SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 7
Richmond, Virginia :
:
File Nos. 70-9517 : TRANSACTIONS
70-9555 : DURING PERIOD
70-9679 :
:
(Public Utility Holding Company Act of 1935) : July 1, 2001
: through
: September 30, 2001
____________________________________________ :
TO THE SECURITIES AND EXCHANGE COMMISSION:
By order dated December 15, 1999 (HCAR No. 27112) (the "Initial
Financing Order") in the proceedings at File No. 70-9517, the Securities
and Exchange Commission ("Commission") permitted the Application-
Declaration of Dominion Resources, Inc. ("Dominion"), an exempt holding
company, and Consolidated Natural Gas Company ("Old CNG"), a registered
holding company, to become effective. Concurrently, by order dated
December 15, 1999 (HCAR No. 27113), the Commission authorized the merger
(the "Merger") of Old CNG into a wholly-owned subsidiary of Dominion, which
subsidiary as the survivor of the merger changed its name to Consolidated
Natural Gas Company ("CNG"). The Merger was consummated on January 28,
2000. The Initial Financing Order authorized post-Merger financings for
Dominion and CNG, and requires the filing by Dominion of certain
certificates of notification pursuant to Rule 24.
By Commission order dated May 24, 2001 (HCAR No. 27406) (the "Second
Financing Order") in the proceedings at File No. 70-9555, the financing
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authorizations of Dominion and its subsidiaries given in the Initial
Financing Order were enhanced and extended.
By Commission order dated October 5, 2000 (HCAR No. 27242) (the
"Restructuring Order") in the proceeding at File No. 70-9679, Dominion was
authorized to reorganize and restructure its existing nonutility interests
along business and functional lines, using one of several business
organizations.
This certificate provides information with respect to transactions
occurring under the Initial Financing Order, the Second Financing Order and
the Restructuring Order during the third quarter of 2001 with respect to
Dominion and its subsidiaries, including Dominion Energy, Inc. ("DEI"),
Dominion Capital, Inc. ("DCI"), and Virginia Electric and Power Company
("Virginia Power").
Rule 52 transactions occurring during the quarter, if any, are reported
on Forms U-6B-2 filed as exhibits to this certificate.
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I. FINANCING BY DOMINION
A. Sale of Dominion Common Stock
1. Sales to Plans
Dominion issued and sold the following shares of its common
stock during the reporting period.
Number of Dollar Values
Shares (Thousands)
____________ _____________
Dominion Direct Investment Plan 484,929 $29,466
Employee Savings Plan 314,416 18,864
2. Public Offerings
None.
B. Short Term Debt
During the period, Dominion and Virginia Power issued and sold
commercial paper. The maximum principal amount of each such
company's commercial paper outstanding at any time during this
period and the principal amount of commercial paper of each company
outstanding on September 30, 2001 were as follows.
Maximum Principal Amount
Outstanding as of 9/30/01
(thousands) (thousands)
___________ ________________
Dominion $830,198 $635,773
Virginia Power 216,492 177,812
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On May 31, 2001, Dominion, Virginia Power and CNG entered into
a 364 day credit facility agreement with a consortium of 22 banks.
The credit agreement allows aggregate borrowings by Dominion,
Virginia Power and CNG up to $1.975 billion. Subject to the
maximum aggregate limit of $1.975 billion, Virginia Power and CNG
may borrow up to the full commitment and Dominion may borrow up to
$750 million. Although Virginia Power and CNG each have access to
the full $1.975 billion, they will operate within internally
allocated limits of $200 million and $850 million, respectively.
No borrowings were made under the credit agreement during the
quarter.
C. Long-Term Debt
On July 2, 2001 Dominion issued $100,000,000 principal amount
of Medium Term Notes, Series A - Floating Rate ("Notes") in a
public offering through Merrill Lynch & Co. as agent. The net
proceeds to DRI after the agent's discount or commission of
$250,000 was $99,750,000. The Notes have a stated maturity date of
July 2, 2003.
The Notes carry interest at LIBOR plus 60 basis points. The
initial interest rate was set at 4.39% per annum and is reset every
three months. The Notes were offered and sold to the public
pursuant to a prospectus supplement, dated May 25, 2001, to
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Dominion's shelf registration statement at File No. 333-55904.
The registration statement, the base Rule 424(b) prospectus and
the prospectus supplement are hereby incorporated by reference.
The net proceeds were used to meet a portion of general capital
requirements or the refinancing of other outstanding debt.
II. EQUITY INVESTMENTS IN, AND GUARANTIES AND OTHER CREDIT SUPPORT BY
DOMINION FOR OR ON BEHALF OF DEI, DCI AND/OR THEIR SUBSIDIARIES
A. Equity Investments
There were no equity investments by Dominion in DEI, DCI and/or
their subsidiaries during the period.
B. Guaranties and Other Credit Support
Dominion has issued guaranties to various third party creditors
in relation to repayment of debt by certain of its subsidiaries and
in relation to electric power or gas purchases or delivery
performances of its subsidiaries. The estimated total exposure on
these guaranties as of September 30, 2001 is approximately $2.7
billion, and the subsidiaries' debt subject to such guaranties
totaled $721 million.
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III. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
None.
IV. RESTRUCTURING OF NONUTILITY INTERESTS
From time to time Dominion Exploration & Production, Inc. ("DEPI")
may enter into a standard form of farm-out agreement with Dominion
Transmission, Inc. ("DTI") with respect to leases owned by DTI. DEPI
pursuant to the agreements would acquire the right to drill wells on lands
covered by leases owned by DTI. DTI, to the extent DEPI has completed
wells under the agreement, is obligated to assign to DEPI the rights to the
wells and associated leases following request by DEPI. To the extent such
lease interests may be considered an interest in a business, the assignment
of the leases from DTI to DEPI would be a restructuring of nonutility
interests within the Dominion system pursuant to the Restructuring Order.
V. EXHIBITS
A. Joint Form U-6B-2 for Dominion Energy Direct Sales, Inc., Dominion
Metering Services, Inc., Dominion Alliance Holding, Inc. and Dominion Energy
Technologies, Inc. for Rule 52 transactions reported in Dominion's Form U-
9C-3 for the quarter.
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SIGNATURE
The undersigned registered holding company has duly caused this
quarterly Rule 24 Certificate of Notification to be signed on its behalf by
its attorney subscribing below duly authorized pursuant to the Public
Utility Holding Company Act of 1935.
DOMINION RESOURCES, INC.
By N. F. Chandler
Its Attorney
Dated November 29, 2001
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Exhibit A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed By
Dominion Energy Direct Sales, Inc.
Dominion Metering Services, Inc.
Dominion Alliance Holding, Inc.
Dominion Energy Technologies, Inc.
This certificate is notice that the above named companies ("DEDS,"
"DMS," "DAH" and "DETI," respectively) have issued, renewed or
guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of
the Act and was neither the subject of a declaration or application on
Form U-1 nor included within the exemption provided by Rule U-48.
1. Type of the security or securities:
Evidence of indebtedness for Advances ("Advances")
2. Issue, renewal or guaranty:
Issue by book-entry.
3. Principal amount of each security:
For the calendar quarter ending September 30, 2001
Company Amount
_______ ______
DEDS $70,969,843
DMS 179,000
DAH 3,302,000
DETI 1,000,000
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Exhibit A
Continued
4. Rate of interest per annum of each security:
The annual interest rate on the Advances mirrors that of the
lending parent on its indebtedness.
5. Date of issue, renewal or guaranty of security:
Various during the quarter.
6. If renewal of security, give date of original issue:
Not applicable.
7. Date of maturity of each security:
Open account.
8. Name of the person to whom each security was issued, renewed or
guaranteed:
Company Recipient
_______ _________
DEDS Dominion Energy, Inc.
DMS Dominion Resources, Inc.
DAH Dominion Resources, Inc.
DETI Dominion Resources, Inc.
9. Collateral given with each security, if any:
None.
10. Consideration received for each security:
Same as disclosed under Item 3.
11. Application of proceeds of each security:
To provide working capital.
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Exhibit A
Continued
12. The issue, renewal or guaranty of each security was exempt from the
provisions of Section 6(a) because of the provisions contained in
any rule of the Commission other than Rule U-48.
13. If the security or securities were exempt from the provisions of
Section 6(a) by virtue of the first sentence of Section 6(b), give
the figures which indicate that the security or securities
aggregate (together with all other then outstanding notes and
drafts of a maturity of nine months or less, exclusive of days of
grace, as to which such company is primarily or secondarily liable)
not more than 5 per centum of the principal amount and par value of
the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall
be considered as maturing in not more than nine months for purposes
of the exemption from Section 6(a) of the Act granted by the first
sentence of Section 6(b)):
Not applicable.
14. If the security or securities are exempt from the provisions of
Section 6(a) because of the fourth sentence of Section 6(b), name
the security outstanding on January 1, 1935, pursuant to the terms
of which the security or securities herein described have been
issued.
Not applicable.
15. If the security or securities are exempt from the provisions of
Section 6(a) because of any rule of the Commission other than Rule
U-48 designate the rule under which exemption is claimed.
Rule 52.
Dominion Energy Direct Sales, Inc.
Dominion Metering Services, Inc.
Dominion Alliance Holding, Inc.
Dominion Energy Technologies, Inc.
By: N. F. Chandler
Their Attorney
Date: November 29, 2001
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