UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the Calendar Quarter Ended March 31, 2001
Dominion Resources, Inc.
(Name of registered holding company)
120 Tredegar Street
Richmond, Virginia 23219
(Address of principal executive offices)
Table of Contents
Page
____
Item 1. Organization Chart 2
Item 2. Issuance and Renewals of Securities
and Capital Contributions 3
Item 3. Associate Transactions 4
Item 4. Summary of Aggregate Investment 6
Item 5. Other Investments 7
Item 6. Financial Statements and Exhibits 7
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ITEM 1 - ORGANIZATION CHART
Name of Energy or Date of State of %of voting Nature
Reporting Gas Related Organiz- Incorpor- Securities of
Company Company ation ation Held Business
_________ ___________ ________ _________ __________ ________
Dominion Resources,
Inc. ("DRI")
Dominion Energy,
Inc.("DEI")(a)
Dominion Energy Energy 2/22/00 Virginia 100% by (b)
Direct Sales, Related DEI
Inc.("DEDS")
Dominion Energy Energy 9/21/00 Virginia 100% by (c)
Exchange, Inc. Related DEI
("DEE")
Dominion Alliance Energy 11/21/00 Delaware 100% by (d)
Holding, Inc. Related DRI
("DAH") (new)
(a) DEI is a wholly-owned subsidiary of DRI, which became a registered
holding company subsequent to the merger of Consolidated Natural
Gas Company ("CNG") into a wholly-owned subsidiary of DRI on
January 28, 2000.
(b) DEDS engages in the business of providing energy services, including
retail sales of electricity and gas to commercial and industrial
users, engineering, consulting and construction activities and other
energy related services.
(c) DEE was formed to invest in EIP Holdings, LLC ("EIP") which owns
66.34% of TradeSpark, LP, an electronic and telephonic marketplace for
transactions in natural gas, electricity, coal, sulfur dioxide and
nitrogen dioxide emissions allowances and weather financial products.
EIP, which is a Delaware limited liability company, was formed on
March 29, 2000. DEE's voting rights in EIP cannot exceed 9.9% unless
(i) its economic interest is less than 10% or (ii) it elects to
increase its voting rights to equal its economic interest.
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(d) DAH was formed to hold an investment in Bridgeco, a non-consolidated
company that will develop the infrastructure necessary to operate a
regional transmission organization ("RTO"). Virginia Electric and
Power Company, a wholly owned subsidiary of DRI ("Virginia Power"),
will be a participant in the RTO.
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Company Company
Contributing Receiving Type and Amount of
Capital Capital Capital Infusion
____________ _________ __________________
DEI DEDS (e)
DEI DEE (f)
DRI DAH $1,000 in return for 100
shares of no par common stock
(e) During the reporting period DEDS received intercompany advances from
DEI. During the quarter DEDS received $24,339,933 in such advances
and made repayments of advances in the amount of $2,758,633.
(f) $2,499,000 million was initially characterized as a capital contribution
by DEI in the form on an investment in EIP initially paid for by DEI for
the benefit of DEE. The amount has been converted into an intercompany
advance.
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ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of
Associate Companies
Reporting Associate
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs or Amount
Service Service(g) Rendered Charged Charged Capital Billed
_________ _________ ________ _______ ________ _______ ______
DEDS Evantage Project $233,468 $374,433 0 $607,901
Division Management,
of Virginia Engineering,
Power Marketing
(g) All services are being provided at cost and are being billed (with the
exception of certain direct billings) through Dominion Resources
Services, Inc. As per Rules 80 and 81, energy purchases are not
reported hereunder.
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Part II - Transactions Performed by Associate Companies on Behalf of
Reporting Companies
Associate Reporting
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs of Amount
Services Service Rendered Charged Charged Capital Billed
_________ _________ ________ ________ ________ _______ ________
Evantage DEDS(h) Project $32,614 $10,022 0 $42,636
Division Management,
of Virginia Engineering,
Power Marketing
(h) DEDS also receives services from Dominion Resources Services, Inc.
which are billed through DEDS' immediate parent, DEI. Such services
are billed pursuant to DEI's standard at-cost service agreement with
Dominion Resources Services, Inc. Information with respect to
transactions under such agreements is not provided in this report, but
will be provided in Form U-13-60.
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ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (in thousands):
Total consolidated capitalization
of DRI as of March 31, 2001 $20,213,930 Line 1
Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15) 3,032,090 Line 2
Greater of $50 million or line 2 3,032,090 Line 3
Total current aggregate investment:
(categorized by major line of
energy-related business) 39,163 Line 4
Difference between the greater of $50
million or 15% of capitalization and
the total aggregate investment of the
registered holding system
(line 3 less line 4) 2,992,927
Investments in gas-related companies
(in thousands):
Total current aggregate investment: None(i)
(categorized by major line of
gas-related business)
(i) CNG, which is registered as a holding company solely by reason of
ownership of voting securities of gas utility companies, has a gas-
related company which is covered by a Form U-9C-3 filed by CNG.
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ITEM 5 - OTHER INVESTMENTS
Major Line of Other Invest- Other Invest- Reason for
Energy-Related ment in Last ment in this Difference in
Business U-9C-3 Report U-9C-3 Report Other Investment
______________ _____________ _____________ ________________
None
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
Balance sheet as of March 31, 2001 and income statement for the three
months ending March 31, 2001 of DEDS.
(Filed under confidential treatment pursuant to Rule 104(b))
Balance sheet as of March 31, 2001 of DEE. No income statement of DEE
is filed since it has had no business activity during the quarter.
(Filed under confidential treatment pursuant to Rule 104(b))
Balance sheet as of March 31, 2001 of DAH. No income statement of DAH
is filed since it has had no business activity during the quarter.
(filed under confidential treatment pursuant to Rule 104(b))
B. Exhibits
The certificate as to filing with interested state commissions is
attached hereto as Exhibit B.
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SIGNATURE
The undersigned registered holding company has duly caused this
quarterly report to be signed on its behalf by the undersigned attorney
thereunto duly authorized pursuant to the requirements of the Public
Utility Holding Company Act of 1935.
DOMINION RESOURCES, INC.
By: N. F. Chandler
Its Attorney
May 30, 2001
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Exhibit B
CERTIFICATE
The undersigned certifies that he is the duly designated and acting
attorney of Dominion Resources, Inc., a Virginia corporation ("DRI") and
that:
DRI's Quarterly Report on Form U-9C-3 filed pursuant to Rule 58 for
the quarter ended December 31, 2000 was filed with each state commission
having jurisdiction over the retail rates of the public utility companies
that are associate companies of any of the reporting companies.
The names and addresses of such state utility commissions are:
Utilities Department
Public Utility Commission of Ohio
180 Broad Street
Columbus, OH 43266-0573
Executive Secretary
West Virginia Public Service Commission
201 Brooks Street
Charleston, WV 25301
Secretary
Pennsylvania Public Utility Commission
North Office Building
Commonwealth Avenue and North Street
Harrisburg, PA 17101
General Counsel
Virginia State Corporation Commission
1300 East Main Street
10th Floor
Richmond, VA 23219
Chief Clerk
North Carolina Utilities Commission
4325 Mail Service Center
Raleigh, North Carolina 27699-4325
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IN WITNESS WHEREOF, I have hereunto set my hand as of the 30th day of
May, 2001.
N. F. Chandler
Attorney for
Dominion Resources, Inc.
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