-----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, Val8yzEeaNXVOYd83qU0dLttOmSlZam23NnchdJ+ZDvwz6ACF2jF1oculQlcjKla ZTeqCltXKRVQApUO1kxYbw== 0000715957-96-000050.txt : 19960620 0000715957-96-000050.hdr.sgml : 19960620 ACCESSION NUMBER: 0000715957-96-000050 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960619 SROS: NYSE 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08489 FILM NUMBER: 96582770 BUSINESS ADDRESS: STREET 1: 901 E BYRD ST 17TH FLOOR STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047755700 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 901 EAST BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23261 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13, and 15 (d) of THE SECURITIES EXCHANGE ACT OF 1934 Dominion Resources, Inc. (Exact name of registrant as specified in charter) AMENDMENT NO. 1 TO FORM 10-K The undersigned registrant hereby amends the exhibits to its 1995 Annual Report on Form 10-K to include the following Annual Reports for the Dominion Resources, Inc. Employee Savings Plan for 1995, Dominion Subsidiary Savings Plan for the period October 1, 1995 through December 31, 1995 and the Virginia Power Hourly Employee Savings Plan for 1995. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. DOMINION RESOURCES, INC. Registrant BY /s/Linwood R. Robertson Linwood R. Robertson Senior Vice President, Chief Financial Officer Date: June 18, 1996 EX-99 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One): X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _______ to _______ Commission File number 33-55403 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Dominion Resources, Inc. Employee Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 901 East Byrd Street Richmond, Virginia 23261-6532 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN FINANCIAL STATEMENTS TABLE OF CONTENTS Pages Independent Auditors' Report F-2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 F-3 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1995, 1994 and 1993 F-4 Notes to Financial Statements F-5 - F-14 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes F-15 Item 27d - Schedule of Reportable Transactions F-16 Schedules Omitted: The following schedules are omitted because of the absence of the conditions under which they are required, or because the required information is included in the financial statements or notes thereto Schedules I, II and III. F-1 INDEPENDENT AUDITORS' REPORT To the Organization and Compensation Committee of the Board of Directors of Dominion Resources, Inc. We have audited the accompanying financial statements of the Dominion Resources, Inc. Employee Savings Plan as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, listed in the Table of Contents on page F-1. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1995 and 1994, and the changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of 1) assets held for investment purposes as of December 31, 1995 and 2) reportable transactions for the year ended December 31, 1995 are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP Richmond, Virginia June 18, 1996 F-2 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS _________________ December 31, ASSETS 1995 1994 Dominion Resources, Inc., common stock (1995: shares 6,511,068, cost $222,501,788 1994: shares 6,431,777, cost $214,077,168) $268,581,579 $231,543,973 Balanced Fund (1995 cost $19,259,186; (1994 cost $13,275,944) 19,327,683 11,739,660 America's Utility Fund (1995 cost $17,422,004; (1994 cost $16,473,052) 18,223,585 13,420,187 Equity Index Fund (1995 cost $28,159,639; (1994 cost $16,675,190) 36,203,926 17,001,227 NationsBank Employee Benefit Stable Capital Fund (Collective Funds) (1995 cost $26,100,267; 1994 cost $27,272,287) 29,971,471 29,492,668 U.S. Treasury Notes (cost $9,717,333) 0 9,267,834 Loans to participants at face value 3,981,946 5,057,889 Short Term Investments Temporary cash investments at cost (approximates market value) 3,519,223 8,508,643 U.S. Treasury Bill 6,770,930 0 (cost $6,679,760) Cash 533,163 253,928 Total Investments 387,113,506 326,286,009 Interest Receivable 12,351 86,200 Contributions Receivable 24,168 23,784 Other Receivables 774 27,821 Total $387,150,799 $326,423,814 LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Distributions payable to participants $ 520,594 $ 227,402 Other liabilities 62,008 684 Net assets available for Plan benefits 386,568,197 326,195,728 Total $387,150,799 $326,423,814 The accompanying notes are an integral part of the financial statements. F-3 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS _________________ For the Years Ended December 31, 1995 1994 1993 Investment income: Dividends $ 19,244,113 $18,143,556 $ 17,087,299 Interest and other 892,225 1,316,680 2,072,323 Total investment income 20,136,338 19,460,236 19,159,622 Realized gain (loss) 3,032,198 (8,659,027) 2,592,093 Unrealized appreciation (depreciation) 47,050,107 (54,709,337) 32,902,256 Transfer of participants' assets to the Plan from the Virginia Power Hourly Employee Savings Plan 325,430 8,319,378 1,839,714 Contributions: Participants 22,329,543 22,908,667 22,002,757 Participating companies 8,363,366 8,713,218 8,757,674 Total additions 101,236,982 (3,966,865) 87,254,116 Distributions to participants 40,517,577 52,181,439 19,345,601 Administrative expense 346,936 314,564 417,366 Total deductions 40,864,513 52,496,003 19,762,967 Net increase (decrease) before Cumulative Effect of a Change in Accounting Principle 60,372,469 (56,462,868) 67,491,149 Cumulative Effect of a Change in Accounting Principle (Note 1) 5,865,420 Net increase (decrease) 60,372,469 (56,462,868) 73,356,569 Net assets available for Plan benefits: Beginning of year 326,195,728 382,658,596 309,302,027 End of year $386,568,197 $326,195,728 $382,658,596 The accompanying notes are an integral part of the financial statements. F-4 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies General: Dominion Resources, Inc. (Dominion Resources), offers its common stock along with other investment options (see footnote 6 for additional information) to participants in the Dominion Resources, Inc. Employee Savings Plan (the Plan). Virginia Electric and Power Company (Virginia Power), a wholly-owned subsidiary of Dominion Resources, is the designated Plan sponsor, fiduciary and administrator. The Plan financial statements are prepared using the accrual basis of accounting. For additional information concerning the Plan, see Plan documents. Investment Income: Dividend income is recognized on the ex-dividend date. Investment Valuations: Investments in securities traded on a national securities exchange are stated at the last reported sales price on the last working day of each month. Investments in mutual funds are stated at fair value based upon quoted net asset values reported on recognized securities exchanges on the last business day of the plan year. Investments in bank common trust funds (funds) are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the bank sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. Distributions: Distributions from the Plan are recorded on the valuation date of the month in which a participant terminated employment, retired, or submitted a valid withdrawal request. Change in Accounting Principle: In 1993, the Plan changed its method of accounting for distributions payable to comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee Benefit Plans. The new guidance requires that distributions payable to participants who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1995 and 1994, respectively net assets available for Plan benefits included benefits of $3,197,458 and $12,544,952 due to participants who have withdrawn from participation in the Plan. 2. Plan Participants Any subsidiary of Dominion Resources may become a party to the Plan by adopting the Plan for the benefit of its qualified salary employees subject to approval of the Board of Directors of Dominion Resources. All Dominion Resources' subsidiaries comprise the Plan's Participating Companies. There were 6,356 and 6,509 participants in the Plan as of December 31, 1995 and 1994, respectively. F-5 3. Contributions Under the terms of the Plan, participants may make contributions to the Plan under the Regular Option and the Savings Plus Option. The Regular Option allows participants to make after-tax contributions to the Plan. The Savings Plus Option allows participants to contribute to the Plan with before-tax dollars. A maximum of 16% of the participant's eligible earnings can be invested in the Plan. Of this 16%, up to 10% can be invested on a tax-deferred basis under the Savings Plus Option. The Participating Companies contribute a matching amount equivalent to 50% of each participant's contributions, not to exceed 3% of the participant's eligible earnings, which is used to purchase Dominion Resources common stock. 4. Vesting Provisions Participants become vested in their own contributions immediately and in the Participating Companies' matching contributions at the earlier of (a) the beginning of the third year following the year in which the contribution was made or (b) the date the participant completes five years of service with the Company. Matching contributions vest immediately for participants aged 55 or older. 5. Forfeiture Provisions Participating Companies' contributions and related earnings, which participants forfeit as a result of withdrawing their contributions prior to vesting, are applied to reduce future Participating Companies' contributions. Such forfeitures amounted to $15,502, $40,687, and $98,372 for the years ended December 31, 1995, 1994, and 1993, respectively. 6. Investment Options The Plan provides for employee contributions to be invested in the following funds: Dominion Resources, Inc. (DRI) Common Stock Fund - All investments are in DRI Common Stock. Interest-Bearing Fund - This fund's focus is on preservation of principal and the primary investments are in high quality fixed income securities. Balanced Fund - Thirty percent of this fund is invested in equity securities and the residual is invested in fixed income securities. It is designed to produce stable long-term principal growth. America's Utility Fund - Investments are in the common stock of electric, gas and telephone utilities, which are intended to provide high income and moderate principal growth. America's Utility Fund is sponsored and administered by a subsidiary of Dominion Resources, Inc. Equity Index Fund - The objective is to provide a return equal to the return on the U.S. stock market as measured by the Standard and Poor's 500 Index. Loan Fund - Participants are allowed to borrow against their vested balance and repay the amount over a three or four year period. Participating Companies' matching contributions are invested only in the DRI Common Stock Fund and cannot be transferred to other funds. Employee contributions may be invested in any option (except the loan fund) in 10% increments totaling to 100%. Changes in investment options may be selected four times a year, to be effective the first day of each quarter. F-6 7. Income Taxes The Plan is a qualified employees' profit sharing trust under Sections 401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt from Federal income taxes under Section 501(a). Pursuant to Section 402(a) of the Internal Revenue Code, a participant is not taxed on the income and contributions allocated to the participant's account until such time as the participant or the participant's beneficiaries receive distributions from the Plan. The Plan obtained its latest determination letter on November 9, 1993, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 8. Trustee Virginia Power has entered into a Trust Agreement with Signet Trust Company with respect to the DRI Common Stock, America's Utility, Equity Index, and Balanced Funds. NationsBank serves as Trustee of the Plan with respect to the Interest Bearing Fund. 9. Loans to Participants Participants are eligible to secure loans against their plan assets. The maximum loan amount is the lesser of: . 50% of the vested account balance . $50,000 (reduced by the maximum outstanding loan balance during the prior twelve months) The loans are interest-bearing at one percentage point above the prime rate of interest. The rate is determined every quarter, however, the rate is fixed at the inception of the loan for the life of the loan. Participants make repayments to the Plan on a monthly basis. Any defaults in loans result in a reclassification of the remaining loan balances as taxable distributions to the participants. 10. Fund Information Statements of Net Assets Available for Benefits by Fund at December 31, 1995 and 1994, and Statements of Changes in Net Assets Available for Plan Benefits by Fund for the years ended December 31, 1995, 1994, and 1993 follows: F-7 Dominion Resources, Inc. Employee Savings Plan Statement of Net Assets Available for Plan Benefits by Fund December 31, 1995
Nonparticipant Participant Directed Directed DRI Common Equity DRI Common Stock Interest America's Index Balanced Loan Stock Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund Assets Common Stock $268,581,579 $130,450,074 $138,131,505 Mutual Funds 37,551,268 $18,223,585 19,327,683 Bank Common Trust Funds 66,175,397 29,971,471 $36,203,926 Short Term Investments 10,290,153 50,604 8,590,166 1,590,798 5,001 53,584 Cash 533,163 23,027 4,552 185,318 28,728 267,155 24,383 Loans Receivable 3,981,946 $3,981,946 Contributions Receivable 24,168 8,362 2,601 1,449 3,705 1,735 6,316 Interest Receivable 12,351 218 11,649 41 162 50 231 Interfund Receivable (Payable) (394,763) (304,520) (7,905) 501,233 239,235 (55,760) 22,480 Other Receivables 774 774 Total Assets $387,150,799 $130,137,522 $38,275,919 $18,402,488 $38,328,552 $19,841,633 $3,926,186 $138,238,499 Liabilities and Net Assets Available for Plan Benefits Distribution Payable to Participants $ 520,594 $ 191,395 $ 36,421 $ 17,283 $ 67,344 $ 5,648 $ 202,503 Other Liabilities 62,008 59,149 28 15 774 2,042 Net Assets Available for Plan Benefits 386,568,197 129,886,978 38,239,470 18,385,190 38,260,434 $19,833,943 $3,926,186 138,035,996 Total Liabilities and Net Assets Available for Plan Benefits $387,150,799 $130,137,522 $38,275,919 $18,402,488 $38,328,552 $19,841,633 $3,926,186 $138,238,499
F-8 Dominion Resources, Inc. Employee Savings Plan Statement of Net Assets Available for Plan Benefits by Fund December 31, 1994
Nonparticipant Participant Directed Directed DRI Common Equity DRI Common Stock Interest America's Index Balanced Loan Stock Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund Assets Common Stock $231,543,973 $115,424,670 $116,119,303 U.S. Treasury Notes 9,267,834 $ 9,267,834 Mutual Funds 25,159,847 $13,420,187 $11,739,660 Bank Common Trust Funds 46,493,895 29,492,668 $17,001,227 Short Term Investments 8,508,643 2,955,769 986,084 156,970 1,284,898 151,365 2,973,557 Cash 253,928 27,974 6,772 171,913 12,402 6,724 28,143 Loans Receivable 5,057,889 $5,057,889 Contributions Receivable 23,784 9,083 2,593 1,778 2,325 1,444 6,561 Interest Receivable 86,200 222 85,556 46 116 38 222 Interfund Receivable (Payable) (11,627) (206,913) (6,390) 280,973 41,001 (160,153) 63,109 Other Receivables 27,821 12,063 3,828 5,944 5,729 257 Total Assets $326,423,814 $118,418,154 $39,638,422 $13,750,448 $18,587,670 $11,940,489 $4,897,736 $119,190,895 Liabilities and Net Assets Available for Plan Benefits Distribution Payable to Participants $ 227,402 $ 101,571 $ 19,492 $ 4,531 $ 1,357 $ 4,028 $ 96,423 Other Liabilities 684 684 Net Assets Available for Plan Benefits 326,195,728 118,315,899 39,618,930 13,745,917 18,586,313 11,936,461 $4,897,736 $119,094,472 Total Liabilities and Net Assets Available for Plan Benefits $326,423,814 $118,418,154 $39,638,422 $13,750,448 $18,587,670 $11,940,489 $4,897,736 $119,190,895
F-9 Dominion Resources, Inc. Employee Savings Plan Statement of Changes in Net Assets Available for Plan Benefits by Fund For the Year Ended December 31, 1995
Nonparticipant Participant Directed Directed DRI Common Equity DRI Common Stock Interest America's Index Balanced Loan Stock Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund Investment Income: Dividends $ 19,244,113 $ 8,303,336 $ 752,087 $ 378,731 $ 1,345,653 $ 8,464,306 Interest and Other 892,225 34,512 476,794 3,225 29,425 5,021 $ 318,664 24,584 Total 20,136,338 8,337,848 476,794 755,312 408,156 1,350,674 318,664 8,488,890 Realized Gain (Loss) 3,032,198 1,348,224 102,473 97,699 676 77,625 1,405,501 Unrealized Appreciation (Depreciation) 47,050,107 16,828,774 2,253,125 3,671,995 7,718,336 1,545,316 15,032,561 Transfer of Participants' Assets to the Plan from the Virginia Power Hourly Employee Savings Plan 325,430 146,033 24,765 154,632 Contributions: Participants 22,329,543 11,092,552 3,402,032 1,944,346 3,890,588 2,000,025 Participanting Companies 8,363,366 8,363,366 Interfund Transfers, Net (12,006,936) (1,836,902) (679,631) 10,644,834 4,530,386 (1,142,676) 490,925 Total Additions/ (Subtractions) 101,236,982 25,746,495 4,422,287 5,789,721 22,662,590 9,504,026 (824,012) 33,935,875 Distributions to Participants 40,517,577 14,078,153 5,714,483 1,137,853 2,958,019 1,594,519 139,348 14,895,202 Administrative Expense 346,936 97,263 87,264 12,595 30,450 12,025 8,190 99,149 Total Deductions 40,864,513 14,175,416 5,801,747 1,150,448 2,988,469 1,606,544 147,538 14,994,351 Net Increase/(Decrease) 60,372,469 11,571,079 (1,379,460) 4,639,273 19,674,121 7,897,482 (971,550) 18,941,524 Net Assets Available for Plan Benefits: Beginning of Year 326,195,728 118,315,899 39,618,930 13,745,917 18,586,313 11,936,461 $ 4,897,736 119,094,472 End of Year $386,568,197 $129,886,978 $38,239,470 $18,385,190 $38,260,434 $19,833,943 $ 3,926,186 $138,035,996
F-10 Dominion Resources, Inc. Employee Savings Plan Statement of Changes in Net Assets Available for Plan Benefits by Fund For the Year Ended December 31, 1994
Nonparticipant Participant Directed Directed DRI Common Equity DRI Common Stock Interest America's Index Balanced Loan Stock Total Fund Bearing Fund Utility Fund Fund Fund Fund Fund Investment Income: Dividends $ 18,143,556 $ 8,062,020 $ 683,026 $ 375,338 $ 735,526 $ 8,287,646 Interest and Other 1,316,680 25,640 $ 757,002 98,725 11,834 5,567 $ 403,633 14,279 Total 19,460,236 8,087,660 757,002 781,751 387,172 741,093 403,633 8,301,925 Realized Gain (Loss) (8,659,027) (3,789,953) (117,394) (627,495) (42,242) (105,599) (3,976,344) Unrealized Appreciation (Depreciation) (54,709,337) (25,116,752) 489,611 (2,476,513) (102,649) (1,091,575) (26,411,459) Transfer of Participants' Assets to the Plan from the Virginia Power Hourly Employee Savings Plan 8,319,378 3,222,444 1,855,098 3,241,836 Contributions: Participants 22,908,667 12,117,602 3,434,923 2,594,979 2,922,891 1,838,272 Participanting Companies 8,713,218 8,713,218 Interfund Transfers, Net 4,076,871 (3,034,506) (2,408,023) 1,828,293 400,918 (1,529,569) 666,016 Total Additions/ (Subtractions) (3,966,865) (1,402,128) 3,384,734 (2,135,301) 4,993,465 1,783,109 (1,125,936) (9,464,808) Distributions to Participants 52,181,439 20,111,634 7,178,722 1,931,580 1,728,563 1,700,024 438,584 19,092,332 Administrative Expense 314,564 90,507 77,871 11,091 24,991 9,329 7,735 93,040 Total Deductions 52,496,003 20,202,141 7,256,593 1,942,671 1,753,554 1,709,353 446,319 19,185,372 Net Increase/(Decrease) (56,462,868) (21,604,269) (3,871,859) (4,077,972) 3,239,911 73,756 (1,572,255) (28,650,180) Net Assets Available for Plan Benefits: Beginning of Year 382,658,596 139,920,168 43,490,789 17,823,889 15,346,402 11,862,705 6,469,991 147,744,652 End of Year $326,195,728 $118,315,899 $39,618,930 $13,745,917 $18,586,313 $11,936,461 $ 4,897,736 $119,094,472
F-11 Dominion Resources, Inc. Employee Savings Plan Statement of Changes in Net Assets Available for Plan Benefits by Fund For the Year December 31, 1993
DRI Common Equity Stock Interest America's Index Balanced Loan Total Fund Bearing Fund Utility Fund Fund Fund Fund Investment Income: Dividends $ 17,087,299 $ 15,295,621 $ 601,455 $ 158,275 $ 1,031,948 Interest 2,072,323 12,924 $ 1,604,823 312 11,859 181 $ 442,224 Total 19,159,622 15,308,545 1,604,823 601,767 170,134 1,032,129 442,224 Realized Gain (Loss) 2,592,093 2,748,384 (140,511) (15,780) Unrealized Appreciation (Depreciation) 32,902,256 32,253,794 1,408,609 (744,249) 522,829 (538,727) Transfer of Participants' Assets to the Plan from the Virginia Power Hourly Employee Savings Plan 1,839,714 1,616,697 223,017 Contributions: Participants 22,002,757 12,966,328 5,654,827 1,292,729 1,306,558 782,315 Participanting Companies 8,757,674 8,757,674 Interfund Transfers, Net (14,655,518) (26,150,435) 16,769,881 13,483,748 10,728,874 (176,550) Total Additions/ (Subtractions) 87,254,116 58,995,904 (17,399,670) 17,920,128 15,483,269 11,988,811 265,674 Distributions to Participants 19,345,601 15,098,610 3,864,859 83,053 125,095 117,468 56,516 Administrative Expense 417,366 244,584 124,182 13,186 11,772 8,638 15,004 Total Deductions 19,762,967 15,343,194 3,989,041 96,239 136,867 126,106 71,520 Net Increase/(Decrease) Before Cumulative Effect of a Change in Accounting Principle 67,491,149 43,652,710 (21,388,711) 17,823,889 15,346,402 11,862,705 194,154 Cumulative Effect of a Change in Accounting Principle 5,865,420 4,402,472 1,462,948 Net Increase/(Decrease) 73,356,569 48,055,182 (19,925,763) 17,823,889 15,346,402 11,862,705 194,154 Net Assets Available for Plan Benefits: Beginning of Year 309,302,027 239,609,638 63,416,552 0 0 0 6,275,837 End of Year $382,658,596 $287,664,820 $ 43,490,789 $17,823,889 $15,346,402 $11,862,705 $6,469,991
F-12 11. Right to Terminate Virginia Power reserves the right to terminate the Plan by action of its Board of Directors. No termination of the Plan may retroactively diminish any participant's interest in the Plan or prejudice the accrued rights thereunder. In the event of termination of the Plan, no part of the Plan assets or any participant's interest in the Plan will revert to the Participating Companies. 12. Unrealized Appreciation/Depreciation For 1993 through 1995, the net change in unrealized appreciation (depreciation) on investments was as follows: 1995 1994 1993 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $31,861,335 $(51,528,211) $32,253,794 U.S. Treasury Bill 112,656 0 0 U.S. Treasury Notes 0 (313,351) 32,366 Mutual Funds 5.217.311 (3,568,088) (1,282,976) 37,191,302 (55,409,650) 31,003,184 Investments at Estimated Fair Value: Bank Common Trust Funds 9,858,805 700,313 1,899,072 $47,050,107 $(54,709,337) $32,902,256 13. Realized Gains and Losses on Dispositions Proceeds from dispositions are reported net of any brokerage or other fees. Realized gains and losses on dispositions are recognized and measured using the carrying values for each transaction. 1995 1994 1993 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $2,753,725 $(7,766,297) $2,748,384 U.S. Treasury Notes 102,473 (192,474) (321,382) Mutual Funds 175,324 (733,094) (15,780) 3,031,522 (8,691,865) 2,411,222 Investments at Estimated Fair Value: Bank Common Trust Funds 676 32,838 180,871 $3,032,198 $(8,659,027) $2,592,093 F-13 14. Investments Exceeding 5% of Net Assets The following table represents the fair value of investments at each year end with investments exceeding 5% of the Plan's net assets shown separately: 1995 1994 Investments at Fair Value as Determined by Quoted Market Price: Common Stock DRI Common Stock $268,581,579 $231,543,973 U.S. Treasury Bill 6,770,930 0 U.S. Treasury Notes 0 9,267,834 Mutual Funds 37,551,268 25,159,847 312,903,777 265,971,654 Investments at Estimated Fair Value: NationsBank Employee Benefit Stable Capital Fund 29,971,471 29,492,668 Mellon National Bank Employee Benefit Stock Index Fund 36,203,926 17,001,227 Money Market 3,519,223 8,508,643 $382,598,397 $320,974,192 15. Subsequent Event Effective June 1, 1996, Mellon Bank will become Trustee of the Plan. The investment options will increase from 5 to 8, and the combined total of employee pretax and after-tax contributions may be from 2% to 17%. The Company match will continue to be made in Dominion Resources common stock. F-14 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES Description Current Cost Value Cash $ 533,163 $ 533,163 Temporary cash investments: Virtus Money Market Fund II 1,702,366 1,702,366 Nations Cash Reserves Capital Class 1,815,806 1,815,806 Mellon Employee Benefit Temporary Investment Fund 1,051 1,051 Total temporary cash investments 3,519,223 3,519,223 United States Treasury Bill DTD 01/04/96 due 04/04/96 6,679,760 6,770,930 Dominion Resources Common Stock 222,501,788 268,581,579 Miller, Anderson and Sherrerd Funds Fixed Income 13,733,111 13,527,304 Miller, Anderson and Sherrerd Funds Equity 5,526,075 5,800,379 America's Utility Fund 17,422,004 18,223,585 Mellon National Bank Employee Benefit Stock Index Fund 28,159,639 36,203,926 NationsBank Employee Benefit Stable Capital Fund (Collective Funds) 26,100,267 29,971,471 Participant Loans bearing interest from 7.5% to 9.5% with maturities ranging from 30 months to 48 months 3,981,946 3,981,946 Total Assets Held For Investment $328,156,976 $387,113,506 F-15 DOMINION RESOURCES, INC. EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS The Dominion Resources, Inc. Employee Savings Plan assets are combined with the assets of the Virginia Power Hourly Employee Savings Plan in a master trust for investment purposes. Such schedules report the 5% transactions which transpired in 1995 for this master trust and were filed in paper format as Exhibit 99(i). F-16 EX-99 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One): X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995 TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from to Commission File number 33-62705 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DOMINION SUBSIDIARY SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P. O. BOX 26532 901 East Byrd Street Richmond, Virginia 23261-6532 DOMINION SUBSIDIARY SAVINGS PLAN FINANCIAL STATEMENTS TABLE OF CONTENTS Pages Financial Statements: Statement of Net Assets Available for Plan Benefits as of December 31, 1995 F-2 Statement of Changes in Net Assets Available for Plan Benefits for the period October 1, 1995 (Inception) to December 31, 1995 F-3 Notes to Financial Statements F-4 - F-9 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes F-10 Item 27d - Schedule of Reportable Transactions F-11 Schedules Omitted: The following schedules are omitted because of the absence of the conditions under which they are required, or because the required information is included in the financial statements or notes thereto: Schedules I, II and III. F-1 DOMINION SUBSIDIARY SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1995 (Unaudited)
NonParticipant Participant Directed Directed Dominion Dominion Resources,Inc. Interest Equity America's Resources, Inc. Common Stock Bearing Index Utility Balanced Common Stock Assets Total Fund Fund Fund Fund Fund Fund Equities (cost $41,866) $ 42,102 $ 9,947 $7,739 $ 7,138 $17,278 Interest Bearing Securities (cost $16,472) 16,599 16,599 Nationsbank Cash Reserves Capital Class 10,207 10,207 Total investments in securities 68,908 9,947 10,207 7,739 23,737 17,278 Temporary cash investments at cost (approximates fair value) 15,429 15,275 154 Cash 189 189 Contributions receivable: Participants 21,401 2,089 400 7,972 2,385 8,555 Participating Co.'s 8,883 8,883 Interest receivable 27 27 Total $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161 Liabilities and Net Assets Available For Plan Benefits Net Assets available for Plan Benefits 114,837 12,036 10,634 23,247 10,124 32,635 26,161 Total $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161
The accompanying notes are an integral part of the financial statements. F-2 DOMINION SUBSIDIARY SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995 (Unaudited)
NonParticipant Participant Directed Directed Dominion Dominion Resources, Inc. Interest Equity America's Resources, Inc. Common Stock Bearing Index Utility Balanced Common Stock Total Fund Fund Fund Fund Fund Fund Investment income: Dividends $ 75 $ $ $ $ 75 $ $ Interest 366 27 339 Total investment income 441 27 75 339 Net appreciation in fair value of investments 363 161 43 159 Transfer of participants' assets from a predecessor plan to the Dominion Subsidiary Savings Plan 28,147 4,664 9,413 829 3,548 9,693 Contributions: Participants 59,725 7,211 1,194 22,418 6,458 22,444 Participating companies 26,161 26,161 Net increase 114,837 12,036 10,634 23,247 10,124 32,635 26,161 Net assets available for Plan benefits: Beginning of year 0 0 0 0 0 0 0 End of year $114,837 $12,036 $10,634 $23,247 $10,124 $32,635 $26,161
The accompanying notes are an integral part of the financial statements. F-3 DOMINION SUBSIDIARY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Filing Requirements In accordance with Item 4 of the Form 11-K filing requirements and Department of Labor regulation section 2520.104-50, this report includes unaudited financial statements. Item 4 provides that "plans subject to ERISA may file plan financial statements... prepared in accordance with the financial reporting requirements of ERISA." Item 4 also provides that an audit by an independent accountant is required only to the extent that such examination is required by ERISA. The Plan was adopted effective October 1, 1995, and its initial plan year covered the three months ending on December 31, 1995. Department of Labor regulation section 2520.104-50 provides that an independent qualified public accountant is not required to audit the Plan's financial statements for the 1995 plan year until the financial statements for the 1996 plan year are prepared. Accordingly, the Form 11-K that is filed for the 1996 plan year will include audited financial statements for both the initial short plan year and the 1996 plan year. 2. Summary of Significant Accounting Policies General: The Dominion Subsidiary Savings Plan (the Plan) is a defined contribution plan that was established on October 1, 1995. Dominion Resources, Inc. (Dominion Resources), offers its common stock along with other investment options (see footnote 6 for addition information) to participants in the Dominion Subsidiary Savings Plan. Dominion Resources is the plan administrator. The designated plan sponsor and fiduciary is Dominion Capital, Inc. The Plan financial statements are prepared using the accrual basis of accounting. For additional information concerning the Plan, see Plan documents. Investment Income: Dividend income is recognized on the ex-dividend date. F-4 Investment Valuations: Investments in securities traded on a national securities exchange are stated at the last reported sales price on the last working day of each calendar quarter (the valuation date). Investments in NationsBank Cash Reserves Capital Fund are stated at cost which approximates fair market value. Investments in interest bearing securities are stated at fair value based upon dealer quotes on the last business day of the year. Distributions: Distributions from the Plan are recorded on the valuation date coincident with or immediately preceding the date of the withdrawal in which a participant terminated employment, retire, or submitted a valid withdrawal request. 3. Plan Participants The affiliates of Dominion Resources, Inc. which have adopted the Plan are : Governor's Land Management Company, Inc.; Old North State Management Company; and Dominion Appalachian Development, Inc. Eligible participants are employees of the affiliates mentioned above and are at least eighteen years old, have been a Company employee for six months and are scheduled to work or actually work at least 1,000 hours a year as a regular full-time employee or part-time employee. There were 96 participants in the Plan as of December 31, 1995. 4. Contributions Under the terms of the Plan, participants may make contributions to the Plan with before-tax dollars. A maximum of 10% of the participant's eligible earnings can be invested in the Plan. The Participating Companies contribute a matching amount equivalent to 50% of each participant's contributions, not to exceed 3% of the participant's eligible earnings, which is used to purchase Dominion Resources, Inc. common stock. F-5 5. Vesting Provisions Participants become vested in their own contributions immediately and in the Participating Companies' matching contributions after three years of vesting services. Matching contributions vest immediately when the participants meet any one of the following criteria: reach the age of 55, retire, die while employed by the Participating Company, become totally and permanently disabled as determined by the Company or lose his/her job due to a Company-ordered reduction in force. 6. Forfeiture Provisions Participating Companies' contributions and related earnings, which participants forfeit as a result of withdrawing their contributions prior to vesting, are applied to reduce future Participating Companies' contributions. No forfeitures had occurred for the year ended December 31, 1995. 7. Investment Options The Plan provides for employee contributions to be invested in the following funds: Dominion Resources, Inc. (DRI) Common Stock Fund - All investments are in DRI Common Stock. Interest Fund - This fund's focus is on preservation of principal and the primary investments are in high quality fixed income securities. Balanced Fund - Thirty percent of this fund is invested in equity securities and the residual is invested in fixed income securities. It is designed to produce stable long-term principal growth. America's Utility Fund - Investments are in the common stock of electric, gas and telephone utilities, which are intended to provide high income and moderate principal growth. America's Utility Fund is sponsored and administered by a subsidiary of Dominion Resources, Inc. Equity Index Fund - The objective is to provide a total return equal to the return on the U.S. stock market as measured by the Standard and Poor's 500 Index. F-6 Loan Fund - Participants are allowed to borrow against their vested balance. Repayment periods range from one to five years. Participating Companies' matching contributions are invested only in the DRI Common Stock Fund and cannot be transferred to other funds. Employee contributions may be invested in any options (except the loan fund) in 10% increments totaling to 100%. Changes in investment options may be selected four times a year, to be effective the first day of each quarter. 8. Income Taxes The Plan is a qualified employee's profit sharing trust under Sections 401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt from Federal income taxes under Section 501(a). Pursuant to Section 402(a) of the Internal Revenue Code, a participant is not taxed on the income and contributions allocated to the participant's account until such time as the participant or the participant's beneficiaries receive distributions from the Plan. The Plan obtained its latest determination letter on May 21, 1996, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 9. Trustee Dominion Resources, Inc. has entered into a Trust Agreement with Signet Trust Company with respect to the Dominion Resources, Inc. Common Stock Fund, Balanced Fund, Equity Index Fund and America's Utility Fund. NationsBank Trust Company serves as Trustee of the Plan with respect to the Interest Fund. F-7 10. Loans to Participants The Plan has an established loan feature; however, loans were not available to Participants until June 1, 1996. Participants are eligible to secure loans against their Plan assets. The maximum loan amount is the lesser of: 50% of the vested account balance or $50,000 (reduced by the maximum outstanding loan balance during the prior twelve months) The loans will be interest-bearing at one percentage point above the prime rate of interest. The rate is determined every quarter, however, the rate is fixed at the inception of the loan for the life of the loan. Participants will make repayments to the Plan on a monthly basis. Any defaults in loans result in a reclassification of the remaining loan balances as taxable distributions to the participants. 11. Right to Terminate Dominion Capital, Inc. reserves the right to terminate the Plan by action of its Board of Directors. No termination of the Plan may retroactively diminish any Participant's interest in the Plan or prejudice the accrued rights thereunder. In the event of termination of the Plan, no part of the Plan assets or any Participant's interest in the Plan will revert to Participating Companies. 12. Net Appreciation in Fair Value of Investments During 1995, the Plan's investments (including investments bought, sold, and held during the year) appreciated in value by $363 as follows: 1995 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $165 Mutual Funds 198 Net Change in Fair Value $363 F-8 13. Investments Exceeding 5% of Net Assets The following table represents the fair value of investments at year end with investments exceeding 5% of the Plan's net assets shown separately: 1995 Investments at Fair Value as Determined by Quoted Market Price Common Stock $27,225 Mutual Funds 31,476 $58,701 Investment at Estimated Fair Value: NationsBank Cash Reserves Capital Class 10,207 Temporary Cash Investments 15,429 $25,636 14. Other Matters Certain administrative expenses totaling $11,632 have been paid by the Plan's sponsor Dominion Capital, Inc. F-9 DOMINION SUBSIDIARY SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (Unaudited) Current Description Cost Value Cash $ 189 $ 189 Temporary cash investments: The Virtus Money Market Fund $ 154 $ 154 Mellon Temporary Investment Fund 15,275 15,275 Total temporary cash investments 15,429 15,429 Equities: Dominion Resources Common Stock 27,060 27,225 Miller, Anderson & Sherrerd Funds Equity Portfolio 7,110 7,138 America's Utility Fund 7,696 7,739 Total equities 41,866 42,102 Interest bearing securities: Miller, Anderson & Sherrerd Funds Fixed Income Portfolio 16,472 16,599 NationsBank Cash Reserves Capital Class 10,207 10,207 Total Assets Held for Investment $84,163 $84,526 F-10 DOMINION SUBSIDIARY SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (Unaudited) Schedules that report the 5% transactions which transpired in 1995 for this trust were filed in paper format as Exhibit 99(iii). F-11 EX-99 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Mark One): X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995 OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from _______ to _______ Commission File number 33-55403 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Virginia Power Hourly Employee Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 901 East Byrd Street Richmond, Virginia 23261-6532 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN FINANCIAL STATEMENTS TABLE OF CONTENTS Pages Independent Auditors' Report F-2 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 F-3 - F-4 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 1995, 1994 and 1993 F-5 - F-7 Notes to Financial Statements F-8 - F-11 Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes F-12 Item 27d - Schedule of Reportable Transactions F-13 Schedules Omitted: The following schedules are omitted because of the absence of the conditions under which they are required, or because the required information is included in the financial statements or notes thereto: Schedules I, II and III. F-1 INDEPENDENT AUDITORS' REPORT To the Organization and Compensation Committee of the Board of Directors of Dominion Resources, Inc. We have audited the accompanying financial statements of the Virginia Power Hourly Employee Savings Plan as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, listed in the Table of Contents on page F-1. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1995 and 1994, and the changes in net assets available for plan benefits for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules of 1) assets held for investment purposes as of December 31, 1995 and 2) reportable transactions for the year ended December 31, 1995 are presented for purposes of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Deloitte & Touche LLP Richmond, Virginia June 18, 1996 F-2 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1995
Supplemental Information by Fund NonParticipant Participant Directed Directed Dominion Dominion Resources, Inc. Interest Resources, Inc. Common Stock Bearing Loan Common Stock Total Fund Fund Fund Fund ASSETS Investments in securities: Dominion Resources, Inc., 1,669,762 shares of common stock at market value (cost $57,550,808) $68,877,678 $33,453,889 $35,423,789 Common Trust Fund (Cost $11,952,317) 13,725,090 $13,725,090 Total investments in securities 82,602,768 33,453,889 13,725,090 35,423,789 Loans to participants at face value 1,147,921 $ 1,147,921 Temporary cash investments at cost (approximates market value) 860,047 13,089 833,099 13,859 U.S.Treasury Bill at market value (cost $3,058,919) 3,100,670 3,100,670 Cash 14,347 5,956 2,084 6,307 Contributions receivable 7,544 3,150 2,015 2,379 Interfund receivable (payable) (6,457) (11,589) 28,901 (10,855) Interest receivable 8,438 56 8,322 60 Other receivables 12,107 12,107 Total $87,753,842 $33,481,790 $17,659,691 $ 1,176,822 $35,435,539 LIBILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Distribution payable to participants $ 148,614 $ 54,992 $ 35,439 $ 58,183 Other liabilities 14,175 14,155 20 Net assets available for Plan benefits 87,591,053 33,412,643 $17,624,232 1,176,822 35,377,356 Total $87,753,842 $33,481,790 $17,659,691 $ 1,176,822 $35,435,539
The accompanying notes are an integral part of the financial statements. F-3 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1994
Supplemental Information by Fund NonParticipant Participant Directed Directed Dominion Dominion Resources, Inc. Interest Resources, Inc. Common Stock Bearing Loan Common Stock Total Fund Fund Fund Fund ASSETS Investments in securities: Dominion Resources, Inc., 1,417,906 shares of common stock at market value (cost $49,369,999) $51,044,616 $25,445,741 $25,598,875 Common Trust Fund (Cost $10,780,297) 11,657,980 $11,657,980 U.S.Treasury Notes at market value (cost $3,841,105) 3,663,426 3,663,426 Total investments in securities 66,366,022 25,445,741 15,321,406 25,598,875 Loans to participants at face value 1,408,249 $1,408,249 Temporary cash investments at cost (approximates market value) 1,757,191 681,653 389,783 685,755 Cash 15,618 6,451 2,677 6,490 Contributions receivable 7,326 3,102 1,983 2,241 Interfund receivable (payable) 23,455 3,673 (50,306) 23,178 Interest receivable 62,058 51 61,955 52 Other receivables 612 102 510 Total $69,617,076 $26,160,555 $15,781,987 $1,357,943 $26,316,591 LIBILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS Distribution payable to participants $ 89,215 $ 40,286 $ 10,682 $ 38,247 Other liabilities 152 152 Net assets available for Plan benefits 69,527,709 26,120,117 15,771,305 1,357,943 26,278,344 Total $69,617,076 $26,160,555 $15,781,987 $1,357,943 $26,316,591
The accompanying notes are an integral part of the financial statements. F-4 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995
Supplemental Information by Fund NonParticipant Participant Directed Directed Dominion Dominion Resources, Inc. Interest Resources, Inc. Common Stock Bearing Loan Common Stock Total Fund Fund Fund Fund Investment income: Dividends $ 4,012,680 $ 1,987,079 $ 2,025,601 Interest 285,800 11,370 $ 194,558 $ 71,773 8,099 Total investment income 4,298,480 1,998,449 194,558 71,773 2,033,700 Realized gain (loss) 718,240 331,178 41,814 345,248 Unrealized appreciation (depreciation) 8,284,039 2,483,215 425,710 5,375,114 Contributions: Participants 6,814,194 4,178,032 2,636,162 Participating companies 3,144,158 3,144,158 Total additions 23,259,111 8,990,874 3,298,244 71,773 10,898,220 Distributions to participants 4,784,785 1,666,976 1,334,716 19,371 1,763,722 Administrative expense 85,552 23,276 35,609 2,940 23,727 Transfer of participants' assets from the Plan to the Dominion Resources Employee Savings Plan 325,430 146,033 24,765 154,632 Interfund transfers, net (137,937) 50,227 230,583 (142,873) Total deductions 5,195,767 1,698,348 1,445,317 252,894 1,799,208 Net increase (decrease) 18,063,344 7,292,526 1,852,927 (181,121) 9,099,012 Net assets available for Plan benefits: Beginning of year 69,527,709 26,120,117 15,771,305 1,357,943 26,278,344 End of year $87,591,053 $33,412,643 $17,624,232 $1,176,822 $35,377,356
The accompanying notes are an integral part of the financial statements. F-5 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1994
Supplemental Information by Fund NonParticipant Participant Directed Directed Dominion Dominion Resources, Inc. Interest Resources, Inc. Common Stock Bearing Loan Common Stock Total Fund Fund Fund Fund Investment income: Dividends $ 3,630,373 $ 1,790,137 $ 1,840,236 Interest 379,276 6,652 $ 279,845 $ 89,074 3,705 Total investment income 4,009,649 1,796,789 279,845 89,074 1,843,941 Realized (loss) (1,799,289) (856,875) (43,397) (899,017) Unrealized appreciation (depreciation) (11,569,787) (6,174,924) 641,744 (6,036,607) Contributions: Participants 6,766,781 4,138,907 2,627,874 Participating companies 2,975,733 2,975,733 Total additions 383,087 (1,096,103) 3,506,066 89,074 (2,115,950) Distributions to participants 5,071,563 1,827,334 1,471,226 38,282 1,734,721 Administrative expense 72,343 20,097 28,787 2,800 20,659 Transfer of participants' assets from the Plan to the Dominion Resources Employee Savings Plan 8,319,378 3,222,444 1,855,098 3,241,836 Interfund transfers, net (806,706) 737,505 220,962 (151,761) Total deductions 13,463,284 4,263,169 4,092,616 262,044 4,845,455 Net (decrease) (13,080,197) (5,359,272) (586,550) (172,970) (6,961,405) Net assets available for Plan benefits: Beginning of year 82,607,906 31,479,389 16,357,855 1,530,913 33,239,749 End of year $69,527,709 $26,120,11 $15,771,305 $1,357,943 $26,278,344
The accompanying notes are an integral part of the financial statements. F-6 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993 Supplemental Information by Fund Dominion Resources, Inc. Interest Common Stock Bearing Loan Total Fund Fund Fund Investment income: Dividends $ 3,337,125 $ 3,337,125 Interest 534,129 3,440 $ 427,885 $ 102,804 Total investment income 3,871,254 3,340,565 427,885 102,804 Realized gain (loss) 551,595 589,059 (37,464) Unrealized appreciation 7,583,495 7,536,720 46,775 Contributions: Participants 6,667,504 3,938,924 2,728,580 Participating companies 2,646,269 2,646,269 Total additions 21,320,117 18,051,537 3,165,776 102,804 Distributions to participants 4,371,250 3,182,285 1,188,965 Administrative expense 89,654 53,363 33,110 3,181 Transfer of participants' assets from the Plan to the Dominion Resources Employee Savings Plan 1,839,714 1,616,697 223,017 Interfund transfers, net (430,296) 616,379 (186,083) Total deductions 6,300,618 4,422,049 2,061,471 (182,902) Net increase 15,019,499 13,629,488 1,104,305 285,706 Net assets available for Plan benefits: Beginning of year 67,588,407 51,089,650 15,253,550 1,245,207 End of year $82,607,906 $64,719,138 $16,357,855 $1,530,913 The accompanying notes are an integral part of the financial statements. F-7 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies General: Dominion Resources, Inc. ("Dominion Resources), offers its common stock to participants in the Virginia Power Hourly Employee Savings Plan (the Plan). Virginia Electric and Power Company (Virginia Power), a wholly-owned subsidiary of Dominion Resources, is the designated Plan sponsor, fiduciary and administrator. The Plan financial statements are prepared using the accrual basis of accounting. For additional information concerning the Plan, see Plan documents. Investment Income: Dividend income is recognized on the ex-dividend date. Investment Valuations: Investments in securities traded on a national securities exchange are stated at the last reported sales price on the last working day of each month (the valuation date). Investments in bank common trust funds (funds) are stated at estimated fair values, which have been determined based on the unit values of the funds. Unit values are determined by the bank sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. Distributions: Distributions from the Plan are recorded on the valuation date of the month in which a participant terminated employment, retired, or submitted a valid withdrawal request. Distributions Payable: In 1993, the Plan changed its method of accounting for distributions payable to comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee Benefit Plans. The new guidance requires that distributions payable to persons who have withdrawn from participation in a defined contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1995 and 1994, respectively net assets available for benefits included benefits of $71,746 and $220,632 due to participants who have withdrawn from participation in the Plan. 2. Plan Participants Any subsidiary of Dominion Resources may become a party to the Plan by adopting the Plan for the benefit of its qualifying hourly employees subject to approval of the Board of Directors of Dominion Resources. All Dominion Resources' subsidiaries comprise the Plan's Participating Companies. There were 3,297 and 3,265 participants in the Plan as of December 31, 1995 and 1994, respectively. 3. Contributions Under the terms of the Plan, participants may make contributions to the Plan under the Regular Option and the Savings Plus Option. The Regular Option allows participants to make after-tax contributions to the Plan. The Savings Plus Option allows participants to contribute to the Plan with before-tax dollars. F-8 A maximum of 16% of the participant's eligible earnings can be invested in the Plan. Of this 16% up to 10% can be invested on a tax-deferred basis under the Savings Plus Option. The Participating Companies contribute a matching amount equivalent to 50% of each participant's contributions, not to exceed 3% of the participant's eligible earnings, which is used to purchase Dominion Resources common stock. 4. Vesting Provisions Participants become vested in their own contributions immediately and in the Participating Companies' matching contributions at the earlier of (a) the beginning of the third year following the year in which the contribution was made or (b) the date the participant completes five years of service with the Company. Matching contributions vest immediately for participants aged 55 or older. 5. Forfeiture Provisions Participating Companies' contributions and related earnings, which participants forfeit as a result of withdrawing their contributions prior to vesting, are applied to reduce future Participating Companies' contributions. Such forfeitures amounted to $11,759, $14,265, and $44,029 for the years ended December 31, 1995, 1994, and 1993, respectively. 6. Investment Options The Plan provides for two investment options which include the Dominion Resources Common Stock Fund (Stock Fund) and the Interest Bearing Fund. The Interest Bearing Fund investments include securities of the United States government and other highly rated securities. Participants may elect to have 50% of their contributions invested in each of the Funds or to have 100% invested in either Fund. 7. Income Taxes The Plan is a qualified employee's profit sharing trust under Sections 401(a) and 401(k) of the Internal Revenue Code and, as such, is exempt from Federal income taxes under Section 501(a). Pursuant to Section 402(a) of the Internal Revenue Code, a participant is not taxed on the income and contributions allocated to the participant's account until such time as the participant or the participant's beneficiaries receive distributions from the Plan. The Plan obtained its latest determination letter on November 9, 1993, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 8. Trustee Virginia Power has entered into a Trust Agreement with Signet Trust Company with respect to the Dominion Resources, Inc. Common Stock Fund. NationsBank serves as Trustee of the Plan with respect to the Interest Bearing Fund. 9. Loans to Participants Participants are eligible to secure loans against their Plan assets. The maximum loan amount is the lesser of: . 50% of the vested account balance . $50,000 (reduced by the maximum outstanding loan balance during the prior twelve months) F-9 The loans are interest-bearing at one percentage point above the prime rate of interest. The rate is determined every quarter, however, the rate is fixed at the inception of the loan for the life of the loan. Participants make repayments to the Plan on a monthly basis. Any defaults in loans result in a reclassification of the remaining loan balances as taxable distributions to the participants. 10. Right to Terminate Virginia Power reserves the right to terminate the Plan by action of its Board of Directors. No termination of the Plan may retroactively diminish any participant's interest in the Plan or prejudice the accrued rights thereunder. In the event of termination of the Plan, no part of the Plan assets or any participant's interest in the Plan will revert to Participating Companies. 11. Unrealized Appreciation (Depreciation) For 1993 through 1995, the net change in unrealized appreciation (depreciation) on investments was as follows: 1995 1994 1993 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $7,858,329 $(12,211,531) $7,536,720 U.S. Treasury Bill 21,285 0 0 U.S. Treasury Notes 0 (410,716) 8,629 7,879,614 (12,622,247) 7,545,349 Investments at Estimated Fair Value: Bank Common Trust Funds 404,425 1,052,460 38,146 $8,284,039 $(11,569,787) $7,583,495 F-10 12. Realized Gains and Losses on Dispositions Proceeds from dispositions are reported net of any brokerage or other fees. Realized gains and losses on dispositions are recognized and measured using the carrying values for each transaction. 1995 1994 1993 Investments at Fair Value as Determined by Quoted Market Price: Common Stock $676,426 $(1,755,892) $589,059 U.S. Treasury Notes 41,814 (71,154) (85,688) 718,240 (1,827,046) 503,371 Investments at Estimated Fair Value: Bank Common Trust Funds 27,757 48,224 $718,240 $(1,799,289) $551,595 13. Investments Exceeding 5% of Net Assets The following table represents the fair value of investments at each year end with investments exceeding 5% of the Plan's net assets shown separately: 1995 1994 Investments at Fair Value as Determined by Quoted Market Price: Common Stock DRI Common Stock $68,877,678 $51,044,616 U.S. Treasury Bill 3,100,670 0 U.S. Treasury Notes 0 3,663,426 71,978,348 54,708,042 Investments at Estimated Fair Value: Bank Common Trust Funds NationsBank Employee Benefit Stable Capital Fund 13,725,090 11,657,980 Money Market 860,047 1,757,191 $86,563,485 $68,123,213 14. Subsequent Event Effective June 1, 1996, Mellon Bank will become Trustee of the Plan. The investment options will increase from 2 to 8, and the combined total of employee pretax and after-tax contributions may be from 2% to 17%. The Company match will continue to be made in Dominion Resources common stock. F-11 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCEDULE AS OF DECEMBER 31, 1995 ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES Current Description Cost Value Cash $ 14,347 $ 14,347 Temporary cash investments: Virtus Money Market Fund II 28,519 28,519 Nations Cash Reserves Capital Class 831,528 831,528 Total temporary cash investments 860,047 860,047 United States Treasury Bill DTD 01/01/96 due 04/04/96 3,058,919 3,100,670 Dominion Resources Common Stock 57,550,808 68,877,678 NationsBank Employee Benefit Stable Capital Fund (Collective Funds) 11,952,317 13,725,090 Participant Loans bearing interest from 7.5% to 9.5% with maturities ranging from 30 months to 48 months 1,147,921 1,147,921 Total Assets Held For Investment $74,584,359 $87,725,753 F-12 VIRGINIA POWER HOURLY EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995 ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS The Virginia Power Hourly Employee Savings Plan assets are combined with the assets of the Dominion Resources, Inc. Employee Savings Plan in a master trust for investment purposes. Such schedules report the 5% transactions which transpired in 1995 for this master trust and were filed in paper format as Exhibit 99(iv). F-13 EX-99 5 EXHIBIT INDEX FORM 11-K DECEMBER 31, 1995 EXHIBIT INDEX Exhibit Page Exhibit 99(i) Financial Statements to Form 11-K of Dominion Resources, Inc. Employee Savings Plan (filed in paper format) Exhibit 99(ii) Independent auditor's Consent (filed electronically herewith) Exhibit 99(iii) Financial Statements to Form 11-k OF Dominion Resources, Inc. Dominion Subsidiary Savings Plan (filed in paper format). Exhibit 99(iv) Financial Statements to Form 11-K of Virginia Power Hourly Employee Savings Plan (filed in paper format) Exhibit 99(v) Independent Auditor's consent (filed electronically herewith) Exhibit 99(ii) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-55403 of Dominion Resources, Inc. On Form S-8 of our report dated June 18, 1996, appearing in this Annual Report on Form 11-K of Dominion Resources, Inc. Employee Savings Plan for the year ended December 31, 1995. DELOITTE & TOUCHE LLP Richmond, Virginia June 18, 1996 Exhibit 99(v) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 33-55403 of Dominion Resources, Inc. On Form S-8 of our report dated June 18, 1996, appearing in this Annual Report on Form 11-K of Virginia Power Hourly Employee Savings Plan for the year ended December 31, 1995. DELOITTE & TOUCHE LLP Richmond, Virginia June 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----