UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the Calendar Quarter Ended December 31, 2001
Dominion Resources, Inc.
(Name of registered holding company)
120 Tredegar Street
Richmond, Virginia 23219
(Address of principal executive offices)
Table of Contents
Page
____
Item 1. Organization Chart 2
Item 2. Issuance and Renewals of Securities
and Capital Contributions 4
Item 3. Associate Transactions 5
Item 4. Summary of Aggregate Investment 7
Item 5. Other Investments 8
Item 6. Financial Statements and Exhibits 8
1
ITEM 1 - ORGANIZATION CHART
State % of
Energy of Voting
Name of or Gas Date of Incor- Securi- Nature
Reporting Related Organiza- pora- ties of
Company Company tion tion Held Business
_________ _______ ________ ______ _______ ________
Dominion Resources,
Inc. ("DRI")(a)
Dominion Alliance Energy 11/21/00 DE 100% Holds an invest-
Holding, Inc. Related ment in Bridgeco
("DAH") that will develop
the infrastructure
necessary to
operate the
Alliance regional
transmission
organization.
Dominion Energy Energy 4/20/01 VA 100% Holds venture
Technologies, Related investments in
Inc. ("DETI") energy technology
companies.
Dominion Meter- Energy 12/8/00 VA 100% Provides contract
ing Services, Related meter reading
Inc. ("DMS") services.
Dominion Ohio ES, Energy 5/25/01 OH 100% Provides power
Inc.("DOES") Related plant and trans-
mission services
and expertise.
(a) Directly or indirectly holds interests in energy-related companies.
2
ITEM 1 - ORGANIZATION CHART (CONTINUED)
State % of
Energy of Voting
Name of or Gas Date of Incor- Securi- Nature
Reporting Related Organiza- pora- ties of
Company Company tion tion Held Business
_________ _______ ________ ______ _______ ________
Dominion Resources,
Inc. ("DRI")(a)
Dominion Energy,
Inc.("DEI")(a)
Dominion Energy Energy 2/22/00 VA 100% Primarily engages
Direct Sales, Related in retail sales of
Inc.("DEDS") electricity and
gas to commercial
and industrial
users.
Dominion Energy Energy 9/21/00 VA 100% Owns an interest
Exchange, Inc. Related in EIP Holdings,
("DEE") LLC ("EIP") which
owns 66.34% of
TradeSpark, LP, an
electronic and
telephonic market-
place for trans-
actions in natural
gas, electricity
and other fuels.
(b)
Dominion Energy 10/25/00 OH 100% Produces steam
Cleveland Related and chilled water
Thermal, Inc. for retail cust-
("DCT") omers in the
Cleveland, Ohio
area. (c)
(a) Directly or indirectly holds interests in energy-related companies.
(b) DEE's voting rights in EIP cannot exceed 9.9% unless (i) its economic
interest is less than 10% or (ii) it elects to increase its voting
rights to equal its economic interest.
(c) DCT provides services through three wholly-owned subsidiaries:
Dominion Cleveland Steam Distribution LLC, Dominion Cleveland Chilled
Water Distribution LLC, and Dominion Cleveland Thermal Generation, LLC.
3
ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (a)
Company Type of Principal Issue Cost Person Collateral Consid-
issuing security amount of or of to whom given with eration
security issued security renewal capital issued security received
(Borrower) (Lender) for each
security
________ ______ _________ _______ _______ ______ __________ ________
DEDS Short $28,531,469 - - DEI - -
Term
Advances
DMS Short $771,000 - - DRI - -
Term
Advances
DAH Short $5,702,200 - - DRI - -
Term
Advances
(a) The chart reflects advances made by Lenders to Borrowers. Advances are
evidenced by book entries and were made pursuant to Rule 52.
Company Company
Contributing Receiving Type and Amount of
Capital Capital Capital Infusion
____________ _________ __________________
NONE
4
ITEM 3 - ASSOCIATE TRANSACTIONS
Part I - Transactions Performed by Reporting Companies on Behalf of
Associate Companies
Reporting Associate
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs of Amount
Service Service(d) Rendered Charged Charged Capital Billed
_________ _________ ________ _______ ________ _______ _______
DEDS Evantage Project $33,389 $81,119 $0 $114,508
Division Management,
of Virginia Engineering,
Power Marketing
DOES Dominion Engineering $271,969 $0 $0 $271,969
Equipment,
Inc. (e)
(d) All services are being provided at cost and are being billed (with the
exception of certain direct billings) through Dominion Resources
Services, Inc.
(e) Services provided by DOES to Dominion Equipment, Inc. are provided
pursuant to service agreements dated June 1, 2001 in the form of
Exhibit B.
5
Part II - Transactions Performed by Associate Companies on Behalf of
Reporting Companies
Associate Reporting
Company Company Types of Direct Indirect Cost Total
Rendering Receiving Services Costs Costs of Amount
Services Service Rendered Charged Charged Capital Billed
(f)
_________ _________ ________ ________ ________ _______ ________
Evantage DEDS Project $11,701 $813 $0 $12,514
Division Management,
of Virginia Engineering,
Power Marketing
(f) Services provided by Dominion Resources Services, Inc. ("DRS") are
billed pursuant to standard at-cost service agreements between DRS and
DRI subsidiaries. Information with respect to transactions under such
agreements is not provided in this report, but will be provided in Form
U-13-60.
6
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (in thousands):
Total consolidated capitalization
of DRI as of December 31, 2001 $25,216,155 (g) Line 1
Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15) 3,782,423 Line 2
___________
Greater of $50 million or line 2 $3,782,423 Line 3
Total current aggregate investment:
(categorized by major line of
energy-related business)
Energy-related business by category
Category 2 1,473
Category 5 22,341
Category 6 14,106
Category 7 6,104
______
Total current aggregate investment 43,024 Line 4
_________
Difference between the greater of $50
million or 15% of capitalization and
the total aggregate investment of the
registered holding system
(line 3 less line 4) 3,738,399 Line 5
Investments in gas-related companies
(in thousands):
Total current aggregate investment: None(h)
(categorized by major line of
gas-related business)
(g) Includes short-term debt of $3,212,840.
(h) Consolidated Natural Gas Company, a subsidiary of DRI which is
registered as a holding company solely by reason of ownership of voting
securities of gas utility companies, has gas-related companies which
are covered by its Form U-9C-3.
7
ITEM 5 - OTHER INVESTMENTS
Major Line of Other Invest- Other Invest- Reason for
Energy-Related ment in Last ment in this Difference in
Business U-9C-3 Report U-9C-3 Report Other Investment
______________ _____________ _____________ ________________
None
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements
Balance sheet as of December 31, 2001 and income statement for the
quarter and twelve months ending December 31, 2001 of the following
companies:
(Filed under confidential treatment pursuant to Rule 104(b))
DEDS
DEE
DAH
DETI
DMS
DCT
DOES
B. Exhibits
The form of service agreement, dated June 2, 2001 between DOES
and Dominion Equipment, Inc. is attached as Exhibit B.
The certificate as to filing with interested state commissions is
attached hereto as Exhibit C.
8
SIGNATURE
The undersigned registered holding company has duly caused this
quarterly report to be signed on its behalf by the undersigned attorney
thereunto duly authorized pursuant to the requirements of the Public
Utility Holding Company Act of 1935.
DOMINION RESOURCES, INC.
By: James F. Stutts
Its Attorney
March 28, 2002
9
Exhibit B
June 1, 2001
Dominion Equipment, Inc.
120 Tredegar Street
Richmond, VA 23219
Gentlemen:
This Agreement is entered into by and between Dominion Ohio ES, LLC
("Dominion Ohio ES"), an Ohio limited liability corporation and Dominion
Equipment, Inc., a Virginia corporation, acting in its capacity as
Supervisory Agent ("Dominion Equipment") for Wells Fargo Bank Northwest,
N.A., as successor in interest to First Security Bank, National
Association, not in its individual capacity but solely as Certificate
Trustee under that certain Trust Agreement dated as of November 19, 1999
establishing DRI Trust 1999-A ("Certificate Trustee"). Dominion Equipment
has requested that Dominion Ohio ES provide certain services which may from
time to time be required in connection with the pre-operational and
construction phase of the ____________________ Facility located in the
State of Ohio (the "Project"). Dominion Ohio ES has agreed to provide such
services to Dominion Equipment, upon the terms and conditions hereinafter
provided.
Accordingly, in consideration of the mutual promises herein contained,
Dominion Ohio ES and Dominion Equipment agree as follows:
1. Upon oral or written request by Dominion Equipment, Dominion Ohio
ES will provide such engineering, consulting, planning, design, inspection
and related services for the Project as are deemed necessary or desirable.
In so doing, Dominion Ohio ES may arrange for and provide the services of
its own qualified personnel, or it may, after consultation with Dominion
Equipment, arrange for and provide the services of such qualified, non-
employee personnel as Dominion Ohio ES, in its own opinion, deems necessary
or appropriate.
2. All services rendered under and in accordance with this Agreement
shall be provided at cost; provided, however, that Dominion Ohio ES shall
not incur costs in excess of $__________ without the prior written approval
of Dominion Equipment.
Dominion Equipment, Inc.
June 1, 2001
Page 2
The cost of rendering such services shall include: (1) a portion of
the salaries and wages of employees of Dominion Ohio ES determined
according to the time devoted by such employees to the performance of
services hereunder for Dominion Equipment; (2) the costs of such employees'
benefits, payroll taxes and compensated absences attributable to salaries
and wages directly billed, as determined in accordance with Dominion Ohio
ES policies and procedures in place from time to time, (3) all other out-
of-pocket operating costs, including expenses for transportation, tolls and
other expenses incurred by Dominion Ohio ES or its employees in connection
with the performance of services under this Agreement,(4) the actual costs
of materials and supplies furnished by Dominion Ohio ES in connection with
the performance of services under this Agreement, (5) the cost of any
services provided by non-employees engaged by Dominion Ohio ES in
connection with the performance of services hereunder for Dominion
Equipment; and (6) administrative and general costs attributable to
services performed under this Agreement (including reasonable amounts for
general office maintenance and depreciation, amortization, return and
related taxes on Dominion Ohio ES' general plant investment), determined in
accordance with Dominion Ohio ES' policies and procedures.
3. Dominion Ohio ES shall render monthly statements to Dominion
Equipment for services supplied or to be supplied in the manner set forth
above. Such statements shall include the costs of all services supplied
hereunder during the preceding month and may include estimated amounts
attributable to services which Dominion Ohio ES anticipates it will supply
during the next succeeding calendar month. All statements so rendered will
be due and payable thirty (30) days after receipt thereof.
4. This Agreement shall become effective as of June 1, 2001 and
shall continue in force and effect until terminated by either party upon
thirty (30) days' written notice of termination; provided, however, that
this Agreement shall be subject to termination or modification at any time
to the extent that its performance may conflict with the provisions of the
Public Utility Holding Company Act of 1935, as amended, or any rule,
regulation or order of the Securities and Exchange Commission adopted or
promulgated prior or subsequent to the making of this Agreement; and
provided, further, that this Agreement shall be subject to the approval of
any state or federal regulatory body or agency, the approval of which is,
by the laws of said state or of the United States, a legal prerequisite to
the execution, acceptance or performance of this Agreement.
Dominion Equipment, Inc.
June 1, 2001
Page 3
5. Either party may without the prior written consent of the other
party, without relieving itself of its obligations under this Agreement,
assign any of its rights hereunder to a person with which it is affiliated.
In addition, upon written notice to Dominion Ohio ES but without Dominion
Ohio ES' prior consent, Dominion Equipment, Inc. and/or the Certificate
Trustee may assign this letter agreement to the lenders providing financing
for the Project or the administrative agent acting for such lenders;
provided, however, that such assignment shall not release Dominion
Equipment, Inc. or the Certificate Trustee of any of its obligations under
this Agreement. Except as provided in this Section 5, no assignment of
this Agreement or any of the rights or obligations hereunder shall be made
unless there first shall have been obtained the consent thereto in writing
of the other party, which shall not be unreasonably withheld or delayed.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and each of their respective successors and permitted
assigns.
If you accept the terms and condition of this Agreement, please
indicate your acceptance by executing both copies hereof in the space
provided and return one (1) fully executed copy to Dominion Ohio ES.
Respectfully submitted,
Dominion Ohio ES, LLC
By: Dominion Ohio ES, Inc.
Its: Manager
By:________________________
Name:______________________
Title:_____________________
Accepted and Agreed to:
Dominion Equipment, Inc.
in its capacity as Supervisory Agent
for the Certificate Trustee
By:_________________________
Name:_______________________
Title:______________________
Exhibit C
CERTIFICATE
The undersigned certifies that she is the duly designated and acting
attorney of Dominion Resources, Inc., a Virginia corporation ("DRI") and
that:
DRI's Quarterly Report on Form U-9C-3 filed pursuant to Rule 58 for
the quarter ended September 30, 2001 was filed with each state commission
having jurisdiction over the retail rates of the public utility companies
that are associate companies of any of the reporting companies.
The names and addresses of such state utility commissions are:
Utilities Department
Public Utility Commission of Ohio
180 Broad Street
Columbus, OH 43266-0573
Executive Secretary
West Virginia Public Service Commission
201 Brooks Street
Charleston, WV 25301
Secretary
Pennsylvania Public Utility Commission
North Office Building
Commonwealth Avenue and North Street
Harrisburg, PA 17101
General Counsel
Virginia State Corporation Commission
1300 East Main Street
10th Floor
Richmond, VA 23219
Chief Clerk
North Carolina Utilities Commission
4325 Mail Service Center
Raleigh, North Carolina 27699-4325
1
IN WITNESS WHEREOF, I have hereunto set my hand as of the 28th day of
March, 2002.
Sharon L. Burr
Attorney for
Dominion Resources, Inc.
2