-----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, OcbYEQY3pT7H3Sg5qSsO+7tCCAssKENUcncVLR/u4mLHVo4u/jONwEg0L97b5+0v /MBbDOmkE0coguL/Khb8Tg== /in/edgar/work/0000916641-00-001469/0000916641-00-001469.txt : 20001013 0000916641-00-001469.hdr.sgml : 20001013 ACCESSION NUMBER: 0000916641-00-001469 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000906 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-08489 FILM NUMBER: 738877 BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 901 EAST BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23261 8-K/A 1 0001.txt AMENDMENT TO THE CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: September 6, 2000 (Date of earliest event reported) Dominion Resources, Inc. (Exact name of registrant as specified in its charter) Virginia 001-08489 54-1229715 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) 120 Tredegar Street Richmond, Virginia 23219-3932 (804) 819-2000 (Address including zip code, and telephone number, including area code, of registrant's principal executive offices) (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On September 6, 2000, Dominion Resources, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as Representatives of the Underwriters named in the Underwriting Agreement, for the sale of $200,000,000 million aggregate principal amount of the Company's 7.40% Series D Remarketable Notes due 2012, $250,000,000 million aggregate principal amount of the Company's 7.82% Series E Remarketable Notes due 2014 and $250,000,000 million aggregate principal amount of the Company's Floating Rate Series F Remarketable Notes due 2012. Such Remarketable Notes, which are designated the 7.40% Series D Remarketable Notes due 2012, 7.82% Series E Remarketable Notes due 2014 and the Floating Rate Series F Remarketable Notes due 2012, are a portion of the $4.5 billion aggregate principal amount of securities that were registered by the Company pursuant to a registration statement on Form S-3 under Rule 415 under the Securities Act of 1933, as amended, which registration statement was declared effective on January 6, 2000 (File No. 333-93187). A copy of the Underwriting Agreement including exhibits thereto, is filed as Exhibit 1 to this Form 8-K. Copies of a form of fixed rate remarketable note supplemental indenture, pursuant to which the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 will be issued, and a form of floating rate remarketable note supplemental indenture, pursuant to which the Floating Rate Series F Remarketable Notes Due 2012 will be issued, are filed as Exhibits 4.2 and 4.3, respectively, to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibits 1 Underwriting Agreement, dated September 6, 2000, between the Company and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated, as Representatives of the Underwriters named in the Underwriting Agreement (previously filed). 4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4(iii) to the Company's Registration Statement on Form S-3 (Registration No. 333-93187). 4.2 Form of fixed rate remarketable note supplemental indenture to the Senior Indenture pursuant to which the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 will be issued. The form of fixed rate remarketable note for the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 is included as Exhibit A to the form of fixed rate remarketable note supplemental indenture (previously filed). 4.3 Form of floating rate remarketable note supplemental indenture to the Senior Indenture pursuant to which the Floating Rate Series F Remarketable Notes Due 2012 will be issued. The form of floating rate remarketable note for the Floating Rate Series F Remarketable Notes Due 2012 is included as Exhibit A to the form of floating rate remarketable note supplemental indenture (previously filed). 8 Tax opinion of McGuireWoods LLP (previously filed). 12 Computation of Ratio of Earnings to Fixed Charges (filed herewith). 23 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit 8. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DOMINION RESOURCES, INC. Registrant /s/ James P. Carney ----------------------------- Name: James P. Carney Title: Assistant Treasurer Date: October 11, 2000 EXHIBIT LIST 1 Underwriting Agreement, dated September 6, 2000, between the Company and Banc of America Securities LLC and Morgan Stanley & Co. Incorporated., as Representatives of the Underwriters named in the Underwriting Agreement (previously filed). 4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4(iii) to the Company's Registration Statement on Form S-3 (Registration No. 333-93187). 4.2 Form of fixed rate remarketable note supplemental indenture to the Senior Indenture pursuant to which the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 will be issued. The form of fixed rate remarketable note for the 7.40% Series D Remarketable Notes Due 2012 and 7.82% Series E Remarketable Notes Due 2014 is included as Exhibit A to the form of fixed rate remarketable note supplemental indenture (previously filed). 4.3 Form of floating rate remarketable note supplemental indenture to the Senior Indenture pursuant to which the Floating Rate Series F Remarketable Notes Due 2012 will be issued. The form of floating rate remarketable note for the Floating Rate Series F Remarketable Notes Due 2012 is included as Exhibit A to the form of floating rate remarketable note supplemental indenture (previously filed). 8 Tax opinion of McGuireWoods LLP (previously filed). 12 Computation of Ratio of Earnings to Fixed Charges (filed herewith). 23 Consent of McGuireWoods LLP is included in the tax opinion filed as Exhibit 8. EX-12 2 0002.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12 DOMINION RESOURCES, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (millions, except ratios)
Actual Proforma ------ -------- 6 months ended Proforma 6 months ended -------------- -------- -------------- 06/30/2000 CNG 1/1 -1/27 Adjustments 06/30/2000 ---------- ------------- ----------- ---------- Net Income $ 35.0 52.0 (21.4) $ 65.6 Distributed Income from unconsolidated investees. less equity in earnings thereof 3.4 (1.0) 2.4 Add: Income Taxes (1.0) 31.9 (7.9) 23 -------------------------------------------------------------- Total 37.4 82.9 (29.3) 91.0 -------------------------------------------------------------- Fixed Charges Interest charges 461.4 11.8 16.2 489.4 Estimated interest Factor of Rents Charged to Operating Expenses, Clearings, and Other Accounts 17.5 0.7 18.2 -------------------------------------------------------------- Total Fixed Charges 478.9 12.5 16.2 507.6 -------------------------------------------------------------- Earnings as Defined $ 516.3 $ 95.4 $ (13.1) $ 598.6 -------------------------------------------------------------- Ratio of Earnings to Fixed Charges 1.08 7.63 (0.81) 1.16 ==============================================================
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