-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Vzxf6ldg36Ovv23Erzc1O0MCCRwZfsQouYS/cN0+hf+zJVkQfGH3be0ulEAIFZDf IUGIhzEQVsoGTSJMBq02yA== 0000715957-95-000008.txt : 19950605 0000715957-95-000008.hdr.sgml : 19950605 ACCESSION NUMBER: 0000715957-95-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950602 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08489 FILM NUMBER: 95544579 BUSINESS ADDRESS: STREET 1: 901 E BYRD ST STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047755700 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 10-K/A AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13, and 15 (d) of THE SECURITIES EXCHANGE ACT OF 1934 ______________________ Dominion Resources, Inc. (Exact name of registrant as specified in charter) AMENDMENT NO. 1 TO FORM 10-K The undersigned registrant hereby amends the exhibits to its 1994 Annual Report on Form 10-K to include the following Annual Reports for the Dominion Resources, Inc. Employee Savings Plan for 1994 and the Virginia Power Hourly Employee Savings Plan for 1994. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. DOMINION RESOURCES, INC. Registrant BY Linwood R. Robertson Linwood R. Robertson Senior Vice President, Chief Financial Officer Date: June 1, 1995 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, 1994 OR ___ 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 33-55403 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Dominion Resources, Inc. Employee 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 RESOURCES, INC. EMPLOYEE SAVINGS PLAN FINANCIAL STATEMENTS TABLE OF CONTENTS Pages Independent Auditors' Report F-2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1994 and 1993 F-3 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1994, 1993 and 1992 F-4 Notes to Financial Statements F-5 - F-14 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes F-15 Item 27d - Schedule of Reportable Transactions F-16 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 INDEPENDENT AUDITORS' REPORT To the Organization and Compensation Committee of the Board of Directors of Dominion Resources, Inc. We have audited the accompanying financial statements of the Dominion Resources, Inc. Employee Savings Plan as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994, listed in the Table of Contents on page F-1. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994 and 1993, and the changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of 1) assets held for investment purposes as of December 31, 1994 and 2) reportable transactions for the year ended December 31, 1994 are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP May 16, 1995 F-2 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS _________________ December 31, ASSETS 1994 1993 Dominion Resources, Inc., common stock (1994: shares 6,431,777, cost $214,077,168 1993: shares 6,342,578, cost $201,482,880) $231,543,973 $287,794,485 Balanced Fund (1994 cost $13,275,944; 1993 cost $12,300,790) 11,739,660 11,762,064 America's Utility Fund (1994 cost $16,473,052; 1993 cost $17,917,283) 13,420,187 17,173,034 Equity Index Fund (1994 cost $16,675,190; 1993 cost $13,970,970) 17,001,227 14,493,619 NationsBank Employee Benefit Stable Capital Fund (Collective Funds) (1994 cost $27,272,287; 1993 cost $22,550,220) 29,492,668 23,581,338 U.S. Treasury Notes (1994 cost $ 9,717,333; 1993 cost $19,913,376) 9,267,834 19,950,084 Loans to participants at face value 5,057,889 6,565,626 Temporary cash investments at cost (approximates market value) 8,508,643 1,263,329 Cash 253,928 460,742 Total Investments 326,286,009 383,044,321 Interest Receivable 86,200 177,414 Contributions Receivable 23,784 35,962 Other Receivables 27,821 Total $326,423,814 $383,257,697 LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Distributions payable to participants $ 227,402 $ 505,980 Other liabilities 684 93,121 Net assets available for Plan benefits 326,195,728 382,658,596 Total $326,423,814 $383,257,697 The accompanying notes are an integral part of the financial statements. F-3 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS _________________ For the Years Ended December 31, 1994 1993 1992 Investment income: Dividends $ 18,143,556 $17,087,299 $14,882,787 Interest and other 1,316,680 2,072,323 2,476,988 Total investment income 19,460,236 19,159,622 17,359,775 Realized gain (loss) (8,659,027) 2,592,093 586,648 Unrealized appreciation (depreciation) (54,709,337) 32,902,256 9,984,000 Transfer of participants' assets to the Plan from the Virginia Power Hourly Employee Savings Plan 8,319,378 1,839,714 6,746,682 Contributions: Participants 22,908,667 22,002,757 20,819,667 Participating companies 8,713,218 8,757,674 8,356,603 Total additions (3,966,865) 87,254,116 63,853,375 Distributions to participants 52,181,439 19,345,601 42,683,448 Administrative expense 314,564 417,366 430,330 Total deductions 52,496,003 19,762,967 43,113,778 Net increase (decrease) before Cumulative Effect of a Change in Accounting Principle (56,462,868) 67,491,149 20,739,597 Cumulative Effect of a Change in Accounting Principle (Note 1) 5,865,420 Net increase (decrease) (56,462,868) 73,356,569 20,739,597 Net assets available for Plan benefits: Beginning of year 382,658,596 309,302,027 288,562,430 End of year $326,195,728 $382,658,596 $309,302,027 The accompanying notes are an integral part of the financial statements. F-4 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS __________________ 1. Summary of Significant Accounting Policies General: Dominion Resources, Inc. (Dominion Resources), offers its common stock along with other investment options (see footnote 6 for additional information) to participants in the Dominion Resources, Inc. Employee Savings Plan (the Plan). Virginia Electric and Power Company (Virginia Power), a wholly-owned subsidiary of Dominion Resources, is the designated Plan sponsor, fiduciary and administrator. 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. 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 month. Investments in mutual funds are stated at fair value based upon quoted net asset values reported on recognized securities exchanges on the last business day of the plan year Investments in bank common trust funds (funds) are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the bank sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. Distributions: Distributions from the Plan are recorded on the valuation date of the month in which a participant terminated employment, retired, or submitted a valid withdrawal request. Change in Accounting Principle: In 1993, the Plan changed its method of accounting for distributions payable to comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee Benefit Plans. The new guidance requires that distributions payable to participants who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1994 and 1993, respectively net assets available for Plan benefits included benefits of $12,544,952 and $1,273,387 due to participants who have withdrawn from participation in the Plan. 2. Plan Participants Any subsidiary of Dominion Resources may become a party to the Plan by adopting the Plan for the benefit of its qualified salary employees subject to approval of the Board of Directors of Dominion Resources. All Dominion Resources' subsidiaries comprise the Plan's Participating Companies. There were 6,509 and 7,370 participants in the Plan as of December 31, 1994 and 1993, respectively. F-5 3. Contributions Under the terms of the Plan, participants may make contributions to the Plan under the "Regular Option" and the "Savings Plus Option". The Regular Option allows participants to make after-tax contributions to the Plan. The Savings Plus Option allows participants to contribute to the Plan with before-tax dollars. A maximum of 16% of the participant's eligible earnings can be invested in the Plan. Of this 16%, up to 10% can be invested on a tax-deferred basis under the Savings Plus Option. 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 common stock. 4. Vesting Provisions Participants become vested in their own contributions immediately and in the Participating Companies' matching contributions at the earlier of (a) the beginning of the third year following the year in which the contribution was made or (b) the date the participant completes five years of service with the Company. Matching contributions vest immediately for participants aged 55 or older. 5. 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. Such forfeitures amounted to $40,687, $98,372, and $64,759 for the years ended December 31, 1994, 1993, and 1992, respectively. 6. 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-Bearing 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 return equal to the return on the U.S. stock market as measured by the Standard and Poor's 500 Index. Loan Fund - Participants are allowed to borrow against their vested balance and repay the amount over a three or four year period. 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 option (except the loan fund) in 10% increments totalling to 100%. Changes in investment options may be selected four times a year, to be effective the first day of each quarter. F-6 7. Income Taxes The Plan is a qualified employees' 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 November 9, 1993, 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. 8. Trustee Virginia Power has entered into a Trust Agreement with Signet Trust Company with respect to the DRI Common Stock, America's Utility, Equity Index, and Balanced Funds. NationsBank serves as Trustee of the Plan with respect to the Interest Bearing Fund. 9. Loans to Participants Participants are eligible to secure loans against their plan assets. The maximum loan amount is the lesser of: - 50% of the vested account balance - $50,000 (reduced by the maximum outstanding loan balance during the prior twelve months) The loans are 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 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. 10. Fund Information Statements of Net Assets Available for Benefits by Fund at December 31, 1994 and 1993, and Statements of Changes in Net Assets Available for Plan Benefits by Fund for the years ended December 31, 1994, 1993, and 1992 follows: F-7 Dominion Resources, Inc. Employee Savings Plan Statement of Net Assets Available for Plan Benefits by Fund For the Year Ended December 31, 1994 Nonparticipant Participant Directed Directed DRI Common Equity DRI Common Stock Interest America's Index Balanced Loan Stock Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund Assets Equities $265,495,895 $115,424,670 $13,420,187 $17,001,227 $ 3,530,508 $116,119,303 Interest Bearing Securities 8,209,152 8,209,152 U.S. Treasury Notes 9,267,834 $ 9,267,834 NationsBank Employee Benefit Stable Capital Fund 29,492,668 29,492,668 Short Term Investments 8,508,643 2,955,769 986,084 156,970 1,284,898 151,365 2,973,557 Cash 253,928 27,974 6,772 171,913 12,402 6,724 28,143 Loans Receivable 5,057,889 5,057,889 Contributions Receivable 23,784 9,083 2,593 1,778 2,325 1,444 6,561 Interest Receivable 86,200 222 85,556 46 116 38 222 Interfund Receivable (Payable) (11,627) (206,913) (6,390) 280,973 41,001 (160,153) 63,109 Other Receivables 27,821 12,063 3,828 5,944 5,729 257 Total Assets $326,423,814 $118,418,154 $39,638,422 13,750,448 $18,587,670 $11,940,489 4,897,736 $119,190,895 Liabilities and Net Assets Available for Plan Benefits Distributions Payable to Participants $ 227,402 $ 101,571 $ 19,492 $ 4,531 $ 1,357 $ 4,028 $ 96,423 Other Liabilities 684 684 Net Assets Available for Plan Benefits 326,195,728 118,315,899 39,618,930 13,745,917 18,586,313 11,936,461 $4,897,736 119,094,472 Total Liabilities and Net Assets Available for Plan Benefits $326,423,814 $118,418,154 $39,638,422 $13,750,448 $18,587,670 $11,940,489 $4,897,736 $119,190,895
F-8 Dominion Resources, Inc. Employee Savings Plan Statement of Net Assets Available for Plan Benefits by Fund December 31, 1993 DRI Common Equity Stock Interest America's Index Balanced Loan Total Fund Bearing Fund Utility Fund Fund Fund Fund Assets Equities $322,989,757 $287,794,485 $17,173,034 $14,493,619 $3,528,619 Interest Bearing Securities 14,799,071 8,233,445 $6,565,626 U.S. Treasury Notes 19,950,084 $19,950,084 NationsBank Employee Benefit Stable Capital Fund 23,581,338 23,581,338 Short Term Investments 1,263,329 16,351 456,636 70 785,243 5,029 Cash 460,742 41 145 459,612 930 14 Contributions Receivable 35,962 26,763 3,575 2,197 2,130 1,297 Interest Receivable 177,414 180 177,124 22 75 13 Interfund Receivable (Payable) 0 152,553 (527,397) 214,471 126,411 129,597 (95,635) Total Assets $383,257,697 $287,990,373 $43,641,505 $17,849,406 $15,408,408 $11,898,014 $6,469,991 Liabilities and Net Assets Available for Plan Benefits Distributions Payable to Participants $ 505,980 $ 263,763 $ 127,207 $ 22,401 $ 59,259 $ 33,350 Other Liabilities 93,121 61,790 23,509 3,116 2,747 1,959 Net Assets Available for Plan Benefits 382,658,596 287,664,820 43,490,789 17,823,889 15,346,402 11,862,705 $6,469,991 Total Liabilities and Net Assets Available for Plan Benefits $383,257,697 $287,990,373 $43,641,505 $17,849,406 $15,408,408 $11,898,014 $6,469,991
F-9 Dominion Resources, Inc. Employee Savings Plan Statement of Changes in Net Assets Available for Plan Benefits by Fund For the Year Ended December 31, 1994 Nonparticipant Participant Directed Directed DRI Common Equity DRI Common Stock Interest America's Index Balanced Loan Stock Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund Investment Income: Dividends $ 18,143,556 $ 8,062,020 $ 683,026 $ 375,338 $ 735,526 $ 8,287,646 Interest and other 1,316,680 25,640 $ 757,002 98,725 11,834 5,567 $ 403,633 14,279 Total 19,460,236 8,087,660 757,002 781,751 387,172 741,093 403,633 8,301,925 Realized Gain (Loss) (8,659,027) (3,789,953) (117,394) (627,495) (42,242) (105,599) (3,976,344) Unrealized Appreciation (Depreciation) (54,709,337) (25,116,752) 489,611 (2,476,513) (102,649) (1,091,575) (26,411,459) Transfer of Participants' Assets to the Plan from the Virginia Power Hourly Employee Savings Plan 8,319,378 3,222,444 1,855,098 3,241,836 Contributions: Participants 22,908,667 12,117,602 3,434,923 2,594,979 2,922,891 1,838,272 Participating Companies 8,713,218 8,713,218 Interfund Transfers, Net 4,076,871 (3,034,506) (2,408,023) 1,828,293 400,918 (1,529,569) 666,016 Total Additions/ (Subtractions) (3,966,865) (1,402,128) 3,384,734 (2,135,301) 4,993,465 1,783,109 (1,125,936) (9,464,808) Distributions to Participants 52,181,439 20,111,634 7,178,722 1,931,580 1,728,563 1,700,024 438,584 19,092,332 Administrative Expense 314,564 90,507 77,871 11,091 24,991 9,329 7,735 93,040 Total Deductions 52,496,003 20,202,141 7,256,593 1,942,671 1,753,554 1,709,353 446,319 19,185,372 Net Increase/(Decrease)(56,462,868) (21,604,269) (3,871,859) (4,077,972) 3,239,911 73,756 (1,572,255) (28,650,180) Net Assets Available for Plan Benefits: Beginning of Year 382,658,596 139,920,168 43,490,789 17,823,889 15,346,402 11,862,705 6,469,991 $147,744,652 End of Year $326,195,728 $118,315,899 $ 39,618,930 $13,745,917 $18,586,313 $11,936,461 $4,897,736 $119,094,472 Dominion Resources, Inc. Employee Savings Plan Statement of Changes in Net Assets Available for Plan Benefits by Fund For the Year Ended December 31, 1993
DRI Common Equity Stock Interest America's Index Balanced Loan Total Fund Bearing Fund Utility Fund Fund Fund Fund Investment Income: Dividends $ 17,087,299 $ 15,295,621 $ 601,455 $ 158,275 $ 1,031,948 Interest 2,072,323 12,924 $ 1,604,823 312 11,859 181 $ 442,224 Total 19,159,622 15,308,545 1,604,823 601,767 170,134 1,032,129 442,224 Realized Gain (Loss) 2,592,093 2,748,384 (140,511) 0 0 (15,780) Unrealized Appreciation (Depreciation) 32,902,256 32,253,794 1,408,609 (744,249) 522,829 (538,727) Transfer of Participants' Assets to the Plan from the Virginia Power Hourly Employee Savings Plan 1,839,714 1,616,697 223,017 Contributions: Participants 22,002,757 12,966,328 5,654,827 1,292,729 1,306,558 782,315 Participating Companies 8,757,674 8,757,674 Interfund Transfers, Net 0 (14,655,518) (26,150,435) 16,769,881 13,483,748 10,728,874 (176,550) Total Additions/ (Subtractions) 87,254,116 58,995,904 (17,399,670) 17,920,128 15,483,269 11,988,811 265,674 Distributions to Participants 19,345,601 15,098,610 3,864,859 83,053 125,095 117,468 56,516 Administrative Expense 417,366 244,584 124,182 13,186 11,772 8,638 15,004 Total Deductions 19,762,967 15,343,194 3,989,041 96,239 136,867 126,106 71,520 Net Increase/(Decrease) Before Cumulative Effect of a Change in Accounting Principle 67,491,149 43,652,710 (21,388,711) 17,823,889 15,346,402 11,862,705 194,154 Cumulative Effect of a Change in Accounting Principle 5,865,420 4,402,472 1,462,948 0 0 0 0 Net Increase/(Decrease) 73,356,56 48,055,182 (19,925,763) 17,823,889 15,346,402 11,862,705 194,154 Net Assets Available for Plan Benefits: Beginning of Year 309,302,027 239,609,638 63,416,552 0 0 0 6,275,837 End of Year $382,658,596 $287,664,820 $ 43,490,789 $17,823,889 $15,346,402 $11,862,705 $6,469,991
F-11 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1992 _________________ Dominion Resources, Inc. Interest Common Stock Bearing Loan Total Fund Fund Fund Investment income: Dividends $ 14,882,787 $ 14,882,787 Interest 2,476,988 24,100 $ 2,312,149 $ 140,739 Total investment income 17,359,775 14,906,887 2,312,149 140,739 Realized gain (loss) 586,648 848,911 (262,263) Unrealized appreciation 9,984,000 8,895,663 1,088,337 Transfer of participants' assets to the Plan from the Virginia Power Hourly Employee Savings Plan 6,746,682 5,607,470 1,139,212 Contributions: Participants 20,819,667 13,283,927 7,535,740 Participating companies 8,356,603 8,356,603 Total additions 63,853,375 51,899,461 11,813,175 140,739 Distributions to participants 42,683,448 33,246,215 9,437,233 Administrative expense 430,330 273,115 157,215 Interfund transfers, net 3,926,375 2,208,723 (6,135,098) Total deductions 43,113,778 37,445,705 11,803,171 (6,135,098) Net increase 20,739,597 14,453,756 10,004 6,275,837 Net assets available for Plan benefits: Beginning of year 288,562,430 225,155,882 63,406,548 End of year $309,302,027 $239,609,638 $63,416,552 $ 6,275,837 F-12 11. Right to Terminate Virginia Power 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 the Participating Companies. 12. Unrealized Appreciation/Depreciation For 1992 through 1994, the net change in unrealized appreciation (depreciation) on investments was as follows: 1994 1993 1992 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $(51,528,211) $32,253,794 $8,895,663 U.S. Treasury Notes (313,351) 32,366 (275,454) Mutual Funds (3,568,088) (1,282,976) (55,409,650) 31,003,184 8,620,209 Investments at Estimated Fair Value: Bank Common Trust Funds 700,313 1,899,072 1,363,791 $(54,709,337) $32,902,256 $9,984,000 13. Realized Gains and Losses on Dispositions Proceeds from dispositions are reported net of any brokerage or other fees. Realized gains and losses on dispositions are recognized and measured using the carrying values for each transaction. 1994 1993 1992 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $(7,766,297) $2,748,384 $ 848,911 U.S. Treasury Notes (192,474) (321,382) (262,263) Mutual Funds (733,094) (15,780) (8,691,865) 2,411,222 586,648 Investments at Estimated Fair Value: Bank Common Trust Funds 32,838 180,871 $(8,659,027) $2,592,093 $ 586,648 F-13 14. Investments Exceeding 5% of Net Assets The following table represents the fair value of investments at each year end with investments exceeding 5% of the Plan's net assets shown separately: 1994 1993 Investments at Fair Value as Determined by Quoted Market Price: Common Stock DRI Common Stock $231,543,973 $287,794,485 U.S. Treasury Notes 9,267,834 19,950,084 Mutual Funds 25,159,847 28,935,098 265,971,654 336,679,667 Investments at Estimated Fair Value: NationsBank Employee Benefit Stable Capital Fund 29,492,668 23,581,338 Mellon National Bank Employee Benefit Stock Index Fund 17,001,227 14,493,619 Money Market 8,508,643 1,263,329 $320,974,192 $376,017,953 F-14 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1994 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES Current Description Cost Value Cash $ 253,928 $ 253,928 Temporary cash investments: Medalist Money Market Fund II 7,753,234 7,753,234 NationsBank Prime Portfolio Trust 754,988 754,988 Mellon Employee Benefit Temporary Investment Fund 421 421 Total temporary cash investments 8,508,643 8,508,643 Dominion Resources Common Stock 214,077,168 231,543,973 Miller, Anderson and Sherrerd Funds Fixed Income 9,389,192 8,209,152 Miller, Anderson and Sherrerd Funds Equity 3,886,752 3,530,508 America's Utility Fund 16,473,052 13,420,187 Mellon National Bank Employee Benefit Stock Index Fund 16,675,190 17,001,227 NationsBank Employee Benefit Stable Capital Fund (Collective Funds) 27,272,287 29,492,668 U.S. Treasury Notes: United States Treasury Note DTD 12/02/91 6.500% due 11/30/96 1,511,118 1,403,614 United States Treasury Note DTD 11/16/92 5.125% due 11/15/95 4,300,200 4,226,968 United States Treasury Note 8.500% due 04/15/97 3,906,015 3,637,252 Total U.S. Treasury Notes 9,717,333 9,267,834 Participant Loans bearing interest from 7% to 8.5% with maturities ranging from 30 months to 48 months 5,057,889 5,057,889 Total Assets Held For Investment $311,311,434 $326,286,009 F-15 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1994 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS The Dominion Resources, Inc. Employee Savings Plan assets are combined with the assets of the Virginia Power Hourly Employee Savings Plan in a master trust for investment purposes. Such schedules report the 5% transactions which transpired in 1994 for this master trust and were filed in paper format as Exhibit 99(i). F-16 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, 1994 OR ___ 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 33-55403 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Virginia Power Hourly Employee 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 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN FINANCIAL STATEMENTS TABLE OF CONTENTS Pages Independent Auditors' Report F-2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1994 and 1993 F-3 - F-4 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1994, 1993 and 1992 F-5 - F-7 Notes to Financial Statements F-8 - F-11 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes F-12 Item 27d - Schedule of Reportable Transactions F-13 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 INDEPENDENT AUDITORS' REPORT To the Organization and Compensation Committee of the Board of Directors of Dominion Resources, Inc. We have audited the accompanying financial statements of the Virginia Power Hourly Employee Savings Plan as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994, listed in the Table of Contents on page F-1. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1994 and 1993, and the changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of 1) assets held for investment purposes as of December 31, 1994 and 2) reportable transactions for the year ended December 31, 1994 are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information by fund is presented for the purpose of additional analysis of the basic financial statements rather than to present information regarding the net assets available for benefits and changes in net assets available for benefits of the individual funds, and is not a required part of the basic financial statements. The supplemental schedules and information by fund are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1994 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP May 16, 1995 F-2 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994 Supplemental Information by Fund NonParticipant Participant Directed Directed Dominion Dominion Resources, Inc. Interest Resources, Inc. Common Stock Bearing Loan Common Stock ASSETS Total Fund Fund Fund Fund Investments in securities: Dominion Resources, Inc., 1,417,906 shares of common stock at market value (cost $49,369,999) $51,044,616 $25,445,741 $25,598,875 Common Trust Fund (cost $10,780,297) 11,657,980 $11,657,980 U.S. Treasury Notes at market value (cost $3,841,105) 3,663,426 3,663,426 Total investments in securities 66,366,022 25,445,741 15,321,406 25,598,875 Loans to participants at face value 1, 08,249 $1,408,249 Temporary cash investments at cost (approximates market value) 1,757,191 681,653 389,783 685,755 Cash 15,618 6,451 2,677 6,490 Contributions receivable 7,326 3,102 1,983 2,241 Interfund receivable (payable) 23,455 3,673 (50,306) 23,178 Interest receivable 62,058 51 61,955 52 Other receivables 612 102 510 Total $69,617,076 $26,160,555 $15,781,987 $1,357,943 $26,316,591 LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Distributions payable to participants $ 89,215 $ 40,286 $ 10,682 $ 38,247 Other liabilities 152 152 Net assets available for Plan benefits 69,527,709 26,120,117 15,771,305 $1,357,943 $26,278,344 Total $69,617,076 $26,160,555 $15,781,987 $1,357,943 $26,316,591
The accompanying notes are an integral part of the financial statements. F-3 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1993 _________________ Supplemental Information by Fund Dominion Resources, Inc. Interest Common Stock Bearing Loan ASSETS Total Fund Fund Fund Investments in securities: Dominion Resources, Inc., 1,429,237 shares of common stock at market value (cost $45,402,158) $64,851,619 $64,851,619 Common Trust Fund (cost $8,382,866) 8,766,178 $8,766,178 U.S. Treasury Notes at market value (cost $7,402,640) 7,416,286 7,416,286 Total investments in securities 81,034,083 64,851,619 16,182,464 Loans to participants at face value 1,517,059 $1,517,059 Temporary cash investments at cost (approximates market value) 173,435 3,684 169,751 Cash 63 9 54 Contributions Receivable 9,855 8,130 1,725 Interfund receivable (payable) 4,520 (18,374) 13,854 Interest receivable 76,676 41 76,635 Total $82,811,171 $64,868,003 $16,412,255 $1,530,913 LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Distributions payable to participants $ 181,707 $ 137,479 $ 44,228 Other liabilities 21,558 11,386 10,172 Net assets available for Plan benefits 82,607,906 64,719,138 16,357,855 $1,530,913 Total $82,811,171 $64,868,003 $16,412,255 $1,530,913
The accompanying notes are an integral part of the financial statements. F-4 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994 Supplemental Information by Fund Nonparticipant Participant Directed Directed Dominion Dominion Resources, Inc. Interest Resources, Inc. Common Stock Bearing Loan Common Stock Total Fund Fund Fund Fund Investment income: Dividends $ 3,630,373 $ 1,790,137 $ 1,840,236 Interest 379,276 6,652 $ 279,845 $ 89,074 3,705 Total investment income 4,009,649 1,796,789 279,845 89,074 1,843,941 Realized (loss) (1,799,289) (856,875) (43,397) (899,017) Unrealized appreciation (depreciation) (11,569,787) (6,174,924) 641,744 (6,036,607) Contributions: Participants 6,766,781 4,138,907 2,627,874 Participating companies 2,975,733 2,975,733 Total additions 383,087 (1,096,103) 3,506,066 89,074 (2,115,950) Distribution to participants 5,071,563 1,827,334 1,471,226 38,282 1,734,721 Administrative expense 72,343 20,097 28,787 2,800 20,659 Transfer of participants' assets from the Plan to the Dominion Resources Employee Savings Plan 8,319,378 3,222,444 1,855,098 3,241,836 Interfund transfers, net (806,706) 737,505 220,962 (151,761) Total deductions 13,463,284 4,263,169 4,092,616 262,044 4,845,455 Net (decrease) (13,080,197) (5,359,272) (586,550) (172,970) (6,961,405) Net assets available for Plan benefits: Beginning of year 82,607,906 31,479,389 16,357,855 1,530,913 33,239,749 End of year $ 69,527,709 $26,120,117 $15,771,305 $1,357,943 $ 26,278,344
The accompanying notes are an integral part of the financial statements. F-5 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993 _________________ Supplemental Information by Fund Dominion Resources, Inc. Interest Common Stock Bearing Loan Total Fund Fund Fund Investment income: Dividends $ 3,337,125 $ 3,337,125 Interest 534,129 3,440 $ 427,885 $ 102,804 Total investment income 3,871,254 3,340,565 427,885 102,804 Realized gain (loss) 551,595 589,059 (37,464) Unrealized appreciation 7,583,495 7,536,720 46,775 Contributions: Participants 6,667,504 3,938,924 2,728,580 Participating companies 2,646,269 2,646,269 Total additions 21,320,117 18,051,537 3,165,776 102,804 Distributions to participants 4,371,250 3,182,285 1,188,965 Administrative expense 89,654 53,363 33,110 3,181 Transfer of participants' assets from the Plan to the Dominion Resources Employee Savings Plan 1,839,714 1,616,697 223,017 Interfund transfers, net (430,296) 616,379 (186,083) Total deductions 6,300,618 4,422,049 2,061,471 (182,902) Net increase 15,019,499 13,629,488 1,104,305 285,706 Net assets available for Plan benefits: Beginning of year 67,588,407 51,089,650 15,253,550 1,245,207 End of year $82,607,906 $64,719,138 $16,357,855 $1,530,913
The accompanying notes are an integral part of the financial statements. F-6 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1992 _________________ Supplemental Information by Fund Dominion Resources, Inc. Interest Common Stock Bearing Loan Total Fund Fund Fund Investment income: Dividends $ 2,962,281 $ 2,962,281 Interest 612,268 4,797 $ 585,955 $ 21,516 Total investment income 3,574,549 2,967,078 585,955 21,516 Realized gain (loss) 16,472 82,934 (66,462) Unrealized appreciation 2,512,511 1,978,823 533,688 Contributions: Participants 5,857,595 3,227,758 2,629,837 Participating companies 2,545,733 2,545,733 Total additions 14,506,860 10,802,326 3,683,018 21,516 Distributions to participants 4,304,643 3,099,502 1,205,141 Administrative expense 104,703 57,370 47,333 Transfer of participants' assets from the Plan to the Dominion Resources Employee Savings Plan 6,746,682 5,607,470 1,139,212 Interfund transfers, net 703,320 520,371 (1,223,691) Total deductions 11,156,028 9,467,662 2,912,057 (1,223,691) Net increase 3,350,832 1,334,664 770,961 1,245,207 Net assets available for Plan benefits: Beginning of year 64,237,575 49,754,986 14,482,589 End of year $ 67,588,407 $51,089,650 $15,253,550 $1,245,207
The accompanying notes are an integral part of the financial statements. F-7 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS __________________ 1. Summary of Significant Accounting Policies General: Dominion Resources, Inc. (Dominion Resources), offers its common stock to participants in the Virginia Power Hourly Employee Savings Plan (the Plan). Virginia Electric and Power Company (Virginia Power), a wholly-owned subsidiary of Dominion Resources, is the designated Plan sponsor, fiduciary and administrator. 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. 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 month (the valuation date). Investments in bank common trust funds (funds) are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the bank sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. Distributions: Distributions from the Plan are recorded on the valuation date of the month in which a participant terminated employment, retired, or submitted a valid withdrawal request. Distributions Payable: In 1993, the Plan changed its method of accounting for distributions payable to comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee Benefit Plans. The new guidance requires that distributions payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1994 and 1993, respectively net assets available for benefits included benefits of $220,632 and $83,481 due to participants who have withdrawn from participation in the Plan. 2. Plan Participants Any subsidiary of Dominion Resources may become a party to the Plan by adopting the Plan for the benefit of its qualifying hourly employees subject to approval of the Board of Directors of Dominion Resources. All Dominion Resources' subsidiaries comprise the Plan's Participating Companies. There were 3,265 and 3,551 participants in the Plan as of December 31, 1994 and 1993, respectively. 3. Contributions Under the terms of the Plan, participants may make contributions to the Plan under the "Regular Option" and the "Savings Plus Option". The Regular Option allows participants to make after-tax contributions to the Plan. The Savings Plus Option allows participants to contribute to the Plan with before-tax dollars. F-8 A maximum of 16% of the participant's eligible earnings can be invested in the Plan. Of this 16%, up to 10% can be invested on a tax-deferred basis under the Savings Plus Option. 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 common stock. 4. Vesting Provisions Participants become vested in their own contributions immediately and in the Participating Companies' matching contributions at the earlier of (a) the beginning of the third year following the year in which the contribution was made or (b) the date the participant completes five years of service with the Company. Matching contributions vest immediately for participants aged 55 or older. 5. 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. Such forfeitures amounted to $14,265, $44,029, and $41,344 for the years ended December 31, 1994, 1993, and 1992, respectively. 6. Investment Options The Plan provides for two investment options which include the Dominion Resources Common Stock Fund (Stock Fund) and the Interest Bearing Fund. The Interest Bearing Fund investments include securities of the United States government and other highly rated securities. Participants may elect to have 50% of their contributions invested in each of the Funds or to have 100% invested in either Fund. 7. 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 November 9, 1993, 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. 8. Trustee Virginia Power has entered into a Trust Agreement with Signet Trust Company with respect to the Dominion Resources, Inc. Common Stock Fund. NationsBank serves as Trustee of the Plan with respect to the Interest Bearing Fund. 9. Loans to Participants Participants are eligible to secure loans against their Plan assets. The maximum loan amount is the lesser of: - 50% of the vested account balance - $50,000 (reduced by the maximum outstanding loan balance during the prior twelve months) F-9 The loans are 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 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. 10. Right to Terminate Virginia Power 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. 11. Unrealized Appreciation For 1992 through 1994, the net change in unrealized appreciation (depreciation) on investments was as follows: 1994 1993 1992 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $(12,211,531) $7,536,720 $1,978,823 U.S. Treasury Notes (410,716) 8,629 (135,134) (12,622,247) 7,545,349 1,843,689 Investments at Estimated Fair Value: Bank Common Trust Funds 1,052,460 38,146 668,822 $(11,569,787) $7,583,495 $2,512,511 F-10 12. Realized Gains and Losses on Dispositions Proceeds from dispositions are reported net of any brokerage or other fees. Realized gains and losses on dispositions are recognized and measured using the carrying values for each transaction. 1994 1993 1992 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $(1,755,892) $589,059 $ 82,934 U.S. Treasury Notes (71,154) (85,688) (66,462) (1,827,046) 503,371 16,472 Investments at Estimated Fair Value: Bank Common Trust Funds 27,757 48,224 $(1,799,289) $ 551,595 $ 16,472 13. Investments Exceeding 5% of Net Assets The following table represents the fair value of investments at each year end with investments exceeding 5% of the Plan's net assets shown separately: 1994 1993 Investments at Fair Value as Determined by Quoted Market Price: Common Stock DRI Common Stock $51,044,616 $64,851,619 U.S. Treasury Notes 3,663,426 7,416,286 54,708,042 72,267,905 Investments at Estimated Fair Value: Bank Common Trust Funds NationsBank Employee Benefit Stable Capital Fund 11,657,980 8,766,178 Money Market 1,757,191 173,435 $68,123,213 $81,207,518 F-11 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1994 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES Current Description Cost Value Cash $ 15,618 $ 15,618 Temporary cash investments: Medalist Money Market Account II 1,458,757 1,458,757 NationsBank Prime Fund 298,434 298,434 Total temporary cash investments 1,757,191 1,757,191 Dominion Resources Common Stock 49,369,999 51,044,616 NationsBank Employee Benefit Stable Capital Fund (Collective Funds) 10,780,297 11,657,980 U.S. Treasury Notes: United States Treasury Note DTD 12/02/91 6.500% due 11/30/96 597,320 554,826 United States Treasury Note DTD 11/16/92 5.125% due 11/15/95 1,699,800 1,670,852 United States Treasury Note 8.500% due 04/15/97 1,543,985 1,437,748 Total U.S. Treasury Notes 3,841,105 3,663,426 Participant Loans bearing interest from 7% to 8.5% with maturities ranging from 30 months to 48 months 1,408,249 1,408,249 Total Assets Held For Investment $67,172,459 $69,547,080 F-12 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1994 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS The Virginia Power Hourly Employee Savings Plan assets are combined with the assets of the Dominion Resources, Inc. Employee Savings Plan in a master trust for investment purposes. Such schedules report the 5% transactions which transpired in 1994 for this master trust and were filed in paper format as Exhibit 99(iii). F-13 EX-99 2 EXHIBIT INDEX FORM 11-K DECEMBER 31, 1994 EXHIBIT INDEX Exhibit Page Exhibit 99(i) Financial Statements to Form 11-K of Dominion Resources, Inc. Employee Savings Plan (Filed in paper format) Exhibit 99(ii) Independent Auditor's Consent (Filed electronically herewith) Exhibit 99(iii) Financial Statements to Form 11-K of Virginia Power Hourly Employee Savings Plan (Filed in paper format) Exhibit 99(iv) Independent Auditor's Consent (filed electronically herewith) EX-99.II 3 AUDITOR'S CONSENT Exhibit 99(ii) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-55403 of Dominion Resources, Inc. on Form S-8 of our report dated May 16, 1995, appearing in this Annual Report on Form 11-K of Dominion Resources, Inc. Employee Savings Plan for the year ended December 31, 1994. DELOITTE & TOUCHE LLP Richmond, Virginia May 30, 1995 EX-99.IV 4 AUDITOR'S CONSENT Exhibit 99(iv) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-55403 of Dominion Resources, Inc. on Form S-8 of our report dated May 16, 1995, appearing in this Annual Report on Form 11-K of Virginia Power Hourly Employee Savings Plan for the year ended December 31, 1994. DELOITTE & TOUCHE LLP Richmond, Virginia May 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----