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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: January 9, 2001
(Date of earliest event reported)
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
Virginia 001-08489 54-1229715
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
120 Tredegar Street
Richmond, Virginia 23219-3932
(804) 819-2000
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On January 9, 2001, Dominion Resources, Inc. (the Company) and Dominion
Resources Capital Trust III (Trust III) entered into an underwriting agreement
(the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated, as Representatives of the
Underwriters named in the Underwriting Agreement, for the sale of 250,000 8.4%
Capital Securities (Liquidation Amount $1,000 per Capital Security) of Trust
III. Such Capital Securities are a portion of the $4.5 billion aggregate
principal amount of securities that were registered by the Company, Dominion
Resources Capital Trust II and Trust III pursuant to a registration statement on
Form S-3 under Rule 415 under the Securities Act of 1933, as amended, which
registration statement was declared effective on January 6, 2000 (File No. 333-
93187) (the Registration Statement). A copy of the Underwriting Agreement
including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.
Copies of the instruments defining the rights of the holders of the Capital
Securities, are filed as Exhibits 4.1 through 4.8 to this Form 8-K.
On January 10, 2001, Dominion Resources, Inc. (the Company) and Dominion
Resources Capital Trust II (Trust II) entered into an underwriting agreement
(the Second Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated, as Representatives of the
Underwriters named in the Second Underwriting Agreement, for the sale of
12,000,000 8.4% Trust Preferred Securities (Liquidation Amount $25 per Trust
Preferred Security) of Trust II. Such Trust Preferred Securities are a portion
of the $4.5 billion aggregate principal amount of securities that were
registered by the Company, Trust II and Trust III pursuant to the Registration
Statement. A copy of the Second Underwriting Agreement including exhibits
thereto, is filed as Exhibit 1.2 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
1.1 Underwriting Agreement, dated January 9, 2001, between the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated., as Representatives of the Underwriters named in the
Underwriting Agreement (filed herewith)
1.2 Underwriting Agreement, dated January 10, 2001, between the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated., as Representatives of the Underwriters named in the
Underwriting Agreement (filed herewith)
4.1 Certificate of Trust of Trust III (incorporated herein by reference to
Exhibit 4(xi) of the Registration Statement)
4.2 Trust Agreement of Trust III (incorporated herein by reference to Exhibit
4(xii) of the Registration Statement)
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4.3 Form of Amended and Restated Trust Agreement of Trust III (filed herewith)
4.4 Form of Certificate Evidencing the 8.4% Capital Securities (contained in
Exhibit A to the Amended and Restated Trust Agreement of Trust III, the
form of which is filed as Exhibit 4.3 hereto)
4.5 Junior Subordinated Indenture dated as of December 1, 1997 between the
Company and The Chase Manhattan Bank, as trustee (incorporated by reference
to Exhibit 4(iv) to the Registration Statement)
4.6 Form of Second Supplemental Indenture to Junior Subordinated Indenture
(filed herewith)
4.7 Form of 8.4% Junior Subordinated Debenture (contained in Exhibit A to the
Second Supplemental Indenture, the form of which is filed as Exhibit 4.6
hereto)
4.8 Form of Capital Securities Guarantee Agreement (filed herewith)
4.9 Certificate of Trust of Trust II (incorporated herein by reference to
Exhibit 4(ix) of the Registration Statement)
4.10 Trust Agreement of Trust II (incorporated herein by reference to Exhibit
4(x) of the Registration Statement)
4.11 Form of Amended and Restated Trust Agreement of Trust II (filed herewith)
4.12 Form of Certificate Evidencing the 8.4% Trust Preferred Securities
(contained in Exhibit A to the Amended and Restated Trust Agreement of
Trust II, the form of which is filed as Exhibit 4.11 hereto)
4.13 Form of Third Supplemental Indenture to Junior Subordinated Indenture
(filed herewith)
4.14 Form of 8.4% Junior Subordinated Debenture (contained in Exhibit A to the
Third Supplemental Indenture, the form of which is filed as Exhibit 4.13
hereto)
4.15 Form of Trust Preferred Securities Guarantee Agreement (filed herewith)
8.1 Tax opinion of McGuireWoods LLP with respect to the Capital Securities
(filed herewith).
8.2 Tax opinion of McGuireWoods LLP with respect to the Preferred Securities
(filed herewith).
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12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Company's Current Report on Form 8-K, dated
October 12, 2000 (File No. 001-08489).
23.1 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit
8.1.
23.2 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit
8.2.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DOMINION RESOURCES, INC.
Registrant
/s/ James P. Carney
Name: James P. Carney
Title: Assistant Treasurer
Date: January 12, 2001
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EXHIBIT INDEX
1.1 Underwriting Agreement, dated January 9, 2001, between the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated., as Representatives of the Underwriters named in the
Underwriting Agreement (filed herewith)
1.2 Underwriting Agreement, dated January 10, 2001, between the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated., as Representatives of the Underwriters named in the
Underwriting Agreement (filed herewith)
4.1 Certificate of Trust of Trust III (incorporated herein by reference to
Exhibit 4(xi) of the Registration Statement)
4.2 Trust Agreement of Trust III (incorporated herein by reference to Exhibit
4(xii) of the Registration Statement)
4.3 Form of Amended and Restated Trust Agreement of Trust III (filed herewith)
4.4 Form of Certificate Evidencing the 8.4% Capital Securities (contained in
Exhibit A to the Amended and Restated Trust Agreement of Trust III, the
form of which is filed as Exhibit 4.3 hereto)
4.5 Junior Subordinated Indenture dated as of December 1, 1997 between the
Company and The Chase Manhattan Bank, as trustee (incorporated by reference
to Exhibit 4(iv) to the Registration Statement)
4.6 Form of Second Supplemental Indenture to Junior Subordinated Indenture
(filed herewith)
4.7 Form of 8.4% Junior Subordinated Debenture (contained in Exhibit A to the
Second Supplemental Indenture, the form of which is filed as Exhibit 4.6
hereto)
4.8 Form of Capital Securities Guarantee Agreement (filed herewith)
4.9 Certificate of Trust of Trust II (incorporated herein by reference to
Exhibit 4(ix) of the Registration Statement)
4.10 Trust Agreement of Trust II (incorporated herein by reference to Exhibit
4(x) of the Registration Statement)
4.11 Form of Amended and Restated Trust Agreement of Trust II (filed herewith)
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4.12 Form of Certificate Evidencing the 8.4% Trust Preferred Securities
(contained in Exhibit A to the Amended and Restated Trust Agreement of
Trust II, the form of which is filed as Exhibit 4.11 hereto)
4.13 Form of Third Supplemental Indenture to Junior Subordinated Indenture
(filed herewith)
4.14 Form of 8.4% Junior Subordinated Debenture (contained in Exhibit A to the
Third Supplemental Indenture, the form of which is filed as Exhibit 4.13
hereto)
4.15 Form of Trust Preferred Securities Guarantee Agreement (filed herewith)
8.1 Tax opinion of McGuireWoods LLP with respect to the Capital Securities
(filed herewith).
8.2 Tax opinion of McGuireWoods LLP with respect to the Preferred Securities
(filed herewith).
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Company's Current Report on Form 8-K, dated
October 12,2000 (File No. 001-08489).
23.1 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit
8.1.
23.2 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit
8.2.
