SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 10
Richmond, Virginia :
:
File Nos. 70-9517 : TRANSACTIONS
70-9555 : DURING PERIOD
70-9679 :
:
(Public Utility Holding Company Act of 1935) : April 1, 2002
: through
: June 30, 2002
____________________________________________ :
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
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").
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 one hundred percent of consolidated retained
earnings plus $4,500 million. At June 30, 2002, Dominion's
"aggregate investment"(as defined in Rule 53(a) under PUHCA) in
all EWGs and FUCOs was approximately $2,714.2(a), million and
"consolidated retained earnings" (as defined in Rule 53(a)under
the PUHCA) was approximately $803.0 million. Accordingly, at June
30, 2002, Dominion's remaining investment capacity under the
Modified Rule 53 Test was approximately $2,588.8 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 June 30, 2002, Dominion's consolidated capitalization
ratio was: debt 60.4%, common equity 33.7%, and preferred
securities of subsidiaries of 5.9%. (For these purposes,
"consolidated debt" means all long-term debt, long-term debt due
within one year, notes payable and other short-term obligations,
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 June 30, 2002, the market-to-book ratio of Dominion's
common stock was 2.12 to 1.
E. In the second quarter of 2002, 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 second 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 three months ending June 30, 2002.
(a) The amount of Dominion's "Aggregate Investment" excludes equity
earnings and includes guarantees in the amount of $1,086,609,681.
II. FINANCING BY DOMINION
A. Sale of Dominion Common Stock
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 483,977 $31,411
Employee Savings Plan 256,174 16,688
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 June 30,
2002 were as follows.
Maximum Principal Amount
Outstanding as of 6/30/02
(thousands) (thousands)
___________ ________________
Dominion $328,540 $292,160
Virginia Power 389,456 382,000
On May 30, 2002, Dominion, Virginia Power and CNG
entered into a 364 day credit facility agreement with a
consortium of 19 banks. The credit agreement allows
aggregate borrowings by Dominion, Virginia Power and CNG
up to $1.25 billion. In addition, a multi-year facility
allows aggregate borrowings by Dominion, Virginia Power
and CNG up to $750 million. Subject to the maximum
aggregate limit of $2.0 billion, all entities may borrow
up to the full commitment. No borrowings were made under
the credit agreements during the quarter.
C. Long-Term Debt
On June 27, 2002, Dominion issued $500,000,000 principal
amount of 2002 Series B 6.25% Senior Notes due 2012
("Senior Notes") through an underwritten public
offering. The Senior Notes were sold under the following
terms and conditions.
Per Senior
Note Total Amount
__________ ____________
Price to the public 99.815% $499,075,000
Underwriting Discount 0.65% 3,250,000
Proceeds to Dominion 99.165% 495,825,000
The Underwriters were Barclays Capital and JP Morgan.
The sale occurred pursuant to Dominion's shelf
Registration No.333-55904. The registration statement
and the Rule 424(b)(4) prospectus, filed with the
Commission on March 2,2001, are hereby incorporated by
reference.
The net proceeds from the sale of the Senior Notes
were used for general corporate purposes, including the
repayment of debt. This debt may include a portion of
short-term debt, including our commercial paper and the
commerical paper of our wholly-owned subsidiary,
Consolidated Natural Gas.
D. Interest Rate Swaps
None.
III. EQUITY INVESTMENTS IN, AND GUARANTIES AND OTHER CREDIT
SUPPORT BY DOMINION FOR OR ON BEHALF OF DEI, DCI, CNG AND/OR
THEIR SUBSIDIARIES
A. Equity Investments
On June 28, 2002 Dominion made a capital contribution
of $200,000,000 to Consolidated Natural Gas. On June 30,
2002 Dominion made a capital contribution of $83,464,397
to Dominion Energy, Inc.
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 June 30, 2002 is approximately $3.5
billion, and the subsidiaries' debt subject to such
guaranties totaled $852 million.
IV. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
None.
V. RULE 52 TRANSACTIONS BY DOMINION CANADA FINANCE COMPANY
On April 29, 2002 Dominion Canada Finance Company (DCFC)
issued Canadian $105,000,000 aggregate principal amount of Medium
Term Notes, Series 02-A Fixed Rate ("Notes") in a Canadian public
offering through Scotia Capital Inc., as agent. The Notes were
sold at a discount of $8,400, resulting in a 99.992% public
offering price. The net proceeds to DCFC after the agent's
discounts or commissions of $393,750 were $104,597,850. The
Notes have a stated maturity date of April 29, 2005. On June 11,
2002, DCFC reopened the security and issued an additional
Canadian $25,000,000 aggregate principal amount of Notes through
BMO Nesbit Burns Inc. The Notes were sold at a premium of
$64,000, resulting in a 100.256% public offering price. The net
proceeds to DCFC after the agent's discounts or commissions of
$62,500 were $25,001,500 plus accrued interest of $168,465.75
from the original issue date of April 29, 2002.
The Notes carry interest at a fixed rate of 5.72%. 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.
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.
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. 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, Inc., Dominion Metering Services, Inc., Dominion Alliance
Holding, Inc. and State Line Energy, LLC for Rule 52 transactions
reported in Dominion's Form U-9C-3 for the quarter.
C. Form U-6B-2 for Rule 52 transactions by Dominion Canada
Finance Company.
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 August 29, 2002
EXHIBIT B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
Dominion Energy, Inc. ("DEI")
Dominion Resources 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")
State Line Energy, LLC ("State Line")
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 6/30/2002
-------- ------ --------------
(thousands)
DEI Dominion Resources, Inc ("DRI") (596,643)
DRS DRI (718)
DCI DRI (435,192)
DAH DRI (6,159)
DMS DRI (320)
DTSI DRI 0
DEDS DEI (19,431)
DEI DNI (7,650)
DRV DEI (136,450)
DEI Cogen (21,873)
DEI Kincaid (2,572)
DEI DESCO (6,737)
State Line DEI (180,993)
EXHIBIT C
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 2005 ("Notes").
2. Issue, renewal or guaranty:
Issue.
3. Principal amount of each security:
Canadian $130,000,000.
4. Rate of interest per annum of each security:
5.72%
5. Date of issue, renewal or guaranty of security:
April 29,2002.
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
April 29, 2005.
8. Name of the person to whom each security was issued,
renewed or guaranteed:
The Notes were purchased by Scotia Capital Inc, and BMO
Nesbitt Burns 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:
$130,055,600.
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.