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: December 13, 2002
(Date of earliest event reported)
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
Virginia 1-8489 54-1229715
(State or other jurisdiction of (Commission (I.R.S. Employer
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.)
ITEM 5. OTHER EVENTS
On December 9, 2002, Dominion Resources, Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan
Securities Inc., Wachovia Securities, Inc., ABN AMRO Incorporated and Banc One
Capital Markets, Inc. for the sale of $300,000,000 aggregate principal amount of
the Company's 2002 Series D 5.125% Senior Notes Due 2009 and $300,000,000
aggregate principal amount of the Company's 2002 Series E 6.75% Senior Notes Due
2032. Such Senior Notes, which are designated the 2002 Series D 5.125% Senior
Notes Due 2009 and 2002 Series E 6.75% Senior Notes Due 2032, are a portion of
the $4.5 billion aggregate principal amount of securities that were registered
by the Company 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 August 9, 2002 (File No. 333-97393). A copy of the
Underwriting Agreement including exhibits thereto, is filed as Exhibit 1 to this
Form 8-K.
A copy of the forms of the Fifteenth and Sixteenth Supplemental
Indentures to the Company's June 1, 2000 Senior Indenture, pursuant to which the
2002 Series D 5.125% Senior Notes Due 2009 and 2002 Series E 6.75% Senior Notes
Due 2032 will be issued, are filed as Exhibits 4.2 and 4.3 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
1 Underwriting Agreement, dated December 9, 2002, between the Company
and J.P. Morgan Securities Inc., Wachovia Securities, Inc., ABN AMRO
Incorporated and Banc One Capital Markets, Inc.
4.1 Form of Senior Indenture, dated as of June 1, 2000, between the
Company and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank),
as Trustee (incorporated by reference to Exhibit 4(iii) to the
Company's Registration Statement on Form S-3 (Registration
No. 333-93187).
4.2 Form of Fifteenth Supplemental Indenture to the Senior Indenture
pursuant to which the 2002 Series D 5.125% Senior Notes Due 2009 will
be issued. The form of 2002 Series D 5.125% Senior Notes Due 2009 is
included as Exhibit A to the form of Fifteenth Supplemental Indenture.
4.3 Form of Sixteenth Supplemental Indenture to the Senior Indenture
pursuant to which the 2002 Series E 6.75% Senior Notes Due 2009 will
be issued. The form of 2002 Series E 6.75% Senior Notes Due 2032
is included as Exhibit A to the form of Sixteenth Supplemental
Indenture.
99.1 Form of Escrow Deposit Agreement, dated as of December 16, 2002,
between the Company and JPMorgan Chase Bank, as escrow agent.
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
-----------------------------------
James P. Carney
Assistant Treasurer
Date: December 12, 2002