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: October 5, 2000
(Date of earliest event reported)
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
Virginia 001-08489 54-1229715
(State or other jurisdiction (Commission (I.R.S. Employer
of 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 October 5, 2000, Dominion Resources, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with Lehman Brothers
Inc., as Representative of the Underwriters named in the Underwriting Agreement,
in connection with the issuance of 8,250,000 Corporate Premium Income Equity
Securities (PIES) where each Corporate PIES consists of a stock purchase
contract and a 2000 Series G 8.05% Senior Note due November 16, 2006 (Senior
Notes) and Treasury PIES where each consists of a stock purchase contract and a
1/20th undivided beneficial ownership interest in a zero-coupon U.S. Treasury
Security that has a principal amount at maturity of $1,000 and matures on or
before November 15, 2004. The PIES 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 pursuant to the Securities Act
of 1933, as amended, which registration statement was declared effective on
January 6, 2000 (File No. 333-93187). A copy of the 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
Senior Notes, which are a component of the PIES, were established as set forth
in the Seventh Supplemental Indenture to the Company's Senior Indenture dated as
of June 1, 2000, as supplemented, and have been approved by the Board of
Directors of the Company. A copy of the form of Seventh Supplemental Indenture
including exhibits thereto, is filed as Exhibit 4.2 to this Form 8-K.
The rights of the holders of the Purchase Contracts are governed by the
Purchase Contract Agreement between the Company and The Chase Manhattan Bank, as
Purchase Contract Agent. A copy of the form of Purchase Contract Agreement
including exhibits thereto, is filed as Exhibit 4.3 and a form of the
Certificate evidencing Corporate PIES and a form of the Certificate evidencing
Treasury PIES are Exhibits A and B, respectively, to the Purchase Contract
Agreement.
The beneficial owners' obligations under the Purchase Contracts are
secured by a Pledge Agreement between the Company, Bank One Trust Company, N.A.,
as Collateral Agent and Securities Intermediary, and The Chase Manhattan Bank,
as Purchase Contract Agent. A copy of the form of Pledge Agreement including
exhibits thereto is filed as Exhibit 4.4 to this Form 8-K.
The Senior Notes will be remarketed on November 10, 2004 by Lehman
Brothers Inc. The terms and conditions applicable to the remarketing of the
Senior Notes are governed by a Remarketing Agreement. A copy of the form of
Remarketing Agreement including exhibits thereto is filed as Exhibit 4.5 to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
1 Underwriting Agreement, dated October 5, 2000, between the Company and
Lehman Brothers Inc., as Representative of the Underwriters named in the
Underwriting Agreement (filed herewith).
4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and
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 Seventh Supplemental Indenture to the Senior Indenture pursuant to
which the Senior Notes will be issued. The form of the Senior Notes is
included as Exhibit A to the form of Seventh Supplemental Indenture (filed
herewith).
4.3 Form of Purchase Contract Agreement between the Company and The Chase
Manhattan Bank, as Purchase Contract Agent, pursuant to which the Purchase
Contracts will be issued. The forms of Certificate evidencing Corporate
PIES and Certificate evidencing Treasury PIES are filed as Exhibits A and
B, respectively, to the form of Purchase Contract Agreement (filed
herewith).
4.4 Form of Pledge Agreement between the Company, Bank One Trust Company, N.A.,
as Collateral Agent and Securities Intermediary, and The Chase Manhattan
Bank, as Purchase Contract Agent (filed herewith).
4.5 Form of Remarketing Agreement, between the Company and Lehman Brothers
Inc., as Representative of the Underwriters named in the Underwriting
Agreement (filed herewith).
8 Tax opinion of McGuireWoods LLP (filed herewith).
12 Computation of Ratio of Earnings to Fixed Charges (filed herewith).
23 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit
8.
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/ G. Scott Hetzer
-----------------------------
Name: G. Scott Hetzer
Title: Senior Vice President
and Treasurer
Date: October 11, 2000
INDEX TO EXHIBITS
1 Underwriting Agreement, dated October 5, 2000, between the Company and
Lehman Brothers Inc., as Representative of the Underwriters named in the
Underwriting Agreement (filed herewith).
4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and
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 Seventh Supplemental Indenture to the Senior Indenture pursuant to
which the Senior Notes will be issued. The form of note for the Senior
Notes is included as Exhibit A to the form of Seventh Supplemental
Indenture (filed herewith).
4.3 Form of Purchase Contract Agreement between the Company and The Chase
Manhattan Bank, as Purchase Contract Agent, pursuant to which the Purchase
Contracts will be issued. The forms of Certificate evidencing Corporate
PIES and Certificate evidencing Treasury PIES are filed as Exhibits A and
B, respectively, to the form of Purchase Contract Agreement (filed
herewith).
4.4 Form of Pledge Agreement between the Company, Bank One Trust Company, N.A.,
as Collateral Agent and Securities Intermediary, and The Chase Manhattan
Bank, as Purchase Contract Agent (filed herewith).
4.5 Form of Remarketing Agreement, between the Company and Lehman Brothers
Inc., as Representative of the Underwriters named in the Underwriting
Agreement (filed herewith).
8 Tax opinion of McGuireWoods LLP (filed herewith).
12 Computation of Ratio of Earnings to Fixed Charges (filed herewith).
23 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit
8.