FILE NO. 33-50423 RULE 424(b)(5) PROSPECTUS SUPPLEMENT (To Prospectus Dated October 6, 1993) $200,000,000 VIRGINIA ELECTRIC AND POWER COMPANY FIRST AND REFUNDING MORTGAGE BONDS OF 1995 SERIES A, 8 1/4%, DUE MARCH 1, 2025 Interest on the First and Refunding Mortgage Bonds of 1995, Series A, 8 1/4%, due March 1, 2025 (the 1995 Series A Bonds) is payable semiannually on March 1 and September 1 of each year, commencing September 1, 1995. The 1995 Series A Bonds are redeemable on not less than 30 days' notice at any time, at the option of the Company, in whole or in part, at the applicable Regular and Special Redemption Prices set forth herein, together with accrued interest to the date of redemption; provided, however, that prior to March 1, 2005, the 1995 Series A Bonds may not be redeemed by the Company. The initial Regular and Special Redemption Prices are 103.48% and 100.00%, respectively. The Special Redemption Prices are applicable to redemption by application of Funds in Escrow or upon the acquisition of a majority of the Common Stock of the Company by a governmental or cooperative body. See Description of the 1995 Series A Bonds herein. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------------------------------------------------------------- PRICE TO UNDERWRITING PROCEEDS TO PUBLIC(1) DISCOUNT THE COMPANY(1)(2) Per Bond......................... 98.705% .456% 98.249% Total............................ $197,410,000 $912,000 $196,498,000 - ------------------------------------------------------------------------------- (1) Plus accrued interest, if any, from the date of issuance. (2) Before deduction of expenses payable by the Company estimated at $225,000. The 1995 Series A Bonds are offered subject to receipt and acceptance by the Underwriters, to prior sale and to the Underwriters' right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the 1995 Series A Bonds will be made at the office of Salomon Brothers Inc, Seven World Trade Center, New York, New York, or through the facilities of The Depository Trust Company, on or about March 29, 1995. SALOMON BROTHERS INC CS FIRST BOSTON DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED UBS SECURITIES INC. TRILON SECURITIES INTERNATIONAL TUCKER ANTHONY INCORPORATED YAMAICHI INTERNATIONAL (AMERICA), INC. The date of this Prospectus Supplement is March 22, 1995. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ---------------- USE OF PROCEEDS The proceeds from the sale of the 1995 Series A Bonds will be added to the general funds of the Company and will be used to meet a portion of its capital requirements. Such requirements consist principally of construction, upgrading and maintenance expenditures and refunding of outstanding securities including indebtedness owed to its parent, Dominion Resources, Inc., under an intercompany credit agreement. For a more detailed discussion of the Company's capital requirements and its financing program, see Business-Capital Requirements and Financing Program and Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's most recent Annual Report on Form 10-K (incorporated by reference). SELECTED FINANCIAL INFORMATION The following summary of financial information for the years 1990-1994 was derived from, and should be read in conjunction with, the audited financial statements contained in the Company's most recent Annual Report on Form 10-K. See Incorporation of Certain Documents by Reference in the accompanying Prospectus. YEARS ---------------------------------- 1994 1993 1992 1991 1990 ------ ------ ------ ------ ------ Operating revenues (millions)........... $4,171 $4,187 $3,680 $3,688 $3,462 Operating income (millions)............. 731 813 762 817 806 Income before cumulative effect of a change in accounting principle (millions)............................. 447 509 456 487 450 Cumulative effect of a change in accounting principle (millions)................... 14 ------ ------ ------ ------ ------ --- Net income (millions)................... 447 509 470 487 450 ====== ====== ====== ====== ====== Ratio of earnings to fixed charges...... 3.19 3.36 3.02 2.93 2.69 In the ratio of earnings to fixed charges, earnings are determined by adding taxes on income and fixed charges to Net Income. Fixed charges consist of interest charges (without reduction for Allowance for Funds Used During Construction) on long-term and short-term debt, and such portion of rentals as is representative of the interest factor. These earnings are then divided by total fixed charges. S-2 OTHER SELECTED DATA YEARS ------------------------------------------- 1994 1993 1992 1991 1990 ------- ------- ------- ------- ------- Total assets (millions)........... $11,648 $11,521 $11,317 $10,205 $10,105 Number of electric customers (thousands)...................... 1,899 1,866 1,835 1,806 1,779 Megawatt-hour sales (thousands)... 65,741 65,036 59,317 58,501 54,774 System energy output (percent): Nuclear......................... 34% 31% 35% 36% 38% Coal............................ 36 39 41 41 40 Oil............................. 3 3 2 3 2 Purchased power-net............. 23 23 19 18 18 Other........................... 4 4 3 2 2 ------- ------- ------- ------- ------- Total.......................... 100% 100% 100% 100% 100% ======= ======= ======= ======= ======= Utility plant expenditures- including nuclear fuel (millions)....................... $ 661 $ 713 $ 717 $ 728 $ 803 DESCRIPTION OF THE 1995 SERIES A BONDS The 1995 Series A Bonds offered hereby will be created by the Eighty-Fourth Supplemental Indenture under the Mortgage, in the aggregate principal amount of $200,000,000. No further Bonds will be issued under said Supplemental Indenture. The following description of the 1995 Series A Bonds supplements the description of the Bonds set forth in the accompanying Prospectus under the heading Description of the Bonds, to which description reference is hereby made. Terms defined in the Prospectus are used herein as therein defined. INTEREST AND PAYMENT The 1995 Series A Bonds will bear interest from their issue date at the rate shown on the cover, payable semi-annually on September 1 and March 1. The first interest payment date will be September 1, 1995. The 1995 Series A Bonds will mature March 1, 2025. Interest will be paid to the persons in whose names the 1995 Series A Bonds are registered at the close of business on the 15th day (whether or not a business day) of the calendar month next preceding the interest payment date, except for defaulted interest and except for unmatured accrued interest on the 1995 Series A Bonds called for redemption on a date other than an interest payment date. Principal of, premium, if any, and interest on the 1995 Series A Bonds are payable at the office or agency of the Trustee in the City of New York, New York. (See Eighty-Fourth Supplemental Indenture Sections 1.01 and 1.03 and Twenty-Fifth Supplemental Indenture Section 1.03.) REDEMPTION The 1995 Series A Bonds are redeemable at the option of the Company, in whole or in part at any time, at the Regular Redemption Prices (expressed in percentages of the principal amount) shown below. The 1995 Series A Bonds are also redeemable at the Special Redemption Prices (expressed in percentages of the principal amount) shown below (a) by Funds in Escrow (consisting chiefly of release and insurance moneys) or (b) as a whole within 12 months after acquisitions of a majority of the Common Stock of the Company by any governmental or cooperative body. However, prior to March 1, 2005, the Company will not be permitted to redeem any of the 1995 Series A Bonds. (See Eighty- Fourth Supplemental Indenture Section 1.04.) S-3 DURING THE 12 MONTHS REGULAR SPECIAL BEGINNING REDEMPTION REDEMPTION MARCH 1 PRICE PRICE - --------- ---------- ---------- 2005 103.48% 100.00% 2006 103.13 100.00 2007 102.78 100.00 2008 102.43 100.00 2009 102.09 100.00 2010 101.74 100.00 2011 101.39 100.00 DURING THE 12 MONTHS REGULAR SPECIAL BEGINNING REDEMPTION REDEMPTION MARCH 1 PRICE PRICE - --------- ---------- ---------- 2012 101.04% 100.00% 2013 100.70 100.00 2014 100.35 100.00 2015 100.00 100.00 2016 100.00 100.00 2017 100.00 100.00 2018 100.00 100.00 DURING THE 12 MONTHS REGULAR SPECIAL BEGINNING REDEMPTION REDEMPTION MARCH 1 PRICE PRICE - --------- ---------- ---------- 2019 100.00% 100.00% 2020 100.00 100.00 2021 100.00 100.00 2022 100.00 100.00 2023 100.00 100.00 2024 100.00 100.00 ISSUANCE OF THE 1995 SERIES A BONDS Under the earnings test provisions for the issuance of bonds set forth in the Prospectus under Issuance of Bonds, about $3.0 billion principal amount of bonds in addition to the 1995 Series A Bonds could have been issued under the Mortgage as of December 31, 1994, assuming an interest rate of 8 3/4%. Of the net amount of additional property certified or available for certification, there will remain approximately $1.3 billion, after the issuance of the 1995 Series A Bonds and this additional property would permit the issuance of approximately $.8 billion principal amount of bonds in addition to the 1995 Series A Bonds. UNDERWRITERS Subject to the terms and conditions of the Underwriting Agreement between the Company and the Underwriters named below, the Underwriters have severally agreed to purchase, and the Company has agreed to sell to them, severally, the respective principal amounts of the Bonds set forth below: PRINCIPAL UNDERWRITER AMOUNT ----------- ------------ Salomon Brothers Inc..................................... $ 60,000,000 CS First Boston Corporation.............................. 25,000,000 Donaldson, Lufkin & Jenrette Securities Corporation...... 25,000,000 PaineWebber Incorporated................................. 25,000,000 Prudential Securities Incorporated....................... 25,000,000 UBS Securities Inc. ..................................... 25,000,000 Trilon Securities International.......................... 5,000,000 Tucker Anthony Incorporated.............................. 5,000,000 Yamaichi International (America), Inc. .................. 5,000,000 ------------ Total................................................... $200,000,000 ============ The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to purchase all of the 1995 Series A Bonds if any are purchased. The Company has been advised by the Underwriters that the Underwriters propose to offer 1995 Series A Bonds to the public initially at the offering price set forth on the cover page of this Prospectus Supplement and to certain dealers at such price less a concession not in excess of .400% of the principal amount of the Bonds. The Underwriters may allow, and such dealers may reallow, a discount of not in excess of .250% of the principal amount to certain other dealers. After the initial public offering, the public offering price, concession and discount may be changed. There is currently no trading market for the 1995 Series A Bonds. The Underwriters may, but are not obligated to, make a market in the 1995 Series A Bonds and there can be no assurance that a market for the 1995 Series A Bonds will develop. The Underwriting Agreement further provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. S-4 LEGAL OPINIONS Certain legal matters in connection with the Bonds will be passed upon for the Company by Hunton & Williams, Richmond, Virginia, and, as to West Virginia law, by Jackson & Kelly, Charleston, West Virginia, and for the underwriters, dealers or agents, by McGuire, Woods, Battle & Boothe, L.L.P., Richmond, Virginia, who also performs certain legal services for the Company and its affiliates on other matters. S-5 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN- TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PRO- SPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PRO- SPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUP- PLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURI- TIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEI- THER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLI- CATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION. --------------- TABLE OF CONTENTS PAGE PROSPECTUS SUPPLEMENT Use of Proceeds............................................................. S-2 Selected Financial Information.............................................. S-2 Other Selected Data......................................................... S-3 Description of the 1995 Series A Bonds...................................... S-3 Underwriters................................................................ S-4 Legal Opinions.............................................................. S-5 PROSPECTUS Available Information....................................................... 2 Incorporation of Certain Documents by Reference............................. 2 The Company................................................................. 2 Description of the Bonds.................................................... 2 Plan of Distribution........................................................ 5 Use of Proceeds............................................................. 6 Ratio of Earnings to Fixed Charges.......................................... 6 Experts..................................................................... 6 Legal Opinions.............................................................. 6 $200,000,000 VIRGINIA ELECTRIC AND POWER COMPANY FIRST AND REFUNDING MORTGAGE BONDS OF 1995, SERIES A, 8 1/4%, DUE MARCH 1, 2025 SALOMON BROTHERS INC CS FIRST BOSTON DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED UBS SECURITIES INC. TRILON SECURITIES INTERNATIONAL TUCKER ANTHONY INCORPORATED YAMAICHI INTERNATIONAL (AMERICA), INC. PROSPECTUS SUPPLEMENT DATED MARCH 22, 1995