UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) July 12, 2016

 

 

Dominion Resources, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia		001-08489		54-1229715
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
120 Tredegar Street Richmond, Virginia				23219
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 819-2000

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01

Other Events.

On July 12, 2016, Dominion Resources, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as Representatives of the underwriters named in the Underwriting Agreement, for the sale of $800,000,000 aggregate principal amount of the Company’s 2016 Series A 5.25% Enhanced Junior Subordinated Notes due 2076. The 2016 Series A 5.25% Enhanced Junior Subordinated Notes due 2076 are Junior Subordinated Notes 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 became effective on December 19, 2014 (File No. 333-201149). A copy of the Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.

The Tenth Supplemental Indenture to the Company’s June 1, 2006 Junior Subordinated Indenture II, as supplemented and amended by the Third Supplemental and Amending Indenture, dated as of June 1, 2009, pursuant to which the 2016 Series A 5.25% Enhanced Junior Subordinated Notes due 2076 will be issued, is filed as Exhibit 4.3 to this Form 8-K.

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Item 9.01

Financial Statements and Exhibits.

 

Exhibits
1.1		Underwriting Agreement, dated July 12, 2016, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as Representatives for the underwriters named in the Underwriting Agreement.*
4.1		Junior Subordinated Indenture II, dated June 1, 2006, between Dominion Resources, Inc. and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4.1 to Dominion Resources, Inc.’s Form 10-Q for the quarter ended June 30, 2006 filed August 3, 2006, File No. 1-8489).
4.2		Form of Third Supplemental and Amending Indenture to the Junior Subordinated Indenture II, dated June 1, 2009, among Dominion Resources, Inc., The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Original Trustee, and Deutsche Bank Trust Company Americas, as Series Trustee, incorporated by reference to Exhibit 4.2 to Dominion Resources, Inc.’s Form 8-K filed June 15, 2009, File No. 1-8489).
4.3		Tenth Supplemental Indenture, dated July 1, 2016, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee, pursuant to which the 2016 Series A 5.25% Enhanced Junior Subordinated Notes due 2076 will be issued. The form of the 2016 Series A 5.25% Enhanced Junior Subordinated Notes due 2076 is included as Exhibit A to the Tenth Supplemental Indenture.*
5.1		Opinion of McGuireWoods LLP with respect to the 2016 Series A 5.25% Enhanced Junior Subordinated Notes due 2076.*
8.1		Tax Opinion of McGuireWoods LLP with respect to the 2016 Series A 5.25% Enhanced Junior Subordinated Notes due 2076.*

 

 

*	Filed herewith.

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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 hereunto duly authorized.

 

 

Date: July 19, 2016