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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 1
Richmond, Virginia :
: TRANSACTIONS
File No. 70-9517 : DURING PERIOD
:
(Public Utility Holding Company Act of 1935) : January 28, 2000
: through
: March 31, 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 is the first of such certificates to be filed, and provides
financial information with respect to Dominion and its wholly-owned
subsidiaries, including Dominion Energy, Inc. ("DEI"), Dominion Capital,
Inc. ("DCI"), and Virginia Electric Power Company ("Virginia Power"), and
subsidiaries of DEI, DCI and Virginia Power.
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Rule 52 transactions occurring during the quarter are reported on Forms
U-6B-2 filed as exhibits to this certificate.
I. FINANCING BY DOMINION
A. Sale of Dominion Common Stock
There were no new issues of common stock during the period.
B. Short Term Debt
During the period, Dominion issued and sold commercial paper.
The maximum amount of Dominion's commercial paper outstanding at
any time during this period was $3,953,946,000 principal amount.
The principal amount of commercial paper outstanding on March 31,
2000 was $3,931,948,000.
C. Long-Term Debt
No long-term debt was issued by Dominion during the reporting
period.
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D. Guarantees Not Covered by Section II Below
Dominion entered into a Guaranty Agreement on January 28, 2000
in favor of Consolidated Natural Gas Service Company, Inc.,
executed in connection with the Master Lease Agreement dated as of
December 23, 1998 between the service company as lessee and Bank of
America Leasing & Capital, LLC, as lessor. The maximum guaranteed
amount is approximately $30,000,000.
At the end of 1999, Dominion approved a stock purchase and loan
program intended to encourage and facilitate executives' ownership
of common stock through the availability of 5 year loans guaranteed
by Dominion. In connection with the program Dominion executed a
Facility and Guaranty Agreement dated as of February 3, 2000
between Dominion, the lenders party thereto and Bank One N.A., as
Agent. The guaranteed amount is $80,213,826.
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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
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 March 31, 2000 is approximately $861
million, and the subsidiaries' debt subject to such guarantees
totaled $406 million.
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III. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
On March 22, 2000, Virginia Power issued an aggregate principal
amount of $220,000,000 in Series F and G variable-rate medium term
notes maturing on March 22, 2002. Virginia Power also entered a swap
agreement as a hedge to synthetically convert a $200 million (Series G
portion) notional amount of these variable rate notes to fixed rate
debt. Under the swap agreement, Virginia Power will pay a 7.27% fixed
rate semianually, and will receive quarterly a 3 month LIBOR plus 15
basis points rate. The notes were issued primarily to satisfy the
retirement during the period of approximately $57,000,000 of
outstanding debt and preferred stock and repayments in April 2000 of
$169,000,000 of outstanding debt. The Series F and G Notes were
offered and sold under the Securities Act of 1933 pursuant to
Registration Statements No. 33-60271 and 333-76155, respectively. 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 May 30, 2000
