<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 1999 Annual Report
on Form 10-K to include the following 1999 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 19, 2000
<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, 1999.
or
_______ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-87529
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, VA 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, 1999 and 1998 F-3
Statement of Changes in Net Assets Available
for Benefits for the Year Ended
December 31, 1999 F-4
Notes to Financial Statements F-5 - F-11
Supplemental Schedules as of and for the year ended December 31, 1999:
Schedule H, Item 4(i): Schedule of Assets Held for Investment
Purposes F-12
Schedule H, Item 4(j): Schedule of Reportable Transactions F-13
</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, 1999 and 1998 and for
the year ended December 31, 1999 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, 1999
and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 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 1999 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.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 9, 2000
F-2
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1999 1998
------------------- -------------------
<S> <C> <C>
Assets:
Investments (Notes 3 and 4) $572,470,440 $538,936,669
Receivables:
Interest 356,575 292,331
Securities Sold 331,105 116,216
------------------- -------------------
Total Receivables 687,680 408,547
Cash 123,181 654,894
------------------- -------------------
Total Assets 573,281,301 540,000,110
------------------- -------------------
Liabilities - Payables for Investments Purchased 4,129,748 227,936
------------------- -------------------
Net Assets Available for Benefits $569,151,553 $539,772,174
=================== ===================
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
---------------------
Additions:
Investment income:
<S> <C>
Net appreciation in fair value of investments $ 3,757,550
Dividend income 17,905,456
Interest and other income 4,610,437
------------
Total investment income 26,273,443
Contributions:
Participants (Note 1) 24,330,611
Participating companies (Note 1) 8,137,848
------------
Total additions 58,741,902
------------
Deductions:
Benefits paid to participants 30,038,785
Administrative expenses 212,974
------------
Total deductions 30,251,759
------------
Net increase before transfers 28,490,143
Transfer of participants' assets to the Plan from other plans 889,236
------------
Net increase 29,379,379
Net assets available for benefits:
Beginning of year 539,772,174
------------
End of year $569,151,553
============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
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 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 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, 1999
--------------------------------
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, 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.
d. 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.
There were 5,846 and 5,306 participants in the Plan as of December 31,
1999 and 1998, respectively.
F-5
<PAGE>
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
------------------
Employee Contributions: 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. 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 Master Trust:
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 (fund not available after 3/31/99) - The fund
invests in equity and debt securities of domestic and foreign issues.
Dreyfus Premier Balanced Fund (fund available effective 4/1/99) - The
fund invests in common stocks and bonds in proportions consistent with
expected returns and risks as determined by the fund's managers. The
fund's neutral allocation is 60% to common stocks and 40% to bonds.
The Crabbe Huson Equity Fund, Inc. (fund not available after 3/31/99)
- The fund invests in common stocks that have large market
capitalization.
MAS Mid Cap Value Portfolio (fund available effective 4/1/99) - The
fund invests in equity securities of medium sized companies that
demonstrate valuation characteristics that are attractive to the
fund's managers.
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 equity and debt
securities of companies and governments outside the U.S.
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 Index.
Company contributions: 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. PARTICIPANT LOANS - 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. PAYMENTS 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, 1999 and 1998.
i. FLEXIBLE DIVIDEND OPTION - Participants are given the choice of (1)
------------------------
receiving cash dividends paid on vested shares held in their DRI
Common Stock Fund or (2) reinvesting 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.
F-7
<PAGE>
(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 in Certus Stable Value Fund Master Trust - The fund
invests primarily in guaranteed investment contracts, which 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 net assets available for benefits, and changes therein.
Actual results could differ from those estimates.
e. RECLASSIFICATIONS - The Plan has adopted SOP 99-3 "Accounting and
-----------------
Reporting of Certain Defined Contribution Benefit Plan Investments and
Other Disclosure Matters". As a result, reclassifications have been
made to eliminate the by-fund disclosure as previously required.
Additionally, certain reclassifications have been made in the prior
year financial statements to conform to the 1999 presentation.
f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets
----------------------------
available for benefits at December 31, 1999 and 1998, are investments
in DRI Common Stock amounting to $228 million and $237 million,
respectively, whose value could be subject to change based upon market
conditions.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets available for benefits:
<TABLE>
<CAPTION>
1999 1998
------------ -------------
<S> <C> <C>
DRI Common Stock $127,023,631 * $141,487,580 *
DRI Common Stock 100,656,136 95,590,459
Interest in Certus Stable Value Master Trust 67,344,410 59,717,276
Dreyfus Premier Balanced Fund** 49,202,009 51,201,732
Mellon S&P 500 Index Daily Fund 132,690,090 114,990,106
Warburg Pincus Emerging Growth Fund 38,169,120 30,532,095
</TABLE>
* Nonparticipant-directed
** Effective April 1, 1999 fund replaced the Dreyfus Balanced Fund,
Inc.
F-8
<PAGE>
During 1999, the Plan's investments (including gains and losses on
investment bought and sold, as well as held during the year) appreciated in
value by $3,757,550 as follows:
Investments at Fair Value:
-------------------------
Mutual Funds $ 20,605,495
Common Stock (39,119,328)
Investments at Estimated Fair Value:
-----------------------------------
Common/Collective Trust Funds 22,271,383
------------
$ 3,757,550
============
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
--------------------- ---------------------
<S> <C> <C>
Net Assets:
Investments:
DRI Common Stock $127,023,631 $141,487,580
Common/Collective Trusts 2,160,209 6,210
--------------------- ---------------------
Total Investments 129,183,840 141,493,790
Receivables:
Interest 4,299 1,038
Securities Sold 115,706 79,700
--------------------- ---------------------
Total Receivables 120,005 80,738
Cash 0 83,561
--------------------- ---------------------
Total Assets 129,303,845 141,658,089
--------------------- ---------------------
Liabilities - Payables for Investments Purchased 2,228,518 116,236
--------------------- ---------------------
Net Assets Available for Benefits $127,075,327 $141,541,853
===================== =====================
</TABLE>
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
------------------------
<S> <C>
Changes in Net Assets:
Net appreciation in fair value of investments $ (23,519,215)
Dividend income 8,085,921
Interest and other income 16,548
Contributions 8,137,848
Benefits paid to participants (7,024,120)
Administrative expenses (53,271)
Transfers to participant-directed investments (156,626)
Transfers of participants' assets from other plans 46,389
--------------
Net decrease $ (14,466,526)
==============
</TABLE>
F-9
<PAGE>
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. PLAN INTEREST IN THE CERTUS STABLE VALUE FUND MASTER TRUST
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, 1999 and 1998, 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, 1999 and
1998, the Plan's interest in the net assets of the Certus Fund was
approximately 75% and 73%, 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 value of the undivided investments (and
related investment income) in the Certus Stable Value Fund:
<TABLE>
<CAPTION>
December 31,
1999 1998
----------------------------------
<S> <C> <C>
Guaranteed Investment Contracts (contract value) $87,826,074 $72,830,868
Short-term Investment Fund (estimated fair value) 2,975,590 9,764,282
--------------- ---------------
Total $90,801,664 $82,595,150
=============== ===============
Investment income for the Certus Stable Value
Fund is as follows: 1999 1998
----------------------------------
Interest $ 5,190,027 $ 4,477,951
Less investment expenses (194,858) (163,977)
--------------- ---------------
Total $ 4,995,169 $ 4,313,974
=============== ===============
</TABLE>
The aggregate fair value of the investment contracts and short-term
investments of the Fund at December 31, 1999 and 1998 was $89,271,133 and
$84,456,595 respectively. The average yield of assets on December 31, 1999
and 1998 are estimated at 6.45% and 6.26%, respectively. Average duration
of investment contracts within the Fund was 2.92 years at December 31, 1999
and 2.46 years at December 31, 1998. The crediting interest rates used to
determine fair value for the contracts as of December 31, 1999 ranged from
7% to 7.28%.
F-10
<PAGE>
7. TAX STATUS
The Plan is a qualified employees' profit sharing trust and employee stock
ownership plan under Sections 401(a), 401(k) and 404(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.
8. PLAN AMENDMENT AND SUBSEQUENT EVENT
During 1999, the Plan was amended to allow the Trustee, Mellon Bank, to
solicit elections from participants with respect to the Company stock
allocated to their Plan accounts. This amendment was made in anticipation
of the merger of Dominion Resources, Inc. with Consolidated Natural Gas.
The merger agreement called for a two-step merger process. The first step,
the First Merger, allowed shareholders of Dominion common stock to elect to
exchange their sold shares for cash (at $43 per share), new Dominion shares
or a combination of cash and shares. The second step, the Second Merger,
allowed shareholders of CNG common stock to elect to exchange their old
shares for cash or new Dominion shares (at a prescribed formula) or a
combination of cash and shares.
As directed Trustee, Mellon Bank solicited elections from participants with
respect to shares of stock allocated to their accounts. The merger was
finalized on January 28, 2000 and results were posted to participants'
accounts on February 14, 2000.
F-11
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
SCHEDULE H, Item 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
Current
Description Cost Value
- ------------------------------------------------- ---------------------- ----------------------
<S> <C> <C>
Dominion Resources, Inc., Common Stock $265,873,641 $227,679,767
---------------------- ----------------------
Interest in Certus Stable Value Fund Master Trust
Certus Stable Value Fund 67,344,410 67,344,410
---------------------- ----------------------
Common/Collective Trusts
DRI Common Stock Fund- EB Daily Liquidity 3,872,003 3,872,003
Loan Fund- EB Daily Liquidity 944 944
Mellon S&P 500 Index Daily Fund 80,610,733 132,690,090
---------------------- ----------------------
84,483,680 136,563,037
---------------------- ----------------------
Mutual Funds
MAS Mid Cap Value Fund 22,258,454 23,625,870
Dreyfus Premier Balanced Fund Inc. 48,688,530 49,202,010
Dreyfus Premier Managed Income Fund 3,761,776 3,492,034
Templeton Foreign Fund Inc. 15,060,789 16,394,181
Warburg Pincus Emerging Growth Fund 29,987,854 38,169,120
---------------------- ----------------------
119,757,403 130,883,215
---------------------- ----------------------
Loans to Participants 10,000,011 10,000,011
---------------------- ----------------------
Total Assets Held for Investment $547,459,145 $572,470,440
====================== ======================
</TABLE>
F-12
<PAGE>
DOMINION RESOURCES, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
Single Transactions in Excess of Five Percent of Plan Assets
Shares/ Security Transaction Cost of Proceeds Costs of Assets Gain/
Par Value Description Expense Purchases From Sales Disposed Loss
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
3,060,118.67 Dreyfus Balanced Fund* $ - $ - $49,329,113.11 $49,068,212.98 $ 260,900.13
3,219,915.99 Dreyfus/Laurel Prem. Balanced Fund* $ - $49,329,113.11 $ - $ - $ -
</TABLE>
* A party-in-interest as defined by ERISA
Series of Transactions in Excess of Five Percent of Plan Assets
<TABLE>
<CAPTION>
Shares/ Security Transaction Cost of Proceeds Costs of Assets Gain/
Par Value Description Expense Purchases From Sales Disposed Loss
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1,228,990.00 Dominion Res. Inc. Common Stock* $ - $51,590,786.19 $ - $ - $ -
451,675.00 Dominion Res. Inc. Common Stock* $ - $ - $19,856,298.95 $16,566,892.46 $ 3,289,406.49
79,948.02 Dreyfus Balanced Fund Inc.* $ - $ 1,289,153.47 $ - $ - $ -
3,234,718.50 Dreyfus Balanced Fund Inc.* $ - $ - $52,144,834.85 $51,867,598.81 $ 277,236.04
3,418,984.10 Dreyfus/Laurel Prem. Bal. Fund* $ - $51,362,022.65 $ - $ - $ -
301,531.82 Dreyfus/Laurel Prem. Bal. Fund* $ - $ - $ 4,663,193.16 $ 4,620,658.15 $ 42,535.01
1,333,175.78 MAS Funds Mid Cap Port, Adv. Class $ - $25,049,889.04 $ - $ $ -
261,693.96 MAS Funds Mid Cap Port, Adv. Class $ - $ - $ 5,832,347.84 $ 5,345,753.75 $ 486,594.09
3,164,965.43 Templeton Fds. Inc. Foreign Fd
Class I $ - $32,179,784.53 $ - $ - $ -
3,202,062.18 Templeton Fds. Inc. Foreign Fd
Class I $ - $ - $32,690,845.13 $32,350,020.38 $ 340,824.75
389,553.36 Warbug Pincus Emerging Growth Fd $ - $12,691,355.54 $ - $ - $ -
389,051.34 Warbug Pincus Emerging Growth Fd $ - $ - $16,204,443.82 $14,224,202.44 $ 1,980,241.38
35,038,868.17 TBC Inc. Pooled Employee Ffds,
Daily Liq.* $ - $35,038,868.17 $ - $ - $ -
31,177,118.17 TBC Inc. Pooled Employee Ffds,
Daily Liq.* $ - $ - $31,177,118.17 $31,177,118.17 $ -
87,013.81 Mellon S&P 500 Index Daily Fd* $ - $24,252,423.42 $ - $ - $ -
101,213.47 Mellon S&P 500 Index Daily Fd* $ - $ - $28,893,350.80 $18,380,586.86 $10,512,763.94
* A party-in-interest as defined by ERISA
</TABLE>
F-13
<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, 1999.
or
_____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 33-62705
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 of the plan and the
address of its principal executive office:
DOMINION RESOURCES, INC.
P.O. Box 26532
120 Tredegar Street
Richmond, VA 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, 1999 and 1998 F-3
Statement of Changes in Net Assets Available
for Benefits for the Year Ended
December 31, 1999. F-4
Notes to Financial Statements F-5 - F-12
Supplemental Schedules as of December 31, 1999:
Schedule H, Item 4(i) - Schedule of Assets Held for Investment
Purposes F-13
Schedule H, Item 4(j) - Schedule of Reportable Transactions F-14
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Organization and Compensation 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, 1999 and 1998 and for the year ended
December 31, 1999, 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, 1999
and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 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 1999 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.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 9, 2000
F-2
<PAGE>
DOMINION RESOURCES, INC.
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
---------------------------------
ASSETS 1999 1998
------ -------------- --------------
Investments: $ 12,304,910 $ 8,559,983
Receivables:
Interest 9,712 8,248
Contributions:
Participants 109,929 99,694
Participating companies 37,251 34,210
-------------- --------------
Total receivables 156,892 142,152
Other 0 386
-------------- --------------
Total assets 12,461,802 8,702,521
-------------- --------------
LIABILITIES
-----------
Payables for Investments Purchased 27,352 4,246
-------------- --------------
Net Assets Available for Benefits $ 12,434,450 $ 8,698,275
============== ==============
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
DOMINION RESOURCES, INC.
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
--------------------
For the Year Ended
December 31, 1999
--------------------
Investment income:
Dividends $ 260,884
Interest and other 94,950
Net appreciation in fair value
of investments 716,746
--------------------
Total investment income 1,072,580
Contributions (Note 1):
Participants 3,031,021
Participating companies 871,240
--------------------
Total additions 4,974,841
--------------------
Benefits paid to participants 1,221,260
Administrative expense 17,293
--------------------
Total Deductions 1,238,553
--------------------
Net increase before transfers 3,736,288
Transfer of participants' assets
from the Plan to other plans (113)
Net assets available for benefits:
Beginning of year 8,698,275
--------------------
End of year $ 12,434,450
====================
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
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 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.; and
First Dominion Capital, LLC(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
-------------
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, 1999
-------------------------------
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 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
F-5
<PAGE>
earnings or account balances, as defined. Forfeited balances of
terminated participants' non- vested 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.
d. PLAN PARTICIPANTS
------------------
There were 624 and 525 participants in the Plan as of December 31,
1999 and 1998, 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
------------------
Employee Contributions: 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. 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 Master Trust:
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. (fund not available after 3/31/99) - The
fund invests in equity and debt securities of domestic and foreign
issues.
Dreyfus Premier Balanced Fund (fund available effective 4/1/99) - The
fund invests in common stocks and bonds in proportions consistent with
expected returns and risks as determined by the fund's managers. The
fund's neutral allocation is 60% to common stocks and 40% to bonds.
The Crabbe Huson Equity Fund, Inc. (fund not available after 3/31/99)
- The fund invests in common stocks that have large market
capitalization.
F-6
<PAGE>
MAS Mid Cap Value Portfolio (fund available effective 4/1/99) - The
fund invests in equity securities of medium sized companies that
demonstrate valuation characteristics that are attractive to the
fund's managers.
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 equity and debt
securities of companies and governments outside the U.S.
(4) Common/Collective Trust:
Mellon EB Daily Liquidity Index Fund - The fund invests primarily in
the 500 stocks of the S&P 500 Index.
Company Contributions: Participating Companies' matching contributions
---------------------
are automatically contributed into the 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.
g. PARTICIPANT LOANS
-----------------
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 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.
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 such
participants at December 31, 1999 and 1998.
F-7
<PAGE>
i. FLEXIBLE DIVIDEND - Participants are given the choice of (1) receiving
-----------------
cash dividends paid on vested shares held in their DRI Common Stock
Fund or (2) reinvesting 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 closing sales prices reported on
the New York Stock Exchange on the last business day of the year.
(2) Common/Collective Trusts - Investments in common/collective trust
fund (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) Investments in Certus Stable Value Fund Master Trust - The fund
invests primarily in guaranteed investment contracts, which are
valued at contract value. Contract value represents contributions
made under the contract, plus earnings, less Plan withdrawals and
administrative expenses.
(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.
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 net assets available for benefits, and changes therein.
Actual results could differ from those estimates.
e. RECLASSIFICATION - The Plan has adopted SOP 99-3 "Accounting and
----------------
Reporting of Certain Defined Contribution Plan Investment and Other
Disclosure Matters". As a result, reclassifications have been made to
eliminate the by-fund disclosure as previously required. Additionally,
certain reclassifications have been made in the prior year financial
statements to conform to the 1999 presentation.
F-8
<PAGE>
3. INVESTMENTS
The following presents investments that represent 5% or more of the
Plan's net assets available for benefits:
1999 1998
----------- -----------
DRI Common Stock* $1,818,632 $1,345,534
DRI Common Stock 1,268,677 1,077,169
Dreyfus Premier Balanced Fund 1,089,732 --
Dreyfus Balanced Fund -- 895,560
Crabbe Huson Equity -- 790,631
MAS Mid Cap Value 1,263,598 --
Warburg Pincus Emerging Growth 1,633,710 872,189
Templeton Foreign 646,073 --
Mellon EB Daily Liquidity Index 2,485,519 1,649,670
* Nonparticipant directed
During 1999, the Plan's investments (including gains and losses on
investment bought and sold, as well as held during the year)
appreciated in value by $716,746.
Investments at Fair Value:
--------------------------
Common Stock $(487,651)
Mutual Funds 846,857
Investments as Estimated Fair Value:
------------------------------------
Common/Collective Trust Funds 357,540
------------
$ 716,746
============
4. NONPARTICIPANT-DIRECTED INVESTMENTS
The net assets relating to the nonparticipant-directed investments are
comprised of Dominion Resources Common Stock and amounts to $1,816,360
as of December 31, 1999. Information about the significant components
of the changes in net assets relating to the nonparticipant-directed
investments is as follows:
December 31,
------------------------------
NET ASSETS 1999 1998
- ---------- ------------ -------------
Investments $1,830,258 $1,346,887
Receivables:
Interest 54 92
Contributions:
Participating companies 12,942 34,210
F-9
<PAGE>
Other 139 0
------------ -------------
Total receivables 13,135 34,302
Other (134) 0
------------ -------------
Total assets 1,843,259 1,381,189
------------ -------------
LIABILITIES
- -----------
Payables for Investments Purchased 10,541 553
------------ -------------
Net Assets Available for Benefits $1,832,718 $1,380,636
============ =============
----------------------
CHANGES IN NET ASSETS For the Year Ended
- --------------------- December 31, 1999
----------------------
Investment income:
Dividends $ 115,328
Interest and other 521
Net appreciation in fair value
of investments (333,720)
----------------------
Total investment income (217,871)
Contributions (Note 1):
Participating companies 854,079
----------------------
Total additions 636,208
----------------------
Benefits paid to participants 112,149
Administrative expense 4,109
----------------------
Total Deductions 116,258
----------------------
Net increase before transfers 519,950
Interfund transfers, net (60,189)
Transfer of participants' assets
from the Plan to other plans (7,679)
Net assets available for benefits:
Beginning of year 1,380,636
----------------------
End of year $1,832,718
======================
F-10
<PAGE>
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. PLAN INTEREST IN THE CERTUS STABLE VALUE FUND MASTER TRUST
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, 1999 and 1998, 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,
1999 and 1998, 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
(and related investment income) in the Certus Stable Value Fund:
<TABLE>
<CAPTION>
December 31,
1999 1998
--------------------------------
<S> <C> <C>
Guaranteed Investment Contracts (contract value) $87,826,074 $72,830,868
Short-term Investment Fund (estimated fair value) 2,975,590 9,764,282
------------- -------------
Total $90,801,664 $82,595,150
============= =============
Investment income for the Certus Stable Value
Fund is as follows: 1999 1998
--------------------------------
Interest $ 5,190,027 $ 4,477,951
Less investment expenses (194,858) (163,977)
------------- -------------
Total $ 4,995,169 $ 4,313,974
============= =============
</TABLE>
The aggregate fair value of the investment contracts and short-term
investments of the Fund at December 31, 1999 and 1998 was $89,271,133 and
$84,456,595 respectively. The average yield of assets on December 31, 1999
and 1998 are estimated at 6.45% and 6.26%, respectively. Average duration
of investment contracts within the Fund was 2.92 years at December 31, 1999
and 2.46 years at December 31, 1998. The crediting interest rates used to
determine the fair value for the contracts as of December 31, 1999 ranged
from 7% to 7.28%.
F-11
<PAGE>
7. TAX STATUS
The Plan is a qualified employees' profit sharing trust and employee stock
ownership plan under Sections 401(a), 401(k) and 404(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.
8. PLAN AMENDMENT AND SUBSEQUENT EVENT
During 1999, the Plan was amended to allow the Trustee, Mellon Bank, to
solicit elections from participants with respect to the Company stock
allocated to their Plan accounts. This amendment was made in anticipation
of the merger of Dominion Resources, Inc. with Consolidated Natural Gas.
The merger agreement called for a two-step merger process. The first step,
the First Merger, allowed shareholders of Dominion common stock to elect to
exchange their sold shares for cash (at $43 per share), new Dominion shares
or a combination of cash and shares. The second step, the Second Merger,
allowed shareholders of CNG common stock to elect to exchange their old
shares for cash or new Dominion shares (at a prescribed formula) or a
combination of cash and shares.
As directed Trustee, Mellon Bank solicited elections from participants with
respect to shares of stock allocated to their accounts. The merger was
finalized on January 28, 2000 and results were posted to participants'
accounts on February 14, 2000.
F-12
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
SCHEDULE H, ITEM 4(i) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
Current
Description Cost Value
- ----------- -------------------- --------------------
<S> <C> <C>
Dominion Resources, Inc., Common Stock $ 3,203,973 $ 3,087,309
-------------------- --------------------
Interest in Certus Stable Value Fund Master Trust
Certus Stable Value Fund 1,373,969 1,373,969
Common/Collective Trusts
DRI Common Stock Fund - EB Daily Liquidity 23,625 23,625
Mellon S&P 500 Index Daily Fund 1,845,993 2,485,519
-------------------- --------------------
3,243,587 3,883,113
-------------------- --------------------
Mutual Funds
MAS Mid Cap Value Portfolio Inc. 1,185,137 1,263,598
Dreyfus Premier Balanced Fund Inc. 1,080,688 1,089,732
Premier Managed Income Fund 317,407 297,487
Templeton Foreign Fund Inc. 572,288 646,073
Warburg Pincus Emerging Growth Fund 1,267,903 1,633,710
-------------------- --------------------
4,423,423 4,930,600
-------------------- --------------------
Loans to Participants 403,888 403,888
-------------------- --------------------
Total Assets Held for Investment $11,274,871 $12,304,910
==================== ====================
</TABLE>
F-13
<PAGE>
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
SCHEDULE H, ITEM 4(j) - SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
Single Transactions in Excess of Five Percent of Plan Assets
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
51,200.00 Crabbe Huson Equity Fund, Inc. $ - $ - $ 845,824.15
52,733.88 Dreyfus Balanced Fund* $ - $ - $ 850,070.24
55,487.61 Dreyfus/Laurel Prem. Balanced Fund* $ - $ 850,070.24 $ -
42,418.46 MAS Fds Mid Cap Port Adv Class $ - $ 845,824.15 $ -
* A party-in-interest as defined by ERISA
<CAPTION>
Shares/ Security Costs of Assets Gain/
Par Value Description Disposed Loss
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
51,200.00 Crabbe Huson Equity Fund, Inc. $ 949,523.10 $(103,698.95)
52,733.88 Dreyfus Balanced Fund* $ 864,961.27 $ (14,891.03)
55,487.61 Dreyfus/Laurel Prem. Balanced Fund* $ - $ -
42,418.46 MAS Fds Mid Cap Port Adv Class $ - $ -
* A party-in-interest as defined by ERISA
</TABLE>
<TABLE>
<CAPTION>
Series of Transactions in Excess of Five Percent of Plan Assets
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
7,399.28 Crabbe Huson Equity Fund, Inc. $ - $ 120,228.34 $ -
55,549.71 Crabbe Huson Equity Fund, Inc. $ - $ - $ 916,413.95
34,750.00 Dominion Res. Inc. Common Stock* $ - $1,493,704.90 $ -
7,600.00 Dominion Res. Inc. Common Stock* $ - $ - $ 327,509.66
7,020.25 Dreyfus Balanced Fund Inc.* $ - $ 113,140.82 $ -
62,193.86 Dreyfus Balanced Fund Inc.* $ - $ - $1,000,611.66
76,410.77 Dreyfus/Laurel Prem. Bal. Fund* $ - $1,151,330.79 $ -
7,212.66 Dreyfus/Laurel Prem. Bal. Fund* $ - $ - $ 111,993.63
64,973.84 MAS Funds Mid Cap Port, Adv. Class $ - $1,204,757.03 $ -
7,530.62 MAS Funds Mid Cap Port, Adv. Class $ - $ - $ 165,905.48
34,454.52 Templeton Fds. Inc. Foreign Fd Class I $ - $ 329,590.96 $ -
14,526.60 Templeton Fds. Inc. Foreign Fd Class I $ - $ - $ 143,715.46
16,204.09 Warbug Pincus Emerging Growth Fd $ - $ 503,245.85 $ -
5,258.34 Warbug Pincus Emerging Growth Fd $ - $ - $ 215,458.91
1,404,135.40 TBC Inc. Pooled Employee Ffds, Daily Liq.* $ - $1,404,135.40 $ -
1,385,561.86 TBC Inc. Pooled Employee Ffds, Daily Liq.* $ - $ - $1,385,561.86
3,784.72 Mellon S&P 500 Index Daily Fd* $ - $1,067,580.14 $ -
2,124.93 Mellon S&P 500 Index Daily Fd* $ - $ - $ 589,272.63
* A party-in-interest as defined by ERISA
<CAPTION>
Shares/ Security Costs of Assets Gain/
Par Value Description Disposed Loss
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
7,399.28 Crabbe Huson Equity Fund, Inc. $ - $ -
55,549.71 Crabbe Huson Equity Fund, Inc. $1,031,136.11 $(114,722.16)
34,750.00 Dominion Res. Inc. Common Stock* $ - $ -
7,600.00 Dominion Res. Inc. Common Stock* $ 303,311.10 $ 24,198.56
7,020.25 Dreyfus Balanced Fund Inc.* $ - $ -
62,193.86 Dreyfus Balanced Fund Inc.* $1,020,270.11 $ (19,658.45)
76,410.77 Dreyfus/Laurel Prem. Bal. Fund* $ - $ -
7,212.66 Dreyfus/Laurel Prem. Bal. Fund* $ 110,677.67 $ 1,315.96
64,973.84 MAS Funds Mid Cap Port, Adv. Class $ - $ -
7,530.62 MAS Funds Mid Cap Port, Adv. Class $ 152,475.26 $ 13,430.22
34,454.52 Templeton Fds. Inc. Foreign Fd Class I $ - $ -
14,526.60 Templeton Fds. Inc. Foreign Fd Class I $ 142,597.19 $ 1,118.27
16,204.09 Warbug Pincus Emerging Growth Fd $ - $ -
5,258.34 Warbug Pincus Emerging Growth Fd $ 193,017.28 $ 22,441.63
1,404,135.40 TBC Inc. Pooled Employee Ffds, Daily Liq.* $ - $ -
1,385,561.86 TBC Inc. Pooled Employee Ffds, Daily Liq.* $1,385,561.86 $ -
3,784.72 Mellon S&P 500 Index Daily Fd* $ - $ -
2,124.93 Mellon S&P 500 Index Daily Fd* $ 448,664.59 $ 140,608.04
* A party-in-interest as defined by ERISA
</TABLE>
F- 14
<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, 1999.
or
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-87529
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, VA 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, 1999 and 1998 F-3
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1999 F-4
Notes to Financial Statements F-5 - F-11
Supplemental Schedules as of and for the year ended December 31, 1999:
Schedule H, Item 4(i): Schedule of Assets Held for Investment
Purposes F-12
Schedule H, Item 4(j): Schedule of Reportable Transactions F-13
</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, 1999 and 1998 and for
the year ended December 31, 1999 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, 1999
and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 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 1999 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.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 9, 2000
F-2
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets:
Investments (Notes 3 and 4) $129,774,736 $126,501,099
Receivables:
Interest 112,362 105,437
Securities sold 123,411 142,449
------------ ------------
Total Receivables 235,773 247,886
Cash 251 119,399
------------ ------------
Total Assets 130,010,760 126,868,384
------------ ------------
Liabilities - Payables for Investments Purchased 518,091 273,851
------------ ------------
Net Assets Available for Benefits $129,492,669 $126,594,533
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
-----------------
<S> <C>
Additions:
Investment income:
Net depreciation in fair value of investments $ (7,065,106)
Dividend income 4,825,540
Interest and other income 1,605,856
------------
Total investment loss (633,710)
Contributions:
Participant (Note 1) 8,652,554
Participating company (Note 1) 3,270,636
------------
Total additions 11,289,480
------------
Deductions:
Benefits paid to participants 7,331,338
Administrative expenses 104,940
------------
Total deductions 7,436,278
------------
Net increase before transfers 3,853,202
Transfer of participants' assets from the Plan to other plans (955,066)
------------
Net increase 2,898,136
Net assets available for benefits:
Beginning of year 126,594,533
------------
End of year $129,492,669
============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
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 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, 1999
--------------------------------
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, 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.
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 3,025 and 3,012 participants in the Plan as of December 31,
1999 and 1998, respectively.
F-5
<PAGE>
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
------------------
Employee Contributions: 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. 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 Master Trust:
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 (fund not available after 3/31/99) - The fund
invests in equity and debt securities of domestic and foreign issues.
Dreyfus Premier Balanced Fund (fund available effective 4/1/99) - The
fund invests in common stocks and bonds in proportions consistent with
expected returns and risks as determined by the fund's managers. The
fund's neutral allocation is 60% to common stocks and 40% to bonds.
The Crabbe Huson Equity Fund, Inc. (fund not available after 3/31/99)
- The fund invests in common stocks that have large market
capitalization.
MAS Mid Cap Value Portfolio (fund available effective 4/1/99) - The
fund invests in equity securities of medium sized companies that
demonstrate valuation characteristics that are attractive to the
fund's managers.
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 equity and debt
securities of companies and governments outside the U.S.
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 Index.
Company contributions: 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. PARTICIPANT LOANS - 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. PAYMENTS 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, 1999 and 1998.
i. FLEXIBLE DIVIDEND OPTION - Participants are given the choice of (1)
------------------------
receiving cash dividends paid on vested shares held in their DRI
Common Stock Fund or (2) reinvesting 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.
F-7
<PAGE>
(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 in Certus Stable Value Fund Master Trust - The fund
invests primarily in guaranteed investment contracts, which 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 net assets available for benefits, and changes therein.
Actual results could differ from those estimates.
e. RECLASSIFICATIONS - The Plan has adopted SOP 99-3 "Accounting and
-----------------
Reporting of Certain Defined Contribution Benefit Plan Investments and
Other Disclosure Matters". As a result, reclassifications have been
made to eliminate the by-fund disclosure as previously required.
Additionally, certain reclassifications have been made in the prior
year financial statements to conform to the 1999 presentation.
f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets
----------------------------
available for benefits at December 31, 1999 and 1998, are investments
in DRI Common Stock amounting to $72 million and $78 million,
respectively, whose value could be subject to change based upon market
conditions.
3. INVESTMENTS
The following presents investments that represent 5% or more of the Plan's
net assets available for benefits:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
DRI Common Stock $39,571,258* $44,150,680*
DRI Common Stock 32,872,077 33,611,093
Interest in Certus Stable Value Master Trust 21,540,629 21,370,959
Warburg Pincus Emerging Growth Fund 9,328,337 6,383,774
Mellon S&P 500 Index Daily Fund 9,723,619 7,260,010
</TABLE>
* Nonparticipant-directed
F-8
<PAGE>
During 1999, the Plan's investments (including gains and losses on
investment bought and sold, as well as held during the year) depreciated in
value by $7,065,106 as follows:
Investment at Fair Value:
------------------------
Mutual Funds $ 4,383,127
Common Stock (12,971,034)
Investments at Estimated Fair Value:
-----------------------------------
Common/Collective Trust Funds 1,522,801
------------
($ 7,065,106)
============
4. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
<TABLE>
<CAPTION>
December 31,
1999 1998
----------- -----------
<S> <C> <C>
Net Assets:
Investments:
DRI Common Stock $39,571,258 $44,150,680
Common/Collective Trusts 242,762 112,104
----------- -----------
Total Investments 39,814,020 44,262,784
Receivables:
Interest 1,007 385
Securities Sold 34,873 38,958
----------- -----------
Total Receivables 35,880 39,343
----------- -----------
Total Assets 39,849,900 44,302,127
----------- -----------
Liabilities - Payables for Investments Purchased 268,005 136,903
----------- -----------
Net Assets Available for Benefits $39,581,895 $44,165,224
=========== ===========
<CAPTION>
Year Ended
December 31, 1999
-----------------
<S> <C>
Changes in Net Assets:
Net depreciation in fair value of investments $(7,332,418)
Dividend income 2,506,019
Interest and other income 4,681
Contributions 3,270,636
Benefits paid to participants (2,055,043)
Administrative expenses (38,622)
Transfers to participant-directed investments (527,189)
Transfers of participants' assets to other plans (411,393)
-----------
Net decrease $(4,583,329)
===========
</TABLE>
F-9
<PAGE>
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. PLAN INTEREST IN THE CERTUS STABLE VALUE FUND MASTER TRUST
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, 1999 and 1998, 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, 1999 and
1998, the Plan's interest in the net assets of the Certus Fund was
approximately 24% and 26%, 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 value of the undivided investments (and
related investment income) in the Certus Stable Value Fund:
<TABLE>
<CAPTION>
December 31,
1999 1998
------------------------------
<S> <C> <C>
Guaranteed Investment Contracts (contract value) $87,826,074 $72,830,868
Short-term Investment Fund (estimated fair value) 2,975,590 9,764,282
----------- -----------
Total $90,801,664 $82,595,150
=========== ===========
<CAPTION>
Investment income for the Certus Stable Value
Fund is as follows: 1999 1998
------------------------------
<S> <C> <C>
Interest $ 5,190,027 $ 4,477,951
Less investment expenses (194,858) (163,977)
----------- -----------
Total $ 4,995,169 $ 4,313,974
=========== ===========
</TABLE>
The aggregate fair value of the investment contracts and short-term
investments of the Fund at December 31, 1999 and 1998 was $89,271,133 and
$84,456,595 respectively. The average yield of assets on December 31, 1999
and 1998 are estimated at 6.45% and 6.26%, respectively. Average duration
of investment contracts within the Fund was 2.92 years at December 31, 1999
and 2.46 years at December 31, 1998. The crediting interest rates used to
determine fair value for the contracts as of December 31, 1999 ranged from
7% to 7.28%.
F-10
<PAGE>
7. TAX STATUS
The Plan is a qualified employees' profit sharing trust and employee stock
ownership plan under Sections 401(a), 401(k) and 404(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.
8. PLAN AMENDMENT AND SUBSEQUENT EVENT
During 1999, the Plan was amended to allow the Trustee, Mellon Bank, to
solicit elections from participants with respect to the Company stock
allocated to their Plan accounts. This amendment was made in anticipation
of the merger of Dominion Resources, Inc. with Consolidated Natural Gas.
The merger agreement called for a two-step merger process. The first step,
the First Merger, allowed shareholders of Dominion common stock to elect to
exchange their sold shares for cash (at $43 per share), new Dominion shares
or a commination of cash and shares. The second step, the Second Merger,
allowed shareholders of CNG common stock to elect to exchange their old
shares for cash or new Dominion shares (at a prescribed formula) or a
combination of cash and shares.
As directed Trustee, Mellon Bank solicited elections from participants with
respect to shares of stock allocated to their accounts. The merger was
finalized on January 28, 2000 and results were posted to participants'
accounts on February 14, 2000.
F-11
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
SCHEDULE H, Item 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
Current
Description Cost Value
- ---------------------------------------------- ------------ ------------
<S> <C> <C>
Dominion Resources, Inc., Common Stock $ 68,939,546 $ 72,443,335
------------ ------------
Interest in Certus Stable Value Fund Master Trust
Certus Stable Value Fund 21,540,629 21,540,629
------------ ------------
Common/Collective Trusts
DRI Common Stock Fund- EB Daily Liquidity 444,426 444,426
Mellon S&P 500 Index Daily Fund 6,808,389 9,723,619
------------ ------------
7,252,815 10,168,045
------------ ------------
Mutual Funds
MAS Mid Cap Value Fund 4,698,880 5,057,980
Dreyfus Premier Balanced Fund Inc. 3,712,192 3,745,557
Dreyfus Premier Managed Income Fund 523,048 483,641
Templeton Foreign Fund Inc. 2,379,237 2,666,540
Warburg Pincus Emerging Growth Fund 7,098,548 9,328,337
------------ ------------
18,411,905 21,282,055
------------ ------------
Loans to Participants 4,340,672 4,340,672
------------ ------------
Total Assets Held for Investment $120,485,567 $129,774,736
============ ============
</TABLE>
F-12
<PAGE>
VIRGINIA POWER
HOURLY EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
Series of Transactions in Excess of Five Percent of Plan Assets
<TABLE>
<CAPTION>
Shares/ Security Transaction Cost of Proceeds Costs of Assets
Par Value Description Expense Purchases From Sales Disposed
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
315,060.00 Dominion Res. Inc. Common Stock* $ - $13,454,007.11 $ - $ -
109,176.00 Dominion Res. Inc. Common Stock* $ - $ - $ 4,746,809.11 $ 4,010,927.37
11,630,355.96 TBC Inc. Pooled Employee Ffds, Daily Liq.* $ - $11,630,355.96 $ - $ -
11,385,988.33 TBC Inc. Pooled Employee Ffds, Daily Liq.* $ - $ - $ 11,385,988.33 $11,385,988.33
<CAPTION>
Shares/ Security Gain/
Par Value Description Loss
- -------------------------------------------------------------------------
<S> <C> <C>
315,060.00 Dominion Res. Inc. Common Stock* $ -
109,176.00 Dominion Res. Inc. Common Stock* $ 735,881.73
11,630,355.96 TBC Inc. Pooled Employee Ffds, Daily Liq.* $ -
11,385,988.33 TBC Inc. Pooled Employee Ffds, Daily Liq.* $ -
</TABLE>
* A party-in-interest as defined by ERISA
F-13
<PAGE>
FORM 11-K
DECEMBER 31, 1999
EXHIBIT INDEX
Exhibit Page
Exhibit 99(i) Independent auditor's consent for Dominion
Resources Inc. Employee Savings Plan
(filed herewith)
Exhibit 99 (ii) Independent auditor's consent for Dominion
Resources, Inc. Dominion Subsidiary Savings
Plan (filed herewith)
Exhibit 99 (iii) Independent auditor's consent for Virginia Power
Hourly Employee Savings Plan (filed herewith)
<PAGE>
Exhibit 99(i)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement no.
333-87529 of Dominion Resources, Inc. on Form S-8 of our report dated May 9,
2000, appearing in this Annual Report on Form 11-K of Dominion Resources, Inc.
Employee Savings Plan for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 19, 2000
<PAGE>
Exhibit 99(ii)
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 9,
2000, appearing in this Annual Report on Form 11-K of Dominion Resources, Inc.
Subsidiary Savings Plan for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 19, 2000
<PAGE>
Exhibit 99(iii)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement no.
333-87529 of Dominion Resources, Inc. on Form S-8 of our report dated May 9,
2000, appearing in this Annual Report on Form 11-K of Virginia Power Hourly
Employee Savings Plan for the year ended December 31, 1999.
DELOITTE & TOUCHE LLP
Richmond, Virginia
May 19, 2000
