-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BkR/7chm3jfu80k56mpWnRiF08iK/r6N0cQH3vxYdFI8+RWPLtgr+Jzq/H5ZRec6 /zDdhcQVoOgPsHKpOJIchA== 0000898080-99-000192.txt : 19990623 0000898080-99-000192.hdr.sgml : 19990623 ACCESSION NUMBER: 0000898080-99-000192 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-09517 FILM NUMBER: 99649994 BUSINESS ADDRESS: STREET 1: 901 E BYRD ST, WEST TOWER STREET 2: P O BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8047755700 MAIL ADDRESS: STREET 1: P O BOX 26532 STREET 2: 901 EAST BYRD STREET CITY: RICHMOND STATE: VA ZIP: 23261 U-1/A 1 AMENDMENT NO. 1 TO APPLICATION-DECLARATION File No. 070-09517 As filed with the Securities and Exchange Commission on June 22, 1999 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-1 APPLICATION-DECLARATION --------------------------------------------------- AMENDMENT NO. 1 TO APPLICATION-DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 --------------------------------------------------- Dominion Resources, Inc. Consolidated Natural Gas 120 Tredegar Street Company Richmond, VA 23219 CNG Tower, 625 Liberty Avenue Pittsburgh, PA 15222 (Name of company filing this statement and address of principal executive offices) --------------------------------------------------- Dominion Resources, Inc. Consolidated Natural Gas Company (Name of top registered holding company parent of each applicant or declarant) --------------------------------------------------- James F. Stutts Stephen E. Williams Vice President and Senior Vice President and General Counsel General Counsel Dominion Resources, Inc. Consolidated Natural Gas 120 Tredegar Street Company Richmond, VA 23219 CNG Tower, 625 Liberty Avenue Pittsburgh, PA 15222 (Name and address of agent for service) --------------------------------------------------- The Commission is also requested to send copies of any communication in connection with this matter to: Norbert F. Chandler, Esq. General Attorney & Assistant Secretary Consolidated Natural Gas Company CNG Tower, 625 Liberty Street Pittsburgh, PA 15222 2 APPLICATION-DECLARATION UNDER SECTIONS 6(a), 7, 9(a), 10, 11(b) and 13 AND RULES 42, 80-92, 93 and 94 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 FOR APPROVAL OF ISSUANCE OF SECURITIES, RETENTION OF NON-UTILITY BUSINESSES, ESTABLISHMENT OF SERVICE COMPANY AND RELATED MATTERS Dominion Resources, Inc. and Consolidated Natural Gas Company hereby amend and restate Item 6. Exhibits and Financial Statements to their Application in File No. 070-09517 as follows: Item 6. Exhibits and Financial Statements A-1 Application-Declaration on Form U-1 filed by DRI and CNG seeking authority for the Merger. (File No. 70-09477 and incorporated by reference herein) A-2 Joint Proxy/Registration Statement on Form S-4 of DRI and CNG. (File No. 333-75669 and incorporated by reference herein) B-1 DRI Registration Statement on Form S-3. (File No. 333-35501 and incorporated by reference herein) B-2 DRI Credit Agreement. (Filed in paper format in Form SE) B-3 DRI Short-Term Credit Agreement. (Filed in paper format in Form SE) B-4.1 DRI Indenture. (Filed as exhibit 4.1 to Form S-4 Registration, File No. 333- 50653, April 21, 1998 and to be incorporated by reference herein.) B-4.2 First Supplemental Indenture. (Filed as exhibit 4.1 to Form S-4 Registration, File No. 333-50653, April 21, 1998 and to be incorporated by reference herein.) B-5 ELLF. (Filed in paper format in Form SE) i B-6 Promissory Note due 2008. (Filed in paper format in Form SE) B-7 Guarantee Agreement dated as of October 30, 1998 in favor of Bayerische Landesbank Girozentrale. (Filed in paper format in Form SE) C-1 Intercompany Credit Agreement dated as of August 31, 1987 with DEI. (Filed in paper format in Form SE) C-2 Liquidity Support Agreement dated as of February 27, 1998 made by DRI in favor of Commonwealth Edison Company. (Filed in paper format in Form SE) C-3 Backstop Cash Management Agreement dated as of April 28, 1998 between DRI, Kincaid Generation, L.L.C. and LaSalle National Bank, as collateral trustee. (Filed in paper format in Form SE) C-4 Backstop Equity Subscription Agreement dated as of April 28, 1998 between DRI, Kincaid Generation, L.L.C. and LaSalle National Bank, as collateral trustee. (Filed in paper format in Form SE) C-5 Support Agreement dated as of October 21, 1987 made in connection with the $143,900,000 Loan Agreement between Rumford Cogeneration Company and Bank of America National Trust and Savings Association. (Filed in paper format in Form SE) C-6 Support Agreement dated as of July 19, 1993 made in connection with the Loan Agreement and the Investment Agreement, each between Belize Electric Company Ltd. and Commonwealth Development Corporation and International Finance Corporation. (Filed in paper format in Form SE) C-7 Support Agreement dated as of February 8, 1996 made by DRI in favor of DEI in connection with the $400,000,000 Multi-Currency Credit Agreement between DEI, the lenders party thereto and ABN AMRO North America, Inc. as agent. (Filed in paper format in Form SE) C-8 Support Agreement dated as of April 9, 1998 made by DRI in favor of DEI in connection with the Extending Revolving Term Loan Agreement between Dominion Energy Canada, Ltd., the lenders party thereto and The Bank of Nova Scotia, as agent. (Filed in paper format in Form SE) D-1 Intercompany Credit Agreement dated as of December 20, 1985 with DCI. (Filed in paper format in Form SE) D-2 Guaranty Agreement dated as of May 13, 1996 by DRI in favor of DYNEX Capital, Inc. (formerly Resource Mortgage Capital, Inc.) (Filed in paper format in Form SE) ii D-3 Support Agreement dated as of February 5, 1999 made by DRI in favor of DCI (Filed in paper format in Form SE) D-4 Support Agreement dated as of May 20, 1997 made by DRI in favor of DCI. (Filed in paper format in Form SE) D-5 Support Agreement dated as of November 7, 1997, as amended, made by DRI in favor of DCI in connection with the Credit Agreement between DCI, the lenders party thereto and ABN AMRO Bank N.V., as agent. (Filed in paper format in Form SE) D-6 Support Agreement dated as of June 30, 1998, as amended, made by DRI in favor of DCI in connection with the Letter of Credit Reimbursement Agreement between DCI and Citibank, N.A. (Filed in paper format in Form SE) D-7 Support Agreement dated as of November 3, 1998, as amended, made by DRI in favor of DCI. (Filed in paper format in Form SE) E-1 Press Release issued by DRI re Virginia Power restructuring. (Filed in paper format in Form SE) E-2 DRI Exemption Statement on Form U-3A-2 for the fiscal year ended December 31, 1998. (File No. 69-278 and incorporated by reference herein) E-3 Organizational Chart of DRI Subsidiaries. (Filed in paper format in Form SE) F-1 CNG Annual Report on Form U5S for the fiscal year ended December 31, 1998. (File No. 30-203 and incorporated by reference herein) F-2 CNG Credit Agreement. (Filed in paper format in Form SE) G-1 Service Agreement. (To be filed by amendment) H-1.2 CNG Registration Statement on Form S-3. (File No. 333-25347 and incorporated by reference herein) H-1.2 Dominion Direct. (Filed as Registration Statement on Form S-3 File No. 333- 46043, effective date February 11, 1998). H-2 DRI Incentive Compensation Plan. (Filed as Registration Statement on Form S- 8 333-25587, effective date April 22, 1997 and Filed as Registration Statement on Form S-8, File No. 333-78173, effective date May 10, 1999.) H-3 Virginia Power Hourly Employee Savings Plan. (Filed as Registration Statement Form S-8, File No. 333-09167, effective date July 30, 1996.) iii H-4 Dominion Subsidiary Savings Plan. (Filed as Registration Statement on Form S-8, File No. 33-62705, effective date September 15, 1995.) H-5.1 CNG Long-Term Incentive Plan. (Filed as Exhibit C to CNG's 1982 Definitive Proxy Statement, File No. 1-3196 and incorporated by reference herein) H-5.2 Amendment to CNG Long-Term Incentive Plan. (Filed as Exhibit A to CNG's 1985 Definitive Proxy Statement, File No. 1-3196 and incorporated by reference herein) H-5.3 Amendment to CNG Long Term Incentive Plan. (Filed as Exhibit 10(0) to CNG's 1996 Annual Report on Form 10-K, File No. 1-3196 and incorporated by reference herein) H-6 CNG 1991 Plan. (Filed as Exhibit A to CNG's 1991 Definitive Proxy Statement, File No. 1-3196 and incorporated by reference herein) H-7 CNG 1995 Plan. (Filed as Exhibit 10(M) to CNG's 1996 Annual Report on Form 10-K, File No. 1-3196 and incorporated by reference herein) H-8 CNG 1997 Plan. (Filed as Exhibit A to CNG's 1997 Definitive Proxy Statement, File No. 1-3196 and incorporated by reference herein) H-9 CNG Directors' Plan. (Filed as Exhibit A to CNG's 1994 Definitive Proxy Statement. File No. 1-3196 and incorporated by reference herein) I Form of Notice. iv SIGNATURE Pursuant to the Public Utility Holding Company Act of 1935, each of the undersigned companies has caused this Application-Declaration to be signed on its behalf by the undersigned thereunto duly authorized. DOMINION RESOURCES, INC. CONSOLIDATED NATURAL GAS COMPANY By: /s/ James F. Stutts By: /s/ Stephen E. Williams ---------------------------- ---------------------------- Name: James F. Stutts Name: Stephen E. Williams Title: Vice President and Title: Senior Vice President General Counsel and General Counsel Date: June 22, 1999 Date: June 22, 1999 v -----END PRIVACY-ENHANCED MESSAGE-----