-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TZwbvk6V2UfRCMgPzKaGIWpa9hvyoVMOkcerNEDYIwAjzTVp/iY1LDdLEWJSakDa bTw6zWmVpcbXOXiz7AhWsQ== 0000715957-03-000197.txt : 20030922 0000715957-03-000197.hdr.sgml : 20030922 20030922102152 ACCESSION NUMBER: 0000715957-03-000197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030922 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030922 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08489 FILM NUMBER: 03903548 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23261 8-K 1 dri8k.htm FORM 8-K ITEM 5

 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report: September 22, 2003
(Date of earliest event reported)

Dominion Resources, Inc.
(Exact name of registrant as specified in its charter)

Virginia
(State or other jurisdiction of
incorporation or organization)

1-8489
(Commission
File Number)

54-1229715
(I.R.S. Employer
Identification No.)



120 Tredegar Street
Richmond, Virginia 23219-3932
(804) 819-2000
(Address including zip code, and telephone number, including area code, of registrant's principal executive offices)




(Former name or former address, if changed since last report.)

 

 


 

ITEM 5. OTHER EVENTS


On September 22, 2003, Dominion Resources, Inc. issued a press release relating to its telecommunications operations. A copy of the press release is attached as Exhibit 99.

 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit

 

99

Dominion Resources, Inc. press release dated September 22, 2003.

 

 

 

SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

DOMINION RESOURCES, INC.
Registrant

         /s/ Patricia A. Wilkerson             

Patricia A. Wilkerson
Vice President and Corporate Secretary

Date: September 22, 2003

 

 

 

 

 

EX-99 3 ex99.htm EXHIBIT 99 PRESS RELEASE DRAFT

[DOMINION LOGO]

 

 

DOMINION RESOURCES TO TAKE ASSET IMPAIRMENT CHARGE
ON TELECOM BUSINESS

 

    • Company intends to sell the business
    • Will take an approximate $650 million charge in third-quarter
    • Reaffirms operating earnings guidance for 2003 and beyond
    • Foresees no material impact on financial position

 

RICHMOND, Va., Sept. 22, 2003 - Dominion (NYSE: D) announced today that it will take a special charge of approximately $650 million in its third-quarter earnings to recognize the impaired value of its telecom assets. This represents less than 2 percent of Dominion's consolidated asset base of $42 billion as of June 30, 2003. The company also announced that it intends to put the business up for sale. No tax benefit has currently been reflected in the book impairment loss, since recognition of the full tax benefit is dependent upon the company's future tax profile and taxable earnings.

The impairment will not affect the company's operating earnings estimates of $4.60 to $4.80 per share this year, nor its 5 to 7 percent expected future earnings growth rate. This operating earnings estimate excludes the approximate $650 million special charge. Additionally, in reaffirming 2003 operating earnings estimates, Dominion management is aware of other potential differences going forward between operating earnings and Generally Accepted Accounting Principles (GAAP) -based earnings, in addition to those previously reported, resulting from the implementation of recently issued accounting standards. These additional differences have not yet been quantified, and therefore Dominion is not able at this time to provide a corresponding GAAP equivalent for 2003 estimated earnings.

Dominion has discussed this with Standard & Poor's and Moody's rating agencies and has confirmed the write-down will not affect its investment-grade credit ratings.

In response to potential opportunities created by the Telecommunications Act of 1996, Dominion entered the telecom business in 1997 with the creation of VPS Communications, a subsidiary of Virginia Electric and Power Company. VPS Communications gradually grew into Dominion Telecom, a subsidiary of Dominion Resources. Dominion Telecom's strategy was to focus primarily on delivering lit capacity, dark fiber and collocation services to under-served U.S. markets east of the Mississippi.

Thos. E. Capps, Dominion's chairman, president and chief executive officer, said:

"Over the past several years we have done many good things to create value for our shareholders, and we thought we had an opportunity to create additional value in the telecom business. Unfortunately, markets for Dominion Telecom's services did not grow as we had expected, and a glut in fiber capacity put continued downward pressure on prices. Our best course of action now is to take steps to minimize the impact, learn from it and get it behind us, and that is exactly what we are doing."

The decision to write down the telecom assets concludes an impairment review begun in August. Dominion most recently disclosed the possibilities of depressed market conditions potentially creating an asset impairment in its annual 10-K filing with the U.S. Securities & Exchange Commission on March 20 and in subsequent 10-Q filings in 2003.

Dominion Telecom will continue to operate and serve its customers until the business is sold. Existing staff of 94 will continue to serve Dominion Telecom's customers from the company's offices in suburban Richmond.

Dominion management will discuss further details during its third-quarter earnings conference call scheduled for October 21, 2003.

Dominion is one of the nation's largest producers of energy, with an energy portfolio of more than 24,000 megawatts of generation, 6.3 trillion cubic feet equivalent of proved natural gas reserves and 7,900 miles of natural gas transmission pipeline. Dominion also operates the nation's largest underground natural gas storage system with more than 960 billion cubic feet of storage capacity and serves 5 million retail energy customers in nine states. For more information about Dominion, visit the company's web site at www.dom.com.

This release contains forward-looking statements including our expectations for 2003 earnings and for future annual growth rates that are subject to various risks and uncertainties. Discussion of factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations may include factors that are beyond the company's ability to control or estimate precisely, such as estimates of future market conditions, estimates of proved and unproved reserves and the behavior of other market participants. Other factors include, but are not limited to, weather conditions, economic conditions in the company's service area, fluctuations in energy-related commodity prices, changes to rating agency requirements and ratings, changing financial accounting standards, trading counterparty credit risks, risks related to energy trading and marketing, risks and costs associated with successfully executing the company's exit from the telecommunications business and other u ncertainties. Other risk factors are detailed from time to time in the company's Securities & Exchange Commission filings.

###

Media Contacts:

Mark Lazenby

(804) 819-2042

 

Hunter Applewhite

(804) 819-2043

 

 

 

Analyst Contacts:

Tom Wohlfarth

(804) 819-2150

 

Joe O'Hare

(804) 819-2156

 

Laura Edge Kottkamp

(804) 819-2129

 

-----END PRIVACY-ENHANCED MESSAGE-----