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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: September 6, 2000
(Date of earliest event reported)
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
Virginia 001-08489 54-1229715
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
120 Tredegar Street
Richmond, Virginia 23219-3932
(804) 819-2000
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On September 6, 2000, Dominion Resources, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with Banc of America
Securities LLC and Morgan Stanley & Co. Incorporated, as Representatives of the
Underwriters named in the Underwriting Agreement, for the sale of $200, million
aggregate principal amount of the Company's 7.40% Series D Remarketable Notes
due 2012, $250, million aggregate principal amount of the Company's 7.82% Series
E Remarketable Notes due 2014 and $250, million aggregate principal amount of
the Company's Floating Rate Series F Remarketable Notes due 2012. Such
Remarketable Notes, which are designated the 7.40% Series D Remarketable Notes
due 2012, 7.82% Series E Remarketable Notes due 2014 and the Floating Rate
Series F Remarketable Notes due 2012, are a portion of the $4.5 billion
aggregate principal amount of securities that were registered by the Company
pursuant to a registration statement on Form S-3 under Rule 415 under the
Securities Act of 1933, as amended, which registration statement was declared
effective on January 6, 2000 (Registration No. 333-93187). A copy of the
Underwriting Agreement including exhibits thereto, is filed as Exhibit 1 to this
Form 8-K.
Copies of a form of fixed rate remarketable note supplemental indenture,
pursuant to which the 7.40% Series D Remarketable Notes Due 2012 and 7.82%
Series E Remarketable Notes Due 2014 will be issued, and a form of floating rate
remarketable note supplemental indenture, pursuant to which the Floating Rate
Series F Remarketable Notes Due 2012 will be issued, are filed as Exhibits 4.2
and 4.3, respectively, to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
1 Underwriting Agreement, dated September 6, 2000, between the Company and
Banc of America Securities LLC and Morgan Stanley & Co. Incorporated., as
Representatives of the Underwriters named in the Underwriting Agreement
(filed herewith).
4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and
The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit
4(iii) to the Company's Registration Statement on Form S-3 (Registration
No. 333-93187).
4.2 Form of fixed rate remarketable note supplemental indenture to the Senior
Indenture pursuant to which the 7.40% Series D Remarketable Notes Due 2012
and 7.82% Series E Remarketable Notes Due 2014 will be issued. The form of
fixed rate remarketable note for the 7.40% Series D Remarketable Notes Due
2012 and 7.82% Series E Remarketable Notes Due 2014 is included as Exhibit
A to the form of fixed rate remarketable note supplemental indenture (filed
herewith).
4.3 Form of floating rate remarketable note supplemental indenture to the
Senior Indenture pursuant to which the Floating Rate Series F Remarketable
Notes Due 2012 will be issued. The form of floating rate remarketable note
for the Floating Rate Series F Remarketable Notes Due 2012 is included as
Exhibit A to the form of floating rate remarketable note supplemental
indenture (filed herewith).
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8 Tax opinion of McGuireWoods LLP (filed herewith).
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Company's Current Report on Form 8-K, dated
July 10, 2000 (File No. 001-08489)).
23 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit
8.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
/s/ James P. Carney
---------------------------------
James P. Carney
Assistant Treasurer
Date: September 8, 2000
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EXHIBIT LIST
1 Underwriting Agreement, dated September 6, 2000, between the Company and
Banc of America Securities LLC and Morgan Stanley & Co. Incorporated., as
Representatives of the Underwriters named in the Underwriting Agreement
(filed herewith).
4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and
The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit
4(iii) to the Company's Registration Statement on Form S-3 (Registration
No. 333-93187).
4.2 Form of fixed rate remarketable note supplemental indenture to the Senior
Indenture pursuant to which the 7.40% Series D Remarketable Notes Due 2012
and 7.82% Series E Remarketable Notes Due 2014 will be issued. The form of
fixed rate remarketable note for the 7.40% Series D Remarketable Notes Due
2012 and 7.82% Series E Remarketable Notes Due 2014 is included as Exhibit
A to the form of fixed rate remarketable note supplemental indenture (filed
herewith).
4.3 Form of floating rate remarketable note supplemental indenture to the
Senior Indenture pursuant to which the Floating Rate Series F Remarketable
Notes Due 2012 will be issued. The form of floating rate remarketable note
for the Floating Rate Series F Remarketable Notes Due 2012 is included as
Exhibit A to the form of floating rate remarketable note supplemental
indenture (filed herewith).
8 Tax opinion of McGuireWoods LLP (filed herewith).
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Company's Current Report on Form 8-K, dated
July 10, 2000 (File No. 001-08489)).
23 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit
8.
