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: September 9, 2002
(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 September 9, 2002, Dominion Resources, Inc. (the Company) entered into
an underwriting agreement (the Underwriting Agreement) with Banc of America
Securities LLC and Credit Suisse First Boston Corporation, as Representatives
named in the Underwriting Agreement for the sale of $520,000,000 aggregate
principal amount of the Company's 2002 Series C 5.70% Senior Notes Due 2012.
Such Senior Notes, which are designated the 2002 Series C 5.70% Senior Notes Due
2012, are a portion of the $4.5 billion aggregate principal amount of securities
that were registered by the Company pursuant to a registration statement on Form
S-3 under Rule 415 under the Securities Act of 1933, as amended, which
registration statement was declared effective on August 9, 2002 (File No.
333-97393). 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 Twelfth Supplemental Indenture to the Company's
June 1, 2000 Senior Indenture, pursuant to which the 2002 Series C 5.70% Senior
Notes Due 2012 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 September 9, 2002, between the Company
and Banc of America Securities LLC and Credit Suisse First Boston
Corporation, 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 Twelfth Supplemental Indenture to the Senior Indenture pursuant
to which the 2002 Series C 5.70% Senior Notes Due 2012 will be issued.
The form of 2002 Series C 5.70% Senior Notes Due 2012 is included as
Exhibit A to the form of Twelfth Supplemental Indenture.
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2002, File No. 1-8489).
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: September 11, 2002