business day of the plan
year. Investments in bank common trust funds (funds) are stated at estimated
fair values, which have been determined based on the unit values of the funds.
Unit values are determined by the bank sponsoring such funds by dividing the
fund's net assets by its units outstanding at the valuation dates.
Distributions:
Distributions from the Plan are recorded on the valuation date of the month in
which a participant terminated employment, retired, or submitted a valid
withdrawal request.
Change in Accounting Principle:
In 1993, the Plan changed its method of accounting for distributions payable
to comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee
Benefit Plans. The new guidance requires that distributions payable to
participants who have withdrawn from participation in a defined contribution
plan be disclosed in the footnotes to the financial statements rather than be
recorded as a liability of the Plan. As of December 31, 1995 and 1994,
respectively net assets available for Plan benefits included benefits of
$3,197,458 and $12,544,952 due to participants who have withdrawn from
participation in the Plan.
2. Plan Participants
Any subsidiary of Dominion Resources may become a party to the Plan by
adopting the Plan for the benefit of its qualified salary employees subject to
approval of the Board of Directors of Dominion Resources. All Dominion
Resources' subsidiaries comprise the Plan's Participating Companies.
There were 6,356 and 6,509 participants in the Plan as of December 31, 1995
and 1994, respectively.
F-5<PAGE>
3. Contributions
Under the terms of the Plan, participants may make contributions to the Plan
under the Regular Option and the Savings Plus Option. The Regular Option allows
participants to make after-tax contributions to the Plan. The Savings Plus
Option allows participants to contribute to the Plan with before-tax dollars.
A maximum of 16% of the participant's eligible earnings can be invested in the
Plan. Of this 16%, up to 10% can be invested on a tax-deferred basis under the
Savings Plus Option. The Participating Companies contribute a matching amount
equivalent to 50% of each participant's contributions, not to exceed 3% of the
participant's eligible earnings, which is used to purchase Dominion Resources
common stock.
4. Vesting Provisions
Participants become vested in their own contributions immediately and in the
Participating Companies' matching contributions at the earlier of (a) the
beginning of the third year following the year in which the contribution was
made or (b) the date the participant completes five years of service with the
Company. Matching contributions vest immediately for participants aged 55 or
older.
5. Forfeiture Provisions
Participating Companies' contributions and related earnings, which participants
forfeit as a result of withdrawing their contributions prior to vesting, are
applied to reduce future Participating Companies' contributions. Such
forfeitures amounted to $15,502, $40,687, and $98,372 for the years ended
December 31, 1995, 1994, and 1993, respectively.
6. Investment Options
The Plan provides for employee contributions to be invested in the following
funds:
Dominion Resources, Inc. (DRI) Common Stock Fund - All investments are in DRI
Common Stock.
Interest-Bearing Fund - This fund's focus is on preservation of principal and
the primary investments are in high quality fixed income securities.
Balanced Fund - Thirty percent of this fund is invested in equity securities and
the residual is invested in fixed income securities. It is designed to produce
stable long-term principal growth.
America's Utility Fund - Investments are in the common stock of electric, gas
and telephone utilities, which are intended to provide high income and moderate
principal growth. America's Utility Fund is sponsored and administered by a
subsidiary of Dominion Resources, Inc.
Equity Index Fund - The objective is to provide a return equal to the return on
the U.S. stock market as measured by the Standard and Poor's 500 Index.
Loan Fund - Participants are allowed to borrow against their vested balance and
repay the amount over a three or four year period.
Participating Companies' matching contributions are invested only in the DRI
Common Stock Fund and cannot be transferred to other funds.
Employee contributions may be invested in any option (except the loan fund) in
10% increments totaling to 100%. Changes in investment options may be selected
four times a year, to be effective the first day of each quarter.
F-6
7. Income Taxes
The Plan is a qualified employees' profit sharing trust under Sections 401(a)
and 401(k) of the Internal Revenue Code and, as such, is exempt from Federal
income taxes under Section 501(a). Pursuant to Section 402(a) of the Internal
Revenue Code, a participant is not taxed on the income and contributions
allocated to the participant's account until such time as the participant or
the participant's beneficiaries receive distributions from the Plan.
The Plan obtained its latest determination letter on November 9, 1993, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
8. Trustee
Virginia Power has entered into a Trust Agreement with Signet Trust Company with
respect to the DRI Common Stock, America's Utility, Equity Index, and Balanced
Funds. NationsBank serves as Trustee of the Plan with respect to the Interest
Bearing Fund.
9. Loans to Participants
Participants are eligible to secure loans against their plan assets. The maximum
loan amount is the lesser of:
. 50% of the vested account balance
. $50,000 (reduced by the maximum outstanding loan balance during the prior
twelve months)
The loans are interest-bearing at one percentage point above the prime rate of
interest. The rate is determined every quarter, however, the rate is fixed at
the inception of the loan for the life of the loan.
Participants make repayments to the Plan on a monthly basis. Any defaults in
loans result in a reclassification of the remaining loan balances as taxable
distributions to the participants.
10. Fund Information
Statements of Net Assets Available for Benefits by Fund at December 31, 1995
and 1994, and Statements of Changes in Net Assets Available for Plan Benefits
by Fund for the years ended December 31, 1995, 1994, and 1993 follows:
F-7<PAGE>
<TABLE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1995
<CAPTION>
Nonparticipant
Participant Directed Directed
DRI Common Equity DRI Common
Stock Interest America's Index Balanced Loan Stock
Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Common Stock $268,581,579 $130,450,074 $138,131,505
Mutual Funds 37,551,268 $18,223,585 19,327,683
Bank Common Trust Funds 66,175,397 29,971,471 $36,203,926
Short Term Investments 10,290,153 50,604 8,590,166 1,590,798 5,001 53,584
Cash 533,163 23,027 4,552 185,318 28,728 267,155 24,383
Loans Receivable 3,981,946 $3,981,946
Contributions Receivable 24,168 8,362 2,601 1,449 3,705 1,735 6,316
Interest Receivable 12,351 218 11,649 41 162 50 231
Interfund Receivable
(Payable) (394,763) (304,520) (7,905) 501,233 239,235 (55,760) 22,480
Other Receivables 774 774
Total Assets $387,150,799 $130,137,522 $38,275,919 $18,402,488 $38,328,552 $19,841,633 $3,926,186 $138,238,499
Liabilities and Net
Assets Available for
Plan Benefits
Distribution Payable
to Participants $ 520,594 $ 191,395 $ 36,421 $ 17,283 $ 67,344 $ 5,648 $ 202,503
Other Liabilities 62,008 59,149 28 15 774 2,042
Net Assets Available
for Plan Benefits 386,568,197 129,886,978 38,239,470 18,385,190 38,260,434 $19,833,943 $3,926,186 138,035,996
Total Liabilities and Net
Assets Available for
Plan Benefits $387,150,799 $130,137,522 $38,275,919 $18,402,488 $38,328,552 $19,841,633 $3,926,186 $138,238,499
</TABLE>
F-8<PAGE>
<TABLE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1994
<CAPTION>
Nonparticipant
Participant Directed Directed
DRI Common Equity DRI Common
Stock Interest America's Index Balanced Loan Stock
Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Common Stock $231,543,973 $115,424,670 $116,119,303
U.S. Treasury Notes 9,267,834 $ 9,267,834
Mutual Funds 25,159,847 $13,420,187 $11,739,660
Bank Common Trust Funds 46,493,895 29,492,668 $17,001,227
Short Term Investments 8,508,643 2,955,769 986,084 156,970 1,284,898 151,365 2,973,557
Cash 253,928 27,974 6,772 171,913 12,402 6,724 28,143
Loans Receivable 5,057,889 $5,057,889
Contributions Receivable 23,784 9,083 2,593 1,778 2,325 1,444 6,561
Interest Receivable 86,200 222 85,556 46 116 38 222
Interfund Receivable
(Payable) (11,627) (206,913) (6,390) 280,973 41,001 (160,153) 63,109
Other Receivables 27,821 12,063 3,828 5,944 5,729 257
Total Assets $326,423,814 $118,418,154 $39,638,422 $13,750,448 $18,587,670 $11,940,489 $4,897,736 $119,190,895
Liabilities and Net
Assets Available for
Plan Benefits
Distribution Payable
to Participants $ 227,402 $ 101,571 $ 19,492 $ 4,531 $ 1,357 $ 4,028 $ 96,423
Other Liabilities 684 684
Net Assets Available
for Plan Benefits 326,195,728 118,315,899 39,618,930 13,745,917 18,586,313 11,936,461 $4,897,736 $119,094,472
Total Liabilities and Net
Assets Available for
Plan Benefits $326,423,814 $118,418,154 $39,638,422 $13,750,448 $18,587,670 $11,940,489 $4,897,736 $119,190,895
</TABLE>
F-9<PAGE>
<TABLE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1995
<CAPTION>
Nonparticipant
Participant Directed Directed
DRI Common Equity DRI Common
Stock Interest America's Index Balanced Loan Stock
Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 19,244,113 $ 8,303,336 $ 752,087 $ 378,731 $ 1,345,653 $ 8,464,306
Interest and Other 892,225 34,512 476,794 3,225 29,425 5,021 $ 318,664 24,584
Total 20,136,338 8,337,848 476,794 755,312 408,156 1,350,674 318,664 8,488,890
Realized Gain (Loss) 3,032,198 1,348,224 102,473 97,699 676 77,625 1,405,501
Unrealized Appreciation
(Depreciation) 47,050,107 16,828,774 2,253,125 3,671,995 7,718,336 1,545,316 15,032,561
Transfer of Participants'
Assets to the Plan from
the Virginia Power Hourly
Employee Savings Plan 325,430 146,033 24,765 154,632
Contributions:
Participants 22,329,543 11,092,552 3,402,032 1,944,346 3,890,588 2,000,025
Participanting Companies 8,363,366 8,363,366
Interfund Transfers, Net (12,006,936) (1,836,902) (679,631) 10,644,834 4,530,386 (1,142,676) 490,925
Total Additions/
(Subtractions) 101,236,982 25,746,495 4,422,287 5,789,721 22,662,590 9,504,026 (824,012) 33,935,875
Distributions to
Participants 40,517,577 14,078,153 5,714,483 1,137,853 2,958,019 1,594,519 139,348 14,895,202
Administrative Expense 346,936 97,263 87,264 12,595 30,450 12,025 8,190 99,149
Total Deductions 40,864,513 14,175,416 5,801,747 1,150,448 2,988,469 1,606,544 147,538 14,994,351
Net Increase/(Decrease) 60,372,469 11,571,079 (1,379,460) 4,639,273 19,674,121 7,897,482 (971,550) 18,941,524
Net Assets Available
for Plan Benefits:
Beginning of Year 326,195,728 118,315,899 39,618,930 13,745,917 18,586,313 11,936,461 $ 4,897,736 119,094,472
End of Year $386,568,197 $129,886,978 $38,239,470 $18,385,190 $38,260,434 $19,833,943 $ 3,926,186 $138,035,996
</TABLE>
F-10<PAGE>
<TABLE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1994
<CAPTION>
Nonparticipant
Participant Directed Directed
DRI Common Equity DRI Common
Stock Interest America's Index Balanced Loan Stock
Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 18,143,556 $ 8,062,020 $ 683,026 $ 375,338 $ 735,526 $ 8,287,646
Interest and Other 1,316,680 25,640 $ 757,002 98,725 11,834 5,567 $ 403,633 14,279
Total 19,460,236 8,087,660 757,002 781,751 387,172 741,093 403,633 8,301,925
Realized Gain (Loss) (8,659,027) (3,789,953) (117,394) (627,495) (42,242) (105,599) (3,976,344)
Unrealized Appreciation
(Depreciation) (54,709,337) (25,116,752) 489,611 (2,476,513) (102,649) (1,091,575) (26,411,459)
Transfer of Participants'
Assets to the Plan from
the Virginia Power Hourly
Employee Savings Plan 8,319,378 3,222,444 1,855,098 3,241,836
Contributions:
Participants 22,908,667 12,117,602 3,434,923 2,594,979 2,922,891 1,838,272
Participanting Companies 8,713,218 8,713,218
Interfund Transfers, Net 4,076,871 (3,034,506) (2,408,023) 1,828,293 400,918 (1,529,569) 666,016
Total Additions/
(Subtractions) (3,966,865) (1,402,128) 3,384,734 (2,135,301) 4,993,465 1,783,109 (1,125,936) (9,464,808)
Distributions to
Participants 52,181,439 20,111,634 7,178,722 1,931,580 1,728,563 1,700,024 438,584 19,092,332
Administrative Expense 314,564 90,507 77,871 11,091 24,991 9,329 7,735 93,040
Total Deductions 52,496,003 20,202,141 7,256,593 1,942,671 1,753,554 1,709,353 446,319 19,185,372
Net Increase/(Decrease) (56,462,868) (21,604,269) (3,871,859) (4,077,972) 3,239,911 73,756 (1,572,255) (28,650,180)
Net Assets Available
for Plan Benefits:
Beginning of Year 382,658,596 139,920,168 43,490,789 17,823,889 15,346,402 11,862,705 6,469,991 147,744,652
End of Year $326,195,728 $118,315,899 $39,618,930 $13,745,917 $18,586,313 $11,936,461 $ 4,897,736 $119,094,472
</TABLE>
F-11<PAGE>
<TABLE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year December 31, 1993
<CAPTION>
DRI Common Equity
Stock Interest America's Index Balanced Loan
Total Fund Bearing Fund Utility Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 17,087,299 $ 15,295,621 $ 601,455 $ 158,275 $ 1,031,948
Interest 2,072,323 12,924 $ 1,604,823 312 11,859 181 $ 442,224
Total 19,159,622 15,308,545 1,604,823 601,767 170,134 1,032,129 442,224
Realized Gain (Loss) 2,592,093 2,748,384 (140,511) (15,780)
Unrealized Appreciation
(Depreciation) 32,902,256 32,253,794 1,408,609 (744,249) 522,829 (538,727)
Transfer of Participants'
Assets to the Plan from
the Virginia Power Hourly
Employee Savings Plan 1,839,714 1,616,697 223,017
Contributions:
Participants 22,002,757 12,966,328 5,654,827 1,292,729 1,306,558 782,315
Participanting Companies 8,757,674 8,757,674
Interfund Transfers, Net (14,655,518) (26,150,435) 16,769,881 13,483,748 10,728,874 (176,550)
Total Additions/
(Subtractions) 87,254,116 58,995,904 (17,399,670) 17,920,128 15,483,269 11,988,811 265,674
Distributions to
Participants 19,345,601 15,098,610 3,864,859 83,053 125,095 117,468 56,516
Administrative Expense 417,366 244,584 124,182 13,186 11,772 8,638 15,004
Total Deductions 19,762,967 15,343,194 3,989,041 96,239 136,867 126,106 71,520
Net Increase/(Decrease)
Before Cumulative Effect
of a Change in
Accounting Principle 67,491,149 43,652,710 (21,388,711) 17,823,889 15,346,402 11,862,705 194,154
Cumulative Effect of a
Change in Accounting
Principle 5,865,420 4,402,472 1,462,948
Net Increase/(Decrease) 73,356,569 48,055,182 (19,925,763) 17,823,889 15,346,402 11,862,705 194,154
Net Assets Available
for Plan Benefits:
Beginning of Year 309,302,027 239,609,638 63,416,552 0 0 0 6,275,837
End of Year $382,658,596 $287,664,820 $ 43,490,789 $17,823,889 $15,346,402 $11,862,705 $6,469,991
</TABLE>
F-12<PAGE>
11. Right to Terminate
Virginia Power reserves the right to terminate the Plan by action of its Board
of Directors. No termination of the Plan may retroactively diminish any
participant's interest in the Plan or prejudice the accrued rights thereunder.
In the event of termination of the Plan, no part of the Plan assets or any
participant's interest in the Plan will revert to the Participating Companies.
12. Unrealized Appreciation/Depreciation
For 1993 through 1995, the net change in unrealized appreciation (depreciation)
on investments was as follows:
1995 1994 1993
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $31,861,335 $(51,528,211) $32,253,794
U.S. Treasury Bill 112,656 0 0
U.S. Treasury Notes 0 (313,351) 32,366
Mutual Funds 5.217.311 (3,568,088) (1,282,976)
37,191,302 (55,409,650) 31,003,184
Investments at Estimated
Fair Value:
Bank Common Trust Funds 9,858,805 700,313 1,899,072
$47,050,107 $(54,709,337) $32,902,256
13. Realized Gains and Losses on Dispositions
Proceeds from dispositions are reported net of any brokerage or other fees.
Realized gains and losses on dispositions are recognized and measured using the
carrying values for each transaction.
1995 1994 1993
Investments at Fair Value
as Determined by Quoted
Market Price:
Common Stock $2,753,725 $(7,766,297) $2,748,384
U.S. Treasury Notes 102,473 (192,474) (321,382)
Mutual Funds 175,324 (733,094) (15,780)
3,031,522 (8,691,865) 2,411,222
Investments at Estimated
Fair Value:
Bank Common Trust Funds 676 32,838 180,871
$3,032,198 $(8,659,027) $2,592,093
F-13<PAGE>
14. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments at each year end
with investments exceeding 5% of the Plan's net assets shown separately:
1995 1994
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock
DRI Common Stock $268,581,579 $231,543,973
U.S. Treasury Bill 6,770,930 0
U.S. Treasury Notes 0 9,267,834
Mutual Funds 37,551,268 25,159,847
312,903,777 265,971,654
Investments at Estimated Fair
Value:
NationsBank Employee
Benefit Stable Capital Fund 29,971,471 29,492,668
Mellon National Bank Employee
Benefit Stock Index Fund 36,203,926 17,001,227
Money Market 3,519,223 8,508,643
$382,598,397 $320,974,192
15. Subsequent Event
Effective June 1, 1996, Mellon Bank will become Trustee of the Plan. The
investment options will increase from 5 to 8, and the combined total of employee
pretax and after-tax contributions may be from 2% to 17%. The Company match
will continue to be made in Dominion Resources common stock.
F-14<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Description Current
Cost Value
Cash $ 533,163 $ 533,163
Temporary cash investments:
Virtus Money Market Fund II 1,702,366 1,702,366
Nations Cash Reserves Capital
Class 1,815,806 1,815,806
Mellon Employee Benefit Temporary
Investment Fund 1,051 1,051
Total temporary cash investments 3,519,223 3,519,223
United States Treasury Bill
DTD 01/04/96 due 04/04/96 6,679,760 6,770,930
Dominion Resources Common Stock 222,501,788 268,581,579
Miller, Anderson and Sherrerd
Funds Fixed Income 13,733,111 13,527,304
Miller, Anderson and Sherrerd
Funds Equity 5,526,075 5,800,379
America's Utility Fund 17,422,004 18,223,585
Mellon National Bank Employee
Benefit Stock Index Fund 28,159,639 36,203,926
NationsBank Employee Benefit
Stable Capital Fund (Collective Funds) 26,100,267 29,971,471
Participant Loans bearing
interest from 7.5% to 9.5% with
maturities ranging from 30 months
to 48 months 3,981,946 3,981,946
Total Assets Held For Investment $328,156,976 $387,113,506
F-15
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
The Dominion Resources, Inc. Employee Savings Plan assets are combined with
the assets of the Virginia Power Hourly Employee Savings Plan in a master
trust for investment purposes. Such schedules report the 5% transactions which
transpired in 1995 for this master trust and were filed in paper format as
Exhibit 99(i).
F-16
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
Commission File number 33-62705
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
DOMINION SUBSIDIARY SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DOMINION RESOURCES, INC.
P. O. BOX 26532
901 East Byrd Street
Richmond, Virginia 23261-6532
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Pages
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 1995 F-2
Statement of Changes in Net Assets Available for
Plan Benefits for the period October 1, 1995
(Inception) to December 31, 1995 F-3
Notes to Financial Statements F-4 - F-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-10
Item 27d - Schedule of Reportable Transactions F-11
Schedules Omitted:
The following schedules are omitted because of the absence of the
conditions under which they are required, or because the required
information is included in the financial statements or notes thereto:
Schedules I, II and III.
F-1<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
(Unaudited)
<CAPTION>
NonParticipant
Participant Directed Directed
Dominion Dominion
Resources,Inc. Interest Equity America's Resources, Inc.
Common Stock Bearing Index Utility Balanced Common Stock
Assets Total Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Equities
(cost $41,866) $ 42,102 $ 9,947 $7,739 $ 7,138 $17,278
Interest Bearing
Securities
(cost $16,472) 16,599 16,599
Nationsbank Cash
Reserves Capital
Class 10,207 10,207
Total investments
in securities 68,908 9,947 10,207 7,739 23,737 17,278
Temporary cash
investments at cost
(approximates fair
value) 15,429 15,275 154
Cash 189 189
Contributions
receivable:
Participants 21,401 2,089 400 7,972 2,385 8,555
Participating Co.'s 8,883 8,883
Interest receivable 27 27
Total $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161
Liabilities and
Net Assets Available
For Plan Benefits
Net Assets available
for Plan Benefits 114,837 12,036 10,634 23,247 10,124 32,635 26,161
Total $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
(Unaudited)
<CAPTION>
NonParticipant
Participant Directed Directed
Dominion Dominion
Resources, Inc. Interest Equity America's Resources, Inc.
Common Stock Bearing Index Utility Balanced Common Stock
Total Fund Fund Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 75 $ $ $ $ 75 $ $
Interest 366 27 339
Total investment
income 441 27 75 339
Net appreciation in fair
value of investments 363 161 43 159
Transfer of participants'
assets from a
predecessor plan to
the Dominion
Subsidiary Savings Plan 28,147 4,664 9,413 829 3,548 9,693
Contributions:
Participants 59,725 7,211 1,194 22,418 6,458 22,444
Participating
companies 26,161 26,161
Net increase 114,837 12,036 10,634 23,247 10,124 32,635 26,161
Net assets available
for Plan benefits:
Beginning of year 0 0 0 0 0 0 0
End of year $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Filing Requirements
In accordance with Item 4 of the Form 11-K filing requirements and
Department of Labor regulation section 2520.104-50, this report includes
unaudited financial statements. Item 4 provides that "plans subject to
ERISA may file plan financial statements... prepared in accordance with
the financial reporting requirements of ERISA." Item 4 also provides
that an audit by an independent accountant is required only to the
extent that such examination is required by ERISA. The Plan was adopted
effective October 1, 1995, and its initial plan year covered the three
months ending on December 31, 1995. Department of Labor regulation
section 2520.104-50 provides that an independent qualified public
accountant is not required to audit the Plan's financial statements for
the 1995 plan year until the financial statements for the 1996 plan year
are prepared. Accordingly, the Form 11-K that is filed for the 1996
plan year will include audited financial statements for both the initial
short plan year and the 1996 plan year.
2. Summary of Significant Accounting Policies
General:
The Dominion Subsidiary Savings Plan (the Plan) is a defined
contribution plan that was established on October 1, 1995.
Dominion Resources, Inc. (Dominion Resources), offers its common stock
along with other investment options (see footnote 6 for addition
information) to participants in the Dominion Subsidiary Savings Plan.
Dominion Resources is the plan administrator. The designated plan
sponsor and fiduciary is Dominion Capital, Inc. The Plan financial
statements are prepared using the accrual basis of accounting.
For additional information concerning the Plan, see Plan documents.
Investment Income:
Dividend income is recognized on the ex-dividend date.
F-4
<PAGE>
Investment Valuations:
Investments in securities traded on a national securities exchange are
stated at the last reported sales price on the last working day of each
calendar quarter (the valuation date). Investments in NationsBank Cash
Reserves Capital Fund are stated at cost which approximates fair market
value. Investments in interest bearing securities are stated at fair
value based upon dealer quotes on the last business day of the year.
Distributions:
Distributions from the Plan are recorded on the valuation date
coincident with or immediately preceding the date of the withdrawal in
which a participant terminated employment, retire, or submitted a valid
withdrawal request.
3. Plan Participants
The affiliates of Dominion Resources, Inc. which have adopted the Plan
are : Governor's Land Management Company, Inc.; Old North State
Management Company; and Dominion Appalachian Development, Inc.
Eligible participants are employees of the affiliates mentioned above
and are at least eighteen years old, have been a Company employee for
six months and are scheduled to work or actually work at least 1,000
hours a year as a regular full-time employee or part-time employee.
There were 96 participants in the Plan as of December 31, 1995.
4. Contributions
Under the terms of the Plan, participants may make contributions to the
Plan with before-tax dollars.
A maximum of 10% of the participant's eligible earnings can be invested
in the Plan. The Participating Companies contribute a matching amount
equivalent to 50% of each participant's contributions, not to exceed 3%
of the participant's eligible earnings, which is used to purchase
Dominion Resources, Inc. common stock.
F-5<PAGE>
5. Vesting Provisions
Participants become vested in their own contributions immediately and in
the Participating Companies' matching contributions after three years of
vesting services. Matching contributions vest immediately when the
participants meet any one of the following criteria: reach the age of
55, retire, die while employed by the Participating Company, become
totally and permanently disabled as determined by the Company or lose
his/her job due to a Company-ordered reduction in force.
6. Forfeiture Provisions
Participating Companies' contributions and related earnings, which
participants forfeit as a result of withdrawing their contributions
prior to vesting, are applied to reduce future Participating Companies'
contributions. No forfeitures had occurred for the year ended December
31, 1995.
7. Investment Options
The Plan provides for employee contributions to be invested in the
following funds:
Dominion Resources, Inc. (DRI) Common Stock Fund - All investments are
in DRI Common Stock.
Interest Fund - This fund's focus is on preservation of principal and
the primary investments are in high quality fixed income securities.
Balanced Fund - Thirty percent of this fund is invested in equity
securities and the residual is invested in fixed income securities. It
is designed to produce stable long-term principal growth.
America's Utility Fund - Investments are in the common stock of
electric, gas and telephone utilities, which are intended to provide
high income and moderate principal growth. America's Utility Fund is
sponsored and administered by a subsidiary of Dominion Resources, Inc.
Equity Index Fund - The objective is to provide a total return equal to
the return on the U.S. stock market as measured by the Standard and
Poor's 500 Index.
F-6<PAGE>
Loan Fund - Participants are allowed to borrow against their vested
balance. Repayment periods range from one to five years.
Participating Companies' matching contributions are invested only in the
DRI Common Stock Fund and cannot be transferred to other funds.
Employee contributions may be invested in any options (except the loan
fund) in 10% increments totaling to 100%. Changes in investment options
may be selected four times a year, to be effective the first day of each
quarter.
8. Income Taxes
The Plan is a qualified employee's profit sharing trust under Sections
401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt
from Federal income taxes under Section 501(a). Pursuant to Section
402(a) of the Internal Revenue Code, a participant is not taxed on the
income and contributions allocated to the participant's account until
such time as the participant or the participant's beneficiaries receive
distributions from the Plan.
The Plan obtained its latest determination letter on May 21, 1996, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
9. Trustee
Dominion Resources, Inc. has entered into a Trust Agreement with Signet
Trust Company with respect to the Dominion Resources, Inc. Common Stock
Fund, Balanced Fund, Equity Index Fund and America's Utility Fund.
NationsBank Trust Company serves as Trustee of the Plan with respect to
the Interest Fund.
F-7<PAGE>
10. Loans to Participants
The Plan has an established loan feature; however, loans were not
available to Participants until June 1, 1996. Participants are eligible
to secure loans against their Plan assets. The maximum loan amount is
the lesser of:
50% of the vested account balance or
$50,000 (reduced by the maximum outstanding loan balance during the
prior twelve months)
The loans will be interest-bearing at one percentage point above the
prime rate of interest. The rate is determined every quarter, however,
the rate is fixed at the inception of the loan for the life of the loan.
Participants will make repayments to the Plan on a monthly basis. Any
defaults in loans result in a reclassification of the remaining loan
balances as taxable distributions to the participants.
11. Right to Terminate
Dominion Capital, Inc. reserves the right to terminate the Plan by action
of its Board of Directors. No termination of the Plan may retroactively
diminish any Participant's interest in the Plan or prejudice the accrued
rights thereunder. In the event of termination of the Plan, no part of
the Plan assets or any Participant's interest in the Plan will revert to
Participating Companies.
12. Net Appreciation in Fair Value of Investments
During 1995, the Plan's investments (including investments bought, sold,
and held during the year) appreciated in value by $363 as follows:
1995
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $165
Mutual Funds 198
Net Change in Fair Value $363
F-8<PAGE>
13. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments at year end
with investments exceeding 5% of the Plan's net assets shown separately:
1995
Investments at Fair Value as
Determined by Quoted Market
Price
Common Stock $27,225
Mutual Funds 31,476
$58,701
Investment at Estimated Fair
Value:
NationsBank Cash Reserves
Capital Class 10,207
Temporary Cash Investments 15,429
$25,636
14. Other Matters
Certain administrative expenses totaling $11,632 have been paid by the
Plan's sponsor Dominion Capital, Inc.
F-9<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Unaudited)
Current
Description Cost Value
Cash $ 189 $ 189
Temporary cash investments:
The Virtus Money Market Fund $ 154 $ 154
Mellon Temporary Investment Fund 15,275 15,275
Total temporary cash investments 15,429 15,429
Equities:
Dominion Resources Common Stock 27,060 27,225
Miller, Anderson & Sherrerd Funds
Equity Portfolio 7,110 7,138
America's Utility Fund 7,696 7,739
Total equities 41,866 42,102
Interest bearing securities:
Miller, Anderson & Sherrerd Funds
Fixed Income Portfolio 16,472 16,599
NationsBank Cash Reserves Capital Class 10,207 10,207
Total Assets Held for Investment $84,163 $84,526
F-10<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
(Unaudited)
Schedules that report the 5% transactions which transpired in 1995 for this
trust were filed in paper format as Exhibit 99(iii).
F-11
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from _______ to _______
Commission File number 33-55403
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Virginia Power
Hourly Employee Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DOMINION RESOURCES, INC.
P.O. Box 26532
901 East Byrd Street
Richmond, Virginia 23261-6532<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Pages
Independent Auditors' Report F-2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1995 and 1994 F-3 - F-4
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1995, 1994 and 1993 F-5 - F-7
Notes to Financial Statements F-8 - F-11
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-12
Item 27d - Schedule of Reportable Transactions F-13
Schedules Omitted:
The following schedules are omitted because of the absence of the conditions
under which they are required, or because the required information is included
in the financial statements or notes thereto:
Schedules I, II and III.
F-1<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Organization and Compensation Committee of the
Board of Directors of Dominion Resources, Inc.
We have audited the accompanying financial statements of the Virginia Power
Hourly Employee Savings Plan as of December 31, 1995 and 1994 and for each of
the three years in the period ended December 31, 1995, listed in the Table of
Contents on page F-1. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1995
and 1994, and the changes in net assets available for plan benefits for each of
the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of 1) assets held for investment purposes as of December 31, 1995 and 2)
reportable transactions for the year ended December 31, 1995 are presented for
purposes of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 1995 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
Richmond, Virginia
June 18, 1996
F-2<PAGE>
<TABLE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
<CAPTION>
Supplemental Information by Fund
NonParticipant
Participant Directed Directed
Dominion Dominion
Resources, Inc. Interest Resources, Inc.
Common Stock Bearing Loan Common Stock
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ASSETS
Investments in securities:
Dominion Resources, Inc.,
1,669,762 shares of common
stock at market value
(cost $57,550,808) $68,877,678 $33,453,889 $35,423,789
Common Trust Fund
(Cost $11,952,317) 13,725,090 $13,725,090
Total investments in
securities 82,602,768 33,453,889 13,725,090 35,423,789
Loans to participants at
face value 1,147,921 $ 1,147,921
Temporary cash investments
at cost (approximates
market value) 860,047 13,089 833,099 13,859
U.S.Treasury Bill at market
value (cost $3,058,919) 3,100,670 3,100,670
Cash 14,347 5,956 2,084 6,307
Contributions receivable 7,544 3,150 2,015 2,379
Interfund receivable (payable) (6,457) (11,589) 28,901 (10,855)
Interest receivable 8,438 56 8,322 60
Other receivables 12,107 12,107
Total $87,753,842 $33,481,790 $17,659,691 $ 1,176,822 $35,435,539
LIBILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distribution payable to
participants $ 148,614 $ 54,992 $ 35,439 $ 58,183
Other liabilities 14,175 14,155 20
Net assets available for
Plan benefits 87,591,053 33,412,643 $17,624,232 1,176,822 35,377,356
Total $87,753,842 $33,481,790 $17,659,691 $ 1,176,822 $35,435,539
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3<PAGE>
<TABLE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1994
<CAPTION>
Supplemental Information by Fund
NonParticipant
Participant Directed Directed
Dominion Dominion
Resources, Inc. Interest Resources, Inc.
Common Stock Bearing Loan Common Stock
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ASSETS
Investments in securities:
Dominion Resources, Inc.,
1,417,906 shares of common
stock at market value
(cost $49,369,999) $51,044,616 $25,445,741 $25,598,875
Common Trust Fund
(Cost $10,780,297) 11,657,980 $11,657,980
U.S.Treasury Notes at market
value (cost $3,841,105) 3,663,426 3,663,426
Total investments in
securities 66,366,022 25,445,741 15,321,406 25,598,875
Loans to participants at face
value 1,408,249 $1,408,249
Temporary cash investments
at cost (approximates
market value) 1,757,191 681,653 389,783 685,755
Cash 15,618 6,451 2,677 6,490
Contributions receivable 7,326 3,102 1,983 2,241
Interfund receivable (payable) 23,455 3,673 (50,306) 23,178
Interest receivable 62,058 51 61,955 52
Other receivables 612 102 510
Total $69,617,076 $26,160,555 $15,781,987 $1,357,943 $26,316,591
LIBILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distribution payable to
participants $ 89,215 $ 40,286 $ 10,682 $ 38,247
Other liabilities 152 152
Net assets available for
Plan benefits 69,527,709 26,120,117 15,771,305 1,357,943 26,278,344
Total $69,617,076 $26,160,555 $15,781,987 $1,357,943 $26,316,591
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4<PAGE>
<TABLE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Supplemental Information by Fund
NonParticipant
Participant Directed Directed
Dominion Dominion
Resources, Inc. Interest Resources, Inc.
Common Stock Bearing Loan Common Stock
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 4,012,680 $ 1,987,079 $ 2,025,601
Interest 285,800 11,370 $ 194,558 $ 71,773 8,099
Total investment income 4,298,480 1,998,449 194,558 71,773 2,033,700
Realized gain (loss) 718,240 331,178 41,814 345,248
Unrealized appreciation
(depreciation) 8,284,039 2,483,215 425,710 5,375,114
Contributions:
Participants 6,814,194 4,178,032 2,636,162
Participating companies 3,144,158 3,144,158
Total additions 23,259,111 8,990,874 3,298,244 71,773 10,898,220
Distributions to participants 4,784,785 1,666,976 1,334,716 19,371 1,763,722
Administrative expense 85,552 23,276 35,609 2,940 23,727
Transfer of participants'
assets from the Plan to
the Dominion Resources
Employee Savings Plan 325,430 146,033 24,765 154,632
Interfund transfers, net (137,937) 50,227 230,583 (142,873)
Total deductions 5,195,767 1,698,348 1,445,317 252,894 1,799,208
Net increase (decrease) 18,063,344 7,292,526 1,852,927 (181,121) 9,099,012
Net assets available for
Plan benefits:
Beginning of year 69,527,709 26,120,117 15,771,305 1,357,943 26,278,344
End of year $87,591,053 $33,412,643 $17,624,232 $1,176,822 $35,377,356
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5<PAGE>
<TABLE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Supplemental Information by Fund
NonParticipant
Participant Directed Directed
Dominion Dominion
Resources, Inc. Interest Resources, Inc.
Common Stock Bearing Loan Common Stock
Total Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 3,630,373 $ 1,790,137 $ 1,840,236
Interest 379,276 6,652 $ 279,845 $ 89,074 3,705
Total investment income 4,009,649 1,796,789 279,845 89,074 1,843,941
Realized (loss) (1,799,289) (856,875) (43,397) (899,017)
Unrealized appreciation
(depreciation) (11,569,787) (6,174,924) 641,744 (6,036,607)
Contributions:
Participants 6,766,781 4,138,907 2,627,874
Participating companies 2,975,733 2,975,733
Total additions 383,087 (1,096,103) 3,506,066 89,074 (2,115,950)
Distributions to participants 5,071,563 1,827,334 1,471,226 38,282 1,734,721
Administrative expense 72,343 20,097 28,787 2,800 20,659
Transfer of participants'
assets from the Plan to
the Dominion Resources
Employee Savings Plan 8,319,378 3,222,444 1,855,098 3,241,836
Interfund transfers, net (806,706) 737,505 220,962 (151,761)
Total deductions 13,463,284 4,263,169 4,092,616 262,044 4,845,455
Net (decrease) (13,080,197) (5,359,272) (586,550) (172,970) (6,961,405)
Net assets available for
Plan benefits:
Beginning of year 82,607,906 31,479,389 16,357,855 1,530,913 33,239,749
End of year $69,527,709 $26,120,11 $15,771,305 $1,357,943 $26,278,344
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-6<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
Supplemental Information by Fund
Dominion
Resources, Inc. Interest
Common Stock Bearing Loan
Total Fund Fund Fund
Investment income:
Dividends $ 3,337,125 $ 3,337,125
Interest 534,129 3,440 $ 427,885 $ 102,804
Total investment income 3,871,254 3,340,565 427,885 102,804
Realized gain (loss) 551,595 589,059 (37,464)
Unrealized appreciation 7,583,495 7,536,720 46,775
Contributions:
Participants 6,667,504 3,938,924 2,728,580
Participating companies 2,646,269 2,646,269
Total additions 21,320,117 18,051,537 3,165,776 102,804
Distributions to
participants 4,371,250 3,182,285 1,188,965
Administrative expense 89,654 53,363 33,110 3,181
Transfer of participants'
assets from the Plan to
the Dominion Resources
Employee Savings Plan 1,839,714 1,616,697 223,017
Interfund transfers, net (430,296) 616,379 (186,083)
Total deductions 6,300,618 4,422,049 2,061,471 (182,902)
Net increase 15,019,499 13,629,488 1,104,305 285,706
Net assets available for
Plan benefits:
Beginning of year 67,588,407 51,089,650 15,253,550 1,245,207
End of year $82,607,906 $64,719,138 $16,357,855 $1,530,913
The accompanying notes are an integral part of the financial statements.
F-7<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
General:
Dominion Resources, Inc. ("Dominion Resources), offers its common stock to
participants in the Virginia Power Hourly Employee Savings Plan (the Plan).
Virginia Electric and Power Company (Virginia Power), a wholly-owned
subsidiary of Dominion Resources, is the designated Plan sponsor, fiduciary
and administrator. The Plan financial statements are prepared using the
accrual basis of accounting.
For additional information concerning the Plan, see Plan documents.
Investment Income:
Dividend income is recognized on the ex-dividend date.
Investment Valuations:
Investments in securities traded on a national securities exchange are stated
at the last reported sales price on the last working day of each month (the
valuation date). Investments in bank common trust funds (funds) are stated at
estimated fair values, which have been determined based on the unit values of
the funds. Unit values are determined by the bank sponsoring such funds by
dividing the fund's net assets by its units outstanding at the valuation
dates.
Distributions:
Distributions from the Plan are recorded on the valuation date of the month in
which a participant terminated employment, retired, or submitted a valid
withdrawal request.
Distributions Payable:
In 1993, the Plan changed its method of accounting for distributions payable
to comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee
Benefit Plans. The new guidance requires that distributions payable to
persons who have withdrawn from participation in a defined contribution plan
be disclosed in the footnotes to the financial statements rather than be
recorded as a liability of the Plan. As of December 31, 1995 and 1994,
respectively net assets available for benefits included benefits of $71,746
and $220,632 due to participants who have withdrawn from participation in the
Plan.
2. Plan Participants
Any subsidiary of Dominion Resources may become a party to the Plan by
adopting the Plan for the benefit of its qualifying hourly employees subject
to approval of the Board of Directors of Dominion Resources. All Dominion
Resources' subsidiaries comprise the Plan's Participating Companies.
There were 3,297 and 3,265 participants in the Plan as of December 31, 1995
and 1994, respectively.
3. Contributions
Under the terms of the Plan, participants may make contributions to the Plan
under the Regular Option and the Savings Plus Option. The Regular Option
allows participants to make after-tax contributions to the Plan. The Savings
Plus Option allows participants to contribute to the Plan with before-tax
dollars.
F-8<PAGE>
A maximum of 16% of the participant's eligible earnings can be invested in the
Plan. Of this 16% up to 10% can be invested on a tax-deferred basis under the
Savings Plus Option. The Participating Companies contribute a matching amount
equivalent to 50% of each participant's contributions, not to exceed 3% of the
participant's eligible earnings, which is used to purchase Dominion Resources
common stock.
4. Vesting Provisions
Participants become vested in their own contributions immediately and in the
Participating Companies' matching contributions at the earlier of (a) the
beginning of the third year following the year in which the contribution was
made or (b) the date the participant completes five years of service with the
Company. Matching contributions vest immediately for participants aged 55 or
older.
5. Forfeiture Provisions
Participating Companies' contributions and related earnings, which
participants forfeit as a result of withdrawing their contributions prior to
vesting, are applied to reduce future Participating Companies' contributions.
Such forfeitures amounted to $11,759, $14,265, and $44,029 for the years ended
December 31, 1995, 1994, and 1993, respectively.
6. Investment Options
The Plan provides for two investment options which include the Dominion
Resources Common Stock Fund (Stock Fund) and the Interest Bearing Fund. The
Interest Bearing Fund investments include securities of the United States
government and other highly rated securities. Participants may elect to have
50% of their contributions invested in each of the Funds or to have 100%
invested in either Fund.
7. Income Taxes
The Plan is a qualified employee's profit sharing trust under Sections 401(a)
and 401(k) of the Internal Revenue Code and, as such, is exempt from Federal
income taxes under Section 501(a). Pursuant to Section 402(a) of the Internal
Revenue Code, a participant is not taxed on the income and contributions
allocated to the participant's account until such time as the participant or
the participant's beneficiaries receive distributions from the Plan.
The Plan obtained its latest determination letter on November 9, 1993, in
which the Internal Revenue Service stated that the Plan, as then designed, was
in compliance with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
8. Trustee
Virginia Power has entered into a Trust Agreement with Signet Trust Company
with respect to the Dominion Resources, Inc. Common Stock Fund. NationsBank
serves as Trustee of the Plan with respect to the Interest Bearing Fund.
9. Loans to Participants
Participants are eligible to secure loans against their Plan assets. The
maximum loan amount is the lesser of:
. 50% of the vested account balance
. $50,000 (reduced by the maximum outstanding loan balance during
the prior twelve months)
F-9<PAGE>
The loans are interest-bearing at one percentage point above the prime rate of
interest. The rate is determined every quarter, however, the rate is fixed at
the inception of the loan for the life of the loan.
Participants make repayments to the Plan on a monthly basis. Any defaults in
loans result in a reclassification of the remaining loan balances as taxable
distributions to the participants.
10. Right to Terminate
Virginia Power reserves the right to terminate the Plan by action of its
Board of Directors. No termination of the Plan may retroactively diminish any
participant's interest in the Plan or prejudice the accrued rights
thereunder. In the event of termination of the Plan, no part of the Plan
assets or any participant's interest in the Plan will revert to Participating
Companies.
11. Unrealized Appreciation (Depreciation)
For 1993 through 1995, the net change in unrealized appreciation
(depreciation) on investments was as follows:
1995 1994 1993
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $7,858,329 $(12,211,531) $7,536,720
U.S. Treasury Bill 21,285 0 0
U.S. Treasury Notes 0 (410,716) 8,629
7,879,614 (12,622,247) 7,545,349
Investments at Estimated Fair
Value:
Bank Common Trust Funds 404,425 1,052,460 38,146
$8,284,039 $(11,569,787) $7,583,495
F-10<PAGE>
12. Realized Gains and Losses on Dispositions
Proceeds from dispositions are reported net of any brokerage or other fees.
Realized gains and losses on dispositions are recognized and measured using
the carrying values for each transaction.
1995 1994 1993
Investments at Fair Value
as Determined by Quoted
Market Price:
Common Stock $676,426 $(1,755,892) $589,059
U.S. Treasury Notes 41,814 (71,154) (85,688)
718,240 (1,827,046) 503,371
Investments at Estimated
Fair Value:
Bank Common Trust Funds 27,757 48,224
$718,240 $(1,799,289) $551,595
13. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments at each year end
with investments exceeding 5% of the Plan's net assets shown separately:
1995 1994
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock
DRI Common Stock $68,877,678 $51,044,616
U.S. Treasury Bill 3,100,670 0
U.S. Treasury Notes 0 3,663,426
71,978,348 54,708,042
Investments at Estimated Fair
Value:
Bank Common Trust Funds
NationsBank Employee Benefit
Stable Capital Fund 13,725,090 11,657,980
Money Market 860,047 1,757,191
$86,563,485 $68,123,213
14. Subsequent Event
Effective June 1, 1996, Mellon Bank will become Trustee of the Plan. The
investment options will increase from 2 to 8, and the combined total of
employee pretax and after-tax contributions may be from 2% to 17%. The
Company match will continue to be made in Dominion Resources common stock.
F-11
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCEDULE AS OF DECEMBER 31, 1995
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Current
Description Cost Value
Cash $ 14,347 $ 14,347
Temporary cash investments:
Virtus Money Market Fund II 28,519 28,519
Nations Cash Reserves
Capital Class 831,528 831,528
Total temporary cash investments 860,047 860,047
United States Treasury Bill
DTD 01/01/96 due 04/04/96 3,058,919 3,100,670
Dominion Resources Common Stock 57,550,808 68,877,678
NationsBank Employee Benefit Stable
Capital Fund (Collective Funds) 11,952,317 13,725,090
Participant Loans bearing interest
from 7.5% to 9.5% with maturities
ranging from 30 months to 48 months 1,147,921 1,147,921
Total Assets Held For Investment $74,584,359 $87,725,753
F-12<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
The Virginia Power Hourly Employee Savings Plan assets are combined with the
assets of the Dominion Resources, Inc. Employee Savings Plan in a master
trust for investment purposes. Such schedules report the 5% transactions
which transpired in 1995 for this master trust and were filed in paper
format as Exhibit 99(iv).
F-13
FORM 11-K
DECEMBER 31, 1995
EXHIBIT INDEX
Exhibit Page
Exhibit 99(i) Financial Statements to Form 11-K of
Dominion Resources, Inc. Employee Savings
Plan (filed in paper format)
Exhibit 99(ii) Independent auditor's Consent (filed
electronically herewith)
Exhibit 99(iii) Financial Statements to Form 11-k OF
Dominion Resources, Inc. Dominion
Subsidiary Savings Plan (filed in paper
format).
Exhibit 99(iv) Financial Statements to Form 11-K of
Virginia Power Hourly Employee Savings
Plan (filed in paper format)
Exhibit 99(v) Independent Auditor's consent (filed
electronically herewith)
<PAGE>
Exhibit 99(ii)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-55403 of Dominion Resources, Inc. On Form S-8 of our report dated
June 18, 1996, appearing in this Annual Report on Form 11-K of Dominion
Resources, Inc. Employee Savings Plan for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Richmond, Virginia
June 18, 1996
<PAGE>
Exhibit 99(v)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-55403 of Dominion Resources, Inc. On Form S-8 of our report dated
June 18, 1996, appearing in this Annual Report on Form 11-K of Virginia Power
Hourly Employee Savings Plan for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Richmond, Virginia
June 18, 1996
