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 June 30, 2002 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 4 Item 3. Associate Transactions 5 Item 4. Summary of Aggregate Investment 7 Item 5. Other Investments 8 Item 6. Financial Statements and Exhibits 8 1 ITEM 1 - ORGANIZATION CHART State % of Energy of Voting Name of or Gas Date of Incor- Securi- Nature Reporting Related Organiza- pora- ties of Company Company tion tion Held Business _________ _______ ________ ______ _______ ________ Dominion Resources, Inc. ("DRI")(a) Dominion Alliance Energy 11/21/00 DE 100% Holds an invest- Holding, Inc. Related ment in Bridgeco ("DAH") that will develop the infrastructure necessary to operate the Alliance regional transmission organization. Dominion Energy Energy 4/20/01 VA 100% Holds venture Technologies, Related investments in Inc. ("DETI") energy technology companies. Dominion Meter- Energy 12/8/00 VA 100% Provides contract ing Services, Related meter reading Inc. ("DMS") services. Dominion Ohio ES, Energy 5/25/01 OH 100% Provides power Inc.("DOES") Related plant and trans- mission services and expertise. (a) Directly or indirectly holds interests in energy-related companies. 2 ITEM 1 - ORGANIZATION CHART (CONTINUED) State % of Energy of Voting Name of or Gas Date of Incor- Securi- Nature Reporting Related Organiza- pora- ties of Company Company tion tion Held Business _________ _______ ________ ______ _______ ________ Dominion Resources, Inc. ("DRI")(a) Dominion Energy, Inc.("DEI")(a) Dominion Energy Energy 2/22/00 VA 100% Primarily engages Direct Sales, Related in retail sales of Inc.("DEDS") electricity and gas to commercial and industrial users. Dominion Energy Energy 9/21/00 VA 100% Owns an interest Exchange, Inc. Related in EIP Holdings, ("DEE") LLC ("EIP") which owns 66.34% of TradeSpark, LP, an electronic and telephonic market- place for trans- actions in natural gas, electricity and other fuels. (b) Dominion Energy 10/25/00 OH 100% Produces steam Cleveland Related and chilled water Thermal, Inc. for retail cust- omers in the Cleveland, Ohio area. (c) (a) Directly or indirectly holds interests in energy-related companies. (b) 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. (c) DCT provides services through three wholly-owned subsidiaries: Dominion Cleveland Steam Distribution LLC, Dominion Cleveland Chilled Water Distribution LLC, and Dominion Cleveland Thermal Generation, LLC. 3 ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS(d) Company Type of Principal Issue Cost Person Collateral Consid- issuing security amount of or of to whom given with eration security issued security renewal capital issued security received (Borrower) (Lender) for each _________ ________ _________ _______ _______ ________ __________ security DEI Short $11,144,279 - - DEDS - - Term Advances DAH Short $129,000 - - DRI - - Term Advances (d) The chart reflects advances made by Lenders to Borrowers. Advances are evidenced by book entries and were made pursuant to Rule 52. Company Company Contributing Receiving Type and Amount of Capital Capital Capital Infusion ____________ _________ __________________ NONE 4 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 of Amount Service Service Rendered Charged Charged Capital Billed _________ _________ ________ _______ ________ _______ _______ DOES Dominion engineering 499,098 0 0 499,098 Equipment, services Inc.(e) (e) Services provided by DOES to Dominion Equipment, Inc. are provided pursuant to service agreements dated June 1, 2001 in the form of Exhibit B to the Form U-9C-3 filed for the fourth quarter of 2001. 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 _________ _________ ________ ________ ________ _______ ________ None. 5 ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT Investments in energy-related companies (in thousands): Total consolidated capitalization of DRI as of June 30, 2002 $25,790,633 (f) Line 1 Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) 3,868,595 Line 2 __________ Greater of $50 million or line 2 $3,868,595 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) Energy-related business by category Category 2 10 Category 5 19,733 Category 6 13,689 Category 7 6,621 ______ Total current aggregate investment 40,053 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) 3,828,542 Line 5 Investments in gas-related companies (in thousands): Total current aggregate investment: None(g) (categorized by major line of gas-related business) (f) Includes short-term debt of $3,279,396. (g) Consolidated Natural Gas Company, a subsidiary of DRI which is registered as a holding company solely by reason of ownership of voting securities of gas utility companies, has gas-related companies which are covered by its Form U-9C-3. 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 sheets as of June 30, 2002 and income statements for the quarter and six months ended June 30, 2002 for the following companies are filed under confidential treatment pursuant to Rule 104(b): DEDS DEE DAH DETI DMS DCT DOES 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: James F. Stutts Its Attorney August 29, 2002 8 Exhibit B CERTIFICATE The undersigned certifies that she 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, 2002 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 August, 2002. Sharon L. Burr Attorney for Dominion Resources, Inc. 2