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 1996 Annual Report
on Form 10-K to include the following 1996 Annual Reports for the Dominion
Resources, Inc. Employee Savings Plan, Dominion Subsidiary Savings Plan, and the
Virginia Power Hourly Employee Savings Plan.
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
Executive Vice President,
Chief Financial Officer
Date: June 26, 1997
<PAGE>
FORM 11-K
DECEMBER 31, 1996
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) Independent auditor's consent (filed
electronically herewith)
Exhibit 99(v) Financial Statements to Form 11-K of
Virginia Power Hourly Employee Savings
Plan (filed in paper format)
Exhibit 99(vi) Independent Auditor's consent (filed
electronically herewith)
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.
For the fiscal year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934.
For the transition period from __________ to ___________
Commission File number 333-09167
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, 1996 and 1995 F-3
Statements of Changes in Net Assets Available
for Plan Benefits for the Years
Ended December 31, 1996, 1995 and 1994 F-4
Notes to Financial Statements F-5 - F-18
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-19
Item 27d - Schedule of Reportable Transactions F-20
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 (the Plan) as of December 31, 1996 and 1995 and for
each of the three years in the period ended December 31, 1996, 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, 1996
and 1995, and the changes in net assets available for plan benefits for each of
the three years in the period ended December 31, 1996 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, 1996 and 2)
reportable transactions for the year ended December 31, 1996 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 1996 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 24, 1997
F-2
<PAGE>
<TABLE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
-----------------
<CAPTION>
December 31,
------------------------------------
ASSETS 1996 1995
------ ---- ----
<S> <C>
Dominion Resources, Inc., Common stock $228,662,129 $268,581,579
Common/Collective Trusts 97,065,692 66,175,397
Mutual Funds 61,943,145 37,551,268
Loans to Participants at Face Value 7,130,991 3,981,946
Short Term Investments
Temporary Cash Investments 3,519,223
U.S. Treasury Bill 6,770,930
Cash 2,709 533,163
------------ ------------
Total Investments 394,804,666 387,113,506
Interest Receivable 208,833 12,351
Contributions Receivable 24,168
Other Receivables 1,442,346 774
------------ ------------
Total $396,455,845 $387,150,799
============ ============
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distributions payable to participants $ 520,594
Other liabilities $ 332,207 62,008
Net assets available for Plan benefits 396,123,638 386,568,197
------------ ------------
Total $396,455,845 $387,150,799
============ ============
</TABLE>
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,
-----------------------------------------
1996 1995 1994
---- ---- ----
Investment income:
Dividends $ 18,287,095 $19,244,113 $ 18,143,556
Interest and other 2,047,417 892,225 1,316,680
------------ ----------- ------------
Total investment income 20,334,512 20,136,338 19,460,236
Realized gain (loss) (16,500,466) 3,032,198 (8,659,027)
Unrealized appreciation
(depreciation) 8,630,171 47,050,107 (54,709,337)
Transfer of participants'
assets to the Plan from other
Plans, including the Virginia
Power Hourly Employee Savings
Plan 2,224,546 325,430 8,319,378
Contributions:
Participants 22,092,365 22,329,543 22,908,667
Participating companies 7,752,850 8,363,366 8,713,218
------------ ----------- -----------
Total additions 44,533,978 101,236,982 (3,966,865)
------------ ----------- -----------
Distributions to
participants 34,560,571 40,517,577 52,181,439
Administrative expense 417,966 346,936 314,564
------------ ------------ ------------
Total deductions 34,978,537 40,864,513 52,496,003
------------ ------------ ------------
Net increase (decrease) 9,555,441 60,372,469 (56,462,868)
Net assets available for Plan
benefits:
Beginning of year 386,568,197 326,195,728 382,658,596
------------ ------------ ------------
End of year $396,123,638 $386,568,197 $326,195,728
============ ============ ============
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
General:
Dominion Resources, Inc. (Dominion Resources or DRI), offers its common stock
along with other investment options (see footnote 7 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.
For additional information concerning the Plan, see Plan documents.
1. Summary of Significant Accounting Policies
The Plan financial statements are prepared using the accrual basis of
accounting.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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 accounting period.
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 common/collective 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.
Loans are stated at cost, which is assumed to equal current value. The Certus
Stable Value Fund, which consists of investment contracts, is valued at fair
value which approximates contract value. Contract value represents contributions
made under the contract, plus earnings, less Plan withdrawals and administrative
expenses.
Distributions:
Distributions from the Plan are recorded on the valuation date when a
participant terminated employment, retired, or submitted a valid withdrawal
request.
F-5
<PAGE>
2. Change in Trustee
Effective June 1, 1996, Mellon Trust, Mellon Bank, N.A. became the Trustee of
the Plan. The prior Trustee was Signet Trust Company with respect to the DRI
Common Stock, America's Utility, Equity Index, and Balanced Fund. NationsBank
served as Trustee of the Plan with respect to the Interest Bearing Fund.
3. 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 5,801 and 6,356 participants in the Plan as of December 31, 1996 and
1995, respectively.
4. Contributions - Prior to June 1, 1996
Under the terms of the Plan, participants could make contributions to the Plan
under the Regular Option and the Savings Plus Option. The Regular Option allowed
participants to make after-tax contributions to the Plan. The Savings Plus
Option allowed participants to contribute to the Plan with before-tax dollars.
A maximum of 16% of the participant's eligible earnings could be invested in the
Plan. Of this 16%, up to 10% could 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.
Contributions - Effective June 1, 1996
A maximum of 17% of the participant's eligible earnings can be invested in the
Plan. Of this 17%, up to 12% can be invested on a tax-deferred basis. 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.
5. Vesting Provisions - Prior to June 1, 1996
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.
Vesting Provisions - Effective June 1, 1996
Participants become vested in their own contributions and the earnings on these
amounts immediately and in the Participating Companies' matching contributions
and earnings after 3 years of service. Matching contributions vest immediately
for participants aged 55 or older.
F-6
<PAGE>
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. Such
forfeitures amounted to $12,908, $15,502, and $40,687 for the years ended
December 31, 1996, 1995, and 1994, respectively.
7. Investment Options - Prior to June 1, 1996
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 could be invested in any option (except the loan fund) in
10% increments totaling to 100%. Changes in investment options could be selected
four times a year, to be effective the first day of each quarter.
Investment Options - Effective June 1, 1996
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
Certus Stable Value Fund - The fund's goal is stability of principal and high
current income. It invests in investment contracts of insurance companies and
commercial banks and U.S. Government or agency backed bonds.
F-7
<PAGE>
Premier Managed Income Fund - The fund's goal is high current income, but is
subject to volatility of principal, due to changes in interest rates. It invests
mainly in U. S. Government securities and corporate bonds, but may also invest
in foreign securities.
Dreyfus Balanced Fund, Inc. - The fund's goal is to provide long term capital
growth and current income. It invests in equities, fixed income securities
and cash equivalents.
Equity Index Fund - The fund's goal is to match the performance of the Standard
& Poor's 500 Composite Stock Price Index. The fund invests primarily in the 500
stocks of the S&P 500 and may also invest in exchange traded options and
financial futures.
The Crabbe Huson Equity Fund, Inc. - The fund's goal is to provide long-term
capital growth by investing in stock that has the greatest potential for
capital appreciation. The fund may invest in domestic and foreign securities.
Warburg Pincus Emerging Growth Fund - The fund's goal is maximum capital growth
by investing in equity securities of primarily domestic emerging growth
companies.
Templeton Foreign Fund - The fund's goal is long-term capital growth by
investing primarily in foreign securities.
Loan Fund - Participants are allowed to borrow against their vested balance and
repay the amount over a one to five year period.
Participating Companies' matching contributions are originally invested in DRI
Common Stock. However, participants who are under age 50 may transfer 50% of the
value of the stock in the Company Match Account into another investment option,
while participants who are age 50 and over may transfer 100% of the value of the
Company Match Account.
Employee contributions may be invested in any option (except the loan fund) in
1% increments totaling to 100%. Changes in investment options may be made at any
time and become effective with the subsequent pay period. Participants can make
unlimited transfers among existing fund balances.
8. 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 pre-tax 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.
F-8
<PAGE>
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. Distributions Payable to Participants Who Have Withdrawn From
Participation
As of December 31,1995, net assets available for Plan benefits included benefits
of $3,197,458 due to participants who have withdrawn from participation in the
Plan. There were no distributions payable at December 31, 1996.
11. Valuation of Investment Contracts
Effective January 1, 1996, the Plan adopted the provision of AICPA Statement of
Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined-Contribution Pension Plans." The Certus Stable Value
Fund's investment contracts are fully-benefit responsive and have been presented
on the financial statements at fair value which approximates contract value. The
contract value is estimated at $39,404,775 at December 31, 1996. The underlying
investment contracts are carried at variable and fixed rates with expiration
dates through 2007. The average yield on the contracts are estimated at 6.54% at
December 31, 1996.
12. Fund Information
Statements of Net Assets Available for Plan Benefits by Fund at December 31,
1996 and 1995, and Statements of Changes in Net Assets Available for Plan
Benefits by Fund for the years ended December 31, 1996, 1995, and 1994 follows:
F-9
<PAGE>
<TABLE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------
Mellon EB Daily
DRI Common Certus Stable Dreyfus Liquidity Index Crabbe Huson
Stock Fund Value Fund Balanced Fund Fund Equity Fund, Inc.
---------- ---------- ------------- ---- -----------------
Assets
<S> <C>
Common Stock $103,835,472
Common/Collective Trust 140,187 $ 39,215,119 $ 57,233,393
Mutual Funds $ 39,029,616 $ 7,039,667
Loans Receivable
Interest Receivable 5,789 199,539
Other Receivables 619,314 78,519
Cash
Total Assets $104,600,762 $ 39,414,658 $ 39,108,135 $ 57,233,393 $ 7,039,667
============ ============ ============ ============ ============
Liabilities and Net Assets Available
for Plan Benefits
Other Liabilities $ 53,092 $ 29,775
Net Assets Available for Plan
Benefits 104,547,670 39,414,658 39,108,135 57,233,393 7,009,892
------------ ------------ ------------ ------------ ------------
Total Liabilities and Net Assets
Available for Plan Benefits $104,600,762 $ 39,414,658 $ 39,108,135 $ 57,233,393 $ 7,039,667
============ ============ ============ ============ ============
</TABLE>
F-10
<PAGE>
<TABLE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
-------------------------------------------------------- --------
Premier Templeton Warburg Pincus
Managed Foreign Emerging Growth DRI Common
Income Fund Fund Fund Loan Fund Stock Fund Total
----------- ---- ---- --------- ---------- -----
Assets
<S> <C>
Common Stock $124,826,657 $228,662,129
Common/Collective Trust $ 308,467 168,526 97,065,692
Mutual Funds $ 1,490,159 $ 4,537,727 $ 9,845,976 61,943,145
Loans Receivable 7,130,991 7,130,991
Interest Receivable 1,378 2,127 208,833
Other Receivables 744,513 1,442,346
Cash 1,666 1,043 2,709
------------ ------------ ------------ ------------ ------------ ------------
Total Assets $ 1,491,825 $ 4,537,727 $ 9,845,976 $ 7,441,879 $125,741,823 $396,455,845
============ ============ ============ ============ ============ ============
Liabilities and Net Assets Available
for Plan Benefits
Other Liabilities $ 19,035 $ 56,127 $ 110,353 $ 63,825 $ 332,207
Net Assets Available for Plan
Benefits 1,472,790 4,481,600 9,735,623 $ 7,441,879 125,677,998 396,123,638
------------ ------------ ------------ ------------ ------------ ------------
Total Liabilities and Net Assets
Available for Plan Benefits $ 1,491,825 $ 4,537,727 $ 9,845,976 $ 7,441,879 $125,741,823 $396,455,845
============ ============ ============ ============ ============ ============
</TABLE>
F-11
<PAGE>
<TABLE>
Dominion Resources, Inc.
Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1995
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed
--------------------------------------------------------------------------------
DRI Common Equity
Stock Interest America's Index Balanced Loan
Total Fund Bearing Fund Utility Fund Fund Fund Fund
----- ---- ------------ ------------ ---- ---- ----
Assets
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock $268,581,579 $130,450,074
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
Cash 533,163 23,027 4,552 185,318 28,728 267,155
Loans Receivable 3,981,946 $3,981,946
Contributions Receivable 24,168 8,362 2,601 1,449 3,705 1,735
Interest Receivable 12,351 218 11,649 41 162 50
Interfund Receivable
(Payable) (394,763) (304,520) (7,905) 501,233 239,235 (55,760
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
============ ============ =========== =========== =========== =========== ==========
Liabilities and Net
Assets Available for
Plan Benefits
Distribution Payable
to Participants $ 520,594 $ 191,395 $ 36,421 $ 17,283 $ 67,344 $ 5,648
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
------------ ------------ ----------- ----------- ----------- ----------- ----------
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
============ ============ =========== =========== =========== =========== ==========
</TABLE>
Nonparticipant
Directed
--------------
DRI Common
Stock
Fund
----
Assets
Common Stock $138,131,505
Mutual Funds
Bank Common Trust Funds
Short Term Investments 53,584
Cash 24,383
Loans Receivable
Contributions Receivable 6,316
Interest Receivable 231
Interfund Receivable
(Payable) ) 22,480
Other Receivables
Total Assets $138,238,499
============
Liabilities and Net
Assets Available for
Plan Benefits
Distribution Payable
to Participants $ 202,503
Other Liabilities
Net Assets Available
for Plan Benefits 138,035,996
------------
Total Liabilities and Net
Assets Available for
Plan Benefits $138,238,499
============
F-12
<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, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------------
DRI Common Interest America's Equity Balanced Certus Stable Dreyfus
Stock Fund Bearing Fund Utility Fund Index Fund Fund Value Fund Balanced Fund
---------- ------------ ------------ ---------- ---- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 7,563,811 $ 233,931 $ 261,781 $ 768,875
Interest and Other 28,611 $ 444,739 $ 1,910 $ 11,505 4,941 1,239,187 35,183
------------ ----------- ----------- ---------- ---------- ---------- -----------
Total 7,592,422 444,739 235,841 11,505 266,722 1,239,187 804,058
------------ ----------- ----------- ---------- ---------- ---------- -----------
Realized Gain (Loss) (11,200,948) 272,572 (563,467) 3,303,646 321,938 1,440,178
Unrealized Appreciation
(Depreciation) 829,603 860,987
Transfer of Participants'
Assets to the Plan from
other Plans, including
the Virginia Power
Hourly Employee Savings
Plan 889,424 42,940 353,083 26,932
Contributions:
Participants 5,206,623 1,174,359 777,461 2,242,536 973,740 2,138,842 1,330,274
Participating Companies
Interfund Transfers, Net (16,249,140) 240,198 (2,001,426) 7,006,247 1,600,348 93,991 (2,539,280)
Transfer to New Trust
Funds (37,015,507) (15,992,207) (48,736,048) (22,018,467) 37,015,507 38,010,674
------------ ----------- ----------- ------------ ----------- ----------- -----------
Total Additions/
(Subtractions) (12,932,016) (34,840,699) (17,543,798) (36,172,114) (18,855,719) 40,840,610 39,933,823
------------ ------------ ------------ ------------ ----------- ---------- -----------
Distributions to
Participants 12,303,448 3,348,095 835,652 2,067,437 971,930 1,375,339 792,870
Administrative Expense 103,844 50,676 5,740 20,883 6,294 50,613 32,818
----------- ------------ ------------ ------------ ------------ ----------
Total Deductions 12,407,292 3,398,771 841,392 2,088,320 978,224 1,425,952 825,688
------------ ----------- ------------ ----------- ----------- ------------ ----------
Net Increase/(Decrease) (25,339,308) (38,239,470) (18,385,190) (38,260,434) (19,833,943) 39,414,658 39,108,135
Net Assets Available
for Plan Benefits:
Beginning of Year 129,886,978 38,239,470 18,385,190 38,260,434 19,833,943 0 0
------------ ----------- ------------ ----------- ---------- ----------- ----------
End of Year $104,547,670 $ 0 $ 0 $ 0 $ 0 $39,414,658 $39,108,135
============ =========== ============ =========== ========== =========== ===========
</TABLE>
F-13
<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, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed (Cont'd)
----------------------------------------------------------------------------------
Warburg
Mellon EB Crabbe Huson Premier Templeton Pincus
Daily Liquidity Equity Managed Foreign Emerging
Index Fund Fund, Inc. Income Fund Fund Growth Fund Loan Fund
---------- ---------- ----------- ---- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 875,885 $ 23,398 $ 24,281 $ 79,864
Interest and Other 9,141 $ 255,615
----------- ----------- ----------- -------- ---------
Total Investment Income 885,026 23,398 24,281 79,864 255,615
----------- ----------- ----------- -------- ---------
Realized Gain (Loss) 29,078 523,412 395 45,371 $ 19,794
Unrealized Appreciation
(Depreciation) 4,991,446 (233,712) 11,544 139,831 258,831
Transfer of Participants'
Assets to the Plan from
other Plans, including
the Virginia Power
Hourly Employee Savings
Plan 32,176 8,686 343 9,241 25,514 9,478
Contributions:
Participants 2,786,313 1,742,644 244,910 813,774 2,660,889
Participating Companies
Interfund Transfers, Net 1,021,192 4,984,590 1,195,210 3,418,728 6,814,803 3,139,289
Transfer to New Trust Funds 48,736,048
-----------
Total Additions/
(Subtractions) 58,481,279 7,049,018 1,476,683 4,506,809 9,779,831 3,404,382
----------- ----------- ------------ ---------- ---------- -----------
Distributions to
Participants 1,197,651 36,828 3,591 24,142 40,385 (82,311)
Administrative Expense 50,235 2,298 302 1,067 3,823 (29,000)
----------- ----------- ------------ ---------- ---------- ----------
Total Deductions/
(Additions) 1,247,886 39,126 3,893 25,209 44,208 (111,311)
----------- ----------- ------------ ---------- ---------- ----------
Net Increase/(Decrease) 57,233,393 7,009,892 1,472,790 4,481,600 9,735,623 3,515,693
Net Assets Available
for Plan Benefits:
Beginning of Year 0 0 0 0 0 3,926,186
----------- ----------- ----------- ---------- ---------- ----------
End of Year $57,233,393 $ 7,009,892 $ 1,472,790 $4,481,600 $9,735,623 $7,441,879
=========== =========== =========== ========== ========== ==========
</TABLE>
Non-participant
Directed
-----------
DRI Common
Stock Fund Total
---------- -----
Investment Income:
Dividends $ 8,455,269 $18,287,095
Interest and Other 16,585 2,047,417
------------ -------------
Total Investment Income 8,471,854 20,334,512
------------ ------------
Realized Gain (Loss) (10,692,435) (16,500,466)
Unrealized Appreciation
(Depreciation) 1,771,641 8,630,171
Transfer of Participants'
Assets to the Plan from
other Plans, including
the Virginia Power
Hourly Employee Savings
Plan 826,729 2,224,546
Contributions:
Participants 22,092,365
Participating Companies 7,752,850 7,752,850
Interfund Transfers, Net (8,724,750)
Transfer to New Trust Funds
Total Additions/
(Subtractions) (594,111) 44,533,978
------------ -------------
Distributions to
Participants 11,645,514 34,560,571
Administrative Expense 118,373 417,966
---------- ----------
Total Deductions/
(Additions) 11,763,887 34,978,537
----------- -----------
Net Increase/(Decrease) (12,357,998) 9,555,441
Net Assets Available
for Plan Benefits:
Beginning of Year 138,035,996 386,568,197
----------- -----------
End of Year $125,677,998 $396,123,638
============ ===========
F-14
<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>
Participant Directed
---------------------------------------------------------------------------------------------------
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 $ 19,244,113 $ 8,303,336 $ 752,087 $ 378,731 $ 1,345,653
Interest and Other 892,225 34,512 $ 476,794 3,225 29,425 5,021 $ 318,664
------------ ------------ ----------- ----------- ----------- ----------- ----------
Total 20,136,338 8,337,848 476,794 755,312 408,156 1,350,674 318,664
------------ ------------ ----------- ----------- ----------- ----------- ----------
Realized Gain 3,032,198 1,348,224 102,473 97,699 676 77,625
Unrealized Appreciation 47,050,107 16,828,774 2,253,125 3,671,995 7,718,336 1,545,316
Transfer of Participants'
Assets to the Plan from
the Virginia Power Hourly
Employee Savings Plan 325,430 146,033 24,765
Contributions:
Participants 22,329,543 11,092,552 3,402,032 1,944,346 3,890,588 2,000,025
Participating Companies 8,363,366
Interfund Transfers, Net (12,006,936) (1,836,902) (679,631) 10,644,834 4,530,386 (1,142,676)
------------ ------------ ----------- ----------- ----------- ----------- ------------
Total Additions/
(Subtractions) 101,236,982 25,746,495 4,422,287 5,789,721 22,662,590 9,504,026 (824,012)
------------ ------------ ----------- ----------- ----------- ------------ ------------
Distributions to
Participants 40,517,577 14,078,153 5,714,483 1,137,853 2,958,019 1,594,519 139,348
Administrative Expense 346,936 97,263 87,264 12,595 30,450 12,025 8,190
------------ ------------ ----------- ----------- ----------- ----------- ------------
Total Deductions 40,864,513 14,175,416 5,801,747 1,150,448 2,988,469 1,606,544 147,538
------------ ------------ ----------- ----------- ----------- ----------- ------------
Net Increase/(Decrease) 60,372,469 11,571,079 (1,379,460) 4,639,273 19,674,121 7,897,482 (971,550)
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
------------ ------------ ----------- ----------- ----------- ----------- ------------
End of Year $386,568,197 $129,886,978 $38,239,470 $18,385,190 $38,260,434 $19,833,943 $ 3,926,186
============ ============ =========== =========== =========== =========== ============
</TABLE>
Nonparticipant
Directed
--------------
DRI Common
Stock
Fund
----
Investment Income:
Dividends $ 8,464,306
Interest and Other 24,584
------------
Total 8,488,890
------------
Realized Gain 1,405,501
Unrealized Appreciation 15,032,561
Transfer of Participants'
Assets to the Plan from
the Virginia Power Hourly
Employee Savings Plan 154,632
Contributions:
Participants
Participating Companies 8,363,366
Interfund Transfers, Net 490,925
------------
Total Additions/
(Subtractions) 33,935,875
------------
Distributions to
Participants 14,895,202
Administrative Expense 99,149
------------
Total Deductions 14,994,351
------------
Net Increase/(Decrease) 18,941,524
Net Assets Available
for Plan Benefits:
Beginning of Year 119,094,472
------------
End of Year $138,035,996
============
F-15
<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>
Participant Directed
-----------------------------------------------------------------------------------------------------
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 $ 18,143,556 $ 8,062,020 $ 683,026 $ 375,338 $ 735,526
Interest and Other 1,316,680 25,640 $ 757,002 98,725 11,834 5,567 $ 403,633
------------ ------------ ----------- ----------- ----------- ----------- -----------
Total 19,460,236 8,087,660 757,002 781,751 387,172 741,093 403,633
------------ ------------ ----------- ----------- ----------- ----------- -----------
Realized (Loss) (8,659,027) (3,789,953) (117,394) (627,495) (42,242) (105,599)
Unrealized Appreciation
(Depreciation) (54,709,337) (25,116,752) 489,611 (2,476,513) (102,649) (1,091,575)
Transfer of Participants'
Assets to the Plan from
the Virginia Power Hourly
Employee Savings Plan 8,319,378 3,222,444 1,855,098
Contributions:
Participants 22,908,667 12,117,602 3,434,923 2,594,979 2,922,891 1,838,272
Participating Companies 8,713,218
Interfund Transfers, Net 4,076,871 (3,034,506) (2,408,023) 1,828,293 400,918 (1,529,569)
------------ ------------ ----------- ----------- ----------- ----------- -----------
Total Additions/
(Subtractions) (3,966,865) (1,402,128) 3,384,734 (2,135,301) 4,993,465 1,783,109 (1,125,936)
------------ ------------ ----------- ----------- ----------- ----------- -----------
Distributions to
Participants 52,181,439 20,111,634 7,178,722 1,931,580 1,728,563 1,700,024 438,584
Administrative Expense 314,564 90,507 77,871 11,091 24,991 9,329 7,735
------------ ------------ ----------- ----------- ----------- ----------- -----------
Total Deductions 52,496,003 20,202,141 7,256,593 1,942,671 1,753,554 1,709,353 446,319
------------ ------------ ----------- ----------- ----------- ----------- -----------
Net Increase/(Decrease) (56,462,868) (21,604,269) (3,871,859) (4,077,972) 3,239,911 73,756 (1,572,255)
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
------------ ------------ ----------- ----------- ----------- ----------- -----------
End of Year $326,195,728 $118,315,899 $39,618,930 $13,745,917 $18,586,313 $11,936,461 $ 4,897,736
============ ============ =========== =========== =========== =========== ===========
</TABLE>
Nonparticipant
Directed
--------
DRI Common
Stock
Fund
----
Investment Income:
Dividends $ 8,287,646
Interest and Other 14,279
-------------
Total 8,301,925
-------------
Realized (Loss) (3,976,344)
Unrealized Appreciation
(Depreciation) (26,411,459)
Transfer of Participants'
Assets to the Plan from
the Virginia Power Hourly
Employee Savings Plan 3,241,836
Contributions:
Participants
Participating Companies 8,713,218
Interfund Transfers, Net 666,016
------------
Total Additions/
(Subtractions) (9,464,808)
------------
Distributions to
Participants 19,092,332
Administrative Expense 93,040
------------
Total Deductions 19,185,372
------------
Net Increase/(Decrease) (28,650,180)
Net Assets Available
for Plan Benefits:
Beginning of Year 147,744,652
------------
End of Year $119,094,472
============
F-16
<PAGE>
13. Right to Terminate
Although it has not expressed any intent to do so, 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.
14. Unrealized Appreciation/Depreciation
For 1994 through 1996, the net change in unrealized appreciation (depreciation)
on investments was as follows:
1996 1995 1994
---- ---- ----
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $ 2,601,244 $31,861,335 $(51,528,211)
U.S. Treasury Bill 112,656
U.S. Treasury Notes (313,351)
Mutual Funds 1,037,481 5,217,311 (3,568,088)
----------- ----------- ------------
3,638,725 37,191,302 (55,409,650)
Investments at Estimated
Fair Value:
Common/Collective Trust Funds 4,991,446 9,858,805 700,313
----------- ----------- ------------
$ 8,630,171 $47,050,107 $(54,709,337)
=========== =========== ============
15. 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.
1996 1995 1994
---- ---- ----
Investments at Fair Value
as Determined by Quoted
Market Price:
Common Stock $(21,893,383) $2,753,725 $(7,766,297)
U.S. Treasury Notes 102,473 (192,474)
Mutual Funds 1,787,621 175,324 (733,094)
------------ --------- -----------
(20,105,762) 3,031,522 (8,691,865)
Investments at Estimated
Fair Value:
Common/Collective Trust Funds 3,605,296 676 32,838
------------ ---------- -----------
$(16,500,466) $3,032,198 $(8,659,027)
============ ========== ===========
F-17
<PAGE>
16. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments exceeding 5% of the
Plan's net assets at each year end:
1996 1995
---- ----
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock
DRI Common Stock $228,662,129 $268,581,579
Mutual Funds 61,943,145 37,551,268
------------ ------------
290,605,274 306,132,847
Investments at Estimated Fair
Value:
Common/Collective Trusts 97,065,692
NationsBank Employee
Benefit Stable Capital Fund 29,971,471
Mellon National Bank Employee
Benefit Stock Index Fund 36,203,926
------------ ------------
$387,670,966 $372,308,244
============ ============
F-18
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1996
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Description Current
Cost Value
---- -----
Dominion Resources Common Stock $194,533,684 $228,662,129
------------ ------------
Common/Collective Trusts
TBC Inc Pooled Employee Funds Daily
Liquidity Fund 617,180 617,180
Certus Stable Value Fund 39,215,119 39,215,119
Mellon S&P 500 Index Daily Fund 52,188,107 57,233,393
------------ ------------
92,020,406 97,065,692
------------ ------------
Mutual Funds
Crabbe Huson Equity Fund Inc. 7,273,379 7,039,667
Dreyfus Balanced Fund Inc. 38,086,414 39,029,616
Premier Managed Income Fund 1,478,616 1,490,159
Templeton Foreign Fund Inc. 4,397,897 4,537,727
Warburg Pincus Emerging Growth Fund 9,587,144 9,845,976
------------ ------------
60,823,450 61,943,145
------------ ------------
Participant Loans bearing
interest from 7.5% to 9.5% with
maturities up to a maximum of
60 months 7,130,991 7,130,991
------------ ------------
Cash 2,709 2,709
------------ ------------
Total Assets Held For Investment $354,511,240 $394,804,666
============ ============
F-19
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1996
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
The assets of the Dominion Resources, Inc. Employee Savings Plan were combined
with the assets of the Virginia Power Hourly Employee Savings Plan in a master
trust for investment purposes until June 1, 1996. Effective June 1, 1996, a new
master trust was established which does not combine the assets of the Dominion
Resources, Inc. Employee Savings Plan with the assets of the Virginia Power
Hourly Employee Savings Plan, except for the Certus Stable Value Fund. Such
schedules report the 5% transactions which transpired in 1996 for the master
trusts and were filed in paper format as Exhibit 99(I).
F-20
Exhibit 99(ii)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-09167 of Dominion Resources, Inc. on Form S-8 of our report dated June 24,
1997, appearing in this Annual Report on Form 11-K of Dominion Resources, Inc.
Employee Savings Plan for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Richmond, Virginia
June 24, 1997
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.
For the fiscal year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934.
For the transition period from __________ to ___________
Commission File number 333-09167
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
-----
Independent Auditors' Report F-2
Financial Statements:
Statements of Net Assets Available for Plan
Benefits as of December 31, 1996 and 1995 F-3
Statements of Changes in Net Assets Available
for Plan Benefits for the Year Ended
December 31, 1996 and for the period
October 1, 1995 (Inception) to
December 31, 1995 F-4
Notes to Financial Statements F-5 - F-16
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-17
Item 27d - Schedule of Reportable Transactions F-18
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 Subsidiary
Savings Plan as of December 31, 1996 and 1995 and for the year ended December
31, 1996 and the period October 1, 1995 (inception) to December 31, 1995. 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, 1996
and 1995, and the changes in net assets available for plan benefits for the year
ended December 31, 1996 and the period October 1, 1995 to 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, 1996 and 2)
reportable transactions for the year ended December 31, 1996 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 1996 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 25, 1997
F-2
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
-----------------
<CAPTION>
December 31,
--------------------------------
ASSETS 1996 1995
------ ---- ----
<S> <C>
Dominion Resources, Inc., Common stock $287,672 $27,225
Common/Collective Trusts 254,142 10,207
Mutual Funds 345,441 31,476
Loans to Participants at Face Value 4,001
Temporary Cash Investments 15,429
Cash 189
-------- --------
Total Investments 891,256 84,526
Interest Receivable 4,503 27
Contributions Receivable:
Participants 30,679 21,401
Participating companies 11,025 8,883
Other Receivables 4,859
-------- --------
Total $942,322 $114,837
======== ========
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Other Liabilities $ 13,606
Net Assets Available For Plan Benefits 928,716 $114,837
-------- --------
Total $942,322 $114,837
======== ========
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
-----------------
<CAPTION>
For the Period
For the year October 1, 1995
Ended (Inception) to
December 31, December 31,
1996 1995
---- ----
Investment income:
Dividends $ 15,570 $ 75
Interest and other 2,589 366
------- -------
Total investment income 18,159 441
Net appreciation in fair value
of investments 29,599 363
Transfer of participants'
assets to the Plan from other
predecessor plans 69,780 28,147
Contributions:
Participants 625,638 59,725
Participating companies 191,750 26,161
------- --------
Total additions 934,926 114,837
------- --------
Distributions to participants 118,266
Administrative expense 2,781
Total deductions 121,047 0
------- --------
Net increase 813,879 114,837
Net assets available for Plan
benefits:
Beginning of year 114,837
------- --------
End of year $928,716 $114,837
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. 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 or DRI), offers its common stock along with other investment options
(see footnote 7 for additional information) to participants in the 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.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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 accounting period.
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 common/collective 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.
Loans are stated at cost, which is assumed to equal current value. The Certus
Stable Value Fund, which consists of investment contracts, is valued at fair
value which approximates contract value. Contract value represents contributions
made under the contract, plus earnings, less Plan withdrawals and administrative
expenses.
Distributions:
Distributions from the Plan are recorded on the valuation date when a
participant terminated employment, retired, or submitted a valid withdrawal
request.
F-5
<PAGE>
Distributions Payable to Participants Who Have Withdrawn From Participation:
As of December 31,1996, net assets available for Plan benefits included benefits
of $17,189 due to participants who have withdrawn from participation in the
Plan. There were no distributions payable at December 31, 1995.
2. Change in Trustee
Effective June 1, 1996, Mellon Trust, Mellon Bank, N.A. became the Trustee of
the Plan. The prior Trustee was Signet Trust Company with respect to the
Dominion Resources Common Stock, America's Utility, Equity Index, and Balanced
Fund. Nationsbank served as Trustee of the Plan with respect to the Interest
Bearing Fund.
3. Plan Participants
The affiliates of Dominion Resources (the "Participating Companies") which have
adopted the Plan are: Dominion Land Management Company; Carthage Energy
Services, Inc.; Waterford Management Company; Stonehouse Management Company;
Saxon Mortgage, Inc.; Meritech Mortgage Services, Inc.; America's MoneyLine,
Inc.; Mortgage Finance, Inc.; Governor's Land Management Company, Inc.; Old
North State Management Company; and Dominion Appalachian Development, Inc.
Eligible participants are employees of the Participating Companies 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 203 and 96 participants in the Plan as of December 31, 1996 and 1995,
respectively.
4. Contributions - Prior to June 1, 1996
Under the terms of the Plan, participants could make contributions to the Plan
with before-tax dollars.
A maximum of 10% of the participant's eligible earnings could 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.
Contributions - Effective June 1, 1996
A maximum of 17% of the participant's eligible earnings can be invested in the
Plan. Of this 17%, up to 12% can be invested on a tax-deferred basis. 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.
5. Vesting Provisions - Prior to June 1, 1996
Participants become vested in their own contributions immediately and in the
Participating Companies' matching contributions after three years of vesting
F-6
<PAGE>
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.
Vesting Provisions - Effective June 1, 1996
Participants become vested in their own contributions and the earnings on these
amounts immediately and in the Participating Companies' matching contributions
and earnings after 3 years of service.
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. Such
forfeitures amounted to $1,496 for the year ended December 31, 1996. No
forfeitures occurred for the year ended December 31, 1995.
7. Investment Options - Prior to June 1, 1996
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.
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 one to five year period.
Participating Companies' matching contributions are invested only in the DRI
Common Stock Fund and cannot be transferred to other funds.
Employee contributions could be invested in any option (except the loan fund) in
10% increments totaling to 100%. Changes in investment options could be selected
four times a year, to be effective the first day of each quarter.
F-7
<PAGE>
Investment Options - Effective June 1, 1996
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.
Certus Stable Value Fund - The fund's goal is stability of principal and high
current income. It invests in investment contracts of insurance companies and
commercial banks and U.S. Government or agency backed bonds.
Premier Managed Income Fund - The fund's goal is high current income, but is
subject to volatility of principal, due to changes in interest rates. It invests
mainly in U. S. Government securities and corporate bonds, but may also invest
in foreign securities.
Dreyfus Balanced Fund, Inc. - The fund's goal is to provide long term capital
growth and current income. It invests in equities, fixed income securities
and cash equivalents.
Equity Index Fund - The fund's goal is to match the performance of the Standard
& Poor's 500 Composite Stock Price Index. The fund invests primarily in the 500
stocks of the S&P 500 and may also invest in exchange traded options and
financial futures.
The Crabbe Huson Equity Fund, Inc. - The fund's goal is to provide long-term
capital growth by investing in stock that has the greatest potential for
capital appreciation. The fund may invest in domestic and foreign securities.
Warburg Pincus Emerging Growth Fund - The fund's goal is maximum capital growth
by investing in equity securities of primarily domestic emerging growth
companies.
Templeton Foreign Fund - The fund's goal is long-term capital growth by
investing primarily in foreign securities.
Loan Fund - Participants are allowed to borrow against their vested balance and
repay the amount over a one to five year period.
Participating Companies' matching contributions are originally invested in DRI
Common Stock. However, participants who are under age 50 may transfer 50% of the
value of the stock in the Company Match Account into another investment option,
while participants who are age 50 and over may transfer 100% of the value of the
Company Match Account.
Employee contributions may be invested in any option (except the loan fund) in
1% increments totaling to 100%. Changes in investment options may be made at any
time and become effective with the subsequent pay period. Participants can make
unlimited transfers among existing fund balances.
8. 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
F-8
<PAGE>
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. 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:
o 50% of the vested account balance or
o $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. Valuation of Investment Contracts
Effective January 1, 1996, the Plan adopted the provision of AICPA Statement of
Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined-Contribution Pension Plans." Certus Stable Value
Fund's investment contracts are fully-benefit responsive and have been presented
on the financial statements at fair value which approximates contract value. The
contract value is estimated at $80,418 at December 31, 1996. The underlying
investment contracts are carried at variable and fixed rates with expiration
dates through 2007. The average yield on the contracts is estimated at 6.54% at
December 31, 1996.
11. Fund Information
Statements of Net Assets Available for Plan Benefits by Fund at December 31,
1996 and 1995, and Statements of Changes in Net Assets Available for Plan
Benefits by Fund for the year ended December 31, 1996 and the period October 1,
1995 (Inception) to December 31, 1995 follow:
F-9
<PAGE>
<TABLE>
Dominion Subsidiary Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------
Mellon EB Daily
DRI Common Certus Stable Dreyfus Liquidity Index Crabbe Huson
Stock Fund Value Fund Balanced Fund Fund Equity Fund, Inc.
---------- ---------- ------------- ---- -----------------
Assets
<S> <C>
Common Stock $115,069
Common/Collective Trust 5,984 $ 80,043 $154,817
Mutual Funds $169,771 $ 70,811
Loans Receivable
Interest Receivable 1,647 370
Contribution Receivable:
Participants 2,377 4,672 4,587 6,094 5,052
Participating Companies
Other Receivables 2,636 172
Total Assets $125,077 $ 85,085 $176,994 $160,911 $ 76,035
======== ======== ======== ======== ========
Liabilities and Net Assets Available
for Plan Benefits
Other Liabilities $ 8,058 $ (224)
Net Assets Available for Plan
Benefits 117,019 $ 85,085 $176,994 161,135 $ 76,035
-------- -------- -------- -------- --------
Total Liabilities and Net Assets
Available for Plan Benefits $125,077 $ 85,085 $176,994 $160,911 $ 76,035
======== ======== ======== ======== ========
</TABLE>
F-10
<PAGE>
<TABLE>
Dominion Subsidiary Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
--------------------------------------------------- --------
Premier Templeton Warburg Pincus
Managed Foreign Emerging Growth DRI Common
Income Fund Fund Fund Loan Fund Stock Fund Total
----------- ---- ---- --------- ---------- -----
<S> <C>
Assets
Common Stock $172,603 $287,672
Common/Collective Trust $ 3,325 9,973 254,142
Mutual Funds $ 18,412 $ 25,859 $ 60,588 345,441
Loans Receivable 4,001 4,001
Interest Receivable 15 2,471 4,503
Contribution Receivable:
Participant 754 1,960 5,183 30,679
Participating Companies 11,025 11,025
Other Receivables 813 1,238 4,859
-------- -------- -------- -------- -------- --------
Total Assets $ 19,166 $ 28,632 $ 67,009 $ 7,341 $196,072 $942,322
======== ======== ======== ======== ======== ========
Liabilities and Net Assets Available
for Plan Benefits
Other Liabilities $ 5,772 $ 13,606
Net Assets Available for Plan
Benefits $ 19,166 $ 28,632 $ 67,009 $ 7,341 190,300 928,716
-------- -------- -------- -------- -------- --------
Total Liabilities and Net Assets
Available for Plan Benefits $ 19,166 $ 28,632 $ 67,009 $ 7,341 $196,072 $942,322
======== ======== ======== ======== ======== ========
</TABLE>
F-11
<PAGE>
<TABLE>
Dominion Subsidiary Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1995
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed
----------------------------------------------------------------------
Dominion
Resources, Inc. Interest Equity America's
Common Stock Bearing Index Utility
Assets Total Fund Fund Fund Fund
- ------ ------- ------------- ------ --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Equities
(cost $41,866) $ 42,102 $ 9,947 $ $7,739
Interest Bearing
Securities
(cost $16,472) 16,599
Nationsbank Cash
Reserves Capital
Class 10,207 $10,207
------- -------- -------
Total investments
in securities 68,908 9,947 10,207 7,739
Temporary cash
investments at cost
(approximates fair
value) 15,429 15,275
Cash 189
Contributions receivable:
Participants 21,401 2,089 400 7,972 2,385
Participating Companies 8,883
Interest receivable 27 27
-------- ------- -------
Total $114,837 $12,036 $10,634 $23,247 $10,124
======== ======= ======= ======= =======
Liabilities and
Net Assets Available
For Plan Benefits
Net Assets available
for Plan Benefits $114,837 $12,036 $10,634 $23,247 $10,124
-------- ------- ------- ------- --------
Total $114,837 $12,036 $10,634 $23,247 $10,124
======== ======= ======= ======= ========
</TABLE>
Nonparticipant
Directed
--------
Dominion
Resources, Inc.
Balanced Common Stock
Assets Fund Fund
- ------ ---------- ---------
Equities
(cost $41,866) $ 7,138 $17,278
Interest Bearing
Securities
(cost $16,472) 16,599
Nationsbank Cash
Reserves Capital
Class
Total investments
in securities 23,737 17,278
Temporary cash
investments at cost
(approximates fair
value) 154
Cash 189
Contributions receivable:
Participants 8,555
Participating Companies 8,883
Interest receivable
Total $32,635 $26,161
======= =======
Liabilities and
Net Assets Available
For Plan Benefits
Net Assets available
for Plan Benefits $32,635 $26,161
------- -------
Total $32,635 $26,161
======= =======
F-12
<PAGE>
<TABLE>
Dominion Subsidiary Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed
DRI Common Interest America's Equity Balanced Certus Stable Dreyfus
Stock Fund Bearing Fund Utility Fund Index Fund Fund Value Fund Balanced Fund
---------- ------------ ------------ ---------- ---- ---------- -------------
<S> <C>
Investment Income:
Dividends $ 3,810 $ 186 $ 555 $ 2,205
Interest and Other 148 $ 24 $ 443 $ 1,614
------- --------- ------- -------- ------- ------- -------
Total 3,958 24 186 443 555 1,614 2,205
Net appreciation
(depreciation) in fair
value of investments 34 253 (185) 11,138
Transfer of Participants'
Assets to the Plan from
other Plans 13,920 6,921 13,842
Contributions:
Participants 109,474 3,456 24,784 83,443 62,631 70,292 43,275
Participating Companies
Interfund Transfers, Net (48) (211) (1,486)
Transfer to New Trust
Funds (14,367) (34,979) (106,948) (95,668) 14,367 130,647
-------- ------- ------- -------- ------- ------- -------
Total Additions/
(Subtractions) 127,338 (10,634) (10,009) (23,247) (32,482) 92,983 199,621
-------- ------- ------- -------- -------- ------- --------
Distributions to
Participants 22,179 115 153 7,462 22,021
Administrative Expense 176 436 606
------- --------- ------- -------- ------- ------- -------
Total Deductions 22,355 115 153 7,898 22,627
------- --------- -------- -------- ------- ------- -------
Net Increase/(Decrease) 104,983 (10,634) (10,124) (23,247) (32,635) 85,085 176,994
Net Assets Available
for Plan Benefits:
Beginning of Year 12,036 10,634 10,124 23,247 32,635
------- --------- ------- -------- ------- ------- -------
End of Year $117,019 $ - $ - $ - $ - $85,085 $176,994
======== ========- ======== ======== ======= ======= ========
</TABLE>
F-13
<PAGE>
<TABLE>
Dominion Subsidiary Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed (Cont'd)
----------------------------------------------------------------------------------------------------
Warburg
Mellon EB Crabbe Huson Premier Templeton Pincus
Daily Liquidity Equity Managed Foreign Emerging
Index Fund Fund, Inc. Income Fund Fund Growth Fund Loan Fund
---------- ---------- ----------- ---- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 2,179 $ 192 $ 221 $ 502 $ $
Interest and Other 3 133
------- ------ -------- ------- -------- ------
Total 2,182 192 221 502 133
Net Appreciation
(Depreciation)in fair
value of investments 11,800 3,062 117 1,241 2,087
Transfer of Participants'
Assets to the Plan from
other Plans 6,970 13,940 7,069 98 7,020
Contributions:
Participants 71,049 59,590 11,879 26,972 58,793
Participating Companies
Interfund Transfers, Net (4,281) (507) (42) (63) (499) 7,208
Transfer to New Trust
Funds 106,948
Total Additions/
(Subtractions) 194,668 76,277 19,244 28,750 67,401 7,341
-------- ------- ------- ------- ------- ------
Distributions to
Participants 32,989 74
Administrative Expense 544 242 78 118 318
------- ------- ------- ------- ------- ------
Total Deductions 33,533 242 78 118 392
------- ------- ------- ------- ------- ------
Net Increase/(Decrease) 161,135 76,035 19,166 28,632 67,009 7,341
Net Assets Available
for Plan Benefits:
Beginning of Year
------- ------- ------- ------- ------- ------
End of Year $161,135 $76,035 $19,166 $28,632 $67,009 $7,341
======== ======= ======= ======= ======= ======
</TABLE>
Non-participant
Directed
--------
DRI Common
Stock Fund Total
---------- -----
Investment Income:
Dividends $5,720 $ 15,570
Interest and Other 224 2,589
------ --------
Total 5,944 18,159
Net Appreciation
(Depreciation)in fair
value of investments 52 29,599
Transfer of Participants'
Assets to the Plan from
other Plans 69,780
Contributions:
Participants 625,638
Participating Companies 191,750 191,750
Interfund Transfers, Net (71)
Transfer to New Trust
Funds
Total Additions/
(Subtractions) 197,675 934,926
-------- --------
Distributions to
Participants 33,273 118,266
Administrative Expense 263 2,781
-------- -------
Total Deductions 33,536 121,047
-------- --------
Net Increase/(Decrease) 164,139 813,879
Net Assets Available
for Plan Benefits:
Beginning of Year 26,161 114,837
-------- --------
End of Year $190,300 $928,716
======== ========
F-14
<PAGE>
<TABLE>
Dominion Subsidiary Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Period October 1, 1995 (Inception) to December 31, 1995
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed
Dominion
Resources, Inc. Interest Equity
Common Stock Bearing Index
Total Fund Fund Fund
---------- ------------- --------- ------------
<S> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 75 $ $ $
Interest 366 27
------ -------- -------- --------
Total investment income 441 27
Net appreciation in
fair value of investments 363 161
Transfer of participants'
assets from a
predecessor plan to
the Dominion Subsidiary
Savings Plan 28,147 4,664 9,413 829
Contributions:
Participants 59,725 7,211 1,194 22,418
Participating
companies 26,161
------- ------- ------- -------
Net increase 114,837 12,036 10,634 23,247
Net assets available for Plan benefits:
Beginning of year 0 0 0 0
-------- ------- ------- -------
End of year $114,837 $12,036 $10,634 $23,247
======== ======= ======= =======
Nonparticipant
Directed
Dominion
America's Resources, Inc.
Utility Balanced Common Stock
Fund Fund Fund
----------- ---------- ---------
<S> <C>
Investment income:
Dividends $ 75 $ $
Interest 339
------- -------
Total investment income 75 339
Net appreciation in
fair value of investments 43 159
Transfer of participants'
assets from a
predecessor plan to
the Dominion Subsidiary
Savings Plan 3,548 9,693
Contributions:
Participants 6,458 22,444
Participating
companies 26,161
------- -------- -------
Net increase 10,124 32,635 26,161
Net assets available for Plan benefits:
Beginning of year 0 0 0
------- ------- -------
End of year $10,124 $32,635 $26,161
======= ======= =======
</TABLE>
F-15
<PAGE>
12. 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 the Participating Companies.
13. Net Appreciation/Depreciation
During 1996 and 1995, the Plan's investments (including investments bought,
sold, and held during the year) appreciated as follows:
1996 1995
---- ----
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $ 86 $161
Mutual Funds 17,460 202
------- ----
17,546 363
------- ----
Investments at Estimated
Fair Value:
Common/Collective Trust Funds 12,053
------- ----
Net change in fair value $29,599 $363
======= ====
14. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments exceeding 5% of the
Plan's net assets at each year end:
1996 1995
---- ----
Investments at Fair Value as
Determined by Quoted Market
Price:
DRI Common Stock $287,672 $27,225
Mutual Funds 345,441 31,476
-------- -------
$633,113 $58,701
======== =======
Investments at Estimated Fair Value:
Common/Collective Trusts $254,142 $10,207
Temporary Cash Investments 15,429
-------- ------
$254,142 $25,636
======== =======
F-16
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1996
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<CAPTION>
Description Current
Cost Value
---- -----
<S> <C>
Dominion Resources Common Stock $289,922 $287,672
------- -------
Common/Collective Trusts
TBC Inc Pooled Employee Funds Daily
Liquidity Fund 19,282 19,282
Certus Stable Value Fund 80,043 80,043
Mellon S&P 500 Index Daily Fund 143,043 154,817
------- -------
242,368 254,142
------- -------
Mutual Funds
Crabbe Huson Equity Fund Inc. 72,087 70,811
Dreyfus Balanced Fund Inc. 165,179 169,771
Premier Managed Income Fund 18,296 18,412
Templeton Foreign Fund Inc. 24,941 25,859
Warburg Pincus Emerging Growth Fund 58,671 60,588
------- -------
339,174 345,441
------- -------
Participant Loan bearing interest
at 9.25% maturing in 60 months 4,001 4,001
-------- -----
Total Assets Held For Investment $875,465 $891,256
======== ========
</TABLE>
F-17
<PAGE>
DOMINION RESOURCES, INC.
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1996
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Schedules that report the 5% transactions which transpired in 1996 for this
trust were filed in paper format as Exhibit 99 (iii).
F-18
Exhibit 99(iv)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-62705 of Dominion Resources, Inc. on Form S-8 of our report dated June 25,
1997, appearing in this Annual Report on Form 11-K of Dominion Resources, Inc.
Dominion Subsidiary Savings Plan for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Richmond, Virginia
June 25, 1997
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.
For the fiscal year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934.
For the transition period from __________ to ___________
Commission File number 333-09167
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, 1996 and 1995 F-3
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1996, 1995 and 1994 F-4
Notes to Financial Statements F-5 - F-18
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-19
Item 27d - Schedule of Reportable Transactions F-20
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 (the Plan) as of December 31, 1996 and 1995 and for
each of the three years in the period ended December 31, 1996, 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, 1996
and 1995, and the changes in net assets available for plan benefits for each of
the three years in the period ended December 31, 1996 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, 1996 and 2)
reportable transactions for the year ended December 31, 1996 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 1996 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 24, 1997
F-2
<PAGE>
<TABLE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
-----------------
<CAPTION>
December 31,
ASSETS 1996 1995
------ ---- ----
<S> <C>
Dominion Resources, Inc., Common stock $65,756,889 $68,877,678
Common/Collective Trusts 18,895,152 13,725,090
Mutual Funds 4,095,047
Loans to Participants at Face Value 2,171,916 1,147,921
Short Term Investments
Temporary Cash Investments 860,047
U.S. Treasury Bill 3,100,670
Cash 76 14,347
----------- -----------
Total Investments 90,919,080 87,725,753
Interest Receivable 94,358 8,438
Contributions Receivable 7,544
Other Receivables 129,499 12,107
----------- -----------
Total $91,142,937 $87,753,842
=========== ===========
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distributions payable to participants $ 148,614
Other liabilities $ 2,055 14,175
Net assets available for Plan benefits 91,140,882 87,591,053
----------- -----------
Total $91,142,937 $87,753,842
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
-----------------
For the Years Ended December 31,
--------------------------------
1996 1995 1994
---- ---- ----
Investment income:
Dividends $ 4,432,457 $ 4,012,680 $ 3,630,373
Interest and other 868,746 285,800 379,276
----------- ----------- -----------
Total investment income 5,301,203 4,298,480 4,009,649
Realized gain (loss) (3,022,528) 718,240 (1,799,289)
Unrealized appreciation
(depreciation) 446,417 8,284,039 (11,569,787)
Contributions:
Participants 7,393,173 6,814,194 6,766,781
Participating companies 3,223,090 3,144,158 2,975,733
----------- ----------- -----------
Total additions 13,341,355 23,259,111 383,087
----------- ----------- -----------
Distributions to
participants 7,626,380 4,784,785 5,071,563
Administrative expense 76,644 85,552 72,343
Transfer of participants'
assets from the Plan to
other plans 2,088,502 325,430 8,319,378
----------- ----------- -----------
Total deductions 9,791,526 5,195,767 13,463,284
----------- ----------- -----------
Net increase (decrease) 3,549,829 18,063,344 (13,080,197)
Net assets available for Plan benefits:
Beginning of year 87,591,053 69,527,709 82,607,906
----------- ----------- -----------
End of year $91,140,882 $87,591,053 $69,527,709
=========== =========== ===========
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
General:
Dominion Resources, Inc. (Dominion Resources or DRI), offers its common stock
along with other investment options (see footnote 7 for additional information)
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.
For additional information concerning the Plan, see Plan documents.
1. Summary of Significant Accounting Policies
The Plan financial statements are prepared using the accrual basis of
accounting.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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 accounting period.
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 common/collective 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.
Loans are stated at cost, which is assumed to equal current value. The Certus
Stable Value Fund, which consists of investment contracts, is valued at fair
value which approximates contract value. Contract value represents contributions
made under the contract, plus earnings, less Plan withdrawals and administrative
expenses.
Distributions:
Distributions from the Plan are recorded on the valuation date when a
participant terminated employment, retired, or submitted a valid withdrawal
request.
F-5
<PAGE>
2. Change in Trustee
Effective June 1, 1996, Mellon Trust, Mellon Bank, N.A. became the Trustee of
the Plan. The prior Trustee was Signet Trust Company with respect to the DRI
Common Stock Fund. Nationsbank served as Trustee of the Plan with respect to
the Interest Bearing Fund.
3. 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 3,134 and 3,297 participants in the Plan as of December 31, 1996 and
1995, respectively.
4. Contributions - Prior to June 1, 1996
Under the terms of the Plan, participants could make contributions to the Plan
under the Regular Option and the Savings Plus Option. The Regular Option allowed
participants to make after-tax contributions to the Plan. The Savings Plus
Option allowed participants to contribute to the Plan with before-tax dollars.
A maximum of 16% of the participant's eligible earnings could be invested in the
Plan. Of this 16%, up to 10% could 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.
Contributions - Effective June 1, 1996
A maximum of 17% of the participant's eligible earnings can be invested in the
Plan. Of this 17%, up to 12% can be invested on a tax-deferred basis. 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.
5. Vesting Provisions - Prior to June 1, 1996
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.
Vesting Provisions - Effective June 1, 1996
Participants become vested in their own contributions and the earnings on these
amounts immediately and in the Participating Companies' matching
F-6
<PAGE>
contributions and earnings after 3 years of service. Matching contributions vest
immediately for participants aged 55 or older.
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. Such
forfeitures amounted to $16,893, $11,759, and $14,265 for the years ended
December 31, 1996, 1995, and 1994, respectively.
7. Investment Options - Prior to June 1, 1996
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.
Loan Fund - Participants were allowed to borrow against their vested balance and
repay the amount over a three or four year period.
Participating Companies' matching contributions were invested only in the DRI
Common Stock Fund and could not be transferred to other funds.
Participants could elect to have 50% of their contributions invested in each of
the funds (except the Loan Fund) or to have 100% invested in either fund.
Investment Options - Effective June 1, 1996
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
Certus Stable Value Fund - The fund's goal is stability of principal and high
current income. It invests in investment contracts of insurance companies and
commercial banks and U.S. Government or agency backed bonds.
Premier Managed Income Fund - The fund's goal is high current income, but is
subject to volatility of principal, due to changes in interest rates. It invests
mainly in U. S. Government securities and corporate bonds, but may also invest
in foreign securities.
Dreyfus Balanced Fund, Inc. - The fund's goal is to provide long term capital
growth and current income. It invests in equities, fixed income securities
and cash equivalents.
Equity Index Fund - The fund's goal is to match the performance of the Standard
& Poor's 500 Composite Stock Price Index. The fund invests primarily
F-7
<PAGE>
in the 500 stocks of the S&P 500 and may also invest in exchange traded options
and financial futures.
The Crabbe Huson Equity Fund, Inc. - The fund's goal is to provide long-term
capital growth by investing in stock that has the greatest potential for
capital appreciation. The fund may invest in domestic and foreign securities.
Warburg Pincus Emerging Growth Fund - The fund's goal is maximum capital growth
by investing in equity securities of primarily domestic emerging growth
companies.
Templeton Foreign Fund - The fund's goal is long-term capital growth by
investing primarily in foreign securities.
Loan Fund - Participants are allowed to borrow against their vested balance and
repay the amount over a one to five year period.
Participating Companies' matching contributions are originally invested in DRI
Common Stock. However, participants who are under age 50 may transfer 50% of the
value of the stock in the Company Match Account into another investment option,
while participants who are age 50 and over may transfer 100% of the value of the
Company Match Account.
Employee contributions may be invested in any option (except the loan fund) in
1% increments totaling to 100%. Changes in investment options may be made at any
time and become effective with the subsequent pay period. Participants can make
unlimited transfers among existing fund balances.
8. 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 pre-tax 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.
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-8
<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. Distributions Payable to Participants Who Have Withdrawn From Participation
As of December 31,1995, net assets available for Plan benefits included benefits
of $71,746 due to participants who have withdrawn from participation in the
Plan. There were no distributions payable at December 31, 1996.
11. Valuation of Investment Contracts
Effective January 1, 1996, the Plan adopted the provision of AICPA Statement of
Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined-Contribution Pension Plans." Certus Stable Value
Fund's investment contracts are fully-benefit responsive and have been presented
on the financial statements at fair value which approximates contract value. The
contract value is estimated at $17,864,264 at December 31, 1996. The underlying
investment contracts are carried at variable and fixed rates with expiration
dates through 2007. The average yield on the contracts are estimated at 6.54% at
December 31, 1996.
12. Fund Information
Statements of Net Assets Available for Plan Benefits by Fund at December 31,
1996 and 1995, and Statements of Changes in Net Assets Available for Plan
Benefits by Fund for the years ended December 31, 1996, 1995, and 1994 follows:
F-9
<PAGE>
<TABLE>
Virginia Power
Hourly Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed
Mellon EB Daily
DRI Common Certus Stable Dreyfus Liquidity Index
Stock Fund Value Fund Balanced Fund Fund
---------- ---------- ------------- ----
<S> <C> <C> <C> <C> <C> <C>
Assets
Common Stock $31,885,516
Common/Collective Trust 145 $17,778,061 $1,045,583
Mutual Funds $504,921
Loans Receivable
Interest Receivable 878 91,792
Other Receivables 62,279
Cash
Total Assets $31,948,818 $17,869,853 $504,921 $1,045,583
=========== =========== ======== ==========
Liabilities and Net Assets
Available for Plan Benefits
Other Liabilities $ 24 $ 278
Net Assets Available for Plan
Benefits 31,948,794 17,869,853 504,643 1,045,583
----------- ----------- -------- ----------
Total Liabilities & Net Assets
Available for Plan Benefits $31,948,818 $17,869,853 $504,921 $1,045,583
=========== =========== ======== ==========
</TABLE>
Premier
Crabbe Huson Managed
Equity Fund, Inc. Income Fund
----------------- -----------
Assets
Common Stock
Common/Collective Trust
Mutual Funds $1,221,285 $81,508
Loans Receivable
Interest Receivable
Other Receivables 660
Cash
Total Assets $1,221,945 $81,508
========== =======
Liabilities and Net Assets
Available for Plan Benefits
Other Liabilities $ 105
Net Assets Available for Plan
Benefits 1,221,945 81,403
---------- -------
Total Liabilities & Net Assets
Available for Plan Benefits $1,221,945 $81,508
========== =======
F-10
<PAGE>
<TABLE>
Virginia Power
Hourly Employee Savings Plan
Statement of Net Assets Available for Plan Benefits by Fund
December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Participant Directed (Cont'd)
-----------------------------
Templeton Warburg Pincus
Foreign Emerging Growth
Fund Fund Loan Fund
---- ---- ---------
<S> <C> <C> <C> <C> <C>
Assets
Common Stock
Common/Collective Trust $ 71,210
Mutual Funds $487,025 $1,800,308
Loans Receivable 2,171,916
Interest Receivable 312
Other Receivables 403
Cash 76
-------- ---------- ---------
Total Assets $487,428 $1,800,308 $2,243,514
======== ========== ==========
Liabilities and Net Assets Available
for Plan Benefits
Other Liabilities $ 1,622
Net Assets Available for Plan
Benefits $487,428 1,798,686 $2,243,514
-------- ---------- ----------
Total Liabilities and Net Assets
Available for Plan Benefits $487,428 $1,800,308 $2,243,514
======== ========== ==========
Non-Participant
Directed
--------
DRI Common
Stock Fund Total
---------- -----
<S> <C>
Assets
Common Stock $33,871,373 $65,756,889
Common/Collective Trust 153 18,895,152
Mutual Funds 4,095,047
Loans Receivable 2,171,916
Interest Receivable 1,376 94,358
Other Receivables 66,157 129,499
Cash 76
----------- -----------
Total Assets $33,939,059 $91,142,937
=========== ===========
Liabilities and Net Assets Available
for Plan Benefits
Other Liabilities $ 26 $ 2,055
Net Assets Available for Plan
Benefits 33,939,033 91,140,882
----------- -----------
Total Liabilities and Net Assets
Available for Plan Benefits $33,939,059 $91,142,937
=========== ===========
F-11
</TABLE>
<PAGE>
<TABLE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
<CAPTION>
Supplemental Information by Fund
--------------------------------
Participant Directed
--------------------
Dominion
Resources, Inc. Interest
Common Stock Bearing
Total 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
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
Loans to participants at
face value 1,147,921
Temporary cash investments
at cost (approximates
market value) 860,047 13,089 833,099
U.S. Treasury Bill at market
value (cost $3,058,919) 3,100,670 3,100,670
Cash 14,347 5,956 2,084
Contributions receivable 7,544 3,150 2,015
Interfund receivable (payable) (6,457) (11,589)
Interest receivable 8,438 56 8,322
Other receivables 12,107 12,107
----------- -----------
Total $87,753,842 $33,481,790 $17,659,691
=========== =========== ===========
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distribution payable to
participants $ 148,614 $ 54,992 $ 35,439
Other liabilities 14,175 14,155 20
Net assets available for
Plan benefits 87,591,053 33,412,643 $17,624,232
----------- ----------- -----------
Total $87,753,842 $33,481,790 $17,659,691
=========== =========== ===========
<CAPTION>
Nonparticipant
Directed
--------
Dominion
Resources, Inc.
Loan Common Stock
Fund Fund
---- ----
<S> <C> <C>
ASSETS
Investments in securities:
Dominion Resources, Inc.,
1,669,762 shares of common
stock at market value
(cost $57,550,808) $35,423,789
Common Trust Fund
(Cost $11,952,317)
Total investments in securities 35,423,789
Loans to participants at
face value $ 1,147,921
Temporary cash investments
at cost (approximates
market value) 13,859
U.S. Treasury Bill at market
value (cost $3,058,919)
Cash 6,307
Contributions receivable 2,379
Interfund receivable (payable) 28,901 (10,855)
Interest receivable 60
Other receivables
Total $ 1,176,822 $35,435,539
=========== ===========
LIABILITIES AND NET ASSETS
AVAILABLE FOR PLAN BENEFITS
Distribution payable to
participants $ 58,183
Other liabilities
Net assets available for
Plan benefits $ 1,176,822 35,377,356
----------- -----------
Total $ 1,176,822 $35,435,539
=========== ===========
</TABLE>
F-12
<PAGE>
<TABLE>
Virginia Power
Hourly Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C>
Participant Directed
--------------------------------------------------------------------------------------------------
Interest Dreyfus Mellon EB Daily Crabbe
DRI Common Bearing Certus Stable Balanced Liquidity Index Huson Equity
Stock Fund Fund Value Fund Fund Fund Fund, Inc.
---------- ---- ---------- ---- ---- ----------
Investment Income:
Dividends $ 2,146,471 $ 4,890 $ 7,035 $ 4,024
Interest and Other 7,888 $ 206,703 $ 605,827 23 107
----------- ----------- ----------- -------- ---------- ----------
Total 2,154,359 206,703 605,827 4,913 7,142 4,024
----------- ----------- ----------- -------- ---------- ----------
Realized Gain (Loss) (444,469) 385,695 16,632 3,579 89,896
Unrealized Appreciation
(Depreciation) 181,056 11,276 52,848 (41,072)
Transfer of Participants'
Assets to (from) the Plan
from (to) other Plans (1,081,567) (42,940) (346,879) 5,058 10,511 (8,686)
Contributions:
Participants 2,596,342 1,118,896 1,594,793 304,229 419,871 410,399
Participating Companies
Interfund Transfers, Net (1,924,682) 123,612 (1,404,654) 169,982 571,104 782,016
Transfer to New Trust
Funds (18,217,523) 18,217,523
----------- ----------- ----------- -------- ---------- ----------
Total Additions/
(Subtractions) 1,481,039 (16,425,557) 18,666,610 512,090 1,065,055 1,236,577
----------- ----------- ----------- -------- ---------- ----------
Distributions to
Participants 2,909,682 1,175,122 763,662 6,388 17,987 13,206
Administrative Expense 35,206 23,553 33,095 1,059 1,485 1,426
----------- ----------- ----------- -------- ---------- ----------
Total Deductions 2,944,888 1,198,675 796,757 7,447 19,472 14,632
----------- ----------- ----------- -------- ---------- ----------
Net Increase/(Decrease) (1,463,849) (17,624,232) 17,869,853 504,643 1,045,583 1,221,945
Net Assets Available
for Plan Benefits:
Beginning of Year 33,412,643 17,624,232 0 0 0 0
----------- ----------- ----------- -------- ---------- ----------
End of Year $31,948,794 $ 0 $17,869,853 $504,643 $1,045,583 $1,221,945
=========== =========== =========== ======== ========== ==========
</TABLE>
F-13
<PAGE>
<TABLE>
Virginia Power Hourly
Employee Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For the Year Ended December 31, 1996
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
Non-participant
Participant Directed (Cont'd) Directed
----------------------------- --------
Warburg
Premier Templeton Pincus
Managed Foreign Emerging DRI Common
Income Fund Fund Growth Fund Loan Fund Stock Fund Total
----------- ---- ----------- --------- ---------- -----
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 1,445 $ 9,236 $ 2,259,356 $ 4,432,457
Interest and Other $ 40,133 8,065 868,746
------- -------- ---------- ---------- ----------- -----------
Total Investment Income 1,445 9,236 40,133 2,267,421 5,301,203
------- -------- ---------- ---------- ----------- -----------
Realized Gain (Loss) 7 5,282 $ 3,796 (3,082,946) (3,022,528)
Unrealized Appreciation
(Depreciation) 827 15,024 40,110 186,348 446,417
Transfer of Participants'
Assets to (from) the Plan
from (to) other Plans (343) (9,241) (25,514) (9,478) (579,423) (2,088,502)
Contributions:
Participants 59,997 198,711 689,935 7,393,173
Participating Companies 3,223,090 3,223,090
Interfund Transfers, Net 22,145 275,524 1,111,055 1,185,433 $ (911,535)
------- -------- ---------- ---------- -----------
Total Additions/
(Subtractions) 84,078 494,536 1,819,382 1,216,088 1,102,955 11,252,853
------- -------- ---------- ---------- ----------- -----------
Distributions to
Participants 2,466 6,439 18,216 216,506 2,496,706 7,626,380
Administrative Expense 209 669 2,480 (67,110) 44,572 76,644
------- -------- ---------- ---------- ----------- -----------
Total Deductions 2,675 7,108 20,696 149,396 2,541,278 7,703,024
------- -------- ---------- ---------- ----------- -----------
Net Increase/(Decrease) 81,403 487,428 1,798,686 1,066,692 (1,438,323) 3,549,829
Net Assets Available
for Plan Benefits:
Beginning of Year 0 0 0 1,176,822 35,377,356 87,591,053
------- -------- ---------- ---------- ----------- -----------
End of Year $81,403 $487,428 $1,798,686 $2,243,514 $33,939,033 $91,140,882
======= ======== ========== ========== =========== ===========
</TABLE>
F-14
<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>
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 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>
F-15
<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>
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 $26,120,117 $15,771,305 $1,357,943 $26,278,344
=========== =========== =========== ========== ===========
</TABLE>
F-16
<PAGE>
13. Right to Terminate
Although it has not expressed any intent to do so, 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.
14. Unrealized Appreciation/Depreciation
For 1994 through 1996, the net change in unrealized appreciation (depreciation)
on investments was as follows:
1996 1995 1994
---- ---- ----
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $367,404 $7,858,329 $(12,211,531)
U.S. Treasury Bill 21,285
U.S. Treasury Notes (410,716)
Mutual Funds 26,165
-------- ---------- ------------
393,569 7,879,614 (12,622,247)
Investments at Estimated
Fair Value:
Common/Collective Trust Funds 52,848 404,425 1,052,460
-------- ---------- ------------
$446,417 $8,284,039 $(11,569,787)
======== ========== ============
15. 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.
1996 1995 1994
---- ---- ----
Investments at Fair Value
as Determined by Quoted
Market Price:
Common Stock $(3,527,415) $676,426 $(1,755,892)
U.S. Treasury Notes 41,814 (71,154)
Mutual Funds 115,613
----------- -------- -----------
(3,411,802) 718,240 (1,827,046)
Investments at Estimated
Fair Value:
Common/Collective Trust Funds 389,274 27,757
----------- -------- -----------
$(3,022,528) $718,240 $(1,799,289)
=========== ======== ===========
F-17
<PAGE>
16. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments exceeding 5% of the
Plan's net assets at each year end:
1996 1995
---- ----
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock
DRI Common Stock $65,756,889 $68,877,678
Investments at Estimated Fair
Value:
Common/Collective Trusts 18,895,152
NationsBank Employee
Benefit Stable Capital Fund 13,725,090
----------- -----------
$84,652,041 $82,602,768
=========== ===========
F-18
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1996
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Description Current
Cost Value
---- -----
Dominion Resources Common Stock $58,112,756 $65,756,889
----------- -----------
Common/Collective Trusts
TBC Inc Pooled Employee Funds Daily
Liquidity Fund 71,508 71,508
Certus Stable Value Fund 17,778,061 17,778,061
Mellon S&P 500 Index Daily Fund 990,036 1,045,583
----------- -----------
18,839,605 18,895,152
----------- -----------
Mutual Funds
Crabbe Huson Equity Fund Inc. 1,262,358 1,221,285
Dreyfus Balanced Fund Inc. 493,757 504,921
Premier Managed Income Fund 80,683 81,508
Templeton Foreign Fund Inc. 472,000 487,025
Warburg Pincus Emerging Growth Fund 1,760,198 1,800,308
----------- -----------
4,068,996 4,095,047
----------- -----------
Participant Loans bearing
interest from 7.5% to 9.5% with
maturities up to a maximum of
60 months 2,171,916 2,171,916
----------- -----------
Cash 76 76
----------- -----------
Total Assets Held For Investment $83,193,349 $90,919,080
=========== ===========
F-19
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1996
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
The assets of the Virginia Power Hourly Employee Savings Plan were combined with
the assets of the Dominion Resources, Inc. Employee Savings Plan in a master
trust for investment purposes until June 1, 1996. Effective June 1, 1996, a new
master trust was established which does not combine the assets of the Virginia
Power Hourly Employee Savings Plan with the assets of the Dominion Resources,
Inc. Employee Savings Plan, except for the Certus Stable Value Fund. Such
schedules report the 5% transactions which transpired in 1996 for the master
trusts and were filed in paper format as Exhibit 99(v).
F-20
Exhibit 99(vi)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-09167 of Dominion Resources, Inc. on Form S-8 of our report dated June 24,
1997, appearing in this Annual Report on Form 11-K of Virginia Power Hourly
Employee Savings Plan for the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
Richmond, Virginia
June 24, 1997
