SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
File No. 69-278
FOR FISCAL YEAR ENDED DECEMBER 31, 1996
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from
the Provisions of the Public Utility Holding Company
Act of 1935
To Be Filed Annually Prior to March 1
DOMINION RESOURCES, INC.
(Name of Company)
hereby files with the Securities and Exchange Commission pursuant to
Rule 2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and
submits the following information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt wholesale
generator (EWG) or foreign utility company in which claimant directly or
indirectly holds an interest as of December 31, 1996.
State of Location and
Name Organization Nature of Business
Dominion Resources, Inc. Virginia Richmond, Virginia -
Holding Company
Subsidiaries of Dominion Resources, Inc.
Virginia Electric and Power Company Virginia Virginia and North
Carolina- Electric
utility
Dominion Capital, Inc. (1) Virginia Richmond, Virginia -
Financial services,
land development
Dominion Energy, Inc. (1) Virginia Richmond, Virginia -
Nonutility power
production and gas and
oil development
Dominion U.K. Holding, Inc. Virginia Richmond, Virginia -
Holding company
Subsidiaries of Dominion U.K. Holding, Inc.
DEI U.K., Inc. Virginia Richmond, Virginia-
Equity holding
Dominion Energy U.K., Inc. Virginia Queensland, Australia-
Equity holding
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiary of Dominion Energy U.K., Inc., DEI U.K., Inc.
and DR Nottingham Investments
DR Investments United Kingdom United Kingdom -
Financing company
Subsidiary of DR Investments
DR Investments (UK) PLC United Kingdom United Kingdom -
Holding company and
issuer of debt
securities
Subsidiary of DEI U.K., Inc. and Dominion Energy U.K., Inc.
DR Nottingham Investments United Kingdom United Kingdom -Financing/
Holding company
Subsidiaries of Virginia Electric and Power Company
Virginia Power Fuel Corporation Virginia Richmond, Virginia -
Nuclear fuel
procurement
Virginia Power SPC-I, Inc. Virginia Richmond, Virginia -
Special purpose
corporation
A&C Enercom, Inc. Virginia Richmond, Virginia -
Sales of energy
services
Subsidiaries of Dominion Capital, Inc.
Rincon Securities Inc. New York Richmond, Virginia -
Investment company
Dominion Financing, Inc. Virginia Richmond, Virginia -
Special purpose
medium-term financing
subsidiary
Blue Ridge Securities, Inc. Virginia Richmond, Virginia -
Investment company
Louisiana Hydroelectric Virginia Richmond, Virginia -
Capital Corporation Investment company
Vidalia Audit, Inc. Virginia Richmond, Virginia -
Audit company for
hydroelectric project
America's Utility Fund Service Virginia Richmond, Virginia -
Company Mutual Fund
administrator
Project America, Inc. Virginia Richmond, Virginia -
Mutual Fund
broker-dealer
Rosemont/DCI Properties, Inc. Virginia Richmond, Virginia -
Real estate investment
Shoulders Hill/DCI Properties, Inc. Virginia Richmond, Virginia -
Real estate investment
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiaries of Dominion Capital, Inc. (continued)
Edgen, Inc. Delaware Richmond, Virginia -
Real estate holding
company
Stanton Associates, Inc. Virginia Norfolk, Virginia -
Real estate holding
company
Williams Court/DCI Properties, Inc. Virginia Richmond, Virginia -
Real estate investments
Dominion Lands, Inc. Virginia Richmond, Virginia -
Land development
Virginia Financial Ventures, Inc. Virginia Richmond, Virginia -
Commercial finance
Dominion Land Management Company Virginia Richmond, Virginia -
Real estate management
Trilon Dominion Partners, L.L.C. Delaware New York, New York -
Venture capital
investments
Dominion Venture Investments, Inc. Virginia Richmond, Virginia -
Middle market
commercial lending
Catalyst Old River Hydroelectric Louisiana Vidalia, Louisiana -
Limited Partnership Electric power
production
Electronic Lighting, Inc. Delaware Menlo Park, California
- Lighting control
systems
Dominion Mortgage Services, Inc. Virginia Richmond, Virginia -
Mortgage services
OptaCor Financial Services Company Virginia Linthicum, Maryland -
Direct mail unsecured
consumer loans
Stonehouse L.L.C. Virginia Toano, Virginia - Real
estate investment
Subsidiary of Stonehouse L.L.C.
Stonehouse Realty Company Virginia Toano, Virginia- Real
estate sales/marketing
Subsidiaries of Dominion Venture Investments,Inc.
Cambrian Capital Partners L.P. Delaware Houston, Texas -
Oil/Gas financial
lending
Cambrian Capital Corporation Delaware Houston, Texas -
Oil/Gas financial
lending
Subsidiary of Cambrian Capital Corporation
Triassic Energy Corporation Delaware Houston, Texas -
Oil/Gas financial
lending
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiary of Cambrian Capital Partners L.P. and Triassic Eneregy
Corporation
Triassic Energy Partners L.P. Delaware Houston, Texas -
Oil/gas financial
lending
Subsidiaries of Dominion Mortgage Services, Inc.
Meritech Mortgage Services, Inc. Texas Fort Worth, Texas -
Services mortgage loans
Mortgage Finance, Inc. Virginia Richmond, Virginia -
Broker/lender services
Saxon Asset Securities Company Virginia Richmond, Virginia -
Securitization
Saxon Holding, Inc. Virginia Richmond, Virginia -
Shell company
Subsidiaries of Saxon Holding, Inc.
Saxon Mortgage, Inc. Virginia Richmond, Virginia -
Mortgage originations
America's MoneyLine, Inc. Virginia Richmond, Virginia -
Direct marketing
Subsidiaries of Dominion Land Management Company
Bridgeway Management Company Virginia Suffolk, Virginia -
Real estate management
Governor's Land Management Virginia James City County,
Company, Inc. Virginia - Real estate
management
Old North State Management Company Virginia New London, North
Carolina - Real estate
management
Stonehouse Management Company Virginia Toano, Virginia - Real
estate management
Waterford Management Company Virginia Houston, Texas - Real
estate management
Subsidiaries of Trilon Dominion Partners, L.L.C.
Shepherd Surveillance Solutions, Inc. Nevada Manchester, New
Hampshire - Digital
imaging software
Advanced Materials Group, Inc. Nevada Carson, California -
Packaging and container
products
Caldera Technologies Corp. Canada Covington, Louisiana -
Water treatment systems
Wilshire Technologies, Inc. California Carlsbad, California -
Medical supplies
AccessWare, Inc. Delaware Houston, Texas -
Modular software
EPL Technologies, Inc. Colorado West Conshohocken,
Pennsylvania - Food
processing technologies
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiaries of Trilon Dominion Partners, L.L.C. (continued)
Morrison International Pennsylvania Sarasota, Florida -
Manufacture/market
vision correction
systems
Outlook Software Corporation Delaware Dallas, Texas -
Develop/market software
for real estate, small
business and consumers
Subsidiary of Stanton Associates, Inc.
Goodman Segar Hogan, Inc. Virginia Norfolk, Virginia -
Real estate company
Subsidiaries of Goodman Segar Hogan, Inc.
Stanton Associates One Virginia Norfolk, Virginia -
Real estate investment
Goodman Segar Hogan Hoffler, Inc. Virginia Norfolk, Virginia -
Real estate company
Denbigh Shopping Center Associates Virginia Norfolk, Virginia -
Real estate investment
GSH/Stanton Associates, L.P. Virginia Norfolk, Virginia -
Real estate investment
Stanton Associates Two Virginia Norfolk, Virginia -
Real estate investment
Hogan Stanton, Inc. Virginia Norfolk, Virginia -
Real estate investment
Hogan Stanton Properties, Inc. Virginia Norfolk, Virginia -
Real estate investment
Hogan Stanton Investment, Inc. Virginia Norfolk, Virginia -
Real estate investment
Air Cargo Associates Virginia Norfolk, Virginia -
Operating
Partnership-Real estate
Baxter Road Associates Virginia Norfolk, Virginia -
Operating
Partnership-Real estate
Goodman Segar Hogan of Virginia Norfolk, Virginia -
Orlando, Inc. Operating partnership -
Real estate
Historic Towne Square Company Virginia Norfolk, Virginia -
Operating
Partnership-Real estate
American Storage Properties, Inc. Virginia Norfolk, Virginia -
Real estate investment
Goodman Segan Hogan of Virginia Norfolk, Virginia -
World Trade Center, Inc. Real estate investment
World Trade Center Associates, Virginia Norfolk, Virginia -
L.P. Operating Partnership-
Real estate
Goodman Segar Hogan of Virginia Norfolk, Virginia -
Southern Shopping Center Real estate investment
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiaries of Goodman Segar Hogan of Orlando, Inc.
Curry Ford Florida Orlando, Florida - Real
estate investment
University Square Florida Orlando, Florida - Real
estate investment
Subsidiary of Stanton Associates One
Brown Farm Associates Virginia Norfolk, Virginia -
Operating
partnership-Real estate
Subsidiary of Denbigh Shopping Center Associates
Turnbarr Associates Virginia Norfolk, Virginia -
Operating
partnership-Real estate
Subsidiary of Stanton Associates Two
Salem Lakes Commercial Associates Virginia Norfolk, Virginia -
Operating partnership -
Real estate
Subsidiary of Hogan Stanton, Inc.
HS Advisors, Ltd. Virginia Norfolk, Virginia -
Real estate investment
Subsidiary of Hogan Stanton Properties, Inc.
HS Advisors II, Ltd. Virginia Norfolk, Virginia -
Real estate investment
Subsidiary of Hogan Stanton Investments, Inc.
HS Advisors III, Ltd. Virginia Norfolk, Virginia -
Real estate investment
Subsidiary of American Storage Properties, Inc.
GSH/American Storage Virginia Norfolk, Virginia -
Properties Associates, L.P. Real estate investment
Subsidiary of Goodman Segar Hogan, Inc. and
Goodman Segar Hogan Hoffler, Inc.
Goodman Segar Hogan Hoffler L.P. Virginia Norfolk, Virginia -
Real estate brokerage,
and management
Subsidiary of Goodman Segar Hogan Hoffler, Inc.
Goodman Segar Hogan Hoffler Virginia Norfolk, Virginia -
Construction, Inc. Real estate
construction general
partner
Subsidiary of Goodman Segar Hogan Hoffler Construction, Inc. and
Goodman Segar Hogan Hoffler L.P.
Goodman Segar Hogan Hoffler Virginia Norfolk, Virginia -
Construction, L.P. Real estate
construction
Subsidiary of Edgen, Inc.
H-W Properties, Inc. Delaware Houston, Texas - Real
estate investment
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiary of H-W Properties, Inc.
Waterford Harbor Realty, Inc. Texas Houston, Texas - Real
estate management
Subsidiary of Virginia Financial Ventures, Inc.
First Source Financial LLP Illinois Prospects Heights,
Illinois - Middle
market commerical
lending
Subsidiaries of Dominion Lands, Inc.
Widewater Associates Virginia Stafford County,
Virginia - Land
Development
Dominion Lands-Williamsburg, Inc. Virginia James City County,
Virginia - Land
Development
Chesterfield Land, Inc. Virginia Chesterfield County,
Virginia - Land
development
Old North, Inc. Virginia New London, North
Carolina - Real estate
development
Subsidiary of Dominion Lands, Inc. and Chesterfield Land, Inc.
Chesterfield Land Associates Virginia Chesterfield County,
Virginia - Land
development
Subsidiairies of Lake Badin Associates
Uwharrie Point Community North Montgomery County,
Association, Inc. Carolina North Carolina -
Homeowners Association
Millingport Community North Montgomery County,
Association, Inc. Carolina North Carolina -
Neighborhood
Association
Subsidiary of Dominion Lands, Inc. and
Dominion Lands-Williamsburg, Inc.
Governor's Land Associates Virginia Williamsburg, Virginia
- Land Development
Subsidiaries of Governor's Land Associates
Governor's Land Foundation Virginia Williamsburg, Virginia
- Homeowners
Association
Two Rivers Club Delaware Williamsburg, Virginia
- Country Club
Subsidiary of Dominion Lands, Inc. and Old North, Inc.
Lake Badin Associates Virginia Montgomery County,
North Carolina - Land
Development
State of Location and
Name Organization Nature of Business
Subsidiaries of Dominion Energy, Inc.
Dominion Cogen, Inc. Virginia Headquarters in
Richmond, Virginia -
Cogeneration
Dominion Cogen CA, Inc. Virginia Headquarters in
Richmond, Virginia -
Cogeneration in state
of California
Dominion Cogen DC, Inc. Virginia Headquarters in
Richmond, Virginia -
Cogeneration in
Washington, DC
Dominion Cogen NY, Inc. Virginia Headquarters in
Richmond, Virginia -
Cogeneration and small
power production in
state of New York
Dominion Cogen WV, Inc. Virginia Headquarters in
Richmond, Virginia -
Cogeneration in state
of West Virginia
Dominion Energy Services Virginia Richmond, Virginia -
Company, Inc. (operates in Operation and
West Virginia as DE Services maintenance services
Company, Inc.) for nonutility power
projects
Dominion Demand Side Virginia Headquarters in
Services, Inc. Richmond, Virginia -
Energy Conservation
Dominion Generating S.A. Argentina Buenos Aires, Argentina
- Electric power
production in Argentina
Dominion Black Warrior Basin, Inc. Alabama Tuscaloosa, Alabama -
Methane gas production
DEI Texas, Inc. Virginia Richmond, Virginia -
Shell company
Dominion Management Argentina S.A. Argentina Buenos Aires, Argentina
- Operation and
maintenance services
for electric power
production
Dominion Reserves, Inc. Virginia Richmond, Virginia -
Gas and oil development
Dominion Reserves-Utah, Inc. Utah Headquarters in
Richmond, Virginia -
Methane gas production
in Utah
Dominion Energy Central Belize, C.A. Belize City, Belize -
America, Inc. Equity holding
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiaries of Dominion Energy, Inc. (continued)
Dominion U.K. Limited United Kingdom United Kingdom - Equity
holding
Caithness BLM Group L.P. New Jersey Ridgecrest, California
- Geothermal electric
generation
Caithness Navy II Group L.P. New Jersey Inyo County,
California - Geothermal
electric generation
Rumford Cogeneration Company, Ltd. Maine Rumford,
Maine-Cogeneration
Luz Solar Partners Ltd., VII L.P. California Los Angeles, California
- Solar electric
generation
Carthage Energy Services, Inc. Michigan Traverse City, Michigan
- Gas marketing
DEI Holding Peru, Inc. Virginia Peru - Equity holding
Dominion Energy Peru, Inc. Virginia Peru - Equity holding
Dominion Kincaid, Inc. Virginia Richmond, Virginia -
Equity holding
Dominion Storage, Inc. Virginia Richmond, Virginia -
Equity holding company
Kincaid Generation, L.L.C. Virginia Kincaid, Illinois -
Equity holding
cogeneration in the
state of Illinois
Niton US, Inc. Virginia Richmond, Virginia -
Equity holding company
Subsidiary of Dominion Energy, Inc., DEI Holding Peru, Inc. and
Dominion Energy Peru, Inc.
Inversiones Dominion Peru S.A. Peru Peru - Equity holding
company
Subsidiary of Inversiones Dominion Peru S.A.
Empresa de Generacion Electrica Peru Peru - Electric power
NorPeru S.A. production
Subsidiary of Dominion Storage, Inc. and Niton US, Inc.
Niton Hub Services Company Canada Alberta, Canada - Gas
storage facilities
Subsidiary of Dominion Energy Central America, Inc.
Belize Electric Company, Ltd Belize Belize - Hydro electric
generation
Subsidiary of Dominion Energy, Inc. and Dominion Reserves, Inc.
Dominion Energy Pty Ltd Australia Queensland, Australia -
Equity holding
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiary of Dominion U.K. Limited
Dominion First Hydro Limited U.K. United United Kingdom - Shell
Kingdom company
Subsidiaries of Dominion Energy Pty Ltd
Beaconsfield Energy Development Australia Queensland, Australia -
Pty Ltd Oil and gas development
Dry Creek Transmission Pty Ltd Australia Queensland, Australia -
Equity holding
Subsidiary of Dry Creek Transmission Pty Ltd
South Australian Pipeline Company Australia Australia - Shell
Pty Ltd company
Subsidiary of Dominion Cogen, Inc.
Enron/Dominion Cogen Corp. Delaware Houston, Texas -
Cogeneration
Subsidiaries of Enron/Dominion Cogen Corp.
Enron Cogeneration One Company Delaware Houston, Texas -
Cogeneration
Enron Cogeneration Three Company Delaware Houston, Texas -
Cogeneration
Enron Cogeneration Five Company Delaware Houston, Texas -
Cogeneration
Subsidiary of Enron Cogeneration One Company
Cogenron Inc. Delaware Texas City, Texas -
Cogeneration Plant
Subsidiary of Enron/Dominion Cogen Corp. and
Enron Cogeneration Three Company
Clear Lake Cogeneration L.P. Texas Bayport, Texas
-Cogeneration Plant
Subsidiary of Enron Cogeneration Five Company
Cogen Technologies NJ Venture New Jersey Bayonne, NJ -
Cogeneration plant
Subsidiaries of Dominion Energy, Inc. and Dominion Cogen CA, Inc.
Chalk Cliff Limited Texas Headquarters in
Houston, Texas -
Cogeneration in state
of California
San Joaquin Cogen Limited Texas Headquarters in
Houston, Texas -
Cogeneration in state
of California
Subsidiaries of Dominion Energy, Inc. and Dominion Cogen NY, Inc.
Warrensburg Hydro Power L. P. New York Glens Falls, New York -
Small Power Producer
Middle Falls Limited Partnership New York Glens Falls, New York -
Small Power Producer
Sissonville Limited Partnership New York Glens Falls, New York -
Small Power Producer
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiaries of Dominion Energy, Inc. and Dominion
Cogen NY, Inc. (continued)
NYSD Limited Partnership New York Glens Falls, New York -
Small Power Producer
Subsidiary of Dominion Cogen DC, Inc.
Georgetown Cogeneration, L.P. Virginia Headquarters in
Richmond, Virginia -
Shell company
Subsidiary of Dominion Cogen WV, Inc.
Morgantown Energy Associates West Virginia Morgantown, WV -
Cogeneration
Subsidiaries of Dominion Reserves, Inc.
Chesterfield Energy Corporation Delaware Jane Lew, West Virginia
- Oil and gas
development
Dominion Appalachian Development, Virginia Jane Lew, West
Inc. Virginia - Oil and gas
development
Dominion Appalachian Development Virginia Jane Lew, West
Properties, L.L.C. Virginia - Oil and gas
development
Dominion Gas Processing MI, Inc. Virginia Headquarters in
Richmond, Virginia -
Natural gas processing
in Michigan
Dominion Reserves - Indiana, Inc. Virginia Indiana - Oil and gas
development
Dominion Southern Michigan, Inc. Delaware Headquarters in
Richmond, Virginia -
Oil and gas development
in Michigan
Gas Exploration and Development West Clarksburg, West
Company Virginia Virginia - Oil and gas
development
Stonewall Gas Company Virginia Clarksburg, West
Virginia - Oil and gas
development
Cypress Energy, Inc. Virginia Richmond, Virginia -
Oil/gas development in
Louisiana
Dominion Reserves Gulf Coast, Inc. Virginia Richmond, Virginia -
Offshore investments in
oil and gas
exploration/drilling
<PAGE>
State of Location and
Name Organization Nature of Business
Subsidiary of Dominion Gas Processing MI, Inc.
Frederic HOF L.P. Virginia Gaylord, Michigan -
Natural gas processing
Wilderness Energy, L.C. Michigan Gaylord, Michigan - Oil
and gas gathering and
processing
Subsidiary of Wilderness Energy, L.C. and Dominion Gas
Processing MI, Inc.
Wilderness Energy Services L.P. Michigan Gaylord, Michigan - Oil
and gas gathering and
processing
Subsidiaries of Dominion Generating S.A.
A. V. Holding S.A. Argentina Buenos Aires, Argentina
- Equity holdings in
Argentina
Patagonia Holding, S.A. Argentina Buenos Aires, Argentina
- Equity holdings in
Argentina
Subsidiary of A. V. Holding S.A.
Central Termica Alto Valle, S.A. Argentina Buenos Aires, Argentina
- Electric power
production
Subsidiary of Patagonia Holding, S.A.
Hidroelectrica Cerros Colorados Argentina Buenos Aires, Argentina
S.A. - Electric power
production
Subsidiary of Dominion Energy, Inc., Dominion Reserves, Inc.,
and Dominion Cogen, Inc.
Inversiones Dominion Bolivia S.A. Bolivia Bolivia - Equity
holding
Subsidiary of Inversiones Dominion Bolivia S.A.
Empresa Electrica Corani S.A. Bolivia Cochabamba, Bolivia -
Electric power
production
____________________________
(1) For the fiscal year ended December 31, 1996, the revenues and
income and net income of Dominion Capital, Inc. (Dominion Capital),
Dominion Energy, Inc. (Dominion Energy) and their subsidiaries, as
percentages of claimant's consolidated revenues and income and net
income, are as follows:
Revenues and
income as % of Net income as %
consolidated of consolidated
Dominion Capital 3.8 6.0
Dominion Energy 5.5 6.9
<PAGE>
2. A brief description of the properties of claimant and each of
its subsidiary public utility companies used for the generation,
transmission and distribution of electric energy for sale, or for the
production, transmission and distribution of natural or manufactured
gas, indicating the location of principal generating plants,
transmission lines, producing fields, gas manufacturing plants, and
electric and gas distribution facilities, including all such
properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which
deliver or receive electric energy or gas at the borders of such
State, as of December 31, 1996 is as follows:
The claimant owns all of the issued and outstanding common
stock of Virginia Electric and Power Company (which, including all of
its businesses, wherever located, is hereinafter referred to as
Virginia Power), a Virginia public service corporation. Virginia
Power is a regulated public utility engaged in the generation,
transmission, distribution and sale of electric energy in a 30,000
square mile service area in Virginia and northeastern North Carolina
and consequently has generation, transmission and distribution
facilities in each of those states. Virginia Power also owns a fuel
pier that extends into navigable waters within the boundaries of
Maryland and owns generation and transmission facilities located in
West Virginia. In its service area it sells electricity to retail
customers, including governmental agencies, and to wholesale customers
such as rural electric cooperatives and municipalities. Virginia
Power's service area comprises about 65% of Virginia's total land
area, but accounts for over 80% of its population. Dominion Capital
owns, in accordance with a no-action letter from the SEC Office of
Public Utility Regulation dated December 22, 1987, a limited
partnership interest in Catalyst Old River Hydroelectric Limited
Partnership, which is the lessee of a hydro facility in Louisiana.
Dominion Energy has interests in various cogeneration and small power
production facilities in various states of the United States, but all
of such facilities are Qualifying Facilities under the Public Utility
Regulatory Policies Act. Dominion Energy has also purchased interests
in a gas-fired, diesel oil fueled and hydroelectric generating
facilities in Argentina, Belize, Bolivia and Peru and operates these
facilities, all through Exempt Wholesale Generators. Dominion
Reserves, Inc., a subsidiary of Dominion Energy is a participant in
oil and natural gas development programs in Arkansas, the Gulf of
Mexico, Kansas, Louisiana, Michigan, Nevada, Ohio, Oklahoma,
Pennsylvania, South Dakota, Texas, Utah, West Virginia and Wyoming.
A more detailed description of the properties of, and a
discussion of the business of the claimant and its subsidiaries, is
found in the Annual Report on Form 10-K of the claimant (File No.
1-8489) for the fiscal year ended December 31, 1995 which is on file
with the SEC and incorporated herein by this reference.
3. The following information as of December 31, 1996 with respect to
claimant and each of its subsidiary public utility companies is
provided below:<PAGE>
(a) Number of kwh of electric energy sold (at retail or
wholesale), and MCF of natural or manufactured gas distributed at
retail.
(b) Number of kwh of electric energy and MCF of natural or
manufactured gas distributed at retail outside the State in which each
such company is organized.
(c) Number of kwh of electric energy and MCF of natural or
manufactured gas sold at wholesale outside the State in which each
such company is organized, or at the State line.
(d) Number of kwh of electric energy and MCF of natural or
manufactured gas purchased outside the State in which each such
company is organized, or at the State line.
Virginia Power
Electric
(a) Number of kwh of electric energy sold 73,318,311,000
(b) Number of kwh of electric energy distributed
at retail outside the State of Virginia 3,123,610,000
(c) Number of kwh of electric energy sold at
wholesale outside the State of Virginia
or at the State line 892,986,294
(d) Number of kwh of electric energy purchased
outside the State of Virginia or at the State
line 12,379,768,000
Gas
(a) Number of Mcf of natural or manufactured gas
distributed at retail -0-
(b) Number of Mcf of natural or manufactured gas
distributed at retail outside the State of Virginia -0-
(c) Number of Mcf or natural or manufactured gas
sold at wholesale outside the State of Virginia
or at the State line 14,400,000
(d) Number of Mcf of natural or manufactured gas
purchased outside the State of Virginia or at
the State line 19,200,000
4. The following information as of December 31, 1996 with respect to
claimant and each interest it holds directly or indirectly in an EWG
or a foreign utility company, stating monetary amounts in United
States dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the
generation, transmission and distribution of electric energy for sale
or for the distribution at retail of natural or manufactured gas.
<PAGE>
1. Name: Mollejon Hydroelectric Project
Location: The facility is located on the Macal River in Cayo
District, Belize, Central America.
Business Address: Belize Electric Company Limited
Arenal Road
Benque Viejo del Carmen, Belize, C.A.
Description: This 25.2 MW hydroelectric facility is
located in western Belize, C.A. on the Macal
River. The project, consists of a diversion
dam, a 2.5 mile power tunnel, and a
powerhouse which contains three 8,400 KW
turbine generators. The diversion dam
impounds sufficient water to allow daily
regulation.
2. Name: Hidroelectrica Cerros Colorados Power Plant
Location: The facility is located 50 miles west of the city
of Neuquen on the Neuquen River in Neuquen
Province, Argentina.
Business Address: Hidroelectrica Cerros Colorados S.A.
Leandro N. Alem 690
Piso 12
Buenos Aires, Argentina
Description: This hydroelectric generating facility has a
nominal power production capacity of 450 MW.
It consists of two 225 MW turbogenerators with
associated equipment and five dams. The
generating plant dam is earthen-filled, and the
other four dams consist of one earthen-filled
diversion structure, two earthen-filled flow
regulating structures and one concrete flow
regulating structure.
3. Name: Central Termica Alto Valle Power Plant
Location: The facility is located in the city of Neuquen,
Argentina.
Business Address: Central Termica Alto Valle S.A.
Leandro N. Alem 690
Piso 12
Buenos Aires, Agentina.
<PAGE>
Description: The Alto Valle Station has a nominal power
production capacity of 98 MW. The Station
consists of five turbines: two 15 MW steam
turbines, one 18 MW gas turbine and two 25 MW
gas turbines. The Station is interconnected
with Compania Administradora del Mercado
Mayorista Electrico Sociedad Anonima, which is
the Argentine spot market for electric energy,
by four transmission lines.
4. Name: Empresa Electrica Corani S.A.
Location: The facility is located 50 miles northeast of the
city of Cochabamba, Bolivia.
Business Address: Empresa Electrica Corani S.A.
Av. Oquendo N-0654
Las Torres Sofer I, Piso 9
Cochabamba, Bolivia
Description: These hydroelectric generating facilities have a
nominal power production capacity of 126 Mw.
The facilities consist of a 72 Mw hydroelectric
generating station consisting of four 18 Mw
turbogenerators and related structures and a 54
Mw hydroelectric generating station consisting
of four 13.5 Mw turbogenerators and related
structures. The facilities also include a mixed
earthen and rock-filled dam creating the Corani
Reservoir from the waters of the Corani, Malaga
and Candilaria Rivers. The facilities are
interconnected with the Systema Interconectado
National, the Bolivian wholesale transmission
grid.
5. Name: Empresa de Generacion Electrica NorPeru S.A.
Location: The eight generating facilities are located in the
northern portion of Peru.
Business address: Empresa de Generacion Electrica NorPeru
S.A.
Pedro Miotta
421 San Juan de Miraflores
Lima, Peru
<PAGE>
Description: These 405 Mw generating facilities consist of
two 225 Mw run-of-river hydroelectric stations
with reinforced concrete dams, and six other
facilities with an aggregate nominal power
production of 180 Mw consisting of diesel
generators and combustion turbines. All
facilities are interconnected with the Systemn
Interconoctado Centra Norte, the Peruvian
wholesale transmission grid.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company, and description of the interest held.
Name Description of Interest Held
Dominion Resources, Inc. 100% Ownership of Dominion Energy,
Inc.
Dominion Energy, Inc. 99.916% ownership interest in
Dominion Generating S.A.
100% ownership interest in Dominion
Energy Central America, Inc.
99.916% ownership interest in
Dominion Management Argentina S.A.,
EWG# EG93-60-000 and EWG#
EG93-53-000.
100% ownership interest in
Inversiones Dominion Bolivia S.A.
97.6% ownership interest in
Inversiones Dominion Peru S.A.
Dominion Generating S.A. 65% ownership interest in Patagonia
Holding S.A.
60% ownership interest in A.V.
Holding S.A.
Dominion Energy Central 95% ownership interest in
America, Inc. Belize Electric Company Limited,EWG#
EG93-45-000.
Patagonia Holding S.A. 59% ownership interest in
Hidroelectrica Cerros Colorados
S.A., EWG# EG93-58-000.
A.V. Holding S.A. 90% ownership interest in Central
Termica Alto Valle S.A., EWG#
EG93-93-000.
<PAGE>
Name Description of Interest Held
Inversiones Dominion 50% ownership interest in Empresa
Bolivia S.A. Electrica Corani S.A. EWG#
EG95-59-000
Inversiones Dominion Peru S.A. 60% ownership interest in Empresa
de Generacion Electrica NorPeru
S.A. EWG# EG96-79-000
(c) Type and amount of capital invested, directly or
indirectly, by the holding company claiming exemption; any direct
or indirect guarantee of the security of the EWG or foreign
utility company by the holding company claiming exemption; and any
debt or other financial obligation for which there is recourse,
directly or indirectly, to the holding company claiming exemption
or another system company, other than the EWG or foreign utility
company.
DOMINION RESOURCES, INC.
ANALYSIS OF FOREIGN INVESTMENTS
AS OF DECEMBER 31, 1996
US$
DOMINION RESOURCES
INVESTMENT INVESTMENT
TYPE AMOUNT DIRECT/INDIRECT
Belize Projects:
Stock $15,760,108 Indirect
Debt 12,501,881 Indirect
__________
$28,261,989
==========
Argentine Projects:
Stock $74,967,926 Indirect
Debt 26,287,074 Indirect
Letter-of-Credit 6,000,000 Indirect
___________
$107,255,000
===========
Bolivian Projects:
Stock $59,173,395 Indirect
==========
The above investments were established through Dominion
Resources' wholly-owned subsidiary, Dominion Energy, Inc. The
Letter-of-Credit is a Dominion Energy guarantee of debt for the
Central Termica Alto Valle Project.
<PAGE>
(d) Capitalization and earnings of the EWG or foreign utility
company as of December 31, 1996.
Capitalization:
Central Termica Alto Valle S.A.:
Stock $11,013,300
Letter-of-Credit 6,000,000
Debt 26,287,074
__________
$43,300,374
==========
Hidroelectrica Cerros Colorados S.A.:
Stock $47,256,960
==========
Belize Electric Company Limited:
Stock $12,730,000
Debt Due Dominion Energy 12,501,881
__________
$25,231,881
==========
Empresa Electrica Corani S.A.:
Stock $45,913,318
==========
Empresa de Generacion
Electricia NorPeru S.A.:
Stock $169,217,207
===========
Earnings:
Central Termica Alto Valle S.A. $(2,557,685)
Hidroelectrica Cerros Colorados S.A. 406,683
Dominion Management Argentina S.A. 202,662
Belize Electric Company Limited 65,215
Empresa Electrica Corani S.A. 6,480,974
Empresa de Generacion Electrica
NorPeru S.A. 5,507,637
_________
$10,105,486
==========
(e) Identify any service, sales or construction contract(s)
between the EWG or foreign utility company and a system company, and
describe the services to be rendered or goods sold and fees or
revenues under such agreement(s).
1. Dominion Energy (Dominion Energy) has a support services
contract with Dominion Management Argentina S.A. (Manager) dated
December 1, 1993 to provide personnel, supervision, technical
expertise and other services as Manager may request from time to time
for the purpose of assisting Manager to fulfill its obligation to
Central Termica Alto Valle S.A. and Hidroelectrica Cerros Colorados
S.A. Dominion Energy is reimbursed for costs associated with services
it provides.
<PAGE>
2. Dominion Management Argentina S.A. (DMASA) has a contract with
Central Termica Alto Valle S.A. (CTAV) dated August 26, 1992 to
provide the management of operations and maintenance for the Central
Termica Alto Valle Plant. In addition, DMASA is reimbursed for the
cost it incurs associated with fulfilling its obligations under this
contract. DMASA receives a management fee of 2% of the gross revenue
of the energy sales from the facility. Operations and maintenance
costs are paid by CTAV.
3. DMASA has a contract with Hidroelectrica Cerros Colorados S.A.
(HCC) dated September 1, 1993 to provide management of operations and
maintenance for the Hidroelectrica Cerros Colorados Plant. DMASA
receives a management fee of 1.5% of the gross revenue from the sale
of energy from the facility. Operations and maintenance costs are
paid by HCC.
4. Dominion Energy Services Company, Inc. (DESCO), a wholly-owned
subsidiary of Dominion Energy has a contract, dated January 1, 1994,
to provide the management, operation and maintenance services to
Belize Electric Company Limited. DESCO will be reimbursed for the
costs it incurs related to this obligation and be paid a fee equal to
2% of gross revenue from the sale of energy from the facility.
5. Inversiones Dominion Bolivia S.A. (IDB), a wholly owned
subsidiary of Dominion Energy and Empresa Electrica Corani S.A. have
entered into an agreement (the Corani Agreement), effective August 1,
1995, as amended, pursuant to which IDB provides management services
to Empresa Electrica Corani S.A. for a quarterly fee of $10,286.
Dominion Energy and IDB have entered into an agreement, effective
September 1, 1996, pursuant to which Dominion Energy provides support
to IDB for the performance of IDB's obligations under the Corani
Agreement for a quarterly fee of $10,286.
<PAGE>
EXHIBIT A
A consolidating statement of income and surplus of the claimant
and its subsidiary companies for the last calendar year (1996),
together with a consolidating balance sheet of claimant and its
subsidiary companies as of the close of such calendar year, are
submitted as Exhibit A hereto.
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on the 28th day of
February 1997.
DOMINION RESOURCES, INC.
BY: JAMES L. TRUEHEART
____________________________
James L. Trueheart
Vice President and Controller
Corporate Seal
Attest:
BY: LINWOOD R. ROBERTSON
___________________________________
Linwood R. Robertson
Executive Vice President and Treasurer
(Chief Financial Officer)
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Linwood R. Robertson, Executive Vice President and Treasurer
________________________________________________________________
(Name) (Title)
901 E. Byrd Street
P. O. Box 26532
Richmond, Virginia 23261-6532
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A 1 of 3
DOMINION RESOURCES, INC., CONSOLIDATING BALANCE SHEET, DECEMBER 31, 1996 (thousands)
DOMINION
DOMINION DOMINION DOMINION U.K. VIRGINIA INTERCOMPANY
ASSETS RESOURCES CAPITAL ENERGY HOLDING, INC. POWER ELIMINATIONS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current
Cash $308 $9,562 $33,740 $168 $19,898 $63,676
Temporary investments 19,156 28,000 47,156
Short-term marketable securities 11,946 4,472 16,418
Customer accounts receivable, net 354,778 354,778
Other accounts receivable 4,907 8,315 84,272 80,424 (3,010) 174,908
Accrued unbilled revenues 162,800 162,800
Accrued taxes 3,466 0 170 24,445 680 28,761
Materials & supplies:
Plant and general 148,667 148,667
Fossil fuel 76,835 76,835
Mortgage loans in warehouse 65,825 65,825
Other 7,309 41,104 36,720 100,086 (4,511) 180,708
47,092 129,278 154,732 338 995,933 (6,841) 1,320,532
Investments
Investment in affiliates and par 4,915,733 242,815 214,703 (4,915,733) 457,518
Inter-company advances 279,468 (279,468) 0
Marketable securities 811 349,137 342,500 692,448
Nuclear decommissioning trust funds 443,354 443,354
Pollution control project funds 9,660 9,660
Investment in real estate 107,668 107,668
Other 3,168 129,000 84,311 24,802 (16,882) 224,399
5,199,180 828,620 299,014 342,500 477,816 (5,212,083) 1,935,047
Property, Plant and Equipment
Utility plant & nuclear fuel 15,350,622 15,350,622
Nonutility property 48,207 41,674 1,363,345 11,933 1,465,159
Less accumulated depreciation
and amortization 14,700 12,062 361,409 5,916,745 1,464 6,306,380
33,507 29,612 1,001,936 0 9,433,877 10,469 10,509,401
Deferred Charges & Other Assets
Regulatory Assets:
Income taxes recoverable 477,010 477,010
Deferred capacity expenses 6,125 6,125
Terminated contruction project costs, net 73,139 73,139
Other regulatory assets 126,115 126,115
Unamortized g/l on reacquired debt 91,504 91,504
Other 6,421 114,075 121,222 1,166 146,561 (22,738) 366,707
6,421 114,075 121,222 1,166 920,454 (22,738) 1,140,600
TOTAL ASSETS $5,286,200 $1,101,585 $1,576,904 $344,004 $11,828,080 ($5,231,193) $14,905,580
/TABLE
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A 2 OF 3
DOMINION RESOURCES, INC., CONSOLIDATING BALANCE SHEET, DECEMBER 31, 1996 (thousands)
DOMINION
LIABILITIES AND DOMINION DOMINION DOMINION U.K. VIRGINIA INTERCOMPANY
STOCKHOLDERS' EQUITY RESOURCES CAPITAL ENERGY HOLDING, INC. POWER ELIMINATIONS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
Current
Securities due within one year $1,052 $93,296 $345,066 $311,290 $0 $750,704
Short-term debt 8,085 57,754 312,385 378,224
Accounts payable, trade 7,974 4,048 33,052 368,555 (3,010) 410,619
Accrued interest 611 4,721 7,807 485 95,307 (1,618) 107,313
Accrued taxes 1,140 20,755 21,895
Customer deposits 50,035 50,035
Accrued payroll 120,146 120,146
Other 17,058 9,403 7,341 108,668 (5,888) 136,582
34,780 111,468 452,160 485 1,387,141 (10,516) 1,975,518
Long-Term Debt
Inter-company borrowings 171,881 107,503 84 (279,468) 0
Utility 3,579,384 3,579,384
Nonrecourse-nonregulated 19,757 390,551 95,421 505,729
Other 300,000 342,500 642,500
319,757 562,432 202,924 342,584 3,579,384 (279,468) 4,727,613
Deferred Credits and Other Liabilities
Deferred income taxes 4,550 50,568 122,879 1,565,229 70 1,743,296
Investment tax credits 255,308 255,308
Capital lease, noncurrent 21,768 (21,483) 285
Deferred fuel expenses 3,267 3,267
Other (379) 14,761 309,371 2 129,291 (1,139) 451,907
4,171 65,329 432,250 2 1,974,863 (22,552) 2,454,063
Preferred Stock Subject
To Mandatory Redemption 180,000 180,000
Preferred Stock Not Subject
To Mandatory Redemption 509,014 509,014
Preferred Securities of Subsidiary Trust 135,000 135,000
Stockholders' Equity
Common stock 3,471,397 8 208 2,737,407 (2,737,623) 3,471,397
Other paid-in capital 16,226 313,397 434,998 1,248 16,887 (766,530) 16,226
Accumulated translation adjustments (130) 130 0
Allowance on marketable
securities (1,140) (1,331) 512 819 (1,140)
Retained earnings 1,441,009 50,282 53,982 (315) 1,308,384 (1,415,453) 1,437,889
4,927,492 362,356 489,570 933 4,062,678 (4,918,657) 4,924,372
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $5,286,200 $1,101,585 $1,576,904 $344,004 $11,828,080 ($5,231,193) $14,905,580
/TABLE
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT A 3 OF 3
DOMINION RESOURCES, INC. CONSOLIDATING STATEMENT OF INCOME YEAR-TO-DATE ENDED DECEMBER 1996
DOMINION
DOMINION DOMINION DOMINION HOLDING VIRGINIA INTERCOMPANY
RESOURCES CAPITAL ENERGY U.K., INC. POWER ELIMINATIONS CONSOLIDATED
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES AND INCOME
Electric $4,382,629,132 $4,382,629,132
Nonutility $20,094,820 $186,303,710 $267,122,910 (13,849,690) 459,671,750
Total operating revenues
and income 20,094,820 186,303,710 267,122,910 0 4,382,629,132 (13,849,690) 4,842,300,882
OPERATING EXPENSES
Fuel used in current generation 575,829,121 575,829,121
Purchased power fuel expenses 465,591,420 465,591,420
Purchased power capacity expenses 709,741,931 709,741,931
Deferred fuel expenses (54,435,189) (54,435,189)
Deferred capacity expenses (9,195,670) (9,195,670)
Restructuring 91,640,957 91,640,957
Other operation 15,973,856 96,602,724 148,015,430 546,886,117 807,478,127
Maintenance 250,906,066 250,906,066
Depreciation, depletion &
amortization 2,020,063 6,835,856 69,900,190 536,440,010 615,196,119
Other taxes 631,955 2,654,753 15,889,226 265,998,792 285,174,726
Total operating expenses 18,625,874 106,093,333 233,804,846 0 3,379,403,555 0 3,737,927,608
Operating income 1,468,946 80,210,377 33,318,064 0 1,003,225,577 (13,849,690) 1,104,373,274
OTHER INCOME
Utility 7,189,041 7,189,041
Allowance for other funds 2,613,090 2,613,090
Total other income 0 0 0 0 9,802,131 0 9,802,131
Income before fixed charges and
federal income taxes 1,468,946 80,210,377 33,318,064 0 1,013,027,708 (13,849,690) 1,114,175,405
FIXED CHARGES
Interest charges, net 17,708,734 44,472,501 29,861,094 484,942 308,388,979 (13,919,690) 386,996,560
Preferred dividends of Va. Power 35,504,847 35,504,847
Preferred distibution of Va.
Power affiliate, net 7,063,872 7,063,872
Total fixed charges 17,708,734 44,472,501 29,861,094 484,942 350,957,698 (13,919,690) 429,565,279
Income before provision for federal
income taxes (16,239,788) 35,737,876 3,456,970 (484,942) 662,070,010 70,000 684,610,126
Provision for federal income taxes (5,749,401) 7,211,374 (29,090,784) (169,730) 240,270,383 24,500 212,496,342
Net income ($10,490,387)$28,526,502 $32,547,754 ($315,212) $421,799,627 $45,500 $472,113,784
Earnings per share $0.059 $0.160 $0.183 ($0.002) $2.366 $2.648
/TABLE
<PAGE>
EXHIBIT B. Financial Data Schedule
If, at the time a report on this form is filed, the registrant is
required to submit this report and any amendments thereto
electronically via EDGAR, the registrant shall furnish a
Financial Data Schedule. The Schedule shall set forth the
financial and other data specified below that are applicable to
the registrant on a consolidated basis.
Item No. Caption Heading Amount
(Millions)
1 Total Assets 14,906
2 Total Operating Revenue 4,842
3 Net Income 472
<PAGE>
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system.
ORGANIZATIONAL CHART
DOMINION RESOURCES, INC.
DOMINION ENERGY, INC. 100%
Dominion Energy Services Company, Inc. 100%
Dominion Energy Central America, Inc. 100%
Belize Electric Company Limited 95%
Dominion Generating S.A. 99.916%
Patagonia Holding S.A. 65%
Hidroelectrica Cerros Colorados S.A. 59%
A.V. Holding S.A. 60%
Central Termica Alto Valle S.A. 90%
Dominion Management Argentina S.A. 99.916%
Inversiones Dominion Bolivia S.A. 100%
Empresa Electrica Corani S.A. 50%
Inversiones Dominion Peru S.A. 97.6%
Dominion Energy Peru, Inc. 100%
Inversiones Dominion Peru S.A. 1.2%
Empresa De Generacion Electrica
Norperu S.A. 60%
DEI Holding Peru, Inc. 100%
Inversiones Dominion Peru S.A. 1.2%
