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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 21, 2000
(Date of earliest event reported)
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
Virginia 001-08489 54-1229715
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
120 Tredegar Street
Richmond, Virginia 23219-3932
(804) 819-2000
(Address including zip code, and telephone number, including area code, of
registrants' principal executive offices)
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On June 21, 2000, Dominion Resources, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with Morgan Stanley & Co.
Incorporated and Merrill Lynch, Pierce, Fenner, & Smith Incorporated, as
Representatives of the Underwriters named in Schedule II of the Underwriting
Agreement, for the sale of $700 million aggregate principal amount of the
Company's Senior Notes. Such Senior Notes, which are designated the 2000 Series
A 8 1/8% Senior Notes, due June 15, 2010, are a portion of the $4.5 billion
aggregate principal amount of securities that were registered by the Company
pursuant to a registration statement on Form S-3 under Rule 415 under the
Securities Act of 1933, as amended, which registration statement was declared
effective on January 6, 2000 (File No. 333-93187). A copy of the Underwriting
Agreement including exhibits thereto, is filed as Exhibit 1 to this Form 8-K.
The designation of, and the terms and conditions applicable to, the
2000 Series A 8 1/8% Senior Notes, due June 15, 2010 were established as set
forth in the First Supplemental Indenture to the Company's Senior Indenture
dated as of June 1, 2000, and have been approved by the Board of Directors of
the Company. A copy of the form of First Supplemental Indenture is filed as
Exhibit 4.2 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
1 Underwriting Agreement, dated June 21, 2000, between the Company and Morgan
Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner, & Smith
Incorporated, as Representatives of the Underwriters named in Schedule II
of the Underwriting Agreement (filed herewith).
4.1 Form of Senior Indenture dated as of June 1, 2000 between the Company and
The Chase Manhattan Bank, as Trustee, filed as Exhibit 4(iii) to the
Registration Statement described above, is hereby incorporated by
reference.
4.2 Form of First Supplemental Indenture to the Senior Indenture, dated as of
June 1, 2000, pursuant to which the 2000 Series A 8 1/8% Senior Notes, due
June 15, 2010, will be issued. The Form of the 2000 Series A 8 1/8% Senior
Notes is included as Exhibit A to the First Supplemental Indenture (filed
herewith).
12 Computation of Ratio of Earnings to Fixed Charges (filed herewith).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
/s/ James P. Carney
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James P. Carney
Assistant Treasurer
Date: June 21, 2000
