SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 8
Richmond, Virginia :
:
File Nos. 70-9517 : TRANSACTIONS
70-9555 : DURING PERIOD
70-9679 :
:
(Public Utility Holding Company Act of 1935) : October 1, 2001
: through
: December 31, 2001
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
Dominion Resources, Inc., a Virginia corporation and
registered holding company ("Dominion"), hereby submits the
following Certificate of Notification pursuant to Rule 24.
By order dated December 15, 1999 (HCAR No. 27112) (the
"Initial Financing Order") in the proceedings at File No. 70-
9517, the Securities and Exchange Commission ("Commission")
permitted the Application-Declaration of Dominion and
Consolidated Natural Gas Company ("Old CNG"), to become
effective. Concurrently, by order dated December 15, 1999 (HCAR
No. 27113), the Commission authorized the merger (the "Merger")
of Old CNG into a wholly-owned subsidiary of Dominion, which
subsidiary as the survivor of the merger changed its name to
Consolidated Natural Gas Company ("CNG"). The Merger was
consummated on January 28, 2000. The Initial Financing Order
authorized post-Merger financings for Dominion and CNG, and
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requires the filing by Dominion of certain certificates of
notification pursuant to Rule 24.
By Commission order dated May 24, 2001 (HCAR No. 27406) (the
"Second Financing Order") in the proceedings at File No. 70-9555,
the financing authorizations of Dominion and its subsidiaries
given in the Initial Financing Order were enhanced and extended.
By Commission order dated October 5, 2000 (HCAR No. 27242)
(the "Restructuring Order") in the proceeding at File No. 70-
9679, Dominion was authorized to reorganize and restructure its
existing nonutility interests along business and functional
lines, using one of several business organizations.
By Commission order dated December 28, 2001 (HCAR No. 27485)
in the proceeding at File No. 70-9555, an increase to Dominion's
EWG investment limit was approved (the "December 28, 2001
Order").
This certificate provides information with respect to
transactions occurring under the Initial Financing Order, the
Second Financing Order, the Restructuring Order and the December
28, 2001 Order during the fourth quarter of 2001 with respect to
Dominion and its subsidiaries, including Dominion Energy, Inc.
("DEI"), Dominion Capital, Inc. ("DCI"), and Virginia Electric
and Power Company ("Virginia Power").
2
Rule 52 transactions occurring during the quarter, if any,
are reported on Forms U-6B-2 filed as exhibits to this
certificate.
I. EWG/FUCO Investments
A. As determined pursuant to the December 28, 2001 Order, the
Modified Rule 53 Test applicable to Dominion's investments in
EWGs and FUCOs is $4,500 million. At December 31, 2001,
Dominion's "aggregate investment"(as defined in Rule 53(a) under
PUHCA) in all EWGs and FUCOs was approximately $1,846.9 million
and "consolidated retained earnings" (as defined in Rule
53(a)under the PUHCA) was approximately $1,048.3 million.
Accordingly, at December 31, 2001, Dominion's remaining
investment capacity under the Modified Rule 53 Test was
approximately $3,701.4 million.
B. Pursuant to a request for confidential treatment under Rule
104(b) of PUHCA, Dominion is concurrently filing in paper format
as Exhibit A, certain information concerning the aggregate
investment by EWG/FUCO Project.
C. At December 31, 2001, Dominion's consolidated capitalization
ratio was: debt 60.8%, common equity 33.2%, and preferred
securities of subsidiaries of 6.0%. (For these purposes,
"consolidated debt" means all long-term debt, long-term debt due
within one year, notes payable and other short-term obligations,
3
including any short-term debt and non-recourse debt of EWG/FUCO
Projects, to the extent normally consolidated under applicable
financial reporting rules).
D. At December 31, 2001, the market-to-book ratio of Dominion's
common stock was 1.9 to 1.
E. In the fourth quarter of 2001, Dominion invested or committed
to invest in EWG's or FUCO's that count against the Modified Rule
53 Test. See such investments indicated by "new" in Exhibit A
filed in paper format.
F. Pursuant to a request for confidential treatment under Rule
104(b) of PUHCA, Dominion is concurrently filing in paper format
as Exhibit A, total earnings growth by EWG and FUCO Project in
the fourth quarter.
G. Pursuant to a request for confidential treatment under Rule
104(b) of PUHCA, Dominion is concurrently filing in paper format
as Exhibit A, net income and revenues of Dominion's EWG and FUCO
Projects for the twelve months ending December 31, 2001.
II. FINANCING BY DOMINION
A. Sale of Dominion Common Stock
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1. Sales to Plans
Dominion issued and sold the following shares of its
common stock during the reporting period.
Number of Dollar Values
Shares (Thousands)
____________ _____________
Dominion Direct Investment
Plan 572,890 $34,007
Employee Savings Plan 292,164 17,179
2. Public Offerings
None.
B. Short Term Debt
During the period, Dominion and Virginia Power issued
and sold commercial paper. The maximum principal amount
of each such company's commercial paper outstanding at
any time during this period and the principal amount of
commercial paper of each company outstanding on December
31, 2001 were as follows.
Maximum Principal Amount
Outstanding as of 12/31/01
(thousands) (thousands)
___________ ________________
Dominion $647,580 $647,580
Virginia Power 435,900 435,900
On May 31, 2001, Dominion, Virginia Power and CNG
entered into a 364 day credit facility agreement with a
consortium of 22 banks. The credit agreement allows
5
aggregate borrowings by Dominion, Virginia Power and CNG
up to $1.75 billion. In addition, a multi-year facility
allows aggregate borrowings by Dominion, Virginia Power
and CNG up to $300 million. Subject to the maximum
aggregate limit of $2.05 billion, Virginia Power and CNG
may borrow up to the full commitment and Dominion may
borrow up to $700.75 million. Although Virginia Power
and CNG each have access to the full $2.05 billion, they
will operate within internally allocated limits of $500
million and $850 million, respectively. No borrowings
were made under the credit agreements during the quarter.
C. Long-Term Debt
None.
D. Interest Rate Swaps
On October 4, 2001, Dominion's service company subsidiary,
Dominion Resources Services, Inc. ("DRS") executed an
interest rate swap with First Union Bank (now Wachovia
Securities)in the original notional amount of $856,896.23
as a hedge to synthetically convert lease payments to a
fixed rate. The swap terms allow monthly additions to the
notional amount by DRS, provided that the maximum notional
amount does not exceed $25,650,000. On September 9,
2003, the notional amount will increase to $105,000,000
with no other change in terms. The swap matures on
September 28, 2006. The financial terms of the swap are
being filed under separate cover under a claim of
confidential treatment pursuant to Rule 104(b).
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III. EQUITY INVESTMENTS IN, AND GUARANTIES AND OTHER CREDIT
SUPPORT BY DOMINION FOR OR ON BEHALF OF DEI, DCI AND/OR THEIR
SUBSIDIARIES
A. Equity Investments
There were no equity investments by Dominion in DEI,
DCI and/or their subsidiaries during the period.
B. Guaranties and Other Credit Support
Dominion has issued guaranties to various third party
creditors in relation to repayment of debt by certain of
its subsidiaries and in relation to electric power or gas
purchases or delivery performances of its subsidiaries.
The estimated total outstanding exposure on these
guaranties as of December 31, 2001 is approximately $3.3
billion, and the subsidiaries' debt subject to such
guaranties totaled $1.1 billion.
IV. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
On November 19, 2001, Virginia Power issued $120,000,000
aggregate principal amount of Medium Term Notes, Series G03-
Floating Rate ("Notes") in a public offering through Lehman
Brothers, Inc. as agent. The net proceeds to Virginia Power
7
after the agent's discount or commission of $300,000 was
$119,700,000. The Notes have a stated maturity date of December
16, 2003.
The Notes carry interest at LIBOR plus 50 basis points. The
initial interest rate was set at 2.60% per annum and is reset
every three months. The Notes were offered and sold to the
public pursuant to a prospectus supplement dated November 14,
2001, to Virginia Power's shelf registration statement at File
No. 333-76155. The registration statement, effective April 30,
1999, the base Rule 424(b) prospectus and the prospectus
supplement are hereby incorporated by reference.
The net proceeds were used to meet a portion of general
capital requirements or the refinancing of other outstanding
debt.
Virginia Power executed a swap agreement on November 19,
2001, as a hedge to synthetically convert the $120 million
notional amount of these variable rate notes to fixed rate debt.
The swap matures on December 16, 2003. The financial terms of
the swap are being filed under separate cover under a claim of
confidential treatment pursuant to Rule 104(b).
V. RULE 52 TRANSACTIONS BY DOMINION CANADA FINANCE COMPANY
On December 18, 2001, Dominion Canada Finance Company (DCFC)
issued Canadian $160,000,000 aggregate principal amount of Medium
Term Notes, Series 01-A Fixed Rate ("Notes") in a Canadian public
offering through Scotia Capital Inc., BMO Nesbit Burns Inc. and
CIBC World Markets, Inc. as agents. The net proceeds to DCFC
8
after the agents' discounts or commissions of $560,000 was
$159,440,000. The Notes have a stated maturity date of December
18, 2006. On December 21, 2001, DCFC reopened the security and
issued an additional Canadian $25,000,000 aggregate principal
amount of Notes through the above agents. The net proceeds to
DCFC after the agents' discounts or commissions of $87,500 was
$24,912,250 plus accrued interest of $12,534.25 from the original
issue date of December 18, 2001.
The Notes carry interest at a fixed rate of 6.10%. The
Notes were offered as a public offering in all provinces in
Canada, and were guaranteed by Dominion. The Notes are not
eligible for sale to Qualified Institutional Buyers in the United
States pursuant to the registration exemptions provided by Rule
144A of the Securities Act of 1933. The net proceeds were added
to the general funds of either Dominion or Dominion Canada and
will be loaned to or otherwise invested in subsidiaries of the
Guarantor for the purpose of reducing outstanding indebtedness of
those subsidiaries or for the general corporate purposes of those
subsidiaries.
VI. RESTRUCTURING OF NONUTILITY INTERESTS
From time to time Dominion Exploration & Production, Inc.
("DEPI") may enter into a standard form of farm-out agreement
with Dominion Transmission, Inc. ("DTI") with respect to leases
owned by DTI. DEPI pursuant to the agreements would acquire the
right to drill wells on lands covered by leases owned by DTI.
9
DTI, to the extent DEPI has completed wells under the agreement,
is obligated to assign to DEPI the rights to the wells and
associated leases following request by DEPI. To the extent such
lease interests may be considered an interest in a business, the
assignment of the leases from DTI to DEPI would be a
restructuring of nonutility interests within the Dominion system
pursuant to the Restructuring Order.
As part of the aproved program of simplification of non-
utility business holdings, Dominion Appalachian Development, Inc.
assigned its interests in certain oil and natural gas wells to
DEPI effective October 1, 2001. The effect of this assignment is
to simplify accounting for the assets where overlapping interests
had previously been held by the parties.
VII. EXHIBITS
A. Financial Information regarding the aggregate investment
by Dominion in EWG/FUCO projects. (Filed under confidential
treatment pursuant to Rule 104(b)).
B. Financial terms of swap agreement executed by Virginia
Power on November 19, 2001 and interest rate swap executed by
DRS on October 4, 2001. (Filed under confidential treatment
pursuant to Rule 104(b)).
C. Joint Form U-6B-2 for Dominion Energy, Inc., Dominion
Resources Services, Inc., Dominion Capital, Inc., Dominion
Telecom Services, Inc., Dominion Cogen WV, Inc., Kincaid
Generation, LLC, Dominion Nuclear, Inc., Dominion Energy Services
Company, Inc., Dominion Reserves, Inc., Dominion Energy Direct Sales,
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Inc., Dominion Metering Services, Inc. and Dominion Alliance
Holding, Inc. for Rule 52 transactions reported in Dominion's
Form U-9C-3 for the quarter.
D. Form U-6B-2 for Virginia Power sale of Series G03 Medium
Term Notes due December 16, 2003.
E. Form U-6B-2 for Dominion Canada Finance Company Sale of
Medium Term Notes due December 18, 2006.
SIGNATURE
The undersigned registered holding company has duly caused
this quarterly Rule 24 Certificate of Notification to be signed
on its behalf by its attorney subscribing below duly authorized
pursuant to the Public Utility Holding Company Act of 1935.
DOMINION RESOURCES, INC.
By James F. Stutts
Its Attorney
Dated March 28, 2002
11
EXHIBIT C
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
Dominion Energy, Inc. ("DEI")
Dominion Resource Services, Inc. ("DRS")
Dominion Capital, Inc. ("DCI")
Dominion Alliance Holding, Inc. ("DAH")
Dominion Metering Services, Inc. ("DMS")
Dominion Telecom Services, Inc. ("DTSI")
Dominion Energy Direct Sales, Inc. ("DEDS")
Dominion Cogen WV, Inc. ("Cogen")
Kincaid Generation, LLC ("Kincaid")
Dominion Nuclear, Inc. ("DNI")
Dominion Energy Services Company, Inc. ("DESCO")
Dominion Reserves, Inc. ("DRV")
This certificate is notice that the above named companies
have issued, renewed or guaranteed the security or securities
described herein which issue, renewal or guaranty was
exempted from the provisions of Section 6(a) of the Act and
was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule
U-48.
1. Type of the security or securities:
Evidence of indebtedness for Advances ("Advances").
2. Issue, renewal or guaranty:
Issue by book entry.
3. Principal amount of each security:
Funds are borrowed and/or repaid daily as cash needs
indicate.
4. Rate of interest per annum of each security:
The annual interest rate on the Advances mirrors that of
the lending company on its indebtedness.
5. Date of issue, renewal or guaranty of security:
Borrowings are made on a daily basis and reported at the
end of the quarter.
6. If renewal of security, give date of original issue:
Borrowings are made on a daily basis and reported at the
end of the quarter. See Schedule 1.
7. Date of maturity of each security:
Open account.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
See Schedule 1.
9. Collateral given with each security, if any:
None.
10. Consideration received for each security:
None, other than interest accrued.
11. Application of proceeds of each security:
To provide working capital.
12. The issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of the
provisions contained in any rule of the Commission other
than Rule U-48.
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which indicate
that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity
of nine months or less, exclusive of days of grace, as to
which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and
par value of the other securities of such company then
outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as
maturing in not more than nine months for purposes of the
exemption from Section 6(a) of the Act granted by the
first sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth sentence
of Section 6(b), name the security outstanding on January
1, 1935, pursuant to the terms of which the security or
securities herein described have been issued.
Not applicable.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48 designate the rule under
which exemption is claimed.
Rule 52 relating to issuance of indebtedness by non-
public utility subsidiaries of registered holding
companies.
Schedule 1
Inter-Company Advances
Outstanding
Borrowings
Quarter End
Borrower Lender 12/31/2001
-------- ------ --------------
(thousands)
DEI Dominion Resources, Inc ("DRI") (331,084)
DRS DRI (29,757)
DCI DRI (179,316)
DAH DRI (5,702)
DMS DRI (771)
DTSI DRI 0
DEDS DEI (28,531)
DNI DEI (2,100)
DRV DEI (134,913)
DEI Cogen (21,945)
DEI Kincaid (2,427)
DEI DESCO (8,207)
Exhibit D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
Virginia Electric and Power Company
This certificate is notice that the above named company
("Virginia Power") has issued, renewed or guaranteed the
security or securities described herein which issue, renewal
or guaranty was exempted from the provisions of Section 6(a)
of the Act and was neither the subject of a declaration or
application on Form U-1 nor included within the exemption
provided by Rule U-48.
1. Type of the security or securities:
Series G03 Medium Term Notes Due 2003 ("Notes").
2. Issue, renewal or guaranty:
Issue.
3. Principal amount of each security:
$120,000,000.
4. Rate of interest per annum of each security:
A variable rate of interest at LIBOR plus 50 basis
points. The initial interest rate was set at 2.60% per
annum and is reset every three months. However, the
issuer entered an interest rate swap agreement with
Lehman Brothers, Inc. with respect to the Notes, to
convert the Notes to a fixed rate debt. The financial
terms of the swap are being filed under a claim of
confidential treatment pursuant to Rule 104(b).
5. Date of issue, renewal or guaranty of security:
November 19, 2001.
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
December 16, 2003.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
The Notes were purchased by Lehman Brothers Inc, as
underwriter to the transaction.
9. Collateral given with each security, if any:
None.
10. Consideration received for each security:
$119,700,000.
11. Application of proceeds of each security:
The net proceeds from the sale of the Notes were used for
general corporate purposes, including the repayment of
debt.
12. The issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of the
provisions contained in any rule of the Commission other
than Rule U-48.
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which indicate
that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity
of nine months or less, exclusive of days of grace, as to
which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and
par value of the other securities of such company then
outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as
maturing in not more than nine months for purposes of the
exemption from Section 6(a) of the Act granted by the
first sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth sentence
of Section 6(b), name the security outstanding on January
1, 1935, pursuant to the terms of which the security or
securities herein described have been issued.
Not applicable.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48 designate the rule under
which exemption is claimed.
Rule 52.
EXHIBIT E
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
Dominion Canada Finance Company
This certificate is notice that the above named company
("Dominion Canada Finance Company") has issued, renewed or
guaranteed the security or securities described herein which
issue, renewal or guaranty was exempted from the provisions
of Section 6(a) of the Act and was neither the subject of a
declaration or application on Form U-1 nor included within
the exemption provided by Rule U-48.
1. Type of the security or securities:
Medium Term Notes Due 2006 ("Notes").
2. Issue, renewal or guaranty:
Issue.
3. Principal amount of each security:
Canadian $185,000,000.
4. Rate of interest per annum of each security:
6.10%
5. Date of issue, renewal or guaranty of security:
December 18, 2001.
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
December 18, 2006.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
The Notes were purchased by Scotia Capital Inc, BMO
Nesbit Burns Inc. and CIBC World Markets, Inc., as
underwriters to the transaction.
9. Collateral given with each security, if any:
Guarantee by Dominion Resources, Inc.
10. Consideration received for each security:
$184,352,500.
11. Application of proceeds of each security:
The net proceeds were added to the general funds of
either Dominion or Dominion Canada and will be loaned to
or otherwise invested in subsidiaries of the Guarantor
for the purpose of reducing outstanding indebtedness of
those subsidiaries or for the general corporate purposes
of those subsidiaries.
12. The issue, renewal or guaranty of each security was
exempt from the provisions of Section 6(a) because of the
provisions contained in any rule of the Commission other
than Rule U-48.
13. If the security or securities were exempt from the
provisions of Section 6(a) by virtue of the first
sentence of Section 6(b), give the figures which indicate
that the security or securities aggregate (together with
all other then outstanding notes and drafts of a maturity
of nine months or less, exclusive of days of grace, as to
which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and
par value of the other securities of such company then
outstanding. (Demand notes, regardless of how long they
may have been outstanding, shall be considered as
maturing in not more than nine months for purposes of the
exemption from Section 6(a) of the Act granted by the
first sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the
provisions of Section 6(a) because of the fourth sentence
of Section 6(b), name the security outstanding on January
1, 1935, pursuant to the terms of which the security or
securities herein described have been issued.
Not applicable.
15. If the security or securities are exempt from the
provisions of Section 6(a) because of any rule of the
Commission other than Rule U-48 designate the rule under
which exemption is claimed.
Rule 52.