SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1995
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the transition period from to
Commission File number 33-62705
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
DOMINION SUBSIDIARY SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
DOMINION RESOURCES, INC.
P. O. BOX 26532
901 East Byrd Street
Richmond, Virginia 23261-6532
DOMINION SUBSIDIARY SAVINGS PLAN
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Pages
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 1995 F-2
Statement of Changes in Net Assets Available for
Plan Benefits for the period October 1, 1995
(Inception) to December 31, 1995 F-3
Notes to Financial Statements F-4 - F-9
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes F-10
Item 27d - Schedule of Reportable Transactions F-11
Schedules Omitted:
The following schedules are omitted because of the absence of the
conditions under which they are required, or because the required
information is included in the financial statements or notes thereto:
Schedules I, II and III.
F-1
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995
(Unaudited)
NonParticipant
Participant Directed Directed
Dominion Dominion
Resources,Inc. Interest Equity America's Resources, Inc.
Common Stock Bearing Index Utility Balanced Common Stock
Assets Total Fund Fund Fund Fund Fund Fund
Equities
(cost $41,866) $ 42,102 $ 9,947 $7,739 $ 7,138 $17,278
Interest Bearing
Securities
(cost $16,472) 16,599 16,599
Nationsbank Cash
Reserves Capital
Class 10,207 10,207
Total investments
in securities 68,908 9,947 10,207 7,739 23,737 17,278
Temporary cash
investments at cost
(approximates fair
value) 15,429 15,275 154
Cash 189 189
Contributions
receivable:
Participants 21,401 2,089 400 7,972 2,385 8,555
Participating Co.'s 8,883 8,883
Interest receivable 27 27
Total $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161
Liabilities and
Net Assets Available
For Plan Benefits
Net Assets available
for Plan Benefits 114,837 12,036 10,634 23,247 10,124 32,635 26,161
Total $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161
The accompanying notes are an integral part of the financial statements.
F-2
DOMINION SUBSIDIARY SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
(Unaudited)
NonParticipant
Participant Directed Directed
Dominion Dominion
Resources, Inc. Interest Equity America's Resources, Inc.
Common Stock Bearing Index Utility Balanced Common Stock
Total Fund Fund Fund Fund Fund Fund
Investment income:
Dividends $ 75 $ $ $ $ 75 $ $
Interest 366 27 339
Total investment
income 441 27 75 339
Net appreciation in fair
value of investments 363 161 43 159
Transfer of participants'
assets from a
predecessor plan to
the Dominion
Subsidiary Savings Plan 28,147 4,664 9,413 829 3,548 9,693
Contributions:
Participants 59,725 7,211 1,194 22,418 6,458 22,444
Participating
companies 26,161 26,161
Net increase 114,837 12,036 10,634 23,247 10,124 32,635 26,161
Net assets available
for Plan benefits:
Beginning of year 0 0 0 0 0 0 0
End of year $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161
The accompanying notes are an integral part of the financial statements.
F-3
DOMINION SUBSIDIARY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Filing Requirements
In accordance with Item 4 of the Form 11-K filing requirements and
Department of Labor regulation section 2520.104-50, this report includes
unaudited financial statements. Item 4 provides that "plans subject to
ERISA may file plan financial statements... prepared in accordance with
the financial reporting requirements of ERISA." Item 4 also provides
that an audit by an independent accountant is required only to the
extent that such examination is required by ERISA. The Plan was adopted
effective October 1, 1995, and its initial plan year covered the three
months ending on December 31, 1995. Department of Labor regulation
section 2520.104-50 provides that an independent qualified public
accountant is not required to audit the Plan's financial statements for
the 1995 plan year until the financial statements for the 1996 plan year
are prepared. Accordingly, the Form 11-K that is filed for the 1996
plan year will include audited financial statements for both the initial
short plan year and the 1996 plan year.
2. Summary of Significant Accounting Policies
General:
The Dominion Subsidiary Savings Plan (the Plan) is a defined
contribution plan that was established on October 1, 1995.
Dominion Resources, Inc. (Dominion Resources), offers its common stock
along with other investment options (see footnote 6 for addition
information) to participants in the Dominion Subsidiary Savings Plan.
Dominion Resources is the plan administrator. The designated plan
sponsor and fiduciary is Dominion Capital, Inc. The Plan financial
statements are prepared using the accrual basis of accounting.
For additional information concerning the Plan, see Plan documents.
Investment Income:
Dividend income is recognized on the ex-dividend date.
F-4
Investment Valuations:
Investments in securities traded on a national securities exchange are
stated at the last reported sales price on the last working day of each
calendar quarter (the valuation date). Investments in NationsBank Cash
Reserves Capital Fund are stated at cost which approximates fair market
value. Investments in interest bearing securities are stated at fair
value based upon dealer quotes on the last business day of the year.
Distributions:
Distributions from the Plan are recorded on the valuation date
coincident with or immediately preceding the date of the withdrawal in
which a participant terminated employment, retire, or submitted a valid
withdrawal request.
3. Plan Participants
The affiliates of Dominion Resources, Inc. which have adopted the Plan
are : Governor's Land Management Company, Inc.; Old North State
Management Company; and Dominion Appalachian Development, Inc.
Eligible participants are employees of the affiliates mentioned above
and are at least eighteen years old, have been a Company employee for
six months and are scheduled to work or actually work at least 1,000
hours a year as a regular full-time employee or part-time employee.
There were 96 participants in the Plan as of December 31, 1995.
4. Contributions
Under the terms of the Plan, participants may make contributions to the
Plan with before-tax dollars.
A maximum of 10% of the participant's eligible earnings can be invested
in the Plan. The Participating Companies contribute a matching amount
equivalent to 50% of each participant's contributions, not to exceed 3%
of the participant's eligible earnings, which is used to purchase
Dominion Resources, Inc. common stock.
F-5
5. Vesting Provisions
Participants become vested in their own contributions immediately and in
the Participating Companies' matching contributions after three years of
vesting services. Matching contributions vest immediately when the
participants meet any one of the following criteria: reach the age of
55, retire, die while employed by the Participating Company, become
totally and permanently disabled as determined by the Company or lose
his/her job due to a Company-ordered reduction in force.
6. Forfeiture Provisions
Participating Companies' contributions and related earnings, which
participants forfeit as a result of withdrawing their contributions
prior to vesting, are applied to reduce future Participating Companies'
contributions. No forfeitures had occurred for the year ended December
31, 1995.
7. Investment Options
The Plan provides for employee contributions to be invested in the
following funds:
Dominion Resources, Inc. (DRI) Common Stock Fund - All investments are
in DRI Common Stock.
Interest Fund - This fund's focus is on preservation of principal and
the primary investments are in high quality fixed income securities.
Balanced Fund - Thirty percent of this fund is invested in equity
securities and the residual is invested in fixed income securities. It
is designed to produce stable long-term principal growth.
America's Utility Fund - Investments are in the common stock of
electric, gas and telephone utilities, which are intended to provide
high income and moderate principal growth. America's Utility Fund is
sponsored and administered by a subsidiary of Dominion Resources, Inc.
Equity Index Fund - The objective is to provide a total return equal to
the return on the U.S. stock market as measured by the Standard and
Poor's 500 Index.
F-6
Loan Fund - Participants are allowed to borrow against their vested
balance. Repayment periods range from one to five years.
Participating Companies' matching contributions are invested only in the
DRI Common Stock Fund and cannot be transferred to other funds.
Employee contributions may be invested in any options (except the loan
fund) in 10% increments totaling to 100%. Changes in investment options
may be selected four times a year, to be effective the first day of each
quarter.
8. Income Taxes
The Plan is a qualified employee's profit sharing trust under Sections
401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt
from Federal income taxes under Section 501(a). Pursuant to Section
402(a) of the Internal Revenue Code, a participant is not taxed on the
income and contributions allocated to the participant's account until
such time as the participant or the participant's beneficiaries receive
distributions from the Plan.
The Plan obtained its latest determination letter on May 21, 1996, in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
9. Trustee
Dominion Resources, Inc. has entered into a Trust Agreement with Signet
Trust Company with respect to the Dominion Resources, Inc. Common Stock
Fund, Balanced Fund, Equity Index Fund and America's Utility Fund.
NationsBank Trust Company serves as Trustee of the Plan with respect to
the Interest Fund.
F-7
10. Loans to Participants
The Plan has an established loan feature; however, loans were not
available to Participants until June 1, 1996. Participants are eligible
to secure loans against their Plan assets. The maximum loan amount is
the lesser of:
50% of the vested account balance or
$50,000 (reduced by the maximum outstanding loan balance during the
prior twelve months)
The loans will be interest-bearing at one percentage point above the
prime rate of interest. The rate is determined every quarter, however,
the rate is fixed at the inception of the loan for the life of the loan.
Participants will make repayments to the Plan on a monthly basis. Any
defaults in loans result in a reclassification of the remaining loan
balances as taxable distributions to the participants.
11. Right to Terminate
Dominion Capital, Inc. reserves the right to terminate the Plan by action
of its Board of Directors. No termination of the Plan may retroactively
diminish any Participant's interest in the Plan or prejudice the accrued
rights thereunder. In the event of termination of the Plan, no part of
the Plan assets or any Participant's interest in the Plan will revert to
Participating Companies.
12. Net Appreciation in Fair Value of Investments
During 1995, the Plan's investments (including investments bought, sold,
and held during the year) appreciated in value by $363 as follows:
1995
Investments at Fair Value as
Determined by Quoted Market
Price:
Common Stock $165
Mutual Funds 198
Net Change in Fair Value $363
F-8
13. Investments Exceeding 5% of Net Assets
The following table represents the fair value of investments at year end
with investments exceeding 5% of the Plan's net assets shown separately:
1995
Investments at Fair Value as
Determined by Quoted Market
Price
Common Stock $27,225
Mutual Funds 31,476
$58,701
Investment at Estimated Fair
Value:
NationsBank Cash Reserves
Capital Class 10,207
Temporary Cash Investments 15,429
$25,636
14. Other Matters
Certain administrative expenses totaling $11,632 have been paid by the
Plan's sponsor Dominion Capital, Inc.
F-9
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
(Unaudited)
Current
Description Cost Value
Cash $ 189 $ 189
Temporary cash investments:
The Virtus Money Market Fund $ 154 $ 154
Mellon Temporary Investment Fund 15,275 15,275
Total temporary cash investments 15,429 15,429
Equities:
Dominion Resources Common Stock 27,060 27,225
Miller, Anderson & Sherrerd Funds
Equity Portfolio 7,110 7,138
America's Utility Fund 7,696 7,739
Total equities 41,866 42,102
Interest bearing securities:
Miller, Anderson & Sherrerd Funds
Fixed Income Portfolio 16,472 16,599
NationsBank Cash Reserves Capital Class 10,207 10,207
Total Assets Held for Investment $84,163 $84,526
F-10
DOMINION SUBSIDIARY SAVINGS PLAN
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
(Unaudited)
Schedules that report the 5% transactions which transpired in 1995 for this
trust were filed in paper format as Exhibit 99(iii).
F-11