8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: July 21, 2003 (Date of earliest event reported) Dominion Resources, Inc. (Exact name of registrant as specified in its charter) Virginia 1-8489 54-1229715 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 120 Tredegar Street Richmond, Virginia 23219-3932 (804) 819-2000 (Address including zip code, and telephone number, including area code, of registrant's principal executive offices) (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS On July 21, 2003, Dominion Resources, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with UBS Securities LLC and Wachovia Capital Markets, LLC, as Representatives named in the Underwriting Agreement for the sale of $510,000,000 aggregate principal amount of the Company's 2003 Series F 5.25% Senior Notes Due 2033. Such Senior Notes, which are designated the 2003 Series F 5.25% Senior Notes Due 2033, are a portion of the $3.0 billion aggregate principal amount of securities that were registered by the Company pursuant to a registration statement on Form S-3 under Rule 415 under the Securities Act of 1933, as amended, which registration statement was declared effective on July 11, 2003 (File No. 333-106790). A copy of the Underwriting Agreement including exhibits thereto, is filed as Exhibit 1 to this Form 8-K. A copy of the form of the Twenty-Second Supplemental Indenture to the Company's June 1, 2000 Senior Indenture, pursuant to which the 2003 Series F 5.25% Senior Notes Due 2033 will be issued, is filed as Exhibit 4.2 to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibits 1 Underwriting Agreement, dated July 21, 2003, between the Company and UBS Securities LLC and Wachovia Capital Markets, LLC, as Representatives named in the Underwriting Agreement. 4.1 Form of Senior Indenture, dated as of June 1, 2000, between the Company and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as Trustee (incorporated by reference to Exhibit 4(iii) to the Company's Registration Statement on Form S-3 (Registration No. 333-93187). 4.2 Form of Twenty-Second Supplemental Indenture to the Senior Indenture pursuant to which the 2003 Series F 5.25% Senior Notes Due 2033 will be issued. The form of the 2003 Series F 5.25% Senior Notes Due 2033 is included as Exhibit A to the form of the Twenty-Second Supplemental Indenture. 12 Ratio of Earnings to Fixed Charges SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DOMINION RESOURCES, INC. Registrant /s/ James P. Carney -------------------------------- James P. Carney Assistant Treasurer Date: July 22, 2003