Exhibit 99
Prospectus
East Midlands Electricity
Savings Related Share Option
Scheme 1997
This document explains the rules for eligibility of employees of East
Midlands Electricity to participate in the East Midlands Electricity
Savings Related Share Option Scheme 1997 and their rights to acquire Common
Stock of Dominion Resources, Inc.
United States securities laws require the following statement:
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
December 18, 1997
INFORMATION ABOUT SHARESHAVE 1997
General Information About Sharesave 1997
The purpose of the East Midlands Electricity Savings Related Share
Option Scheme 1997 (Sharesave 1997) is to provide a means for you,
the employees of East Midland Electricity plc (East Midlands) to
enter into a savings plan and have the opportunity to use your
savings to purchase shares of East Midland's parent company, Dominion
Resources, Inc. (Dominion Resources). By partaking in this plan, you
may become a part-owner of the company and have a stake in developing
its future and sharing in its success. Sharesave 1997 will be
effective for the first payroll deduction in January 1998.
Sharesave 1997 is a special type of savings plan under which you can
save a fixed amount each month for either three or five years. The
savings are held in an account with Yorkshire Building Society. At
the end of your chosen savings period, you will receive a tax-free
bonus. If you wish, you may use the saved amount plus the tax-free
bonus received to purchase shares of Dominion Resources at a special
price. This choice is referred to you as your Share Option.
Dominion Resources Stock Reserved For the Scheme
Dominion Resources has reserved 3,000,000 shares of its Common Stock
for purchases under Sharesave 1997. Shares which Dominion Resources
has allocated for purchase through a Share Option that are not
purchased may be used again. Adjustments will be made to the number
of Dominion Resources shares covered by Share Options in the event of
future stock dividends, stock splits or any other similar event that
changes the number of outstanding shares.
Eligibility to Participate
All United Kingdom employees of East Midlands who are employed on 17
November 1997 are eligible to participate in Sharesave 1997.
How the Share Options Work
If you are eligible to participate in Sharesave 1997, you will
receive an invitation to apply for a Share Option. The Share Option
application is accompanied by an application for a savings contract,
upon which you decide the amount you would like to save each month
and you choose the savings period. The Share Option gives you the
ability to purchase Dominion Resources stock at pound sterling 18.07
per share (about a 20% discounted value based upon the market price
of Dominion Resources stock on or about 17 November 1997). The
amount of stock you will be able to purchase will depend upon the
amount that you have saved under the savings contract.
The amount you choose to save under the savings contract must be an
amount between 5 and pound sterling 250 per month. If you choose an
amount of pound sterling 250, you will not be able to save in any
future plans until this savings contract is complete. Once chosen,
this savings amount will remain fixed throughout the entire chosen
savings period. Each month (or week depending upon the frequency of
your paycheck), this fixed contribution will be deducted from your
paycheck and placed into a savings account. Contributions are capped
so that they do not exceed the maximum monthly contribution permitted
under the United Kingdom Taxes Act. At any time you may chose to
stop making contributions, but by doing so you will no longer be able
to purchase any Dominion Resources stock under the Share Option,
including amounts that you previously saved.
At the end of your chosen savings period, you will receive a tax-free
bonus from Yorkshire Building Society, the amount of which depend
upon whether you chose a three or five year savings period. Under
the three-year period, you will receive a tax-free bonus equal to
three times your fixed chosen monthly contribution (12 times your
weekly contribution). Under the five-year period, you will receive a
tax-free bonus of nine times your fixed chosen monthly contribution
(36 times your weekly contributions). With the five-year period, you
can leave your savings for two more years and receive 18 times your
monthly contribution (72 times your weekly contributions) but you
forfeit your Share Option.
At the end of your chosen savings period, you may exercise your Share
Option and purchase Dominion Resources stock. The maximum number of
shares you may purchase is calculated by taking the total amount
saved under the savings contract plus any tax-free bonus received and
dividing this amount by the option price. The option price will be
pound sterling 18.07 per share. You can purchase the maximum number
or any lesser amount. Shares are available for your purchase through
exercise of the Share Option for six months following the end of your
chosen savings period.
Withdrawal From Sharesave 1997
You may withdraw from Sharesave 1997 by canceling your savings
contract prior to the end of your chosen savings period. However, by
canceling, you can no longer purchase Dominion Resources stock under
the Share Option as the Share Option will be canceled. Interest will
be paid by Yorkshire Building Society at 3% per annum for the period
between the first anniversary and the date of your cancellation. No
interest will be paid if you withdraw your savings before the first
anniversary of your savings contract.
Changes in Your Situation
Resignation, Retirement or Change of Employ
If you resign or take early retirement more than three years from the
date of grant, you may: 1) buy the shares under the Share Option
within six months of leaving; 2) take out your savings and interest
(if applicable); or 3) carry on saving and receive your bonus at the
end of the savings period but not buy any shares. The same options
are available should you retire at normal retirement age, leave on
severance terms/injury or disability, or take early retirement more
than three years from the date of grant.
If you resign or take early retirement less than three years from the
date of grant, you may not buy any shares but you may either: 1) take
out your savings and interest (if applicable); or 2) carry on saving
and receive your bonus at the end of the savings period. The same
options are available upon dismissal from East Midlands.
Maternity Leave or Long Term Absence
If you take maternity leave or a long term absence, you can either
continue your savings, (with appropriate arrangements with your
payroll department in advance), or you may suspend payments for six
months without losing your Share Option.
Death
If you die during the savings period, your estate can either buy the
shares by exercising the Share Option within twelve months of your
death or take out your savings and interest (if applicable).
Transfer Within East Midlands Group
If you transfer from one company to another within the East Midlands
group, your savings and Share Option will continue without change.
Change of Control
If there is a change of Control of Dominion Resources, you may
exercise your Share Option anytime within six months after the change
of Control, even if your savings period has not ended. Your Share
Option will lapse after this six-month period so that you will no
longer have rights to purchase stock under your Share Option unless
you are notified otherwise. You will be notified if a change of
Control occurs.
Control means the power of a person, through possession of voting
power or by virtue of any powers conferred by any document regulating
corporate authority, to secure that the affairs of East Midlands are
conducted with the wishes of that person.
Restrictions on Resale
Sharesave 1997 puts no restrictions on your sale of Dominion
Resources stock received upon your exercising your Share Option. You
will be notified if U.S. securities law impose any restrictions on
you.
Tax Consequences
YOU ARE URGED TO CONSULT WITH YOUR INDIVIDUAL TAX ADVISORS REGARDING
THE EXERCISE OF OPTIONS AND FUTURE SALE OF THE STOCK RECEIVED THROUGH
THE EXERCISE BECAUSE TAX TREATMENT MAY VARY DEPENDING UPON YOUR
INDIVIDUAL CIRCUMSTANCES.
Under the current legislation, all interest and bonuses paid to the
Sharesave 1997 savings account are tax-free. There are no additional
tax consequences should you decide to exercise your Share Option.
If you subsequently decide to sell the shares you acquired through
the exercise of your Share Option, you may become liable for payment
of Capital Gains Tax. Under current rules, if the gains you make on
the stock plus all other gains you have made for the year exceed
pound sterling 6,500, you will have to pay Capital Gains Tax.
Information About Dominion Resources
Under United States securities laws, Dominion Resources files
documents with the Securities and Exchange Commission (the SEC).
Some of these documents, listed below, are incorporated by reference:
(1) the Dominion Resources Annual Report on Form 10-K for the 31
December 1996 fiscal year; (2) the Dominion Resources Quarterly
Reports on Forms 10-Q filed for the quarters ended 31 March 1997, 30
June 1997 and 30 September 1997; (3) the Dominion Resources Current
Reports on Form 8-K, filed 23 January 1997, Form 8-K/A filed 20 March
1997 and Form 8-K filed 11 December 1997; (4) the description of
Dominion Resources Common Stock on Form 8-B (item 4) dated 29 April
1983 (with amendments); (5) the registration of Sharesave 1997 on
Form S-8; and (6) from the date of filing, all documents subsequently
filed by Dominion Resources pursuant to Sections 13(a), 13(c), 14 and
15(d) of the United States Securities Exchange Act of 1934.
These documents have additional financial information about Dominion
Resources. You may want to examine the financial information on
these forms before making your final investment decision. Dominion
Resources' SEC filings are available to the public over the internet
at the SEC's web site at http://www.sec.gov. Upon your request,
either orally or in writing, Dominion Resources and East Midlands
will provide you copies of these forms and other communications
distributed by Dominion Resources to its shareholders generally, free
of charge. You should direct such request to:
Corporate Secretary
Dominion Resources Inc.
901 East Byrd Street
Richmond, Virginia 23219-4072
Telephone: (804) 775-5700.