10-K405/A 1 0001.txt AMENDMENT NO. 2 TO FORM 10-K SECURITIES AND EXCHANGE COMMISION 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. 2 TO FORM 10-K The undersigned registrant hereby amends the exhibits to its 1999 Annual Report on Form 10-K to include the fiscal year ended June 30, 2000 Annual Reports of Employee Stock Purchase Plans for (1) System Thrift Plan of Consolidated Natural Gas Company and its participating subsidiaries for Employees who are not Represented by a Recognized Union, (2) Thrift Plan of Consolidated Natural Gas Company, Inc. for Employees of the Computer Operations Department, Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO, (3) Thrift Plan of CNG Transmission Corporation and Hope Gas, Inc. for Employees Represented by the United Gas Workers Union, Local NO. 69 - Division II, SEIU, AFL-CIO, (4) Thrift Plan of the East Ohio Gas Company for Employees Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO, (5) Thrift Plan of Peoples Natural Gas Company for Employees Represented by the United Gas Workers Union, Local 69 - Division I, SEIU, AFL-CIO, (6) Thrift Plan of the River Gas Division of the East Ohio Gas Company for Employees Represented by the United Gas Workers Union, Local 69, Division II, SEIU, AFL-CIO, (7) Thrift Plan of the West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by Local Union No. 308, the Utility Workers Union of America, AFL-CIO, (8) Thrift Plan of the West Ohio Gas Division of the East Ohio Gas Company for Employees Represented by Local Union No. 308-C, the Utility Workers Union of America, AFL-CIO, (9) Virginia Natural Gas, Inc. Employee Savings Plan, and (10) the Virginia Natural Gas, Inc. Hourly Savings Plan. 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/ Steven A. Rogers ---------------- Steven A. Rogers Vice President and Principal Accounting Officer Date: December 27, 2000 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. For the fiscal year ended June 30, 2000. or TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE _____ SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________________. Commission File number 333-95795 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED BY A RECOGNIZED UNION B. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED BY A RECOGNIZED UNION TABLE OF CONTENTS --------------------------------------------------------------------------------
Page Independent Auditors' Report 3 Financial Statements: Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2000 5 Notes to Financial Statements 6 - 13 Supplemental Schedules as of and for the Year Ended June 30, 2000: Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 14 Schedule H, Item 4(j): Schedule of Reportable Transactions 15
2 INDEPENDENT AUDITORS' REPORT To the Trustee and Participants of the System Thrift Plan of Consolidated Natural Gas Company and its Participating Subsidiaries for Employees who are not Represented by a Recognized Union We have audited the accompanying statement of net assets available for benefits of the System Thrift Plan of Consolidated Natural Gas Company and its Participating Subsidiaries for Employees who are not Represented by a Recognized Union (the Plan) as of June 30, 2000 and the related statement of changes in net assets available for benefits for the year ended June 30, 2000. 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 audit. The financial statements of the Plan as of June 30, 1999 were audited by other auditors whose report, dated April 7, 2000 expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides 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 as of June 30, 2000, and the changes in net assets available for benefits for the year ended June 30, 2000 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose 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 2000 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 December 20, 2000 3 SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED BY A RECOGNIZED UNION STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS ------------------------------------------------------------------------------
June 30, 2000 1999 Assets: Investments (Notes 2 and 3): Temporary investments $ - $ 195,251 Corporate stock, common 100,776,273 - Interest in Master Trust 301,485,099 442,593,468 Loans to participants 3,533,176 3,965,363 Common/Collective Trusts 45,214,588 31,988,891 Mutual Funds 100,484,972 83,532,893 ------------ ------------ Total investments 551,494,108 562,275,866 ------------ ------------ Receivables: Securities sold 320,968 - Other 23,284 - Contributions receivable 402,641 - ------------ ------------ Total receivables 746,893 - ------------ ------------ Total Assets 552,241,001 562,275,866 ------------ ------------ Liabilities: Accrued administrative expenses 1,025,374 - ------------ ------------ Net Assets Available for Benefits $551,215,627 $562,275,866 ============ ============
The accompanying notes are an integral part of these financial statements. 4 SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED BY A RECOGNIZED UNION STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED JUNE 30, 2000 -------------------------------------------------------------------------------- Additions: Investment income: Dividend $ 11,349,705 Interest 621,567 Net appreciation in fair value of investments 34,564,720 Master Trust income 18,127,336 Miscellaneous Income 89,001 ------------- Total investment income 64,752,329 ------------- Contributions: Participant (Note 1) 14,498,242 Participating company (Note 1) 8,840,614 Employee rollovers 482,062 ------------- Total contributions 23,820,918 ------------- Total additions 88,573,247 ------------- Deductions: Benefits paid to participants 101,146,235 ------------- Total deductions 101,146,235 ------------- Net decrease before transfers (12,572,988) Transfer of participants' assets to the Plan from other plans 1,512,749 ------------- Net decrease (11,060,239) Net assets available for benefits: Beginning of year 562,275,866 ------------- End of year $ 551,215,627 ============= The accompanying notes are an integral part of these financial statements. -5- SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED BY A RECOGNIZED UNION NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the System Thrift Plan of Consolidated Natural Gas Company and its Participating Subsidiaries for Employees who are not Represented by a Recognized Union (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. a. GENERAL - The Plan is a defined contribution plan. The ------- participants in the plan are eligible employees of Consolidated Natural Gas Company (the Company or CNG) and its Participating Subsidiaries (the Employers). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employee and employer contributions are made pursuant to the terms of the plan and are held in funds administered by the Trustees under two declarations of trust, i.e., the Long-Term Thrift Trust and the Short-Term Thrift Trust (the Trusts). The Trusts are maintained in accordance with the Plan's provision to provide for the custody and investment of employee and employer contributions. They are administered by individual trustees (the Trustee) who are appointed by and serve at the pleasure of the Company for a term of three years. The Trustees are employed by and are officers of various subsidiaries of the Company and serve without compensation from the Plan or Trusts. Custody of Plan assets resides with Mellon Bank, N.A. who also serves as the Plan's Trustee. b. CONTRIBUTIONS - Under the Plan, participants may contribute not ------------- less than 2% and not more than 16% (15% for participants with thirty or more years of service) of their earnings each pay period, in increments of 1%. If the participant elects that his employer make pretax contributions on his behalf, such contributions cannot exceed 10%, in increments of 1%, of his earnings each pay period subject to applicable Internal Revenue Code (IRC) limitations. c. PARTICIPANT ACCOUNTS - Each participant's account includes the -------------------- effect of the participant's contributions and withdrawals, as applicable, and allocations of the Company's contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' non-vested accounts are used to reduce future employer contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Retired participants may elect to receive an amount equal to their vested Long-Term Thrift Trust account balance either in a lump sum or in installments. For terminations other than retirements, participants can only receive their vested Long-Term Thrift Trust -6- account balance as a lump sum distribution. Upon termination and retirement, participants can only receive their Short-Term Thrift Trust account balance as a lump sum distribution. d. PARTICIPANTS - Each employee is eligible to participate in the ------------ Plan on an entirely voluntary basis. Participation by an employee becomes effective immediately upon completion and delivery to the Employer (or the Company) of an authorization form furnished by the Employer. e. VESTING - Participants immediately vest in their contributions and ------- earnings thereon. Participants vest in the Employer's matching contribution and related earnings based upon years of continuous service and are fully vested after five years of credited service. The Employer's matching contribution is based upon the participant's contribution rate and length of service. f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant ------------------ may direct contributions in any option (except the loan fund) in 1% increments totaling to 100%. Investment options are valued daily. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds. The Plan provides for employee and employer contributions to be invested in the following: Short-Term Thrift Trust ----------------------- (1) Interest in CNG Master Trust: CNG Short Term Money Market Fund - The Money Market Fund invests primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate notes, commercial paper, floating rate notes and repurchase agreements. Long-Term Thrift Trust ---------------------- (1) Common Stock: Dominion Resources, Inc. (Dominion) Stock Fund - All investments are in Dominion common stock or cash equivalent investments for partial shares. The fund became effective as of February 1, 2000. (2) Interest in CNG Master Trust: CNG Stock Fund - The fund invested primarily in shares of CNG common stock. Participants purchased units of participation in the CNG Stock Fund continuously or from funds transferred from other investment options. Dividends on Company common stock held in the CNG Stock Fund were invested in additional units of the CNG Stock Fund and credited to participants' accounts. The fund ceased operations as of February 1, 2000. -7- Fixed Investment Stable Value Fund - The fund invests in group annuity contracts with one or more insurance companies and other short term fixed income securities. Investments under the contracts mature at various intervals. The interest rates, credited daily to participants' accounts, represent a composite of the income earned under the contracts with the insurance companies and the revenue earned from short-term fixed income securities. Diversified Equity Fund - The fund invests primarily in the common stocks of large U.S. companies. (3) Mutual Funds: The Masterworks S&P 500 Index Fund - The fund invests proportionately in all or nearly all of the stocks that are included in the Standard & Poor's 500 Stock Index. The Small Stock Fund - The fund invests in stocks of small to mid-sized U.S. companies. The International Equity Fund - The fund invests in stocks of companies outside the U.S. The Intermediate Bond Fund - The fund invests primarily in fixed income securities of various maturities such as obligations of the U.S. Government, corporate debt securities, mortgage and other asset-backed securities and money market investments. (4) Common/Collective Trusts: The Conservative Balanced Fund, The Moderate Balanced Fund and the Growth Balanced Fund - These funds are common/collective trusts and each is designed to accomplish a specific investment objective. As such, each fund has a different diversified mix of stock, bond and short-term fixed income investments. g. PARTICIPANT LOANS - Participants are eligible to secure loans ----------------- against their plan account and repay the amount over a one to five-year period. The maximum loan amount is the lesser of: . 3 months base pay or . 50% of the vested account balance or . $50,000 (reduced by the maximum outstanding loan balance during the prior 12 months). Loan transactions are treated as a transfer between the respective investment fund and the loan fund. The loans bear fixed interest at a rate commensurate with local prevailing rates at the time the loan is issued as determined by the Trustees. -8- Participants make repayments to the Plan on a monthly basis. Loan repayments, including interest, are deposited in the participant's account and invested in accordance with the participants' then current investment elections. Defaults result in a reclassification of the remaining loan balances as taxable distributions to the participants. h. PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on -------------------- the valuation date when a participant's valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. VALUATION OF INVESTMENTS: ------------------------ (1) Dominion Stock Fund - Investments in Dominion common stock are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the plan year. (2) Investment in Consolidated Natural Gas Master Trust - The fair value of the Plan's interest in the Master Trust is based on the beginning of the year value of the Plan's interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Quoted market prices are used to value investments in the Master Trust, with the exception of the trust's investment in the Fixed Investment Stable Value Fund. Investments in the Fixed Investment Stable Value Fund are stated at contract value, which approximates market value. Contract value represents contributions and income earned in the fund, less withdrawals. The fair market value of the contracts approximates the contract value. The CNG Stock Fund was stated at market value. Company common stock was purchased for participants on the open market, directly from the Company, and in certain circumstances, as shares or fractional shares from terminating employees' Plan and Employee Stock Ownership Plan accounts and other stockholders. Such shares or fractional shares were allocated among the accounts of participants directing the Trustees to purchase Company common stock. (3) Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. (4) Common/Collective Trusts - Investments in common/collective 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 (or trust company) sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. -9- b. INVESTMENT INCOME - Dividend income is recognized on the ----------------- ex-dividend date. Dividends received on all shares of company stock are reinvested in additional shares of Dominion common stock (previously in shares of CNG common stock). Diversified Equity Fund units of the Long-Term Thrift Trust are prorated to participants based on the unit value calculated at the end of each day. Realized gains and losses on the sale of investments are determined using the average cost method. Net investment income from mutual fund holdings includes dividend income and realized and unrealized appreciation/depreciation. c. EXPENSES - The Plan's expenses are accrued as incurred and paid -------- by the Plan, as provided by the Plan document. d. USE OF ESTIMATES - The preparation of financial statements in ---------------- conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein. Actual results could differ from those estimates. e. RECLASSIFICATIONS - The Plan has adopted SOP 99-3 "Accounting and ----------------- Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters". As a result, reclassifications have been made to eliminate the by-fund disclosure as previously required. f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets ---------------------------- available for benefits at June 30, 2000, are investments in Dominion common stock amounting to approximately $101 million whose value could be subject to change based upon market conditions. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets available for benefits: June 30, 2000 1999 Plan interest in CNG Master Trust: CNG Stock Fund $ - $ 216,229,169 Diversified Equity Fund 56,148,050 58,468,205 Fixed Investment Stable Fund 241,866,028 164,793,417 Dominion Common Stock 100,776,273 - S & P 500 Index Fund 57,279,314 47,592,677 During July 1, 1999 through June 30, 2000, the Plan's investments (including gains and losses -10- investments bought and sold, as well as held during the year) appreciated in value by $34,564,720 as follows: Investments at Fair Value: ------------------------- Mutual Funds $ 984,775 Common/Collective Trust 5,532,819 Common Stock 28,047,126 ----------- $34,564,720 =========== 4. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested. 5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST A portion of the Plan's investments are in a Master Trust which was established for the investment of assets of the Plan and the thrift plans of other subsidiaries of the Company. The assets of the Master Trust are held by Mellon Bank, N.A., as Trustee of the fund. Each participating thrift plan has an undivided interest in the Master Trust. The assets and income, including net appreciation (depreciation) in fair value of plan assets, are allocated to the participating plans based on each plan's proportionate share of the units of participation held in the fund each month. As of June 30, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately 55% and 72%, respectively, with varying interests in each of the funds. The following table presents the value of the undivided investments (and related investment income) in the Master Trust. June 30, 2000 1999 Diversified Equity Fund $ 81,833,579 $ 67,461,670 Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653 Short-Term Money Market Fund 5,748,098 4,418,433 CNG Stock Fund (Note 5b) 333,954,519 ------------ ------------ Total $544,960,097 $615,875,275 ============ ============ 2000 1999 Interest $ 23,074,768 $ 13,954,451 Dividends 12,629,671 11,490,054 Net appreciation in fair value of investments 50,562,484 21,608,256 ------------ ------------ Total $ 86,266,923 $ 47,052,761 ============ ============ -11- a) The Fixed Investment Stable Value Fund holds investments in an interest bearing cash fund and in fully benefit-responsive insurance investment contracts and separate investment accounts. Insurance contracts and accounts are included in the financial statements at contract value as reported by the various insurance companies. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in this fund at contract value. There are no reserves against contract values for credit risks of the contract issuers or otherwise. The average yield and crediting interest rates for the years ended June 30, 2000 and 1999 were approximately 6.55% and 6.5%, respectively. b) The CNG Stock Fund was replaced by the Dominion Stock Fund on February 1, 2000. The Dominion Stock Fund is not a part of the CNG Master Trust. 6. TAX STATUS The Plan is a qualified employees' profit sharing trust under Sections 401(a) and 401(k) of the IRC and, as such, is exempt from federal income taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, a participant is not taxed on the income and pretax 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 9, 1996, in which the Internal Revenue Service stated that the Plan, as amended through July 2, 1995, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and is currently operating in compliance with the applicable requirements of the Internal Revenue Code. 7. MERGER OF CNG AND DOMINION On February 12, 1999, CNG and Dominion announced that a definitive merger agreement was approved by the Boards of Directors of both companies. On May 11, 1999, CNG announced that its Board had unanimously approved an amended and restated Agreement and Plan of Merger. The shareholders of both the CNG and Dominion and all applicable state regulatory commissions and federal regulatory agencies approved the merger. The merger agreement called for a two-step merger process. The first step, the First Merger, allowed shareholders of Dominion common stock to elect to exchange their shares for cash, new Dominion shares or a combination of cash and shares. The second step, the Second Merger, allowed shareholders of CNG common stock to elect to exchange their old shares for cash or new Dominion shares (at a prescribed formula) or a combination of cash and shares. As directed by the Trustee, Mellon Bank solicited elections from participants with respect to shares of stock allocated to their accounts. Effective with the completion of the merger, units of participation in the CNG Stock Fund were converted to cash and shares of Dominion common stock based upon participants' elections (subject to the terms of the merger agreement). The fund was renamed the Dominion Stock Fund. The merger was finalized on January 28, 2000 and results were posted to participants' accounts on February 14, 2000. -12- 8. SUBSEQUENT EVENT On October 20, 2000, the Board of Directors put forth a resolution stating that the Plan will be merged with the Dominion Resources, Inc. Employee Savings Plan. The anticipated Plan merger date is December 31, 2000. -13- SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED BY A RECOGNIZED UNION SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000 SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES -------------------------------------------------------------------------------- Current --------------------------- Description Cost Value Dominion Resources, Inc., Common Stock $ 94,723,797 $100,776,273 ------------ ------------ Interest in CNG Master Trust CNG Diversified Equity Fund 35,260,357 56,148,050 Money Market Fund 3,471,021 3,471,021 Fixed Investment Stable Value Fund 215,157,355 241,866,028 ------------ ------------ 253,888,733 301,485,099 ------------ ------------ Common/Collective Trusts EB Daily Liquidity Fund 1,515,794 1,515,794 Conservative Balanced Fund 3,194,355 3,605,865 Moderate Balanced Fund 12,712,199 17,393,070 Growth Balanced Fund 17,409,147 22,699,859 ------------ ------------ 34,831,495 45,214,588 ------------ ------------ Mutual Funds Masterworks S&P 500 Index Fund 50,042,435 57,279,315 Pimco Total Return Fund 4,518,372 4,349,243 T. Rowe Price International Income Stock Fund 16,257,641 17,490,066 One Group Small Stock Fund 19,433,137 21,366,348 ------------ ------------ 90,251,585 100,484,972 ------------ ------------ Loans to Participants 3,533,176 3,533,176 ------------ ------------ Total Assets Held for Investment $477,228,786 $551,494,108 ============ ============ 14 SYSTEM THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY AND ITS PARTICIPATING SUBSIDIARIES FOR EMPLOYEES WHO ARE NOT REPRESENTED BY A RECOGNIZED UNION SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000 SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS --------------------------------------------------------------------------------
Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales ----------------------------------------------------------------------------------------------------------------------------------- Single Transactions in Excess of Five Percent of Plan Assets 2,166,047.00 Dominion Res. Inc. Common Stock* $ - $ 87,589,525.56 $ - Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales ----------------------------------------------------------------------------------------------------------------------------------- Series of Transactions in Excess of Five Percent of Plan Assets 2,798,959.00 Dominion Res. Inc. Common Stock* $ - $ 112,665,041.90 $ - 379,715.00 Dominion Res. Inc. Common Stock* $ - $ - $ 16,215,735.30 965,055.82 Masterworks S&P 500 Index Fund $ - $ 25,359,810.65 $ - 737,564.68 Masterworks S&P 500 Index Fund $ - $ - $ 19,568,803.87 989,210.24 T. Rowe Price International Equity Fund $ - $ 17,747,500.02 $ - 792,714.04 T. Rowe Price International Equity Fund $ - $ - $ 14,148,272.86 38,251,919.28 EB Temporary Investment Fund $ - $ 38,251,919.28 $ - 37,410,330.98 EB Temporary Investment Fund $ - $ - $ 37,410,330.98 23,108,039.20 BSDT - Late Money Deposit Account $ - $ 26,108,039.20 $ - 26,108,039.20 BSDT - Late Money Deposit Account $ - $ - $ 26,363,039.01
* A party-in-interest as defined by ERISA 15 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. For the fiscal year ended June 30, 2000. or TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES _____ EXCHANGE ACT OF 1934. For the transition period from _________ to ________________. Commission File number 333-95795 C. Full title of the plan and the address of the plan, if different from that of the issuer named below: THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC. FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT, REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO D. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC. FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT, REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO
TABLE OF CONTENTS Pages ----- Financial Statements: Plan Assets and Liabilities As of June 30, 2000 and 1999 3 Income, Expenses and Transfers for the Plan Year ending June 30, 2000 4 Specific Assets Held As of June 30, 2000 5
2 THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC. FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT, REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO SMALL PLAN FINANCIAL INFORMATION June 30 1999 2000 ---------- ---------- Plan assets and Liabilities: Total Plan Assets $1,388,226 $1,663,328 Total Plan Liabilities 13,864 87,874 ---------- ---------- Net Plan Assets $1,374,362 $1,575,454 ========== ========== The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 3 THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC. FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT, REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO SMALL PLAN FINANCIAL INFORMATION Year Ended June 30, 2000 --------------- Income, Expenses and Transfers: Contributions: Employer $ 50,366 Participants 33,706 Other Income 157,732 ------------- Total income 241,804 ------------- Benefits paid 67,895 Other expenses 34 ------------- Total deductions 67,929 ------------- Net income $ 173,875 ---------- ============= Net transfers $ 27,217 ------------- ============= The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 4 THRIFT PLAN OF CONSOLIDATED NATURAL GAS COMPANY, INC. FOR EMPLOYEES OF THE COMPUTER OPERATIONS DEPARTMENT, REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO SMALL PLAN FINANCIAL INFORMATION Year Ended June 30, 2000 ---------------- Specific Assets: Employer Securities $ 77,647 Participant Loans 38,415 The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 5 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. For the fiscal year ended June 30, 2000. or TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES _____ EXCHANGE ACT OF 1934. For the transition period from _________ to ________________. Commission File number 333-95795 E. Full title of the plan and the address of the plan, if different from that of the issuer named below: THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO F. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO TABLE OF CONTENTS -------------------------------------------------------------------------------
Page Independent Auditors' Report 3 Financial Statements: Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2000 5 Notes to Financial Statements 6 - 12 Supplemental Schedules as of and for the Year Ended June 30, 2000: Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13 Schedule H, Item 4(j): Schedule of Reportable Transactions 14
2 INDEPENDENT AUDITORS' REPORT To the Trustee and Participants of the Thrift Plan of CNG Transmission Corporation and Hope Gas Inc. for Employees Represented by the United Gas Workers Union, Local 69 - Division II, SEIU, AFL-CIO. We have audited the accompanying statement of net assets available for benefits of the Thrift Plan of CNG Transmission Corporation and Hope Gas Inc. for Employees Represented by the United Gas Workers Union, Local 69 - Division II, SEIU, AFL-CIO (the Plan) as of June 30, 2000 and the related statement of changes in net assets available for benefits for the year ended June 30, 2000. 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 audit. The financial statements of the Plan as of June 30, 1999 were audited by other auditors whose report, dated April 7, 2000 expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides 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 as of June 30, 2000, and the changes in net assets available for benefits for the year ended June 30, 2000 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose 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 2000 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 December 20, 2000 3 THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL 69 - DIVISION II, SEIU, AFL-CIO STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS -------------------------------------------------------------------------------- June 30, 2000 1999 Assets: Investments (Notes 2 and 3): Temporary investments $ 1,794,328 $ 820,751 Corporate stock, common 74,189,271 101,452,721 Insurance Companies Pooled Separate Accounts - 17,086,478 Unallocated Insurance Company Contracts - 29,556,126 Interest in Master Trust 80,285,532 5,184,740 Loans to participants 1,693,135 1,912,791 Common/Collective Trusts 3,248,829 - Mutual Funds 8,859,290 - ------------ ------------ Total investments 170,070,385 156,013,607 ------------ ------------ Receivables: Interest and dividends 2,125 14,319 Securities sold 19,833 547,947 Contributions and loan repayments - 320,898 ------------ ------------ Total receivables 21,958 883,164 ------------ ------------ Cash - 1,009,362 ------------ ------------ Total Assets 170,092,343 157,906,133 ------------ ------------ Liabilities: Accrued administrative expenses - 1,541,191 Prepaid contributions 1,929,140 - ------------ ------------ Net Assets Available for Benefits $168,163,203 $156,364,942 ============ ============ The accompanying notes are an integral part of these financial statements. 4 HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL 69 - DIVISION II, SEIU, AFL-CIO STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED JUNE 30, 2000 -------------------------------------------------------------------------------- Additions: Investment income: Dividend $ 2,177,369 Interest 1,095,504 Net appreciation in fair value of investments 15,587,490 Master Trust income 4,836,002 ------------- Total investment income 23,696,365 ------------- Contributions: Participant (Note 1) 4,818,895 Participating company (Note 1) 2,455,537 Employee rollovers 17,496 ------------- Total contributions 7,291,928 ------------- Total additions 30,988,293 ------------- Deductions: Benefits paid to participants 18,462,218 Administrative expenses 3,292 ------------- Total deductions 18,465,510 ------------- Net increase before transfers 12,522,783 Transfer of participants' assets to other plans from the Plan 724,522 ------------- Net increase 11,798,261 Net assets available for benefits: Beginning of year 156,364,942 ------------- End of year $ 168,163,203 The accompanying notes are an integral part of these financial statements. 5 THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Thrift Plan of CNG Transmission Corporation and Hope Gas, Inc. for Employees Represented by the United Gas Workers Union, Local Number 69- Division II, SEIU, AFL-CIO. Participants should refer to the Plan document for a more complete description of the Plan's provisions. (a) GENERAL - The Plan is a defined contribution plan. The participants ------- in the plan are union eligible employees of CNG Transmission Corporation and Hope Gas, Inc. (the Employers) which are wholly owned subsidiaries of Consolidated Natural Gas Company (the Company or CNG). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employee and employer contributions are made pursuant to the terms of the plan and are held in funds administered by the Trustees under two declarations of trust, i.e., the Long-Term Thrift Trust and the Short-Term Thrift Trust (the Trusts). The Trusts are maintained in accordance with the Plan's provision to provide for the custody and investment of employee and employer contributions. They are administered by individual trustees (the "Trustee") who are appointed by and serve at the pleasure of the Company for a term of three years. The Trustees are employed by and are officers of various subsidiaries of the Company and serve without compensation from the Plan or Trusts. Custody of Plan assets resides with Mellon Bank, N.A. who also serves as the Plan's Trustee. (b) CONTRIBUTIONS - Under the Plan, participants may contribute not ------------- less than 2% and not more than 16% (15% for participants with thirty or more years of service) of their earnings each pay period, in increments of 1%. If the participant elects that his employer make pretax contributions on his behalf, such contributions cannot exceed 10%, in increments of 1%, of his earnings each pay period subject to applicable Internal Revenue Code (IRC) limitations. (c) PARTICIPANT ACCOUNTS - Each participant's account includes the -------------------- effect of the participant's contributions and withdrawals, as applicable, and allocations of the Company's contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' non-vested accounts are used to reduce future employer contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Retired participants may elect to receive an amount equal to their vested Long-Term Thrift Trust account balance either in a lump sum or in installments. For terminations other than retirements, participants can only receive their vested Long-Term Thrift Trust account balance as a lump sum distribution. Upon termination and retirement, participants can only receive their Short-Term Thrift Trust account balance as a lump sum distribution. (d) PARTICIPANTS - Each employee is eligible to participate in the Plan ------------ on an entirely voluntary 6 basis. Participation by an employee becomes effective immediately upon completion and delivery to the Employer (or the Company) of an authorization form furnished by the Employer. (e) VESTING - Participants immediately vest in their contributions and ------- earnings thereon. Participants vest in the Employer's matching contribution and related earnings based upon years of continuous service and are fully vested after five years of credited service. The Employer's matching contribution is based upon the participant's contribution rate and length of service. (f) INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may ------------------ direct contributions in any option (except the loan fund) in 1% increments totaling to 100%. Investment options are valued daily. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds. The Plan provides for employee and employer contributions to be invested in the following: Short-Term Thrift Trust ----------------------- (1) Interest in CNG Master Trust: CNG Short Term Money Market Fund - The Money Market Fund invests primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate notes, commercial paper, floating rate notes and repurchase agreements. Long-Term Thrift Trust ---------------------- (1) Common Stock: Dominion Resources, Inc. (Dominion) Stock Fund - All investments are in Dominion common stock or cash equivalent investments for partial shares. The fund became effective as of February 1, 2000. (2) Interest in CNG Master Trust: CNG Stock Fund - The fund invested primarily in shares of CNG common stock. Participants purchased units of participation in the CNG Stock Fund continuously or from funds transferred from other investment options. Dividends on Company common stock held in the CNG Stock Fund were invested in additional units of the CNG Stock Fund and credited to participants' accounts. The fund ceased operations as of February 1, 2000. Fixed Investment Stable Value Fund - The fund invests in group annuity contracts with one or more insurance companies and other short term fixed income securities. Investments under the contracts mature at various intervals. The interest rates, credited daily to participants' accounts, represent a composite of the income earned under the contracts with the insurance companies and the revenue earned from short-term fixed income securities. 7 Diversified Equity Fund - The fund invests primarily in the common stocks of large U.S. companies. (3) Mutual Funds: The Masterworks S&P 500 Index Fund - The fund invests proportionately in all or nearly all of the stocks that are included in the Standard & Poor's 500 Stock Index. The Small Stock Fund - The fund invests in stocks of small to mid-sized U.S. companies. The International Equity Fund - The fund invests in stocks of companies outside the U.S. The Intermediate Bond Fund - The fund invests primarily in fixed income securities of various maturities such as obligations of the U.S. Government, corporate debt securities, mortgage and other asset-backed securities and money market investments. (4) Common/Collective Trusts: The Conservative Balanced Fund, The Moderate Balanced Fund and the Growth Balanced Fund - These funds are common/collective trusts and each is designed to accomplish a specific investment objective. As such, each fund has a different diversified mix of stock, bond and short-term fixed income investments. (g) PARTICIPANT LOANS - Participants are eligible to secure loans against their ----------------- plan account and repay the amount over a one to five-year period. The maximum loan amount is the lesser of: . 3 months base pay or . 50% of the vested account balance or . $50,000 (reduced by the maximum outstanding loan balance during the prior 12 months). Loan transactions are treated as a transfer between the respective investment fund and the loan fund. The loans bear fixed interest at a rate commensurate with local prevailing rates at the time the loan is issued as determined by the Trustees. Participants make repayments to the Plan on a monthly basis. Loan repayments, including interest, are deposited in the participant's account and invested in accordance with the participants then current investment elections. Defaults result in a reclassification of the remaining loan balances as taxable distributions to the participants. (h) PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on the -------------------- valuation date when a participant's valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. 8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. VALUATION OF INVESTMENTS: ------------------------ (1) Dominion Stock Fund - Investments in Dominion common stock are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the plan year. (2) Investment in Consolidated Natural Gas Master Trust - The fair value of the Plan's interest in the Master Trust is based on the beginning of the year value of the Plan's interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Quoted market prices are used to value investments in the Master Trust, with the exception of the trust's investment in the Fixed Investment Stable Value Fund. Investments in the Fixed Investment Stable Value Fund are stated at contract value, which approximates market value. Contract value represents contributions and income earned in the fund, less withdrawals. The fair market value of the contracts approximates the contract value. The CNG Stock Fund was stated at market value. Company common stock was purchased for participants on the open market, directly from the Company, and in certain circumstances, as shares or fractional shares from terminating employees' Plan and Employee Stock Ownership Plan accounts and other stockholders. Such shares or fractional shares were allocated among the accounts of participants directing the Trustees to purchase Company common stock. (3) Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. (4) Common/Collective Trusts - Investments in common/collective 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 (or trust company) sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. b. INVESTMENT INCOME - Dividend income is recognized on the ex-dividend date. Dividends received on all shares of company stock are reinvested in additional shares of Dominion common stock (previously in shares of CNG common stock). Diversified Equity Fund units of the Long-Term Thrift Trust are prorated to participants based on the unit value calculated at the end of each day. Realized gains and losses on the sale of investments are determined using the average cost method. Net investment income from mutual fund holdings includes dividend income and realized and unrealized appreciation/depreciation. c. EXPENSES - The Plan's expenses are accrued as incurred and paid by -------- the Plan, as provided by the Plan document. d. USE OF ESTIMATES - The preparation of financial statements in ---------------- conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and 9 changes therein. Actual results could differ from those estimates. e. RECLASSIFICATIONS - The Plan has adopted SOP 99-3 "Accounting and ----------------- Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters". As a result, reclassifications have been made to eliminate the by-fund disclosure as previously required. f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets ---------------------------- available for benefits at June 30, 2000, are investments in Dominion common stock amounting to approximately $74 million whose value could be subject to change based upon market conditions. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets available for benefits: June 30, 2000 1999 Insurance Company Contracts $ - $ 31,578,802 Fixed Investment Stable Fund 71,760,281 - Dominion Common Stock 74,189,271 - CNG Common Stock - 101,452,721 During July 1, 1999 through June 30, 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $15,587,490 as follows: Investments at Fair Value: -------------------------- Mutual Funds $ 200,286 Common/Collective Trust 42,676 Common Stock 15,344,528 ------------- $ 15,587,490 ============= 10 4. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested. 5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST A portion of the Plan's investments are in a Master Trust which was established for the investment of assets of the Plan and the thrift plans of other subsidiaries of the Company. The assets of the Master Trust are held by Mellon Bank, N.A., as Trustee of the fund. Each participating thrift plan has an undivided interest in the Master Trust. The assets and income, including net appreciation (depreciation) in fair value of plan assets, are allocated to the participating plans based on each plan's proportionate share of the units of participation held in the fund each month. As of June 30, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately 15% and 1%, respectively, with varying interests in each of the funds. The following table presents the value of the undivided investments (and related investment income) in the Master Trust. June 30, 2000 1999 Diversified Equity Fund $ 81,833,579 $ 67,461,670 Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653 Short-Term Money Market Fund 5,748,098 4,418,433 CNG Stock Fund (Note 5b) - 333,954,519 ------------- ------------ Total $ 544,960,097 $ 615,875,275 ============= ============= 2000 1999 Interest $ 23,074,768 $ 13,954,451 Dividends 12,629,671 11,490,054 Net appreciation in fair value of investments 50,562,484 21,608,256 ------------- ------------- Total $ 86,266,923 $ 47,052,761 ============= ============= a) The Fixed Investment Stable Value Fund holds investments in an interest bearing cash fund and in fully benefit-responsive insurance investment contracts and separate investment accounts. Insurance contracts and accounts are included in the financial statement at contract value as reported by the various insurance companies. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in this fund at contract value. There are no reserves against contract values for credit risks of the contract issuers or otherwise. The average yield and crediting interest rates for the years ended June 30, 2000 and 1999 were approximately 6.55% and 6.5%, respectively. 11 b) The CNG Stock Fund was replaced by the Dominion Stock Fund on February 1, 2000. The Dominion Stock Fund is not a part of the CNG Master Trust. 6. TAX STATUS The Plan is a qualified employees' profit sharing trust under Sections 401(a) and 401(k) of the IRC and, as such, is exempt from federal income taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, a participant is not taxed on the income and pretax 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 7, 1995, in which the Internal Revenue Service stated that the Plan, as amended through December 20, 1994 was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and is currently operating in compliance with the applicable requirements of the Internal Revenue Code. 7. MERGER OF CNG AND DOMINION On February 12, 1999, CNG and Dominion announced that a definitive merger agreement was approved by the Boards of Directors of both companies. On May 11, 1999, CNG announced that its Board had unanimously approved an amended and restated Agreement and Plan of Merger. The shareholders of both the CNG and Dominion and all applicable state regulatory commissions and federal regulatory agencies approved the merger. The merger agreement called for a two-step merger process. The first step, the First Merger, allowed shareholders of Dominion common stock to elect to exchange their shares for cash, new Dominion shares or a combination of cash and shares. The second step, the Second Merger, allowed shareholders of CNG common stock to elect to exchange their old shares for cash or new Dominion shares (at a prescribed formula) or a combination of cash and shares. As directed by the Trustee, Mellon Bank solicited elections from participants with respect to shares of stock allocated to their accounts. Effective with the completion of the merger, units of participation in the CNG Stock Fund were converted to cash and shares of Dominion common stock based upon participants' elections (subject to the terms of the merger agreement). The fund was renamed the Dominion Stock Fund. The merger was finalized on January 28, 2000 and results were posted to participants' accounts on February 14, 2000. 12 THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000 SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES -------------------------------------------------------------------------------- Current -------------------------- Description Cost Value BSDT - Late Money Deposit Account $ 1,794,328 $ 1,794,328 ------------ ------------ Dominion Resources, Inc., Common Stock 69,619,634 74,189,271 ------------ ------------ Interest in CNG Master Trust CNG Diversified Equity Fund 7,654,842 7,864,794 Money Market Fund 660,456 660,456 Fixed Investment Stable Value Fund 69,413,791 71,760,282 ------------ ------------ 77,729,089 80,285,532 ------------ ------------ Common/Collective Trusts EB Daily Liquidity Fund 139,455 139,455 Conservative Balanced Fund 130,949 135,309 Moderate Balanced Fund 1,179,671 1,199,313 Growth Balanced Fund 1,752,639 1,774,752 ------------ ------------ 3,202,714 3,248,829 ------------ ------------ Mutual Funds Masterworks S&P 500 Index Fund 6,250,818 6,352,148 Pimco Total Return Fund 206,514 207,188 T. Rowe Price International Income Stock Fund 1,249,188 1,235,034 One Group Small Stock Fund 1,024,502 1,064,920 ------------ ------------ 8,731,022 8,859,290 ------------ ------------ Loans to Participants 1,693,135 1,693,135 ------------ ------------ Total Assets Held for Investment $162,769,922 $170,070,385 ============ ============ 13 THRIFT PLAN OF CNG TRANSMISSION CORPORATION AND HOPE GAS, INC. FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL NO. 69 - DIVISION II, SEIU, AFL-CIO SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000 SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS --------------------------------------------------------------------------------
Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales ---------------------------------------------------------------------------------------------------------------------- Single Transactions in Excess of Five Percent of Plan Assets 1,510,244.00 Dominion Res. Inc. Common Stock* $ - $ 61,070,491.75 $ - Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales ---------------------------------------------------------------------------------------------------------------------- Series of Transactions in Excess of Five Percent of Plan Assets 1,833,901.00 Dominion Res. Inc. Common Stock* $ - $ 73,777,208.00 $ - 85,670.00 Dominion Res. Inc. Common Stock* $ - $ - $ 3,556,855.62 407,592,43 Masterworks S&P 500 Index Fund $ - $ 10,640,143.30 $ - 170,665.51 Masterworks S&P 500 Index Fund $ - $ - $ 4,497,171.07 13,423,455.66 EB Temporary Investment Fund $ - $ 13,423,455.66 $ - 13,284,000.45 EB Temporary Investment Fund $ - $ - $13,284,000.45 26,108,039.20 BSDT - Late Money Deposit Account $ - $ 8,072,693.36 $ - 26,108,039.20 BSDT - Late Money Deposit Account $ - $ - $ 6,278,365.65
* A party-in-interest as defined by ERISA 14 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. For the fiscal year ended June 30, 2000. or _____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________________. Commission File number 333-95795 G. Full title of the plan and the address of the plan, if different from that of the issuer named below: THRIFT PLAN OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO H. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 THRIFT PLAN OF EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO
TABLE OF CONTENTS --------------------------------------------------------------------------------------- Page Independent Auditors' Report 3 Financial Statements: Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2000 5 Notes to Financial Statements 6 - 12 Supplemental Schedules as of and for the Year Ended June 30, 2000: Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13 Schedule H, Item 4(j): Schedule of Reportable Transactions 14
2 INDEPENDENT AUDITORS' REPORT To the Trustee and Participants of the Thrift Plan of East Ohio Gas Company for Employees Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO We have audited the accompanying statement of net assets available for benefits of the Thrift Plan of East Ohio Gas Company for Employees Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO (the Plan) as of June 30, 2000 and the related statement of changes in net assets available for benefits for the year ended June 30, 2000. 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 audit. The financial statements of the Plan as of June 30, 1999 were audited by other auditors whose report, dated April 7, 2000 expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides 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 as of June 30, 2000, and the changes in net assets available for benefits for the year ended June 30, 2000 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose 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 2000 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 December 20, 2000 3 THRIFT PLAN OF EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS -------------------------------------------------------------------------------- June 30, 2000 1999 Assets: Investments (Notes 3 and 4): Temporary investments $ 2,791 $ - Common stock 54,688,478 95,835 Common/Collective Trusts 6,354,430 2,620,145 Mutual Funds 18,563,662 9,472,731 Interest in Master Trust 106,098,416 167,279,856 Loans to Participants 2,287,100 2,494,982 ------------ ------------ Total investments 187,994,877 181,963,549 ------------ ------------ Receivables: Interest 2,104 - Contributions 171,460 - Other 20,437 - ------------ ------------ Total receivables 194,001 - ------------ ------------ Cash and Cash Equivalents 4,977 - ------------ ------------ Total Assets 188,193,855 181,963,549 ------------ ------------ LIABILITIES: Accrued administrative expenses 2,609 - Other 32,748 - ------------ ------------ Total Liabilities 35,357 - ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $188,158,498 $181,963,549 ============ ============ The accompanying notes are an integral part of these financial statements. 4 THRIFT PLAN OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED JUNE 30, 2000 -------------------------------------------------------------------------------- Additions: Investment income: Dividend $ 2,660,424 Interest 337,697 Net appreciation in fair value of investments 16,115,208 Master Trust income 6,122,144 ------------ Total investment income 25,235,473 ------------ Contributions: Participant (Note 1) 5,806,476 Participating company (Note 1) 3,610,522 Employee rollovers 20,980 ------------ Total contributions 9,437,978 ------------ Total additions 34,673,451 ------------ Deductions: Benefits paid to participants 28,041,161 Forfeitures 65,615 Administrative expenses 628 ------------ Total deductions 28,107,404 ------------ Net increase before transfers 6,566,047 Transfer of participants' assets from the Plan to other plans 371,098 ------------ Net increase 6,194,949 Net assets available for benefits: Beginning of year 181,963,549 ------------ End of year $188,158,498 ============ The accompanying notes are an integral part of these financial statements. 5 THRIFT PLAN OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Thrift Plan of the East Ohio Gas Company for Employees Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. a. GENERAL - The Plan is a defined contribution plan. The participants ------- in the Plan are union- eligible employees of East Ohio Gas Company (the Employer). The East Ohio Gas Company is a wholly-owned subsidiary of Consolidated Natural Gas Company (the Company or CNG). Each employee is eligible to participate in the plan on an entirely voluntary basis. Participation by an employee becomes effective immediately upon completion and delivery to the employer of an authorized form furnished by the employer. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employee and employer contributions are made pursuant to the terms of the plan and are held in funds administered by the Trustees under two declarations of trust, i.e., the Long-Term Thrift Trust and the Short- Term Thrift Trust (the Trusts). The Trusts are maintained in accordance with the Plan's provision to provide for the custody and investment of employee and employer contributions. They are administered by individual trustees (the Trustee) who are appointed by and serve at the pleasure of the Company for a term of three years. The Trustees are employed by and are officers of various subsidiaries of the Company and serve without compensation from the Plan or Trusts. Custody of Plan assets resides with Mellon Bank, N.A. who also serves as the Plan's Trustee. b. CONTRIBUTIONS - Under the Plan, participants may contribute not ------------- less than 2% and not more than 16% (15% for participants with thirty or more years of service) of their earnings each pay period, in increments of 1%. If the participant elects that his employer make pretax contributions on his behalf, such contributions cannot exceed 10%, in increments of 1%, of his earnings each pay period subject to applicable Internal Revenue Code (IRC) limitations. c. PARTICIPANT ACCOUNTS - Each participant's account includes the -------------------- effect of the participant's contributions and withdrawals, as applicable, and allocations of the Company's contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' non-vested accounts are used to reduce future employer contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Retired participants may elect to receive an amount equal to their vested Long-Term Thrift Trust account balance either in a lump sum or in installments. For terminations other than retirements, participants can only receive their vested Long-Term Thrift Trust account balance as a lump sum distribution. Upon termination and retirement, participants can only receive their Short-Term Thrift 6 Trust account balance as a lump sum distribution. d. PARTICIPANTS - Each employee is eligible to participate in the Plan ------------ on an entirely voluntary basis. Participation by an employee becomes effective immediately upon completion and delivery to the Employer (or the Company) of an authorization form furnished by the Employer. e. VESTING - Participants immediately vest in their contributions and ------- earnings thereon. Participants vest in the Employer's matching contribution and related earnings based upon years of continuous service and are fully vested after five years of credited service. The Employer's matching contribution is based upon the participant's contribution rate and length of service. f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may ------------------ direct contributions in any option (except the loan fund) in 1% increments totaling to 100%. Investment options are valued daily. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds. The Plan provides for employee and employer contributions to be invested in the following: Short-Term Thrift Trust ----------------------- (1) Interest in CNG Master Trust: CNG Short Term Money Market Fund - The Money Market Fund invests primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate notes, commercial paper, floating rate notes and repurchase agreements. Long-Term Thrift Trust ---------------------- (1) Common Stock: Dominion Resources, Inc. (Dominion) Stock Fund - All investments are in Dominion common stock or cash equivalent investments for partial shares. The fund became effective as of February 1, 2000. (2) Interest in CNG Master Trust: CNG Stock Fund - The fund invested primarily in shares of CNG common stock. Participants purchased units of participation in the CNG Stock Fund continuously or from funds transferred from other investment options. Dividends on Company common stock held in the CNG Stock Fund were invested in additional units of the CNG Stock Fund and credited to participants' accounts. The fund ceased operations as of February 1, 2000. Fixed Investment Stable Value Fund - The fund invests in group annuity contracts with one or more insurance companies and other short term fixed income securities. Investments under the contracts mature at various intervals. The interest rates, credited daily to participants' accounts, represent a composite of the income earned under the contracts with the insurance companies and the revenue earned from short-term fixed income securities. 7 Diversified Equity Fund - The fund invests primarily in the common stocks of large U.S. companies. (3) Mutual Funds: The Masterworks S&P 500 Index Fund - The fund invests proportionately in all or nearly all of the stocks that are included in the Standard & Poor's 500 Stock Index. The Small Stock Fund - The fund invests in stocks of small to mid-sized U.S. companies. The International Equity Fund - The fund invests in stocks of companies outside the U.S. The Intermediate Bond Fund - The fund invests primarily in fixed income securities of various maturities such as obligations of the U.S. Government, corporate debt securities, mortgage and other asset-backed securities and money market investments. (4) Common/Collective Trusts: The Conservative Balanced Fund, The Moderate Balanced Fund and the Growth Balanced Fund - These funds are common/collective trusts and each is designed to accomplish a specific investment objective. As such, each fund has a different diversified mix of stock, bond and short-term fixed income investments. g. PARTICIPANT LOANS - Participants are eligible to secure loans against ----------------- their plan account and repay the amount over a one to five-year period. The maximum loan amount is the lesser of: . 3 months base pay or 50% of the vested account balance or . $50,000 (reduced by the maximum outstanding loan balance during the prior 12 months). Loan transactions are treated as a transfer between the respective investment fund and the loan fund. The loans bear fixed interest at a rate commensurate with local prevailing rates at the time the loan is issued as determined by the Trustees. Participants make repayments to the Plan on a monthly basis. Loan repayments, including interest, are deposited in the participant's account and invested in accordance with the participants' then current investment elections. Defaults result in a reclassification of the remaining loan balances as taxable distributions to the participants. h. PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on the -------------------- valuation date when a participant's valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. 8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. VALUATION OF INVESTMENTS: ------------------------ (1) Dominion Stock Fund - Investments in Dominion common stock are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the plan year. (2) Investment in Consolidated Natural Gas Master Trust - The fair value of the Plan's interest in the Master Trust is based on the beginning of the year value of the Plan's interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Quoted market prices are used to value investments in the Master Trust, with the exception of the trust's investment in the Fixed Investment Stable Value Fund. Investments in the Fixed Investment Stable Value Fund are stated at contract value, which approximates market value. Contract value represents contributions and income earned in the fund, less withdrawals. The fair market value of the contracts approximates the contract value. The CNG Stock Fund was stated at market value. Company common stock was purchased for participants on the open market, directly from the Company, and in certain circumstances, as shares or fractional shares from terminating employees' Plan and Employee Stock Ownership Plan accounts and other stockholders. Such shares or fractional shares were allocated among the accounts of participants directing the Trustees to purchase Company common stock. (3) Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. (4) Common/Collective Trusts - Investments in common/collective 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 (or trust company) sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. b. INVESTMENT INCOME - Dividend income is recognized on the ex- ----------------- dividend date. Dividends received on all shares of company stock are reinvested in additional shares of Dominion common stock (previously in shares of CNG common stock). Diversified Equity Fund units of the Long-Term Thrift Trust are prorated to participants based on the unit value calculated at the end of each day. Realized gains and losses on the sale of investments are determined using the average cost method. Net investment income from mutual fund holdings includes dividend income and realized and unrealized appreciation/depreciation. 9 c. EXPENSES - The Plan's expenses are accrued as incurred and paid -------- by the Plan, as provided by the Plan document. d. USE OF ESTIMATES - The preparation of financial statements in ---------------- conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein. Actual results could differ from those estimates. e. RECLASSIFICATIONS - The Plan has adopted SOP 99-3 "Accounting and ----------------- Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters". As a result, reclassifications have been made to eliminate the by-fund disclosure as previously required. f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets ---------------------------- available for benefits at June 30, 2000, are investments in Dominion common stock amounting to approximately $55 million whose value could be subject to change based upon market conditions. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets available for benefits: June 30, 2000 1999 Plan interest in CNG Master Trust: CNG Stock Fund $ - $115,057,833 Diversified Equity Fund 10,048,622 - Fixed Investment Stable Fund 94,996,320 44,202,340 Dominion Common Stock 54,688,478 S&P 500 Index Fund 12,535,966 - During July 1, 1999 through June 30, 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $16,115,208 as follows: Investments at Fair Value: -------------------------- Mutual Funds $ 241,424 Common/Collective Trust 545,407 Common Stock 15,328,377 ----------- $16,115,208 =========== 4. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested. 10 5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST A portion of the Plan's investments are in a Master Trust which was established for the investment of assets of the Plan and the thrift plans of other subsidiaries of the Company. The assets of the Master Trust are held by Mellon Bank, N.A., as Trustee of the fund. Each participating thrift plan has an undivided interest in the Master Trust. The assets and income, including net appreciation (depreciation) in fair value of plan assets, are allocated to the participating plans based on each plan's proportionate share of the units of participation held in the fund each month. As of June 30, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately 19% and 27%, respectively, with varying interests in each of the funds. The following table presents the value of the undivided investments (and related investment income) in the Master Trust. June 30, 2000 1999 Diversified Equity Fund $ 81,833,579 $ 67,461,670 Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653 Short-Term Money Market Fund 5,748,098 4,418,433 CNG Stock Fund (Note 5b) - 333,954,519 ------------ ------------ Total $544,960,097 $615,875,275 ============ ============ 2000 1999 Interest $ 23,074,768 $ 13,954,451 Dividends 12,629,671 11,490,054 Net appreciation in fair value of investments 50,562,484 21,608,256 ------------ ------------ Total $ 86,266,923 $ 47,052,761 ============ ============ (a) The Fixed Investment Stable Value Fund holds investments in an interest bearing cash fund and in fully benefit-responsive insurance investment contracts and separate investment accounts. Insurance contracts and accounts are included in the financial statement at contract value as reported by the various insurance companies. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in this fund at contract value. There are no reserves against contract values for credit risks of the contract issuers or otherwise. The average yield and crediting interest rates for the years ended June 30, 2000 and 1999 were approximately 6.55% and 6.5%, respectively. (b) The CNG Stock Fund was replaced by the Dominion Stock Fund on February 1, 2000. The Dominion Stock Fund is not a part of the CNG Master Trust. 11 6. TAX STATUS The Plan is a qualified employees' profit sharing trust under Sections 401(a) and 401(k) of the IRC and, as such, is exempt from federal income taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, a participant is not taxed on the income and pretax 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 1, 1995, in which the Internal Revenue Service stated that the Plan, as amended through December 22, 1994 was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and is currently operating in compliance with the applicable requirements of the Internal Revenue Code. 7. MERGER OF CNG AND DOMINION On February 12, 1999, CNG and Dominion announced that a definitive merger agreement was approved by the Boards of Directors of both companies. On May 11, 1999, CNG announced that its Board had unanimously approved an amended and restated Agreement and Plan of Merger. The shareholders of both the CNG and Dominion and all applicable state regulatory commissions and federal regulatory agencies approved the merger. The merger agreement called for a two-step merger process. The first step, the First Merger, allowed shareholders of Dominion common stock to elect to exchange their shares for cash, new Dominion shares or a combination of cash and shares. The second step, the Second Merger, allowed shareholders of CNG common stock to elect to exchange their old shares for cash or new Dominion shares (at a prescribed formula) or a combination of cash and shares. As directed by the Trustee, Mellon Bank solicited elections from participants with respect to shares of stock allocated to their accounts. Effective with the completion of the merger, units of participation in the CNG Stock Fund were converted to cash and shares of Dominion common stock based upon participants' elections (subject to the terms of the merger agreement). The fund was renamed the Dominion Stock Fund. The merger was finalized on January 28, 2000 and results were posted to participants' accounts on February 14, 2000. 12 THRIFT PLAN OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000 SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES ------------------------------------------------------------------------------- Current --------------------------- Description Cost Value BSDT - Late Money Deposit Account $ 2,791 $ 2,791 ------------ ------------ Dominion Resources, Inc., Common Stock 51,250,835 54,688,478 ------------ ------------ Interest in CNG Master Trust CNG Diversified Equity Fund 8,803,001 10,048,623 Money Market Fund 1,053,472 1,053,473 Fixed Investment Stable Value Fund 89,695,607 94,996,320 ------------ ------------ 99,552,080 106,098,416 ------------ ------------ Common/Collective Trusts EB Daily Liquidity Fund 255,003 255,003 Conservative Balanced Fund 328,300 358,920 Moderate Balanced Fund 1,544,923 1,766,804 Growth Balanced Fund 3,512,897 3,973,703 ------------ ------------ 5,641,123 6,354,430 ------------ ------------ Mutual Funds Masterworks S&P 500 Index Fund 11,922,375 12,535,966 Pimco Total Return Fund 572,655 554,080 T. Rowe Price International Income Stock Fund 2,235,017 2,289,481 One Group Small Stock Fund 3,032,433 3,184,135 ------------ ------------ 17,762,480 18,563,662 ------------ ------------ Loans to Participants 2,287,100 2,287,100 ------------ ------------ Total Assets Held for Investment $176,496,409 $187,994,877 ============ ============ 13 THRIFT PLAN OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE NATURAL GAS WORKERS UNION, LOCAL 555, SEIU, AFL-CIO SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000 SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS ---------------------------------------------------------------------------
Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales ------------------------------------------------------------------------------------------------------ Single Transactions in Excess of Five Percent of Plan Assets 1,212,634.00 Dominion Res. Inc. Common Stock* $ - $49,035,887.38 $ - Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales ------------------------------------------------------------------------------------------------------ Series of Transactions in Excess of Five Percent of Plan Assets 1,476,828.00 Dominion Res. Inc. Common Stock* $ - $59,327,137.47 $ - 146,877.00 Dominion Res. Inc. Common Stock* $ - $ - $6,203,789.55 331,094.14 Masterworks S&P 500 Index Fund $ - $ 8,555,854.58 $ - 127,156.14 Masterworks S&P 500 Index Fund $ - $ - $3,385,076.06 8,342,982.68 EB Temporary Investment Fund $ - $ 8,342,982.68 $ - 8,089,974.59 EB Temporary Investment Fund $ - $ - $8,089,974.59
* A party-in-interest as defined by ERISA 14 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. For the fiscal year ended June 30, 2000. or _____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________________. Commission File number 333-95795 I. Full title of the plan and the address of the plan, if different from that of the issuer named below: THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL 69- DIVISION I, SEIU, AFL-CIO J. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION, LOCAL 69- DIVISION I, SEIU, AFL-CIO TABLE OF CONTENTS --------------------------------------------------------------------------------
Page Independent Auditors' Report 3 Financial Statements: Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2000 5 Notes to Financial Statements 6 - 12 Supplemental Schedules as of and for the Year Ended June 30, 2000: Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13 Schedule H, Item 4(j): Schedule of Reportable Transactions 14
2 INDEPENDENT AUDITORS' REPORT To the Trustee and Participants of the Thrift Plan of East Ohio Gas Company for Employees Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO We have audited the accompanying statement of net assets available for benefits of the Thrift Plan of East Ohio Gas Company for Employees Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO (the Plan) as of June 30, 2000 and the related statement of changes in net assets available for benefits for the year ended June 30, 2000. 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 audit. The financial statements of the Plan as of June 30, 1999 were audited by other auditors whose report, dated April 7, 2000 expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides 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 as of June 30, 2000, and the changes in net assets available for benefits for the year ended June 30, 2000 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose 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 2000 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 December 20, 2000 3 THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION, LOCAL 69 - DIVISION I, SEIU, AFL-CIO STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------------------------------
June 30, 2000 1999 Assets: Investments (Notes 3 and 4): Temporary investments $ 261,087 $ 155,836 Corporate stock, common 38,989,453 60,807,890 Insurance Companies Pooled Separate Accounts - 8,403,951 Unallocated Insurance Company Contracts - 14,537,123 Common/Collective Trusts 2,995,330 - Mutual Funds 7,001,723 - Interest in Master Trust 46,819,253 3,087,078 Loans to participants 693,538 783,420 ----------- ----------- Total investments 96,760,384 87,775,298 ----------- ----------- Receivables: Interest 1,377 9,540 Contributions and loan repayments - 73,794 Securities sold 18,029 529,508 ----------- ----------- Total receivables 19,406 612,842 ----------- ----------- Cash - 164,029 ----------- ----------- Total Assets 96,779,790 88,552,169 ----------- ----------- Liabilities: Accrued administrative expenses - 1,047,394 Securities purchased 254,347 - Prepaid contributions 362,779 - ----------- ----------- Net Assets Available For Benefits $96,162,664 $87,504,775 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION, LOCAL 69 - DIVISION I, SEIU, AFL-CIO STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED JUNE 30, 2000 -------------------------------------------------------------------------------- Additions: Investment income: Dividend $ 1,139,516 Interest 518,450 Net appreciation in fair value of investments 9,066,445 Master Trust income 2,703,166 ----------- Total investment income 13,427,577 ----------- Contributions: Participant (Note 1) 2,440,963 Participating company (Note 1) 1,331,191 Employee rollovers 30,280 ----------- Total contributions 3,802,434 ----------- Total additions 17,230,011 ----------- Deductions: Benefits paid to participants 8,339,168 Administrative expenses 1,075 ----------- Total deductions 8,340,243 ----------- Net increase before transfers 8,889,768 Transfer of participants' assets from the Plan to other plans 231,879 ----------- Net increase 8,657,889 Net assets available for benefits: Beginning of year 87,504,775 ----------- End of year $96,162,664 ===========
The accompanying notes are an integral part of these financial statements. 5 THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION, LOCAL 69 - DIVISION I, SEIU, AFL-CIO NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Thrift Plan of the Peoples Natural Gas Company (CNG) for Employees Represented by the United Gas Workers Union, Local No. 69 - Division 1, SEIU, AFL-CIO (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. a. GENERAL - The Plan is a defined contribution plan. The participants ------- in the plan are union-eligible employees of Peoples Natural Gas Company (the Employer). The Employer is a wholly-owned subsidiary of Consolidated Natural Gas Company (the Company or CNG). Each employee is eligible to participate in the Plan on a voluntary basis. Participation by an employee becomes effective immediately upon completion and delivery to the employer of an authorized form furnished by the employer. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employee and employer contributions are made pursuant to the terms of the plan and are held in funds administered by the Trustees under two declarations of trust, i.e., the Long-Term Thrift Trust and the Short-Term Thrift Trust (the "Trusts"). The Trusts are maintained in accordance with the Plan's provision to provide for the custody and investment of employee and employer contributions. They are administered by individual trustees (the "Trustee") who are appointed by and serve at the pleasure of the Company for a term of three years. The Trustees are employed by and are officers of various subsidiaries of the Company and serve without compensation from the Plan or Trusts. Custody of Plan assets resides with Mellon Bank, N.A. who also serves as the Plan's Trustee. b. CONTRIBUTIONS - Under the Plan, participants may contribute not less ------------- than 2% and not more than 16% (15% for participants with thirty or more years of service) of their earnings each pay period, in increments of 1%. If the participant elects that his employer make pretax contributions on his behalf, such contributions cannot exceed 10%, in increments of 1%, of his earnings each pay period subject to applicable Internal Revenue Code (IRC) limitations. c. PARTICIPANT ACCOUNTS - Each participant's account includes the effect -------------------- of the participant's contributions and withdrawals, as applicable, and allocations of the Company's contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' non-vested accounts are used to reduce future employer contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Retired participants may elect to receive an amount equal to their vested Long-Term Thrift Trust account balance either in a lump sum or in installments. For terminations other than retirements, participants can only receive their vested Long-Term Thrift Trust account balance as a lump sum distribution. Upon termination and retirement, participants can only receive their Short-Term Thrift 6 Trust account balance as a lump sum distribution. d. PARTICIPANTS - Each employee is eligible to participate in the Plan on ------------ an entirely voluntary basis. Participation by an employee becomes effective immediately upon completion and delivery to the Employer (or the Company) of an authorization form furnished by the Employer. e. VESTING - Participants immediately vest in their contributions and ------- earnings thereon. Participants vest in the Employer's matching contribution and related earnings based upon years of continuous service and are fully vested after five years of credited service. The Employer's matching contribution is based upon the participant's contribution rate and length of service. f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may ------------------ direct contributions in any option (except the loan fund) in 1% increments totaling to 100%. Investment options are valued daily. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds. The Plan provides for employee and employer contributions to be invested in the following: Short-Term Thrift Trust ----------------------- (1) Interest in CNG Master Trust: CNG Short Term Money Market Fund - The Money Market Fund invests primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate notes, commercial paper, floating rate notes and repurchase agreements. Long-Term Thrift Trust ---------------------- (1) Common Stock: Dominion Resources, Inc. (Dominion) Stock Fund - All investments are in Dominion common stock or cash equivalent investments for partial shares. The fund became effective as of February 1, 2000. (2) Interest in CNG Master Trust: CNG Stock Fund - The fund invested primarily in shares of CNG common stock. Participants purchased units of participation in the CNG Stock Fund continuously or from funds transferred from other investment options. Dividends on Company common stock held in the CNG Stock Fund were invested in additional units of the CNG Stock Fund and credited to participants' accounts. The fund ceased operations as of February 1, 2000. Fixed Investment Stable Value Fund - The fund invests in group annuity contracts with one or more insurance companies and other short term fixed income securities. Investments under the contracts mature at various intervals. The interest rates, credited daily to participants' accounts, represent a composite of the income earned under the contracts with the insurance companies and the revenue earned from short-term fixed income securities. 7 Diversified Equity Fund - The fund invests primarily in the common stocks of large U.S. companies. (3) Mutual Funds: The Masterworks S&P 500 Index Fund - The fund invests proportionately in all or nearly all of the stocks that are included in the Standard & Poor's 500 Stock Index. The Small Stock Fund - The fund invests in stocks of small to mid- sized U.S. companies. The International Equity Fund - The fund invests in stocks of companies outside the U.S. The Intermediate Bond Fund - The fund invests primarily in fixed income securities of various maturities such as obligations of the U.S. Government, corporate debt securities, mortgage and other asset- backed securities and money market investments. (4) Common/Collective Trusts: The Conservative Balanced Fund, The Moderate Balanced Fund and The Growth Balanced Fund - These funds are common/collective trusts and each is designed to accomplish a specific investment objective. As such, each fund has a different diversified mix of stock, bond and short-term fixed income investments. g. PARTICIPANT LOANS - Participants are eligible to secure loans against ----------------- their plan account and repay the amount over a one to five-year period. The maximum loan amount is the lesser of; . 3 months base pay or . 50% of the vested account balance or . $50,000 (reduced by the maximum outstanding loan balance during the prior 12 months). Loan transactions are treated as a transfer between the respective investment fund and the loan fund. The loans bear fixed interest at a rate commensurate with local prevailing rates at the time the loan is issued as determined by the Trustees. Participants make repayments to the Plan on a monthly basis. Loan repayments, including interest, are deposited in the participant's account and invested in accordance with the participants then current investment elections. Defaults result in a reclassification of the remaining loan balances as taxable distributions to the participants. h. PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on the --------------------- valuation date when a participant's valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. 8 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. VALUATION OF INVESTMENTS: ------------------------ (1) Dominion Stock Fund - Investments in Dominion common stock are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the plan year. (2) Investment in Consolidated Natural Gas Master Trust - The fair value of the Plan's interest in the Master Trust is based on the beginning of the year value of the Plan's interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Quoted market prices are used to value investments in the Master Trust, with the exception of the trust's investment in the Fixed Investment Stable Value Fund. Investments in the Fixed Investment Stable Value Fund are stated at contract value, which approximates market value. Contract value represents contributions and income earned in the fund, less withdrawals. The fair market value of the contracts approximates the contract value. The CNG Stock Fund was stated at market value. Company common stock was purchased for participants on the open market, directly from the Company, and in certain circumstances, as shares or fractional shares from terminating employees' Plan and Employee Stock Ownership Plan accounts and other stockholders. Such shares or fractional shares were allocated among the accounts of participants directing the Trustees to purchase Company common stock. (3) Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. (4) Common/Collective Trusts - Investments in common/collective 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 (or trust company) sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. b. INVESTMENT INCOME - Dividend income is recognized on the ex-dividend ----------------- date. Dividends received on all shares of company stock are reinvested in additional shares of Dominion common stock (previously in shares of CNG common stock). Diversified Equity Fund units of the Long-Term Thrift Trust are prorated to participants based on the unit value calculated at the end of each day. Realized gains and losses on the sale of investments are determined using the average cost method. Net investment income from mutual fund holdings includes dividend income and realized and unrealized appreciation/depreciation. c. EXPENSES - The Plan's expenses are accrued as incurred and paid by the -------- Plan, as provided by 9 the Plan document. d. USE OF ESTIMATES - The preparation of financial statements in ---------------- conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein. Actual results could differ from those estimates. e. RECLASSIFICATIONS - The Plan has adopted SOP 99-3 "Accounting and ----------------- Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters". As a result, reclassifications have been made to eliminate the by-fund disclosure as previously required. f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets ---------------------------- available for benefits at June 30, 2000, are investments in Dominion common stock amounting to approximately $39 million whose value could be subject to change based upon market conditions. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets available for benefits: June 30, 2000 1999 Diversified Equity Fund $ 4,946,279 $ - Fixed Investment Stable Fund 41,646,597 11,454,579 Dominion Common Stock 38,989,453 - CNG Stock Fund - 60,807,890 During July 1, 1999 through June 30, 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $9,066,445 as follows: Investments at Fair Value: -------------------------- Mutual Funds $8,922,620 Common/Collective Trust 32,312 Common Stock 111,513 ---------- $9,066,445 ========== 4. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested. 5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST A portion of the Plan's investments are in a Master Trust which was established for the investment of assets of the Plan and the thrift plans of other subsidiaries of the Company. The assets of the Master Trust are held by Mellon Bank, N.A., as Trustee of the fund. Each participating thrift plan has an undivided 10 interest in the Master Trust. The assets and income, including net appreciation (depreciation) in fair value of plan assets, are allocated to the participating plans based on each plan's proportionate share of the units of participation held in the fund each month. As of June 30, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately 8.6% and .50%, respectively, with varying interests in each of the Funds. The following table presents the value of the undivided investments (and related investment income) in the Master Trust.
June 30, 2000 1999 Diversified Equity Fund $ 81,833,579 $ 67,461,670 Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653 Short-Term Money Market Fund 5,748,098 4,418,433 CNG Stock Fund (Note 5b) - 333,954,519 ------------ ------------ Total $544,960,097 $615,875,275 ============ ============ 2000 1999 Interest $ 23,074,768 $ 13,954,451 Dividends 12,629,671 11,490,054 Net appreciation in fair value of investments 50,562,484 21,608,256 ------------ ------------ Total $ 86,266,923 $ 47,052,761 ============ ============
a) The Fixed Investment Stable Value Fund holds investments in an interest bearing cash fund and in fully benefit-responsive insurance investment contracts and separate investment accounts. Insurance contracts and accounts are included in the financial statement at contract value as reported by the various insurance companies. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in this fund at contract value. There are no reserves against contract values for credit risks of the contract issuers or otherwise. The average yield and crediting interest rates for the years ended June 30, 2000 and 1999 were approximately 6.55% and 6.5%, respectively. b) The CNG Stock Fund was replaced by the Dominion Stock Fund on February 1, 2000. The Dominion Stock Fund is not a part of the CNG Master Trust. 6. TAX STATUS The Plan is a qualified employees' profit sharing trust under Sections 401(a) and 401(k) of the IRC and, as such, is exempt from federal income taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, a participant is not taxed on the income and pretax 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 8, 1995, in which the Internal Revenue 11 Service stated that the Plan, as amended through December 27, 1994, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and is currently operating in compliance with the applicable requirements of the Internal Revenue Code. 7. MERGER OF CNG AND DOMINION On February 12, 1999, CNG and Dominion announced that a definitive merger agreement was approved by the Boards of Directors of both companies. On May 11, 1999, CNG announced that its Board had unanimously approved an amended and restated Agreement and Plan of Merger. The shareholders of both the CNG and Dominion and all applicable state regulatory commissions and federal regulatory agencies approved the merger. The merger agreement called for a two-step merger process. The first step, the First Merger, allowed shareholders of Dominion common stock to elect to exchange their shares for cash, new Dominion shares or a combination of cash and shares. The second step, the Second Merger, allowed shareholders of CNG common stock to elect to exchange their old shares for cash or new Dominion shares (at a prescribed formula) or a combination of cash and shares. As directed by the Trustee, Mellon Bank solicited elections from participants with respect to shares of stock allocated to their accounts. Effective with the completion of the merger, units of participation in the CNG Stock Fund were converted to cash and shares of Dominion common stock based upon participants' elections (subject to the terms of the merger agreement). The fund was renamed the Dominion Stock Fund. The merger was finalized on January 28, 2000 and results were posted to participants' accounts on February 14, 2000. 12 THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION, LOCAL 69 - DIVISION I,SEIU, AFL-CIO SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000 SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES --------------------------------------------------------------------------------
Current -------------------------------- Description Cost Value BSDT - Late Money Deposit Account $ 261,087 $ 261,087 ----------- ----------- Dominion Resources, Inc., Common Stock 36,549,252 38,989,453 ----------- ----------- Interest in CNG Master Trust CNG Diversified Equity Fund 4,821,170 4,946,279 Money Market Fund 226,377 226,377 Fixed Investment Stable Value Fund 40,335,363 41,646,597 ----------- ----------- 45,382,910 46,819,253 ----------- ----------- Common/Collective Trusts EB Daily Liquidity Fund 231,398 231,398 Conservative Balanced Fund 113,332 115,558 Moderate Balanced Fund 579,212 592,271 Growth Balanced Fund 2,046,620 2,056,103 ----------- ----------- 2,970,562 2,995,330 ----------- ----------- Mutual Funds Masterworks S&P 500 Index Fund 4,251,943 4,350,874 Pimco Total Return Fund 215,763 218,279 T. Rowe Price International Income Stock Fund 1,461,713 1,434,823 One Group Small Stock Fund 977,493 997,747 ----------- ----------- 6,906,912 7,001,723 ----------- ----------- Loans to Participants 693,538 693,538 ----------- ----------- Total Assets Held for Investment $92,764,261 $96,760,384 =========== ===========
13 THRIFT PLAN OF THE PEOPLES NATURAL GAS COMPANY FOR EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION, LOCAL 69 - DIVISION I, SEIU, AFL-CIO SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000 SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS --------------------------------------------------------------------------------
Shares/ Security Transaction Cost Of Proceeds Costs Of Assets Par Value Description Expense Purchases From Sales Disposed ------------------------------------------------------------------------------------------------------------------------------------ SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS 778,948.00 Dominion Res. Inc. Common Stock* $ - $31,498,709.75 $ - $ - Shares/ Security Transaction Cost Of Proceeds Costs Of Assets Par Value Description Expense Purchases From Sales Disposed ---------------------------------------------------------------------------------------------------------------------------------- Series of Transactions in Excess of Five Percent of Plan Assets 945,804.00 Dominion Res. Inc. Common Stock* $ - $ 38,009,102.98 $ - $ - 32,254.00 Dominion Res. Inc. Common Stock* $ - $ - $ 1,358,420.09 $1,293,598.82 166,785.12 Masterworks S&P 500 Index Fund $ - $ 4,329,934.80 $ - $ - 4,698.15 Masterworks S&P 500 Index Fund $ - $ - $ 124,395.72 $ 122,303.46 6,746,903.29 EB Temporary Investment Fund $ - $ 6,746,903.29 $ - $ - 6,515,505.29 EB Temporary Investment Fund $ - $ - $ 6,515,505.29 $6,515,505.29 3,988,616.62 BSDT - Late Money Deposit Account $ - $ 3,988,616.62 $ - $ - 3,673,461.64 BSDT - Late Money Deposit Account $ - $ - $ 3,673,461.64 $3,673,461.64 * A party-in-interest as defined by ERISA
14 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. For the fiscal year ended June 30, 2000. or _______ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________________. Commission File number 333-95795 K. Full title of the plan and the address of the plan, if different from that of the issuer named below: THRIFT PLAN OF THE RIVER GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL 69, DIVISION II, SEIU, AFL-CIO L. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 THRIFT PLAN OF THE RIVER GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL 69, DIVISION II, SEIU, AFL-CIO SMALL PLAN FINANCIAL INFORMATION
June 30 1999 2000 --------------- ---------------- Plan assets and Liabilities: Total Plan Assets $ 3,136,517 $ 3,395,514 Total Plan Liabilities 26,520 631 ---------------- ----------------- Net Plan Assets $ 3,109,997 $ 3,394,883 ================ =================
The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 2 THRIFT PLAN OF THE RIVER GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY THE UNITED GAS WORKERS UNION, LOCAL 69, DIVISION II, SEIU, AFL-CIO SMALL PLAN FINANCIAL INFORMATION
Year Ended June 30, 2000 ------------------------ Specific Assets: Employer Securities $ 1,775,711 Participant Loans 51,986
The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 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. For the fiscal year ended June 30, 2000. or _____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to________________. Commission File number 333-95795 M. Full title of the plan and the address of the plan, if different from that of the issuer named below: THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO N. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO FINANCIAL STATEMENTS TABLE OF CONTENTS
Pages ----- Financial Statements: Plan Assets and Liabilities As of June 30, 2000 and 1999 3 Income, Expenses and Transfers for the Plan Year ending June 30, 2000 4 Specific Assets Held As of June 30, 2000 5
2 THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO SMALL PLAN FINANCIAL INFORMATION June 30 1999 2000 ----------- ------------ Plan assets and Liabilities: Total Plan Assets $ 5,537,809 $ 6,225,457 Total Plan Liabilities -- -- ----------- ------------ Net Plan Assets $ 5,537,809 $ 6,225,457 =========== ============ The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 3 THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO SMALL PLAN FINANCIAL INFORMATION Year Ended June 30, 2000 ----------------- Income, Expenses and Transfers: Contributions: Employers $ 186,546 Participants 321,302 Other Income 608,678 ----------------- Total income 1,116,526 ----------------- Benefits paid 428,878 ----------------- Total deductions 428,878 ----------------- Net income $ 687,648 ---------- ================= The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 4 THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO SMALL PLAN FINANCIAL INFORMATION Year Ended June 30, 2000 ------------------ Specific Assets: Employer Securities $1,620,837 Participant Loans 65,187 The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 5 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. For the fiscal year ended June 30, 2000. or _______ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________________. Commission File number 333-95795 O. Full title of the plan and the address of the plan, if different from that of the issuer named below: THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO P. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO FINANCIAL STATEMENTS TABLE OF CONTENTS Pages -----
Financial Statements: Plan Assets and Liabilities As of June 30, 2000 and 1999 3 Income, Expenses and Transfers for the Plan Year ending June 30, 2000 4 Specific Assets Held As of June 30, 2000 5
2 THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO SMALL PLAN FINANCIAL INFORMATION
June 30 1999 2000 ----------------- ------------------ Plan assets and Liabilities: Total Plan Assets $ 731,243 $ 818,980 Total Plan Liabilities -- -- ----------------- ------------------ Net Plan Assets $ 731,243 $ 818,980 ================= ==================
The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 3 THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO SMALL PLAN FINANCIAL INFORMATION
Year Ended June 30, 2000 ---------------- Income, Expenses and Transfers: Contributions: Employers $ 21,871 Participants 20,861 Other Income 90,346 ---------------- Total income 133,078 ---------------- Benefits paid 82,729 ---------------- Total deductions 82,729 ---------------- Net income $ 50,349 ---------- ================ Net Transfers $ 37,388 ------------- ================
The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 4 THRIFT PLAN OF THE WEST OHIO GAS DIVISION OF THE EAST OHIO GAS COMPANY FOR EMPLOYEES REPRESENTED BY LOCAL UNION NO. 308-C, THE UTILITY WORKERS UNION OF AMERICA, AFL-CIO SMALL PLAN FINANCIAL INFORMATION
Year Ended June 30, 2000 --------------- Specific Assets: Employer Securities $ 213,227 Participant Loans 8,574
The above ERISA plan information is presented in accordance with DOL Form 5500, Schedule I. 5 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. For the fiscal year ended June 30, 2000. or _____ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to _____________. Commission File number 333-95795 Q. Full title of the plan and the address of the plan, if different from that of the issuer named below: VIRGINIA NATURAL GAS, INC. EMPLOYEE SAVINGS PLAN R. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 VIRGINIA NATURAL GAS, INC. EMPLOYEES SAVINGS PLAN TABLE OF CONTENTS --------------------------------------------------------------------------------
Page Independent Auditors' Report 3 Financial Statements: Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2000 5 Notes to Financial Statements 6-12 Supplemental Schedules as of and for the Year Ended June 30, 2000: Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13 Schedule H, Item 4(j): Schedule of Reportable Transactions 14
2 INDEPENDENT AUDITORS' REPORT To the Trustee and Participants of the Virginia Natural Gas, Inc. Employee Savings Plan We have audited the accompanying statement of net assets available for benefits of the Virginia Natural Gas, Inc. Employee Savings Plan (the Plan) as of June 30, 2000 and the related statement of changes in net assets available for benefits for the year ended June 30, 2000. 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 audit. The financial statements of the Plan as of June 30, 1999 were audited by other auditors whose report, dated April 7, 2000 expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides 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 as of June 30, 2000, and the changes in net assets available for benefits for the year ended June 30, 2000 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose 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 2000 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 December 20, 2000 3 VIRGINIA NATURAL GAS, INC. EMPLOYEE SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------------------------------
June 30, 2000 1999 Assets: Investments (Notes 2 and 3): Temporary investments $ - $ 127,928 CNG Common stock - 2,591,763 Dominion Common stock 1,770,437 1,560,854 Interest in Master Trust 2,233,651 - Common/Collective Trusts 155,788 - Mutual Funds 213,147 - ---------- ---------- Total investments 4,373,023 4,280,545 ---------- ---------- Receivables: Dividends and interest 98 369 Contributions 454 86,912 ---------- ---------- Total receivables 552 87,281 ---------- ---------- Cash - 6,018 ---------- ---------- Total Assets 4,373,575 4,373,844 ---------- ---------- Liabilities: Accrued administrative expenses - 3,152 ---------- ---------- Net Assets Available for Benefits $4,373,575 $4,370,692 ========== ==========
The accompanying notes are an integral part of these financial statements. 4 VIRGINIA NATURAL GAS, INC. EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED JUNE 30, 2000 ---------------------------------------------------------------------------- Additions: Investment income: Dividends $ 53,863 Interest 9,521 Net appreciation in fair value of investments 67,889 Master Trust income 367,555 Miscellaneous income 866 ---------- Total investment income 499,694 ---------- Contributions: Participant (Note 1) 7,393 Participating company (Note 1) 3,163 ---------- Total contributions 10,556 ---------- Total additions 510,250 ---------- Deductions: Benefits paid to participants 489,285 ---------- Total deductions 489,285 ---------- Net increase before transfers 20,965 Transfers from the Plan to other plans 18,082 ---------- Net increase 2,883 Net assets available for benefits: Beginning of year 4,370,692 ---------- End of year $4,373,575 ========== The accompanying notes are an integral part of these financial statements. 5 VIRGINIA NATURAL GAS, INC. EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Virginia Natural Gas, Inc. Employee Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. a. GENERAL - The Plan is a defined contribution plan and is the successor ------- to the Virginia Power Employee Savings Plan, which was sponsored by Virginia Electric and Power Company (a subsidiary of Dominion Resources, Inc. (Dominion). The Employer (Virginia Natural Gas, Inc.) is a wholly owned subsidiary of Consolidated Natural Gas Company (the Company or CNG). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employee and employer contributions are made pursuant to the terms of the plan and are held in funds administered by the Trustees under two declarations of trust, i.e., the Long-Term Thrift Trust and the Short-Term Thrift Trust (the Trusts). Prior to July 1, 1999, funds were held under one declaration of trust - the Alternate Thrift Trust. The Trusts are maintained in accordance with the Plan's provision to provide for the custody and investment of employee and employer contributions. They are administered by individual trustees (the "Trustees") who are appointed by and serve at the pleasure of the Company for a term of three years. The Trustees are employed by and are officers of various subsidiaries of the Company and serve without compensation from the Plan or Trusts. Custody of Plan assets resides with Mellon Bank, N.A. who also serves as the Plan's Trustee. b. CONTRIBUTIONS - Under the Plan, participants may contribute not less ------------- than 2% and not more than 16% of their earnings each pay period, in increments of 1%. If the participant elects that his/her employer make pretax contributions on his/her behalf, such contributions cannot exceed 10%, in increments of 1%, of his/her earnings each pay period subject to applicable Internal Revenue Code (IRC) limitations. c. PARTICIPANT ACCOUNTS - Each participant's account includes the effect -------------------- of the participant's contributions and withdrawals, as applicable, and allocations of the Company's contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' non-vested accounts are used to reduce future employer contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Retired participants may elect to receive an amount equal to their vested Long-Term Thrift Trust account balance either in a lump sum or in installments. For terminations other than retirements, participants can only receive their vested Long-Term Thrift Trust account balance as a lump sum distribution. Upon termination and retirement, participants can only receive their Short-Term Thrift Trust account balance as a lump sum distribution. d. PARTICIPANTS - Participation in the Plan is entirely voluntary. The ------------ participants in the plan are 6 salaried and non-union hourly employees of the Employer who elected to continue participation in this plan after June 30, 1991. e. VESTING - Participants immediately vest in their contributions and ------- earnings thereon. Participants vest in the Employer's matching contribution and related earnings based upon years of continuous service and are fully vested after five years of credited service. The Employer's matching contribution is based upon the participant's contribution rate. f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may ------------------ direct contributions in any option (except the loan fund) in 1% increments totaling to 100%. Investment options are valued daily. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds. Prior to July 1, 1999, participant contributions could be invested in Company common stock or the General Investments Fund. Effective July 1, 1999, the Plan provides for employee contributions to be invested in the following: Short-Term Thrift Trust ----------------------- (1) Interest in CNG Master Trust: CNG Short Term Money Market Fund - The Money Market Fund invests primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate notes, commercial paper, floating rate notes and repurchase agreements. Long-Term Thrift Trust ---------------------- (1) Common Stock: Dominion Resources, Inc. (Dominion) Stock Fund - All investments are in Dominion common stock or cash equivalent investments for partial shares. The fund became effective as of February 1, 2000. (2) Interest in CNG Master Trust: CNG Stock Fund - The fund invested primarily in shares of CNG common stock. Participants purchased units of participation in the CNG Stock Fund continuously or from funds transferred from other investment options. Dividends on Company common stock held in the CNG Stock Fund were invested in additional units of the CNG Stock Fund and credited to participants' accounts. The fund ceased operations as of February 1, 2000. Fixed Investment Stable Value Fund - The fund invests in group annuity contracts with one or more insurance companies and other short term fixed income securities. Investments under the contracts mature at various intervals. The interest rates, credited daily to participants' accounts, represent a composite of the income earned under the contracts with the insurance companies and the revenue earned from short-term fixed income securities. 7 Diversified Equity Fund - The fund invests primarily in the common stocks of large U.S. companies. (3) Mutual Funds: The Masterworks S&P 500 Index Fund - The fund invests proportionately in all or nearly all of the stocks that are included in the Standard & Poor's 500 Stock Index. The Small Stock Fund - The fund invests in stocks of small to mid-sized U.S. companies. The International Equity Fund - The fund invests in stocks of companies outside the U.S. The Intermediate Bond Fund - The fund invests primarily in fixed income securities of various maturities such as obligations of the U.S. Government, corporate debt securities, mortgage and other asset-backed securities and money market investments. (4) Common/Collective Trusts: The Conservative Balanced Fund, The Moderate Balanced Fund and The Growth Balanced Fund - These funds are common/collective trusts and each is designed to accomplish a specific investment objective. As such, each fund has a different diversified mix of stock, bond and short-term fixed income investments. g. PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on the -------------------- valuation date when a participant's valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either a lump sum amount equal to the value of the participant's vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. VALUATION OF INVESTMENTS: ------------------------ (1) Dominion Stock Fund - Investments in Dominion common stock are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the plan year. (2) Investment in Consolidated Natural Gas Master Trust - The fair value of the Plan's interest in the Master Trust is based on the beginning of the year value of the Plan's interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Quoted market prices are used to value investments in the Master Trust, with the exception of the trust's investment in the Fixed Investment Stable Value Fund. 8 Investments in the Fixed Investment Stable Value Fund are stated at contract value, which approximates market value. Contract value represents contributions and income earned in the fund, less withdrawals. The fair market value of the contracts approximates the contract value. The CNG Stock Fund was stated at market value. Company common stock was purchased for participants on the open market, directly from the Company and, in certain circumstances, as shares or fractional shares from terminating employees' Plan and Employee Stock Ownership Plan accounts and other stockholders. Such shares or fractional shares were allocated among the accounts of participants directing the Trustees to purchase Company common stock. (3) Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. (4) Common/Collective Trusts - Investments in common/collective 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 (or trust company) sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. b. INVESTMENT INCOME - Dividend income is recognized on the ex- ----------------- dividend date. Dividends received on all shares of company stock are reinvested in additional shares of Dominion common stock (previously in shares of CNG common stock). Diversified Equity Fund units of the Long-Term Thrift Trust are prorated to participants based on the unit value calculated at the end of each day. Realized gains and losses on the sale of investments are determined using the average cost method. Net investment income from mutual fund holdings includes dividend income and realized and unrealized appreciation/depreciation. c. EXPENSES - The Plan's expenses are accrued as incurred and paid by -------- the Plan, as provided by the Plan document. d. USE OF ESTIMATES - The preparation of financial statements in ---------------- conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein. Actual results could differ from those estimates. e. RECLASSIFICATIONS - The Plan has adopted SOP 99-3 "Accounting and ----------------- Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters". As a result, reclassifications have been made to eliminate the by-fund disclosure as previously required. f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets ---------------------------- available for benefits at June 30, 2000, are investments in Dominion common stock amounting to approximately $1.8 million whose value could be subject to change based upon market conditions. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets available for benefits: 9 June 30, 2000 1999 Plan interest in CNG Master Trust: Fixed Investment Stable Fund $2,092,424 $ - Dominion Common Stock 1,770,437 1,560,854 CNG Common Stock - 2,591,763 During July 1, 1999 through June 30, 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $67,889 as follows: Investments at Fair Value: -------------------------- Temporary Investments $ (2,823) Mutual Funds 8,989 Common/Collective Trust 6,990 Common Stock 54,733 ----------- $ 67,889 =========== 4. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested. 5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST A portion of the Plan's investments are in a Master Trust which was established for the investment of assets of the Plan and the thrift plans of other subsidiaries of the Company. The assets of the Master Trust are held by Mellon Bank, N.A., as Trustee of the fund. Each participating thrift plan has an undivided interest in the Master Trust. The assets and income, including net appreciation (depreciation) in fair value of plan assets, are allocated to the participating plans based on each plan's proportionate share of the units of participation held in the fund each month. As of June 30, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately .4% and 0%, respectively, with varying interests in each of the funds. 10 The following table presents the value of the undivided investments (and related investment income) in the Master Trust. June 30, 2000 1999 Diversified Equity Fund $ 81,833,579 $ 67,461,670 Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653 Short-Term Money Market Fund 5,748,098 4,418,433 CNG Stock Fund (Note 5b) - 333,954,519 ------------ ------------ Total $544,960,097 $615,875,275 ============ ============ 2000 1999 Interest $ 23,074,768 $ 13,954,451 Dividends 12,629,671 11,490,054 Net appreciation in fair value of investments 50,562,484 21,608,256 ------------ ------------ Total $ 86,266,923 $ 47,052,761 ============ ============ a) The Fixed Investment Stable Value Fund holds investments in an interest bearing cash fund and in fully benefit-responsive insurance investment contracts and separate investment accounts. Insurance contracts and accounts are included in the financial statement at contract value as reported by the various insurance companies. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in this fund at contract value. There are no reserves against contract values for credit risks of the contract issuers or otherwise. The average yield and crediting interest rates for the years ended June 30, 2000 and 1999 were approximately 6.55% and 6.5%, respectively. b) The CNG Stock Fund was replaced by the Dominion Stock Fund on February 1, 2000. The Dominion Stock Fund is not a part of the CNG Master Trust. 6. TAX STATUS The Plan is a qualified employees' profit sharing trust under Sections 401(a) and 401(k) of the IRC and, as such, is exempt from federal income taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, a participant is not taxed on the income and pretax 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 October 18, 1995, in which the Internal Revenue Service stated that the Plan, as amended through December 22, 1994, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the 11 Plan is currently designed and is currently operating in compliance with the applicable requirements of the Internal Revenue Code. 7. MERGER OF CNG AND DOMINION On February 12, 1999, CNG and Dominion announced that a definitive merger agreement was approved by the Boards of Directors of both companies. On May 11, 1999, CNG announced that its Board had unanimously approved an amended and restated Agreement and Plan of Merger. The shareholders of both the CNG and Dominion and all applicable state regulatory commissions and federal regulatory agencies approved the merger. The merger agreement called for a two-step merger process. The first step, the First Merger, allowed shareholders of Dominion common stock to elect to exchange their shares for cash, new Dominion shares or a combination of cash and shares. The second step, the Second Merger, allowed shareholders of CNG common stock to elect to exchange their old shares for cash or new Dominion shares (at a prescribed formula) or a combination of cash and shares. As directed by the Trustee, Mellon Bank solicited elections from participants with respect to shares of stock allocated to their accounts. Effective with the completion of the merger, units of participation in the CNG Stock Fund were converted to cash and shares of Dominion common stock based upon participants' elections (subject to the terms of the merger agreement). The fund was renamed the Dominion Stock Fund. The merger was finalized on January 28, 2000 and results were posted to participants' accounts on February 14, 2000. 8. SUBSEQUENT EVENT On October 6, 2000, Virginia Natural Gas, Inc. was sold by Consolidated Natural Gas Company (and its successor Dominion Resources, Inc.) to AGL Resources, Inc. (AGL). Effective with the sale of VNG stock to AGL, all assets in the Plan were transferred to AGL's thrift 401(k) plan. 12 VIRGINIA NATURAL GAS, INC. EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000 SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES -------------------------------------------------------------------------------- Current ----------------------- Description Cost Value Dominion Resources, Inc., Common Stock $1,674,996 $1,770,437 ---------- ---------- Interest in CNG Master Trust CNG Diversified Equity Fund 138,192 141,228 Money Market Fund - - Fixed Investment Stable Value Fund 2,039,645 2,092,423 ---------- ---------- 2,177,837 2,233,651 ---------- ---------- Common/Collective Trusts EB Daily Liquidity Fund 11,921 11,921 Conservative Balanced Fund 90 96 Moderate Balanced Fund 60,744 64,028 Growth Balanced Fund 79,347 79,743 ---------- ---------- 152,102 155,788 ---------- ---------- Mutual Funds Masterworks S&P 500 Index Fund 96,530 101,793 Pimco Total Return Fund 2,857 2,896 T. Rowe Price International Income Stock Fund 77,921 76,612 One Group Small Stock Fund 31,600 31,846 ---------- ---------- 208,908 213,147 ---------- ---------- Total Assets Held for Investment $4,213,843 $4,373,023 ========== ========== 13 VIRGINIA NATURAL GAS, INC. EMPLOYEE SAVINGS PLAN SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000 SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS --------------------------------------------------------------------------------
Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales ---------------------------------------------------------------------------------------------------------------------------- Single Transactions in Excess of Five Percent of Plan Assets 23,793.00 Dominion Res. Inc. Common Stock* $ - $ 962,129.44 $ 501,744.44 EB Temporary Investment Fund, variable rate $ - $ 501,744.44 $ 12/31/2099 DD 04/25/97 537,249.83 EB Temporary Investment Fund, variable rate $ - $ 537,249.83 12/31/2099 DD 04/25/97 501,744.44 BSDT - Late Money Deposit Account $ - $ 501,744.44 $ DD 06/26/1997 501,744.44 BSDT - Late Money Deposit Account $ - $ - $ 501,744.44 DD 06/26/1997 Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales ---------------------------------------------------------------------------------------------------------------------------- Series of Transactions in Excess of Five Percent of Plan Assets 48,097.00 Dominion Res. Inc. Common Stock* $ - $1,950,384.12 $ 6,462.00 Dominion Res. Inc. Common Stock* $ - $ - $ 268,451.31 877,079.15 EB Temporary Investment Fund $ - $ 877,079.15 $ 865,158.22 EB Temporary Investment Fund $ - $ - $ 865,158.22 606,843.53 BSDT - Late Money Deposit Account $ - $ 606,843.53 $ 606,843.53 BSDT - Late Money Deposit Account $ - $ - $ 606,843.53
* A party-in-interest as defined by ERISA 14 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. For the fiscal year ended June 30, 2000. or _______ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _________ to ________________. Commission File number 333-95795 S. Full title of the plan and the address of the plan, if different from that of the issuer named below: VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN T. Name of issuer of the securities held pursuant of the plan and the address of its principal executive office: DOMINION RESOURCES, INC. P.O. Box 26532 120 Tredegar Street Richmond, VA 23261 1 VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN TABLE OF CONTENTS --------------------------------------------------------------------------------
Page Independent Auditors' Report 3 Financial Statements: Statements of Net Assets Available for Benefits as of June 30, 2000 and 1999 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended June 30, 2000 5 Notes to Financial Statements 6 - 12 Supplemental Schedules as of and for the Year Ended June 30, 2000: Schedule H, Item 4(i): Schedule of Assets Held for Investment Purposes 13 Schedule H, Item 4(j): Schedule of Reportable Transactions 14 - 15
2 INDEPENDENT AUDITORS' REPORT To the Trustee and Participants of the Virginia Natural Gas, Inc. Hourly Savings Plan We have audited the accompanying statement of net assets available for benefits of the Virginia Natural Gas, Inc. Hourly Savings Plan (the Plan) as of June 30, 2000 and the related statement of changes in net assets available for benefits for the year ended June 30, 2000. 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 audit. The financial statements of the Plan as of June 30, 1999 were audited by other auditors whose report, dated April 7, 2000 expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. 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 audit provides 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 as of June 30, 2000, and the changes in net assets available for benefits for the year ended June 30, 2000 in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose 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 2000 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 December 20, 2000 3 VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS --------------------------------------------------------------------------------
June 30, 2000 1999 Assets: Investments (Notes 2 and 3): Temporary investments $ - $ 872,072 CNG Common stock - 2,332,355 Dominion Common stock 2,400,357 316,663 Common/Collective Trusts 930,354 586,773 Mutual Funds 530,675 - Interest in Master Trust 1,339,591 - Loans to participants 245,965 175,006 ----------- ----------- Total investments 5,446,942 4,282,869 ----------- ----------- Receivables: Dividends and interest 87 384 Other - 96 ----------- ----------- Total receivables 87 480 ----------- ----------- Cash 12,415 41,029 ----------- ----------- Total Assets 5,459,444 4,324,378 ----------- ----------- Liabilities: Accounts payable 14,580 3,359 Accrued administrative expenses 448 - ----------- ----------- Total Liabilities 15,028 3,359 ----------- ----------- Net Assets Available for Benefits $ 5,444,416 $ 4,321,019 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED JUNE 30, 2000 -------------------------------------------------------------------------------- Additions: Investment income: Dividend $ 79,819 Interest 25,238 Net appreciation in fair value of investments 353,341 Master Trust dividends and interest 365,260 ---------- Total investment income 823,658 ---------- Contributions: Participant (Note 1) 543,458 Participating company (Note 1) 221,496 ---------- Total contributions 764,954 ---------- Total additions 1,588,612 ---------- Deductions: Benefits paid to participants 210,111 ---------- Total deductions 210,111 ---------- Net increase before transfers 1,378,501 Transfer of participants' assets from the Plan to other plans 255,104 ---------- Net increase 1,123,397 Net assets available for benefits: Beginning of year 4,321,019 ---------- End of year $5,444,416 ========== The accompanying notes are an integral part of these financial statements. 5 VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of the Virginia Natural Gas, Inc. Hourly Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. a. GENERAL - The Plan is a defined contribution plan and is the successor ------- to the Virginia Power Hourly Employee Savings Plan, which was sponsored by Virginia Electric and Power Company (a subsidiary of Dominion Resources, Inc. (DRI). The employer is a wholly owned subsidiary of Consolidated Natural Gas Company (the Company or CNG). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employee and employer contributions are made pursuant to the terms of the plan and are held in funds administered by the Trustees under two declarations of trust, i.e., the Long-Term Thrift Trust and the Short-Term Thrift Trust (the Trusts). The Trusts are maintained in accordance with the Plan's provision to provide for the custody and investment of employee and employer contributions. They are administered by individual trustees (the Trustee) who are appointed by and serve at the pleasure of the Company for a term of three years. The Trustees are employed by and are officers of various subsidiaries of the Company and serve without compensation from the Plan or Trusts. Custody of Plan assets resides with Mellon Bank, N.A. who also serves as the Plan's Trustee. b. CONTRIBUTIONS - Under the Plan, participants may contribute not less ------------- than 2% and not more than 16% (15% for participants with thirty or more years of service) of their earnings each pay period, in increments of 1%. If the participant elects that his employer make pretax contributions on his behalf, such contributions cannot exceed 10%, in increments of 1%, of his earnings each pay period subject to applicable Internal Revenue Code (IRC) limitations. c. PARTICIPANT ACCOUNTS - Each participant's account includes the effect -------------------- of the participant's contributions and withdrawals, as applicable, and allocations of the Company's contributions, Plan earnings, and administrative expenses. Allocations are based on participant earnings or account balances, as defined. Forfeited balances of terminated participants' non-vested accounts are used to reduce future employer contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Retired participants may elect to receive an amount equal to their vested Long-Term Thrift Trust account balance either in a lump sum or in installments. For terminations other than retirements, participants can only receive their vested Long-Term Thrift Trust account balance as a lump sum distribution. Upon termination and retirement, participants can only receive their Short-Term Thrift Trust account balance as a lump sum distribution. 6 d. PARTICIPANTS - Each employee is eligible to participate in the Plan on ------------ an entirely voluntary basis. The participants in the Plan are union- eligible hourly employees of Virginia Natural Gas, Inc. (the Employer). Participation by an employee becomes effective immediately upon completion and delivery to the Employer (or the Company) of an authorization form furnished by the Employer. e. VESTING - Participants immediately vest in their contributions and ------- earnings thereon. Participants vest in the Employer's matching contribution and related earnings based upon years of continuous service and are fully vested after five years of credited service. The Employer's matching contribution is based upon the participant's contribution rate and length of service. f. INVESTMENT OPTIONS - Upon enrollment in the Plan, a participant may ------------------ direct contributions in any option (except the loan fund) in 1% increments totaling to 100%. Investment options are valued daily. Changes in investment options may be made at any time and become effective with the subsequent pay period. Participants can make unlimited transfers among existing funds. Prior to July 1, 1999, participants could invest in 1) Company common stock, 2) General Investments Fund, 3) Conservative Balanced Fund, 4) Moderate Balanced Fund and/or 5) Growth Balanced Fund. Effective July 1, 1999, the Plan provides for employee and employer contributions to be invested in the following: Short-Term Thrift Trust ----------------------- (1) Interest in CNG Master Trust: CNG Short Term Money Market Fund - The Money Market Fund invests primarily in U.S. Treasury Bills, U.S. Treasury Notes, corporate notes, commercial paper, floating rate notes and repurchase agreements. Long-Term Thrift Trust ---------------------- (1) Common Stock: Dominion Resources, Inc. (Dominion) Stock Fund - All investments are in Dominion common stock or cash equivalent investments for partial shares. The fund became effective as of February 1, 2000. (2) Interest in CNG Master Trust: CNG Stock Fund - The fund invested primarily in shares of CNG common stock. Participants purchased units of participation in the CNG Stock Fund continuously or from funds transferred from other investment options. Dividends on Company common stock held in the CNG Stock Fund were invested in additional units of the CNG Stock Fund and credited to participants' accounts. The fund ceased operations as of February 1, 2000. Fixed Investment Stable Value Fund - The fund invests in group annuity contracts with one or more insurance companies and other short term fixed income securities. Investments under the contracts mature at various intervals. The interest rates, credited daily to participants' accounts, represent a composite of the income earned 7 under the contracts with the insurance companies and the revenue earned from short-term fixed income securities. Diversified Equity Fund - The fund invests primarily in the common stocks of large U.S. companies. (3) Mutual Funds: The Masterworks S&P 500 Index Fund - The fund invests proportionately in all or nearly all of the stocks that are included in the Standard & Poor's 500 Stock Index. The Small Stock Fund - The fund invests in stocks of small to mid-sized U.S. companies. The International Equity Fund - The fund invests in stocks of companies outside the U.S. The Intermediate Bond Fund - The fund invests primarily in fixed income securities of various maturities such as obligations of the U.S. Government, corporate debt securities, mortgage and other asset-backed securities and money market investments. (4) Common/Collective Trusts: The Conservative Balanced Fund, The Moderate Balanced Fund and the Growth Balanced Fund - These funds are common/collective trusts and each is designed to accomplish a specific investment objective. As such, each fund has a different diversified mix of stock, bond and short-term fixed income investments. g. PARTICIPANT LOANS - Participants are eligible to secure loans against ----------------- their plan account and repay the amount over a one to five-year period. The maximum loan amount is the lesser of: . 3 months base pay or . 50% of the vested account balance or . $50,000 (reduced by the maximum outstanding loan balance during the prior 12 months). Loan transactions are treated as a transfer between the respective investment fund and the loan fund. The loans bear fixed interest at a rate commensurate with local prevailing rates at the time the loan is issued as determined by the Trustees. Participants make repayments to the Plan on a monthly basis. Loan repayments, including interest, are deposited in the participant's account and invested in accordance with the participant's then current investment elections. Defaults result in a reclassification of the remaining loan balances as taxable distributions to the participants. h. PAYMENTS OF BENEFITS - Distributions from the Plan are recorded on the --------------------- valuation date when a participant's valid withdrawal request is processed by the recordkeeper. On termination of service, a participant may elect to receive either a lump sum amount equal to the value of the 8 participant's vested interest in his or her account, or defer the payment to a future time no later than the year in which the participant attains age 70 1/2. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. VALUATION OF INVESTMENTS: ------------------------ (1) Dominion Stock Fund - Investments in Dominion common stock are stated at fair value based on the closing sales price reported on the New York Stock Exchange on the last business day of the plan year. (2) Investment in Consolidated Natural Gas Master Trust - The fair value of the Plan's interest in the Master Trust is based on the beginning of the year value of the Plan's interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses. Quoted market prices are used to value investments in the Master Trust, with the exception of the trust's investment in the Fixed Investment Stable Value Fund. Investments in the Fixed Investment Stable Value Fund are stated at contract value, which approximates market value. Contract value represents contributions and income earned in the fund, less withdrawals. The fair market value of the contracts approximates the contract value. The CNG Stock Fund was stated at market value. Company common stock was purchased for participants on the open market, directly from the Company, and in certain circumstances, as shares or fractional shares from terminating employees' Plan and Employee Stock Ownership Plan accounts and other stockholders. Such shares or fractional shares were allocated among the accounts of participants directing the Trustees to purchase Company common stock. (3) Mutual Funds - Investments in mutual funds are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. (4) Common/Collective Trusts - Investments in common/collective 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 (or trust company) sponsoring such funds by dividing the fund's net assets by its units outstanding at the valuation dates. b. INVESTMENT INCOME - Dividend income is recognized on the ex-dividend ----------------- date. Dividends received on all shares of company stock are reinvested in additional shares of Dominion common stock (previously in shares of CNG common stock). Diversified Equity Fund units of the Long-Term Thrift Trust are prorated to participants based on the unit value calculated at the end of each day. Realized gains and losses on the sale of investments are determined using the average cost method. Net investment income from mutual fund holdings includes dividend income and realized and unrealized appreciation/depreciation. c. EXPENSES - The Plan's expenses are accrued as incurred and paid by the -------- Plan, as provided by the Plan document. d. USE OF ESTIMATES - The preparation of financial statements in ---------------- conformity with accounting principles generally accepted in the United States of America, requires management to make 9 estimates and assumptions that affect the reported amounts of net assets available for benefits, and changes therein. Actual results could differ from those estimates. e. RECLASSIFICATIONS - The Plan has adopted SOP 99-3 "Accounting and ----------------- Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters". As a result, reclassifications have been made to eliminate the by-fund disclosure as previously required. f. CONCENTRATION OF INVESTMENTS - Included in the Plan's net assets ---------------------------- available for benefits at June 30, 2000, are investments in Dominion common stock amounting to approximately $2.4 million whose value could be subject to change based upon market conditions. 3. INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets available for benefits: June 30, 2000 1999 Capital Guardian Growth Fund $ 546,007 $ - Fixed Investment Stable Fund 1,141,485 1,057,924 Dominion Common Stock 2,400,357 - S&P 500 Index Fund 437,098 - CNG Stock Fund - 2,332,355 During July 1, 1999 through June 30, 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $353,341 as follows: 4. PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, or upon complete or partial discontinuance of contributions, the accounts of each affected participant shall become fully vested. 5. PLAN INTEREST IN CONSOLIDATED NATURAL GAS MASTER TRUST A portion of the Plan's investments are in a Master Trust which was established for the investment of assets of the Plan and the thrift plans of other subsidiaries of the Company. The assets of the Master Trust are held by Mellon Bank, N.A., as Trustee of the fund. Each participating thrift plan has an undivided interest in the Master Trust. The assets and income, including net appreciation (depreciation) in fair value of plan assets, are allocated to the participating plans based on each plan's proportionate share of the units of participation held in the fund each month. As of June 30, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was approximately .2% and 0%, respectively, with varying interests in each of the funds. 10 The following table presents the value of the undivided investments (and related investment income) in the Master Trust. June 30, 2000 1999 Diversified Equity Fund $ 81,833,579 $ 67,461,670 Fixed Investment Stable Value Fund (Note 5a) 457,378,420 210,040,653 Short-Term Money Market Fund 5,748,098 4,418,433 CNG Stock Fund (Note 5b) - 333,954,519 ------------ ------------ Total $544,960,097 $615,875,275 ============ ============ 2000 1999 Interest $ 23,074,768 $ 13,954,451 Dividends 12,629,671 11,490,054 Net appreciation in fair value of investments 50,562,484 21,608,256 ------------ ------------ Total $ 86,266,923 $ 47,052,761 ============ ============ a) The Fixed Investment Stable Value Fund holds investments in an interest bearing cash fund and in fully benefit-responsive insurance investment contracts and separate investment accounts. Insurance contracts and accounts are included in the financial statement at contract value as reported by the various insurance companies. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in this fund at contract value. There are no reserves against contract values for credit risks of the contract issuers or otherwise. The average yield and crediting interest rates for the years ended June 30, 2000 and 1999 were approximately 6.55% and 6.5%, respectively. b) The CNG Stock Fund was replaced by the Dominion Stock Fund on February 1, 2000. The Dominion Stock Fund is not a part of the CNG Master Trust. 6. TAX STATUS The Plan is a qualified employees' profit sharing trust under Sections 401(a) and 401(k) of the IRC and, as such, is exempt from federal income taxes under Section 501(a). Pursuant to Section 402(a) of the IRC, a participant is not taxed on the income and pretax 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 October 18, 1995 in which the Internal Revenue Service stated that the Plan, as amended through January 1, 1995 was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and is currently operating in compliance with the applicable requirements of the Internal Revenue Code. 11 7. MERGER OF CNG AND DOMINION On February 12, 1999, CNG and Dominion announced that a definitive merger agreement was approved by the Boards of Directors of both companies. On May 11, 1999, CNG announced that its Board had unanimously approved an amended and restated Agreement and Plan of Merger. The shareholders of both the CNG and Dominion and all applicable state regulatory commissions and federal regulatory agencies approved the merger. The merger agreement called for a two-step merger process. The first step, the First Merger, allowed shareholders of Dominion common stock to elect to exchange their shares for cash, new Dominion shares or a combination of cash and shares. The second step, the Second Merger, allowed shareholders of CNG common stock to elect to exchange their old shares for cash or new Dominion shares (at a prescribed formula) or a combination of cash and shares. As directed by the Trustee, Mellon Bank solicited elections from participants with respect to shares of stock allocated to their accounts. Effective with the completion of the merger, units of participation in the CNG Stock Fund were converted to cash and shares of Dominion common stock based upon participants' elections (subject to the terms of the merger agreement). The fund was renamed the Dominion Stock Fund. The merger was finalized on January 28, 2000 and results were posted to participants' accounts on February 14, 2000. 8. SUBSEQUENT EVENT On October 6, 2000, Virginia Natural Gas, Inc. was sold by Consolidated Natural Gas Company (and its successor Dominion Resources, Inc.) to AGL Resources, Inc. (AGL). Effective with the sale of VNG stock to AGL, all assets in the Plan were transferred to AGL's thrift 401(k) plan. 12 VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN SUPPLEMENTAL SCHEDULE AS OF JUNE 30, 2000 SCHEDULE H, ITEM 4(i): SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES -------------------------------------------------------------------------------- Current --------------------------- Description Cost Value Dominion Resources, Inc., Common Stock $2,269,639 $2,400,357 ---------- ---------- Interest in CNG Master Trust CNG Diversified Equity Fund 148,448 154,874 Money Market Fund 43,231 43,231 Fixed Investment Stable Value Fund 1,112,991 1,141,486 ---------- ---------- 1,304,670 1,339,591 ---------- ---------- Common/Collective Trusts EB Daily Liquidity Fund 15,430 15,430 Conservative Balanced Fund 92,558 99,493 Moderate Balanced Fund 237,809 269,424 Growth Balanced Fund 470,376 546,007 ---------- ---------- 816,173 930,354 ---------- ---------- Mutual Funds Masterworks S&P 500 Index Fund 427,980 437,098 Pimco Total Return Fund 9,249 9,273 T. Rowe Price International Income Stock Fund 39,569 42,109 One Group Small Stock Fund 39,266 42,195 ---------- ---------- 516,064 530,675 ---------- ---------- Loans to Participants 245,965 245,965 ---------- ---------- Total Assets Held for Investment $5,152,511 $5,446,942 ========== ========== 13 VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000 SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS
--------------------------------------------------------------------------------------------------------------- Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From Sales --------------------------------------------------------------------------------------------------------------- Single Transactions in Excess of Five Percent of Plan Assets 46,208.00 Dominion Res. Inc. Common Stock* $ - $ 1,868,536.00 $ - 518,255.56 EB Temporary Investment Fund $ - $ 518,255.56 $ - Variable Rate 12/31/2099 DD 4/25/1997 560,268.77 EB Temporary Investment Fund $ - $ - $ 560,268.77 Variable Rate 12/31/2099 DD 4/25/1997 518,255.56 BSDT - Late Money Deposit Account $ - $ 518,255.56 $ - Variable Rate DD 6/26/1997 518,255.56 BSDT - Late Money Deposit Account $ - $ - $ 518,255.56 Variable Rate DD 6/26/1997
* A party-in-interest as defined by ERISA 14 VIRGINIA NATURAL GAS, INC. HOURLY SAVINGS PLAN SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED JUNE 30, 2000 SCHEDULE H, ITEM 4(j): SCHEDULE OF REPORTABLE TRANSACTIONS - (continued) --------------------------------------------------------------------------------
Shares/ Security Transaction Cost of Proceeds Par Value Description Expense Purchases From sales --------------------------------------------------------------------------------------------------------------------------- Series of Transactions in Excess of Five Percent of Plan Assets 61,405.00 Dominion Res. Inc. Common Stock* $ - $ 2,488,209.36 $ - 4,700.00 Dominion Res. Inc. Common Stock* $ - $ - $ 191,088.66 17,957.12 Masterworks S&P 500 Index Fund $ - $ 456,304.58 $ - Masterworks S&P 500 Index Fund $ - $ - $ 43,690.89 EB Temporary Investment Fund $ - $ - $ - Variable Rate 12/31/2075 DD 4/25/1997 $ - $ 1,076,010.87 $ - EB Temporary Investment Fund $ 1,060,581.04 Variable Rate 12/31/2075 DD 4/25/1997 $ - $ - BSDT - Late Money Deposit Account $ - $ 972,992.12 $ - BSDT - Late Money Deposit Account $ - $ - $ 959,705.05 8,633.02 CG Balanced Strategy Growth Fund $ - $ 218,438.65 2,644.10 CG Balanced Strategy Growth Fund $ - $ 70,234.15
* A party-in-interest as defined by ERISA 15 FORM 11-K For the Fiscal Year Ended June 30, 2000 EXHIBIT INDEX Exhibit Page Exhibit 99 (i) Independent auditor's consent for the System Thrift Plan of Consolidated Natural Gas Company and its participating Subsidiaries for Employees who are not Represented by a Recognized Union (filed herewith) Exhibit 99(ii) Independent auditor's consent for the Thrift Plan of CNG Transmission Corporation and Hope Gas, Inc. for Employees Represented by the United Gas Workers Union, Local NO. 69 - Division II, SEIU, AFL-CIO (filed herewith) Exhibit 99(iii) Independent auditor's consent for the Thrift Plan of the East Ohio Gas Company for Employees Represented by the Natural Gas Workers Union, Local 555, SEIU, AFL-CIO (filed herewith) Exhibit 99(iv) Independent auditor's consent for the Thrift Plan of Peoples Natural Gas Company for Employees Represented by the United Gas Workers Union, Local 69 - Division I, SEIU, AFL-CIO (filed herewith) Exhibit 99(v) Independent auditor's consent for the Virginia Natural Gas, Inc. Employee Savings Plan (filed herewith) Exhibit 99(vi) Independent auditor's consent for the Virginia Natural Gas, Inc. Hourly Savings Plan (filed herewith) 1