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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)*
PLD TELEKOM, INC.
----------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
69340T100
---------
(CUSIP Number)
Dominion Capital, Inc./Dominion Resources, Inc.; Attn: Daniel A. Hillsman
901 E. Byrd St; 10th Fl. West Twr.; Richmond, VA 23219; (804)775-5758
---------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 13, 1998
--------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. ( A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall no be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 69340T100 PAGE 2 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dominion Capital, Inc.
54-3480682
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Virginia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7 821,505 shares consisting of i) 671,505 shares owned
NUMBER OF of record by Capital, ii) 150,000 shares Capital may
acquire upon exercise of certain warrants
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 821,505 shares consisting of i) 671,505 shares owned
REPORTING of record by Capital, ii) 150,000 shares Capital may
acquire upon exercise of certain warrants
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
821,505
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 69340T100 PAGE 3 OF 12 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dominion Resources, Inc.
54-1229715
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Virginia
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
821,505 shares consisting of i) 671,505 shares owned
OWNED BY of record by Capital, ii) 150,000 shares Capital may
acquire upon exercise of certain warrants
EACH -----------------------------------------------------------
SOLE DISPOSITIVE POWER
REPORTING 9
0
PERSON
-----------------------------------------------------------
WITH SHARED DISPOSITIVE POWER
10
821,505 shares consisting of i) 671,505 shares owned
of record by Capital, ii) 150,000 shares Capital may
acquire upon exercise of certain warrants
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
12 Pursuant to rule 13d-4, Dominion Resources, Inc. disclaims beneficial
ownership of the shares benefically owned by Capital, its wholly-owned
subsidiary
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Page 4 of 12
Item 1. Security and Issuer
The statement on Schedule 13D relating to the Common Stock (the "Common Stock")
of PLD Telekom, Inc., a Delaware corporation, with its principal office at 680
5th Avenue, 24th Floor, New York, NY 10019, (the "Issuer"), filed on March 5,
1998, by Dominion Resources, Inc., a Virginia corporation ("Resources"), and
Dominion Capital, Inc., a Virginia corporation and wholly-owned subsidiary of
Resources ("Capital"), is hereby amended and supplemented as follows:
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Not applicable.
Item 5. Interest in Securities of the Issuer
The response to Item 5 (a)(b)(c)(e) is hereby amended and supplemented as
follows:
Prior to December of 1994 Capital acquired a second Warrant that is currently
exercisable into 50,000 shares of Common Stock; the first 1994 Warrant is
currently exercisable into 100,000 shares of Common Stock and the Preferred
Stock was converted into 1,110,000 shares of Common Stock in February of 1998.
In addition, Capital currently owns of record 671,505 shares of Common Stock.
Thus, based on the 671,505 shares of Common Stock owned of record by Capital and
giving effect to the potential acquisition by capital of i) 100,000 additional
shares of Common Stock for Canadian $14.50 per share upon exercise of the 1994
Warrant, and ii) 50,000 additional shares of Common Stock for Canadian $11.3125
per share upon exercise of the second 1994 Warrant, Capital beneficially own
821,505 shares of Common Stock, representing 2.6% of the outstanding shares of
Common Stock. Capital has the power to vote, or to direct the vote and to
dispose, or to direct the disposition, of 671,505 shares of Common Stock and
will acquire such power with respect to the remaining 150,000 shares when and as
it purchases such shares. To the best knowledge of Capital and Resources, no
director or executive officer of Capital or Resources beneficially owns any
shares of Common Stock. On June 17, 1994, in open market transactions, Capital
acquired 12,100 shares of Common Stock for an aggregate cash consideration of
$105,088.50, or $8.625 per share. On December 20, 1994, Capital bought 1,000,000
shares of Common Stock of the Issuer, through a public offering, for a total
consideration of $6,250,000. Through a series of open market transactions on the
NASDAQ exchange during the period of March 4, 1998 through April 1, 1998,
Capital disposed of 1,142,000 shares of Common Stock for an average price of
$7.2658 per share and an aggregate amount of $8,297,516.43. On March 13, 1998
Capital ceased to be the beneficial owner of more than five percent of the
outstanding shares of Common Stock.
<PAGE>
Page 5 of 12
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
No change.
Item 7. Material to be Filed as Exhibits
Appendix A List of Directors and Executive Officers of Capital and Resources
Exhibit 1 Signature Page
<PAGE>
Page 6 of 12
Appendix A.1
Unless otherwise noted, each of the executive officers and directors of Dominion
Capital, Inc., set forth below are United States Citizens.
Executive Officers and Directors of Capital
<TABLE>
<CAPTION>
Name Title Occupation & Address
- ---- ----- --------------------
<S> <C> <C>
John B. Bernhardt Director See Appendix A.2
Thos. E. Capps Chairman of the See Appendix A.2
Board
Thomas N. Chewning Director See Appendix A.2
Charles E. Coudriet Senior Vice President Senior Vice President of Capital
John W. Harris Director President and Managing Partner
The Harris Group
Rotunda Suite 175
4201 Congress St.
Charlotte, NC 28209
David L. Heavenridge Director See Appendix A.2
President and
Chief Executive Officer
Dennis W. Hedgepeth Vice President and Vice President and
Treasurer Treasurer of Capital
Daniel A. Hillsman, Jr. Vice President Vice President of Capital
Hayden D. McMillian Senior Vice President Senior Vice President
and CFO and CFO of Capital
Mark P. Mikuta Vice President and Vice President and
Controller Controller of Capital
</TABLE>
<PAGE>
Page 7 of 12
Henry C. Riely Corporate Secretary Corporate Secretary of
Capital
William T. Roos Director See Appendix A.2
Frank S. Royal Director See Appendix A.2
S. Dallas Simmons Director See Appendix A.2
David A. Wollard Director Retired
2019 East 3rd Avenue
Denver, CO 80206
Randolph W. Wyckoff Senior Vice President Senior Vice President of
Capital
The business address of Messrs. Capps, Chewning, Coudriet, Heavenridge,
Hedgepeth, Hillsman, McMillian, Mikuta, Riely and Wyckoff is 901 East Byrd
Street, Richmond, VA 23219. The respective business addresses of Messrs.
Bernhardt, Roos, Royal, and Simmons are set forth under "Occupation and Address"
on Appendix A.2. The respective business addresses of the remaining executive
officers and directors of Capital are set forth under "Occupation & Address" on
Appendix A.1.
<PAGE>
Page 8 of 12
Appendix A.2
Executive Officers and Directors of Resources
Unless otherwise noted, each of the executive officers and directors of Dominion
Resources, Inc., set forth below, are United State Citizens.
Name Title Occupation & Address
- ---- ----- --------------------
John B. Adams Director President and Chief Executive
Officer
The Bowman Companies
One Bowman Drive
Fredericksburg, VA 22408
Norman B. M. Askew Executive Vice President and
President Chief Executive Officer
Virginia Electric and
Power Company
P.O. Box 26666
Richmond, VA 23261
British Citizen
John B. Bernhardt Director Managing Director,
Bernhardt/Gibson Financial
Opportunities
11817 Canon Boulevard
Suite 502
Newport News, VA 23606
a financial services firm
Thos. E. Capps Chairman, Chairman,
President and President and
CEO CEO of Resources
Thomas N. Chewning Executive Vice Executive Vice President
President of Resources
Thomas F. Farrell, II Senior Vice President Senior Vice President
of Corporate Affairs of Corporate Affairs
of Resources
<PAGE>
Page 9 of 12
William C. Hall, Jr. Assistant Vice Assistant Vice President
President Corporate Corporate Communications
Communications of Resources
David L. Heavenridge Executive Vice President President and
CEO of Capital
G. Scott Hetzer Vice President and Vice President and
Treasurer Treasurer of Resources
Karen E. Hunter Assistant Vice President Assistant Vice President
Financial Planning Financial Planning of
Resources
Benjamin J. Lambert, III Director Optometrist
904 North First Street
Richmond, VA 23219
Richard L. Leatherwood Director Former President and
Chief Executive Officer
CSX Equipment
3805 Greenway
Baltimore, MD 21218
Harvey L. Lindsay, Jr. Director Chairman and
Chief Executive Officer
Harvey Lindsay Commercial
Real Estate
Dominion Tower, Suite 1400
999 Waterside Drive
Norfolk, VA 23510
William S. Mistr Vice President Vice President of Resources
Kenneth A. Randall Director Corporate Director of
Various Public Companies
6 Whittaker's Mill
Williamsburg, VA 23185
Edgar M. Roach, Jr. Executive Vice President Executive Vice President
and CFO and CFO of Resources
<PAGE>
Page 10 of 12
William T. Roos Director Retired
President
Penn Luggage, Inc.
2820 Build America Drive
Hampton, VA 23666
Frank S. Royal Director Physician
East End Medical Building
1122 North 25th Street
Suite A
Richmond, VA 23223
Judith W. Sack Director Senior Advisor
Morgan Stanley & Co., Inc.
1585 Broadway
14th Floor
New York, NY 10036
S. Dallas Simmons Director President
Virginia Union University
1500 North Lombardy Street
Richmond, VA 23220
Robert H. Spilman Director Chairman of the Board and
Chief Executive Officer
Bassett Furniture
Industries, Inc.
245 Main Street
P.O. Box 626
Bassett, VA 24055
James F. Stutts Vice President and Vice President and
General Counsel General Counsel of
Resources
James L. Trueheart Vice President Vice President and
and Controller Controller of Resources
<PAGE>
Page 11 of 12
Patricia A. Wilkerson Corporate Secretary Corporate Secretary of
Resources
Fred G. Wood, III Assistant Vice President Assistant Vice President
Investor Relations Investor Relations of
Resources
The business address of Messrs. Capps, Chewning, Farrell, Hall, Heavenridge,
Hetzer, Hunter, Mistr, Roach, Stutts, Trueheart, Wilkerson, and Wood is 901 East
Byrd Street, Richmond, VA 23219. The respective business addresses of the
remaining executive officers and directors of Resources are set forth under
"Occupation & Address" on Appendix A.2.
<PAGE>
Page 12 of 12
Exhibit 1
Signatures
After reasonable inquiry and to the best of our knowledge and belief, we the
undersigned certify that the information set forth in this statement is true,
complete, and correct.
April 6, 1998 Dominion Capital, Inc.
Date
By: /s/ Daniel A. Hillsman, Jr.
-----------------------------------
Name: Daniel A. Hillsman, Jr.
Title: Vice President - Administration
April 6, 1998 Dominion Resources, Inc.
Date
By: /s/ James L. Trueheart
-----------------------------------
Name: James L. Trueheart
Title: Vice President and Controller
