<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. 2 TO FORM 10-K
The undersigned registrant hereby amends the exhibits to its 1999 Annual Report
on Form 10-K to include the fiscal year ended June 30, 2000 Annual Reports of
Employee Stock Purchase Plans for (1) System Thrift Plan of Consolidated Natural
Gas Company and its participating subsidiaries for Employees who are not
Represented by a Recognized Union, (2) Thrift Plan of Consolidated Natural Gas
Company, Inc. for Employees of the Computer Operations Department, Represented
by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO, (3) Thrift Plan of
CNG Transmission Corporation and Hope Gas, Inc. for Employees Represented by the
United Gas Workers Union, Local NO. 69 - Division II, SEIU, AFL-CIO, (4) Thrift
Plan of the East Ohio Gas Company for Employees Represented by the Natural Gas
Workers Union, Local 555, SEIU, AFL-CIO, (5) Thrift Plan of Peoples Natural Gas
Company for Employees Represented by the United Gas Workers Union, Local 69 -
Division I, SEIU, AFL-CIO, (6) Thrift Plan of the River Gas Division of the East
Ohio Gas Company for Employees Represented by the United Gas Workers Union,
Local 69, Division II, SEIU, AFL-CIO, (7) Thrift Plan of the West Ohio Gas
Division of the East Ohio Gas Company for Employees Represented by Local Union
No. 308, the Utility Workers Union of America, AFL-CIO, (8) Thrift Plan of the
West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by
Local Union No. 308-C, the Utility Workers Union of America, AFL-CIO, (9)
Virginia Natural Gas, Inc. Employee Savings Plan, and (10) the Virginia Natural
Gas, Inc. Hourly 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/ Steven A. Rogers
----------------
Steven A. Rogers
Vice President and
Principal Accounting Officer
Date: December 27, 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 June 30, 2000.
or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
_____
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-95795
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS
PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED BY A
RECOGNIZED UNION
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
1
<PAGE>
SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS
PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT
REPRESENTED BY A RECOGNIZED UNION
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended June 30, 2000 5
Notes to Financial Statements 6 - 13
Supplemental Schedules as of and for the Year Ended June 30, 2000:
Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 14
Schedule H, Item 4(j): Schedule of Reportable Transactions 15
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the System Thrift Plan of Consolidated
Natural Gas Company and its Participating Subsidiaries for Employees who are
not Represented by a Recognized Union
We have audited the accompanying statement of net assets available for benefits
of the System Thrift Plan of Consolidated Natural Gas Company and its
Participating Subsidiaries for Employees who are not Represented by a Recognized
Union (the Plan) as of June 30, 2000 and the related statement of changes in net
assets available for benefits for the year ended June 30, 2000. 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 audit. The
financial statements of the Plan as of June 30, 1999 were audited by other
auditors whose report, dated April 7, 2000 expressed an unqualified opinion on
those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 as of June 30, 2000,
and the changes in net assets available for benefits for the year ended June 30,
2000 in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose 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 2000 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
December 20, 2000
3
<PAGE>
SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY
AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE
NOT REPRESENTED BY A RECOGNIZED UNION
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30,
2000 1999
<S> <C> <C>
Assets:
Investments (Notes 2 and 3):
Temporary investments $ - $ 195,251
Corporate stock, common 100,776,273 -
Interest in Master Trust 301,485,099 442,593,468
Loans to participants 3,533,176 3,965,363
Common/Collective Trusts 45,214,588 31,988,891
Mutual Funds 100,484,972 83,532,893
------------ ------------
Total investments 551,494,108 562,275,866
------------ ------------
Receivables:
Securities sold 320,968 -
Other 23,284 -
Contributions receivable 402,641 -
------------ ------------
Total receivables 746,893 -
------------ ------------
Total Assets 552,241,001 562,275,866
------------ ------------
Liabilities:
Accrued administrative expenses 1,025,374 -
------------ ------------
Net Assets Available for Benefits $551,215,627 $562,275,866
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY
AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE
NOT REPRESENTED BY A RECOGNIZED UNION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
Additions:
Investment income:
Dividend $ 11,349,705
Interest 621,567
Net appreciation in fair value of investments 34,564,720
Master Trust income 18,127,336
Miscellaneous Income 89,001
-------------
Total investment income 64,752,329
-------------
Contributions:
Participant (Note 1) 14,498,242
Participating company (Note 1) 8,840,614
Employee rollovers 482,062
-------------
Total contributions 23,820,918
-------------
Total additions 88,573,247
-------------
Deductions:
Benefits paid to participants 101,146,235
-------------
Total deductions 101,146,235
-------------
Net decrease before transfers (12,572,988)
Transfer of participants' assets to the Plan from other plans 1,512,749
-------------
Net decrease (11,060,239)
Net assets available for benefits:
Beginning of year 562,275,866
-------------
End of year $ 551,215,627
=============
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY
AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE
NOT REPRESENTED BY A RECOGNIZED UNION
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the System Thrift Plan of Consolidated
Natural Gas Company and its Participating Subsidiaries for Employees
who are not Represented by a Recognized Union (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. The
-------
participants in the plan are eligible employees of Consolidated
Natural Gas Company (the Company or CNG) and its Participating
Subsidiaries (the Employers). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Employee and employer contributions are made pursuant to the terms
of the plan and are held in funds administered by the Trustees
under two declarations of trust, i.e., the Long-Term Thrift Trust
and the Short-Term Thrift Trust (the Trusts).
The Trusts are maintained in accordance with the Plan's provision
to provide for the custody and investment of employee and employer
contributions. They are administered by individual trustees (the
Trustee) who are appointed by and serve at the pleasure of the
Company for a term of three years. The Trustees are employed by
and are officers of various subsidiaries of the Company and serve
without compensation from the Plan or Trusts. Custody of Plan
assets resides with Mellon Bank, N.A. who also serves as the
Plan's Trustee.
b. CONTRIBUTIONS - Under the Plan, participants may contribute not
-------------
less than 2% and not more than 16% (15% for participants with
thirty or more years of service) of their earnings each pay
period, in increments of 1%. If the participant elects that his
employer make pretax contributions on his behalf, such
contributions cannot exceed 10%, in increments of 1%, of his
earnings each pay period subject to applicable Internal Revenue
Code (IRC) limitations.
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 employer contributions. The benefit to which a
participant is entitled is the benefit that can be provided from
the participant's account.
Retired participants may elect to receive an amount equal to their
vested Long-Term Thrift Trust account balance either in a lump sum
or in installments. For terminations other than retirements,
participants can only receive their vested Long-Term Thrift Trust
-6-
<PAGE>
account balance as a lump sum distribution. Upon termination and
retirement, participants can only receive their Short-Term Thrift
Trust account balance as a lump sum distribution.
d. PARTICIPANTS - Each employee is eligible to participate in the
------------
Plan on an entirely voluntary basis. Participation by an employee
becomes effective immediately upon completion and delivery to the
Employer (or the Company) of an authorization form furnished by
the Employer.
e. VESTING - Participants immediately vest in their contributions and
-------
earnings thereon. Participants vest in the Employer's matching
contribution and related earnings based upon years of continuous
service and are fully vested after five years of credited service.
The Employer's matching contribution is based upon the
participant's contribution rate and length of service.
f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant
------------------
may direct contributions in any option (except the loan fund) in
1% increments totaling to 100%. Investment options are valued
daily. 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 and employer contributions to be invested in the
following:
Short-Term Thrift Trust
-----------------------
(1) Interest in CNG Master Trust:
CNG Short Term Money Market Fund - The Money Market Fund
invests primarily in U.S. Treasury Bills, U.S. Treasury Notes,
corporate notes, commercial paper, floating rate notes and
repurchase agreements.
Long-Term Thrift Trust
----------------------
(1) Common Stock:
Dominion Resources, Inc. (Dominion) Stock Fund - All
investments are in Dominion common stock or cash equivalent
investments for partial shares. The fund became effective as
of February 1, 2000.
(2) Interest in CNG Master Trust:
CNG Stock Fund - The fund invested primarily in shares of CNG
common stock. Participants purchased units of participation in
the CNG Stock Fund continuously or from funds transferred from
other investment options. Dividends on Company common stock
held in the CNG Stock Fund were invested in additional units
of the CNG Stock Fund and credited to participants' accounts.
The fund ceased operations as of February 1, 2000.
-7-
<PAGE>
Fixed Investment Stable Value Fund - The fund invests in group
annuity contracts with one or more insurance companies and
other short term fixed income securities. Investments under
the contracts mature at various intervals. The interest rates,
credited daily to participants' accounts, represent a
composite of the income earned under the contracts with the
insurance companies and the revenue earned from short-term
fixed income securities.
Diversified Equity Fund - The fund invests primarily in the
common stocks of large U.S. companies.
(3) Mutual Funds:
The Masterworks S&P 500 Index Fund - The fund invests
proportionately in all or nearly all of the stocks that are
included in the Standard & Poor's 500 Stock Index.
The Small Stock Fund - The fund invests in stocks of small to
mid-sized U.S. companies.
The International Equity Fund - The fund invests in stocks of
companies outside the U.S.
The Intermediate Bond Fund - The fund invests primarily in
fixed income securities of various maturities such as
obligations of the U.S. Government, corporate debt securities,
mortgage and other asset-backed securities and money market
investments.
(4) Common/Collective Trusts:
The Conservative Balanced Fund, The Moderate Balanced Fund and
the Growth Balanced Fund - These funds are common/collective
trusts and each is designed to accomplish a specific
investment objective. As such, each fund has a different
diversified mix of stock, bond and short-term fixed income
investments.
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 maximum loan amount is the lesser of:
. 3 months base pay or
. 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 bear fixed interest
at a rate commensurate with local prevailing rates at the time the
loan is issued as determined by the Trustees.
-8-
<PAGE>
Participants make repayments to the Plan on a monthly basis. Loan
repayments, including interest, are deposited in the participant's
account and invested in accordance with the participants' then
current investment elections. Defaults 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. VALUATION OF INVESTMENTS:
------------------------
(1) Dominion Stock Fund - Investments in Dominion common stock are
stated at fair value based on the closing sales price reported on
the New York Stock Exchange on the last business day of the plan
year.
(2) Investment in Consolidated Natural Gas Master Trust - The fair
value of the Plan's interest in the Master Trust is based on the
beginning of the year value of the Plan's interest in the Master
Trust plus actual contributions and allocated investment income
less actual distributions and allocated administrative expenses.
Quoted market prices are used to value investments in the Master
Trust, with the exception of the trust's investment in the Fixed
Investment Stable Value Fund.
Investments in the Fixed Investment Stable Value Fund are stated
at contract value, which approximates market value. Contract value
represents contributions and income earned in the fund, less
withdrawals. The fair market value of the contracts approximates
the contract value.
The CNG Stock Fund was stated at market value. Company common
stock was purchased for participants on the open market, directly
from the Company, and in certain circumstances, as shares or
fractional shares from terminating employees' Plan and Employee
Stock Ownership Plan accounts and other stockholders. Such shares
or fractional shares were allocated among the accounts of
participants directing the Trustees to purchase Company common
stock.
(3) 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.
(4) 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 (or trust company) sponsoring
such funds by dividing the fund's net assets by its units
outstanding at the valuation dates.
-9-
<PAGE>
b. INVESTMENT INCOME - Dividend income is recognized on the
-----------------
ex-dividend date. Dividends received on all shares of company
stock are reinvested in additional shares of Dominion common stock
(previously in shares of CNG common stock).
Diversified Equity Fund units of the Long-Term Thrift Trust are
prorated to participants based on the unit value calculated at the
end of each day.
Realized gains and losses on the sale of investments are
determined using the average cost method.
Net investment income from mutual fund holdings includes dividend
income and realized and unrealized appreciation/depreciation.
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 accounting principles generally accepted in the
United States of America, 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.
f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets
----------------------------
available for benefits at June 30, 2000, are investments in
Dominion common stock amounting to approximately $101 million
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:
June 30,
2000 1999
Plan interest in CNG Master Trust:
CNG Stock Fund $ - $ 216,229,169
Diversified Equity Fund 56,148,050 58,468,205
Fixed Investment Stable Fund 241,866,028 164,793,417
Dominion Common Stock 100,776,273 -
S & P 500 Index Fund 57,279,314 47,592,677
During July 1, 1999 through June 30, 2000, the Plan's investments (including
gains and losses
-10-
<PAGE>
investments bought and sold, as well as held during the year) appreciated in
value by $34,564,720 as follows:
Investments at Fair Value:
-------------------------
Mutual Funds $ 984,775
Common/Collective Trust 5,532,819
Common Stock 28,047,126
-----------
$34,564,720
===========
4. 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.
5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST
A portion of the Plan's investments are in a Master Trust which was
established for the investment of assets of the Plan and the thrift
plans of other subsidiaries of the Company. The assets of the Master
Trust are held by Mellon Bank, N.A., as Trustee of the fund. Each
participating thrift plan has an undivided interest in the Master
Trust. The assets and income, including net appreciation (depreciation)
in fair value of plan assets, are allocated to the participating plans
based on each plan's proportionate share of the units of participation
held in the fund each month. As of June 30, 2000 and 1999, the Plan's
interest in the net assets of the Master Trust was approximately 55%
and 72%, respectively, with varying interests in each of the funds.
The following table presents the value of the undivided investments
(and related investment income) in the Master Trust.
June 30,
2000 1999
Diversified Equity Fund $ 81,833,579 $ 67,461,670
Fixed Investment Stable Value Fund
(Note 5a) 457,378,420 210,040,653
Short-Term Money Market Fund 5,748,098 4,418,433
CNG Stock Fund (Note 5b) 333,954,519
------------ ------------
Total $544,960,097 $615,875,275
============ ============
2000 1999
Interest $ 23,074,768 $ 13,954,451
Dividends 12,629,671 11,490,054
Net appreciation in fair value
of investments 50,562,484 21,608,256
------------ ------------
Total $ 86,266,923 $ 47,052,761
============ ============
-11-
<PAGE>
a) The Fixed Investment Stable Value Fund holds investments in an
interest bearing cash fund and in fully benefit-responsive insurance
investment contracts and separate investment accounts. Insurance
contracts and accounts are included in the financial statements at
contract value as reported by the various insurance companies.
Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of all
or a portion of their investment in this fund at contract value.
There are no reserves against contract values for credit risks of the
contract issuers or otherwise. The average yield and crediting
interest rates for the years ended June 30, 2000 and 1999 were
approximately 6.55% and 6.5%, respectively.
b) The CNG Stock Fund was replaced by the Dominion Stock Fund on
February 1, 2000. The Dominion Stock Fund is not a part of the CNG
Master Trust.
6. TAX STATUS
The Plan is a qualified employees' profit sharing trust under Sections
401(a) and 401(k) of the IRC and, as such, is exempt from federal income
taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, 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 9, 1996, in
which the Internal Revenue Service stated that the Plan, as amended
through July 2, 1995, was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plan's
tax counsel believe that the Plan is currently designed and is currently
operating in compliance with the applicable requirements of the Internal
Revenue Code.
7. MERGER OF CNG AND DOMINION
On February 12, 1999, CNG and Dominion announced that a definitive merger
agreement was approved by the Boards of Directors of both companies. On
May 11, 1999, CNG announced that its Board had unanimously approved an
amended and restated Agreement and Plan of Merger. The shareholders of
both the CNG and Dominion and all applicable state regulatory commissions
and federal regulatory agencies approved the merger.
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 shares for cash, 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 by the Trustee, Mellon Bank solicited elections from
participants with respect to shares of stock allocated to their accounts.
Effective with the completion of the merger, units of participation in
the CNG Stock Fund were converted to cash and shares of Dominion common
stock based upon participants' elections (subject to the terms of the
merger agreement). The fund was renamed the Dominion Stock Fund.
The merger was finalized on January 28, 2000 and results were posted to
participants' accounts on February 14, 2000.
-12-
<PAGE>
8. SUBSEQUENT EVENT
On October 20, 2000, the Board of Directors put forth a resolution
stating that the Plan will be merged with the Dominion Resources, Inc.
Employee Savings Plan. The anticipated Plan merger date is December 31,
2000.
-13-
<PAGE>
SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS
PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED
BY A RECOGNIZED UNION
SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000
SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
--------------------------------------------------------------------------------
Current
---------------------------
Description Cost Value
Dominion Resources, Inc., Common Stock $ 94,723,797 $100,776,273
------------ ------------
Interest in CNG Master Trust
CNG Diversified Equity Fund 35,260,357 56,148,050
Money Market Fund 3,471,021 3,471,021
Fixed Investment Stable Value Fund 215,157,355 241,866,028
------------ ------------
253,888,733 301,485,099
------------ ------------
Common/Collective Trusts
EB Daily Liquidity Fund 1,515,794 1,515,794
Conservative Balanced Fund 3,194,355 3,605,865
Moderate Balanced Fund 12,712,199 17,393,070
Growth Balanced Fund 17,409,147 22,699,859
------------ ------------
34,831,495 45,214,588
------------ ------------
Mutual Funds
Masterworks S&P 500 Index Fund 50,042,435 57,279,315
Pimco Total Return Fund 4,518,372 4,349,243
T. Rowe Price International Income Stock Fund 16,257,641 17,490,066
One Group Small Stock Fund 19,433,137 21,366,348
------------ ------------
90,251,585 100,484,972
------------ ------------
Loans to Participants 3,533,176 3,533,176
------------ ------------
Total Assets Held for Investment $477,228,786 $551,494,108
============ ============
14
<PAGE>
SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS
PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT
REPRESENTED BY A RECOGNIZED UNION
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Single Transactions in Excess of Five Percent of Plan Assets
2,166,047.00 Dominion Res. Inc. Common Stock* $ - $ 87,589,525.56 $ -
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
-----------------------------------------------------------------------------------------------------------------------------------
Series of Transactions in Excess of Five Percent of Plan Assets
2,798,959.00 Dominion Res. Inc. Common Stock* $ - $ 112,665,041.90 $ -
379,715.00 Dominion Res. Inc. Common Stock* $ - $ - $ 16,215,735.30
965,055.82 Masterworks S&P 500 Index Fund $ - $ 25,359,810.65 $ -
737,564.68 Masterworks S&P 500 Index Fund $ - $ - $ 19,568,803.87
989,210.24 T. Rowe Price International Equity Fund $ - $ 17,747,500.02 $ -
792,714.04 T. Rowe Price International Equity Fund $ - $ - $ 14,148,272.86
38,251,919.28 EB Temporary Investment Fund $ - $ 38,251,919.28 $ -
37,410,330.98 EB Temporary Investment Fund $ - $ - $ 37,410,330.98
23,108,039.20 BSDT - Late Money Deposit Account $ - $ 26,108,039.20 $ -
26,108,039.20 BSDT - Late Money Deposit Account $ - $ - $ 26,363,039.01
</TABLE>
* A party-in-interest as defined by ERISA
15
<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 June 30, 2000.
or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
_____
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-95795
C. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC.
FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT,
REPRESENTED BY THE NATURAL GAS WORKERS UNION,
LOCAL 555, SEIU, AFL-CIO
D. 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
1
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THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC.
FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT,
REPRESENTED BY THE NATURAL GAS WORKERS UNION,
LOCAL 555, SEIU, AFL-CIO
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TABLE OF CONTENTS
Pages
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Financial Statements:
Plan Assets and Liabilities
As of June 30, 2000 and 1999 3
Income, Expenses and Transfers for the Plan Year ending
June 30, 2000 4
Specific Assets Held
As of June 30, 2000 5
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THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC.
FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT,
REPRESENTED BY THE NATURAL GAS WORKERS UNION,
LOCAL 555, SEIU, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
June 30
1999 2000
---------- ----------
Plan assets and Liabilities:
Total Plan Assets $1,388,226 $1,663,328
Total Plan Liabilities 13,864 87,874
---------- ----------
Net Plan Assets $1,374,362 $1,575,454
========== ==========
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
3
<PAGE>
THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC.
FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT,
REPRESENTED BY THE NATURAL GAS WORKERS UNION,
LOCAL 555, SEIU, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
Year Ended
June 30, 2000
---------------
Income, Expenses and Transfers:
Contributions:
Employer $ 50,366
Participants 33,706
Other Income 157,732
-------------
Total income 241,804
-------------
Benefits paid 67,895
Other expenses 34
-------------
Total deductions 67,929
-------------
Net income $ 173,875
----------
=============
Net transfers $ 27,217
-------------
=============
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
4
<PAGE>
THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC.
FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT,
REPRESENTED BY THE NATURAL GAS WORKERS UNION,
LOCAL 555, SEIU, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
Year Ended
June 30, 2000
----------------
Specific Assets:
Employer Securities $ 77,647
Participant Loans 38,415
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
5
<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 June 30, 2000.
or
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
_____
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-95795
E. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
THRIFT PLAN OF CNG TRANSMISSION CORPORATION
AND HOPE GAS, INC. FOR EMPLOYEES REPRESENTED
BY THE UNITED GAS WORKERS UNION,
LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO
F. 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
1
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THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND
HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED
GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO
TABLE OF CONTENTS
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Page
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Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended June 30, 2000 5
Notes to Financial Statements 6 - 12
Supplemental Schedules as of and for the Year Ended June 30, 2000:
Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13
Schedule H, Item 4(j): Schedule of Reportable Transactions 14
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the Thrift Plan of CNG Transmission
Corporation and Hope Gas Inc. for Employees Represented by the United Gas
Workers Union, Local 69 - Division II, SEIU, AFL-CIO.
We have audited the accompanying statement of net assets available for benefits
of the Thrift Plan of CNG Transmission Corporation and Hope Gas Inc. for
Employees Represented by the United Gas Workers Union, Local 69 - Division II,
SEIU, AFL-CIO (the Plan) as of June 30, 2000 and the related statement of
changes in net assets available for benefits for the year ended June 30, 2000.
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 audit. The financial statements of the Plan as of June 30, 1999 were audited
by other auditors whose report, dated April 7, 2000 expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 as of June 30, 2000,
and the changes in net assets available for benefits for the year ended June 30,
2000 in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose 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 2000 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
December 20, 2000
3
<PAGE>
THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND
HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED
GAS WORKERS UNION, LOCAL 69 - DIVISION II, SEIU, AFL-CIO
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
June 30,
2000 1999
Assets:
Investments (Notes 2 and 3):
Temporary investments $ 1,794,328 $ 820,751
Corporate stock, common 74,189,271 101,452,721
Insurance Companies Pooled
Separate Accounts - 17,086,478
Unallocated Insurance
Company Contracts - 29,556,126
Interest in Master Trust 80,285,532 5,184,740
Loans to participants 1,693,135 1,912,791
Common/Collective Trusts 3,248,829 -
Mutual Funds 8,859,290 -
------------ ------------
Total investments 170,070,385 156,013,607
------------ ------------
Receivables:
Interest and dividends 2,125 14,319
Securities sold 19,833 547,947
Contributions and loan repayments - 320,898
------------ ------------
Total receivables 21,958 883,164
------------ ------------
Cash - 1,009,362
------------ ------------
Total Assets 170,092,343 157,906,133
------------ ------------
Liabilities:
Accrued administrative expenses - 1,541,191
Prepaid contributions 1,929,140 -
------------ ------------
Net Assets Available for Benefits $168,163,203 $156,364,942
============ ============
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED
GAS WORKERS UNION, LOCAL 69 - DIVISION II, SEIU, AFL-CIO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
Additions:
Investment income:
Dividend $ 2,177,369
Interest 1,095,504
Net appreciation in fair value of investments 15,587,490
Master Trust income 4,836,002
-------------
Total investment income 23,696,365
-------------
Contributions:
Participant (Note 1) 4,818,895
Participating company (Note 1) 2,455,537
Employee rollovers 17,496
-------------
Total contributions 7,291,928
-------------
Total additions 30,988,293
-------------
Deductions:
Benefits paid to participants 18,462,218
Administrative expenses 3,292
-------------
Total deductions 18,465,510
-------------
Net increase before transfers 12,522,783
Transfer of participants' assets to other plans from the Plan 724,522
-------------
Net increase 11,798,261
Net assets available for benefits:
Beginning of year 156,364,942
-------------
End of year $ 168,163,203
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND
HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED
GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Thrift Plan of CNG Transmission
Corporation and Hope Gas, Inc. for Employees Represented by the United
Gas Workers Union, Local Number 69- Division II, SEIU, AFL-CIO.
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. The participants
-------
in the plan are union eligible employees of CNG Transmission
Corporation and Hope Gas, Inc. (the Employers) which are wholly owned
subsidiaries of Consolidated Natural Gas Company (the Company or CNG).
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Employee and employer contributions are made pursuant to the terms of
the plan and are held in funds administered by the Trustees under two
declarations of trust, i.e., the Long-Term Thrift Trust and the
Short-Term Thrift Trust (the Trusts).
The Trusts are maintained in accordance with the Plan's provision to
provide for the custody and investment of employee and employer
contributions. They are administered by individual trustees (the
"Trustee") who are appointed by and serve at the pleasure of the
Company for a term of three years. The Trustees are employed by and are
officers of various subsidiaries of the Company and serve without
compensation from the Plan or Trusts. Custody of Plan assets resides
with Mellon Bank, N.A. who also serves as the Plan's Trustee.
(b) CONTRIBUTIONS - Under the Plan, participants may contribute not
-------------
less than 2% and not more than 16% (15% for participants with thirty or
more years of service) of their earnings each pay period, in increments
of 1%. If the participant elects that his employer make pretax
contributions on his behalf, such contributions cannot exceed 10%, in
increments of 1%, of his earnings each pay period subject to applicable
Internal Revenue Code (IRC) limitations.
(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 employer contributions. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Retired participants may elect to receive an amount equal to their
vested Long-Term Thrift Trust account balance either in a lump sum or
in installments. For terminations other than retirements, participants
can only receive their vested Long-Term Thrift Trust account balance as
a lump sum distribution. Upon termination and retirement, participants
can only receive their Short-Term Thrift Trust account balance as a
lump sum distribution.
(d) PARTICIPANTS - Each employee is eligible to participate in the Plan
------------
on an entirely voluntary
6
<PAGE>
basis. Participation by an employee becomes effective immediately upon
completion and delivery to the Employer (or the Company) of an
authorization form furnished by the Employer.
(e) VESTING - Participants immediately vest in their contributions and
-------
earnings thereon. Participants vest in the Employer's matching
contribution and related earnings based upon years of continuous
service and are fully vested after five years of credited service. The
Employer's matching contribution is based upon the participant's
contribution rate and length of service.
(f) INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may
------------------
direct contributions in any option (except the loan fund) in 1%
increments totaling to 100%. Investment options are valued daily.
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 and employer contributions to be invested in the following:
Short-Term Thrift Trust
-----------------------
(1) Interest in CNG Master Trust:
CNG Short Term Money Market Fund - The Money Market Fund
invests primarily in U.S. Treasury Bills, U.S. Treasury Notes,
corporate notes, commercial paper, floating rate notes and
repurchase agreements.
Long-Term Thrift Trust
----------------------
(1) Common Stock:
Dominion Resources, Inc. (Dominion) Stock Fund - All
investments are in Dominion common stock or cash equivalent
investments for partial shares. The fund became effective as of
February 1, 2000.
(2) Interest in CNG Master Trust:
CNG Stock Fund - The fund invested primarily in shares of CNG
common stock. Participants purchased units of participation in
the CNG Stock Fund continuously or from funds transferred from
other investment options. Dividends on Company common stock
held in the CNG Stock Fund were invested in additional units of
the CNG Stock Fund and credited to participants' accounts. The
fund ceased operations as of February 1, 2000.
Fixed Investment Stable Value Fund - The fund invests in group
annuity contracts with one or more insurance companies and
other short term fixed income securities. Investments under the
contracts mature at various intervals. The interest rates,
credited daily to participants' accounts, represent a composite
of the income earned under the contracts with the insurance
companies and the revenue earned from short-term fixed income
securities.
7
<PAGE>
Diversified Equity Fund - The fund invests primarily in the
common stocks of large U.S. companies.
(3) Mutual Funds:
The Masterworks S&P 500 Index Fund - The fund invests
proportionately in all or nearly all of the stocks that are
included in the Standard & Poor's 500 Stock Index.
The Small Stock Fund - The fund invests in stocks of small to
mid-sized U.S. companies.
The International Equity Fund - The fund invests in stocks of
companies outside the U.S.
The Intermediate Bond Fund - The fund invests primarily in
fixed income securities of various maturities such as
obligations of the U.S. Government, corporate debt securities,
mortgage and other asset-backed securities and money market
investments.
(4) Common/Collective Trusts:
The Conservative Balanced Fund, The Moderate Balanced Fund and
the Growth Balanced Fund - These funds are common/collective
trusts and each is designed to accomplish a specific investment
objective. As such, each fund has a different diversified mix
of stock, bond and short-term fixed income investments.
(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 maximum
loan amount is the lesser of:
. 3 months base pay or
. 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 bear fixed interest at a rate commensurate
with local prevailing rates at the time the loan is issued as determined by the
Trustees.
Participants make repayments to the Plan on a monthly basis. Loan repayments,
including interest, are deposited in the participant's account and invested in
accordance with the participants then current investment elections. Defaults
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.
8
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. VALUATION OF INVESTMENTS:
------------------------
(1) Dominion Stock Fund - Investments in Dominion common stock are
stated at fair value based on the closing sales price reported on the
New York Stock Exchange on the last business day of the plan year.
(2) Investment in Consolidated Natural Gas Master Trust - The fair
value of the Plan's interest in the Master Trust is based on the
beginning of the year value of the Plan's interest in the Master
Trust plus actual contributions and allocated investment income less
actual distributions and allocated administrative expenses. Quoted
market prices are used to value investments in the Master Trust, with
the exception of the trust's investment in the Fixed Investment
Stable Value Fund.
Investments in the Fixed Investment Stable Value Fund are stated at
contract value, which approximates market value. Contract value
represents contributions and income earned in the fund, less
withdrawals. The fair market value of the contracts approximates the
contract value.
The CNG Stock Fund was stated at market value. Company common stock
was purchased for participants on the open market, directly from the
Company, and in certain circumstances, as shares or fractional shares
from terminating employees' Plan and Employee Stock Ownership Plan
accounts and other stockholders. Such shares or fractional shares
were allocated among the accounts of participants directing the
Trustees to purchase Company common stock.
(3) 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.
(4) 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 (or trust company) sponsoring such funds by
dividing the fund's net assets by its units outstanding at the
valuation dates.
b. INVESTMENT INCOME - Dividend income is recognized on the ex-dividend
date. Dividends received on all shares of company stock are reinvested
in additional shares of Dominion common stock (previously in shares of
CNG common stock).
Diversified Equity Fund units of the Long-Term Thrift Trust are
prorated to participants based on the unit value calculated at the end
of each day.
Realized gains and losses on the sale of investments are determined
using the average cost method.
Net investment income from mutual fund holdings includes dividend
income and realized and unrealized appreciation/depreciation.
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 accounting principles generally accepted in the United
States of America, requires management to make estimates and
assumptions that affect the reported amounts of net assets available
for benefits, and
9
<PAGE>
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.
f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets
----------------------------
available for benefits at June 30, 2000, are investments in Dominion
common stock amounting to approximately $74 million 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:
June 30,
2000 1999
Insurance Company Contracts $ - $ 31,578,802
Fixed Investment Stable Fund 71,760,281 -
Dominion Common Stock 74,189,271 -
CNG Common Stock - 101,452,721
During July 1, 1999 through June 30, 2000, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated in value by $15,587,490 as follows:
Investments at Fair Value:
--------------------------
Mutual Funds $ 200,286
Common/Collective Trust 42,676
Common Stock 15,344,528
-------------
$ 15,587,490
=============
10
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4. 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.
5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST
A portion of the Plan's investments are in a Master Trust which was
established for the investment of assets of the Plan and the thrift plans
of other subsidiaries of the Company. The assets of the Master Trust are
held by Mellon Bank, N.A., as Trustee of the fund. Each participating
thrift plan has an undivided interest in the Master Trust. The assets and
income, including net appreciation (depreciation) in fair value of plan
assets, are allocated to the participating plans based on each plan's
proportionate share of the units of participation held in the fund each
month. As of June 30, 2000 and 1999, the Plan's interest in the net assets
of the Master Trust was approximately 15% and 1%, respectively, with
varying interests in each of the funds.
The following table presents the value of the undivided investments (and
related investment income) in the Master Trust.
June 30,
2000 1999
Diversified Equity Fund $ 81,833,579 $ 67,461,670
Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653
Short-Term Money Market Fund 5,748,098 4,418,433
CNG Stock Fund (Note 5b) - 333,954,519
------------- ------------
Total $ 544,960,097 $ 615,875,275
============= =============
2000 1999
Interest $ 23,074,768 $ 13,954,451
Dividends 12,629,671 11,490,054
Net appreciation in fair value
of investments 50,562,484 21,608,256
------------- -------------
Total $ 86,266,923 $ 47,052,761
============= =============
a) The Fixed Investment Stable Value Fund holds investments in an
interest bearing cash fund and in fully benefit-responsive insurance
investment contracts and separate investment accounts. Insurance
contracts and accounts are included in the financial statement at
contract value as reported by the various insurance companies. Contract
value represents contributions made under the contract, plus earnings,
less participant withdrawals and administrative expenses. Participants
may ordinarily direct the withdrawal or transfer of all or a portion of
their investment in this fund at contract value.
There are no reserves against contract values for credit risks of the
contract issuers or otherwise. The average yield and crediting interest
rates for the years ended June 30, 2000 and 1999 were approximately
6.55% and 6.5%, respectively.
11
<PAGE>
b) The CNG Stock Fund was replaced by the Dominion Stock Fund on
February 1, 2000. The Dominion Stock Fund is not a part of the CNG
Master Trust.
6. TAX STATUS
The Plan is a qualified employees' profit sharing trust under Sections
401(a) and 401(k) of the IRC and, as such, is exempt from federal
income taxes under Section 501(a). Pursuant to Section 402(a) of the
IRC, 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 7, 1995,
in which the Internal Revenue Service stated that the Plan, as amended
through December 20, 1994 was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended
since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is
currently designed and is currently operating in compliance with the
applicable requirements of the Internal Revenue Code.
7. MERGER OF CNG AND DOMINION
On February 12, 1999, CNG and Dominion announced that a definitive
merger agreement was approved by the Boards of Directors of both
companies. On May 11, 1999, CNG announced that its Board had
unanimously approved an amended and restated Agreement and Plan of
Merger. The shareholders of both the CNG and Dominion and all
applicable state regulatory commissions and federal regulatory agencies
approved the merger.
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 shares for cash, 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 by the Trustee, Mellon Bank solicited elections from
participants with respect to shares of stock allocated to their
accounts. Effective with the completion of the merger, units of
participation in the CNG Stock Fund were converted to cash and shares
of Dominion common stock based upon participants' elections (subject to
the terms of the merger agreement). The fund was renamed the Dominion
Stock Fund.
The merger was finalized on January 28, 2000 and results were posted to
participants' accounts on February 14, 2000.
12
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THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND
HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED
GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO
SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000
SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
--------------------------------------------------------------------------------
Current
--------------------------
Description Cost Value
BSDT - Late Money Deposit Account $ 1,794,328 $ 1,794,328
------------ ------------
Dominion Resources, Inc., Common Stock 69,619,634 74,189,271
------------ ------------
Interest in CNG Master Trust
CNG Diversified Equity Fund 7,654,842 7,864,794
Money Market Fund 660,456 660,456
Fixed Investment Stable Value Fund 69,413,791 71,760,282
------------ ------------
77,729,089 80,285,532
------------ ------------
Common/Collective Trusts
EB Daily Liquidity Fund 139,455 139,455
Conservative Balanced Fund 130,949 135,309
Moderate Balanced Fund 1,179,671 1,199,313
Growth Balanced Fund 1,752,639 1,774,752
------------ ------------
3,202,714 3,248,829
------------ ------------
Mutual Funds
Masterworks S&P 500 Index Fund 6,250,818 6,352,148
Pimco Total Return Fund 206,514 207,188
T. Rowe Price International Income Stock Fund 1,249,188 1,235,034
One Group Small Stock Fund 1,024,502 1,064,920
------------ ------------
8,731,022 8,859,290
------------ ------------
Loans to Participants 1,693,135 1,693,135
------------ ------------
Total Assets Held for Investment $162,769,922 $170,070,385
============ ============
13
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THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND
HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED
GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Single Transactions in Excess of Five Percent of Plan Assets
1,510,244.00 Dominion Res. Inc. Common Stock* $ - $ 61,070,491.75 $ -
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
----------------------------------------------------------------------------------------------------------------------
Series of Transactions in Excess of Five Percent of Plan Assets
1,833,901.00 Dominion Res. Inc. Common Stock* $ - $ 73,777,208.00 $ -
85,670.00 Dominion Res. Inc. Common Stock* $ - $ - $ 3,556,855.62
407,592,43 Masterworks S&P 500 Index Fund $ - $ 10,640,143.30 $ -
170,665.51 Masterworks S&P 500 Index Fund $ - $ - $ 4,497,171.07
13,423,455.66 EB Temporary Investment Fund $ - $ 13,423,455.66 $ -
13,284,000.45 EB Temporary Investment Fund $ - $ - $13,284,000.45
26,108,039.20 BSDT - Late Money Deposit Account $ - $ 8,072,693.36 $ -
26,108,039.20 BSDT - Late Money Deposit Account $ - $ - $ 6,278,365.65
</TABLE>
* A party-in-interest as defined by ERISA
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 June 30, 2000.
or
_____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-95795
G. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THRIFT PLAN OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS WORKERS UNION,
LOCAL 555, SEIU, AFL-CIO
H. 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
1
<PAGE>
THRIFT PLAN OF EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS
WORKERS UNION, LOCAL 555, SEIU, AFL-CIO
<TABLE>
<CAPTION>
TABLE OF CONTENTS
---------------------------------------------------------------------------------------
Page
<S> <C>
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended June 30, 2000 5
Notes to Financial Statements 6 - 12
Supplemental Schedules as of and for the Year Ended June 30, 2000:
Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13
Schedule H, Item 4(j): Schedule of Reportable Transactions 14
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
Thrift Plan of East Ohio Gas Company for Employees
Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO
We have audited the accompanying statement of net assets available for benefits
of the Thrift Plan of East Ohio Gas Company for Employees Represented by the
Natural Gas Workers Union, Local 555, SEIU, AFL-CIO (the Plan) as of June 30,
2000 and the related statement of changes in net assets available for benefits
for the year ended June 30, 2000. 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 audit. The financial
statements of the Plan as of June 30, 1999 were audited by other auditors whose
report, dated April 7, 2000 expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 as of June 30, 2000,
and the changes in net assets available for benefits for the year ended June 30,
2000 in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose 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 2000 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
December 20, 2000
3
<PAGE>
THRIFT PLAN OF EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS
WORKERS UNION, LOCAL 555, SEIU, AFL-CIO
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
June 30,
2000 1999
Assets:
Investments (Notes 3 and 4):
Temporary investments $ 2,791 $ -
Common stock 54,688,478 95,835
Common/Collective Trusts 6,354,430 2,620,145
Mutual Funds 18,563,662 9,472,731
Interest in Master Trust 106,098,416 167,279,856
Loans to Participants 2,287,100 2,494,982
------------ ------------
Total investments 187,994,877 181,963,549
------------ ------------
Receivables:
Interest 2,104 -
Contributions 171,460 -
Other 20,437 -
------------ ------------
Total receivables 194,001 -
------------ ------------
Cash and Cash Equivalents 4,977 -
------------ ------------
Total Assets 188,193,855 181,963,549
------------ ------------
LIABILITIES:
Accrued administrative expenses 2,609 -
Other 32,748 -
------------ ------------
Total Liabilities 35,357 -
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $188,158,498 $181,963,549
============ ============
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
THRIFT PLAN OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS
WORKERS UNION, LOCAL 555, SEIU, AFL-CIO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
Additions:
Investment income:
Dividend $ 2,660,424
Interest 337,697
Net appreciation in fair value of investments 16,115,208
Master Trust income 6,122,144
------------
Total investment income 25,235,473
------------
Contributions:
Participant (Note 1) 5,806,476
Participating company (Note 1) 3,610,522
Employee rollovers 20,980
------------
Total contributions 9,437,978
------------
Total additions 34,673,451
------------
Deductions:
Benefits paid to participants 28,041,161
Forfeitures 65,615
Administrative expenses 628
------------
Total deductions 28,107,404
------------
Net increase before transfers 6,566,047
Transfer of participants' assets from the Plan to other plans 371,098
------------
Net increase 6,194,949
Net assets available for benefits:
Beginning of year 181,963,549
------------
End of year $188,158,498
============
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
THRIFT PLAN OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS
WORKERS UNION, LOCAL 555, SEIU, AFL-CIO
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Thrift Plan of the East Ohio Gas
Company for Employees Represented by the Natural Gas Workers Union,
Local 555, SEIU, AFL-CIO (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. The participants
-------
in the Plan are union- eligible employees of East Ohio Gas Company
(the Employer). The East Ohio Gas Company is a wholly-owned subsidiary
of Consolidated Natural Gas Company (the Company or CNG). Each
employee is eligible to participate in the plan on an entirely
voluntary basis. Participation by an employee becomes effective
immediately upon completion and delivery to the employer of an
authorized form furnished by the employer. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Employee and employer contributions are made pursuant to the terms of
the plan and are held in funds administered by the Trustees under two
declarations of trust, i.e., the Long-Term Thrift Trust and the Short-
Term Thrift Trust (the Trusts).
The Trusts are maintained in accordance with the Plan's provision to
provide for the custody and investment of employee and employer
contributions. They are administered by individual trustees (the
Trustee) who are appointed by and serve at the pleasure of the Company
for a term of three years. The Trustees are employed by and are
officers of various subsidiaries of the Company and serve without
compensation from the Plan or Trusts. Custody of Plan assets resides
with Mellon Bank, N.A. who also serves as the Plan's Trustee.
b. CONTRIBUTIONS - Under the Plan, participants may contribute not
-------------
less than 2% and not more than 16% (15% for participants with thirty
or more years of service) of their earnings each pay period, in
increments of 1%. If the participant elects that his employer make
pretax contributions on his behalf, such contributions cannot exceed
10%, in increments of 1%, of his earnings each pay period subject to
applicable Internal Revenue Code (IRC) limitations.
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 employer contributions. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's account.
Retired participants may elect to receive an amount equal to their
vested Long-Term Thrift Trust account balance either in a lump sum or
in installments. For terminations other than retirements, participants
can only receive their vested Long-Term Thrift Trust account balance
as a lump sum distribution. Upon termination and retirement,
participants can only receive their Short-Term Thrift
6
<PAGE>
Trust account balance as a lump sum distribution.
d. PARTICIPANTS - Each employee is eligible to participate in the Plan
------------
on an entirely voluntary basis. Participation by an employee becomes
effective immediately upon completion and delivery to the Employer (or
the Company) of an authorization form furnished by the Employer.
e. VESTING - Participants immediately vest in their contributions and
-------
earnings thereon. Participants vest in the Employer's matching
contribution and related earnings based upon years of continuous
service and are fully vested after five years of credited service. The
Employer's matching contribution is based upon the participant's
contribution rate and length of service.
f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may
------------------
direct contributions in any option (except the loan fund) in 1%
increments totaling to 100%. Investment options are valued daily.
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 and employer contributions to be invested in the following:
Short-Term Thrift Trust
-----------------------
(1) Interest in CNG Master Trust:
CNG Short Term Money Market Fund - The Money Market Fund invests
primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate
notes, commercial paper, floating rate notes and repurchase
agreements.
Long-Term Thrift Trust
----------------------
(1) Common Stock:
Dominion Resources, Inc. (Dominion) Stock Fund - All investments
are in Dominion common stock or cash equivalent investments for
partial shares. The fund became effective as of February 1, 2000.
(2) Interest in CNG Master Trust:
CNG Stock Fund - The fund invested primarily in shares of CNG
common stock. Participants purchased units of participation in
the CNG Stock Fund continuously or from funds transferred from
other investment options. Dividends on Company common stock held
in the CNG Stock Fund were invested in additional units of the
CNG Stock Fund and credited to participants' accounts. The fund
ceased operations as of February 1, 2000.
Fixed Investment Stable Value Fund - The fund invests in group
annuity contracts with one or more insurance companies and other
short term fixed income securities. Investments under the
contracts mature at various intervals. The interest rates,
credited daily to participants' accounts, represent a composite
of the income earned under the contracts with the insurance
companies and the revenue earned from short-term fixed income
securities.
7
<PAGE>
Diversified Equity Fund - The fund invests primarily in the
common stocks of large U.S. companies.
(3) Mutual Funds:
The Masterworks S&P 500 Index Fund - The fund invests
proportionately in all or nearly all of the stocks that are
included in the Standard & Poor's 500 Stock Index.
The Small Stock Fund - The fund invests in stocks of small to
mid-sized U.S. companies.
The International Equity Fund - The fund invests in stocks of
companies outside the U.S.
The Intermediate Bond Fund - The fund invests primarily in fixed
income securities of various maturities such as obligations of
the U.S. Government, corporate debt securities, mortgage and
other asset-backed securities and money market investments.
(4) Common/Collective Trusts:
The Conservative Balanced Fund, The Moderate Balanced Fund and
the Growth Balanced Fund - These funds are common/collective
trusts and each is designed to accomplish a specific investment
objective. As such, each fund has a different diversified mix of
stock, bond and short-term fixed income investments.
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
maximum loan amount is the lesser of:
. 3 months base pay or 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 bear fixed interest at a
rate commensurate with local prevailing rates at the time the loan is
issued as determined by the Trustees.
Participants make repayments to the Plan on a monthly basis. Loan
repayments, including interest, are deposited in the participant's
account and invested in accordance with the participants' then current
investment elections. Defaults 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.
8
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. VALUATION OF INVESTMENTS:
------------------------
(1) Dominion Stock Fund - Investments in Dominion common stock are
stated at fair value based on the closing sales price reported on
the New York Stock Exchange on the last business day of the plan
year.
(2) Investment in Consolidated Natural Gas Master Trust - The fair
value of the Plan's interest in the Master Trust is based on the
beginning of the year value of the Plan's interest in the Master
Trust plus actual contributions and allocated investment income
less actual distributions and allocated administrative expenses.
Quoted market prices are used to value investments in the Master
Trust, with the exception of the trust's investment in the Fixed
Investment Stable Value Fund.
Investments in the Fixed Investment Stable Value Fund are stated
at contract value, which approximates market value. Contract
value represents contributions and income earned in the fund,
less withdrawals. The fair market value of the contracts
approximates the contract value.
The CNG Stock Fund was stated at market value. Company common
stock was purchased for participants on the open market, directly
from the Company, and in certain circumstances, as shares or
fractional shares from terminating employees' Plan and Employee
Stock Ownership Plan accounts and other stockholders. Such shares
or fractional shares were allocated among the accounts of
participants directing the Trustees to purchase Company common
stock.
(3) 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.
(4) 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 (or trust company) sponsoring
such funds by dividing the fund's net assets by its units
outstanding at the valuation dates.
b. INVESTMENT INCOME - Dividend income is recognized on the ex-
-----------------
dividend date. Dividends received on all shares of company stock are
reinvested in additional shares of Dominion common stock (previously
in shares of CNG common stock).
Diversified Equity Fund units of the Long-Term Thrift Trust are
prorated to participants based on the unit value calculated at the end
of each day.
Realized gains and losses on the sale of investments are determined
using the average cost method.
Net investment income from mutual fund holdings includes dividend
income and realized and unrealized appreciation/depreciation.
9
<PAGE>
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 accounting principles generally accepted in the United
States of America, 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.
f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets
----------------------------
available for benefits at June 30, 2000, are investments in Dominion
common stock amounting to approximately $55 million 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:
June 30,
2000 1999
Plan interest in CNG Master Trust:
CNG Stock Fund $ - $115,057,833
Diversified Equity Fund 10,048,622 -
Fixed Investment Stable Fund 94,996,320 44,202,340
Dominion Common Stock 54,688,478
S&P 500 Index Fund 12,535,966 -
During July 1, 1999 through June 30, 2000, the Plan's investments
(including gains and losses on investments bought and sold, as well as
held during the year) appreciated in value by $16,115,208 as follows:
Investments at Fair Value:
--------------------------
Mutual Funds $ 241,424
Common/Collective Trust 545,407
Common Stock 15,328,377
-----------
$16,115,208
===========
4. 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.
10
<PAGE>
5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST
A portion of the Plan's investments are in a Master Trust which was
established for the investment of assets of the Plan and the thrift plans
of other subsidiaries of the Company. The assets of the Master Trust are
held by Mellon Bank, N.A., as Trustee of the fund. Each participating
thrift plan has an undivided interest in the Master Trust. The assets and
income, including net appreciation (depreciation) in fair value of plan
assets, are allocated to the participating plans based on each plan's
proportionate share of the units of participation held in the fund each
month. As of June 30, 2000 and 1999, the Plan's interest in the net assets
of the Master Trust was approximately 19% and 27%, respectively, with
varying interests in each of the funds.
The following table presents the value of the undivided investments (and
related investment income) in the Master Trust.
June 30,
2000 1999
Diversified Equity Fund $ 81,833,579 $ 67,461,670
Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653
Short-Term Money Market Fund 5,748,098 4,418,433
CNG Stock Fund (Note 5b) - 333,954,519
------------ ------------
Total $544,960,097 $615,875,275
============ ============
2000 1999
Interest $ 23,074,768 $ 13,954,451
Dividends 12,629,671 11,490,054
Net appreciation in fair value
of investments 50,562,484 21,608,256
------------ ------------
Total $ 86,266,923 $ 47,052,761
============ ============
(a) The Fixed Investment Stable Value Fund holds investments in an interest
bearing cash fund and in fully benefit-responsive insurance investment
contracts and separate investment accounts. Insurance contracts and
accounts are included in the financial statement at contract value as
reported by the various insurance companies. Contract value represents
contributions made under the contract, plus earnings, less participant
withdrawals and administrative expenses. Participants may ordinarily
direct the withdrawal or transfer of all or a portion of their
investment in this fund at contract value.
There are no reserves against contract values for credit risks of the
contract issuers or otherwise. The average yield and crediting interest
rates for the years ended June 30, 2000 and 1999 were approximately
6.55% and 6.5%, respectively.
(b) The CNG Stock Fund was replaced by the Dominion Stock Fund on February
1, 2000. The Dominion Stock Fund is not a part of the CNG Master
Trust.
11
<PAGE>
6. TAX STATUS
The Plan is a qualified employees' profit sharing trust under Sections
401(a) and 401(k) of the IRC and, as such, is exempt from federal income
taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, 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 1, 1995, in
which the Internal Revenue Service stated that the Plan, as amended through
December 22, 1994 was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is currently designed and is currently
operating in compliance with the applicable requirements of the Internal
Revenue Code.
7. MERGER OF CNG AND DOMINION
On February 12, 1999, CNG and Dominion announced that a definitive merger
agreement was approved by the Boards of Directors of both companies. On
May 11, 1999, CNG announced that its Board had unanimously approved an
amended and restated Agreement and Plan of Merger. The shareholders of
both the CNG and Dominion and all applicable state regulatory commissions
and federal regulatory agencies approved the merger.
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 shares for cash, 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 by the Trustee, Mellon Bank solicited elections from
participants with respect to shares of stock allocated to their accounts.
Effective with the completion of the merger, units of participation in the
CNG Stock Fund were converted to cash and shares of Dominion common stock
based upon participants' elections (subject to the terms of the merger
agreement). The fund was renamed the Dominion Stock Fund.
The merger was finalized on January 28, 2000 and results were posted to
participants' accounts on February 14, 2000.
12
<PAGE>
THRIFT PLAN OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS
WORKERS UNION, LOCAL 555, SEIU, AFL-CIO
SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000
SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-------------------------------------------------------------------------------
Current
---------------------------
Description Cost Value
BSDT - Late Money Deposit Account $ 2,791 $ 2,791
------------ ------------
Dominion Resources, Inc., Common Stock 51,250,835 54,688,478
------------ ------------
Interest in CNG Master Trust
CNG Diversified Equity Fund 8,803,001 10,048,623
Money Market Fund 1,053,472 1,053,473
Fixed Investment Stable Value Fund 89,695,607 94,996,320
------------ ------------
99,552,080 106,098,416
------------ ------------
Common/Collective Trusts
EB Daily Liquidity Fund 255,003 255,003
Conservative Balanced Fund 328,300 358,920
Moderate Balanced Fund 1,544,923 1,766,804
Growth Balanced Fund 3,512,897 3,973,703
------------ ------------
5,641,123 6,354,430
------------ ------------
Mutual Funds
Masterworks S&P 500 Index Fund 11,922,375 12,535,966
Pimco Total Return Fund 572,655 554,080
T. Rowe Price International Income Stock Fund 2,235,017 2,289,481
One Group Small Stock Fund 3,032,433 3,184,135
------------ ------------
17,762,480 18,563,662
------------ ------------
Loans to Participants 2,287,100 2,287,100
------------ ------------
Total Assets Held for Investment $176,496,409 $187,994,877
============ ============
13
<PAGE>
THRIFT PLAN OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS
WORKERS UNION, LOCAL 555, SEIU, AFL-CIO
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Single Transactions in Excess of Five Percent of Plan Assets
1,212,634.00 Dominion Res. Inc. Common Stock* $ - $49,035,887.38 $ -
<CAPTION>
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series of Transactions in Excess of Five Percent of Plan Assets
1,476,828.00 Dominion Res. Inc. Common Stock* $ - $59,327,137.47 $ -
146,877.00 Dominion Res. Inc. Common Stock* $ - $ - $6,203,789.55
331,094.14 Masterworks S&P 500 Index Fund $ - $ 8,555,854.58 $ -
127,156.14 Masterworks S&P 500 Index Fund $ - $ - $3,385,076.06
8,342,982.68 EB Temporary Investment Fund $ - $ 8,342,982.68 $ -
8,089,974.59 EB Temporary Investment Fund $ - $ - $8,089,974.59
</TABLE>
* A party-in-interest as defined by ERISA
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 June 30, 2000.
or
_____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-95795
I. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION,
LOCAL 69- DIVISION I, SEIU, AFL-CIO
J. 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
1
<PAGE>
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION, LOCAL 69-
DIVISION I, SEIU, AFL-CIO
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended June 30, 2000 5
Notes to Financial Statements 6 - 12
Supplemental Schedules as of and for the Year Ended June 30, 2000:
Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13
Schedule H, Item 4(j): Schedule of Reportable Transactions 14
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
Thrift Plan of East Ohio Gas Company for Employees
Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO
We have audited the accompanying statement of net assets available for benefits
of the Thrift Plan of East Ohio Gas Company for Employees Represented by the
Natural Gas Workers Union, Local 555, SEIU, AFL-CIO (the Plan) as of June 30,
2000 and the related statement of changes in net assets available for benefits
for the year ended June 30, 2000. 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 audit. The financial
statements of the Plan as of June 30, 1999 were audited by other auditors whose
report, dated April 7, 2000 expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 as of June 30, 2000,
and the changes in net assets available for benefits for the year ended June 30,
2000 in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose 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 2000 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
December 20, 2000
3
<PAGE>
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30,
2000 1999
<S> <C> <C>
Assets:
Investments (Notes 3 and 4):
Temporary investments $ 261,087 $ 155,836
Corporate stock, common 38,989,453 60,807,890
Insurance Companies Pooled Separate Accounts - 8,403,951
Unallocated Insurance Company Contracts - 14,537,123
Common/Collective Trusts 2,995,330 -
Mutual Funds 7,001,723 -
Interest in Master Trust 46,819,253 3,087,078
Loans to participants 693,538 783,420
----------- -----------
Total investments 96,760,384 87,775,298
----------- -----------
Receivables:
Interest 1,377 9,540
Contributions and loan repayments - 73,794
Securities sold 18,029 529,508
----------- -----------
Total receivables 19,406 612,842
----------- -----------
Cash - 164,029
----------- -----------
Total Assets 96,779,790 88,552,169
----------- -----------
Liabilities:
Accrued administrative expenses - 1,047,394
Securities purchased 254,347 -
Prepaid contributions 362,779 -
----------- -----------
Net Assets Available For Benefits $96,162,664 $87,504,775
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 2000
<TABLE>
--------------------------------------------------------------------------------
<S> <C>
Additions:
Investment income:
Dividend $ 1,139,516
Interest 518,450
Net appreciation in fair value of investments 9,066,445
Master Trust income 2,703,166
-----------
Total investment income 13,427,577
-----------
Contributions:
Participant (Note 1) 2,440,963
Participating company (Note 1) 1,331,191
Employee rollovers 30,280
-----------
Total contributions 3,802,434
-----------
Total additions 17,230,011
-----------
Deductions:
Benefits paid to participants 8,339,168
Administrative expenses 1,075
-----------
Total deductions 8,340,243
-----------
Net increase before transfers 8,889,768
Transfer of participants' assets from the Plan to other plans 231,879
-----------
Net increase 8,657,889
Net assets available for benefits:
Beginning of year 87,504,775
-----------
End of year $96,162,664
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Thrift Plan of the Peoples Natural Gas
Company (CNG) for Employees Represented by the United Gas Workers Union,
Local No. 69 - Division 1, SEIU, AFL-CIO (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. The participants
-------
in the plan are union-eligible employees of Peoples Natural Gas Company
(the Employer). The Employer is a wholly-owned subsidiary of Consolidated
Natural Gas Company (the Company or CNG). Each employee is eligible to
participate in the Plan on a voluntary basis. Participation by an
employee becomes effective immediately upon completion and delivery to the
employer of an authorized form furnished by the employer. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Employee and employer contributions are made pursuant to the terms of the
plan and are held in funds administered by the Trustees under two
declarations of trust, i.e., the Long-Term Thrift Trust and the Short-Term
Thrift Trust (the "Trusts").
The Trusts are maintained in accordance with the Plan's provision to
provide for the custody and investment of employee and employer
contributions. They are administered by individual trustees (the
"Trustee") who are appointed by and serve at the pleasure of the Company
for a term of three years. The Trustees are employed by and are officers
of various subsidiaries of the Company and serve without compensation from
the Plan or Trusts. Custody of Plan assets resides with Mellon Bank, N.A.
who also serves as the Plan's Trustee.
b. CONTRIBUTIONS - Under the Plan, participants may contribute not less
-------------
than 2% and not more than 16% (15% for participants with thirty or more
years of service) of their earnings each pay period, in increments of 1%.
If the participant elects that his employer make pretax contributions on
his behalf, such contributions cannot exceed 10%, in increments of 1%, of
his earnings each pay period subject to applicable Internal Revenue Code
(IRC) limitations.
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 employer
contributions. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
Retired participants may elect to receive an amount equal to their vested
Long-Term Thrift Trust account balance either in a lump sum or in
installments. For terminations other than retirements, participants can
only receive their vested Long-Term Thrift Trust account balance as a lump
sum distribution. Upon termination and retirement, participants can only
receive their Short-Term Thrift
6
<PAGE>
Trust account balance as a lump sum distribution.
d. PARTICIPANTS - Each employee is eligible to participate in the Plan on
------------
an entirely voluntary basis. Participation by an employee becomes
effective immediately upon completion and delivery to the Employer (or the
Company) of an authorization form furnished by the Employer.
e. VESTING - Participants immediately vest in their contributions and
-------
earnings thereon. Participants vest in the Employer's matching
contribution and related earnings based upon years of continuous service
and are fully vested after five years of credited service. The Employer's
matching contribution is based upon the participant's contribution rate
and length of service.
f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may
------------------
direct contributions in any option (except the loan fund) in 1% increments
totaling to 100%. Investment options are valued daily. 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 and employer contributions
to be invested in the following:
Short-Term Thrift Trust
-----------------------
(1) Interest in CNG Master Trust:
CNG Short Term Money Market Fund - The Money Market Fund invests
primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate
notes, commercial paper, floating rate notes and repurchase
agreements.
Long-Term Thrift Trust
----------------------
(1) Common Stock:
Dominion Resources, Inc. (Dominion) Stock Fund - All investments are
in Dominion common stock or cash equivalent investments for partial
shares. The fund became effective as of February 1, 2000.
(2) Interest in CNG Master Trust:
CNG Stock Fund - The fund invested primarily in shares of CNG common
stock. Participants purchased units of participation in the CNG
Stock Fund continuously or from funds transferred from other
investment options. Dividends on Company common stock held in the
CNG Stock Fund were invested in additional units of the CNG Stock
Fund and credited to participants' accounts. The fund ceased
operations as of February 1, 2000.
Fixed Investment Stable Value Fund - The fund invests in group
annuity contracts with one or more insurance companies and other
short term fixed income securities. Investments under the contracts
mature at various intervals. The interest rates, credited daily to
participants' accounts, represent a composite of the income earned
under the contracts with the insurance companies and the revenue
earned from short-term fixed income securities.
7
<PAGE>
Diversified Equity Fund - The fund invests primarily in the common
stocks of large U.S. companies.
(3) Mutual Funds:
The Masterworks S&P 500 Index Fund - The fund invests proportionately
in all or nearly all of the stocks that are included in the Standard &
Poor's 500 Stock Index.
The Small Stock Fund - The fund invests in stocks of small to mid-
sized U.S. companies.
The International Equity Fund - The fund invests in stocks of
companies outside the U.S.
The Intermediate Bond Fund - The fund invests primarily in fixed
income securities of various maturities such as obligations of the
U.S. Government, corporate debt securities, mortgage and other asset-
backed securities and money market investments.
(4) Common/Collective Trusts:
The Conservative Balanced Fund, The Moderate Balanced Fund and The
Growth Balanced Fund - These funds are common/collective trusts and
each is designed to accomplish a specific investment objective. As
such, each fund has a different diversified mix of stock, bond and
short-term fixed income investments.
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 maximum loan amount is the lesser of;
. 3 months base pay or
. 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 bear fixed interest at a rate
commensurate with local prevailing rates at the time the loan is issued as
determined by the Trustees.
Participants make repayments to the Plan on a monthly basis. Loan
repayments, including interest, are deposited in the participant's account
and invested in accordance with the participants then current investment
elections. Defaults 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.
8
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. VALUATION OF INVESTMENTS:
------------------------
(1) Dominion Stock Fund - Investments in Dominion common stock are
stated at fair value based on the closing sales price reported on the
New York Stock Exchange on the last business day of the plan year.
(2) Investment in Consolidated Natural Gas Master Trust - The fair
value of the Plan's interest in the Master Trust is based on the
beginning of the year value of the Plan's interest in the Master Trust
plus actual contributions and allocated investment income less actual
distributions and allocated administrative expenses. Quoted market
prices are used to value investments in the Master Trust, with the
exception of the trust's investment in the Fixed Investment Stable
Value Fund.
Investments in the Fixed Investment Stable Value Fund are stated at
contract value, which approximates market value. Contract value
represents contributions and income earned in the fund, less
withdrawals. The fair market value of the contracts approximates the
contract value.
The CNG Stock Fund was stated at market value. Company common stock
was purchased for participants on the open market, directly from the
Company, and in certain circumstances, as shares or fractional shares
from terminating employees' Plan and Employee Stock Ownership Plan
accounts and other stockholders. Such shares or fractional shares were
allocated among the accounts of participants directing the Trustees to
purchase Company common stock.
(3) 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.
(4) 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 (or trust company) sponsoring such funds by
dividing the fund's net assets by its units outstanding at the
valuation dates.
b. INVESTMENT INCOME - Dividend income is recognized on the ex-dividend
-----------------
date. Dividends received on all shares of company stock are reinvested in
additional shares of Dominion common stock (previously in shares of CNG
common stock).
Diversified Equity Fund units of the Long-Term Thrift Trust are prorated
to participants based on the unit value calculated at the end of each day.
Realized gains and losses on the sale of investments are determined using
the average cost method.
Net investment income from mutual fund holdings includes dividend income
and realized and unrealized appreciation/depreciation.
c. EXPENSES - The Plan's expenses are accrued as incurred and paid by the
--------
Plan, as provided by
9
<PAGE>
the Plan document.
d. USE OF ESTIMATES - The preparation of financial statements in
----------------
conformity with accounting principles generally accepted in the United
States of America, 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.
f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets
----------------------------
available for benefits at June 30, 2000, are investments in Dominion common
stock amounting to approximately $39 million 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:
June 30,
2000 1999
Diversified Equity Fund $ 4,946,279 $ -
Fixed Investment Stable Fund 41,646,597 11,454,579
Dominion Common Stock 38,989,453 -
CNG Stock Fund - 60,807,890
During July 1, 1999 through June 30, 2000, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated in value by $9,066,445 as follows:
Investments at Fair Value:
--------------------------
Mutual Funds $8,922,620
Common/Collective Trust 32,312
Common Stock 111,513
----------
$9,066,445
==========
4. 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.
5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST
A portion of the Plan's investments are in a Master Trust which was
established for the investment of assets of the Plan and the thrift plans of
other subsidiaries of the Company. The assets of the Master Trust are held by
Mellon Bank, N.A., as Trustee of the fund. Each participating thrift plan has
an undivided
10
<PAGE>
interest in the Master Trust. The assets and income, including net
appreciation (depreciation) in fair value of plan assets, are allocated to the
participating plans based on each plan's proportionate share of the units of
participation held in the fund each month. As of June 30, 2000 and 1999, the
Plan's interest in the net assets of the Master Trust was approximately 8.6%
and .50%, respectively, with varying interests in each of the Funds.
The following table presents the value of the undivided investments (and
related investment income) in the Master Trust.
<TABLE>
<CAPTION>
June 30,
2000 1999
<S> <C> <C>
Diversified Equity Fund $ 81,833,579 $ 67,461,670
Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653
Short-Term Money Market Fund 5,748,098 4,418,433
CNG Stock Fund (Note 5b) - 333,954,519
------------ ------------
Total $544,960,097 $615,875,275
============ ============
2000 1999
Interest $ 23,074,768 $ 13,954,451
Dividends 12,629,671 11,490,054
Net appreciation in fair value
of investments 50,562,484 21,608,256
------------ ------------
Total $ 86,266,923 $ 47,052,761
============ ============
</TABLE>
a) The Fixed Investment Stable Value Fund holds investments in an
interest bearing cash fund and in fully benefit-responsive insurance
investment contracts and separate investment accounts. Insurance
contracts and accounts are included in the financial statement at
contract value as reported by the various insurance companies.
Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of all
or a portion of their investment in this fund at contract value.
There are no reserves against contract values for credit risks of the
contract issuers or otherwise. The average yield and crediting
interest rates for the years ended June 30, 2000 and 1999 were
approximately 6.55% and 6.5%, respectively.
b) The CNG Stock Fund was replaced by the Dominion Stock Fund on
February 1, 2000. The Dominion Stock Fund is not a part of the CNG
Master Trust.
6. TAX STATUS
The Plan is a qualified employees' profit sharing trust under Sections
401(a) and 401(k) of the IRC and, as such, is exempt from federal income
taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, 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 8, 1995, in
which the Internal Revenue
11
<PAGE>
Service stated that the Plan, as amended through December 27, 1994, was in
compliance with the applicable requirements of the Internal Revenue Code.
The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the
Plan is currently designed and is currently operating in compliance with
the applicable requirements of the Internal Revenue Code.
7. MERGER OF CNG AND DOMINION
On February 12, 1999, CNG and Dominion announced that a definitive merger
agreement was approved by the Boards of Directors of both companies. On
May 11, 1999, CNG announced that its Board had unanimously approved an
amended and restated Agreement and Plan of Merger. The shareholders of
both the CNG and Dominion and all applicable state regulatory commissions
and federal regulatory agencies approved the merger.
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 shares for cash, 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 by the Trustee, Mellon Bank solicited elections from
participants with respect to shares of stock allocated to their accounts.
Effective with the completion of the merger, units of participation in the
CNG Stock Fund were converted to cash and shares of Dominion common stock
based upon participants' elections (subject to the terms of the merger
agreement). The fund was renamed the Dominion Stock Fund.
The merger was finalized on January 28, 2000 and results were posted to
participants' accounts on February 14, 2000.
12
<PAGE>
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL 69 - DIVISION I,SEIU, AFL-CIO
SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000
SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
--------------------------------
Description Cost Value
<S> <C> <C>
BSDT - Late Money Deposit Account $ 261,087 $ 261,087
----------- -----------
Dominion Resources, Inc., Common Stock 36,549,252 38,989,453
----------- -----------
Interest in CNG Master Trust
CNG Diversified Equity Fund 4,821,170 4,946,279
Money Market Fund 226,377 226,377
Fixed Investment Stable Value Fund 40,335,363 41,646,597
----------- -----------
45,382,910 46,819,253
----------- -----------
Common/Collective Trusts
EB Daily Liquidity Fund 231,398 231,398
Conservative Balanced Fund 113,332 115,558
Moderate Balanced Fund 579,212 592,271
Growth Balanced Fund 2,046,620 2,056,103
----------- -----------
2,970,562 2,995,330
----------- -----------
Mutual Funds
Masterworks S&P 500 Index Fund 4,251,943 4,350,874
Pimco Total Return Fund 215,763 218,279
T. Rowe Price International Income Stock Fund 1,461,713 1,434,823
One Group Small Stock Fund 977,493 997,747
----------- -----------
6,906,912 7,001,723
----------- -----------
Loans to Participants 693,538 693,538
----------- -----------
Total Assets Held for Investment $92,764,261 $96,760,384
=========== ===========
</TABLE>
13
<PAGE>
THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS
UNION,
LOCAL 69 - DIVISION I, SEIU, AFL-CIO
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
--------------------------------------------------------------------------------
<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>
SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS
778,948.00 Dominion Res. Inc. Common Stock* $ - $31,498,709.75 $ - $ -
Shares/ Security Transaction Cost Of Proceeds Costs Of Assets
Par Value Description Expense Purchases From Sales Disposed
----------------------------------------------------------------------------------------------------------------------------------
Series of Transactions in Excess of Five Percent of Plan Assets
945,804.00 Dominion Res. Inc. Common Stock* $ - $ 38,009,102.98 $ - $ -
32,254.00 Dominion Res. Inc. Common Stock* $ - $ - $ 1,358,420.09 $1,293,598.82
166,785.12 Masterworks S&P 500 Index Fund $ - $ 4,329,934.80 $ - $ -
4,698.15 Masterworks S&P 500 Index Fund $ - $ - $ 124,395.72 $ 122,303.46
6,746,903.29 EB Temporary Investment Fund $ - $ 6,746,903.29 $ - $ -
6,515,505.29 EB Temporary Investment Fund $ - $ - $ 6,515,505.29 $6,515,505.29
3,988,616.62 BSDT - Late Money Deposit Account $ - $ 3,988,616.62 $ - $ -
3,673,461.64 BSDT - Late Money Deposit Account $ - $ - $ 3,673,461.64 $3,673,461.64
* A party-in-interest as defined by ERISA
</TABLE>
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 June 30, 2000.
or
_______ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-95795
K. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THRIFT PLAN OF THE RIVER GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION,
LOCAL 69, DIVISION II, SEIU, AFL-CIO
L. 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
1
<PAGE>
THRIFT PLAN OF THE RIVER GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION,
LOCAL 69, DIVISION II, SEIU, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
June 30
1999 2000
--------------- ----------------
<S> <C> <C>
Plan assets and Liabilities:
Total Plan Assets $ 3,136,517 $ 3,395,514
Total Plan Liabilities 26,520 631
---------------- -----------------
Net Plan Assets $ 3,109,997 $ 3,394,883
================ =================
</TABLE>
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
2
<PAGE>
THRIFT PLAN OF THE RIVER GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION,
LOCAL 69, DIVISION II, SEIU, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Year Ended
June 30, 2000
------------------------
Specific Assets:
<S> <C>
Employer Securities $ 1,775,711
Participant Loans 51,986
</TABLE>
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
3
<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 June 30, 2000.
or
_____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to________________.
Commission File number 333-95795
M. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS UNION OF
AMERICA, AFL-CIO
N. 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
1
<PAGE>
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308,
THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO
FINANCIAL STATEMENTS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Financial Statements:
Plan Assets and Liabilities
As of June 30, 2000 and 1999 3
Income, Expenses and Transfers for the Plan Year ending
June 30, 2000 4
Specific Assets Held
As of June 30, 2000 5
</TABLE>
2
<PAGE>
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS
UNION OF AMERICA, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
June 30
1999 2000
----------- ------------
Plan assets and Liabilities:
Total Plan Assets $ 5,537,809 $ 6,225,457
Total Plan Liabilities -- --
----------- ------------
Net Plan Assets $ 5,537,809 $ 6,225,457
=========== ============
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
3
<PAGE>
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS
UNION OF AMERICA, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
Year Ended
June 30, 2000
-----------------
Income, Expenses and Transfers:
Contributions:
Employers $ 186,546
Participants 321,302
Other Income 608,678
-----------------
Total income 1,116,526
-----------------
Benefits paid 428,878
-----------------
Total deductions 428,878
-----------------
Net income $ 687,648
----------
=================
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
4
<PAGE>
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS
UNION OF AMERICA, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
Year Ended
June 30, 2000
------------------
Specific Assets:
Employer Securities $1,620,837
Participant Loans 65,187
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
5
<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 June 30, 2000.
or
_______ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-95795
O. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS UNION OF
AMERICA, AFL-CIO
P. 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
1
<PAGE>
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C,
THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Pages
-----
<TABLE>
<CAPTION>
Financial Statements:
<S> <C>
Plan Assets and Liabilities
As of June 30, 2000 and 1999 3
Income, Expenses and Transfers for the Plan Year ending
June 30, 2000 4
Specific Assets Held
As of June 30, 2000 5
</TABLE>
2
<PAGE>
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS UNION
OF AMERICA, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
June 30
1999 2000
----------------- ------------------
<S> <C> <C>
Plan assets and Liabilities:
Total Plan Assets $ 731,243 $ 818,980
Total Plan Liabilities -- --
----------------- ------------------
Net Plan Assets $ 731,243 $ 818,980
================= ==================
</TABLE>
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
3
<PAGE>
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS
UNION OF AMERICA, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Year Ended
June 30, 2000
----------------
Income, Expenses and Transfers:
Contributions:
<S> <C>
Employers $ 21,871
Participants 20,861
Other Income 90,346
----------------
Total income 133,078
----------------
Benefits paid 82,729
----------------
Total deductions 82,729
----------------
Net income $ 50,349
---------- ================
Net Transfers $ 37,388
------------- ================
</TABLE>
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
4
<PAGE>
THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY
FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS
UNION OF AMERICA, AFL-CIO
SMALL PLAN FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Year Ended
June 30, 2000
---------------
<S> <C>
Specific Assets:
Employer Securities $ 213,227
Participant Loans 8,574
</TABLE>
The above ERISA plan information is presented in accordance with DOL Form 5500,
Schedule I.
5
<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 June 30, 2000.
or
_____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from _________ to _____________.
Commission File number 333-95795
Q. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
VIRGINIA NATURAL GAS, INC. EMPLOYEE SAVINGS PLAN
R. 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
1
<PAGE>
VIRGINIA NATURAL GAS, INC.
EMPLOYEES SAVINGS PLAN
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended June 30, 2000 5
Notes to Financial Statements 6-12
Supplemental Schedules as of and for the Year Ended June 30, 2000:
Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13
Schedule H, Item 4(j): Schedule of Reportable Transactions 14
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
Virginia Natural Gas, Inc. Employee Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Virginia Natural Gas, Inc. Employee Savings Plan (the Plan) as of June
30, 2000 and the related statement of changes in net assets available for
benefits for the year ended June 30, 2000. 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 audit. The financial
statements of the Plan as of June 30, 1999 were audited by other auditors whose
report, dated April 7, 2000 expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 as of June 30, 2000,
and the changes in net assets available for benefits for the year ended June 30,
2000 in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.
The supplemental schedules listed in the Table of Contents are presented for the
purpose 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 2000 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
December 20, 2000
3
<PAGE>
VIRGINIA NATURAL GAS, INC.
EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30,
2000 1999
<S> <C> <C>
Assets:
Investments (Notes 2 and 3):
Temporary investments $ - $ 127,928
CNG Common stock - 2,591,763
Dominion Common stock 1,770,437 1,560,854
Interest in Master Trust 2,233,651 -
Common/Collective Trusts 155,788 -
Mutual Funds 213,147 -
---------- ----------
Total investments 4,373,023 4,280,545
---------- ----------
Receivables:
Dividends and interest 98 369
Contributions 454 86,912
---------- ----------
Total receivables 552 87,281
---------- ----------
Cash - 6,018
---------- ----------
Total Assets 4,373,575 4,373,844
---------- ----------
Liabilities:
Accrued administrative expenses - 3,152
---------- ----------
Net Assets Available for Benefits $4,373,575 $4,370,692
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
VIRGINIA NATURAL GAS, INC.
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 2000
----------------------------------------------------------------------------
Additions:
Investment income:
Dividends $ 53,863
Interest 9,521
Net appreciation in fair value of investments 67,889
Master Trust income 367,555
Miscellaneous income 866
----------
Total investment income 499,694
----------
Contributions:
Participant (Note 1) 7,393
Participating company (Note 1) 3,163
----------
Total contributions 10,556
----------
Total additions 510,250
----------
Deductions:
Benefits paid to participants 489,285
----------
Total deductions 489,285
----------
Net increase before transfers 20,965
Transfers from the Plan to other plans 18,082
----------
Net increase 2,883
Net assets available for benefits:
Beginning of year 4,370,692
----------
End of year $4,373,575
==========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
VIRGINIA NATURAL GAS, INC.
EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Virginia Natural Gas, 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 and is the successor
-------
to the Virginia Power Employee Savings Plan, which was sponsored by
Virginia Electric and Power Company (a subsidiary of Dominion Resources,
Inc. (Dominion). The Employer (Virginia Natural Gas, Inc.) is a wholly
owned subsidiary of Consolidated Natural Gas Company (the Company or CNG).
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Employee and employer contributions are made pursuant to the terms of the
plan and are held in funds administered by the Trustees under two
declarations of trust, i.e., the Long-Term Thrift Trust and the Short-Term
Thrift Trust (the Trusts). Prior to July 1, 1999, funds were held under
one declaration of trust - the Alternate Thrift Trust.
The Trusts are maintained in accordance with the Plan's provision to
provide for the custody and investment of employee and employer
contributions. They are administered by individual trustees (the
"Trustees") who are appointed by and serve at the pleasure of the Company
for a term of three years. The Trustees are employed by and are officers
of various subsidiaries of the Company and serve without compensation from
the Plan or Trusts. Custody of Plan assets resides with Mellon Bank, N.A.
who also serves as the Plan's Trustee.
b. CONTRIBUTIONS - Under the Plan, participants may contribute not less
-------------
than 2% and not more than 16% of their earnings each pay period, in
increments of 1%. If the participant elects that his/her employer make
pretax contributions on his/her behalf, such contributions cannot exceed
10%, in increments of 1%, of his/her earnings each pay period subject to
applicable Internal Revenue Code (IRC) limitations.
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 employer
contributions. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
Retired participants may elect to receive an amount equal to their vested
Long-Term Thrift Trust account balance either in a lump sum or in
installments. For terminations other than retirements, participants can
only receive their vested Long-Term Thrift Trust account balance as a lump
sum distribution. Upon termination and retirement, participants can only
receive their Short-Term Thrift Trust account balance as a lump sum
distribution.
d. PARTICIPANTS - Participation in the Plan is entirely voluntary. The
------------
participants in the plan are
6
<PAGE>
salaried and non-union hourly employees of the Employer who elected to
continue participation in this plan after June 30, 1991.
e. VESTING - Participants immediately vest in their contributions and
-------
earnings thereon. Participants vest in the Employer's matching
contribution and related earnings based upon years of continuous service
and are fully vested after five years of credited service. The Employer's
matching contribution is based upon the participant's contribution rate.
f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may
------------------
direct contributions in any option (except the loan fund) in 1% increments
totaling to 100%. Investment options are valued daily. 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. Prior to July 1, 1999, participant contributions could be
invested in Company common stock or the General Investments Fund.
Effective July 1, 1999, the Plan provides for employee contributions to be
invested in the following:
Short-Term Thrift Trust
-----------------------
(1) Interest in CNG Master Trust:
CNG Short Term Money Market Fund - The Money Market Fund invests
primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate
notes, commercial paper, floating rate notes and repurchase
agreements.
Long-Term Thrift Trust
----------------------
(1) Common Stock:
Dominion Resources, Inc. (Dominion) Stock Fund - All investments are
in Dominion common stock or cash equivalent investments for partial
shares. The fund became effective as of February 1, 2000.
(2) Interest in CNG Master Trust:
CNG Stock Fund - The fund invested primarily in shares of CNG common
stock. Participants purchased units of participation in the CNG Stock
Fund continuously or from funds transferred from other investment
options. Dividends on Company common stock held in the CNG Stock Fund
were invested in additional units of the CNG Stock Fund and credited
to participants' accounts. The fund ceased operations as of February
1, 2000.
Fixed Investment Stable Value Fund - The fund invests in group
annuity contracts with one or more insurance companies and other
short term fixed income securities. Investments under the contracts
mature at various intervals. The interest rates, credited daily to
participants' accounts, represent a composite of the income earned
under the contracts with the insurance companies and the revenue
earned from short-term fixed income securities.
7
<PAGE>
Diversified Equity Fund - The fund invests primarily in the common
stocks of large U.S. companies.
(3) Mutual Funds:
The Masterworks S&P 500 Index Fund - The fund invests proportionately
in all or nearly all of the stocks that are included in the Standard &
Poor's 500 Stock Index.
The Small Stock Fund - The fund invests in stocks of small to mid-sized
U.S. companies.
The International Equity Fund - The fund invests in stocks of companies
outside the U.S.
The Intermediate Bond Fund - The fund invests primarily in fixed income
securities of various maturities such as obligations of the U.S.
Government, corporate debt securities, mortgage and other asset-backed
securities and money market investments.
(4) Common/Collective Trusts:
The Conservative Balanced Fund, The Moderate Balanced Fund and The
Growth Balanced Fund - These funds are common/collective trusts and
each is designed to accomplish a specific investment objective. As
such, each fund has a different diversified mix of stock, bond and
short-term fixed income investments.
g. 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. VALUATION OF INVESTMENTS:
------------------------
(1) Dominion Stock Fund - Investments in Dominion common stock are
stated at fair value based on the closing sales price reported
on the New York Stock Exchange on the last business day of the
plan year.
(2) Investment in Consolidated Natural Gas Master Trust - The fair
value of the Plan's interest in the Master Trust is based on
the beginning of the year value of the Plan's interest in the
Master Trust plus actual contributions and allocated
investment income less actual distributions and allocated
administrative expenses. Quoted market prices are used to
value investments in the Master Trust, with the exception of
the trust's investment in the Fixed Investment Stable Value
Fund.
8
<PAGE>
Investments in the Fixed Investment Stable Value Fund are stated
at contract value, which approximates market value. Contract value
represents contributions and income earned in the fund, less
withdrawals. The fair market value of the contracts approximates
the contract value.
The CNG Stock Fund was stated at market value. Company common
stock was purchased for participants on the open market, directly
from the Company and, in certain circumstances, as shares or
fractional shares from terminating employees' Plan and Employee
Stock Ownership Plan accounts and other stockholders. Such shares
or fractional shares were allocated among the accounts of
participants directing the Trustees to purchase Company common
stock.
(3) 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.
(4) 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 (or trust company) sponsoring such funds by
dividing the fund's net assets by its units outstanding at the
valuation dates.
b. INVESTMENT INCOME - Dividend income is recognized on the ex-
-----------------
dividend date. Dividends received on all shares of company stock are
reinvested in additional shares of Dominion common stock (previously in
shares of CNG common stock).
Diversified Equity Fund units of the Long-Term Thrift Trust are
prorated to participants based on the unit value calculated at the end
of each day.
Realized gains and losses on the sale of investments are determined
using the average cost method.
Net investment income from mutual fund holdings includes dividend
income and realized and unrealized appreciation/depreciation.
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 accounting principles generally accepted in the United
States of America, 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.
f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets
----------------------------
available for benefits at June 30, 2000, are investments in Dominion
common stock amounting to approximately $1.8 million 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:
9
<PAGE>
June 30,
2000 1999
Plan interest in CNG Master Trust:
Fixed Investment Stable Fund $2,092,424 $ -
Dominion Common Stock 1,770,437 1,560,854
CNG Common Stock - 2,591,763
During July 1, 1999 through June 30, 2000, the Plan's investments (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated in value by $67,889 as follows:
Investments at Fair Value:
--------------------------
Temporary Investments $ (2,823)
Mutual Funds 8,989
Common/Collective Trust 6,990
Common Stock 54,733
-----------
$ 67,889
===========
4. 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.
5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST
A portion of the Plan's investments are in a Master Trust which was
established for the investment of assets of the Plan and the thrift plans
of other subsidiaries of the Company. The assets of the Master Trust are
held by Mellon Bank, N.A., as Trustee of the fund. Each participating
thrift plan has an undivided interest in the Master Trust. The assets and
income, including net appreciation (depreciation) in fair value of plan
assets, are allocated to the participating plans based on each plan's
proportionate share of the units of participation held in the fund each
month. As of June 30, 2000 and 1999, the Plan's interest in the net
assets of the Master Trust was approximately .4% and 0%, respectively,
with varying interests in each of the funds.
10
<PAGE>
The following table presents the value of the undivided investments (and related
investment income) in the Master Trust.
June 30,
2000 1999
Diversified Equity Fund $ 81,833,579 $ 67,461,670
Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653
Short-Term Money Market Fund 5,748,098 4,418,433
CNG Stock Fund (Note 5b) - 333,954,519
------------ ------------
Total $544,960,097 $615,875,275
============ ============
2000 1999
Interest $ 23,074,768 $ 13,954,451
Dividends 12,629,671 11,490,054
Net appreciation in fair value
of investments 50,562,484 21,608,256
------------ ------------
Total $ 86,266,923 $ 47,052,761
============ ============
a) The Fixed Investment Stable Value Fund holds investments in an
interest bearing cash fund and in fully benefit-responsive insurance
investment contracts and separate investment accounts. Insurance
contracts and accounts are included in the financial statement at
contract value as reported by the various insurance companies.
Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of all
or a portion of their investment in this fund at contract value.
There are no reserves against contract values for credit risks of the
contract issuers or otherwise. The average yield and crediting
interest rates for the years ended June 30, 2000 and 1999 were
approximately 6.55% and 6.5%, respectively.
b) The CNG Stock Fund was replaced by the Dominion Stock Fund on
February 1, 2000. The Dominion Stock Fund is not a part of the CNG
Master Trust.
6. TAX STATUS
The Plan is a qualified employees' profit sharing trust under Sections
401(a) and 401(k) of the IRC and, as such, is exempt from federal income
taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, 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 October 18, 1995, in
which the Internal Revenue Service stated that the Plan, as amended
through December 22, 1994, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended since
receiving the determination letter. However, the Plan administrator and
the Plan's tax counsel believe that the
11
<PAGE>
Plan is currently designed and is currently operating in compliance with
the applicable requirements of the Internal Revenue Code.
7. MERGER OF CNG AND DOMINION
On February 12, 1999, CNG and Dominion announced that a definitive merger
agreement was approved by the Boards of Directors of both companies. On
May 11, 1999, CNG announced that its Board had unanimously approved an
amended and restated Agreement and Plan of Merger. The shareholders of
both the CNG and Dominion and all applicable state regulatory commissions
and federal regulatory agencies approved the merger.
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 shares for cash, 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 by the Trustee, Mellon Bank solicited elections from
participants with respect to shares of stock allocated to their accounts.
Effective with the completion of the merger, units of participation in the
CNG Stock Fund were converted to cash and shares of Dominion common stock
based upon participants' elections (subject to the terms of the merger
agreement). The fund was renamed the Dominion Stock Fund.
The merger was finalized on January 28, 2000 and results were posted to
participants' accounts on February 14, 2000.
8. SUBSEQUENT EVENT
On October 6, 2000, Virginia Natural Gas, Inc. was sold by Consolidated
Natural Gas Company (and its successor Dominion Resources, Inc.) to AGL
Resources, Inc. (AGL). Effective with the sale of VNG stock to AGL, all
assets in the Plan were transferred to AGL's thrift 401(k) plan.
12
<PAGE>
VIRGINIA NATURAL GAS, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000
SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
--------------------------------------------------------------------------------
Current
-----------------------
Description Cost Value
Dominion Resources, Inc., Common Stock $1,674,996 $1,770,437
---------- ----------
Interest in CNG Master Trust
CNG Diversified Equity Fund 138,192 141,228
Money Market Fund - -
Fixed Investment Stable Value Fund 2,039,645 2,092,423
---------- ----------
2,177,837 2,233,651
---------- ----------
Common/Collective Trusts
EB Daily Liquidity Fund 11,921 11,921
Conservative Balanced Fund 90 96
Moderate Balanced Fund 60,744 64,028
Growth Balanced Fund 79,347 79,743
---------- ----------
152,102 155,788
---------- ----------
Mutual Funds
Masterworks S&P 500 Index Fund 96,530 101,793
Pimco Total Return Fund 2,857 2,896
T. Rowe Price International Income Stock Fund 77,921 76,612
One Group Small Stock Fund 31,600 31,846
---------- ----------
208,908 213,147
---------- ----------
Total Assets Held for Investment $4,213,843 $4,373,023
========== ==========
13
<PAGE>
VIRGINIA NATURAL GAS, INC.
EMPLOYEE SAVINGS PLAN
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Single Transactions in Excess of Five Percent of Plan Assets
23,793.00 Dominion Res. Inc. Common Stock* $ - $ 962,129.44 $
501,744.44 EB Temporary Investment Fund, variable rate $ - $ 501,744.44 $
12/31/2099 DD 04/25/97
537,249.83 EB Temporary Investment Fund, variable rate $ - $ 537,249.83
12/31/2099 DD 04/25/97
501,744.44 BSDT - Late Money Deposit Account $ - $ 501,744.44 $
DD 06/26/1997
501,744.44 BSDT - Late Money Deposit Account $ - $ - $ 501,744.44
DD 06/26/1997
<CAPTION>
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series of Transactions in Excess of Five Percent of Plan Assets
48,097.00 Dominion Res. Inc. Common Stock* $ - $1,950,384.12 $
6,462.00 Dominion Res. Inc. Common Stock* $ - $ - $ 268,451.31
877,079.15 EB Temporary Investment Fund $ - $ 877,079.15 $
865,158.22 EB Temporary Investment Fund $ - $ - $ 865,158.22
606,843.53 BSDT - Late Money Deposit Account $ - $ 606,843.53 $
606,843.53 BSDT - Late Money Deposit Account $ - $ - $ 606,843.53
</TABLE>
* A party-in-interest as defined by ERISA
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 June 30, 2000.
or
_______ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from _________ to ________________.
Commission File number 333-95795
S. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN
T. 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
1
<PAGE>
VIRGINIA NATURAL GAS, INC.
HOURLY SAVINGS PLAN
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4
Statement of Changes in Net Assets Available for Benefits for the
Year Ended June 30, 2000 5
Notes to Financial Statements 6 - 12
Supplemental Schedules as of and for the Year Ended June 30, 2000:
Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13
Schedule H, Item 4(j): Schedule of Reportable Transactions 14 - 15
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
Virginia Natural Gas, Inc. Hourly Savings Plan
We have audited the accompanying statement of net assets available for benefits
of the Virginia Natural Gas, Inc. Hourly Savings Plan (the Plan) as of June 30,
2000 and the related statement of changes in net assets available for benefits
for the year ended June 30, 2000. 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 audit. The financial
statements of the Plan as of June 30, 1999 were audited by other auditors whose
report, dated April 7, 2000 expressed an unqualified opinion on those
statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides 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 as of June 30, 2000,
and the changes in net assets available for benefits for the year ended June 30,
2000 in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose 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 2000 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
December 20, 2000
3
<PAGE>
VIRGINIA NATURAL GAS, INC.
HOURLY SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30,
2000 1999
<S> <C> <C>
Assets:
Investments (Notes 2 and 3):
Temporary investments $ - $ 872,072
CNG Common stock - 2,332,355
Dominion Common stock 2,400,357 316,663
Common/Collective Trusts 930,354 586,773
Mutual Funds 530,675 -
Interest in Master Trust 1,339,591 -
Loans to participants 245,965 175,006
----------- -----------
Total investments 5,446,942 4,282,869
----------- -----------
Receivables:
Dividends and interest 87 384
Other - 96
----------- -----------
Total receivables 87 480
----------- -----------
Cash 12,415 41,029
----------- -----------
Total Assets 5,459,444 4,324,378
----------- -----------
Liabilities:
Accounts payable 14,580 3,359
Accrued administrative expenses 448 -
----------- -----------
Total Liabilities 15,028 3,359
----------- -----------
Net Assets Available for Benefits $ 5,444,416 $ 4,321,019
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
VIRGINIA NATURAL GAS, INC.
HOURLY SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
Additions:
Investment income:
Dividend $ 79,819
Interest 25,238
Net appreciation in fair value of investments 353,341
Master Trust dividends and interest 365,260
----------
Total investment income 823,658
----------
Contributions:
Participant (Note 1) 543,458
Participating company (Note 1) 221,496
----------
Total contributions 764,954
----------
Total additions 1,588,612
----------
Deductions:
Benefits paid to participants 210,111
----------
Total deductions 210,111
----------
Net increase before transfers 1,378,501
Transfer of participants' assets from the Plan to other plans 255,104
----------
Net increase 1,123,397
Net assets available for benefits:
Beginning of year 4,321,019
----------
End of year $5,444,416
==========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
VIRGINIA NATURAL GAS, INC.
HOURLY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Virginia Natural Gas, Inc. Hourly 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 and is the successor
-------
to the Virginia Power Hourly Employee Savings Plan, which was sponsored by
Virginia Electric and Power Company (a subsidiary of Dominion Resources,
Inc. (DRI). The employer is a wholly owned subsidiary of Consolidated
Natural Gas Company (the Company or CNG). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Employee and employer contributions are made pursuant to the terms of the
plan and are held in funds administered by the Trustees under two
declarations of trust, i.e., the Long-Term Thrift Trust and the Short-Term
Thrift Trust (the Trusts).
The Trusts are maintained in accordance with the Plan's provision to
provide for the custody and investment of employee and employer
contributions. They are administered by individual trustees (the Trustee)
who are appointed by and serve at the pleasure of the Company for a term of
three years. The Trustees are employed by and are officers of various
subsidiaries of the Company and serve without compensation from the Plan or
Trusts. Custody of Plan assets resides with Mellon Bank, N.A. who also
serves as the Plan's Trustee.
b. CONTRIBUTIONS - Under the Plan, participants may contribute not less
-------------
than 2% and not more than 16% (15% for participants with thirty or more
years of service) of their earnings each pay period, in increments of 1%.
If the participant elects that his employer make pretax contributions on
his behalf, such contributions cannot exceed 10%, in increments of 1%, of
his earnings each pay period subject to applicable Internal Revenue Code
(IRC) limitations.
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 employer
contributions. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's account.
Retired participants may elect to receive an amount equal to their vested
Long-Term Thrift Trust account balance either in a lump sum or in
installments. For terminations other than retirements, participants can
only receive their vested Long-Term Thrift Trust account balance as a lump
sum distribution. Upon termination and retirement, participants can only
receive their Short-Term Thrift Trust account balance as a lump sum
distribution.
6
<PAGE>
d. PARTICIPANTS - Each employee is eligible to participate in the Plan on
------------
an entirely voluntary basis. The participants in the Plan are union-
eligible hourly employees of Virginia Natural Gas, Inc. (the Employer).
Participation by an employee becomes effective immediately upon completion
and delivery to the Employer (or the Company) of an authorization form
furnished by the Employer.
e. VESTING - Participants immediately vest in their contributions and
-------
earnings thereon. Participants vest in the Employer's matching
contribution and related earnings based upon years of continuous service
and are fully vested after five years of credited service. The Employer's
matching contribution is based upon the participant's contribution rate and
length of service.
f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may
------------------
direct contributions in any option (except the loan fund) in 1% increments
totaling to 100%. Investment options are valued daily. 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. Prior to July 1, 1999, participants could invest in 1)
Company common stock, 2) General Investments Fund, 3) Conservative Balanced
Fund, 4) Moderate Balanced Fund and/or 5) Growth Balanced Fund. Effective
July 1, 1999, the Plan provides for employee and employer contributions to
be invested in the following:
Short-Term Thrift Trust
-----------------------
(1) Interest in CNG Master Trust:
CNG Short Term Money Market Fund - The Money Market Fund invests
primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate notes,
commercial paper, floating rate notes and repurchase agreements.
Long-Term Thrift Trust
----------------------
(1) Common Stock:
Dominion Resources, Inc. (Dominion) Stock Fund - All investments are in
Dominion common stock or cash equivalent investments for partial
shares. The fund became effective as of February 1, 2000.
(2) Interest in CNG Master Trust:
CNG Stock Fund - The fund invested primarily in shares of CNG common
stock. Participants purchased units of participation in the CNG Stock
Fund continuously or from funds transferred from other investment
options. Dividends on Company common stock held in the CNG Stock Fund
were invested in additional units of the CNG Stock Fund and credited to
participants' accounts. The fund ceased operations as of February 1,
2000.
Fixed Investment Stable Value Fund - The fund invests in group annuity
contracts with one or more insurance companies and other short term
fixed income securities. Investments under the contracts mature at
various intervals. The interest rates, credited daily to participants'
accounts, represent a composite of the income earned
7
<PAGE>
under the contracts with the insurance companies and the revenue earned
from short-term fixed income securities.
Diversified Equity Fund - The fund invests primarily in the common
stocks of large U.S. companies.
(3) Mutual Funds:
The Masterworks S&P 500 Index Fund - The fund invests proportionately
in all or nearly all of the stocks that are included in the Standard &
Poor's 500 Stock Index.
The Small Stock Fund - The fund invests in stocks of small to mid-sized
U.S. companies.
The International Equity Fund - The fund invests in stocks of companies
outside the U.S.
The Intermediate Bond Fund - The fund invests primarily in fixed income
securities of various maturities such as obligations of the U.S.
Government, corporate debt securities, mortgage and other asset-backed
securities and money market investments.
(4) Common/Collective Trusts:
The Conservative Balanced Fund, The Moderate Balanced Fund and the
Growth Balanced Fund - These funds are common/collective trusts and
each is designed to accomplish a specific investment objective. As
such, each fund has a different diversified mix of stock, bond and
short-term fixed income investments.
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 maximum loan amount is the lesser of:
. 3 months base pay or
. 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 bear fixed interest at a rate
commensurate with local prevailing rates at the time the loan is issued as
determined by the Trustees.
Participants make repayments to the Plan on a monthly basis. Loan
repayments, including interest, are deposited in the participant's account
and invested in accordance with the participant's then current investment
elections. Defaults 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
8
<PAGE>
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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. VALUATION OF INVESTMENTS:
------------------------
(1) Dominion Stock Fund - Investments in Dominion common stock are
stated at fair value based on the closing sales price reported on the
New York Stock Exchange on the last business day of the plan year.
(2) Investment in Consolidated Natural Gas Master Trust - The fair
value of the Plan's interest in the Master Trust is based on the
beginning of the year value of the Plan's interest in the Master Trust
plus actual contributions and allocated investment income less actual
distributions and allocated administrative expenses. Quoted market
prices are used to value investments in the Master Trust, with the
exception of the trust's investment in the Fixed Investment Stable
Value Fund.
Investments in the Fixed Investment Stable Value Fund are stated at
contract value, which approximates market value. Contract value
represents contributions and income earned in the fund, less
withdrawals. The fair market value of the contracts approximates the
contract value.
The CNG Stock Fund was stated at market value. Company common stock
was purchased for participants on the open market, directly from the
Company, and in certain circumstances, as shares or fractional shares
from terminating employees' Plan and Employee Stock Ownership Plan
accounts and other stockholders. Such shares or fractional shares were
allocated among the accounts of participants directing the Trustees to
purchase Company common stock.
(3) 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.
(4) 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 (or trust company) sponsoring such funds by
dividing the fund's net assets by its units outstanding at the
valuation dates.
b. INVESTMENT INCOME - Dividend income is recognized on the ex-dividend
-----------------
date. Dividends received on all shares of company stock are reinvested in
additional shares of Dominion common stock (previously in shares of CNG
common stock).
Diversified Equity Fund units of the Long-Term Thrift Trust are prorated
to participants based on the unit value calculated at the end of each day.
Realized gains and losses on the sale of investments are determined using
the average cost method.
Net investment income from mutual fund holdings includes dividend income
and realized and unrealized appreciation/depreciation.
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 accounting principles generally accepted in the United
States of America, requires management to make
9
<PAGE>
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.
f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets
----------------------------
available for benefits at June 30, 2000, are investments in Dominion
common stock amounting to approximately $2.4 million 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:
June 30,
2000 1999
Capital Guardian Growth Fund $ 546,007 $ -
Fixed Investment Stable Fund 1,141,485 1,057,924
Dominion Common Stock 2,400,357 -
S&P 500 Index Fund 437,098 -
CNG Stock Fund - 2,332,355
During July 1, 1999 through June 30, 2000, the Plan's investments
(including gains and losses on investments bought and sold, as well as
held during the year) appreciated in value by $353,341 as follows:
4. 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.
5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST
A portion of the Plan's investments are in a Master Trust which was
established for the investment of assets of the Plan and the thrift plans
of other subsidiaries of the Company. The assets of the Master Trust are
held by Mellon Bank, N.A., as Trustee of the fund. Each participating
thrift plan has an undivided interest in the Master Trust. The assets and
income, including net appreciation (depreciation) in fair value of plan
assets, are allocated to the participating plans based on each plan's
proportionate share of the units of participation held in the fund each
month. As of June 30, 2000 and 1999, the Plan's interest in the net assets
of the Master Trust was approximately .2% and 0%, respectively, with
varying interests in each of the funds.
10
<PAGE>
The following table presents the value of the undivided investments (and related
investment income) in the Master Trust.
June 30,
2000 1999
Diversified Equity Fund $ 81,833,579 $ 67,461,670
Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653
Short-Term Money Market Fund 5,748,098 4,418,433
CNG Stock Fund (Note 5b) - 333,954,519
------------ ------------
Total $544,960,097 $615,875,275
============ ============
2000 1999
Interest $ 23,074,768 $ 13,954,451
Dividends 12,629,671 11,490,054
Net appreciation in fair value
of investments 50,562,484 21,608,256
------------ ------------
Total $ 86,266,923 $ 47,052,761
============ ============
a) The Fixed Investment Stable Value Fund holds investments in an
interest bearing cash fund and in fully benefit-responsive insurance
investment contracts and separate investment accounts. Insurance
contracts and accounts are included in the financial statement at
contract value as reported by the various insurance companies.
Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses.
Participants may ordinarily direct the withdrawal or transfer of all
or a portion of their investment in this fund at contract value.
There are no reserves against contract values for credit risks of the
contract issuers or otherwise. The average yield and crediting
interest rates for the years ended June 30, 2000 and 1999 were
approximately 6.55% and 6.5%, respectively.
b) The CNG Stock Fund was replaced by the Dominion Stock Fund on February
1, 2000. The Dominion Stock Fund is not a part of the CNG Master
Trust.
6. TAX STATUS
The Plan is a qualified employees' profit sharing trust under Sections
401(a) and 401(k) of the IRC and, as such, is exempt from federal income
taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, 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 October 18, 1995 in
which the Internal Revenue Service stated that the Plan, as amended
through January 1, 1995 was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plan's
tax counsel believe that the Plan is currently designed and is currently
operating in compliance with the applicable requirements of the Internal
Revenue Code.
11
<PAGE>
7. MERGER OF CNG AND DOMINION
On February 12, 1999, CNG and Dominion announced that a definitive merger
agreement was approved by the Boards of Directors of both companies. On
May 11, 1999, CNG announced that its Board had unanimously approved an
amended and restated Agreement and Plan of Merger. The shareholders of
both the CNG and Dominion and all applicable state regulatory commissions
and federal regulatory agencies approved the merger.
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 shares for cash, 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 by the Trustee, Mellon Bank solicited elections from
participants with respect to shares of stock allocated to their accounts.
Effective with the completion of the merger, units of participation in the
CNG Stock Fund were converted to cash and shares of Dominion common stock
based upon participants' elections (subject to the terms of the merger
agreement). The fund was renamed the Dominion Stock Fund.
The merger was finalized on January 28, 2000 and results were posted to
participants' accounts on February 14, 2000.
8. SUBSEQUENT EVENT
On October 6, 2000, Virginia Natural Gas, Inc. was sold by Consolidated
Natural Gas Company (and its successor Dominion Resources, Inc.) to AGL
Resources, Inc. (AGL). Effective with the sale of VNG stock to AGL, all
assets in the Plan were transferred to AGL's thrift 401(k) plan.
12
<PAGE>
VIRGINIA NATURAL GAS, INC.
HOURLY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000
SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
--------------------------------------------------------------------------------
Current
---------------------------
Description Cost Value
Dominion Resources, Inc., Common Stock $2,269,639 $2,400,357
---------- ----------
Interest in CNG Master Trust
CNG Diversified Equity Fund 148,448 154,874
Money Market Fund 43,231 43,231
Fixed Investment Stable Value Fund 1,112,991 1,141,486
---------- ----------
1,304,670 1,339,591
---------- ----------
Common/Collective Trusts
EB Daily Liquidity Fund 15,430 15,430
Conservative Balanced Fund 92,558 99,493
Moderate Balanced Fund 237,809 269,424
Growth Balanced Fund 470,376 546,007
---------- ----------
816,173 930,354
---------- ----------
Mutual Funds
Masterworks S&P 500 Index Fund 427,980 437,098
Pimco Total Return Fund 9,249 9,273
T. Rowe Price International Income Stock Fund 39,569 42,109
One Group Small Stock Fund 39,266 42,195
---------- ----------
516,064 530,675
---------- ----------
Loans to Participants 245,965 245,965
---------- ----------
Total Assets Held for Investment $5,152,511 $5,446,942
========== ==========
13
<PAGE>
VIRGINIA NATURAL GAS, INC.
HOURLY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From Sales
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Single Transactions in Excess of Five Percent of Plan Assets
46,208.00 Dominion Res. Inc. Common Stock* $ - $ 1,868,536.00 $ -
518,255.56 EB Temporary Investment Fund $ - $ 518,255.56 $ -
Variable Rate 12/31/2099 DD 4/25/1997
560,268.77 EB Temporary Investment Fund $ - $ - $ 560,268.77
Variable Rate 12/31/2099 DD 4/25/1997
518,255.56 BSDT - Late Money Deposit Account $ - $ 518,255.56 $ -
Variable Rate DD 6/26/1997
518,255.56 BSDT - Late Money Deposit Account $ - $ - $ 518,255.56
Variable Rate DD 6/26/1997
</TABLE>
* A party-in-interest as defined by ERISA
14
<PAGE>
VIRGINIA NATURAL GAS, INC.
HOURLY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000
SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS - (continued)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares/ Security Transaction Cost of Proceeds
Par Value Description Expense Purchases From sales
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series of Transactions in Excess of Five Percent of Plan Assets
61,405.00 Dominion Res. Inc. Common Stock* $ - $ 2,488,209.36 $ -
4,700.00 Dominion Res. Inc. Common Stock* $ - $ - $ 191,088.66
17,957.12 Masterworks S&P 500 Index Fund $ - $ 456,304.58 $ -
Masterworks S&P 500 Index Fund $ - $ - $ 43,690.89
EB Temporary Investment Fund $ - $ - $ -
Variable Rate 12/31/2075 DD 4/25/1997 $ - $ 1,076,010.87 $ -
EB Temporary Investment Fund $ 1,060,581.04
Variable Rate 12/31/2075 DD 4/25/1997 $ - $ -
BSDT - Late Money Deposit Account $ - $ 972,992.12 $ -
BSDT - Late Money Deposit Account $ - $ - $ 959,705.05
8,633.02 CG Balanced Strategy Growth Fund $ - $ 218,438.65
2,644.10 CG Balanced Strategy Growth Fund $ - $ 70,234.15
</TABLE>
* A party-in-interest as defined by ERISA
15
<PAGE>
FORM 11-K
For the Fiscal Year Ended June 30, 2000
EXHIBIT INDEX
Exhibit Page
Exhibit 99 (i) Independent auditor's consent for the System Thrift Plan
of Consolidated Natural Gas Company and its participating
Subsidiaries for Employees who are not Represented by a
Recognized Union (filed herewith)
Exhibit 99(ii) Independent auditor's consent for the Thrift Plan of CNG
Transmission Corporation and Hope Gas, Inc. for Employees
Represented by the United Gas Workers Union, Local NO. 69 -
Division II, SEIU, AFL-CIO (filed herewith)
Exhibit 99(iii) Independent auditor's consent for the Thrift Plan of the
East Ohio Gas Company for Employees Represented by the
Natural Gas Workers Union, Local 555, SEIU, AFL-CIO
(filed herewith)
Exhibit 99(iv) Independent auditor's consent for the Thrift Plan of
Peoples Natural Gas Company for Employees Represented by
the United Gas Workers Union, Local 69 - Division I,
SEIU, AFL-CIO (filed herewith)
Exhibit 99(v) Independent auditor's consent for the Virginia Natural
Gas, Inc. Employee Savings Plan (filed herewith)
Exhibit 99(vi) Independent auditor's consent for the Virginia Natural
Gas, Inc. Hourly Savings Plan (filed herewith)
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