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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 (Date of earliest event reported) March 22, 1995
Virginia Electric and Power Company
(Exact name of registrant as specified in its charter)
Virginia 1-2255 54-0418825
(State of other juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
One James River Plaza, Richmond, Virginia 23261-6666
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804)771-3000
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On March 22, 1995, Virginia Electric and Power Company
(the Company) received a termination notice from Salomon
Brothers Inc (the "Representative") as representative of the
Underwriters named in Schedule II of the Underwriting
Agreement dated March 22, 1995, a copy of which is included
in the Company's Current Report on Form 8-K filed March 22,
1995 (the "Underwriting Agreement"). Prior to receipt of such
notice, the Company had informed the Representative that a
downgrading in the rating accorded the Company's mortgage
bonds by Duff & Phelps had occurred. The notice was given
pursuant to paragraph 10(b) of the Underwriting Agreement.
Immediately following termination of the Underwriting
Agreement, the Company entered into an underwriting agreement
(the New Underwriting Agreement) with Salomon Brothers Inc as
representative of the Underwriters named in Schedule II of
said New Underwriting Agreement, for the sale in the aggregate
of $200 million principal amount of the Company's First and
Refunding Mortgage Bonds. Such bonds, which are designated
the First and Refunding Mortgage Bonds of 1995, Series A,
8 1/4%, due March 1, 2025 are a portion of the $760 million
principal amount of the First and Refunding Mortgage Bonds
that were registered by the Company pursuant to a registration
statement on Form S-3 under Rule 415 under the Securities Act
of 1933, which registration statement was declared effective
on October 6, 1993 (File No. 33-50423). A copy of the New
Underwriting Agreement including exhibits thereto, is filed as
Exhibit 1 to this Form 8-K.
The designation of, and the terms and conditions
applicable to, the First and Refunding Mortgage Bonds of 1995,
Series A, 8 1/4% due March 1, 2025 were established as set
forth in the Eighty-Fourth Supplemental Indenture to the
Company's Indenture of Mortgage, dated November 1, 1935, as
supplemented and modified, and have been approved by the
Board of Directors of the Company. A copy of said Supplemental
Indenture is filed as Exhibit 4(i) to this Form 8-K.
Exhibits:
1 New Underwriting Agreement, dated March 22, 1995,
between the Company and Salomon Brothers Inc, as
representative of the Underwriters named in Schedule
II of said New Underwriting Agreement (filed herewith).
4(i) Form of Eighty-Fourth Supplemental Indenture, dated
March 1, 1995, as approved by the Company's Board of
Directors, pursuant to which the First and Refunding
Mortgage Bonds of 1995, Series A, 8 1/4%, due March 1,
2025, will be issued (filed herewith).
4(ii) Form of First and Refunding Mortgage Bonds of 1995,
Series A, 8 1/4%, due March 1, 2025 (filed herewith).
12 Statement regarding computation of ratios (filed
herewith).
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SIGNATURES
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.
VIRGINIA ELECTRIC AND POWER COMPANY
Registrant
J. Kennerly Davis, Jr.
J. Kennerly Davis, Jr.
Vice President, Treasurer and
Corporate Secretary
Date: March 23, 1995