<PAGE>
SECURITIES AND EXCHANGE COMMISION
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 1998 Annual Report
on Form 10-K to include the following 1998 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/ THOMAS N. CHEWNING
------------------
Thomas N. Chewning
Executive Vice President,
Chief Financial Officer
Date: May 14, 1999
<PAGE>
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, 1998
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 of the plan and the address
of its principal executive office:
DOMINION RESOURCES, INC.
P. O. Box 26532
120 Tredegar Street
Richmond, Virginia 23261
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
----------
<S> <C>
Independent Auditors' Report F-2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1998 and 1997 F-3
Statements of Changes in Net Assets Available
for Benefits for the Years Ended
December 31, 1998 and 1997 F-4
Notes to Financial Statements F-5 - F-20
Supplemental Schedules as of and for the year ended December 31, 1998:
Item 27a Schedule of Assets Held for Investment
Purposes F-21
Item 27d Schedule of Reportable Transactions F-22
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Organization, Compensation and Nominating 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, 1998 and 1997 and for
the years ended December 31, 1998 and 1997, 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, 1998
and 1997, and the changes in net assets available for benefits for the years
then ended 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
listed in the Table of Contents 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 1998 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.
Richmond, Virginia
May 14, 1999
F-2
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
December 31,
ASSETS 1998 1997
<S> <C> <C>
Investments (Notes 1 and 2):
Dominion Resources, Inc., Common Stock $237,078,039 $227,358,045
Common/Collective Trusts 115,001,303 83,467,788
Interest in Certus Stable Value Fund (Note 7) 59,717,276 44,640,390
Mutual Funds 116,975,232 101,096,713
Loans To Participants 10,164,819 9,620,638
Total Investments 538,936,669 466,183,574
Receivables:
Interest 292,331 232,683
Other 116,216 2,219,510
Total Receivables 408,547 2,452,193
Cash 654,894 123,233
Total Assets 540,000,110 468,759,000
Liabilities - Other 227,936 602,594
Net Assets Available for Benefits $539,772,174 $468,156,406
</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 BENEFITS
For Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
For Years Ended December 31,
1998 1997
<S> <C> <C>
Investment income:
Net appreciation
in fair value of investments (Note 5) $ 46,008,500 $ 51,284,949
Dividend income 17,098,672 17,266,136
Interest and other income 4,141,937 3,610,729
Total investment income 67,249,109 72,161,814
Contributions:
Participant (Note 1) 23,753,692 23,543,017
Participating companies (Note 1) 7,977,919 7,457,675
Total additions 98,980,720 103,162,506
Benefits paid to participants 24,572,163 30,900,004
Administrative expenses 254,633 165,007
Total deductions 24,826,796 31,065,011
Net increase before transfer 74,153,924 72,097,495
Transfer of participants' assets to/(from)
the Plan (to)/from other plans: (2,538,156) (64,727)
Net increase 71,615,768 72,032,768
Net assets available for benefits:
Beginning of year 468,156,406 396,123,638
End of year $539,772,174 $468,156,406
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
______________________________________
1. DESCRIPTION OF PLAN
The following description of the Dominion Resources, Inc. Employee Savings
Plan (the Plan) provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
a. GENERAL - The Plan is a defined contribution pension plan covering all
full-time salaried employees of the Participating Companies (see Note
1.d) who have six months of service and are age 18 or older. Virginia
Electric and Power Company (the Company) a wholly-owned subsidiary of
Dominion Resources, Inc. (DRI), is the designated Plan sponsor,
fiduciary and administrator. Mellon Bank serves as the trustee of
the Plan. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
b. CONTRIBUTIONS -
January 1, 1997 - April 30, 1998:
A maximum of 17% of the participant's eligible earnings and
9% of highly compensated employee's eligible earnings could be
invested in the Plan. Of the 17%, up to 12% could 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 DRI common stock.
May 1, 1998 - December 31, 1998:
A maximum of 20% of the participant's eligible earnings and 10% of
highly compensated employee's eligible earnings can be invested in the
Plan. Of the 20%, up to 15% 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 DRI common
stock.
c. PARTICIPANT ACCOUNTS - Each participant's account includes the effect
of the participant's contributions and withdrawals, as applicable, and
allocations of the Company's contributions, Plan earnings, and
administrative expenses. Allocations are based on participant
earnings or account balances, as defined. Forfeited balances of
terminated participants' non-vested accounts are used to reduce future
Participating Companies' contributions. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
F-5
<PAGE>
d. PLAN PARTICIPANTS - Any subsidiary of DRI may adopt the Plan for the
benefit of its qualified salaried employees subject to approval of the
Board of Directors of the Company. Currently only Dominion Resources,
Inc., Dominion Energy, Dominion Capital, Vidalia Audit, Inc. and
Company employees are participating in the Plan.
There were 5,306 and 5,443 participants in the Plan as of December 31,
1998 and 1997, respectively.
e. VESTING -
Participants become vested in their own contributions and the earnings
on these amounts immediately, and in the participating companies'
matching contributions and earnings after three years of service.
Matching contributions vest immediately for participants aged 55 or
older.
f. INVESTMENT OPTIONS
The Plan provides for employee contributions to be invested in the
following:
(1) Common Stock:
Dominion Resources, Inc. (DRI) Common Stock Fund- All investments
are in DRI Common Stock or cash equivalent investments for partial
shares.
(2) Interest in Certus Stable Value Fund:
Certus Stable Value Fund - The fund invests in investment contracts of
insurance companies and commercial banks and U.S. Government or agency
backed bonds.
(3) Mutual Funds:
Premier Managed Income Fund - The fund invests primarily in
investment-grade corporate and U.S. Government obligations having
maturities of 10 years or less.
Dreyfus Balanced Fund, Inc. - The fund invests in equity and debt
securities of domestic and foreign issuers.
The Crabbe Huson Equity Fund, Inc. - The fund invests in common stocks
that have large market capitalization.
Templeton Foreign Fund - The fund invests primarily in equity and debt
securities of companies and governments outside the U.S.
Warburg Pincus Emerging Growth Fund - The fund invests in equity
securities of primarily domestic emerging growth companies.
F-6
<PAGE>
(4) Common/Collective Trust:
Mellon EB Daily Liquidity Index Fund - The fund invests primarily in
the 500 stocks of the S&P 500 and may also invest in exchange traded
options and financial futures.
Upon enrollment in the Plan, a participant may direct employee
contributions 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 funds.
Company matching contributions are automatically contributed into the
DRI Common Stock fund. However, participants who are under age 50 may
transfer 50% of the value of their 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.
g. LOANS TO PARTICIPANTS - Participants are eligible to secure loans
against their plan account and repay the amount over a one to five-
year period. The minimum loan amount is $1,000 and the maximum loan
amount is the lesser of:
. 50% of the vested account balance or
. $50,000 (reduced by the maximum outstanding loan balance during the
prior twelve months).
Loan transactions are treated as a transfer between the respective
investment fund and the loan fund. 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.
h. PAYMENT OF BENEFITS - Distributions from the Plan are recorded on the
valuation date when a participant's valid withdrawal request is
processed by the recordkeeper. On termination of service, a
participant may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account, or
defer the payment to a future time no later than the year in which the
participant attains age 70 1/2. There were no amounts payable to
participants at December 31, 1998 and 1997.
F-7
<PAGE>
i. FLEXIBLE DIVIDEND - During the first quarter of 1998, the Board of
Directors of the Company approved an amendment to the Plan that adopts
a KSOP provision (combines the features of a 401K and an Employee
Stock Ownership Plan) effective May 1, 1998. The KSOP allows
participants the choice of (1) receiving cash dividends paid on vested
shares held in their DRI Common Stock Fund or (2) continuing to
reinvest the dividends in the fund.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. VALUATION OF INVESTMENTS:
(1) DRI Common Stock Fund - The investments of the Stock Fund are stated at
fair value based on the closing sales price reported on the New York
Stock Exchange on the last business day of the year.
(2) Mutual Funds - Investments in mutual funds are valued at quoted market
prices which represent the net asset values of shares held by the Plan
at year end.
(3) Common/Collective Trusts - 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.
(4) Investment Contracts - The guaranteed investment contracts within the
Certus Stable Value Fund are valued at contract value. Contract value
represents contributions made under the contract, plus earnings, less
Plan withdrawals and administrative expenses.
b. INVESTMENT INCOME - Dividend income is recognized on the ex-dividend date.
c. EXPENSES - The Plan's expenses are accrued as incurred and paid by the
Plan, as provided by the Plan document.
d. 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.
F-8
<PAGE>
3. 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:
1998 1997
Investment at Fair Value as Determined
by Quoted Market Price:
DRI Common Stock $237,078,039 $227,358,045
Dreyfus Balanced Fund 51,201,732 47,064,871
Certus Stable Value 59,717,276 -
Warburg Pincus Emerging Growth Fund 30,532,095 -
Investments at Estimated Fair Value:
Mellon EB Daily Liquidity Index Fund 114,990,106 82,903,904
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The Plan's investments (including investments bought, sold, as well as held
during the year) appreciated (depreciated) in value by $46,008,500 in 1998
and $51,284,949 in 1997, as follows:
a. Realized Gains 1998 1997
Investment at fair value as determined
By quoted market price:
Common Stock $ 5,767,642 $ 4,151,677
Interest in Certus Stable Value Fund 1,840 1,157
Mutual Funds 4,441,064 9,873,380
10,210,546 14,026,214
Investments at estimated fair value:
Common/Collective Trust Funds 4,031,493 3,703,099
$14,242,039 $17,729,313
F-9
<PAGE>
b. Unrealized Gains/(Loss) 1998 1997
Investment at fair value as determined
By quoted market price:
Common Stock $15,188,990 $17,986,445
Mutual Funds (4,378,444) (1,683,672)
10,810,546 16,302,773
Investments at estimated fair value:
Common/Collective Trust Funds 20,955,915 17,252,863
$31,766,461 $33,555,636
c. Net Appreciation/(Depreciation)
in Fair Value of Investment
Investment at fair value as determined
By quoted market price:
Common Stock $20,956,632 $22,138,122
Interest in Certus Stable Value Fund 1,840 1,157
Mutual Funds 62,620 8,189,708
21,021,092 30,328,987
Investments at estimated fair value:
Common/Collective Trust Funds 24,987,408 20,955,962
$46,008,500 $51,284,949
5. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the
event of any termination of the Plan, or upon complete or partial
discontinuance of contributions, the accounts of each affected participant
shall become fully vested.
6. BY FUND INFORMATION
The net assets available for benefits and the changes in net assets
available for benefits by investment fund are as follows:
F-10
<PAGE>
<TABLE>
Dominion Resources, Inc. Employee Savings Plan
Statement of Net Assets Available for Benefits by Fund
December 31, 1998
<CAPTION>
Participant Directed
Mellon EB
DRI Common Certus Stable Dreyfus Daily Liquidity Crabbe Huson
Assets Total Stock Fund Value Fund Balanced Fund Index Fund Equity Fund
- ------
<S> <C> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Common stock $237,078,039 $95,590,459
Common/collective trust 115,001,303 4,089 $114,990,106
Interest in Certus Stable Value
Fund 59,717,276 $59,717,276
Mutual funds 116,975,232 $51,201,732 $18,531,108
Loans 10,164,819
Total investments 538,936,669 95,594,548 59,717,276 51,201,732 114,990,106 18,531,108
Receivables:
Interest 292,331 683 290,606
Other 116,216 11,090 426
Total receivables 408,547 11,773 290,606 426
Cash 654,894 55,014 46,260 69,707 161,051 72,145
Total assets 540,000,110 95,661,335 60,054,142 51,271,439 115,151,157 18,603,679
Liabilities - other 227,936 68,264 42,440 426
Net assets available for benefits $539,772,174 $95,593,071 $60,011,702 $51,271,439 $115,151,157 $18,603,253
</TABLE>
F-11
<PAGE>
<TABLE>
Dominion Resources, Inc. Employee Savings Plan
Statement of Net Assets Available for Benefits by Fund
December 31, 1998
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Assets Income Fund Fund Growth Fund Fund Stock Fund
- ------
<S> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Common stock $141,487,580
Common/collective trust $ 898 6,210
Interest in Certus Stable Value Fund
Mutual funds $4,548,591 $12,161,706 $30,532,095
Loans 10,164,819
Total investments 4,548,591 12,161,706 30,532,095 10,165,717 141,493,790
Receivables:
Interest 4 1,038
Other 25,000 79,700
Total receivables 25,000 4 80,738
Cash 13,281 40,765 116,073 (2,963) 83,561
Total assets 4,586,872 12,202,471 30,648,168 10,162,758 141,658,089
Liabilities - other 570 116,236
Net assets available for benefits $4,586,872 $12,202,471 $30,647,598 $10,162,758 $141,541,853
</TABLE>
F-12
<PAGE>
<TABLE>
Dominion Resources, Inc. Employee Savings Plan
Statement of Net Assets Available for Benefits by Fund
December 31, 1997
<CAPTION>
Participant Directed
Dreyfus Mellon EB
DRI Common Certus Stable Balanced Daily Liquidity Crabbe Huson
Assets Total Stock Fund Value Fund Fund Index Fund Equity Fund
- ------
<S> <C> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Common stock $227,358,045 $97,187,920
Common/collective trust 83,467,788 192,941 $82,903,904
Interest in Certus Stable
Value Fund 44,640,390 $44,640,390
Mutual funds 101,096,713 $47,064,871 $16,949,424
Loans 9,620,638
Total investments 466,183,574 97,380,861 44,640,390 47,064,871 82,903,904 16,949,424
Receivables:
Interest 232,683 2,603 225,973
Other 2,219,510 1,340,584
Total receivables 2,452,193 1,343,187 225,973
Cash 123,233 27,211 730 93,573 597
Total assets 468,759,000 98,751,259 44,867,093 47,158,444 82,904,501 16,949,424
Liabilities - other 602,594 74,403 130,247 117,551
Net assets available for
benefits $468,156,406 $98,676,856 $44,867,093 $47,028,197 $82,904,501 $16,831,873
</TABLE>
F-13
<PAGE>
<TABLE>
Dominion Resources, Inc. Employee Savings Plan
Statement of Net Assets Available for Benefits by Fund
December 31, 1997
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Assets Income Fund Fund Growth Fund Fund Stock Fund
------
<S> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Common stock $130,170,125
Common/collective trust $ 112,524 258,419
Interest in Certus Stable
Value Fund
Mutual funds $3,176,350 $11,224,996 $22,681,072
Loans 9,620,638
Total investments 3,176,350 11,224,996 22,681,072 9,733,162 130,428,544
Receivables:
Interest 513 3,594
Other 878,926
Total receivables 513 882,520
Cash (2) (2,943) 4,067
Total assets 3,176,350 11,224,994 22,681,072 9,730,732 131,315,131
Liabilities - other 7,409 71,872 115,164 85,948
Net assets available for benefits $3,168,941 $11,153,122 $22,565,908 $9,730,732 $131,229,183
</TABLE>
F-14
<PAGE>
<TABLE>
Dominion Resources, Inc. Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits by Fund
For Year Ended December 31, 1998
<CAPTION>
Participant Directed
Certus Dreyfus Mellon EB
DRI Common Stable Balanced Daily Liquidity Crabbe Huson
Total Stock Fund Value Fund Fund Index Fund Equity Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation/(depreciation)
in fair value of investments (Note 5) $ 46,008,500 $ 8,298,826 $ 1,840 $ 3,097,108 $ 23,151,103 $(1,943,806)
Dividend income 17,098,672 5,225,488 1,416,196 1,754,748 107,305
Interest and other income 4,141,937 10,314 3,113,246
Total investment income (Loss) 67,249,109 13,534,628 3,115,086 4,513,304 24,905,851 (1,836,501)
Contributions:
Participant (Note 1) 23,753,692 2,022,200 2,949,254 2,723,646 6,181,154 3,172,525
Participating companies (Note 1) 7,977,919
Total additions 98,980,720 15,556,828 6,064,340 7,236,950 31,087,005 1,336,024
Benefits paid to participants 24,572,163 4,611,601 4,618,487 1,968,861 3,588,827 873,000
Administrative expenses 254,633 36,113 (62,069) 13,648 67,127 6,936
Total deductions 24,826,796 4,647,714 4,556,418 1,982,509 3,655,954 879,936
Net increase/(decrease) before transfers 74,153,924 10,909,114 1,507,922 5,254,441 27,431,051 456,088
Interfund transfers, net (13,668,130) 14,498,995 (671,480) 5,385,834 1,324,376
Net transfer of participants' assets
between plans (2,538,156) (324,769) (862,308) (339,719) (570,229) (9,084)
Net increase 71,615,768 (3,083,785) 15,144,609 4,243,242 32,246,656 1,771,380
Net assets available for benefits:
Beginning of year 468,156,406 98,676,856 44,867,093 47,028,197 82,904,501 16,831,873
End of year $539,772,174 $ 95,593,071 $60,011,702 $51,271,439 $115,151,157 $18,603,253
</TABLE>
F-15
<PAGE>
<TABLE>
Dominion Resources, Inc. Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits by Fund
For Year Ended December 31, 1998
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Income Fund Income Fund Growth Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation/(depreciation)
In fair value of investments (Note 5) $ (78,288) $(1,012,394) $ 1,836,305 $ 12,657,806
Dividend income 298,672 326,074 7,970,189
Interest and other income $ 1,002,645 15,732
Total investment income (Loss) 220,384 (686,320) 1,836,305 1,002,645 20,643,727
Contributions:
Participant (Note 1) 496,458 1,738,319 4,470,136
Participating companies (Note 1) 7,977,919
Total additions 716,842 1,051,999 6,306,441 1,002,645 28,621,646
Benefits paid to participants 179,906 514,443 1,008,975 174,206 7,033,857
Administrative expenses 1,235 3,948 9,914 122,700 55,081
Total deductions 181,141 518,391 1,018,889 296,906 7,088,938
Net increase/(decrease) before transfers 535,701 533,608 5,287,552 705,739 21,532,708
Interfund transfers, net 870,762 547,672 2,802,505 (320,097) (10,770,437)
Net transfer of participants' assets
between plans 11,468 (31,931) (8,367) 46,384 (449,601)
Net increase 1,417,931 1,049,349 8,081,690 432,026 10,312,670
Net assets available for benefits:
Beginning of year 3,168,941 11,153,122 22,565,908 9,730,732 131,229,183
End of year $4,586,872 $12,202,471 $30,647,598 $10,162,758 $141,541,853
</TABLE>
F-16
<PAGE>
<TABLE>
Dominion Resources, Inc. Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits by Fund
For Year Ended December 31, 1997
<CAPTION>
Participant Directed
Certus Mellon EB
DRI Common Stable Dreyfus Daily Liquidity Crabbe Huson
Total Stock Fund Value Fund Balanced Fund Index Fund Equity Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation/(depreciation)
In fair value of investments (Note 5) $ 51,284,949 $ 9,298,012 $ 1,158 $ 5,627,656 $18,009,278 $ 2,403,589
Dividend income 17,266,136 6,363,373 848,922 1,532,321 33,431
Interest and other income 3,610,729 19,056 2,633,317 245,734
Total investment income 72,161,814 15,680,441 2,634,475 6,722,312 19,541,599 2,437,020
Contributions:
Participant (Note 1) 23,543,017 2,615,112 3,173,056 2,565,734 5,493,143 3,056,811
Participating companies (Note 1) 7,457,675
Total additions 103,162,506 18,295,553 5,807,531 9,288,046 25,034,742 5,493,831
Benefits paid to participants 30,900,004 6,676,627 4,887,344 3,327,585 4,290,462 349,371
Administrative expenses 165,007 39,392 20,203 13,516 47,181 4,608
Total deductions 31,065,011 6,716,019 4,907,547 3,341,101 4,337,643 353,979
Net increase/(decrease) before transfers 72,097,495 11,579,534 899,984 5,946,945 20,697,099 5,139,852
Interfund transfers, net (17,650,575) 4,542,962 2,097,143 5,045,450 4,657,377
Net transfer of participants' assets
between plans (64,727) 225,445 9,489 (124,026) (71,441) 24,752
Net increase 72,032,768 (5,845,596) 5,452,435 7,920,062 25,671,108 9,821,981
Net assets available for benefits:
Beginning of year 396,123,638 104,522,452 39,414,658 39,108,135 57,233,393 7,009,892
End of year $468,156,406 $ 98,676,856 $44,867,093 $47,028,197 $82,904,501 $16,831,873
</TABLE>
F-17
<PAGE>
<TABLE>
Dominion Resources, Inc. Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits by Fund
For Year Ended December 31, 1997
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Income Fund Income Fund Growth Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation/(depreciation)
in fair value of investments (Note 5) $ 56,494 $ 101,969 $ 2,946,684 $ 12,840,109
Dividend income 133,661 310,931 8,043,497
Interest and other income 10,853 $ 675,379 26,390
Total investment income 201,008 412,900 2,946,684 675,379 20,909,996
Contributions:
Participant (Note 1) 433,846 1,792,031 4,413,284
Participating companies (Note 1) 7,457,675
Total additions 634,854 2,204,931 7,359,968 675,379 28,367,671
Benefits paid to participants 182,751 500,694 649,302 789,389 9,246,479
Administrative expenses 620 3,046 6,716 (24,451) 54,176
Total deductions 183,371 503,740 656,018 764,938 9,300,655
Net increase/(decrease) before transfers 451,483 1,701,191 6,703,950 (89,559) 19,067,016
Interfund transfers, net 1,245,035 4,957,435 6,053,378 2,321,434 (13,269,639)
Net transfer of participants' assets
between plans (367) 12,896 72,957 56,978 (271,410)
Net increase 1,696,151 6,671,522 12,830,285 2,288,853 5,525,967
Net assets available for benefits:
Beginning of year 1,472,790 4,481,600 9,735,623 7,441,879 125,703,216
End of year $3,168,941 $11,153,122 $22,565,908 $9,730,732 $131,229,183
</TABLE>
F-18
<PAGE>
7. PLAN INTEREST IN THE CERTUS STABLE VALUE FUND
The Plan's investments are in a Master Trust which was established for the
investment of assets for the Plan and other Company sponsored plans (the
Virginia Power Hourly Employee Savings Plan and the Dominion Subsidiary
Savings Plan). The assets of the Master Trust are held by Mellon Bank. As
of December 31, 1998 and 1997, the assets of the Master Trust were
separately maintained by each Company sponsored plan, with the exception of
the Certus Stable Value Fund (Certus Fund). As of December 31, 1998 and
1997, the Plan's interest in the net assets of the Certus Fund was
approximately 73% and 70%, respectively. Investment income and
administrative expenses relating to the Certus Fund are allocated to the
individual plans based upon average monthly balances invested by each plan.
The following table presents the fair value of the undivided investments in
the Certus Fund held by the Master Trust:
<TABLE>
<CAPTION>
December 31,
1998 1997
<S> <C> <C>
Investments at fair value:
Guaranteed Investment Contracts $74,692,313 $58,085,100
Common/collective trust 9,764,282 7,012,518
Total $84,456,595 $65,097,618
Investment income for the Certus Stable Value
Fund is as follows:
Net appreciation in fair value of investments $ 3,755,318 $ 426,972
Interest 4,477,951 3,883,054
Total $ 8,233,269 $ 4,310,026
</TABLE>
8. VALUATION OF INVESTMENT CONTRACTS
The Plan's investment contracts are fully-benefit responsive and have been
presented on the financial statements at contract value. The Plan's
portion of the contracts has an estimated fair value of $60,019,382 and
$44,875,042 at December 31, 1998 and 1997, respectively. The underlying
investment contracts are carried at variable and fixed rates with
expiration dates through 2007. The variable rates are reviewed and
adjusted quarterly. The average yield on the contracts are estimated at
6.26% and 6.57% at December 31, 1998 and December 31, 1997.
9. TAX STATUS
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
pretax contributions allocated to the participant's account until such time
as the participant or the participant's beneficiaries receive distributions
from the Plan.
F-19
<PAGE>
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. The Plan has been amended since receiving the determination letter.
However, the Company believes that the Plan is currently designed and
operating in compliance with the applicable requirements of the Internal
Revenue Code.
10. SUBSEQUENT EVENT
Effective April 1, 1999 two of the current funds were replaced. The Crabbe
Huson Equity Fund was replaced by the MAS Mid Cap Value Fund and the
Dreyfus Balanced Fund, Inc. was replaced by the Dreyfus Premier Balanced
Fund. No action was required of the participants as a result of these
changes. The same payroll elections continued for participants contributing
to either the Crabbe Huson Equity or the Dreyfus Balanced Fund, Inc. as of
April 1, 1999. A balance in either of the replaced funds, as of March 31,
1999 was automatically transferred to the corresponding new fund as of
April 1, 1999.
Participants who did not want balances transferred to the new funds were
given the opportunity to reallocate balances among the other investment
funds on or before March 31, 1999.
F-20
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1998
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Current
Description Cost Value
Dominion Resources, Inc., Common Stock $183,264,961 $237,078,039
Interest in Certus Stable Value Fund
Certus Stable Value Fund 59,717,276 59,717,276
Common/Collective Trusts
DRI Common Stock Fund 10,299 10,299
Loan Fund 898 898
Mellon S&P 500 Index Daily Fund 114,435,506 114,990,106
114,446,703 115,001,303
Mutual Funds
Crabbe Huson Equity Fund Inc. 18,778,520 18,531,108
Dreyfus Balanced Fund Inc. 51,299,452 51,201,732
Premier Managed Income Fund 4,544,119 4,548,591
Templeton Foreign Fund Inc. 12,289,457 12,161,706
Warburg Pincus Emerging Growth Fund 30,235,563 30,532,095
117,147,111 116,975,232
Loans to Participants 10,164,819 10,164,819
Total Assets Held for Investment $484,740,870 $538,936,669
F-21
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1998
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 and the
Dominion Subsidiary 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 and the
Dominion Subsidiary Savings Plan, except for the Certus Stable Value Fund.
Schedules that report the 5% transactions which transpired in 1998 for this
trust were filed in paper format as Exhibit 99(i).
F-22
<PAGE>
SECURITIES AND EXCHANGE COMMISION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d) of the
Securities Exchange Act of 1934
(Mark One) :
X A REPORT PURSUANT TO SECTION 15 (D) OF THE SECURITIE
- -----
EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 1998
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
120 Tredegar Street
Richmond, Virginia 23261
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Independent Auditors' Report F-2
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1998 and 1997 F-3
Statements of Changes in Net Assets Available
for Benefits for the Years Ended
December 31, 1998 and 1997 F-4
Notes to Financial Statements F-5 - F-20
Supplemental Schedules as of December 31, 1998:
Item 27a - Schedule of Assets Held for Investment
Purposes F-21
Item 27d - Schedule of Reportable Transactions F-22
</TABLE>
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, Compensation and Nominating Committee of the
Board of Directors of Dominion Resources, Inc.
We have audited the accompanying financial statements of the Dominion Subsidiary
Savings Plan (the Plan) as of December 31, 1998 and 1997 and for the years ended
December 31, 1998 and 1997, 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, 1998
and 1997, and the changes in net assets available for benefits for the years
ended December 31, 1998 and 1997 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
listed in the Table of Contents 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 1998 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.
Richmond, Virginia
May 14, 1999
F-2
<PAGE>
DOMINION RESOURCES, INC.
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
ASSETS 1998 1997
------
Investments (Notes 1 and 2):
Dominion Resources, Inc., Common Stock $2,422,703 $1,531,994
Common/Collective Trusts 1,654,721 863,944
Interest in Certus Stable Value Fund 1,082,468 625,665
Mutual Funds 3,108,641 2,079,050
Loans To Participants 291,450 231,367
Total Investments 8,559,983 5,332,020
Receivables:
Interest 8,248 4,657
Contributions:
Participants 99,694 47,803
Participating companies 34,210 14,299
Total receivables 142,152 66,759
Other 386 3,777
Total assets 8,702,521 5,402,556
LIABILITIES
Other Liabilities 4,246
Net Assets Available for Benefits $8,698,275 $5,402,556
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
DOMINION RESOURCES, INC.
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Years Ended December 31,
1998 1997
Investment income:
Dividends $ 207,416 $ 108,309
Interest and other 71,377 63,535
Net appreciation in fair value
of investments (Note 4) 511,028 577,340
Total investment income 789,821 749,184
Contributions (Note 1):
Participants 1,881,460 1,080,983
Participating companies 625,919 397,339
Total additions 3,297,200 2,227,506
Benefits paid to participants 501,399 277,929
Administrative expense 12,424 6,314
Total Deductions 513,823 284,243
Net increase before transfers 2,783,377 1,943,263
Transfer of participants' assets
to the Plan from other plans 512,342 1,591,698
Net assets available for benefits:
Beginning of year 5,402,556 1,867,595
End of year $8,698,275 $5,402,556
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
1. DESCRIPTION OF PLAN
The following description of the Dominion Subsidiary Savings Plan ( the
"Plan") provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's provisions.
a) GENERAL
The Plan is a defined contribution pension plan covering all employees
of 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; Dominion Appalachian
Development, Inc,; Two Rivers Country Club; Dominion Energy Services,
Inc., Dominion Midwest Energy; Great Lakes Compression, Inc.; First
Dominion Capital, LLC; and OptaCor Financial Services Company (the
Participating Companies). Employees are eligible who have six months
of service and are age 18 or older 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. Dominion Capital, Inc. (the
"Company"), a wholly-owned subsidiary of Dominion Resources (DRI), is
the designated Plan sponsor and fiduciary . DRI is the plan
administrator. Mellon Bank serves as the trustee of the Plan. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
b) CONTRIBUTIONS
A maximum of 17% (20% as of May 1, 1998) of the participant's eligible
earnings can be invested in the Plan. Of this 17%, up to 12% (15% as
of May 1, 1998) 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.
c) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contributions, as applicable, and allocations of (a) the Company's
contributions and (b) Plan earnings, and debited with withdrawals and
an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. Forfeited
balances of terminated participants' nonvested accounts are used to
reduce future Company contributions. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
F-5
<PAGE>
d) PLAN PARTICIPANTS
There were 525 and 422 participants in the Plan as of December 31,
1998 and 1997, respectively.
e) VESTING
Participants become vested in their own contributions and the earnings
on these amounts immediately and in the Participating Companies'
matching contributions and earnings after three years of service.
f) INVESTMENT OPTIONS
Upon enrollment in the Plan, a participant may direct employee
contributions 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 as soon as administratively practicable.
Participants can make unlimited transfers among existing fund
balances.
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.
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 invests in investment contracts of
insurance companies and commercial banks and U.S. Government or agency
backed bonds.
Premier Managed Income Fund - The fund invests mainly in U. S.
Government securities and corporate bonds, but may also invest in
foreign securities.
Dreyfus Balanced Fund, Inc. - The fund invests in equities, fixed
income securities and cash equivalents.
Mellon EB Daily Liquidity Index Fund - 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 may invest in domestic
and foreign securities.
F-6
<PAGE>
Warburg Pincus Emerging Growth Fund - The fund invests in equity
securities of primarily domestic emerging growth companies.
Templeton Foreign Fund - The fund invests primarily in foreign
securities and bonds.
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 or
. $50,000 (reduced by the maximum outstanding loan balance during
the prior twelve months)
Loan transactions are treated as a transfer between the respective
investment funds to the loan fund. 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. Loan terms range from one to
five years.
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.
g) PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive
immediately a lump-sum amount equal to the value of the participant's
vested interest in his or her account, or, if the vested balance
exceeds $5,000, a lump sum distribution any time prior to reaching age
70 1/2. There were no amounts payable to such participants at
December 31, 1998 and 1997.
h) FLEXIBLE DIVIDEND
During the first quarter of 1998, the Board of Directors of the
Company approved an amendment to the Plan that adopts a KSOP provision
(combines the features of a 401K and an Employee Stock Ownership Plan)
effective May 1, 1998. The KSOP allows participants the choice of (1)
receiving cash dividends paid on vested shares held in their DRI
Common Stock Fund or (2) continuing to reinvest the dividends in the
fund.
F-7
<PAGE>
i) 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) VALUATION OF INVESTMENTS:
(1) Stock Fund - the investments of the Stock Fund are stated at fair
value based on closing sales prices reported on recognized
securities exchanges on the last business day of the year.
(2) Common/Collective Trusts - 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.
(3) Investment Contracts - The guaranteed investment contracts within
the Certus Stable Value Fund are valued at contract value.
Contract value represents contributions made under the contract,
plus earnings, less Plan withdrawals and administrative expense.
(4) Mutual Funds - Investments in mutual funds are valued at quoted
market prices which represent the net asset values of shares held
by the Plan at year-end.
(5) Loans to Participants - The loans to participants are valued at
cost plus accrued interest which approximates fair value.
(b) INVESTMENT INCOME - Dividend income is recognized on the ex-dividend
date.
(c) EXPENSES - The Plan's expenses are accrued as incurred and paid by the
Plan, as provided by the Plan document.
F-8
<PAGE>
3. 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:
1998 1997
Investment at Fair Value as Determined
by Quoted Market Price:
DRI Common Stock $2,422,703 $1,531,994
Dreyfus Balance 895,560 627,790
Crabbe Huson Equity 790,631 549,158
Warburg Pincus Emerging Growth 872,189 537,412
Investments at Estimated Fair Value:
Certus Stable Value $1,082,468 $ 625,665
Mellon EB Daily Liquidity Index 1,649,670 844,580
F-9
<PAGE>
4. NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
The Plan's investments (including investments bought, sold, as well as held
during the year) appreciated in value by $511,028 in 1998 and $577,340 in
1997, as follows:
1998 1997
Investment at Fair Value as
Determined by Quoted Market
Price:
Common Stock $238,003 $186,788
Mutual Funds -14,133 228,896
223,870 415,684
Investments at Estimated
Fair Value:
Common/Collective Trust Funds 287,158 161,656
Net change in fair value $511,028 $577,340
5. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the event
of any termination of the Plan, or upon complete or partial discontinuance of
contributions, the accounts of each affected participant shall become fully
vested.
6. BY FUND INFORMATION
The net assets available for benefits on a by fund basis and the changes in
net assets available for benefits on a by fund basis are as follows:
F-10
<PAGE>
<TABLE>
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available
For Benefits by Fund
December 31, 1998
<CAPTION>
Participant Directed
Mellon EB
DRI Common Certus Stable Dreyfus Daily Liquidity Crabbe Huson
Assets Total Stock Fund Value Fund Balance Fund Index Fund Equity Fund
<S> <C> <C> <C> <C> <C> <C>
Investments:
Common Stock $2,422,703 $1,077,169
Common/Collective Trust 1,654,721 $1,649,670
Interest in Certus Stable
Value Fund 1,082,468 $1,082,468
Mutual Funds 3,108,641 $895,560 $790,631
Loans Receivable 291,450
Total Investments 8,559,983 1,077,169 1,082,468 895,560 1,649,670 790,631
Receivables:
Interest Receivable 8,248 5,078
Contribution receivable:
Participant 99,694 7,891 8,451 14,321 24,583 16,799
Participating Companies 34,210
Total receivables 142,152 7,891 13,529 14,321 24,583 16,799
Other 386 193
Total Assets 8,702,521 1,085,060 1,095,997 909,881 1,674,446 807,430
Liabilities
Other Liabilities 4,246 64 3,629
Net Assets Available for Benefits $8,698,275 $1,084,996 $1,092,368 $909,881 $1,674,446 $807,430
</TABLE>
F-11
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
Statement of Net Assets Available
For Benefits by Fund
December 31, 1998
<CAPTION>
Participant Directed (Cont'd) Non-Participant Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Assets Income Fund Fund Growth Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Investments:
Common Stock $1,345,534
Common/Collective Trust $ 3,698 1,353
Interest in Cettus Stable Value Fund
Mutual Funds $223,389 $326,872 $872,189
Loans Receivable 291,450
Total Investments 223,389 326,872 872,189 295,148 1,346,887
Receivables:
Interest Receivable 1,233 1,845 92
Contribution receivable:
Participant 3,756 7,901 15,992
Participating Companies 34,210
Total receivables 4,989 7,901 15,992 1,845 34,302
Other 193
Total Assets 228,378 334,773 888,374 296,993 1,381,189
Liabilities
Other Liabilities 553
Net Assets Available for Benefits $228,378 $334,773 $888,374 $296,993 $1,380,636
</TABLE>
F-12
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
Statement of Net Assets Available
for Benefits by Fund
December 31, 1997
<CAPTION>
Participant Directed
Mellon EB
DRI Common Certus Stable Dreyfus Daily Liquidity Crabbe Huson
Assets Total Stock Fund Value Fund Balance Fund Index Fund Equity Fund
- ------
<S> <C> <C> <C> <C> <C> <C>
Investments:
Common Stock $1,531,994 $841,960
Common/Collective Trust 863,944 10,695 $844,580
Interest in Certus Stable Value Fund 625,665 $625,665
Mutual Funds 2,079,050 $627,790 $549,158
Loans Receivable 231,367
Total Investments 5,332,020 852,655 625,665 627,790 844,580 549,158
Receivables:
Interest Receivable 4,657 64 3,271
Contribution Receivable:
Participants 47,803 4,671 4,565 6,350 9,721 8,306
Participating companies 14,299
Total receivables 66,759 4,735 7,836 6,350 9,721 8,306
Other 3,777 141 559
Total Assets 5,402,556 857,531 633,501 634,140 854,301 558,023
Other Liabilities
Net Assets Available for Benefits $5,402,556 $857,531 $633,501 $634,140 $854,301 $558,023
</TABLE>
F-13
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
Statement of Net Assets Available
For Benefits by Fund
December 31, 1997
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign E erging Loan DRI Common
Assets Income Fund Fund Growth Fund Fund Stock Fund
- ------
<S> <C> <C> <C> <C> <C>
Investments:
Common Stock $690,034
Common/Collective Trust $ 511 8,158
Interest in Certus Stable Value Fund
Mutual Funds $111,431 $253,259 $537,412
Loans Receivable 231,367
Total Investments 111,431 253,259 537,412 231,878 698,192
Receibables:
Interest Receivable 1,252 70
Contribution Receivable:
Participant 1,230 4,807 8,153
Participating Companies 14,299
Total receivables 1,230 4,807 8,153 1,252 14,369
Other -83 3,003 157
Total Assets 112,661 258,066 545,482 236,133 712,718
Other Liabilities
Net assets available for benefits $112,661 $258,066 $545,482 $236,133 $712,718
</TABLE>
F-14
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For Year Ended December 31, 1998
<CAPTION>
Participant Directed
Certus Dreyfus Mellon EB Crabbe Templeton
DRI Common Stable Balanced Daily Liquidty Huson Foreign
Total Stock Fund Value Fund Fund Index Fund Equity Fund Income Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 207,416 $ 37,312 $ 21,454 $ 21,633 $ 4,439 $ 32,934
Interest and Other 71,377 420 $ 51,783
Net appreciation
(depreciation) in fair
value of investments 511,028 77,351 49,233 287,158 -71,325 -44,080
Total Investment Income 789,821 115,083 51,783 70,687 308,791 -66,886 -11,146
Contributions:
Participants 1,881,460 182,382 159,443 257,300 425,656 349,526 45,292
Participating Companies 625,919
Interfund Transfers, Net -63,570 207,800 -17,725 -9,437 -46,658 -47,057
Total Additions/
(Subtractions) 3,297,200 233,895 419,026 310,262 725,010 235,982 87,089
Distributions to Participants 501,399 13,184 257,634 48,701 37,284 40,970 20,578
Administrative Expense 12,424 1,192 1,852 1,312 2,402 1,249 519
Total deductions 513,823 14,376 259,486 50,013 39,686 42,219 21,097
Net increase/(decrease)
transfer 2,783,377 219,519 159,540 260,249 685,324 193,763 65,992
Transfer of Participants'
Assets
To the Plan from other
Plans 512,342 7,946 299,327 15,492 134,821 55,644 10,715
Net Increase/(Decrease) 3,295,719 227,465 458,867 275,741 820,145 249,407 76,707
Net Assets Available for Benefits:
Beginning of Year 5,402,556 857,531 633,501 634,140 854,301 558,023 258,066
End of Year $8,698,275 $1,084,996 $1,092,368 $909,881 $1,674,446 $807,430 $334,773
</TABLE>
F-15
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For Year Ended December 31, 1998
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
----------------------------- --------
Warburg Pincus Premier
Emerging Managed Loan DRI Common
Growth Fund Income Fund Fund Stock Fund
-----------
<S> <C> <C> <C> <C>
Investment Income:
Dividends $ 12,149 $ 77,495
Interest and Other $ 18,303 871
Net appreciation (depreciation)
in fair value of investments $ 55,499 -3,460 160,652
Total Investment Income 55,499 8,689 18,303 239,018
Contributions:
Participants 303,886 57,975
Participating Companies 625,919
Interfund Transfers, Net 1,022 60,082 47,573 -132,030
Total Additions/(Subtractions) 360,407 126,746 65,876 732,907
Distributions to Participants 34,794 15,856 5,016 27,382
Administrative Expense 1,141 283 2,474
Total Deductions 35,935 16,139 5,016 29,856
Net increase/(decrease) before transfer 324,472 110,607 60,860 703,051
Transfer of Participants' Assets To
the Plan from other Plans 18,420 5,110 -35,133
Net Increase/(Decrease) 342,892 115,717 60,860 667,918
Net Assets Available for benefits:
Beginning of Year (as restated) 545,482 112,661 236,133 712,718
End of Year $888,374 $228,378 $296,993 $1,380,636
</TABLE>
F-16
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For Year Ended December 31, 1997
<CAPTION>
Certus Dreyfus Mellon EB Crabbe Templeton
DRI Common Stable Balanced Daily Liquity Huson Foreign
Total Stock Fund Value Fund Fund Index Fund Equity Fund Income Fund
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Dividends $ 108,309 $ 29,906 $ 11,051 $ 13,791 $ 1,135 $ 6,835
Interest and Other 63,535 1,887 $ 42,949 3,162 723 506 338
Net appreciation (depreciation) in
fair value of investments 577,340 73,781 70,280 161,656 81,875 -394
Total Investment Income 749,184 105,574 42,949 84,493 176,170 83,516 6,779
Contributions:
Participants 1,080,983 126,108 128,123 141,932 205,664 179,138 101,852
Participating Companies 397,339
Interfund Transfers, Net -48,160 19,209 -44,913 -49,947 -19,689 -4,595
Total Additions 2,227,506 183,522 190,281 181,512 331,887 242,965 104,036
Distributions to Participants 277,929 29,816 132,462 17,352 26,789 23,404 3,731
Administrative Expense 6,314 -13 1,691 1,042 1,428 765 369
Total deductions 284,243 29,803 134,153 18,394 28,217 24,169 4,100
Net increase before transfer 1,943,263 153,719 56,128 163,118 303,670 218,796 99,936
Transfer of Participants' Assets
To the Plan from other Plans
1,591,698 529,158 268,562 199,297 234,332 163,981 58,394
Net Increase/(Decrease) 3,534,961 682,877 324,690 362,415 538,002 382,777 158,330
Net Assets Available for Benefits:
Beginning of Year 1,867,595 174,654 308,811 271,725 316,299 175,246 99,736
End of Year $5,402,556 $857,531 $633,501 $634,140 $854,301 $558,023 $258,066
</TABLE>
F-17
<PAGE>
<TABLE>
DOMINION SUBSIDIARY SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits by Fund
For Year Ended December 31, 1997
<CAPTION>
Non-Participant
Directed
--------
Participant Directed (Cont'd)
-----------------------------
Warburg Pincus Premier
Emerging Managed Loan DRI Common
Growth Fund Income Fund Fund Stock Fund
<S> <C> <C> <C> <C>
Investment Income:
Dividends $ 5,296 $ 40,295
Interest and Other $ 695 482 $ 9,902 2,891
Net appreciation (depreciation)
in fair value of investments 74,214 2,921 113,007
Total Investment Income 74,909 8,699 9,902 156,193
Contributions:
Participants 167,454 30,712
Participating Companies 397,339
Interfund Transfers, Net -11,338 19,217 152,530 -12,314
Total Additions 231,025 58,628 162,432 541,218
Distributions to Participants 22,173 16,594 -13,216 18,824
Administrative Expense 874 182 -24
Total Deductions 23,047 16,776 -13,216 18,800
Net increase before transfer 207,978 41,852 175,648 522,418
Transfer of Participants' Assets
To the Plan from other Plans 116,056 21,918
Net Increase 324,034 63,770 175,648 522,418
Net Assets Available for benefits:
Beginning of Year 221,448 48,891 60,485 190,300
End of Year $545,482 $112,661 $236,133 $712,718
</TABLE>
F-18
<PAGE>
7. PLAN INTEREST IN THE CERTUS STABLE VALUE FUND
The Plan's investments are in a Master Trust which was established for the
investment of assets for the Plan and other company sponsored plans (the
Virginia Power Hourly Employee Savings Plan and the Dominion Resources,
Inc. Employee Savings Plan). The assets of the Master Trust are held by
Mellon Bank. As of December 31, 1998 and 1997, the assets of the Master
Trust were separately maintained by each company sponsored plan, with the
exception of the Certus Stable Value Fund (Certus Fund). As of December
31, 1998 and 1997, the Plan's interest in the net assets of the Certus Fund
was approximately 1% for each year. Investment income and administrative
expenses relating to the Certus Fund are allocated to the individual plans
based upon average monthly balances invested by each Plan.
The following table presents the fair value of the undivided investments
in the Certus Fund held by the Master Trust:
December 31,
------------
1998 1997
---- ----
Investments at fair value:
Guaranteed Investment Contracts $74,692,313 $58,085,100
Common/collective trust 9,764,282 7,012,518
----------- -----------
Total $84,456,595 $65,097,618
=========== ===========
Investment income for the Certus
Stable Value Fund is as follows:
Net appreciation in fair value of
investments $ 3,755,318 $ 426,972
Interest 4,477,951 3,883,054
----------- -----------
Total $ 8,233,269 $ 4,310,026
=========== ===========
8. TAX STATUS
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
pretax 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.
The Plan has been amended since receiving the determination letter.
However, the company believes that the Plan is currently designed and
operating in compliance with the applicable requirements of the Internal
Revenue Code.
F-19
<PAGE>
9. VALUATION OF INVESTMENT CONTRACTS
The Plan's investment contracts are fully-benefit responsive and have been
presented on the financial statements at contract value. The Plan's
portion of the contracts has an estimated fair value of $1,096,695 and
$655,057 at December 31, 1998 and December 31, 1997. The underlying
investment contracts are carried at variable and fixed rates with
expiration dates through 2007. The variable rates are reviewed and
adjusted quarterly. The average yield on the contracts are estimated at
6.26% and 6.57% at December 31, 1998 and December 31, 1997.
10. SUBSEQUENT EVENTS
Effective April 1, 1999 two of the current funds were replaced. The Crabbe
Huson Equity Fund was replaced by the MAS Mid Cap Value Fund and the
Dreyfus Balanced Fund, Inc. was replaced by the Dreyfus Premier Balanced
Fund. No action was required of the participants as a result of these
changes. The same payroll elections continued for participants
contributing to either the Crabbe Huson Equity or the Dreyfus Balanced
Fund, Inc. as of April 1, 1999. A balance in either of the replaced funds
as of March 31, 1999 was automatically transferred to the corresponding new
fund as of April 1, 1999. Participants who did not want balances
transferred to the new funds were given the opportunity to reallocate
balances among the other investments funds on or before March 31, 1999.
F-20
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1998
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Current
Description Cost Value
- -----------
Dominion Resources, Inc., Common Stock $2,026,942 $2,422,703
Common/Collective Trusts
TBC Inc Pooled Employee Funds
Daily Liquidity Fund 6,051 6,051
Interest in Certus Stable Value Fund 1,082,468 1,082,468
Mellon S&P 500 Index Daily Fund 1,227,078 1,649,670
2,135,597 2,737,189
Mutual Funds
Crabbe Huson Equity Fund Inc. 910,908 790,631
Dreyfus Balanced Fund Inc. 907,221 895,560
Premier Managed Income Fund 224,681 223,389
Templeton Foreign Fund Inc. 371,441 326,872
Warburg Pincus Emerging Growth Fund 779,120 872,189
3,193,371 3,108,641
Participant Loans bearing interest
At 9.5% with maturities in 60 months 291,450 291,450
---------- ----------
Total Assets Held for Investment $7,647,360 $8,559,983
F-21
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1998
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
Schedules that report the 5% transactions which transpired in 1998 for this
trust were filed in paper format as Exhibit 99 (iii).
F-22
<PAGE>
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, 1998
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 of the plan and the address
of its principal executive office:
DOMINION RESOURCES, INC.
P. O. Box 26532
120 Tredegar Street
Richmond, Virginia 23261
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Independent Auditors' Report F-2
Financial Statements:
Statements of Net Assets Available for Benefits
as of December 31, 1998 and 1997 F-3
Statements of Changes in Net Assets Available
for Benefits for the Years Ended
December 31, 1998 and 1997 F-4
Notes to Financial Statements F-5 - F-20
Supplemental Schedules as of and for the year ended December 31, 1998:
Item 27a Schedule of Assets Held for Investment
Purposes F-21
Item 27d Schedule of Reportable Transactions F-22
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Organization, Compensation and Nominating 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, 1998 and 1997 and for
the years ended December 31, 1998 and 1997 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, 1998
and 1997, and the changes in net assets available for benefits for the years
then ended 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
listed in the Table of Contents 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 Plans
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1998 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.
Richmond, Virginia
May 14, 1999
F-2
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1998 and 1997
December 31,
ASSETS 1998 1997
Investments (Note 1 and 2):
Dominion Resources, Inc., Common Stock $ 77,761,773 $ 71,021,169
Common/Collective Trusts 7,460,106 4,189,191
Interest in Certus Stable Value Fund (Note 7) 21,370,959 18,587,458
Mutual Funds 15,925,612 12,388,533
Loans To Participants 3,982,649 3,301,157
Total Investments 126,501,099 109,487,508
Receivables:
Interest 105,437 97,259
Other 142,449 313,962
Total Receivables 247,886 411,221
Cash 119,399 64
Total Assets 126,868,384 109,898,793
Liabilities - Other 273,851 376,182
Net Assets Available for Benefits $126,594,533 $109,522,611
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 BENEFITS
For the Years Ended December 1998 and 1997
<TABLE>
<CAPTION>
For the Years Ended December 31
1998 1997
<S> <C> <C>
Investment income:
Net appreciation
in fair value of investments (Note 5) $ 8,044,537 $ 8,702,140
Dividend income 4,557,743 4,461,716
Interest and other income 1,573,566 1,370,147
Total investment income 14,175,846 14,534,003
Contributions:
Participant (Note 1) 8,553,974 7,954,739
Participating companies (Note 1) 3,295,037 3,138,250
Total additions 26,024,857 25,626,992
Benefits paid to participants 7,441,322 6,469,943
Administrative expenses 156,072 58,906
Total deductions 7,597,394 6,528,849
Net increase before transfers 18,427,463 19,098,143
Transfer of participants' assets
from the Plan to other plans (1,355,541) (716,414)
Net increase 17,071,922 18,381,729
Net assets available for benefits:
Beginning of year 109,522,611 91,140,882
End of year $126,594,533 $109,522,611
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
1. DESCRIPTION OF PLAN
The following description of the Virginia Power Hourly Employee Savings
Plan (the Plan) provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
a. GENERAL - The Plan is a defined contribution pension plan covering all
full-time hourly employees of the Virginia Electric and Power Company
(the Company) who have six months of service and are age 18 or older.
The Company, a wholly-owned subsidiary of Dominion Resources, Inc.
(DRI), is the designated Plan sponsor, fiduciary and administrator.
Mellon Bank serves as the trustee of the Plan. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
b. CONTRIBUTIONS -
January 1, 1997 - April 30, 1998
A maximum of 17% of the participant's eligible earnings and 9% of
highly compensated employee's eligible earnings could be invested in
the Plan. Of the 17%, up to 12% could be invested on a tax-deferred
basis. The Company contributed 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 DRI common
stock.
May 1, 1998 - December 31, 1998
A maximum of 20% of the participant's eligible earnings and 10% of
highly compensated employee's eligible earnings can be invested in the
Plan. Of the 20%, up to 15% can be invested on a tax-deferred basis.
The Company contributes 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 DRI common stock.
c. PARTICIPANT ACCOUNTS - Each participant's account includes the effect
of the participant's contributions and withdrawals, as applicable,
and allocations of the Company's contributions, Plan earnings,
administrative expenses. Allocations are based on participant earnings
or account balances, as defined. Forfeited balances of terminated
participants' non-vested accounts are used to reduce future
Participating Companies' contributions. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
F-5
<PAGE>
d. PARTICIPANTS - Any subsidiary of DRI may adopt the Plan for the
benefit of its qualified hourly employees subject to approval of the
Board of Directors of the Company. Currently only Company employees
are participating in the Plan.
There were 3,012 and 3,054 participants in the Plan as of December 31,
1998 and 1997, respectively
e. VESTING -
Participants become vested in their own contributions and the earnings
on these amounts immediately, and in the participating companies'
matching contributions and earnings after three years of service.
Matching contributions vest immediately for participants aged 55 or
older.
f. INVESTMENT OPTIONS -
The Plan provides for employee contributions to be invested in the
following:
(1) Common Stock:
Dominion Resources, Inc. (DRI) Common Stock Fund - All investments are
in DRI Common Stock or cash equivalent investments for partial shares.
(2) Interest in Certus Stable Value Fund:
Certus Stable Value Fund - The fund invests in investment contracts of
insurance companies and commercial banks and U.S. Government or agency
backed bonds.
(3) Mutual Funds:
Premier Managed Income Fund - The fund invests primarily in
investment-grade corporate and U.S. Government obligations having
maturities of 10 years or less.
Dreyfus Balanced Fund, Inc. - The fund invests in equity and debt
securities of domestic and foreign issuers.
The Crabbe Huson Equity Fund, Inc. - The fund invests in common stocks
that have large market capitalization.
Templeton Foreign Fund - The fund invests primarily in equity and debt
securities of companies and governments outside the U.S.
Warburg Pincus Emerging Growth Fund - The fund invests in equity
securities of primarily domestic emerging growth companies.
F-6
<PAGE>
(4) Common/Collective Trust:
Mellon EB Daily Liquidity Index Fund - The fund invests primarily in
the 500 stocks of the S&P 500 and may also invest in exchange traded
options and financial futures.
Upon enrollment in the Plan, a participant may direct employee
contributions 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 funds.
Company matching contributions are automatically contributed into the
DRI Common Stock fund. However, participants who are under age 50 may
transfer 50% of the value of their 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.
g. LOANS TO PARTICIPANTS - Participants are eligible to secure loans
against their plan account and repay the amount over a one to five-
year period. The minimum loan amount is $1,000 and the maximum loan
amount is the lesser of:
- 50% of the vested account balance or
- $50,000 (reduced by the maximum outstanding loan balance during the
prior 12 months).
Loan transactions are treated as a transfer between the respective
investment fund and the loan fund. 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.
h. PAYMENT OF BENEFITS - Distributions from the Plan are recorded on the
valuation date when a participant's valid withdrawal request is
processed by the recordkeeper. On termination of service, a
participant may elect to receive either a lump-sum amount equal to the
value of the participant's vested interest in his or her account, or
defer the payment to a future time no later than the year in which the
participant attains age 70 1/2. There were no amounts payable to
participants at December 31, 1998 and 1997.
F-7
<PAGE>
i. FLEXIBLE DIVIDEND - During the first quarter of 1998, the Board of
Directors of the Company approved an amendment to the Plan that adopts
a KSOP provision (combines the features of a 401K and an Employee
Stock Ownership Plan) effective May 1, 1998. The KSOP allows
participants the choice of (1) receiving cash dividends paid on vested
shares held in their DRI Common Stock Fund or (2) continuing to
reinvest the dividends in the fund.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. VALUATION OF INVESTMENTS:
(1) DRI Common Stock Fund - The investments of the Stock Fund are
stated at fair value based on the closing sales prices reported on
the New York Stock Exchange on the last business day of the year.
(2) Mutual Funds - Investments in mutual funds are valued at quoted
market prices which represent the net asset values of shares held
by the Plan at year end.
(3) Common/Collective Trusts - 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.
(4) Investment Contracts - The guaranteed investment contracts within
the Certus Stable Value Fund are valued at contract value.
Contract value represents contributions made under the contract,
plus earnings, less Plan withdrawals and administrative expenses.
b. INVESTMENT INCOME Dividend income is recognized on the ex-dividend
date.
c. EXPENSES - The Plan's expenses are accrued as incurred and paid by the
Plan, as provided by the Plan document.
d. 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.
F-8
<PAGE>
3. 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:
1998 1997
Investment at Fair Value as Determined
by Quoted Market Price:
DRI Common Stock $77,761,773 $71,021,169
Certus Stable Value 21,370,959 -
Warburg Pincus Emerging Growth
Fund 6,383,774 -
Investment at Estimated Fair Value:
Mellon S&P 500 Index Daily Fund 7,260,010 -
4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS
The Plan's investments (including investments ,bought, sold, as well as
held during the year) appreciated (depreciated) in value by $8,044,537 in
1998 and $ 8,702,140 in 1997 as follows:
a. Realized Gain 1998 1997
Investment at fair value as determined
by quoted market price:
Common Stock $1,207,553 $ 836,051
Interest in Certus Stable Value Fund - 22
Mutual Funds 362,432 1,076,392
1,569,985 1,912,465
Investments at estimated fair value:
Common/Collective Trust Funds 129,941 380,093
$1,699,926 $2,292,558
b. Unrealized Gain/(Loss) 1998 1997
Investment at fair value as determined
by quoted market price:
Common Stock $5,548,635 $6,026,861
Mutual Funds (748,809) (468,411)
4,799,826 5,558,450
Investments at estimated fair value:
Common/Collective Trust Funds 1,544,785 851,132
$6,344,611 $6,409,582
F-9
<PAGE>
c. Net Appreciation/(Depreciation)
in Fair Value of Investment 1998 1997
Investment at fair value as determined
by quoted market price:
Common Stock $6,756,188 $6,862,912
Interest in Certus Stable Value Fund - 22
Mutual Funds (386,377) 607,981
6,369,811 7,470,915
Investments at estimated fair value:
Common/Collective Trust Funds 1,674,726 1,231,225
$8,044,537 $8,702,140
5. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions set forth in ERISA. In the
event of any termination of the Plan, or upon complete or partial
discontinuance of contributions, the accounts of each affected participant
shall become fully vested.
6. BY FUND INFORMATION
The net assets available for benefits and the changes in net assets
available for benefits by investment fund are as follows:
F-10
<PAGE>
<TABLE>
Virginia Power Hourly Employee Saving Plan
Statement of Net Assets Available for Benefits by Fund
December 31, 1998
<CAPTION>
Participant Directed
Mellon EB
DRI Common Certus Stable Dreyfus Daily Liquidity Crabbe Huson
Assets Total Stock Fund Value Fund Balanced Fund Index Fund Equity Fund
- ------
<S> <C> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Common stock $ 77,761,773 $33,611,093
Common/collective trust 7,460,106 84,574 $7,260,010
Interest in Certus Stable Value Fund 21,370,959 $21,370,959
Mutual funds 15,925,612 $3,257,934 $4,045,815
Loans 3,982,649
Total investments 126,501,099 33,695,667 21,370,959 3,257,934 7,260,010 4,045,815
Receivables:
Interest 105,437 290 104,747
Other 142,449 63,563
Total receivables 247,886 63,853 104,747
Cash 119,399 26
Total assets 126,868,384 33,759,520 21,475,706 3,257,934 7,260,036 4,045,815
Liabilities - other 273,851 74,455 23,737 1
Net assets available for benefits $126,594,533 $33,685,065 $21,451,969 $3,257,934 $7,260,036 $4,045,814
</TABLE>
F-11
<PAGE>
<TABLE>
Virginia Power Hourly Employee Saving Plan
Statement of Net Assets Available for Benefits by Fund
December 31, 1998
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Assets Income Fund Fund Growth Fund Fund Stock Fund
------
<S> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Common stock $44,150,680
Common/collective trust $ 3,418 112,104
Interest in Certus Stable Value Fund
Mutual funds $460,795 $1,777,293 $6,383,775
Loans 3,982,649
Total investments 460,795 1,777,293 6,383,775 3,986,067 44,262,784
Receivables:
Interest 15 385
Other 39,928 38,958
Total receivables 39,928 15 39,343
Cash 63 111 119,199
Total assets 500,786 1,777,293 6,383,886 4,105,281 44,302,127
Liabilities - other 38,644 111 136,903
Net assets available for benefits $462,142 $1,777,182 $6,383,886 $4,105,281 $44,165,224
</TABLE>
F-12
<PAGE>
<TABLE>
Virginia Power Hourly Employee Savings Plan
Statement of Net Assets Available for Benefits by Fund
December 31, 1997
<CAPTION>
Participant Directed
Mellon EB
DRI Common Certus Stable Dreyfus Daily Liquidity Crabbe Huson
Assets Total Stock Fund Value Fund Balanced Fund Index Fund Equity Fund
- ------
<S> <C> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Common stock $ 71,021,169 $31,903,015
Common/collective trust 4,189,191 $4,132,879
Interest in Certus Stable
Value Fund 18,587,458 $18,587,458
Mutual funds 12,388,533 $2,106,357 $3,542,278
Loans 3,301,157
Total investments 109,487,508 31,903,015 18,587,458 2,106,357 4,132,879 3,542,278
Receivables:
Interest 97,259 483 95,918
Other 313,962 140,027
Total receivables 411,221 140,510 95,918
Cash 64 50
Total assets 109,898,793 32,043,525 18,683,376 2,106,357 4,132,929 3,542,278
Liabilities - other 376,182 100,273 30,059 49 37,012
Net assets available for benefits $109,522,611 $31,943,252 $18,683,376 $2,076,298 $4,132,880 $3,505,266
</TABLE>
F-13
<PAGE>
<TABLE>
Virginia Power Hourly Employee Savings Plan
Statement of Net Assets Available for Benefits by Fund
December 31, 1997
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Assets Income Fund Fund Growth Fund Fund Stock Fund
- ------
<S> <C> <C> <C> <C> <C>
Investments (Notes 1 and 2):
Common stock $39,118,154
Common/collective trust $ 56,312
Interest in Certus Stable Value Fund
Mutual funds $347,852 $1,537,699 $4,854,347
Loans 3,301,157
Total investments 347,852 1,537,699 4,854,347 3,357,469 39,118,154
Receivables:
Interest 256 602
Other 173,935
Total receivables 256 174,537
Cash 14
Total assets 347,852 1,537,699 4,854,347 3,357,739 39,292,691
Liabilities - other 3,671 19,565 59,732 125,821
Net assets available for benefits $344,181 $1,518,134 $4,794,615 $3,357,739 $39,166,870
</TABLE>
F-14
<PAGE>
<TABLE>
Virginia Power Hourly Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits by Fund
For Year Ended December 31, 1998
<CAPTION>
Participant Directed
Certus Mellon EB
DRI Common Stable Dreyfus Daily Liquidity Crabbe Huson
Total Stock Fund Value Fund Balanced Fund Index Fund Equity Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation/(depreciation)
in fair value of investments (Note 5) $ 8,044,537 $ 2,905,161 $ 161,755 $1,339,743 $ (421,608)
Dividend income 4,557,743 1,822,348 81,120 101,486 23,323
Interest and other income 1,573,566 2,890 $ 1,177,141
Total investment income (loss) 14,175,846 4,730,399 1,177,141 242,875 1,441,229 (398,285)
Contributions:
Participant (Note 1) 8,553,974 1,617,196 2,461,651 669,802 1,110,108 852,176
Participating companies (Note 1) 3,295,037
Total additions 26,024,857 6,347,595 3,638,792 912,677 2,551,337 453,891
Benefits paid to participants 7,441,322 1,829,897 2,312,910 113,393 168,785 183,688
Administrative expenses 156,072 28,703 17,594 2,435 6,207 2,918
Total deductions 7,597,394 1,858,600 2,330,504 115,828 174,992 186,606
Net increase/(decrease) before
transfers 18,427,463 4,488,995 1,308,288 796,849 2,376,345 267,285
Interfund transfers, net (2,379,985) 1,611,797 436,429 933,676 357,494
Net transfer of participants' assets
Between plans (1,355,541) (367,197) (151,492) (51,642) (182,865) (84,231)
Net increase 17,071,922 1,741,813 2,768,593 1,181,636 3,127,156 540,548
Net assets available for benefits:
Beginning of year 109,522,611 31,943,252 18,683,376 2,076,298 4,132,880 3,505,266
End of year $126,594,533 $33,685,065 $21,451,969 $3,257,934 $7,260,036 $4,045,814
</TABLE>
F-15
<PAGE>
<TABLE>
Virginia Power Hourly Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits by Fund
For Year Ended December 31, 1998
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Income Fund Income Fund Growth Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation/(depreciation)
in fair value of investments (Note 5) $ (7,783) $ (118,741) $ 334,983 $ 3,851,027
Dividend income 67,631 46,165 2,415,670
Interest and other income (38,643) $ 428,347 3,831
Total investment income (loss) 21,205 (72,576) 334,983 428,347 6,270,528
Contributions:
Participant (Note 1) 107,569 425,588 1,309,884
Participating companies (Note 1) 3,295,037
Total additions 128,774 353,012 1,644,867 428,347 9,565,565
Benefits paid to participants 18,984 75,107 253,175 59,705 2,425,678
Administrative expenses 340 1,376 4,537 53,913 38,049
Total deductions 19,324 76,483 257,712 113,618 2,463,727
Net increase/(decrease) before
transfers 109,450 276,529 1,387,155 314,729 7,101,838
Interfund transfers, net 25,469 29,003 315,969 479,024 (1,808,876)
Net transfer of participants' assets
between plans (16,958) (46,484) (113,853) (46,211) (294,608)
Net increase 117,961 259,048 1,589,271 747,542 4,998,354
Net assets available for benefits:
Beginning of year 344,181 1,518,134 4,794,615 3,357,739 39,166,870
End of year $462,142 $1,777,182 $6,383,886 $4,105,281 $44,165,224
</TABLE>
F-16
<PAGE>
<TABLE>
Virginia Power Hourly Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits by Fund
For Year Ended December 31, 1997
<CAPTION>
Participant Directed
Certus Mellon EB
DRI Common Stable Dreyfus Daily Liquidity Crabbe Huson
Total Stock Fund Value Fund Balanced Fund Index Fund Equity Fund
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Net appreciation/(depreciation)
in fair value of investments
(Note 5) $ 8,702,140 $ 3,067,722 $ 22 $ 136,853 $ 638,620 $ 479,795
Dividend income 4,461,716 1,995,965 31,149 60,066 7,149
Interest and other income 1,370,147 3,981 1,117,126 6,059
Total investment income 14,534,003 5,067,668 1,117,148 174,061 698,686 486,944
Contributions:
Participant (Note 1) 7,954,739 1,521,458 2,487,916 599,771 874,926 760,358
Participating companies (Note 1) 3,138,250
Total additions 25,626,992 6,589,126 3,605,064 773,832 1,573,612 1,247,302
Benefits paid to participants 6,469,943 2,195,899 1,852,353 80,010 165,054 158,551
Administrative expenses 58,906 23,396 16,744 1,397 2,847 1,895
Total deductions 6,528,849 2,219,295 1,869,097 81,407 167,901 160,446
Net increase/(decrease) before
transfers 19,098,143 4,369,831 1,735,967 692,425 1,405,711 1,086,856
Interfund transfers, net (4,122,295) (820,835) 869,814 1,734,428 1,221,175
Net transfer of participants' assets
between plans (716,414) (193,992) (101,609) 9,416 (52,842) (24,710)
Net increase 18,381,729 53,544 813,523 1,571,655 3,087,297 2,283,321
Net assets available for benefits:
Beginning of year 91,140,882 31,889,708 17,869,853 504,643 1,045,583 1,221,945
End of year $109,522,611 $31,943,252 $18,683,376 $2,076,298 $4,132,880 $3,505,266
</TABLE>
F-17
<PAGE>
<TABLE>
Virginia Power Hourly Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits by Fund
For Year Ended December 31, 1997
<CAPTION>
Non-Participant
Participant Directed (Cont'd) Directed
Premier Templeton Warburg Pincus
Managed Foreign Emerging Loan DRI Common
Income Fund Income Fund Growth Fund Fund Stock Fund
<S> <C> <C> <C> <C> <C>
Investment income:
Net appreciation/(depreciation)
in fair value of investments (Note 5) $ 5,153 $ (13,821) $ 592,605 $ 3,795,191
Dividend income 10,891 41,522 2,314,974
Interest and other income 759 $ 231,718 10,504
Total investment income 16,803 27,701 592,605 231,718 6,120,669
Contributions:
Participant (Note 1) 100,234 421,360 1,188,716
Participating companies (Note 1) 3,138,250
Total additions 117,037 449,061 1,781,321 231,718 9,258,919
Benefits paid to participants 18,798 52,540 156,758 126,250 1,663,730
Administrative expenses 190 1,006 2,830 (28,302) 36,903
Total deductions 18,988 53,546 159,588 97,948 1,700,633
Net increase/(decrease) before transfers 98,049 395,515 1,621,733 133,770 7,558,286
Interfund transfers, net 165,503 650,821 1,447,781 1,037,433 (2,183,825)
Net transfer of participants' assets
between plans (774) (15,630) (73,585) (56,978) (205,710)
Net increase 262,778 1,030,706 2,995,929 1,114,225 5,168,751
Net assets available for benefits:
Beginning of year 81,403 487,428 1,798,686 2,243,514 33,998,119
End of year $344,181 $1,518,134 $4,794,615 $3,357,739 $39,166,870
</TABLE>
F-18
<PAGE>
7. PLAN INTEREST IN THE CERTUS STABLE VALUE FUND
The Plan's investments are in a Master Trust which was established for the
investment of assets for the Plan and other Company sponsored plans (the
Dominion Resources, Inc. Employee Savings Plan and the Dominion Subsidiary
Savings Plan). The assets of the Master Trust are held by Mellon Bank. As
of December 31, 1998 and 1997, the assets of the Master Trust were
separately maintained by each Company sponsored plan, with the exception of
the Certus Stable Value Fund (Certus Fund). As of December 31, 1998 and
1997, the Plan's interest in the net assets of the Certus Fund was
approximately 26% and 29%, respectively. Investment income and
administrative expenses relating to the Certus Fund are allocated to the
individual plans based upon average monthly balances invested by each plan.
The following table presents the fair value of the undivided investments in
the Certus Fund:
<TABLE>
<CAPTION>
December 31,
1998 1997
<S> <C> <C>
Investments at fair value:
Guaranteed Investment Contracts $74,692,313 $58,085,100
Common/collective trust 9,764,282 7,012,518
Total $84,456,595 $65,097,618
Investment income for the Certus Stable Value
Fund is as follows:
Net appreciation in fair value of investments $ 3,755,318 $ 426,972
Interest 4,477,951 3,883,054
Total $ 8,233,269 $ 4,310,026
</TABLE>
8. VALUATION OF INVESTMENT CONTRACTS
The Plan's investment contracts are fully-benefit responsive and have been
presented on the financial statements at contract value. The Plan's
portion of the contracts has an estimated fair value of $21,479,073 and
$18,685,163 at December 31, 1998 and 1997, respectively. The underlying
investment contracts are carried at variable and fixed rates with
expiration dates through 2007. The variable rates are reviewed and
adjusted quarterly. The average yield on the contracts are estimated at
6.26% and 6.57% at December 31, 1998 and December 31, 1997.
F-19
<PAGE>
9. TAX STATUS
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
pretax 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. The Plan has been amended since receiving the determination letter.
However, the Company believes that the Plan is currently designed and
operating in compliance with the applicable requirements of the Internal
Revenue Code.
10. SUBSEQUENT EVENT
Effective April 1, 1999 two of the current funds were replaced. The Crabbe
Huson Equity Fund was replaced by the MAS Mid Cap Value Fund and the
Dreyfus Balanced Fund, Inc. was replaced by the Dreyfus Premier Balanced
Fund. No action was required of the participants as a result of these
changes. The same payroll election continued for participants contributing
to either the Crabbe Huson Equity or the Dreyfus Balanced Fund, Inc. as of
April 1, 1999. A balance in either of the replaced funds, as of March 31,
1999, was automatically transferred to the corresponding new fund as of
April 1, 1999.
Participants who did not want balances transferred to the new funds were
given the opportunity to reallocate balances among the other investment
funds on or before March 31, 1999.
F-20
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1998
ITEM 27a SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
Current
Description Cost Value
Dominion Resources, Inc., Common Stock $ 60,431,633 $ 77,761,773
Interest in Certus Stable Value Fund
Certus Stable Value Fund 21,370,959 21,370,959
Common/Collective Trusts
DRI Common Stock Fund 196,678 196,678
Loan Fund 3,418 3,418
Mellon S&P 500 Index Daily Fund 5,476,682 7,260,010
5,676,778 7,460,106
Mutual Funds
Crabbe Huson Equity Fund Inc. 4,803,710 4,045,815
Dreyfus Balanced Fund Inc. 3,370,677 3,257,934
Premier Managed Income Fund 464,885 460,795
Templeton Foreign Fund Inc. 2,129,374 1,777,293
Warburg Pincus Emerging Growth Fund 5,729,507 6,383,775
16,498,153 15,925,612
Loans to Participants 3,301,157 3,982,649
Total Assets Held for Investment $107,278,680 $126,501,099
F-21
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1998
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 and the
Dominion Subsidiary 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 and the
Dominion Subsidiary Savings Plan, except for the Certus Stable Value Fund.
Schedules that report the 5% transactions which transpired in 1998 for this
trust were filed in paper format as Exhibit 99(v).
F-22
<PAGE>
FORM 11-K
DECEMBER 31, 1998
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)
<PAGE>
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 May 14, 1999,
appearing in this Annual Report on Form 11-K of Dominion Resources, Inc.
Employee Savings Plan for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 14, 1999
<PAGE>
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 May 14, 1999,
appearing in this Annual Report on Form 11-K of Dominion Resources, Inc.
Subsidiary Savings Plan for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 14, 1999
<PAGE>
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 May 14, 1999,
appearing in this Annual Report on Form 11-K of Virginia Power Hourly Employee
Savings Plan for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 14, 1999
