U-9C-3 1 driu9c3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 For the Calendar Quarter Ended September 30, 2000 Dominion Resources, Inc. (Name of registered holding company) 120 Tredegar Street Richmond, Virginia 23219 (Address of principal executive offices) Table of Contents Page ____ Item 1. Organization Chart 2 Item 2. Issuance and Renewals of Securities and Capital Contributions 3 Item 3. Associate Transactions 4 Item 4. Summary of Aggregate Investment 6 Item 5. Other Investments 7 Item 6. Financial Statements and Exhibits 7 1 ITEM 1 - ORGANIZATION CHART Name of Energy or Date of State of %of voting Nature Reporting Gas Related Organiz- Incorpor- Securities of Company Company ation ation Held Business _________ ___________ ________ _________ __________ ________ Dominion Energy, Inc.("DEI")(a) Dominion Energy Energy 2/22/00 Virginia 100% by (b) Direct Sales, Related DEI Inc.("DEDS") Dominion Energy Energy 9/21/00 Virginia 100% by (c) Exchange, Inc. Related DEI ("DEE")(new) EIP Holdings, Energy 3/29/00 Delaware (d) (c) LLC ("EIP")(new) Related (a) DEI is a wholly-owned subsidiary of Dominion Resources, Inc. ("DRI"), which became a registered holding company subsequent to the merger of Consolidated Natural Gas Company ("CNG") into a wholly-owned subsidiary of DRI on January 28, 2000. (b) DEDS engages in the business of providing energy services, including retail sales of electricity and gas to commercial and industrial users, engineering, consulting and construction activities and other energy related services. (c) DEE was formed to invest in EIP which owns 66.34% of TradeSpark, LP, an electronic and telephonic marketplace for transactions in natural gas, electricity, coal, sulfur dioxide and nitrogen dioxide emissions allowances and weather financial products. (d) DEE's voting rights in EIP cannot exceed 9.9% unless (i) its economic interest is less than 10% or (ii) it elects to increase its voting rights to equal its economic interest. 2 ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Company Company Contributing Receiving Type and Amount of Capital Capital Capital Infusion ____________ ___________ __________________ DEI DEDS $300,000 capital contribu- tion (e) DEI DEE $1,000 in return for 100 shares of no par common stock $2,500,000 capital contrib- ution (f) (e) DEDS also receives intercompany advances from DEI. During the quarter DEDS received $4,719,988 in such advances and made repayments of advances in the amount of $1,295,787. (f) The $2.5 million capital contribution was in the form of an investment in EIP initially paid for by DEI for the benefit of DEE. 3 ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies Reporting Associate Company Company Types of Direct Indirect Cost Total Rendering Receiving Services Costs Costs or Amount Service Service(g) Rendered Charged Charged Capital Billed _________ _________ ________ _______ ________ _______ ______ DEDS Evantage Project $254,956 $421,599 0 $676,555 Division Management, of Virginia Engineering, Power Marketing DEDS Virginia Marketing 33,846 0 0 33,846 Power Energy Marketing, Inc. DEDS Evantage, Project 115,441 252,105 0 367,546 Inc. Management, Engineering, Marketing (g) All services are being provided at cost and are being billed (with the exception of certain direct billings) through Dominion Resources Service Company, Inc. As per Rules 80 and 81, energy purchases are not reported hereunder. 4 Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies Associate Reporting Company Company Types of Direct Indirect Cost Total Rendering Receiving Services Costs Costs of Amount Services Service Rendered Charged Charged Capital Billed _________ _________ ________ ________ ________ _______ ________ (h) (h) DEDS receives services from Dominion Resources Services, Inc. which are billed through DEDS' immediate parent, DEI. Such services are billed pursuant to DEI's standard at-cost service agreement with Dominion Resources Services, Inc. and Consolidated Natural Gas Service Company, Inc. Information with respect to transactions under such agreements is not provided in this report, but will be provided by Form U-13-60. 5 ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT Investments in energy-related companies (in thousands): Total consolidated capitalization of DRI as of September 30, 2000 $18,898,251 Line 1 Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) 2,834,738 Line 2 Greater of $50 million or line 2 2,834,738 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) 6,509 Line 4 Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding system (line 3 less line 4) 2,828,229 Investments in gas-related companies (in thousands): Total current aggregate investment: None(i) (categorized by major line of gas-related business) (i) CNG, which is registered as a holding company solely by reason of ownership of voting securities of gas utility companies, has a gas-related company which is covered by a Form U-9C-3 filed by CNG. 6 ITEM 5 - OTHER INVESTMENTS Major Line of Other Invest- Other Invest- Reason for Energy-Related ment in Last ment in this Difference in Business U-9C-3 Report U-9C-3 Report Other Investment ______________ _____________ _____________ ________________ None ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements Balance sheet as of September 30, 2000 and income statements for the three and nine months ending September 30, 2000 of DEDS. (Filed under confidential treatment pursuant to Rule 104(b)) Balance sheet as of September 30, 2000 of DEE. No income statement of DEE is filed since it has had no business activity during the quarter. (Filed under confidential treatment pursuant to Rule 104(b)) B. Exhibits The certificate as to filing with interested state commissions is attached hereto as Exhibit B. 7 SIGNATURE The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned attorney thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. DOMINION RESOURCES, INC. By: N. F. Chandler Its Attorney November 29, 2000 8 Exhibit B CERTIFICATE The undersigned certifies that he is the duly designated and acting attorney of Dominion Resources, Inc., a Virginia corporation ("DRI") and that: DRI's Quarterly Report on Form U-9C-3 filed pursuant to Rule 58 for the quarter ended June 30, 2000 was filed with each state commission having jurisdiction over the retail rates of the public utility companies that are associate companies of any of the reporting companies. The names and addresses of such state utility commissions are: Utilities Department Public Utility Commission of Ohio 180 Broad Street Columbus, OH 43266-0573 Executive Secretary West Virginia Public Service Commission 201 Brooks Street Charleston, WV 25301 Secretary Pennsylvania Public Utility Commission North Office Building Commonwealth Avenue and North Street Harrisburg, PA 17101 General Counsel Virginia State Corporation Commission 1300 East Main Street 10th Floor Richmond, VA 23219 Chief Clerk North Carolina Utilities Commission 4325 Mail Service Center Raleigh, North Carolina 27699-4325 1 IN WITNESS WHEREOF, I have hereunto set my hand as of the 29th day of November, 2000. N. F. Chandler Attorney for Dominion Resources, Inc. 2