<PAGE>
Prospectus Filed Pursuant Rule 424(b)(2)
Registration No.: 333-36082
[Dominion Direct logo]
Dominion Direct Investment(R)
10,000,000 Shares of Common Stock
(Without Par Value)
Dominion Resources, Inc.
May 8, 2000
<PAGE>
[Dominion Direct logo]
Dated May 8, 2000
Dominion Resources, Inc.
Dominion Direct Investment(R)
A Direct Stock Purchase Plan for Dominion Common Stock
10,000,000 Shares of Common Stock
(Without Par Value)
. Purchase stock without a broker's fee.
. Increase your ownership by reinvesting dividends and making optional
monthly investments.
. Transfer shares at no charge.
. Own shares without holding certificates.
. Sell shares with minimal fees.
The common stock offered in this prospectus has not been approved by the SEC
or any state securities commission, nor have these organizations determined
that this prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference
is an important part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until we sell all of these securities.
. Annual Report on Form 10-K for the year ended December 31, 1999,
. Current Reports on Form 8-K filed January 2, 2000, February 1, 2000 and
March 24, 2000 and
. The description of the Company's common stock contained in Form 8-B
(Item 4) dated April 29, 1983.
You may request a copy of these filings at no cost, by writing, telephoning
or e-mailing us at the following address:
Corporate Secretary
Dominion Resources, Inc.
120 Tredegar Street
Richmond, Virginia 23219
1-804-819-2000
Shareholder [email protected]
1
<PAGE>
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus amendment. We have not
authorized anyone else to provide you with different information. We are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any prospectus amendment is accurate as of any date other than the date on the
front of those documents.
A Summary of Important Plan Features
Any investor who wishes to make an initial purchase of Dominion stock can do
so by completing an Enrollment Form and sending a check or money order to the
Administrator.
Investments:
. New participants must make an initial investment of at least $250; or
you may elect to make monthly installments of $40 or more a month for 12
consecutive months, by either mail or automatic bank withdrawal.
. Current participants or certificate holders may make periodic
investments of $40 or more at any time.
. The maximum quarterly investment is $100,000.
Dividends on all or some of your shares can be reinvested in Dominion
Common Stock. You will receive a confirmation statement for each
transaction. Each statement, except the Year-to-Date Summary, includes
a form that you may use to make additional investments, sell shares or
request certificates.
If you already own Dominion shares and have certificates, you can
deposit them in Dominion Direct Investment for safekeeping.
You pay no fees or brokerage commissions when you buy shares and only
minimal brokerage commission fees when you sell shares. If Dominion is
funding the plan with open market purchases rather than newly issued
shares, then it will pay any commissions for these purchases. The
commissions paid by Dominion will be taxable income to you and reported
as dividends on your 1099-DIV form.
Please read this prospectus carefully. If you are a Dominion shareholder
now--or if you decide to become a shareholder--please keep this prospectus
with your permanent investment records since it contains important information
about Dominion Direct Investment.
Dominion Shareholder Administration is the Administrator of Dominion Direct
Investment. The mailing address, e-mail address and phone numbers are:
Dominion Resources, Inc.
P.O. Box 26532
Richmond, Virginia 23261-6532
[email protected]
1-800-552-4034
1-804-775-2500
Who Can Join
. Current shareholders of Dominion.
. New investors residing in the U.S. who would like to become
shareholders.
. Foreign citizens as long as their participation would not violate any
laws in their home countries.
How To Enroll
. If you hold shares of Dominion in certificate form, fill out the
Enrollment Form and return it to the Administrator along with your
investment of $40 or more.
2
<PAGE>
. If you own shares of Dominion but they are held in the name of a bank or
broker (that is, in "street name"), complete and send to the
Administrator the Enrollment Form along with a check for $250 or more,
or commit to $40 or more a month for 12 consecutive months.
. If your shares are held in "street name" you cannot reinvest dividends
on those shares through Dominion Direct Investment. However, you may
transfer your Dominion "street name" shares to a Dominion Direct
Investment account by instructing your agent to register the shares in
your name.
. If you do not own Dominion stock, or if you are already a participant
and wish to establish a separate account (for example, a joint account
with your spouse, or a custodian account for a minor), fill out the
Enrollment Form and return it to the Administrator. Enclose a check or
money order, in U.S. dollars, for a minimum investment of $250 or commit
to make installment payments of $40 or more for 12 consecutive months.
Investment Requirements
. All investments must be made in U.S. dollars.
. Maximum investment is $100,000 per quarter.
. New participants must make an initial investment of at least $250 or
commit to make monthly installments of $40 or more a month for 12
consecutive months.
. Additional investments must be at least $40 and in the form of a check
or money order made payable to Dominion Resources, Inc.
. Once you enroll in the plan you can authorize the Administrator to debit
your savings or checking account by completing a debit authorization
form.
How Shares Are Purchased
. At Dominion's discretion, shares purchased through Dominion Direct
Investment will be either newly issued or purchased in the open market.
There are no fees to purchase shares. If Dominion is funding the plan
with open market purchases rather than newly issued shares, then it will
pay any commissions for these purchases. The commissions paid by
Dominion will be taxable income to you and reported as dividends on your
1099-DIV form.
. Open market purchases are made by an independent agent selected by the
Administrator.
. Shares will be purchased on the 5th and 20th of each month or the next
business day. Checks must be received two business days prior to a
purchase. Note: Shareholders who send checks or cash drafts that are
returned for insufficient funds will be charged an administrative fee of
$25.
. Reinvested dividends will be used to purchase shares beginning on the
20th of the month or the next business day on which a dividend is paid.
. Due to regulatory requirements, Dominion Direct Investment may be
required to make open market purchases over two or more consecutive
business days.
You will not earn interest on any cash investments. You can get a refund on
any cash investment up to 48 hours prior to the purchase of any shares by
writing to the Administrator.
How Shares Are Priced
The price of shares purchased through Dominion Direct Investment will be
either:
. For newly issued shares--the average of the high and low sales prices as
reported on the New York Stock Exchange Composite Tape and reported in
The Wall Street Journal, or
. For open market purchases--the average cost of all shares purchased on a
particular day or the average cost of all shares purchased over the
course of several days if the purchase cannot be completed in one day.
(Note: Due to regulatory requirements, Dominion Direct Investment may be
required to make open market purchases over two or more consecutive
business days).
You cannot instruct the Administrator to purchase shares at a specific time
or at a specific price under Dominion Direct Investment.
3
<PAGE>
Dividends
Dividends, if declared, are generally paid on the 20th of March, June,
September and December. By completing a dividend authorization you may select
one of the following options:
. Full dividend reinvestment
. Partial dividend reinvestment
. Cash dividends
You can receive a check or have your dividends directly deposited to your
bank account by completing a direct deposit authorization form.
Sales
You can sell some or all of the shares you have accumulated in Dominion
Direct Investment or shares you currently hold in certificate form by
completing and mailing the withdrawal form that is attached to your statement,
along with any certificates. Sign the withdrawal form exactly as the name(s)
appear on your account. Shares are generally sold once a week at the then
current market price. Sale dates can vary or be suspended for up to two weeks
for administrative purposes.
Proceeds you receive will be less a fee that is expected to be no more than
13 cents per share and covers brokers fees and a portion of our administrative
costs of this plan.
When you make a sale request you must specify the number of shares you want
sold not the dollar amount you would like to receive. Your written request
must be received by the Administrator by the close of business on the business
day before a sale date. You may call the Administrator at 1-800-552-4034 for
exact sale dates. You may fax your request to sell shares to the Administrator
at (804) 819-2208. Please follow-up by calling the Administrator at the above
800 number to confirm receipt of your fax.
Note: Cash Drafts are not automatically discontinued when you submit a
request to sell shares. Please notify the Administrator in writing if you wish
to discontinue this service.
The Administrator cannot accept instructions to sell on a specific day or at
a specific price. If you prefer to have more control over the timing and sales
prices, you can request a certificate for your shares and sell them through a
broker of your choosing.
When selling shares, please note that a five (5) share minimum must be
maintained in order to keep your account open. The Administrator reserves the
right to sell, without prior notification, any and all shares that fall below
the five (5) share minimum requirement.
Statements
The Administrator will send you a confirmation statement for each
transaction. Each statement includes a form that you may use to make
additional investments, sell shares, or issue certificates. A Year-to-Date
Summary that details the entire year's transactions is mailed at the end of
each year.
Stock Certificates
To get a stock certificate for any of the shares held in your plan account,
send written instructions to the Administrator. All certificates will be
issued in the account holder's name.
Please note: five shares must remain in your account to keep it open,
otherwise the Administrator reserves the right to sell, without notification,
any and all shares that fall below this five (5) share minimum.
Share Safekeeping
Your stock certificates are valuable and expensive to replace if lost or
stolen. Dominion Direct Investment offers you the convenience of depositing
your certificates for safekeeping.
4
<PAGE>
To deposit your stock certificates into your Dominion Direct Investment
account, send them to the Administrator with a completed and signed letter of
transmittal that can be obtained by calling the Administrator.
Do not endorse the certificate(s)
When mailing certificates, we recommend that you use Registered Mail,
insured for 2% of the market value of the certificates.
Share Transfers
To transfer some or all of your shares to another name, call the
Administrator to request "Transfer Instructions." Signatures must be Medallion
Guaranteed by a financial institution. Once your completed transfer
instructions are received, your request will be processed promptly by the
Administrator. This service is free.
Note: A new Dominion Direct Investment account can only be opened with a
transfer of five shares or more.
Changes to Your Account
To stop reinvesting your dividends, or to stop automatic monthly
investments, send the Administrator written instructions signed exactly as the
name(s) appear on your account.
Please be sure to include your social security number and daytime phone
number on all correspondence.
Closing Accounts
To close your Dominion Direct Investment account, give written notice to the
Administrator or complete and return the withdrawal form attached to your
confirmation statement. Be sure to indicate that automatic cash drafts should
also be discontinued if you use this service to purchase additional shares.
Tax Consequences
All dividends paid to you--whether or not they are reinvested--are
considered taxable income including any brokerage fees we paid for open market
purchases. These fees are not expected to be more than seven cents per share.
The total amount will be reported to you, and to the Internal Revenue Service,
shortly after the end of each year.
Any sale of shares made through the Administrator will also be reported to
the IRS as required by law. Any profit or loss you incur should be reflected
when you file your income tax returns.
Dividends on Dominion Direct Investment shares held for non-resident aliens
or non-U.S. entities are generally subject to withholding taxes. Any dividend
reinvestment will be made net of any withholding taxes.
Be sure to keep your statements for income tax purposes. Special tax issues
may apply to some participants. We urge you to consult your own tax advisor.
You may obtain copies of statements for the previous five years for a fee of
$5 per year. You should submit a written request along with your check.
Voting
Each share of common stock is entitled to one vote in the election of
directors and other matters. Common shareholders are not entitled to
preemptive or cumulative voting rights.
For any shareholder meeting you will receive a proxy that will cover all the
Dominion shares you hold, both in Dominion Direct Investment and in the form
of stock certificates. The proxy allows you to indicate how you want your
shares to be voted. We will vote your shares as you indicate. If you do not
vote your Dominion
5
<PAGE>
Direct Investment shares, the Administrator will vote your shares according to
the recommendation of Dominion's Board.
Stock Splits and Other Distributions
If Dominion declares a stock split or stock dividend, we will credit your
account with the appropriate number of shares on the payment date.
If Dominion decides to distribute shares in book-entry form (rather than
certificates), these shares will be added to your Dominion Direct Investment
account. The Administrator will serve as custodian of your shares. You will be
entitled to all the rights and privileges outlined in this prospectus.
In the event of a stock subscription or other offering of rights to
shareholders, your rights will be based on your total registered holdings (the
shares held in Dominion Direct Investment plus any certificate shares held by
you).
Changes to Dominion Direct Investment
We may add to, modify or terminate Dominion Direct Investment and its
administrative procedures at any time. We will send you written notice of any
significant changes.
Responsibilities of Dominion and the Administrator
Dominion Shareholder Administration will administer Dominion Direct
Investment. The Administrator will respond to inquiries from participants,
maintain records, send statements of accounts, and perform other duties
related to Dominion Direct Investment. In addition, the Administrator will
administer the nominee account of Dominion shares held for the benefit of
Dominion Direct Investment participants and will appoint an independent agent
who will be responsible for purchasing and selling Dominion shares in the open
market.
Dominion believes its serving as Administrator to Dominion Direct Investment
rather than a registered broker-dealer or federally insured bank poses no
material risk to any participating investor.
You should recognize that neither Dominion nor the Administrator can assure
a profit or protect against a loss on Dominion common stock purchased under
Dominion Direct Investment. The continuation of Dominion Direct Investment by
Dominion does not constitute an assurance with respect to either the value of
Dominion common stock or whether Dominion will continue to pay dividends on
its common stock or at what rate.
In acting under the terms and conditions of Dominion Direct Investment as
described in this prospectus, neither Dominion nor any of its agents or
subsidiaries shall be liable with respect to the price at which Dominion
common stock is purchased for your account or with respect to any fluctuation
in the market value before or after the purchase of Dominion common stock.
Governing Law
The laws of the Commonwealth of Virginia govern the terms and conditions of
Dominion Direct Investment.
Use of Proceeds
The proceeds from the sale by Dominion of newly issued common shares offered
by Dominion Direct Investment will be added to the general corporate funds of
Dominion and will be used to meet its capital requirements and the capital
requirements of its subsidiaries.
Experts
The financial statements incorporated in this prospectus by reference from
Dominion's Annual Report on Form 10-K for the year ended December 31, 1999
have been audited by Deloitte & Touche LLP, independent
6
<PAGE>
auditors, as stated in their report which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
Legal Matters
Mr. James F. Stutts, Esq., Vice President and General Counsel of Dominion,
has passed upon the legality of the securities being offered pursuant to
Dominion Direct Investment.
Limitations of Liability and Indemnification Under the Securities Act
Neither Dominion nor the Administrator will be liable for any act, or for
any failure to act, as long as they have made good faith efforts to carry out
the terms of Dominion Direct Investment as described in this prospectus and on
the forms that accompany each investment or activity. The SEC believes that
this liability limitation does not cover violations of federal securities
laws.
We indemnify our officers and directors to the fullest extent permitted
under Virginia law against all liabilities incurred in connection with their
service to us. The SEC believes that indemnification of officers and directors
for liabilities arising under the Securities Act of 1933 is against public
policy and unenforceable.
7
<PAGE>
[Dominion logo]
Ticker Symbol (NYSE)
D
E-mail inquiries
[email protected]
Website address
www.domres.com
Dominion Resources, Inc.
P.O. Box 26532
Richmond, Virginia 23261-6532
1-800-552-4034
1-804-775-2500
Fax number
1-804-819-2208
