35-CERT 1 0001.txt 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________________ : CERTIFICATE In the Matter of : OF : NOTIFICATION DOMINION RESOURCES, INC. : NO. 2 Richmond, Virginia : : TRANSACTIONS File No. 70-9517 : DURING PERIOD : (Public Utility Holding Company Act of 1935) : April 1, 2000 : through : June 30, 2000 ____________________________________________ : TO THE SECURITIES AND EXCHANGE COMMISSION: By order dated December 15, 1999 (HCAR No. 27112) (the "Order") in the above captioned proceedings, the Securities and Exchange Commission ("Commission") permitted the Application-Declaration of Dominion Resources, Inc. ("Dominion"), an exempt holding company, and Consolidated Natural Gas Company ("Old CNG"), a registered holding company, to become effective. Concurrently, by order dated December 15, 1999 (HCAR No. 27113), the Commission authorized the merger (the "Merger") of Old CNG into a wholly- owned subsidiary of Dominion, which subsidiary as the survivor of the merger changed its name to Consolidated Natural Gas Company ("CNG"). The Merger was consummated on January 28, 2000. The Order authorized post- Merger financings for Dominion and CNG, and requires the filing by Dominion of certain certificates of notification pursuant to Rule 24. This certificate provides financial information for the second quarter of 2000 with respect to Dominion and its wholly-owned subsidiaries, including Dominion Energy, Inc. ("DEI"), Dominion Capital, Inc. ("DCI"), and Virginia Electric Power Company ("Virginia Power"), and subsidiaries of DEI, DCI and Virginia Power. 2 Rule 52 transactions occurring during the quarter, if any, are reported on Forms U-6B-2 filed as exhibits to this certificate. I. FINANCING BY DOMINION A. Sale of Dominion Common Stock There were no new issues of common stock during the period. B. Short Term Debt During the period, Dominion, Virginia Power and DCI issued and sold commercial paper. The maximum principal amount of each such company's commercial paper outstanding at any time during this period and the principal amount of commercial paper of each company outstanding on June 30, 2000 were as follows. Maximum Principal Amount Outstanding as of 6/30/00 (thousands) (thousands) ___________ ________________ Dominion $4,137,878 $3,451,259 Virginia Power 458,687 444,187 DCI 394,878 324,562 In June 2000, Dominion entered into a credit facility agreement that supports the combined commercial paper programs of CNG, Virginia Power and Dominion. This new facility replaced the following facilities: 3 $300 million Second Amended and Restated Short Term Credit Agreement of Dominion $200 million Virgina Power Amended and Restated 364-Day Credit Agreement $1 billion CNG Credit Agreement $400 million DEI Multi-Currency Credit agreement The new credit facility will allow aggregate borrowings by Virginia Power, Dominion and CNG up to $1.75 billion. Subject to the maximum aggregate limit of $1.75 billion, Virginia Power and CNG may borrow up to the full commitment and Dominion may borrow up to $750 million. Although CNG and Virginia Power each have access to the full $1.75 billion, they will operate within internally allocated limits of $850 million and $200 million, respectively. The transaction results in a replacement of four earlier individual credit agreements as permitted by the Order. C. Long-Term Debt On June 21, 2000 Dominion sold $700,000,000 principal amount of 2000 Series A 8-1/8% Senior Notes Due 2010 through an underwritten public offering. The price to the public was 99.903%, the underwriting discount was 0.65% and the proceeds to Dominion was $694,771,000 (99.253%). The underwriters were Merrill Lynch & Co., Morgan Stanley Dean Witter, ABN AMRO Incorporated, Banc One Capital Markets, Inc. and Wachovia Securities, Inc. The sale occurred pursuant to Dominion's shelf Registration Statement No. 333-93187. The registration statement and the Rule 424(b) prospectus, filed with the Commission on June 22, 2000, are hereby incorporated by reference. 4 II. EQUITY INVESTMENTS IN, AND GUARANTIES AND OTHER CREDIT SUPPORT BY DOMINION FOR OR ON BEHALF OF DEI, DCI AND/OR THEIR SUBSIDIARIES A. Equity Investments There were no equity investments by Dominion in DEI, DCI and/or their subsidiaries during the period. B. Guaranties and Other Credit Support Dominion has issued guaranties to various third party creditors in relation to repayment of debt by certain of its subsidiaries and in relation to electric power or gas purchases or delivery performances of its subsidiaries. The estimated total exposure on these guaranties as of June 30, 2000 is approximately $781 million, and the subsidiaries' debt subject to such guarantees totaled $406 million. 5 III. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES There were no Rule 52 transactions by Virginia Power and its subsidiaries during the reporting period. SIGNATURE The undersigned registered holding company has duly caused this quarterly Rule 24 Certificate of Notification to be signed on its behalf by its attorney subscribing below duly authorized pursuant to the Public Utility Holding Company Act of 1935. DOMINION RESOURCES, INC. By N. F. Chandler Its Attorney Dated August 29, 2000