-----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, F0gCL40ScpfTZbRMj28GgnMs6JRMaY9Qbvl2wzLYlx9yTYd1MtV+tr3URS9Kmjvl TcTlzLfg0OzcfsZFrna5iQ== 0000715957-97-000040.txt : 19971219 0000715957-97-000040.hdr.sgml : 19971219 ACCESSION NUMBER: 0000715957-97-000040 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971218 EFFECTIVENESS DATE: 19971218 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: S-8 SEC ACT: SEC FILE NUMBER: 333-42553 FILM NUMBER: 97740293 BUSINESS ADDRESS: STREET 1: 901 E BYRD ST, WEST TOWER 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 S-8 1 As filed with the Securities and Exchange Commission on December 18, 1997 File No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 Identification No.) incorporation or organization) 901 EAST BYRD STREET, RICHMOND, VIRGINIA 23219 (Address of principal executive office, including zip code) THE EAST MIDLANDS ELECTRICITY SAVINGS RELATED SHARE OPTION SCHEME 1997 (Full Title of the Plan) Patricia A. Wilkerson, Corporate Secretary W. H. Riggs, Jr., Assistant Corporate Secretary DOMINION RESOURCES, INC. 901 E. Byrd Street, Richmond, Virginia 23219 (Name and address of agent for service) (804) 775-5700 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE (*) Proposed Proposed Maximum Maximum Title of Each Class Amount Offering Aggregate Amount of of Securities to be Price Per Offering Registration to be Registered Registered Share Price Fee Common Stock, without par value 3,000,000 $40.25 $120,750,000 $35,621.25 Shares __________ *Estimated solely for the purpose of determining the registration fee and calculated in accordance with Rule 457 and based on the average of the high and low prices reported on the New York Stock Exchange composite tape by The Wall Street Journal for December 16, 1997. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information Not required to be filed. Item 2. Registrant Information and Employee Plan Annual Information. Not required to be filed. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Dominion Resources, Inc. (Dominion Resources) with the Securities and Exchange Commission (the Commission) are incorporated herein by reference and made a part hereof: (i) the Dominion Resources' Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; (iii) current reports on Form 8-K, filed January 23, 1997, Form 8-K/A, filed March 20, 1997 and Form 8-K filed December 11, 1997 and (iv) the description of the Dominion Resources' Common Stock (the Common Stock) in the Dominion Resources' registration statement on Form 8-B (Item 4), dated April 29, 1983, including any amendments and reports filed for the purpose of updating such description. In addition, all documents filed by Dominion Resources pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), after the date of the Prospectus and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Article VI of Dominion Resources' Articles of Incorporation mandates indemnification of its directors and officers to the full extent permitted by the Virginia Stock Corporation Act (the Virginia Act) and any other applicable law. The Virginia Act permits a corporation to indemnify its directors and officers against liability incurred in all proceedings, including derivative proceedings, arising out of their service to the corporation or to other corporations or enterprises that the officer or director was serving at the request of the corporation, except in the case of willful misconduct or a knowing violation of a criminal law. Dominion Resources is required to indemnify its directors and officers in all such proceedings if they have not violated this standard. In addition, Article VI of Dominion Resources' Articles of Incorporation limits the liability of its directors and officers to the full extent permitted by the Virginia Act as now and hereafter in effect. The Virginia Act places a limit on the liability of a director or officer in derivative or shareholder proceedings equal to the lesser of (i) the amount specified in the corporation's articles of incorporation or a shareholder-approved bylaw; or (ii) the greater of (a) $100,000 or (b) twelve months of cash compensation received by the director or officer. The limit does not apply in the event the director or officer has engaged in willful misconduct or a knowing violation of a criminal law or a federal or state securities law. The effect of Dominion Resources' Articles of Incorporation, together with the Virginia Act, is to eliminate liability of directors and officers for monetary damages in derivative or shareholder proceedings so long as the required standard of conduct is met. Dominion Resources has purchased directors' and officers' liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of the Company against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by the Company and (2) the Company to the extent that it indemnifies such directors and officers for losses as permitted under the laws of Virginia. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits: 4(i) -- Articles of Incorporation of Dominion Resources as in effect on May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal year ended December 31, 1993, File No. 1-8489, incorporated by reference). 4(ii) -- Bylaws of Dominion Resources as in effect on September 21, 1994 (Exhibit 3(ii), Form 10-K for the fiscal year ended December 31, 1994, File No. 1-8489, incorporated by reference). 5 -- Opinion of James F. Stutts, Esq., Vice President and General Counsel of Dominion Resources, Inc. (filed herewith). 23(i) -- Consent of Deloitte & Touche LLP (filed herewith). 23(ii) -- Consent of Deloitte & Touche (filed herewith). 23(iii) -- Consent of James F. Stutts, Esq. (included in Exhibit 5). 99 -- The East Midlands Electricity Savings Related Share Option Scheme - 1997 (filed herewith). Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2 That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this offer. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 13(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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, Commonwealth of Virginia, on the 18 day of December, 1997. DOMINION RESOURCES, INC. By /s/THOS. E. CAPPS (Thos. E. Capps, Chairman of the Board of Directors, President and Chief Executive Officer) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated and on the 18 day of December, 1997. Signature Title /s/JOHN B. ADAMS, JR. John B. Adams, Jr. Director /s/JOHN B. BERNHARDT John B. Bernhardt Director /s/THOS. E. CAPPS Thos. E. Capps Chairman of the Board of Directors, President and Chief Executive Officer /s/BENJAMIN J. LAMBERT, III Benjamin J. Lambert, III Director /s/RICHARD L. LEATHERWOOD Richard L. Leatherwood Director /s/HARVEY L. LINDSAY, JR. Harvey L. Lindsay, Jr. Director /s/K. A. RANDALL K. A. Randall Director /s/WILLIAM T. ROOS William T. Roos Director /s/FRANK S. ROYAL Frank S. Royal Director /s/JUDITH B. SACK Judith B. Sack Director /s/S. DALLAS SIMMONS S. Dallas Simmons Director /s/ROBERT H. SPILMAN Robert H. Spilman Director /s/E. M. ROACH, JR. E. M. Roach, Jr. Executive Vice President (Chief Financial Officer/) /s/J. L. TRUEHEART J. L. Trueheart Vice President and Controller (Principal Accounting Officer) EX-99 2 EXHIBIT INDEX Exhibit 99 Prospectus East Midlands Electricity Savings Related Share Option Scheme 1997 This document explains the rules for eligibility of employees of East Midlands Electricity to participate in the East Midlands Electricity Savings Related Share Option Scheme 1997 and their rights to acquire Common Stock of Dominion Resources, Inc. United States securities laws require the following statement: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. December 18, 1997 INFORMATION ABOUT SHARESHAVE 1997 General Information About Sharesave 1997 The purpose of the East Midlands Electricity Savings Related Share Option Scheme 1997 (Sharesave 1997) is to provide a means for you, the employees of East Midland Electricity plc (East Midlands) to enter into a savings plan and have the opportunity to use your savings to purchase shares of East Midland's parent company, Dominion Resources, Inc. (Dominion Resources). By partaking in this plan, you may become a part-owner of the company and have a stake in developing its future and sharing in its success. Sharesave 1997 will be effective for the first payroll deduction in January 1998. Sharesave 1997 is a special type of savings plan under which you can save a fixed amount each month for either three or five years. The savings are held in an account with Yorkshire Building Society. At the end of your chosen savings period, you will receive a tax-free bonus. If you wish, you may use the saved amount plus the tax-free bonus received to purchase shares of Dominion Resources at a special price. This choice is referred to you as your Share Option. Dominion Resources Stock Reserved For the Scheme Dominion Resources has reserved 3,000,000 shares of its Common Stock for purchases under Sharesave 1997. Shares which Dominion Resources has allocated for purchase through a Share Option that are not purchased may be used again. Adjustments will be made to the number of Dominion Resources shares covered by Share Options in the event of future stock dividends, stock splits or any other similar event that changes the number of outstanding shares. Eligibility to Participate All United Kingdom employees of East Midlands who are employed on 17 November 1997 are eligible to participate in Sharesave 1997. How the Share Options Work If you are eligible to participate in Sharesave 1997, you will receive an invitation to apply for a Share Option. The Share Option application is accompanied by an application for a savings contract, upon which you decide the amount you would like to save each month and you choose the savings period. The Share Option gives you the ability to purchase Dominion Resources stock at pound sterling 18.07 per share (about a 20% discounted value based upon the market price of Dominion Resources stock on or about 17 November 1997). The amount of stock you will be able to purchase will depend upon the amount that you have saved under the savings contract. The amount you choose to save under the savings contract must be an amount between 5 and pound sterling 250 per month. If you choose an amount of pound sterling 250, you will not be able to save in any future plans until this savings contract is complete. Once chosen, this savings amount will remain fixed throughout the entire chosen savings period. Each month (or week depending upon the frequency of your paycheck), this fixed contribution will be deducted from your paycheck and placed into a savings account. Contributions are capped so that they do not exceed the maximum monthly contribution permitted under the United Kingdom Taxes Act. At any time you may chose to stop making contributions, but by doing so you will no longer be able to purchase any Dominion Resources stock under the Share Option, including amounts that you previously saved. At the end of your chosen savings period, you will receive a tax-free bonus from Yorkshire Building Society, the amount of which depend upon whether you chose a three or five year savings period. Under the three-year period, you will receive a tax-free bonus equal to three times your fixed chosen monthly contribution (12 times your weekly contribution). Under the five-year period, you will receive a tax-free bonus of nine times your fixed chosen monthly contribution (36 times your weekly contributions). With the five-year period, you can leave your savings for two more years and receive 18 times your monthly contribution (72 times your weekly contributions) but you forfeit your Share Option. At the end of your chosen savings period, you may exercise your Share Option and purchase Dominion Resources stock. The maximum number of shares you may purchase is calculated by taking the total amount saved under the savings contract plus any tax-free bonus received and dividing this amount by the option price. The option price will be pound sterling 18.07 per share. You can purchase the maximum number or any lesser amount. Shares are available for your purchase through exercise of the Share Option for six months following the end of your chosen savings period. Withdrawal From Sharesave 1997 You may withdraw from Sharesave 1997 by canceling your savings contract prior to the end of your chosen savings period. However, by canceling, you can no longer purchase Dominion Resources stock under the Share Option as the Share Option will be canceled. Interest will be paid by Yorkshire Building Society at 3% per annum for the period between the first anniversary and the date of your cancellation. No interest will be paid if you withdraw your savings before the first anniversary of your savings contract. Changes in Your Situation Resignation, Retirement or Change of Employ If you resign or take early retirement more than three years from the date of grant, you may: 1) buy the shares under the Share Option within six months of leaving; 2) take out your savings and interest (if applicable); or 3) carry on saving and receive your bonus at the end of the savings period but not buy any shares. The same options are available should you retire at normal retirement age, leave on severance terms/injury or disability, or take early retirement more than three years from the date of grant. If you resign or take early retirement less than three years from the date of grant, you may not buy any shares but you may either: 1) take out your savings and interest (if applicable); or 2) carry on saving and receive your bonus at the end of the savings period. The same options are available upon dismissal from East Midlands. Maternity Leave or Long Term Absence If you take maternity leave or a long term absence, you can either continue your savings, (with appropriate arrangements with your payroll department in advance), or you may suspend payments for six months without losing your Share Option. Death If you die during the savings period, your estate can either buy the shares by exercising the Share Option within twelve months of your death or take out your savings and interest (if applicable). Transfer Within East Midlands Group If you transfer from one company to another within the East Midlands group, your savings and Share Option will continue without change. Change of Control If there is a change of Control of Dominion Resources, you may exercise your Share Option anytime within six months after the change of Control, even if your savings period has not ended. Your Share Option will lapse after this six-month period so that you will no longer have rights to purchase stock under your Share Option unless you are notified otherwise. You will be notified if a change of Control occurs. Control means the power of a person, through possession of voting power or by virtue of any powers conferred by any document regulating corporate authority, to secure that the affairs of East Midlands are conducted with the wishes of that person. Restrictions on Resale Sharesave 1997 puts no restrictions on your sale of Dominion Resources stock received upon your exercising your Share Option. You will be notified if U.S. securities law impose any restrictions on you. Tax Consequences YOU ARE URGED TO CONSULT WITH YOUR INDIVIDUAL TAX ADVISORS REGARDING THE EXERCISE OF OPTIONS AND FUTURE SALE OF THE STOCK RECEIVED THROUGH THE EXERCISE BECAUSE TAX TREATMENT MAY VARY DEPENDING UPON YOUR INDIVIDUAL CIRCUMSTANCES. Under the current legislation, all interest and bonuses paid to the Sharesave 1997 savings account are tax-free. There are no additional tax consequences should you decide to exercise your Share Option. If you subsequently decide to sell the shares you acquired through the exercise of your Share Option, you may become liable for payment of Capital Gains Tax. Under current rules, if the gains you make on the stock plus all other gains you have made for the year exceed pound sterling 6,500, you will have to pay Capital Gains Tax. Information About Dominion Resources Under United States securities laws, Dominion Resources files documents with the Securities and Exchange Commission (the SEC). Some of these documents, listed below, are incorporated by reference: (1) the Dominion Resources Annual Report on Form 10-K for the 31 December 1996 fiscal year; (2) the Dominion Resources Quarterly Reports on Forms 10-Q filed for the quarters ended 31 March 1997, 30 June 1997 and 30 September 1997; (3) the Dominion Resources Current Reports on Form 8-K, filed 23 January 1997, Form 8-K/A filed 20 March 1997 and Form 8-K filed 11 December 1997; (4) the description of Dominion Resources Common Stock on Form 8-B (item 4) dated 29 April 1983 (with amendments); (5) the registration of Sharesave 1997 on Form S-8; and (6) from the date of filing, all documents subsequently filed by Dominion Resources pursuant to Sections 13(a), 13(c), 14 and 15(d) of the United States Securities Exchange Act of 1934. These documents have additional financial information about Dominion Resources. You may want to examine the financial information on these forms before making your final investment decision. Dominion Resources' SEC filings are available to the public over the internet at the SEC's web site at http://www.sec.gov. Upon your request, either orally or in writing, Dominion Resources and East Midlands will provide you copies of these forms and other communications distributed by Dominion Resources to its shareholders generally, free of charge. You should direct such request to: Corporate Secretary Dominion Resources Inc. 901 East Byrd Street Richmond, Virginia 23219-4072 Telephone: (804) 775-5700. EX-5 3 Exhibit 5 Dominion Resources, Inc. P. O. Box 26532 Richmond, Virginia 23261 December 18, 1997 Board of Directors Dominion Resources, Inc. P. O. Box 26532 Richmond, Virginia 23261 Dear Sir/Madam: I am Vice President and General Counsel of Dominion Resources, Inc. (the Company), and I have advised the Company in connection with the registration, pursuant to a Registration Statement on Form S-8 being filed with the Securities and Exchange Commission under the Securities Act of 1933 of 3,000,000 shares of the Company's Common Stock, without par value (the Common Stock), which have been reserved for issuance pursuant to The East Midlands Electricity Savings Related Share Option Scheme 1997 (the Scheme). In connection with the filing of the Registration Statement, you have requested my opinion concerning certain corporate matters. I am of the opinion that the issuance of Common Stock has been duly authorized and when issued in accordance with the terms and provisions of the Scheme, the shares of Common Stock will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons where consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations thereunder. Very truly yours, /s/JAMES F. STUTTS James F. Stutts, Esq. Vice President and General Counsel EX-23 4 Exhibit 23(i) CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement of Dominion Resources, Inc. on Form S-8 of the report of Deloitte & Touche LLP dated February 11, 1997 and incorporated by reference in the Annual Report on Form 10-K of Dominion Resources, Inc. for the year ended December 31, 1996. /s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Richmond, Virginia December 17, 1997 EX-23 5 Exhibit 23(ii) INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of Dominion Resources, Inc. on Form S-8 of our report dated March 12, 1997 on the financial statements of East Midlands Electricity plc for the year ended March 31, 1996, appearing in the current report on Form 8-K/A, of Dominion Resources, Inc. dated March 20, 1997. /s/Deloitte & Touche DELOITTE & TOUCHE Chartered Accountants London, England 18 December 1997 EX-99 6 Exhibit 99 Prospectus East Midlands Electricity Savings Related Share Option Scheme 1997 This document explains the rules for eligibility of employees of East Midlands Electricity to participate in the East Midlands Electricity Savings Related Share Option Scheme 1997 and their rights to acquire Common Stock of Dominion Resources, Inc. United States securities laws require the following statement: THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. December 18, 1997 INFORMATION ABOUT SHARESHAVE 1997 General Information About Sharesave 1997 The purpose of the East Midlands Electricity Savings Related Share Option Scheme 1997 (Sharesave 1997) is to provide a means for you, the employees of East Midland Electricity plc (East Midlands) to enter into a savings plan and have the opportunity to use your savings to purchase shares of East Midland's parent company, Dominion Resources, Inc. (Dominion Resources). By partaking in this plan, you may become a part-owner of the company and have a stake in developing its future and sharing in its success. Sharesave 1997 will be effective for the first payroll deduction in January 1998. Sharesave 1997 is a special type of savings plan under which you can save a fixed amount each month for either three or five years. The savings are held in an account with Yorkshire Building Society. At the end of your chosen savings period, you will receive a tax-free bonus. If you wish, you may use the saved amount plus the tax-free bonus received to purchase shares of Dominion Resources at a special price. This choice is referred to you as your Share Option. Dominion Resources Stock Reserved For the Scheme Dominion Resources has reserved 3,000,000 shares of its Common Stock for purchases under Sharesave 1997. Shares which Dominion Resources has allocated for purchase through a Share Option that are not purchased may be used again. Adjustments will be made to the number of Dominion Resources shares covered by Share Options in the event of future stock dividends, stock splits or any other similar event that changes the number of outstanding shares. Eligibility to Participate All United Kingdom employees of East Midlands who are employed on 17 November 1997 are eligible to participate in Sharesave 1997. How the Share Options Work If you are eligible to participate in Sharesave 1997, you will receive an invitation to apply for a Share Option. The Share Option application is accompanied by an application for a savings contract, upon which you decide the amount you would like to save each month and you choose the savings period. The Share Option gives you the ability to purchase Dominion Resources stock at pound sterling 18.07 per share (about a 20% discounted value based upon the market price of Dominion Resources stock on or about 17 November 1997). The amount of stock you will be able to purchase will depend upon the amount that you have saved under the savings contract. The amount you choose to save under the savings contract must be an amount between 5 and pound sterling 250 per month. If you choose an amount of pound sterling 250, you will not be able to save in any future plans until this savings contract is complete. Once chosen, this savings amount will remain fixed throughout the entire chosen savings period. Each month (or week depending upon the frequency of your paycheck), this fixed contribution will be deducted from your paycheck and placed into a savings account. Contributions are capped so that they do not exceed the maximum monthly contribution permitted under the United Kingdom Taxes Act. At any time you may chose to stop making contributions, but by doing so you will no longer be able to purchase any Dominion Resources stock under the Share Option, including amounts that you previously saved. At the end of your chosen savings period, you will receive a tax-free bonus from Yorkshire Building Society, the amount of which depend upon whether you chose a three or five year savings period. Under the three-year period, you will receive a tax-free bonus equal to three times your fixed chosen monthly contribution (12 times your weekly contribution). Under the five-year period, you will receive a tax-free bonus of nine times your fixed chosen monthly contribution (36 times your weekly contributions). With the five-year period, you can leave your savings for two more years and receive 18 times your monthly contribution (72 times your weekly contributions) but you forfeit your Share Option. At the end of your chosen savings period, you may exercise your Share Option and purchase Dominion Resources stock. The maximum number of shares you may purchase is calculated by taking the total amount saved under the savings contract plus any tax-free bonus received and dividing this amount by the option price. The option price will be pound sterling 18.07 per share. You can purchase the maximum number or any lesser amount. Shares are available for your purchase through exercise of the Share Option for six months following the end of your chosen savings period. Withdrawal From Sharesave 1997 You may withdraw from Sharesave 1997 by canceling your savings contract prior to the end of your chosen savings period. However, by canceling, you can no longer purchase Dominion Resources stock under the Share Option as the Share Option will be canceled. Interest will be paid by Yorkshire Building Society at 3% per annum for the period between the first anniversary and the date of your cancellation. No interest will be paid if you withdraw your savings before the first anniversary of your savings contract. Changes in Your Situation Resignation, Retirement or Change of Employ If you resign or take early retirement more than three years from the date of grant, you may: 1) buy the shares under the Share Option within six months of leaving; 2) take out your savings and interest (if applicable); or 3) carry on saving and receive your bonus at the end of the savings period but not buy any shares. The same options are available should you retire at normal retirement age, leave on severance terms/injury or disability, or take early retirement more than three years from the date of grant. If you resign or take early retirement less than three years from the date of grant, you may not buy any shares but you may either: 1) take out your savings and interest (if applicable); or 2) carry on saving and receive your bonus at the end of the savings period. The same options are available upon dismissal from East Midlands. Maternity Leave or Long Term Absence If you take maternity leave or a long term absence, you can either continue your savings, (with appropriate arrangements with your payroll department in advance), or you may suspend payments for six months without losing your Share Option. Death If you die during the savings period, your estate can either buy the shares by exercising the Share Option within twelve months of your death or take out your savings and interest (if applicable). Transfer Within East Midlands Group If you transfer from one company to another within the East Midlands group, your savings and Share Option will continue without change. Change of Control If there is a change of Control of Dominion Resources, you may exercise your Share Option anytime within six months after the change of Control, even if your savings period has not ended. Your Share Option will lapse after this six-month period so that you will no longer have rights to purchase stock under your Share Option unless you are notified otherwise. You will be notified if a change of Control occurs. Control means the power of a person, through possession of voting power or by virtue of any powers conferred by any document regulating corporate authority, to secure that the affairs of East Midlands are conducted with the wishes of that person. Restrictions on Resale Sharesave 1997 puts no restrictions on your sale of Dominion Resources stock received upon your exercising your Share Option. You will be notified if U.S. securities law impose any restrictions on you. Tax Consequences YOU ARE URGED TO CONSULT WITH YOUR INDIVIDUAL TAX ADVISORS REGARDING THE EXERCISE OF OPTIONS AND FUTURE SALE OF THE STOCK RECEIVED THROUGH THE EXERCISE BECAUSE TAX TREATMENT MAY VARY DEPENDING UPON YOUR INDIVIDUAL CIRCUMSTANCES. Under the current legislation, all interest and bonuses paid to the Sharesave 1997 savings account are tax-free. There are no additional tax consequences should you decide to exercise your Share Option. If you subsequently decide to sell the shares you acquired through the exercise of your Share Option, you may become liable for payment of Capital Gains Tax. Under current rules, if the gains you make on the stock plus all other gains you have made for the year exceed pound sterling 6,500, you will have to pay Capital Gains Tax. Information About Dominion Resources Under United States securities laws, Dominion Resources files documents with the Securities and Exchange Commission (the SEC). Some of these documents, listed below, are incorporated by reference: (1) the Dominion Resources Annual Report on Form 10-K for the 31 December 1996 fiscal year; (2) the Dominion Resources Quarterly Reports on Forms 10-Q filed for the quarters ended 31 March 1997, 30 June 1997 and 30 September 1997; (3) the Dominion Resources Current Reports on Form 8-K, filed 23 January 1997, Form 8-K/A filed 20 March 1997 and Form 8-K filed 11 December 1997; (4) the description of Dominion Resources Common Stock on Form 8-B (item 4) dated 29 April 1983 (with amendments); (5) the registration of Sharesave 1997 on Form S-8; and (6) from the date of filing, all documents subsequently filed by Dominion Resources pursuant to Sections 13(a), 13(c), 14 and 15(d) of the United States Securities Exchange Act of 1934. These documents have additional financial information about Dominion Resources. You may want to examine the financial information on these forms before making your final investment decision. Dominion Resources' SEC filings are available to the public over the internet at the SEC's web site at http://www.sec.gov. Upon your request, either orally or in writing, Dominion Resources and East Midlands will provide you copies of these forms and other communications distributed by Dominion Resources to its shareholders generally, free of charge. You should direct such request to: Corporate Secretary Dominion Resources Inc. 901 East Byrd Street Richmond, Virginia 23219-4072 Telephone: (804) 775-5700. -----END PRIVACY-ENHANCED MESSAGE-----