As Filed with the Securities and Exchange Commission on February 11, 1998.
File No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________________
DOMINION RESOURCES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1229715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 E. BYRD STREET
RICHMOND, VIRGINIA 23219
(804) 775-5700
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PATRICIA A. WILKERSON, CORPORATE SECRETARY
W. H. RIGGS, JR., ASSISTANT CORPORATE SECRETARY
DOMINION RESOURCES, INC.
901 E. BYRD STREET, RICHMOND, VIRGINIA 23219
(804) 775-5700
(Name, address, including zip code, and telephone number, including area
code, of agent of service)
Approximate date of commencement of proposed sale to the public: From time
to time after effectiveness
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE (*)
Proposed
Amount Proposed Maximum Amount of
Title of Each Class of to be Maximum Aggregate Registration
Securities to be Registered Registered Offering Offering Fee
Price Per Price
Share
Common Stock, without par 10,000,000 $40.34375 $403,437,500 $119,014.06
value . . . . . . . . . . shares
<PAGE>
(*) Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee and based upon the average of the high and
low prices reported on the New York Stock Exchange composite tape by The
Wall Street Journal for February 6, 1998.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the SEC, acting pursuant to
said Section 8(a), may determine.<PAGE>
PROSPECTUS
DOMINION RESOURCES, INC.
10,000,000 Shares of Common Stock (Without Par Value)
DOMINION DIRECT LOGO
A Direct Stock Purchase Plan for
Dominion Resources Common Stock
Dominion Direct Investment
- Purchase stock without a broker s fee.
- Increase your ownership by reinvesting dividends and making optional
monthly investments.
- Transfer shares at no charge.
- Own shares without holding certificates.
- Sell shares with minimal fees.
The common stock offered in this prospectus has not been approved by the SEC
or any state securities commission, nor have these organizations determined
that this prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
Dated February ___, 1998<PAGE>
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC s web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC s public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference
rooms.
The SEC allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference
is an important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of these securities.
- Annual Report on Form 10-K for the year ended December 31, 1996;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997;
- Current Reports on Form 8-K, filed January 23, 1997, Form 8-K/A, filed
March 20, 1997, and Form 8-K, filed December 11, 1997 and January 15,
1998; and
- The description of the Company s common stock contained in Form 8-B
(Item 4) dated April 29, 1983.
You may request a copy of these filings at no cost, by writing, telephoning
or e-mailing us at the following address:
Corporate Secretary
Dominion Resources, Inc.
901 East Byrd Street
Richmond, Virginia 23219-4072
1-804-775-5700
[email protected]
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on
the front of those documents.
1<PAGE>
A Summary of Important Plan Features
Any investor who wishes to make an initial purchase of Dominion Resources
stock can do so by completing an Enrollment Form and sending a check or
money order to the Administrator.
Investments:
- New shareholders must make an initial investment of at least $250;
or you may elect to make monthly installments of $40 or more a
month for 12 consecutive months, by either mail or automatic bank
withdrawal.
- Current shareholders may make periodic investments of $40 or more
at any time.
- The maximum quarterly investment is $100,000.
Dividends on all or some of your shares can be reinvested in Dominion
Resources Common Stock.
You will receive a confirmation statement for each transaction. Each
statement includes a form that you may use to make additional investments,
sell shares or issue certificates.
If you already own shares of Dominion Resources and have certificates, you
can deposit them in Dominion Direct Investment for safekeeping.
You pay no fees or brokerage commissions when you buy shares and only
minimal brokerage commission fees when you sell shares.
Please read this booklet carefully. If you are a Dominion Resources
shareholder now - or if you decide to become a shareholder - please keep
this booklet with your permanent investment records, since it contains
important information about Dominion Direct Investment.
Dominion Resources Shareholder Administration will be the Administrator of
Dominion Direct Investment. Its mailing address, e-mail address and phone
numbers are:
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261-6532
[email protected]
1-800-552-4034
1-804-775-2500
2<PAGE>
Who Can Join
- Current shareholders of Dominion Resources.
- New investors residing in the U.S. who would like to become
shareholders.
- Foreign citizens are eligible to participate as long as their
participation would not violate any laws in their home countries.
How To Enroll
- If you are a Dominion Resources shareholder of record already, fill out
the Enrollment Form and return it to the Administrator along with your
investment of $40 or more.
- If you do not own Dominion Resources stock, or if you wish to establish
a separate account (for example, a joint account with your spouse, or as
a custodian for a minor), fill out the Enrollment Form and return it to
the Administrator. Enclose a check or money order, in U.S. dollars, for
a minimum investment of $250 or commit to make installment payments of
$40 or more for 12 consecutive months.
- If you own shares of Dominion Resources but they are held in the name of
a bank or broker (that is, in street name ), complete and send to the
Administrator, the Enrollment Form along with a check for $250 or more,
or commit to $40 or more a month for 12 consecutive months.
- If your shares are held in street name you cannot reinvest dividends
on those shares. However, you may transfer your Dominion Resources
street name shares to a Dominion Direct Investment account by
instructing your agent to register the shares in your name.
Methods of Investment
- All investments must be made in U.S. dollars.
- Maximum investment is $100,000 per quarter.
- New shareholders must make an initial investment of at least $250 or
commit to make monthly installments of $40 or more a month for 12
consecutive months.
- Additional investments must be at least $40 and in the form of a check
or money order made payable to Dominion Resources, Inc.
- Once you enroll in the plan you can authorize the Administrator to debit
your savings or checking account by completing a debit authorization
form.
3<PAGE>
How Shares are Purchased
- At Dominion Resources discretion, shares purchased through Dominion
Direct Investment will be either newly issued or purchased in the open
market. There are no fees to purchase shares.
- Open market purchases are made by an independent agent selected by the
Administrator.
- Shares will be purchased on the 5th and 20th of each month or the next
business day. Checks must be received two business days prior to a
purchase.
- Reinvested dividends will purchase shares on the 20th of the month or
the next business day in which a dividend is paid.
You will not earn interest on any cash investments. You can get a
refund on any cash investment up to 48 hours prior to the purchase of
any shares by writing to the Administrator.
How Shares are Priced
The price of share purchases through Dominion Direct Investment will be
either:
- for newly issued shares -- the average of the high and low sales
prices as reported on the New York Stock Exchange Composite Tape
and reported in The Wall Street Journal, or
- for open market purchases -- the average cost of all shares
purchased on a particular date.
You cannot instruct the Administrator to purchase shares at a specific
time or at a specific price under Dominion Direct Investment.
Dividends
By completing a dividend authorization you may select one of the following
options:
- Full dividend reinvestment
- Partial dividend reinvestment
- Cash dividends
-- you can receive a check or have your dividends directly
deposited to your bank account by completing a direct deposit
authorization form.
4<PAGE>
Sales
You can sell some or all of the shares you have accumulated in Dominion
Direct Investment or shares you currently hold by mailing the withdrawal
form attached to your statement, along with any certificates, signed
exactly as the name(s) appear on your account. Shares will be sold at
least once a week at the then current market price. Proceeds you receive
will be less the brokerage commission which is expected to be no more than
seven cents per share.
When you make a sale request you must specify the number of shares you want
sold not the dollar amount you would like to receive.
Please note that the Administrator cannot accept instructions to sell on a
specific day, at a specific price or by telephone.
If you prefer to have complete control over the exact timing and sales
prices, you can request a certificate for your shares and sell them through
a broker of your choosing.
Statements
The Administrator will send you a confirmation statement for each
transaction. Each statement includes a form that you may use to make
additional investments, sell shares, or issue certificates.
Stock Certificate
To get a stock certificate for any of the shares held in your plan account,
send written instructions to the Administrator. All certificates will be
issued in the account holder s name.
NOTE: FIVE SHARES MUST REMAIN IN YOUR ACCOUNT TO KEEP IT OPEN.
Share Safekeeping
Your stock certificates are valuable and expensive to replace if lost or
stolen. Dominion Direct Investment offers you the convenience of depositing
your certificates for safekeeping.
To deposit your stock certificates into your Dominion Direct Investment
account, send them to the Administrator with a completed and signed letter
of transmittal which can be obtained by calling the Administrator. DO NOT
ENDORSE THE CERTIFICATE.
We recommend that you use Registered Mail, insured for 2% of the market
value of the certificates.
Share Transfers
To transfer some or all of your shares to another name, call the
Administrator to request Transfer Instructions. Signatures must be
Medallion Guaranteed by a financial institution. Once your completed
transfer instructions are received, your request will be processed promptly
by the Administrator. This service is free.
A new Dominion Direct Investment account can only be opened with a transfer
of five shares or more.
5<PAGE>
Changes To Your Account
To stop reinvesting your dividends, or to stop automatic monthly
investments, send the Administrator written instructions signed exactly as
the name(s) appear on your account.
Please be sure to include your social security number and daytime phone
number on all correspondence.
Closing Accounts
To close your Dominion Direct Investment Account, give written notice to
the Administrator or complete and return the withdrawal form attached to
your confirmation statement.
Tax Consequences
All dividends paid to you - whether or not they are reinvested - are
considered taxable income including any brokerage fees we paid for open
market purchases. These fees are not expected to be more than seven cents
per share. The total amount will be reported to you, and to the Internal
Revenue Service, shortly after the end of each year.
Any sale of shares made through the Administrator will also be reported to
the IRS as required by law. Any profit or loss you incur should be
reflected when you file your income tax returns.
Dividends on Dominion Direct Investment shares held for non-resident aliens
or non-U.S. entities are generally subject to withholding taxes. Any
dividend reinvestment will be made net of any withholding taxes.
Be sure to keep your statements for income tax purposes. Special tax issues
may apply to some participants. We urge you to consult your own tax
advisor.
Voting
Each share of common stock is entitled to one vote in the election of
directors and other matters. Common shareholders are not entitled to
preemptive or cumulative voting rights.
For any shareholder meeting you will receive a proxy that will cover all
the Dominion Resources shares you hold, both in Dominion Direct Investment
and in the form of stock certificates. The proxy allows you to indicate how
you want your shares to be voted. We will vote your shares as you indicate.
If you do not vote your Dominion Direct Investment shares, the
Administrator will vote your shares according to the recommendation of
Dominion Resources Board of Directors.
Stock Splits and Other Distributions
If Dominion Resources declares a stock split or stock dividend, we will
credit your account with the appropriate number of shares on the payment
date.
If Dominion Resources decides to distribute shares in book-entry form
(rather than certificates), these shares will be added to your Dominion
Direct Investment account. The Administrator will serve as custodian of
your shares. You will be entitled to all the rights and privileges
outlined in this booklet.
6<PAGE>
In the event of a stock subscription or other offering of rights to
shareholders, your rights will be based on your total registered holdings
(the shares held in Dominion Direct Investment plus any shares held by
you).
Changes to Dominion Direct Investment
We may add to, modify or terminate Dominion Direct Investment and its
administrative procedures at any time. We will send you written notice of
any significant changes.
Responsibilities of Dominion Resources and the Administrator
Dominion Resources Shareholder Administration will administer Dominion
Direct Investment. The Administrator will respond to inquiries from
participants, maintain records, send statements of accounts, and perform
other duties related to Dominion Direct Investment. In addition, the
Administrator will administer the nominee account of Dominion Resources
shares held for the benefit of Dominion Direct Investment participants and
will appoint an independent agent who will be responsible for purchasing
and selling Dominion Resources shares in the open market. Dominion
Resources believes its serving as Administrator to Dominion Direct
Investment rather than a registered broker-dealer or federally insured bank
poses no material risk to any participating investor.
You should recognize that neither Dominion Resources nor the Administrator
can assure a profit or protect against a loss on Dominion Resources common
stock purchased under Dominion Direct Investment. The continuation of
Dominion Direct Investment by Dominion Resources does not constitute an
assurance with respect to either the value of Dominion Resources common
stock or whether Dominion Resources will continue to pay dividends on
Dominion Resources common stock or at what rate.
In acting under the terms and conditions of Dominion Direct Investment as
described in this Prospectus, neither Dominion Resources nor any of its
agents or subsidiaries shall be liable with respect to the price at which
Dominion Resources common stock is purchased for your account or with
respect to any fluctuation in the market value before or after the purchase
of Dominion Resources common stock.
Governing Law
The laws of the Commonwealth of Virginia govern the terms and conditions of
Dominion Direct Investment.
Use of Proceeds
The proceeds from the sale by Dominion Resources of newly issued common
shares offered by Dominion Direct Investment will be added to the general
corporate funds of Dominion Resources and will be used to meet its capital
requirements and the capital requirements of its subsidiaries.
Independent Accountants
The financial statements incorporated in this prospectus by reference from
Dominion Resources 1996 Annual Report on Form 10-K have been audited by
Deloitte & Touche, LLP., independent accountants, as stated in their report
which is incorporated herein by reference, and has been so incorporated in
reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
7<PAGE>
Legal Matters
Mr. James F. Stutts, Esq., Vice President and General Counsel of Dominion
Resources, has passed upon the legality of the securities being offered
pursuant to Dominion Direct Investment.
Limitations of Liability and Indemnification Under the Securities Act
Neither Dominion Resources nor the Administrator will be liable for any
act, or for any failure to act, as long as they have made good faith
efforts to carry out the terms of Dominion Direct Investment as described
in this Prospectus and on the forms that accompany each investment or
activity. The SEC believes that this liability limitation does not cover
violations of federal securities laws.
We indemnify our officers and directors to the fullest extent permitted
under Virginia law against all liabilities incurred in connection with
their service to us. The SEC believes that indemnification of officers and
directors for liabilities arising under the Securities Act of 1933 is
against public policy and unenforceable.
8<PAGE>
DRI LOGO
- Ticker Symbol (NYSE): D
- E-mail inquiries: Shareholder_Administration @domres.com
- Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261-6532
1-800-552-4034
1-804-775-2500
- Website address: www.domres.com<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated
Securities and Exchange Commission Registration Fee . $119,014
Printing Expenses . . . . . . . . . . . . . . . . . . 40,000
Accounting Fees and Expenses . . . . . . . . . . . . 25,000
New York Stock Exchange Listing Fee . . . . . . . . . 35,000
Legal Fees and Expenses . . . . . . . . . . . . . . . 25,000
Miscellaneous Expenses . . . . . . . . . . . . . . . 1,486
Total . . . . . . . . . . . . . . . . . . . . . . . . $245,500
Item 15. Indemnification of Directors and Officers.
Article VI of Dominion Resources' Articles of Incorporation mandates
indemnification of its directors and officers to the full extent permitted
by the Virginia Stock Corporation Act (the Virginia Act) and any other
applicable law. The Virginia Act permits a corporation to indemnify its
directors and officers against liability incurred in all proceedings,
including derivative proceedings, arising out of their service to the
corporation or to other corporations or enterprises that the officer or
director was serving at the request of the corporation, except in the case
of willful misconduct or a knowing violation of a criminal law. Dominion
Resources is required to indemnify its directors and officers in all such
proceedings if they have not violated this standard.
In addition, Article VI of Dominion Resources' Articles of Incorporation
limits the liability of its directors and officers to the full extent
permitted by the Virginia Act as now and hereafter in effect. The Virginia
Act places a limit on the liability of a director or officer in derivative
or shareholder proceedings equal to the lesser of (i) the amount specified
in the corporation's articles of incorporation or a shareholder-approved
bylaw; or (ii) the greater of (a) $100,000 or (b) twelve months of cash
compensation received by the director or officer. The limit does not apply
in the event the director or officer has engaged in willful misconduct or a
knowing violation of a criminal law or a federal or state securities law.
The effect of Dominion Resources' Articles of Incorporation, together with
the Virginia Act, is to eliminate liability of directors and officers for
monetary damages in derivative or shareholder proceedings so long as the
required standard of conduct is met.
The Company has purchased directors and officers liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company against certain losses resulting from
claims against them in their capacities as directors and officers to the
extent that such losses are not indemnified by the Company and (2) the
Company to the extent that it indemnifies such directors and officers for
losses as permitted under the laws of Virginia.
R-1<PAGE>
Item 16. Exhibits.
Exhibit No. Description of Document
4(i) Articles of Incorporation as in effect on May 4, 1987
(Exhibit 3(i), Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-8489, incorporated by
reference).
4(ii) Bylaws as in effect on September 21, 1994 (Exhibit 3(ii),
Form 10-K for the fiscal year ended December 31, 1994,
File No. 1-8489, incorporated by reference).
5 Opinion of James F. Stutts, Esq., Vice President and
General Counsel of Dominion Resources, Inc. (filed
herewith).
23(i) Consent of James F. Stutts, Esq., Vice President and
General Counsel of Dominion Resources, Inc. (contained in
Exhibit 5).
23(ii) Consent of Deloitte & Touche LLP (filed herewith).
23(iii) Consent of Deloitte & Touche (fled herewith).
24 Powers of Attorney (Included herein).
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b), if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
R-2<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
R-3<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, the Commonwealth of Virginia, on
February 11, 1998.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
Thos. E. Capps
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities
indicated, on February 11, 1998. Each person whose signature appears below
hereby authorizes either agent for service named in the registration
statement, as attorney-in-fact, to sign on his/her behalf individually and
in each capacity stated below and file all amendments and post-effective
amendments to the registration statement, and Dominion Resources hereby
confers like authority to sign and file on its behalf.
Signature Title
/s/JOHN B. ADAMS, JR.
John B. Adams, Jr. Director
/s/JOHN B. BERNHARDT
John B. Bernhardt Director
/s/THOS. E. CAPPS
Thos. E. Capps Chairman of the Board of
Directors, President and Chief
Executive Officer
/s/BENJAMIN J. LAMBERT, III
Benjamin J. Lambert, III Director
/s/RICHARD L. LEATHERWOOD
Richard L. Leatherwood Director
/s/HARVEY L. LINDSAY, JR.
Harvey L. Lindsay, Jr. Director
/s/K. A. RANDALL
K. A. Randall Director
/s/WILLIAM T. ROOS
William T. Roos Director
R-4<PAGE>
Signature Title
/s/FRANK S. ROYAL
Frank S. Royal Director
Judith B. Sack Director
/s/S. DALLAS SIMMONS
S. Dallas Simmons Director
Robert H. Spilman Director
/s/E. M. ROACH, JR.
E. M. Roach, Jr. Executive Vice President (Chief
Financial Officer)
/s/J. L. TRUEHEART
J. L. Trueheart Vice President and Controller
(Principal Accounting Officer)
<PAGE>
Exhibit No. Exhibit
4(i) Articles of Incorporation as in effect May 4,
1987 (Exhibit 3(i), Form 10-K for the fiscal
year ended December 31, 1993, File No. 1-
8489, incorporated by reference).
4(ii) Bylaws as in effect September 21, 1994
(Exhibit 3(ii), Form 10-K for the fiscal year
ended December 31, 1994, File No. 1-8489,
incorporated by reference).
5 Opinion of James F. Stutts, Esq., Vice
President and General Counsel of Dominion
Resources, Inc. (filed herewith).
23(i) Consent of James F. Stutts, Esq., Vice
President and General Counsel of Dominion
Resources, Inc. (contained in Exhibit 5).
23(ii) Consent of Deloitte & Touche LLP (filed
herewith).
23(iii) Consent of Deloitte & Touche (filed
herewith).
24 Powers of attorney (included herein).<PAGE>
Exhibit 5
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
February 11, 1998
Board of Directors
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
Dear Sir/Madam:
I am Vice President and General Counsel of Dominion Resources,
Inc. (the Company), and I have advised the Company in connection
with the registration, pursuant to a Registration Statement on
Form S-3 being filed with the Securities and Exchange Commission
under the Securities Act of 1933 of 10,000,000 shares of the
Company s Common Stock, without par value (the Common Stock),
which have been reserved for issuance pursuant to the Dominion
Resources, Inc. dividend reinvestment and stock purchase plan,
Dominion Direct Investment (Dominion Direct). In connection with
the filing of the Registration Statement, you have requested my
opinion concerning certain corporate matters.
I am of the opinion that the issuance of Common Stock has been
duly authorized and when issued in accordance with the terms and
provisions of Dominion Direct, the shares of Common Stock will be
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement. In giving this consent, I do not
thereby admit that I am within the category of persons where
consent is required under Section 7 of the Securities Act of 1933
and the rules and regulations thereunder.
Very truly yours,
/s/James F. Stutts
James F. Stutts, Esq.
Vice President and General Counsel <PAGE>
Exhibit 23(ii)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement of Dominion Resources, Inc. on Form S-3 of our report
dated February 11, 1997, incorporated by reference in the Annual
Report on Form 10-K of Dominion Resources, Inc. for the year
ended December 31, 1996 and to the reference to us under the
heading "Independent Accountants" in the Prospectus, which is a
part of this Registration Statement.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Richmond, Virginia
February 11, 1998<PAGE>
Exhibit 23(iii)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of Dominion Resources, Inc. on Form S-3 of our report
dated March 12, 1997 on the financial statements of East Midlands
Electricity plc for the year ended March 31, 1996, appearing in
the current report on Form 8-K/A, of Dominion Resources, Inc.
dated March 20, 1997.
/s/Deloitte & Touche
DELOITTE & TOUCHE
Chartered Accountants
London, England
11 February 1998<PAGE>
