SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 3
Richmond, Virginia :
: TRANSACTIONS
File No. 70-9517 : DURING PERIOD
:
(Public Utility Holding Company Act of 1935) : July 1, 2000
: through
: September 30, 2000
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
By order dated December 15, 1999 (HCAR No. 27112) (the "Order") in the
above captioned proceedings, the Securities and Exchange Commission
("Commission") permitted the Application-Declaration of Dominion Resources,
Inc. ("Dominion"), an exempt holding company, and Consolidated Natural Gas
Company ("Old CNG"), a registered holding company, to become effective.
Concurrently, by order dated December 15, 1999 (HCAR No. 27113), the
Commission authorized the merger (the "Merger") of Old CNG into a wholly-
owned subsidiary of Dominion, which subsidiary as the survivor of the
merger changed its name to Consolidated Natural Gas Company ("CNG"). The
Merger was consummated on January 28, 2000. The Order authorized post-
Merger financings for Dominion and CNG, and requires the filing by Dominion
of certain certificates of notification pursuant to Rule 24. This
certificate provides financial information for the third quarter of 2000
with respect to Dominion and its wholly-owned subsidiaries, including
Dominion Energy, Inc. ("DEI"), Dominion Capital, Inc. ("DCI"), and Virginia
Electric and Power Company ("Virginia Power"), and subsidiaries of DEI, DCI
and Virginia Power.
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Rule 52 transactions occurring during the quarter, if any, are reported
on Forms U-6B-2 filed as exhibits to this certificate.
I. FINANCING BY DOMINION
A. Sale of Dominion Common Stock
Dominion issued and sold the following shares of its common
stock since January 28, 2000, the date of the merger with CNG.
Dominion Direct Employee
Investment Plan Savings Plan
_______________ ____________
Number of Shares
First Quarter 805,322 1,571,972
Second Quarter 709,475 843,667
Third Quarter 529,263 690,255
Dollar Values (Thousands)
First Quarter $30,654 $59,829
Second Quarter 31,252 37,163
Third Quarter 28,278 36,880
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B. Short Term Debt
During the period, Dominion, Virginia Power and DCI issued and
sold commercial paper. The maximum principal amount of each such
company's commercial paper outstanding at any time during this
period and the principal amount of commercial paper of each company
outstanding on September 30, 2000 were as follows.
Maximum Principal Amount
Outstanding as of 9/30/00
(thousands) (thousands)
___________ ______________
Dominion $3,478,803 $1,752,393
Virginia Power 535,187 374,693
DCI 374,562 0
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C. Long-Term Debt
On July 10, 2000 Dominion sold $700,000,000 principal amount of
2000 Series B 7.625% Senior Notes Due July 15, 2005, and
$400,000,000 principal amount of 2000 Series C 7.600% Senior Notes
Due July 15, 2003. through an underwritten public offering. The
notes were sold under the following terms and conditions.
Series B Notes Series C Notes
______________ ______________
Price to the public 99.766% 99.988%
Underwriting discount 0.600% 0.350%
Proceeds to Dominion $694,162,000 $398,552,000
99.166% 99.638%
The underwriters were Bank of America Securities LLC, Chase
Securities Inc., Lehman Brothers Inc., ABN AMRO Incorporated, Banc
One Capital Markets, Inc., First Union Securities, Inc. and
Wachovia Securities, Inc. The sale occurred pursuant to Dominion's
shelf Registration Statement No. 333-93187. The registration
statement and the Rule 424(b) prospectus, filed with the Commission
on July 11, 2000, are hereby incorporated by reference.
The net proceeds from the sale of the notes were used to
refinance outstanding short term debt incurred by Dominion in
connection with the acquisition of CNG, including commercial paper
and money market notes.
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On September 6, 2000 Dominion sold $200,000,000 principal
amount of 7.40% Series D Remarketable Notes Due September 16, 2012,
$250,000,000 principal amount of 7.82% Series E Remarketable Notes
Due September 15, 2014, and $250,000,000 principal amount of
Floating Rate Series F Remarketable Notes Due September 16, 2012
through an underwritten public offering. The notes were sold under
the following terms and conditions.
Series D Series E Series F
Notes Notes Notes
________ ________ ________
Price to the public 99.901% 99.968% 100.000%
Underwriting discount 0.250% 0.500% 0.250%
Proceeds to Dominion $206,182,000 $259,270,000 $257,975,000
103.091% 103.708% 103.190%
The Series F Notes will bear interest equal to the Three Month
LIBOR Rate, reset quarterly, plus 65 basis points. On the
applicable remarketing date, the remarketable notes will either be
mandatorily tendered to and purchased by the remarketing dealer, or
mandatorily redeemed by Dominion. The notes can be extended until
the tenth anniversary of the relevant remarketing date. From and
after a remarketing date if Dominion elects, the interest rate on a
series of notes is subject to being reset as a floating rate.
The net proceeds from the sale of the remarketable notes was
used to refinance a portion of Dominion's outstanding short-term
debt issued in connection with its acquisition of CNG, including
commercial paper.
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The underwriters were Bank of America Securities LLC, Morgan
Stanley & Co. Incorporated, Credit Suisse First Boston Corporation
and Lehman Brothers Inc. The sale occurred pursuant to Dominion's
shelf Registration Statement No. 333-93187. The registration
statement and the Rule 424(b) prospectus, filed with the Commission
on September 8, 2000, are hereby incorporated by reference.
II. EQUITY INVESTMENTS IN, AND GUARANTIES AND OTHER CREDIT SUPPORT BY
DOMINION FOR OR ON BEHALF OF DEI, DCI AND/OR THEIR SUBSIDIARIES
A. Equity Investments
There were no equity investments by Dominion in DEI, DCI and/or
their subsidiaries during the period.
B. Guaranties and Other Credit Support
On August 31, 2000 DCI borrowed $900 million pursuant to a term
credit agreement("Credit Agreement"), dated as of August 31, 2000,
with Bank of America N.A., as administration agent and lender, Bank
One, NA, as syndication agent and lender, and 13 other lending
banks. Pursuant to the Credit Agreement, the lenders agree to
severally make either base rate loans or Eurodollar loans to DCI.
A base rate loan will carry, for any day, a simple rate per annum
equal to the greater of (a) the Prime Rate or (b) the sum of one-
half of one percent plus the Federal Funds Rate. A Eurodollar
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loan will carry a rate per annum equal to the Interbank Offered
Rate divided by one minus a Eurodollar Reserve Percentage. The
Eurodollar Reserve Percentage means, for any day, that percentage
which is in effect under Regulation D as the maximum reserve
requirement applicable with respect to Eurocurrency liabilities.
The borrowing by DCI was a Eurodollar rate loan. All loans will
have a maturity date of August 31, 2002.
The proceeds of the loan were used to retire the following
debt:
- $400 million muti-year revolver and applicable letters of credit
were terminated and the outstanding balance of $300 million
repaid;
- $400 million DCI commercial paper program was terminated and the
outstanding balance of $346 million repaid;
- $100 million Rincon commercial paper program was terminated and
the outstanding balance of $64 million was repaid;
- approximately $190 million of intercompany debt with Dominion
was repaid.
Dominion has unconditionally guaranteed to each lender and the
administrative agent the prompt payment in full of DCI's
obligations under the Credit Agreement.
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Dominion Equipment II, Inc., a special purpose subsidiary of
DEI, entered into an agreement, arranged by Bank of America
Facilities Leasing, LLC, with a group of banks with respect to $320
million lease financing for the construction and lease of a gas-
fired power generating facility to be located at Possum Point,
Virginia. The lease has an initial term of 5 years with the right
of the lessee to extend for another 2 years. The terms of the
lease agreement require that Dominion guarantee the obligations of
the lessee under the financing documents.
Dominion has issued guaranties to various third party creditors
in relation to repayment of debt by certain of its subsidiaries and
in relation to electric power or gas purchases or delivery
performances of its subsidiaries. The estimated total exposure on
these guaranties as of September 30, 2000 is approximately $1.8
billion, and the subsidiaries' debt subject to such guarantees
totaled $1.3 billion.
III. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
On September 19, 2000, the Industrial Development Authority of
The Town of Lousia, Virginia ("Authority") issued an aggregate
principal amount of $30,000,000 of Solid Waste and Sewage Disposal
Revenue Bonds due September 1, 2030 ("Bonds"). Virginia Power
entered into a loan agreement with the Authority which provided for
the proceeds from the sale of the Bonds to be loaned to Virginia
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Power in return for a promissory note. The terms of the promissory
note and the agreement mirrors the terms of the Bonds. The Bonds
were originally issued at an annual fixed interest rate of 4.90%
during the initial long-term period, which ends on March 31, 2002.
Thereafter, the Bonds can bear interest, as chosen by Virginia
Power, at a long-term annual rate for another long-term period,
a short-term rate for a short-term period (one day, one week,
one month, 3 months, 6 months, 12 months) or at a commercial paper
rate (one day to 270 days).
The $29,850,000 proceeds from the sale of the Bonds were used to
reimburse Virginia Power for qualifying expenditures made during the
construction of its North Anna Nuclear Power Plant.
See Forms U-6B-2 filed as a Exhibit A hereto for more detail as
to the above described transaction.
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SIGNATURE
The undersigned registered holding company has duly caused this
quarterly Rule 24 Certificate of Notification to be signed on its
behalf by its attorney subscribing below duly authorized pursuant to
the Public Utility Holding Company Act of 1935.
DOMINION RESOURCES, INC.
By N. F. Chandler
Its Attorney
Dated November 29, 2000
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