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As Filed with the Securities and Exchange Commission on March 28, 2002. File No. 333- SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)
Virginia |
54-1229715 |
(State or other jurisdiction of |
(I.R.S. Employer |
120 Tredegar Street
Richmond, Virginia 23219
(804) 819-2000
Thrift Plan of CNG Transmission Corporation and Hope Gas, Inc. for Employees Represented by the United Gas Workers Union, Local No. 69 - Division II, SEIU, AFL-CIO |
Thrift Plan of the Peoples Natural Gas Company for Employees Represented by the United Gas Workers Union, Local 69 - Division I, SEIU, AFL-CIO |
Thrift Plan of the River Gas Division of the East Ohio Gas Company for Employees Represented by the United Gas Workers Union, Local 69, Division II, SEIU, AFL-CIO |
Thrift Plan of the West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by Local Union No. 308, the Utility Workers Union of America, AFL-CIO |
Thrift Plan of the West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by Local Union No. 308-C, the Utility Workers Union of America, AFL-CIO |
Dominion East Ohio Gas Union Savings Plan |
(Full Titles of Plans) |
Patricia A. Wilkerson, Vice President and Corporate Secretary
Karen W. Doggett, Assistant Corporate Secretary
Dominion Resources, Inc.
120 Tredegar Street,
Richmond, Virginia 23219
(804) 819-2000
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Proposed Maximum Offering PricePer Share (1) |
Proposed Maximum |
Amount of |
Common Stock (without par |
1,000,000 shares |
$64.08 |
$64,080,000 |
$5,895 |
(1) Pursuant to Rule 457, these prices are estimated solely for the purpose of calculating the registration fee and are based upon the average of the high and low sales prices of the Registrant's Common Stock on the New York Stock Exchange on March 25, 2002
(2) Pursuant to rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
Exhibits
5 |
Opinion of James F. Stutts, Vice President and General Counsel of Dominion Resources, Inc. (filed herewith). |
23.1 |
Consent of Deloitte & Touche LLP (filed herewith). |
23.2 |
Consent of James F. Stutts (included in Exhibit 5). |
24 |
Powers of Attorney (included in signature page of the Form S-8 and incorporated by reference). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, the Commonwealth of Virginia, on the 28th day of March 2002.
DOMINION RESOURCES, INC. |
|
By: |
/s/ Thos. E. Capps |
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Thos. E. Capps, Chairman of the Board, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on the 28th day of March 2002. The officers and directors whose signatures appear below hereby constitute Patricia A. Wilkerson, Karen W. Doggett, James F. Stutts, or Mark O. Webb, either of whom may act, as their true and lawful attorneys-in fact, with full power to sign on their behalf individually and in each capacity stated below and file all amendments and post-effective amendments to the registration statement making such changes in the registration statement as the registrant deems appropriate, and generally to do all things in their name and in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.
Signature |
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Title |
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/s/ Williams S. Barrack, Jr. |
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Director |
William S. Barrack, Jr. |
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/s/ Ronald J. Calise |
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Director |
Ronald J. Calise |
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/s/ Thos. E. Capps |
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Chairman of the Board of Directors, |
Thos. E. Capps |
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President and Chief Executive Officer |
/s/ George A. Davidson, Jr. |
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Director |
George A. Davidson, Jr. |
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/s/ John W. Harris |
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Director |
John W. Harris |
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/s/ Benjamin J. Lambert, III |
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Director |
Benjamin J. Lambert, III |
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/s/ Richard L. Leatherwood |
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Director |
Richard L. Leatherwood |
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/s/ Margaret A. McKenna |
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Director |
Margaret A. McKenna |
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/s/ Steven A. Minter |
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Director |
Steven A. Minter |
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Signature |
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Title |
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Director |
K.A. Randall |
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/s/ Frank S. Royal |
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Director |
Frank S. Royal |
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/s/ S. Dallas Simmons |
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Director |
S. Dallas Simmons |
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/s/ Robert H. Spilman |
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Director |
Robert H. Spilman |
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/s/ David A. Wollard |
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Director |
David A. Wollard |
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/s/ Thomas N. Chewning |
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Executive Vice President and |
Thomas N. Chewning |
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Chief Financial Officer |
/s/ Steven A. Rogers |
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Vice President and Controller |
Steven A. Rogers |
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(Principal Accounting Officer) |
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Pursuant to the requirements of the Securities Act of 1933, the committee members of the following Dominion Resources, Inc. employee benefit plans have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized in the City of Richmond, Commonwealth of Virginia, on the 28th day of March 2002.
By |
/s/ Anthony E. Manning |
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Anthony E. Manning |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below on the 28th day of March 2002, by the members of the Committee for the administration of the following thrift plans of Dominion Resources, Inc.:
Thrift Plan of CNG Transmission Corporation and Hope Gas, Inc. for Employees Represented by the United Gas Workers Union, Local No. 69 - Division II, SEIU, AFL-CIO;
Thrift Plan of the Peoples Natural Gas Company for Employees Represented by the United Gas Workers Union, Local 69 - Division I, SEIU, AFL-CIO;
Thrift Plan of the River Gas Division of the East Ohio Gas Company for Employees Represented by the United Gas Workers Union, Local 69, Division II, SEIU, AFL-CIO;
Thrift Plan of the West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by Local Union No. 308, the Utility Workers Union of America, AFL-CIO;
Thrift Plan of the West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by Local Union No. 308-C, the Utility Workers Union of America, AFL-CIO; and
Dominion East Ohio Gas Union Savings Plan.
Signature |
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Title |
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/s/ Anthony E. Manning |
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Chairman |
Anthony E. Manning |
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/s/ G. Scott Hetzer |
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Member |
G. Scott Hetzer |
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/s/ Annetta R. Riekel |
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Member |
Annetta R. Riekel |
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/s/ Steven A. Rogers |
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Member |
Steven A. Rogers |
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Exhibit 5
March 28, 2002
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
Ladies and Gentlemen:
With respect to the Registration Statement on Form S-8 of Dominion Resources, Inc. (the Company) in connection with the registration of 1,000,000 shares of common stock, without par value, (Common Stock) reserved for issuance pursuant to the following thrift plans of Dominion Resources, Inc. (the Plans):
Thrift Plan of CNG Transmission Corporation and Hope Gas, Inc. for Employees Represented by the United Gas Workers Union, Local No. 69 - Division II, SEIU, AFL-CIO;
Thrift Plan of the Peoples Natural Gas Company for Employees Represented by the United Gas Workers Union, Local 69 - Division I, SEIU, AFL-CIO;
Thrift Plan of the River Gas Division of the East Ohio Gas Company for Employees Represented by the United Gas Workers Union, Local 69, Division II, SEIU, AFL-CIO;
Thrift Plan of the West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by Local Union No. 308, the Utility Workers Union of America, AFL-CIO;
Thrift Plan of the West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by Local Union No. 308-C, the Utility Workers Union of America, AFL-CIO; and
Dominion East Ohio Gas Gas Union Savings Plan,
I am of the opinion that the Common Stock when issued in accordance with the terms and provisions of the Plans will be duly authorized, legally issued, fully paid and nonassessable. This opinion is limited to the laws of the Commonwealth of Virginia, and I disclaim any opinion as to the laws of any other jurisdiction. I further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any other jurisdiction or any regional or local governmental body or as to any related judicial or administrative opinion. I express no opinion as to the applicable choice of law provisions contained in the Plans. This opinion is rendered to you in connection with the issuance of the Common Stock and is solely for your benefit. This opinion may not be relied upon by any other person, firm, corporation or other entity for any purpose, without prior written consent. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ James F. Stutts
James F. Stutts, Esq.
Vice President and General Counsel Dominion Resources, Inc.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of Dominion Resources, Inc. on Form S-8 of our reports dated January 22, 2002 (which reports express an unqualified opinion and include an explanatory paragraph as to a change in accounting principle for derivative instruments and hedging activities in 2001 and a change in the method of accounting used to develop the market-related value of pension plan assets in 2000) appearing in and incorporated by reference in the Annual Report on Form 10-K of Dominion Resources, Inc. for the year ended December 31, 2001.
/s/ DELOITTE & TOUCHE LLP
Richmond, Virginia
March 27, 2002