As filed with the Securities and Exchange Commission on December 18, 1997
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
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 Identification No.)
incorporation or organization)
901 EAST BYRD STREET, RICHMOND, VIRGINIA 23219
(Address of principal executive office, including zip code)
THE EAST MIDLANDS ELECTRICITY
SAVINGS RELATED SHARE OPTION SCHEME 1997
(Full Title of the Plan)
Patricia A. Wilkerson, Corporate Secretary
W. H. Riggs, Jr., Assistant Corporate Secretary
DOMINION RESOURCES, INC.
901 E. Byrd Street, Richmond, Virginia 23219
(Name and address of agent for service)
(804) 775-5700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE (*)
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
Common Stock, without
par value 3,000,000 $40.25 $120,750,000 $35,621.25
Shares
__________
*Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457 and based on the average of the high
and low prices reported on the New York Stock Exchange composite tape by The
Wall Street Journal for December 16, 1997.<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Dominion Resources, Inc. (Dominion
Resources) with the Securities and Exchange Commission (the Commission) are
incorporated herein by reference and made a part hereof: (i) the Dominion
Resources' Annual Report on Form 10-K for the fiscal year ended December 31,
1996; (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997; (iii) current reports on Form 8-K,
filed January 23, 1997, Form 8-K/A, filed March 20, 1997 and Form 8-K filed
December 11, 1997 and (iv) the description of the Dominion Resources' Common
Stock (the Common Stock) in the Dominion Resources' registration statement on
Form 8-B (Item 4), dated April 29, 1983, including any amendments and reports
filed for the purpose of updating such description.
In addition, all documents filed by Dominion Resources pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), after the date of the Prospectus and prior to the
filing of a post-effective amendment that indicates that all securities
offered hereby have been sold or that deregisters all such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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.
Dominion Resources 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits:
4(i) -- Articles of Incorporation of Dominion Resources as in effect on
May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-8489, incorporated by reference).
4(ii) -- Bylaws of Dominion Resources 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 James F. Stutts, Esq., Vice President and General
Counsel of Dominion Resources, Inc. (filed herewith).
23(i) -- Consent of Deloitte & Touche LLP (filed herewith).
23(ii) -- Consent of Deloitte & Touche (filed herewith).
23(iii) -- Consent of James F. Stutts, Esq. (included in Exhibit 5).
99 -- The East Midlands Electricity Savings Related Share Option
Scheme - 1997 (filed herewith).
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2 That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of this offer.
(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 13(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia,
on the 18 day of December, 1997.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
(Thos. E. Capps, Chairman of the
Board of Directors, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the 18 day of December, 1997.
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 and Chief Executive
Officer
/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/K. A. RANDALL
K. 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
/s/S. DALLAS SIMMONS
S. Dallas Simmons Director
/s/ROBERT H. SPILMAN
Robert H. Spilman Director
/s/E. M. ROACH, JR.
E. M. Roach, Jr. Executive Vice President
(Chief Financial Officer/)
/s/J. L. TRUEHEART
J. L. Trueheart Vice President and Controller
(Principal Accounting Officer)
Exhibit 99
Prospectus
East Midlands Electricity
Savings Related Share Option
Scheme 1997
This document explains the rules for eligibility of employees of East
Midlands Electricity to participate in the East Midlands Electricity
Savings Related Share Option Scheme 1997 and their rights to acquire Common
Stock of Dominion Resources, Inc.
United States securities laws require the following statement:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
December 18, 1997
<PAGE>
INFORMATION ABOUT SHARESHAVE 1997
General Information About Sharesave 1997
The purpose of the East Midlands Electricity Savings Related Share
Option Scheme 1997 (Sharesave 1997) is to provide a means for you,
the employees of East Midland Electricity plc (East Midlands) to
enter into a savings plan and have the opportunity to use your
savings to purchase shares of East Midland's parent company, Dominion
Resources, Inc. (Dominion Resources). By partaking in this plan, you
may become a part-owner of the company and have a stake in developing
its future and sharing in its success. Sharesave 1997 will be
effective for the first payroll deduction in January 1998.
Sharesave 1997 is a special type of savings plan under which you can
save a fixed amount each month for either three or five years. The
savings are held in an account with Yorkshire Building Society. At
the end of your chosen savings period, you will receive a tax-free
bonus. If you wish, you may use the saved amount plus the tax-free
bonus received to purchase shares of Dominion Resources at a special
price. This choice is referred to you as your Share Option.
Dominion Resources Stock Reserved For the Scheme
Dominion Resources has reserved 3,000,000 shares of its Common Stock
for purchases under Sharesave 1997. Shares which Dominion Resources
has allocated for purchase through a Share Option that are not
purchased may be used again. Adjustments will be made to the number
of Dominion Resources shares covered by Share Options in the event of
future stock dividends, stock splits or any other similar event that
changes the number of outstanding shares.
Eligibility to Participate
All United Kingdom employees of East Midlands who are employed on 17
November 1997 are eligible to participate in Sharesave 1997.
How the Share Options Work
If you are eligible to participate in Sharesave 1997, you will
receive an invitation to apply for a Share Option. The Share Option
application is accompanied by an application for a savings contract,
upon which you decide the amount you would like to save each month
and you choose the savings period. The Share Option gives you the
ability to purchase Dominion Resources stock at pound sterling 18.07
per share (about a 20% discounted value based upon the market price
of Dominion Resources stock on or about 17 November 1997). The
amount of stock you will be able to purchase will depend upon the
amount that you have saved under the savings contract.
The amount you choose to save under the savings contract must be an
amount between 5 and pound sterling 250 per month. If you choose an
amount of pound sterling 250, you will not be able to save in any
future plans until this savings contract is complete. Once chosen,
this savings amount will remain fixed throughout the entire chosen
savings period. Each month (or week depending upon the frequency of
your paycheck), this fixed contribution will be deducted from your
paycheck and placed into a savings account. Contributions are capped
so that they do not exceed the maximum monthly contribution permitted
under the United Kingdom Taxes Act. At any time you may chose to
stop making contributions, but by doing so you will no longer be able
to purchase any Dominion Resources stock under the Share Option,
including amounts that you previously saved.
At the end of your chosen savings period, you will receive a tax-free
bonus from Yorkshire Building Society, the amount of which depend
upon whether you chose a three or five year savings period. Under
the three-year period, you will receive a tax-free bonus equal to
three times your fixed chosen monthly contribution (12 times your
weekly contribution). Under the five-year period, you will receive a
tax-free bonus of nine times your fixed chosen monthly contribution
(36 times your weekly contributions). With the five-year period, you
can leave your savings for two more years and receive 18 times your
monthly contribution (72 times your weekly contributions) but you
forfeit your Share Option.
At the end of your chosen savings period, you may exercise your Share
Option and purchase Dominion Resources stock. The maximum number of
shares you may purchase is calculated by taking the total amount
saved under the savings contract plus any tax-free bonus received and
dividing this amount by the option price. The option price will be
pound sterling 18.07 per share. You can purchase the maximum number
or any lesser amount. Shares are available for your purchase through
exercise of the Share Option for six months following the end of your
chosen savings period.
Withdrawal From Sharesave 1997
You may withdraw from Sharesave 1997 by canceling your savings
contract prior to the end of your chosen savings period. However, by
canceling, you can no longer purchase Dominion Resources stock under
the Share Option as the Share Option will be canceled. Interest will
be paid by Yorkshire Building Society at 3% per annum for the period
between the first anniversary and the date of your cancellation. No
interest will be paid if you withdraw your savings before the first
anniversary of your savings contract.
Changes in Your Situation
Resignation, Retirement or Change of Employ
If you resign or take early retirement more than three years from the
date of grant, you may: 1) buy the shares under the Share Option
within six months of leaving; 2) take out your savings and interest
(if applicable); or 3) carry on saving and receive your bonus at the
end of the savings period but not buy any shares. The same options
are available should you retire at normal retirement age, leave on
severance terms/injury or disability, or take early retirement more
than three years from the date of grant.
If you resign or take early retirement less than three years from the
date of grant, you may not buy any shares but you may either: 1) take
out your savings and interest (if applicable); or 2) carry on saving
and receive your bonus at the end of the savings period. The same
options are available upon dismissal from East Midlands.
Maternity Leave or Long Term Absence
If you take maternity leave or a long term absence, you can either
continue your savings, (with appropriate arrangements with your
payroll department in advance), or you may suspend payments for six
months without losing your Share Option.
Death
If you die during the savings period, your estate can either buy the
shares by exercising the Share Option within twelve months of your
death or take out your savings and interest (if applicable).
Transfer Within East Midlands Group
If you transfer from one company to another within the East Midlands
group, your savings and Share Option will continue without change.
Change of Control
If there is a change of Control of Dominion Resources, you may
exercise your Share Option anytime within six months after the change
of Control, even if your savings period has not ended. Your Share
Option will lapse after this six-month period so that you will no
longer have rights to purchase stock under your Share Option unless
you are notified otherwise. You will be notified if a change of
Control occurs.
Control means the power of a person, through possession of voting
power or by virtue of any powers conferred by any document regulating
corporate authority, to secure that the affairs of East Midlands are
conducted with the wishes of that person.
Restrictions on Resale
Sharesave 1997 puts no restrictions on your sale of Dominion
Resources stock received upon your exercising your Share Option. You
will be notified if U.S. securities law impose any restrictions on
you.
Tax Consequences
YOU ARE URGED TO CONSULT WITH YOUR INDIVIDUAL TAX ADVISORS REGARDING
THE EXERCISE OF OPTIONS AND FUTURE SALE OF THE STOCK RECEIVED THROUGH
THE EXERCISE BECAUSE TAX TREATMENT MAY VARY DEPENDING UPON YOUR
INDIVIDUAL CIRCUMSTANCES.
Under the current legislation, all interest and bonuses paid to the
Sharesave 1997 savings account are tax-free. There are no additional
tax consequences should you decide to exercise your Share Option.
If you subsequently decide to sell the shares you acquired through
the exercise of your Share Option, you may become liable for payment
of Capital Gains Tax. Under current rules, if the gains you make on
the stock plus all other gains you have made for the year exceed
pound sterling 6,500, you will have to pay Capital Gains Tax.
Information About Dominion Resources
Under United States securities laws, Dominion Resources files
documents with the Securities and Exchange Commission (the SEC).
Some of these documents, listed below, are incorporated by reference:
(1) the Dominion Resources Annual Report on Form 10-K for the 31
December 1996 fiscal year; (2) the Dominion Resources Quarterly
Reports on Forms 10-Q filed for the quarters ended 31 March 1997, 30
June 1997 and 30 September 1997; (3) the Dominion Resources Current
Reports on Form 8-K, filed 23 January 1997, Form 8-K/A filed 20 March
1997 and Form 8-K filed 11 December 1997; (4) the description of
Dominion Resources Common Stock on Form 8-B (item 4) dated 29 April
1983 (with amendments); (5) the registration of Sharesave 1997 on
Form S-8; and (6) from the date of filing, all documents subsequently
filed by Dominion Resources pursuant to Sections 13(a), 13(c), 14 and
15(d) of the United States Securities Exchange Act of 1934.
These documents have additional financial information about Dominion
Resources. You may want to examine the financial information on
these forms before making your final investment decision. Dominion
Resources' SEC filings are available to the public over the internet
at the SEC's web site at http://www.sec.gov. Upon your request,
either orally or in writing, Dominion Resources and East Midlands
will provide you copies of these forms and other communications
distributed by Dominion Resources to its shareholders generally, free
of charge. You should direct such request to:
Corporate Secretary
Dominion Resources Inc.
901 East Byrd Street
Richmond, Virginia 23219-4072
Telephone: (804) 775-5700.
Exhibit 5
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
December 18, 1997
Board of Directors
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
Dear Sir/Madam:
I am Vice President and General Counsel of Dominion Resources, Inc. (the
Company), and I have advised the Company in connection with the registration,
pursuant to a Registration Statement on Form S-8 being filed with the
Securities and Exchange Commission under the Securities Act of 1933 of
3,000,000 shares of the Company's Common Stock, without par value (the Common
Stock), which have been reserved for issuance pursuant to The East Midlands
Electricity Savings Related Share Option Scheme 1997 (the Scheme). In
connection with the filing of the Registration Statement, you have requested
my opinion concerning certain corporate matters.
I am of the opinion that the issuance of Common Stock has been duly authorized
and when issued in accordance with the terms and provisions of the Scheme, the
shares of Common Stock will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not thereby admit that I
am within the category of persons where consent is required under Section 7 of
the Securities Act of 1933 and the rules and regulations thereunder.
Very truly yours,
/s/JAMES F. STUTTS
James F. Stutts, Esq.
Vice President and General Counsel
Exhibit 23(i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Dominion Resources, Inc. on Form S-8 of the report of Deloitte & Touche LLP
dated February 11, 1997 and incorporated by reference in the Annual Report on
Form 10-K of Dominion Resources, Inc. for the year ended December 31, 1996.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Richmond, Virginia
December 17, 1997
Exhibit 23(ii)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dominion Resources, Inc. on Form S-8 of our report dated March 12, 1997 on the
financial statements of East Midlands Electricity plc for the year ended March
31, 1996, appearing in the current report on Form 8-K/A, of Dominion
Resources, Inc. dated March 20, 1997.
/s/Deloitte & Touche
DELOITTE & TOUCHE
Chartered Accountants
London, England
18 December 1997
Exhibit 99
Prospectus
East Midlands Electricity
Savings Related Share Option
Scheme 1997
This document explains the rules for eligibility of employees of East
Midlands Electricity to participate in the East Midlands Electricity
Savings Related Share Option Scheme 1997 and their rights to acquire Common
Stock of Dominion Resources, Inc.
United States securities laws require the following statement:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
December 18, 1997
<PAGE>
INFORMATION ABOUT SHARESHAVE 1997
General Information About Sharesave 1997
The purpose of the East Midlands Electricity Savings Related Share
Option Scheme 1997 (Sharesave 1997) is to provide a means for you,
the employees of East Midland Electricity plc (East Midlands) to
enter into a savings plan and have the opportunity to use your
savings to purchase shares of East Midland's parent company, Dominion
Resources, Inc. (Dominion Resources). By partaking in this plan, you
may become a part-owner of the company and have a stake in developing
its future and sharing in its success. Sharesave 1997 will be
effective for the first payroll deduction in January 1998.
Sharesave 1997 is a special type of savings plan under which you can
save a fixed amount each month for either three or five years. The
savings are held in an account with Yorkshire Building Society. At
the end of your chosen savings period, you will receive a tax-free
bonus. If you wish, you may use the saved amount plus the tax-free
bonus received to purchase shares of Dominion Resources at a special
price. This choice is referred to you as your Share Option.
Dominion Resources Stock Reserved For the Scheme
Dominion Resources has reserved 3,000,000 shares of its Common Stock
for purchases under Sharesave 1997. Shares which Dominion Resources
has allocated for purchase through a Share Option that are not
purchased may be used again. Adjustments will be made to the number
of Dominion Resources shares covered by Share Options in the event of
future stock dividends, stock splits or any other similar event that
changes the number of outstanding shares.
Eligibility to Participate
All United Kingdom employees of East Midlands who are employed on 17
November 1997 are eligible to participate in Sharesave 1997.
How the Share Options Work
If you are eligible to participate in Sharesave 1997, you will
receive an invitation to apply for a Share Option. The Share Option
application is accompanied by an application for a savings contract,
upon which you decide the amount you would like to save each month
and you choose the savings period. The Share Option gives you the
ability to purchase Dominion Resources stock at pound sterling 18.07
per share (about a 20% discounted value based upon the market price
of Dominion Resources stock on or about 17 November 1997). The
amount of stock you will be able to purchase will depend upon the
amount that you have saved under the savings contract.
The amount you choose to save under the savings contract must be an
amount between 5 and pound sterling 250 per month. If you choose an
amount of pound sterling 250, you will not be able to save in any
future plans until this savings contract is complete. Once chosen,
this savings amount will remain fixed throughout the entire chosen
savings period. Each month (or week depending upon the frequency of
your paycheck), this fixed contribution will be deducted from your
paycheck and placed into a savings account. Contributions are capped
so that they do not exceed the maximum monthly contribution permitted
under the United Kingdom Taxes Act. At any time you may chose to
stop making contributions, but by doing so you will no longer be able
to purchase any Dominion Resources stock under the Share Option,
including amounts that you previously saved.
At the end of your chosen savings period, you will receive a tax-free
bonus from Yorkshire Building Society, the amount of which depend
upon whether you chose a three or five year savings period. Under
the three-year period, you will receive a tax-free bonus equal to
three times your fixed chosen monthly contribution (12 times your
weekly contribution). Under the five-year period, you will receive a
tax-free bonus of nine times your fixed chosen monthly contribution
(36 times your weekly contributions). With the five-year period, you
can leave your savings for two more years and receive 18 times your
monthly contribution (72 times your weekly contributions) but you
forfeit your Share Option.
At the end of your chosen savings period, you may exercise your Share
Option and purchase Dominion Resources stock. The maximum number of
shares you may purchase is calculated by taking the total amount
saved under the savings contract plus any tax-free bonus received and
dividing this amount by the option price. The option price will be
pound sterling 18.07 per share. You can purchase the maximum number
or any lesser amount. Shares are available for your purchase through
exercise of the Share Option for six months following the end of your
chosen savings period.
Withdrawal From Sharesave 1997
You may withdraw from Sharesave 1997 by canceling your savings
contract prior to the end of your chosen savings period. However, by
canceling, you can no longer purchase Dominion Resources stock under
the Share Option as the Share Option will be canceled. Interest will
be paid by Yorkshire Building Society at 3% per annum for the period
between the first anniversary and the date of your cancellation. No
interest will be paid if you withdraw your savings before the first
anniversary of your savings contract.
Changes in Your Situation
Resignation, Retirement or Change of Employ
If you resign or take early retirement more than three years from the
date of grant, you may: 1) buy the shares under the Share Option
within six months of leaving; 2) take out your savings and interest
(if applicable); or 3) carry on saving and receive your bonus at the
end of the savings period but not buy any shares. The same options
are available should you retire at normal retirement age, leave on
severance terms/injury or disability, or take early retirement more
than three years from the date of grant.
If you resign or take early retirement less than three years from the
date of grant, you may not buy any shares but you may either: 1) take
out your savings and interest (if applicable); or 2) carry on saving
and receive your bonus at the end of the savings period. The same
options are available upon dismissal from East Midlands.
Maternity Leave or Long Term Absence
If you take maternity leave or a long term absence, you can either
continue your savings, (with appropriate arrangements with your
payroll department in advance), or you may suspend payments for six
months without losing your Share Option.
Death
If you die during the savings period, your estate can either buy the
shares by exercising the Share Option within twelve months of your
death or take out your savings and interest (if applicable).
Transfer Within East Midlands Group
If you transfer from one company to another within the East Midlands
group, your savings and Share Option will continue without change.
Change of Control
If there is a change of Control of Dominion Resources, you may
exercise your Share Option anytime within six months after the change
of Control, even if your savings period has not ended. Your Share
Option will lapse after this six-month period so that you will no
longer have rights to purchase stock under your Share Option unless
you are notified otherwise. You will be notified if a change of
Control occurs.
Control means the power of a person, through possession of voting
power or by virtue of any powers conferred by any document regulating
corporate authority, to secure that the affairs of East Midlands are
conducted with the wishes of that person.
Restrictions on Resale
Sharesave 1997 puts no restrictions on your sale of Dominion
Resources stock received upon your exercising your Share Option. You
will be notified if U.S. securities law impose any restrictions on
you.
Tax Consequences
YOU ARE URGED TO CONSULT WITH YOUR INDIVIDUAL TAX ADVISORS REGARDING
THE EXERCISE OF OPTIONS AND FUTURE SALE OF THE STOCK RECEIVED THROUGH
THE EXERCISE BECAUSE TAX TREATMENT MAY VARY DEPENDING UPON YOUR
INDIVIDUAL CIRCUMSTANCES.
Under the current legislation, all interest and bonuses paid to the
Sharesave 1997 savings account are tax-free. There are no additional
tax consequences should you decide to exercise your Share Option.
If you subsequently decide to sell the shares you acquired through
the exercise of your Share Option, you may become liable for payment
of Capital Gains Tax. Under current rules, if the gains you make on
the stock plus all other gains you have made for the year exceed
pound sterling 6,500, you will have to pay Capital Gains Tax.
Information About Dominion Resources
Under United States securities laws, Dominion Resources files
documents with the Securities and Exchange Commission (the SEC).
Some of these documents, listed below, are incorporated by reference:
(1) the Dominion Resources Annual Report on Form 10-K for the 31
December 1996 fiscal year; (2) the Dominion Resources Quarterly
Reports on Forms 10-Q filed for the quarters ended 31 March 1997, 30
June 1997 and 30 September 1997; (3) the Dominion Resources Current
Reports on Form 8-K, filed 23 January 1997, Form 8-K/A filed 20 March
1997 and Form 8-K filed 11 December 1997; (4) the description of
Dominion Resources Common Stock on Form 8-B (item 4) dated 29 April
1983 (with amendments); (5) the registration of Sharesave 1997 on
Form S-8; and (6) from the date of filing, all documents subsequently
filed by Dominion Resources pursuant to Sections 13(a), 13(c), 14 and
15(d) of the United States Securities Exchange Act of 1934.
These documents have additional financial information about Dominion
Resources. You may want to examine the financial information on
these forms before making your final investment decision. Dominion
Resources' SEC filings are available to the public over the internet
at the SEC's web site at http://www.sec.gov. Upon your request,
either orally or in writing, Dominion Resources and East Midlands
will provide you copies of these forms and other communications
distributed by Dominion Resources to its shareholders generally, free
of charge. You should direct such request to:
Corporate Secretary
Dominion Resources Inc.
901 East Byrd Street
Richmond, Virginia 23219-4072
Telephone: (804) 775-5700.
