As Filed with the Securities and Exchange Commission on April 24, 1996.
File No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
DOMINION DIRECT INVESTMENT
(an 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)
VIRGINIA 54-1229715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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 of service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after effectiveness
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE (*)
Proposed
Title of Each Proposed Maximum
Class of Amount Maximum Aggregate Amount of
Securities to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
Common Stock,
without par value. . 6,000,000 $38.00 $228,000,000 $78,621
shares
(*) Estimated in accordance with Rule 457 solely for the purpose of calculating
the registration fee and based upon the average of the high and low prices
reported on the New York Stock Exchange composite tape by The Wall Street
Journal for April 19, 1996.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the SEC, acting pursuant to said Section 8(a), may
determine.
PROSPECTUS
DOMINION RESOURCES, INC.
6,000,000 Shares of Common Stock
(Without Par Value)
Dominion Direct Investment
Dominion Resources, Inc. (Dominion Resources) hereby offers, effective July 8,
1996, Dominion Direct Investment (Dominion Direct), a stock purchase plan
designed to promote long-term ownership among investors, especially customers of
Virginia Power and North Carolina Power, who are committed to investing a
minimum amount and building their ownership of Dominion Resources common
stock (DRI Shares) over time. Under Dominion Direct:
- Non-shareholders may enroll either by investing a lump sum of $250 or
more or by committing to make monthly installment payments of $40 or
more for at least one year. You may authorize monthly automatic
electronic withdrawals (Automatic Investments) of $40 or more to be
transferred from your bank account to Dominion Direct starting in 1997.
- All shareholders who hold DRI Shares in their names may purchase shares
through Dominion Direct by making either monthly or periodic invest-
ments of $40 or more.
- As a participant in Dominion Direct you may reinvest all or part of
your dividends for the purchase of additional shares, or you may
receive cash dividends on shares held in Dominion Direct.
- You may deposit your Dominion Resources stock certificates with the
Administrator for safekeeping, whether or not you reinvest your
dividends.
- You may obtain a certificate or sell all or part of your DRI Shares
through Dominion Direct.
- There are no fees to pay with Dominion Direct other than a brokerage
fee when you sell DRI Shares, which is expected to be no more than
seven cents per share.
Dominion Resources Shareholder Administration will be Administrator for Dominion
Direct (Administrator). All Dominion Direct purchases will be made at 100% of
the then current market price of DRI Shares, calculated as described herein,
either newly issued from Dominion Resources or in the open market.
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.
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.
THE DATE OF THIS PROSPECTUS IS _________, 1996.<PAGE>
AVAILABLE INFORMATION
Dominion Resources is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the 1934 Act) and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the SEC). 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 SEC 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 SEC,
Washington, D.C. 20549, at prescribed rates. DRI Shares are 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated in and made a part of this Prospectus by
reference the following documents filed with the SEC pursuant to the 1934 Act.
1. Dominion Resources' Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
2. The description of the class of securities to be offered, which is
contained in Dominion Resources' registration statement on Form 8-B (Item 4),
dated April 29, 1983, 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 DRI Shares 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.<PAGE>
ABOUT DOMINION RESOURCES
Dominion Resources, Inc. is a holding company headquartered in Richmond,
Virginia. Its primary business is an electric utility which operates as Virginia
Power in Virginia and as North Carolina Power in North Carolina. It also
operates business subsidiaries active in independent power production
domestically and in Latin America; in the acquisition and sale of natural gas
reserves; in financial services, and in real estate. More than 350,000
individuals and institutions hold, directly or indirectly, shares of Dominion
Resources, which trades on the New York Stock Exchange (NYSE) under the symbol
"D".
DOMINION DIRECT INVESTMENT
Purpose
Dominion Direct is a stock purchase plan designed to promote long-term ownership
among investors, especially customers of Virginia Power and North Carolina
Power, who are committed to investing a minimum amount and building their
ownership of DRI Shares over time.
Administration
Dominion Resources Shareholder Administration will administer Dominion Direct
by responding to inquiries from participants, maintaining records, sending
statements of accounts, and performing other duties related to Dominion Direct.
The Administrator will also administer the nominee account in which DRI Shares
will be held for the benefit of Dominion Direct participants. An independent
agent appointed by the Administrator will be responsible for purchasing and
selling DRI Shares in the open market.
Eligibility
Any person who resides in the U.S. or any legal entity that resides in the U.S.
is eligible to participate in Dominion Direct. For foreign investors,
participation is limited to shareholders and Dominion Resources employees whose
participation would not violate applicable laws and regulations. Regulations in
certain countries may limit or prohibit participation in Dominion Direct.
Therefore, if you reside outside the U.S. and wish to participate in Dominion
Direct, you should first determine whether you are subject to any governmental
regulations affecting your participation.
Enrollment Procedures
Shareholders
Dominion Direct continues and expands the Dominion Resources Automatic
Dividend Reinvestment and Stock Purchase Plan. If you participate in
that plan, you will be automatically enrolled in Dominion Direct.
However, if you desire to change your participation in any way, you must
file a change form with the Administrator.
Any other registered shareholder may join Dominion Direct by returning a
completed Enrollment Form.
Non-shareholders
You may join Dominion Direct by returning a completed Enrollment Form
along with an investment of $250 or more or by committing to make
installment investments of $40 or more a month for at least one year.
Authorization for Automatic Investments of $40 or more per month will be
available starting in 1997. See Methods of Investment--Automatic Payments
on page 3.
"Street Name" Holders
As a beneficial owner of DRI Shares held on your behalf by a bank, broker,
or agent you must complete and return an Enrollment Form along with a
check for $250 or more (made payable to "Dominion Resources, Inc.") before
you can purchase DRI Shares through Dominion Direct. You also may enroll
in Dominion Direct by committing to make installment investments of $40 or
more a month for at least one year. A completed Enrollment Form should be
returned with your first payment.
At this time, if your shares are held in "street-name" you cannot reinvest
dividends from these shares through Dominion Direct. However, you may
transfer DRI Shares to a Dominion Direct account by instructing your agent
to register the shares in your name and deliver a certificate to you. See
Safekeeping on page 5.
Methods of Investment
Once enrolled, you may make either monthly or periodic investments. All monies
to purchase DRI Shares through Dominion Direct must be received by or drawn from
your account two business days prior to the date on which DRI Shares are
purchased. If this deadline is not met, the funds will be held until the next
purchase date. No interest will be paid on amounts held by the Administrator
pending investment. See Purchases on page 4.
Your investment must be made in U.S. dollars. Dominion Resources reserves the
right to return investments of more than $100,000 per quarter. For the purpose
of applying this limit, all investments during any quarter (including initial
and ongoing investments, but excluding dividend reinvestment ) are aggregated.
Monthly Installment Investments
You must commit to make monthly installment payments of $40 or more for at
least one year when buying your first DRI Shares through Dominion Direct.
You may increase your monthly investment amount at any time.
Payments By Mail - Mail your check or money order made payable to
"Dominion Resources, Inc." together with the Investment Coupon that is
attached to your monthly confirmation of transactions. Please do not
send cash.
Automatic Payments - Starting in 1997, you may make your monthly
investments by electronic funds transfer. Automatic Investment may be
made from accounts at any U.S. bank, savings association, credit
union, or other financial institution that is a member of the National
Automated Clearing House Association (NACHA).
To initiate Automatic Investment, you must complete and sign the
Automatic Investment Form and return it to the Administrator together
with a voided blank check for the account from which funds are to be
drawn. Forms will be processed and will become effective as promptly
as practicable.
Authorization to initiate, change or terminate Automatic Investment
must be received by the Administrator at least ten (10) business days
preceding the date for electronic transfer of funds.
Periodic Investments
You may make investments of $40 or more by mailing a check or money order
made payable to "Dominion Resources, Inc." together with the Investment
Coupon that is attached to your confirmation of transactions. Please do
not send cash.
Dividends
By completing a Dividend Authorization, you may select one of the following
options:
Full Dividend Reinvestment
Reinvest dividends on all certificated DRI Shares held by you and on all
DRI Shares held for you by Dominion Direct.
Partial Dividend Reinvestment
Receive a check representing cash dividends on a specified number of your
DRI Shares and reinvest the remaining dividends through your Dominion
Direct account. The shares specified to receive cash dividends may be
made up of a combination of certificated DRI Shares held by you and DRI
Shares held for you by Dominion Direct.<PAGE>
Cash Dividends
Receive a check representing cash dividends on all certificated DRI Shares
held by you and all DRI Shares held for you by Dominion Direct.
Note: Cash investments (monthly or periodic) may be made no matter
which option you select.
If you do not specify otherwise, your DRI Shares held in Dominion Direct will be
treated as Full Dividend Reinvestment. You may change your option by writing
to the Administrator.
When you choose or change a reinvestment option, it will begin with the first
dividend payable after the dividend Record Date following your submission of a
Dividend Authorization. Dividend Record Dates are publicly announced by
Dominion Resources and are generally the first day of March, June, September
and December.
Purchases
DRI Shares purchased through Dominion Direct will, at Dominion Resources'
discretion, be either newly issued from Dominion Resources or purchased in the
open market. Open market purchases will be made by an independent agent
selected by the Administrator. Under Dominion Direct, you do not have the
ability to order the purchase of a specific number of shares, the purchase of
shares at a specified price or a particular date of purchase, as may be done
with purchases through a broker.
The price of DRI Shares purchased through Dominion Direct will be 100% of either
(i) the average of the high and low sales prices on the date of purchase, as
reported on the NYSE Composite Tape and reported in The Wall Street Journal, if
newly issued from Dominion Resources, or, (ii) the average cost of all shares
purchased for a particular purchase date, if purchased in the open market. Due
to regulatory requirements, Dominion Direct may be required to make open market
purchases over two or more consecutive business days.
Dominion Resources will pay all brokerage fees on shares purchased in the open
market. These fees are expected to be no more than seven cents per share and
will be considered as additional dividend income to you for tax purposes. (See
U. S. Federal Income Taxation on page 7.)
Shares generally will be purchased on the 5th and 20th of each month. If the
5th or 20th is on a day that the NYSE is closed, purchases will be made on
the next business day. The Administrator must receive your check or money
order two business days prior to the date on which DRI Shares are purchased.
Funds received later than two business days prior to a purchase will be held
for your account and used to purchase shares on the next purchase date.
Interest will not be paid on any investment funds held for purchase. You can
obtain a refund of any cash investment up to 48 hours prior to the purchase
of any shares by notifying the Administrator in writing. Dividend Reinvest-
ment purchases will be made on the 20th of the month in which the dividend is
paid.
You will receive a monthly confirmation of each purchase. The confirmation will
include an Investment Coupon for your use in making your next investment. In
addition, you will receive a detailed year-end statement summarizing your
Dominion Direct activity.
YOU SHOULD RETAIN YOUR YEAR-END STATEMENTS. THESE STATEMENTS PROVIDE COST
BASIS INFORMATION WHICH IS NECESSARY FOR TAX REPORTING AFTER YOU SELL YOUR
DRI SHARES.
Sales
With written instructions or a completed Sale Request Form, you may sell some or
all DRI Shares held in your Dominion Direct account. The Administrator will
instruct an independent agent to sell shares at least once a week at the then
current market price of DRI Shares. A check for your sale proceeds, less your
proportionate share of the brokerage commission and withholding tax, if any,
will be mailed to you promptly. Brokerage fees are not expected to exceed
seven cents per share. Sale proceeds can, upon written instruction, be wired to
your personal bank account starting in 1997. Under Dominion Direct, you do
not have the ability to sell shares at a specific price or on a particular
date, as may be done with sales through a broker.
<PAGE>
Safekeeping
If you have certificates for your DRI Shares, you may deposit some or all of
them in a Dominion Direct account for safekeeping. By using Dominion Direct
as a safekeeping service, shareholders no longer bear the risk and cost
associated with the loss, theft, or destruction of stock certificates. If
certificates are lost or stolen, you cannot sell or transfer them without
first obtaining replacement certificates. This process could take several
weeks and result in cost and paperwork, both for you and for Dominion
Resources. Certificates deposited in a Dominion Direct account may be
conveniently sold or transferred.
To deposit certificates in Dominion Direct, you should send your certificates by
registered and insured mail to the Administrator with a completed and signed
Letter of Transmittal which you can obtain by contacting the Administrator. You
should not endorse the certificates or complete the assignment section.
Dividends on DRI Shares held in a Dominion Direct account for safekeeping can be
either reinvested or paid in cash (see Dividends on page 3). However, if you do
not specify how dividends should be paid, the dividends will automatically be
reinvested. You can change your reinvestment option by notifying the
Administrator in writing.
Stock Certificates
All DRI Shares purchased through Dominion Direct will be held in a nominee
account for Dominion Direct participants in book-entry form. You can, without
charge, obtain a certificate for all or part of the whole shares credited to
your account by making a request in writing to the Administrator. Any
certificate issued from your account will be issued in the name or names in
which the account is maintained, unless otherwise instructed. If the
certificate is to be issued in a name other than that on your account, the
shares must first be transferred. (See Transfers below.)
Closing Accounts
You may close your Dominion Direct account by giving written notice to the
Administrator or by completing and returning the appropriate section of the
Withdrawal Form that is attached to your monthly confirmation of transactions.
Based on your instructions, the Administrator will close your Dominion Direct
account and will either (i) send you a certificate for the number of whole
shares held in your Dominion Direct account and a check for the value of any
fractional share (based on the then current market price of DRI Shares, less
applicable brokerage fees); or (ii) sell all shares held in your Dominion
Direct account (see Sales on page 4).
Requests to close a Dominion Direct account will be processed by the
Administrator at least once a week. If a request is received on or after an
ex-dividend date but before the related dividend payment date, the withdrawal
will be processed as described above and a separate dividend check will be
mailed to you as soon as practicable following the payment date.
Dominion Resources reserves the right to terminate accounts with less than five
(5) DRI Shares by selling the shares as described under Sales on page 4.
Transfers
Shareholders may transfer the ownership of some or all of their DRI Shares by
sending the Administrator written, signed transfer instructions. Signatures
must be Medallion Guaranteed by a financial institution participating in the
Medallion Guarantee program.
A new Dominion Direct account will be opened only with a transfer of five (5)
shares or more.
Confirmation of Account Activity
Once you have established a Dominion Direct account, you will receive
confirmations of any account activity, including reinvested dividends.
Confirmations will be mailed monthly, if applicable, and will include an
Investment Coupon and a Withdrawal Form. You also will receive an annual
statement summarizing all activity in your account for that year.
STOCK SPLITS; STOCK DIVIDENDS; OTHER DISTRIBUTIONS
In the event dividends are paid in DRI Shares, or if DRI Shares are distributed
in connection with any stock split or similar transaction, each account shall
be adjusted to reflect the receipt of the DRI Shares so paid or distributed.
YOUR RIGHTS AS A PARTICIPANT
All DRI Shares purchased and/or held in your Dominion Direct account will be
held in a nominee name, and administered by the Administrator, as custodian.
Cash held for your account pending investment will be held in a segregated
account and will not be commingled with funds of Dominion Resources (although
funds held for participants will be commingled with funds held for other
participants.) You will receive all reports distributed to Dominion
Resources' shareholders, as well as proxy materials, including a proxy
covering all DRI Shares held in your Dominion Direct account, relating to any
annual or special meeting of Dominion Resources' common shareholders. DRI
Shares held in a Dominion Direct account will be voted as and to the extent
specified thereon by you. If a proxy with respect to your Dominion Direct
account is not received by the Administrator prior to the fifth day before a
shareholder meeting, the Administrator will vote them in accordance with the
recommendations of Dominion Resources' management.
RESPONSIBILITY OF THE ADMINISTRATOR AND DOMINION RESOURCES
Neither Dominion Resources nor the Administrator will be liable for any act done
in good faith or for any good faith omission to act, including without
limitation, the failure to terminate your account upon your death prior to
receipt of notice in writing of such death, or any act or omission to act with
respect to the prices at which DRI Shares are purchased or sold for your account
or the times at which such purchases or sales are made.
You should recognize that neither Dominion Resources nor the Administrator can
assure a profit or protect against a loss on DRI shares purchased under Dominion
Direct. The establishment and maintenance of Dominion Direct by Dominion
Resources does not constitute an assurance with respect to either the value of
DRI Shares or whether Dominion Resources will continue to pay dividends on DRI
Shares or at what rate.
In acting under the terms and conditions of Dominion Direct as described in this
Prospectus, neither Dominion Resources nor any of its agents or subsidiaries
shall be liable with respect to the price at which DRI Shares are purchased for
your account or with respect to any fluctuation in the market value before or
after the purchase of DRI Shares.
MODIFICATION OR TERMINATION OF DOMINION DIRECT
Dominion Resources may modify or terminate Dominion Direct at any time and, in
such event, you will be notified in writing. No modification or termination
will affect previously executed transactions. The Administrator also
reserves the right to change any administrative procedures of Dominion Direct.
INTERPRETATION OF DOMINION DIRECT
Dominion Resources may in its absolute discretion interpret and regulate
Dominion Direct as deemed necessary or desirable in connection with the
operation of Dominion Direct and resolve questions or ambiguities concerning
the various provisions of Dominion Direct. Dominion Resources retains the
right to waive strict compliance with terms of Dominion Direct at any time.
GOVERNING LAW
Dominion Direct shall be governed by and construed in accordance with the laws
of the Commonwealth of Virginia.
CHANGE OF ELIGIBILITY; TERMINATION
The Administrator will from time to time review the status of participants to
determine whether they continue to be eligible to participate in Dominion
Direct. If the Administrator determines that you no longer qualify in any of
the categories listed under Eligibility on page 2, or if Dominion Direct is
terminated for any reason whatsoever, the Administrator will notify you in
writing. Not later than 30 days following such notice, the Administrator will
either (i) send you a certificate for the number of whole DRI Shares held in
your Dominion Direct account and a check for the value of any fractional
share (based on the then current market price, less applicable brokers fees); or
(ii) sell all DRI Shares in your Dominion Direct account in the manner
described under Sales on page 4. If a Dominion Direct account consists of
less than five (5) DRI Shares, the Administrator may close such account by
notifying you in writing, selling the shares as described above under Sales
on page 4.
U.S. FEDERAL INCOME TAXATION
Dividends paid or reinvested under Dominion Direct will be taxable to you as
dividend income. This amount will include any brokerage fees paid by Dominion
Resources on shares purchased in the open market.
Your tax basis in DRI Shares will equal your original investment plus any
reinvested dividends. The holding period for such shares will begin the day
after any purchase date. You will receive an annual statement from the
Administrator indicating the amount of dividends reported to the U.S. Internal
Revenue Service (IRS).
You will not realize gain or loss for U.S. Federal income tax purposes upon the
transfer of DRI Shares to Dominion Direct or the withdrawal of whole DRI Shares
from Dominion Direct. You will, however, generally realize gain or loss upon the
sale of DRI Shares (including the receipt of cash for a fractional share) held
in Dominion Direct.
Dominion Direct participants who are non-resident aliens or non-U.S. entities
generally are subject to a withholding tax on dividends paid on DRI Shares held
in Dominion Direct. The Administrator is required to withhold from dividends
paid the appropriate amount determined in accordance with IRS regulations. Where
applicable, this withholding tax is determined by treaty between the U.S. and
the country in which such participant resides. Accordingly, the amount of any
dividends, net of the applicable withholding tax, will be credited to your
Dominion Direct account for investment in additional DRI Shares.
The foregoing does not purport to be a comprehensive summary of all of the tax
considerations that may be relevant to you in Dominion Direct. In addition,
special tax considerations may apply to certain participants. Therefore, you
are urged to consult your tax advisors regarding the consequences of
participation in Dominion Direct.
USE OF PROCEEDS
Dominion Resources will receive proceeds from the purchase of DRI Shares through
Dominion Direct only to the extent that such purchases are made directly from
Dominion Resources, and not from open market purchases. Proceeds received by
Dominion Resources from such purchases 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.
PLAN OF DISTRIBUTION
DRI Shares offered through Dominion Direct will be newly issued from Dominion
Resources or purchased in the open market, at Dominion Resources' option. You
will be required to pay certain brokerage fees, which are expected to be no more
than seven cents per share, in connection with the sale of DRI Shares through
Dominion Direct. All other costs related to the administration of Dominion
Direct will be paid by Dominion Resources.
LEGAL MATTERS
The legality of the DRI Shares covered hereby has been passed upon by Thomas F.
Farrell, II, Esq., Vice President and General Counsel of Dominion Resources.
EXPERTS
The consolidated financial statements incorporated by reference in Dominion
Resources' Annual Report for 1995 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 such firm as experts in accounting and auditing.
INQUIRIES
Telephone inquiries regarding Dominion Direct accounts may be directed to the
Administrator at 1-800-552-4034 (U.S. only). Written inquiries should be
directed to Dominion Resources Shareholder Administration, Dominion Resources,
Inc., P. O. Box 26532, Richmond, Virginia 23261-6532, and should include your
Social Security number and a daytime telephone number.
<PAGE>
Prospectus
Dominion Resources, Inc.
Dominion Direct Investment
6,000,000 Shares
of Common Stock
(Without Par Value)
May ______, 1996
<PAGE>
TABLE OF CONTENTS
Available Information. . . . . . . . . . . . . . . . . . . . 1
Incorporation of Certain Documents by Reference. . . . . . . 1
About Dominion Resources . . . . . . . . . . . . . . . . . . 2
Dominion Direct Investment . . . . . . . . . . . . . . . . . 2
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . 2
Administration . . . . . . . . . . . . . . . . . . . . . 2
Eligibility. . . . . . . . . . . . . . . . . . . . . . . 2
Enrollment Procedures. . . . . . . . . . . . . . . . . . 2
Shareholders. . . . . . . . . . . . . . . . . . . . 2
Non-shareholders. . . . . . . . . . . . . . . . . . 2
"Street Name" Holders . . . . . . . . . . . . . . . 2
Methods of Investment. . . . . . . . . . . . . . . . . . 3
Monthly Installment Investments . . . . . . . . . . 3
Periodic Investments . . . . . . . . . . . . . . . 3
Dividends. . . . . . . . . . . . . . . . . . . . . . . . 3
Full Dividend Reinvestment . . . . . . . . . . . . 3
Partial Dividend Reinvestment . . . . . . . . . . . 3
Cash Dividends. . . . . . . . . . . . . . . . . . . 4
Purchases . . . . . . . . . . . . . . . . . . . . . . . 4
Sales . . . . . . . . . . . . . . . . . . . . . . . . . 4
Safekeeping. . . . . . . . . . . . . . . . . . . . . . . 5
Stock Certificates . . . . . . . . . . . . . . . . . . . 5
Closing Accounts . . . . . . . . . . . . . . . . . . . . 5
Transfers. . . . . . . . . . . . . . . . . . . . . . . . 5
Confirmation of Account Activity . . . . . . . . . . . . 5
Stock Splits; Stock Dividends; Other Distributions . . . . . 5
Your Rights as a Participant . . . . . . . . . . . . . . . . 6
Responsibility of the Administrator and Dominion Resources . 6
Modification or Termination of Dominion Direct . . . . . . . 6
Interpretation of Dominion Direct. . . . . . . . . . . . . . 6
Governing Law. . . . . . . . . . . . . . . . . . . . . . . . 6
Change of Eligibility; Termination . . . . . . . . . . . . . 6
U.S. Federal Income Taxation . . . . . . . . . . . . . . . . 7
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 7
Indemnification Under the Securities Act . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 7
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Inquiries. . . . . . . . . . . . . . . . . . . . . . . . . . 8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated
Securities and Exchange Commission Registration Fee. . . . . . . .$ 78,621
Printing Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 40,000
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . 5,000
New York Stock Exchange Listing Fee. . . . . . . . . . . . . . . . 21,000
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . 60,000
Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . . 10,379
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $215,000
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.
The Company has purchased directors' and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company against certain losses resulting from
claims against them in their capacities as directors and officers to the
extent that such losses are not indemnified by the Company and (2) the
Company to the extent that it indemnifies such directors and officers for
losses as permitted under the laws of Virginia.
Item 16. Exhibits.
Exhibit No. Description of Document
4(i) Articles of Incorporation 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 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 Thomas F. Farrell, II, Esq., Vice President and
General Counsel of Dominion Resources, Inc. (filed herewith).
<PAGE>
Exhibit No. Description of Document
23(i) Consent of Thomas F. Farrell, II, Esq., Vice President and
General Counsel of Dominion Resources, Inc. (contained in
Exhibit 5).
23(ii) Consent of Deloitte & Touche LLP (filed herewith).
24 Powers of Attorney (Included herein).
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b), if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 informa-
tion required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
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 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.
(c) 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/her 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on April 24,
1996.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
Thos. E. Capps
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated,
on April 24, 1996.
Signature Title
/s/JOHN B. ADAMS, JR.
John B. Adams, Jr. Director
/s/JOHN B. BERNHARDT
John B. Bernhardt Director
/s/THOS. E. CAPPS
Thos. E. Capps Chairman of the Board of
Directors, President (Chief
Executive Officer) and Director
/s/BENJAMIN J. LAMBERT, III
Benjamin J. Lambert, III Director
/s/RICHARD L. LEATHERWOOD
Richard L. Leatherwood Director
/s/HARVEY L. LINDSAY, JR.
Harvey L. Lindsay, Jr. Director
/s/KENNETH A. RANDALL
Kenneth A. Randall Director
/s/WILLIAM T. ROOS
William T. Roos Director
/s/FRANK S. ROYAL
Frank S. Royal Director
/s/JUDITH B. SACK
Judith B. Sack Director
<PAGE>
Signature Title
/s/S. DALLAS SIMMONS
S. Dallas Simmons Director
/s/ROBERT H. SPILMAN
Robert H. Spilman Director
/s/LINWOOD R. ROBERTSON
Linwood R. Robertson Senior Vice President (Chief
Financial Officer)
/s/J. L. TRUEHEART
J. L. Trueheart Vice President and Controller
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit No. Exhibit
4(i) Articles of Incorporation as in effect May 4, 1987
(Exhibit 3(i), Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-8489, incorporated by
reference).
4(ii) Bylaws as in effect September 21, 1994 (Exhibit 3(ii),
Form 10-K for the fiscal year ended December 31, 1994,
File No. 1-8489, incorporated by reference).
5 Opinion of Thomas F. Farrell, II, Esq., Vice President
and General Counsel of Dominion Resources, Inc. (filed
herewith).
23(i) Consent of Thomas F. Farrell, II, Esq., Vice President
and General Counsel of Dominion Resources, Inc.
(contained in Exhibit 5).
23(ii) Consent of Deloitte & Touche LLP (filed herewith).
24 Powers of attorney (included herein).
Exhibit 5
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
April 24, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sir/Madam:
With respect to the Registration Statement on Form S-3 of Dominion Resources,
Inc. in connection with the registration of 6,000,000 shares of Common Stock,
without par value (the Common Stock), which have been reserved for issuance
pursuant to the Dominion Resources, Inc. Dividend reinvestment and stock
purchase plan, Dominion Direct Investments ("Dominion Direct"), I am of the
opinion that the 6,000,000 shares of Common Stock which are authorized for
issuance under Dominion Direct, when issued or sold in accordance with the
terms and provisions of Dominion Direct, will be duly authorized, legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/THOMAS F. FARRELL, II, ESQ.
Thomas F. Farrell, II, Esq.
Vice President and General Counsel
Exhibit 23(ii)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Dominion Resources, Inc. on Form S-3 of our report dated February 2, 1996,
incorporated by reference in the Annual Report on Form 10-K of Dominion
Resources, Inc. for the year ended December 31, 1995 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
April 23, 1996
