<PAGE> 1
File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
By
DOMINION RESOURCES, INC.
120 Tredegar Street
Richmond, Virginia 23219
and its subsidiary companies:
VIRGINIA ELECTRIC AND POWER COMPANY
DOMINION ENERGY, INC.
CONSOLIDATED NATURAL GAS COMPANY
AND
VARIOUS SUBSIDIARIES OF VIRGINIA ELECTRIC AND POWER COMPANY,
DOMINION ENERGY, INC. AND CONSOLIDATED NATURAL GAS COMPANY
AS LISTED ON APPENDIX A
Dominion Resources, Inc., a registered
holding company, is the parent of the other parties
Names and addresses of agents for service:
JAMES F. STUTTS, Vice President
and General Counsel
Dominion Resources, Inc.
120 Tredegar Street
Richmond, Virginia 23219
N. F. CHANDLER, Managing Counsel
Consolidated Natural Gas Service Company, Inc.
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
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TABLE OF CONTENTS
Item 1. Description of Proposed Transaction....................... 3
INTRODUCTION..................................................... 3
GENERAL DESCRIPTION OF PROPOSED AUTHORIZATIONS................... 4
NONUTILITY BUSINESSES............................................ 6
A. Current Nonutility Businesses in the Dominion System....... 6
B. Products and Services Could Be Offered by any
Nonutility Company in the Dominion System.................. 6
1. Products and Services Offered by CNG Products
and Services, Inc...................................... 7
2. Products and Services Authorized for Other
Registered Systems..................................... 9
3. New Products and Services.............................. 11
C. Relationship between Products and Services and Rule 58..... 12
D. Real Estate Activities..................................... 13
RESTRUCTURING OF NONUTILITY BUSINESSES........................... 15
FINANCING........................................................ 17
RULE 53 SATISFIED................................................ 18
RULE 24 CERTIFICATES............................................. 19
Item 2. Fees, Commissions and Expenses ........................... 20
Item 3. Applicable Statutory Provisions .......................... 21
Item 4. Regulatory Approval ...................................... 22
Item 5. Procedure ................................................ 22
Item 6. Exhibits and Financial Statements ........................ 23
Item 7. Information as to Environmental Effects .................. 23
APPENDIX A......................................................... 25
<PAGE> 3 File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
Item 1. Description of Proposed Transaction
___________________________________
INTRODUCTION
Dominion Resources, Inc. ("Dominion") is a Virginia corporation and a
public utility holding company registered as such under the Public Utility
Holding Company Act of 1935 ("Act"). It is engaged in the business of owning
and holding outstanding securities of its subsidiaries. These subsidiary
companies are engaged in the energy business, principally in retail
electricity and natural gas sales, electric and gas distribution, wholesale
natural gas and electricity sales, interstate gas transportation, natural gas
exploration and production activities, and electric generation.
The principal subsidiaries of Dominion are Virginia Electric and Power
Company ("Virginia Power"), a regulated public utility engaged in the
generating, transmission, distribution and sale of electric energy in
Virginia and northeastern North Carolina, and Consolidated Natural Gas
Company ("CNG"), a producer, transporter and retail marketer of natural gas
serving customers in Pennsylvania, Ohio, Virginia, New York and other cities
focused in the Northeast and Mid-Atlantic regions of the United States.
Other major subsidiaries of Dominion are Dominion Energy, Inc. ("DEI"), its
independent power and natural gas subsidiary, and Dominion Capital, Inc.(1),
_______________
(1) Dominion is required to dispose of Dominion Capital, Inc. ("DCI")
pursuant to the Merger Order as defined further herein. Dominion in
preparing to sell DCI may cause nonutility components of DCI to be combined
or separated. Such activities are deemed part of the disposition process and
accordingly covered by the December 15, 1999 order. Thus DCI is not a party
to this proceeding.
<PAGE> 4
its diversified financial services company. Dominion and all of
its subsidiaries which are applicants in this Application, or which may be
formed by Dominion and its subsidiaries to engage in nonutility businesses in
the future, are referred to herein as the "Dominion System."
On January 28, 2000, Consolidated Natural Gas Company ("Old CNG"), a
registered holding company under the Act, was merged (the "Merger") into CNG,
a wholly-owned subsidiary of Dominion at that time called "New DRI Sub II",
pursuant to the authorization in order of the Securities and Exchange
Commission ("Commission") dated December 15, 1999, HCAR No. 27113, SEC File
No. 70-9477 ("Merger Order"). CNG, the surviving corporation in the Merger,
was renamed "Consolidated Natural Gas Company". Dominion became a registered
holding company under the Act following the Merger.
CNG, pursuant to the Merger, succeeded to all the assets, liabilities
and equity of Old CNG. Commission order dated December 15, 1999, HCAR No.
27112, SEC File No. 70-9517, authorized various financings of Dominion and
its subsidiaries for the period from the closing date of the Merger through
January 28, 2003.
GENERAL DESCRIPTION OF PROPOSED AUTHORIZATIONS
A continuing comparison of the authorizations granted in the above
Commission orders with Dominion's plans for combining and reorganizing parts
of the Dominion System as a result of the Merger, and the desire of Dominion
to further streamline its business practices in the near and intermediate
<PAGE> 5
future, has led to the conclusion that some additional authorizations under
the Act are needed. It is the purpose of this application-declaration
("Application") to obtain authorization, through June 30, 2005, (i) to engage
in enumerated nonutility business activities, many of which are energy-
related but not covered by Rule 58, (ii) to engage in such activities in
nonutility companies anywhere in the Dominion System, including newly formed
companies, and (iii) to restructure nonutility business components anywhere
within the Dominion System, without the need for any additional prior
Commission order.
This Application seeks to combine into one omnibus-type authorization
the many earlier authorizations granted by the Commission to various
registered holding company systems with respect to the above matters, while
at the same time allowing maximum business flexibility as to the location of
nonutility activities within the Dominion System. Such would allow the
companies in the Dominion System to conduct their business in a more
expeditious manner with minimum regulatory cost and delay attributable to
being a registered holding company system under the Act. This is important
to Dominion as it must compete in many major areas of its business with
large, well-financed companies which either are not subject to the
jurisdiction of the Act or, if so subject, have earlier obtained similar
authorizations under the Act. Such competitors do not have the regulatory
hurdles Dominion now has, particularly in terms of the cost and time needed
to obtain further individual authorizations under the Act to engage in
energy-related nonutility businesses.
<PAGE> 6
In addition, The Division of Investment Management in its June 1995
study entitled "The Regulation of Public-Utility Holding Companies,"
recommended that the Commission seek to streamline regulation.
Implementation of the proposals made herein would eliminate the need for
subsequent filings which, while largely a matter of form, would represent
additional demands on the Commission's resources.
NONUTILITY BUSINESSES
A. Current Nonutility Businesses in the Dominion System
The Merger Order states that the Commission has examined the various
nonutility interests of Dominion and found that all of Dominion's nonutility
interests, except Dominion Capital, Inc., meet the statutory requirements for
ownership. The Merger Order further notes that all of CNG's nonutility
subsidiaries comply with Section 11(b) of the Act, and Dominion may acquire
and retain these interests. A table showing the companies in the Dominion
System that are now engaged in nonutility activities, together with a
description of type of nonutility business in which they engage, is set forth
in Dominion's response to Item 4 of its registration statement on Form U5B
filed with the Commission on April 27, 2000(2)
______________
(2) The list is incorporated by reference. The only companies listed in the
Form U5B which are engaged in utility businesses and are thus not
nonutility companies are Dominion's five utility companies: Virginia
Electric and Power Company, The East Ohio Gas Company, The Peoples
Natural Gas Company, Hope Gas, Inc. and Virginia Natural Gas, Inc.
<PAGE> 7
B. Products and Services Could Be Offered By Any Nonutility
Company in the Dominion System
Request is made for authorization for any nonutility company in the
Dominion System to engage in offering and selling to nonaffiliates the types
of products and services which the Commission has previously authorized under
the Act or for which authorization is sought herein. These products and
services would for the most part be offered to nonaffiliated utilities and
utility customers including customers of utility companies in the Dominion
System.
Dominion will not seek recovery through higher rates to customers of
the utility subsidiaries to compensate it for any losses or inadequate
returns it may sustain from the proposed sale of products and services. No
associate company will engage in any of the proposed activities if the effect
would be to cause such company to become a public utility company within the
meaning of the Act.
1. Products and Services Offered by CNG Products and Services, Inc.
CNG Products and Services, Inc., ("CNGPS") a wholly-owned subsidiary of
CNG, is already authorized under two earlier Commission orders in the
proceeding under File No. 70-8577 to offer a variety of products and
services. CNGPS would continue to offer these products and services under an
order granted in this proceeding, and request is made for authority
<PAGE> 8
for other nonutility companies in the Dominion System to also offer such
products and services. The products and services currently authorized for
CNGPS are as follows.
CNGPS was authorized to offer and sell the following products and
services by Commission order dated August 28, 1995, HCAR No. 26363:
Repair of customer gas service lines
Extended appliance service warranty
Bill payment protection
Routine furnace inspection and repair
Annual inspection, maintenance or replacement of any
appliance
Centralized bill payment center
Energy audits for institutional customers with turn-key
service package
Propane services in areas where natural gas is not
available
Installation of gas-fired turbines for on-site electric
generation
Pipeline maintenance, construction and managerial support
for others
<PAGE> 9
CNGPS was authorized to offer and sell additional products and services
by Commission order dated August 27, 1997, HCAR No. 26363, as follows:
Sale and installation of (i) energy-related equipment,
including appliances, and (ii) products to promote safe
energy use, energy monitoring devices, demand-side
management devices, and other similar devices
Safety inspection and repair services to detect and correct
problems such as carbon monoxide leaks and faulty wiring
Enhanced electronic measurement and billing services, such
as the ability to use a phone or a computer to determine
an energy bill, or the ability to monitor energy
consumption, prices or fuel-switching opportunities
Bill insert and automated meter-reading consulting services
Expanded service line maintenance program covering any type
of gas or electric service line, wire or pipe owned by a
customer
Financing, or brokering of third-party financing for,
customers to facilitate purchases of energy-related
equipment
Products and services incidental to those authorized in the
proceedings at File No. 70-8577
The two orders CNGPS received now expire January 28, 2003.
2. Products and Services Authorized for Other Registered Systems
The Commission has authorized a variety of energy-related nonutility
products and services to be offered by registered systems other than Dominion
under the Act. Request is made for any nonutility company in the Dominion
System to also offer these products and services.
<PAGE> 10
The following table shows the specific types of products and services
authorized for non-Dominion systems that would be offered pursuant to this
proceeding, the release number and date of the Commission order authorizing
the product or service, and the non-Dominion registered holding company
system receiving the order.
Products or Services
HCAR
Number
Date of
Order
Recipient
Energy management and demand side
management services; equity investments in
energy efficiency and conservation assets;
customer financing through the form of
capitalized leases, operating leases, tax
exempt financing, promissory notes, or
conditional sales contracts
26221
1/25/95
The
Southern
Company
Meter reading, billing and collecting
services provided to nonsystem electric,
gas water and other nonsystem utilities
26639
1/2/97
Appalachian
Power
Company, et
al.
Leasing of electric substations to
industrial customers who obtain power from
a system electric utility company
26748
8/1/97
New Century
Energies,
Inc.
Providing of railcar services from system
facilities used to service system
railcars.
26748
8/1/97
New Century
Energies,
Inc.
Providing of relay testing services for
customers, leasing or selling of surge
protection equipment as well as
installing, owning and operating
photovoltaic cells and commercializing
other electrotechnologies
26748
8/1/97
New Century
Energies,
Inc.
<PAGE> 11
Products or Services
HCAR
Number
Date of
Order
Recipient
Services involving the marketing, sale,
installation, operation and maintenance of
various products and services related to
both the business of energy management and
of demand-side management, including:
energy and efficiency audits; facility
design and process control and
enhancements; construction, installation,
monitoring and evaluation of energy
conservation programs; development and
review of architectural, structural and
engineering drawings for energy
efficiencies, design and specification of
energy consuming equipment
26868
5/6/98
Columbia
Energy
Group
Customer appreciation programs, including
prepaid phone cards or affinity credit
cards to promote customer good will
26868
5/6/98
Columbia
Energy
Group
Performance contracting services aimed at
assisting customers in realizing energy
and other resource efficiency goals.(3)
26868
5/6/98
Columbia
Energy
Group
Consulting services with respect to
energy-and gas-related matters, including
technology assessments, power factor
correction and harmonic mitigation
analysis, meter reading and repair, rate
schedule design and analysis,
environmental services, billing services,
information systems/data processing,
system planning, strategic planning,
finance, feasibility studies, and other or
similar or related services
26868
5/6/98
Columbia
Energy
Group
3. New Products and Services
In addition to the above products and services, Dominion seeks
authority to offer products and services not previously authorized for CNGPS
or other registered systems. These additional products and services also
evolve out of the businesses currently being conducted by the Dominion
<PAGE> 12
System, and can be regarded as a logical extension of the types of nonutility
products and services previously authorized by the Commission(3). These
previously unauthorized products and services are as follows.
Whole house surge protection
Sale, leasing, installation and warranties concerning back-up and
portable generators and transfer switches
Automatic outage notifications
Substation construction, leasing and maintenance
Coal procurement and use of coalcar leases to deliver coal for system
utilities and for unrelated third parties
Consulting and management services with respect to nuclear plants,
power and natural gas transmission and distribution, and engineering
relating to the foregoing
Installing, repairing and maintaining underground pipelines used in
gas and water distribution systems
Utility locating and marking services
Any products and services that are similar, incidental or related to
those listed in this Application.
C. Relationship Between Products and Services and Rule 58
Rule 58 was adopted by the Commission in an order dated February 14,
1997, HCAR No. 26667, pursuant to the authority granted in Section 9(c)(3)
of the Act. Rule 58 exempts from Section 9(a) of the Act investments in
certain nonutility companies. A registered holding company, or a subsidiary
thereof, can acquire the securities of an energy-related company as defined
in the rule. After giving effect to any such acquisition, the aggregate
investment by companies in the registered system in Rule 58 energy-related
companies cannot exceed the greater of (i) $50 million or (ii) 15% of the
consolidated capitalization of the registered holding company. An energy-
______________
(3) The "new" products and services are also deemed to be energy-related.
<PAGE> 13
related company is one which derives substantially all of its revenues from
one or more of 10 types of energy related activities as set forth in the
rule.
Request is made for authorization to engage in the businesses described
above because either such activities (i) are not one of the 10 categories
listed in Rule 58 for an energy-related company under the rule, or (ii) the
optimum location for a business is in an entity which cannot qualify as a
Rule 58 company because a substantial portion of its revenues come from
activities other than Rule 58 ones. It may be desirable to combine into one
unit several related businesses, only one or more of which may entail Rule 58
activities, for ease and lower cost of administration. If investment is to
be made in a business unit which will engage only in Rule 58 activities, such
investment will be made pursuant to Rule 58.
D. Real Estate Activities
From time to time various companies in the Dominion System my determine
that real estate which they own and which is not in rate base is not being
used as profitably as it could. In order to derive further value from such
real estate, authority is requested for the owner of such real estate to
lease, sell or otherwise market its excess or unwanted real estate and to
facilitate the exploitation of resources contained on or in real estate.
<PAGE> 14
Request is further made to either designate an already existing
nonutility company or to form one or more new companies to centralize the
real estate activities of the Dominion System. Such a company ("RealCo") may
act as agent for Dominion System companies, manage the real estate portfolio
of Dominion and its associate companies, market excess or unwanted real
estate and facilitate the exploitation of resources on or in system real
estate. The net proceeds realized from any sale or from exploitation of
resources thereon will be credited to the company that owns the subject
asset. Services performed for associate companies by RealCo will be provided
at cost in compliance with Rules 90 and 91. A Dominion company, including a
RealCo, will not acquire any real estate in connection with it's activities
under an authorization granted pursuant to this Application.
An authorization to manage real estate similar to the one request in
this proceeding was granted to Allegheny Power System, Inc. by supplemental
Commission order dated October 27, 1995, HCAR No. 26401, File No. 70-8411.
<PAGE> 15
RESTRUCTURING OF NONUTILITY BUSINESSES
Dominion requests authority, from time to time, to restructure its
nonutility interests as may be appropriate to enable the Dominion System to
effectively engage in its authorized nonutility activities. Such
restructuring may involve the formation of new subsidiaries and the
reincorporation of existing subsidiaries in a different state. A
reincorporation could occur by merging an existing subsidiary with a
successor incorporated in the desired state.
For the most part, the Commission has heretofore granted nonutility
authority on a subsidiary-specific basis. For administrative, cost-tracking
or other reasons, Dominion may wish to restructure its nonutility operations
from time to time. Such restructuring could include the consolidation of
subsidiaries engaged in similar businesses under a subsidiary holding
company, the spin-off of a portion of an existing business to another
nonutility subsidiary, or simply the reincorporation of an existing company
in a different state. The restructuring could also occur through the
transfer of nonutility assets from one Dominion subsidiary to another,
particularly when the two subsidiaries are in the same type of business.
Thus oil and gas wells and leases might be transferred from Dominion
Reserves, Inc. to Dominion Exploration & Production, Inc. to consolidate like
assets in one company. These transactions would have no impact on public
shareholders or on Dominion System public-utility companies or their
<PAGE> 16
ratepayers, but would otherwise still require individual Commission review
and the issuance of an order. It would not appear to matter, from the
standpoint of the Act, how various activities are allocated among Dominion's
nonutility subsidiaries.
At present, Dominion has express authority(4) to continue its authorized
nonutility activities through already established subsidiaries and may have
authority to establish additional subsidiaries to engage in such activities,
but it lacks authority with respect to others. While Rule 58 obviates this
problem with respect to companies permitted to be formed thereunder, Dominion
seeks the ability to form new subsidiaries as needed to allow the Dominion
System to engage effectively in its authorized nonutility activities, without
the need to apply for or receive additional Commission approval. These
direct or indirect subsidiaries might be corporations, partnerships, limited
liability companies or other entities in which Dominion, directly or
indirectly, might have a 100% interest, a majority equity or debt position,
or a minority debt or equity position. A similar authorization was granted
to CNG by order dated January 15, 1997, HCAR No. 26647, and to National Fuel
Gas Company by order dated February 12, 1997, HCAR No. 2666. These
subsidiaries would engage only in businesses to the extent the
_______________
(4) See HCAR No. 27112, December 15, 1999.
<PAGE> 17
Dominion System is authorized, whether by statue, rule, regulation or order.
Dominion does not seek to acquire an interest in any nonassociate company as
part of the authority requested in this proceeding.
The Commission has previously authorized somewhat similar
reorganizations on a discrete basis to CNG by order dated April 22, 1996,
HCAR No. 26509, File No. 70-8703, and to Cinergy Corporation by order dated
March 1, 1999, HCAR No. 26984, File No. 70-9123. The Commission has granted
authority to Columbia Energy Group to restructure nonutility interests in a
manner as requested herein by order dated November 5, 1999, HCAR No. 27099,
File No. 70-9491.
FINANCING
Dominion will obtain funds for initial and subsequent investments in
new subsidiaries that may be formed pursuant to the authorizations granted in
this proceeding from internally generated funds and/or the proceeds of
otherwise authorized financing transactions. Should Dominion provide funds
to its new subsidiaries which are then applied to (i) investments in Rule 58
companies, the amount of such funds will be included in Dominion's "aggregate
investment" as calculated pursuant to Rule 58, or (ii) investments in
authorized companies, such investments will conform to applicable rules
<PAGE> 18
under the Act, including Rule 52 and 45(b)(4), and applicable terms and
conditions of any relevant Commission orders.
RULE 53 SATISFIED
Rule 54 promulgated under the Act states that in determining whether to
approve the issue or sale of a security by a registered holding company for
purposes other than the acquisition of an exempt wholesale generator ("EWG")
or a foreign utility company ("FUCO") (as defined in Sections 32 and 33 of
the Act, respectively), or other transactions by such registered holding
company or its subsidiaries other than with respect to EWGs or FUCOs, the
Commission shall not consider the effect of the capitalization or earnings of
any subsidiary which is an EWG or a FUCO upon the registered holding company
system if Rules 53(a), (b) or (c) are satisfied. Dominion believes that Rule
53(a), (b) and (c) are satisfied in its case as follows.
As a result of Dominion using purchase accounting in its acquisition of
CNG, the outstanding balance of the retained earnings account of CNG,
$1,597,687,000, as of January 28, 2000(the date of the Merger) was
transferred to the capital stock account of CNG. Thus CNG's $1,545,664,000
in retained earnings as of December 31, 1999 is substantially emobdied in the
$2,391,888,000 in common stock as of March 31, 2000. It is Dominion's
position that for purposes of itself or CNG meeting the fifty percent of
consolidated retained earnings test, the respective consolidated retained
earnings accounts of Dominion and CNG be
<PAGE> 19
adjusted by adding to each the $1,597,687,000, as further adjusted by changes
to CNG's retained earnings account since January 28, 2000. Dominion and CNG
should not be denied the use of Rule 53 due to a technical accounting
adjustment which does not change in any way the capital or financial strength
of the companies. Based on such calculations, fifty percent of Dominion's
retained earnings as of March 31, 2000 would be approximately $1.379 billion;
Dominion's aggregate investment (as defined in Rule 53(a)(l)(i)) in EWGs and
FUCOs as of March 31, 2000 was approximately $1.273 billion(5), thereby
satisfying Rule 53(a)(l).
Dominion and its subsidiaries maintain books and records to identify
the investments in and earnings from its EWGs and FUCOs in which they
directly or indirectly hold an interest, thereby satisfying Rule 53(a)(2).
In addition, the books and records of each such entity are kept in conformity
with United States generally accepted accounting principles ("GAAP"), the
financial statements are prepared according to GAAP, and Dominion undertakes
to provide the SEC access to such books and records and financial statements
as it may request. Less than 2% of the employees of Dominion's domestic
public-utility companies render services, directly or indirectly, to the
EWGs or FUCOs in the Dominion System, thereby satisfying Rule 53(a)(3).
_______________
(5) The calculation is as follows:
Investment in EWGs $ 960.9 million
Investments in FUCOs 311.7 million
________________
Total EWGs and FUCOs $1,272.6 million
================
<PAGE> 20
Copies of filings under the Act have been sent to the state regulators
pursuant to Rule 53(2)(4). None of the conditions described in Rule 53(b)
exist with respect to Dominion, thereby satisfying Rule 53(b) and making Rule
53(c) inapplicable.
RULE 24 CERTIFICATES
It is also requested that Rule 24 Certificates of Notification be filed
by Dominion within 60 days after the end of each quarterly calendar period to
report to the Commission with respect to transactions authorized pursuant to
this filing. Such certificates shall contain the following information for
the quarter:
1. A general description of new companies, or divisions of existing
companies, formed under the authorizations granted herein and the
nonutility businesses in which they will be engaged.
2. A description of any restructuring of nonutility components in
the Dominion System pursuant to the authorizations granted herein
if not covered in the report under 1. above.
3. A balance sheet and income statement for a company or division
engaged in offering and selling products and services pursuant to
authorization granted in this proceeding if the annual revenues
of such company or division exceeds $10 million or its annual net
income or loss exceeds $2 million.
<PAGE> 20
The above information may be reported as a separate section in the
quarterly Rule 24 Certificates of Notification filed by Dominion under File
No. 70-9517.
Item 2. Fees, Commissions and Expenses
______________________________
It is estimated that the fees, commissions and expenses ascertainable
at this time to be incurred by Dominion System companies in connection with
the herein proposed transaction will not exceed $25,000, consisting of
$20,000 payable to Dominion Resources Services, Inc. or Consolidated Natural
Gas Service Company, Inc. ("Service Companies") for services on a cost basis
(including regularly employed counsel) for the preparation of this
application-declaration and other documents, and $5,000 for miscellaneous
other expenses.
<PAGE> 21
Item 3. Applicable Statutory Provisions
_______________________________
The proposed transactions concerning nonutility activities within the
Dominion System is subject to the following sections and rules under the Act.
Sections 6(a) and 7
Issuance of securities in connection
with the organization of new
companies or the transfer of
securities in connection with entry
into products and services, realty
and restructuring activities
Sections 9(a) and 10
Acquisition of securities of a newly
organized or existing Dominion
subsidiary connection with entry into
products and services, realty and
restructuring activities
Section 12(c)
Acquisition, retirement and
redemptions of securities of Dominion
subsidiaries in connection with entry
into products and services, realty
and restructuring activities
Rules 42, 43 and 45
Acquisitions, retirements, and
redemptions of securities by the
issuer, sales of securities to
associate companies, and capital
contributions to associates
connection with entry into products
and services, realty and
restructuring activities
Rules 52 and 58
Intrasystem financing of nonutility
associates and the formation of
certain new nonutility subsidiaries
in connection with entry into
products and services, realty and
restructuring activities
If the Commission considers the proposed future transactions to require
any authorization, approval or exemption, under any section of the Act for
Rule or Regulation other than those cited herein above, such authorization,
approval or exemption is hereby requested.
<PAGE> 22
Item 4. Regulatory Approval
___________________
The authorizations sought herein is not subject to the jurisdiction of
any State or Federal Commission (other than the Commission), except that
moving of nonutility operations out from under a Dominion utility-company may
require prior state utility commission approval. Request is made for
retention of jurisdiction over a transaction requiring such state commission
approval pending completion of the record.
Item 5. Procedure
_________
Given the pressing competitive conditions, it is hereby requested that
the Commission issue its order with respect to the transaction proposed
herein as soon as possible, but in any event on or before September 1, 2000.
It is submitted that a recommended decision by a hearing or other
responsible officer of the Commission is not needed with respect to the
proposed transactions. The office of the Division of Investment Management -
Office of Public Utility Regulation may assist in the preparation of the
Commission's decision. There should be no waiting period between the
issuance of the Commission's order and the date on which it is to become
effective.
<PAGE> 23
Item 6. Exhibits and Financial Statements
_________________________________
The following exhibits and financial statements are made a part of this
statement:
(a) Exhibits
F Opinion of counsel.
(To be filed by amendment)
O Draft of Notice.
(b) Financial Statements
Financial statements are deemed unnecessary with respect to the
authorizations herein sought due to the nature of the matter proposed.
However, Dominion will furnish any financial information that the Commission
shall request.
Item 7. Information as to Environmental Effects
_______________________________________
The proposed financing transactions do not involve major federal action
having a significant effect on the human environment.
No federal agency has prepared or is preparing an environmental
impact statement with respect to the proposed transaction.
<PAGE> 24
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this statement to be
signed on their behalf by the undersigned thereunto duly authorized.
DOMINION RESOURCES, INC.
By James F. Stutts
Vice President and
General Counsel
VIRGINIA ELECTRIC AND POWER COMPANY
DOMINION ENERGY, INC.
CONSOLIDATED NATURAL GAS COMPANY
SUBSIDIARIES OF VIRGINIA ELECTRIC AND POWER
COMPANY, DOMINION RESOURCES, INC., AND
CONSOLIDATED NATURAL GAS COMPANY
LISTED ON APPENDIX A
By N. F. Chandler
Their Attorney
Date: May 17, 2000
<PAGE> 25
APPENDIX A
DIRECT OR INDIRECT NONUTILITY SUBSIDIARIES OF
VIRGINIA ELECTRIC POWER COMPANY,
DOMINION ENERGY, INC., DOMINION CAPITAL, INC. AND
CONSOLIDATED NATURAL GAS COMPANY
WHICH ARE CO-APPLICANTS IN THIS PROCEEDING
Subsidiaries of Virginia Electric Power Company:
Virginia Power Fuel Corporation
VPS Communications, Inc.
Virginia Power Services, Inc.
Evantage, Inc.
VP Property, Inc.
Virginia Power Energy Marketing, Inc.
Virginia Power Services Energy Corp., Inc.
Virginia Power Nuclear Services Company
Subsidiaries of Dominion Energy, Inc.:
DEI Canada Holding Company Inc.
Dominion Energy Canada, Ltd.
Dominion Black Warrior Basin, Inc.
Dominion Elwood, Inc.
Dominion Elwood Marketing, Inc.
Dominion Energy Construction Company
Dominion Kincaid, Inc.
Dominion Reserves, Inc.
Dominion Reserves-Utah, Inc.
Dominion Storage, Inc.
Luz Solar Partners Ltd., VII L.P.
Niton US, Inc.
Carthage Energy Services, Inc.
Phoenix Dominion Energy, LLC
Various special purpose subsidiaries of the above
Subsidiaries of Consolidated Natural Gas Company:
The East Ohio Gas Company
The Peoples Natural Gas Company
Hope Gas, Inc.
Dominion Transmission, Inc. (formerly called CNG transmisson Corporation)
Dominion Field Services, Inc.
Dominion Exploration & Production, Inc. (formerly called CNG Producing
Company
CNG Pipeline Company
CNG Iroquois, Inc.
CNG Power Services Corporation
CNG Main Pass Gas Gathering Corporation
CNG Oil Gathering Corporation
CNG Power Company
CNG Market Center Services, Inc.
<PAGE> 26
Subsidiaries of Consolidated Natural Gas Company (continued):
CNG Products and Services, Inc.
CNG Retail Services Corporation
CNG International Corporation
Various special purpose subsidiaires of the above
<PAGE> 1
EXHIBIT O
(Proposed Notice Pursuant to Rule 22f)
(Release No. 35- )
FILINGS UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ("ACT")
May , 2000
Notice is hereby given that the following filing(s) has/have been made with
the Commission pursuant to provisions of the Act and rules promulgated
thereunder. All interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed transaction(s)
summarized below. The application(s) and/or declaration(s) and any
amendments thereto is/are available for public inspection through the
Commission's Office of Public Reference. Interested persons wishing to
comment or request a hearing on the application(s) and/or declaration(s)
should submit their views in writing by June , 2000 to the Secretary,
Securities and Exchange Commission, Washington, DC 20549, and serve a copy
on the relevant applicant(s) and/or declarant(s) at the address(es) specified
below. Proof of service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request. Any request for hearing shall
identify specifically the issues of fact or law that are disputed. A person
who so requests will be notified of any hearing, if ordered, and will receive
a copy of any notice or order issued in the matter. After said date, the
application(s) and/or declaration(s), as filed or as amended, may be granted
and/or permitted to become effective.
<PAGE> 2
Dominion Resources, Inc., et al. (70- )
__________________________________________________
Dominion Resources, Inc. ("Dominion"), 120 Tredegar Street, Richmond,
Virginia 23219, a registered holding company; and its wholly-owned
subsidiaries; Virginia Electric Power Company, 701 East Carey Street,
Richmond, Virginia 23219-3932; Dominion Energy, Inc. 120 Tredegar Street,
Richmond, Virginia 23219; Consolidated Natural Gas Company, 120 Tredegar
Street, Richmond, Virginia 23219; and various subsidiaries of the three
foregoing companies as listed on Appendix A to the filing, have filed an
application-declaration under Sections 6(a), 7, 9(a), 10 and 12(c) of the Act
and Rules 42, 43 and 45 thereunder.
The applicants request authorization, through June 30, 2005, (i) to
engage in enumerated nonutility business activities, many of which are
energy-related but not covered by Rule 58, (ii) to engage in such activities
in nonutility companies anywhere in the Dominion System, including newly
formed companies, and (iii) to restructure nonutility business components
anywhere within the Dominion System, without the need for any additional
prior Commission order.
____________________________
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Jonathan G. Katz
Secretary
