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: February 10, 2003
(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 February 10, 2003, Dominion Resources, Inc. (the Company) entered into an
underwriting agreement (the Underwriting Agreement) with Banc of America
Securities LLC and Credit Suisse First Boston LLC, as Representatives named in
the Underwriting Agreement for the sale of $300,000,000 aggregate principal
amount of the Company's 2003 Series A 2.800% Senior Notes Due 2005 and
$400,000,000 aggregate principal amount of the Company's 2003 Series B 4.125%
Senior Notes Due 2008. Such Senior Notes, which are designated the 2003 Series A
2.800% Senior Notes Due 2005 and 2003 Series B 4.125% Senior Notes Due 2008, 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.
Forms of the Seventeenth and Eighteenth Supplemental Indentures to the Company's
June 1, 2000 Senior Indenture, pursuant to which the 2003 Series A 2.800% Senior
Notes Due 2005 and 2003 Series B 4.125% Senior Notes Due 2008 will be issued,
are filed as Exhibit 4.2 and 4.3 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
1 Underwriting Agreement, dated February 10, 2003, between the
Company and Banc of America Securities LLC and Credit Suisse
First Boston LLC, 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 Seventeenth Supplemental Indenture to the Senior Indenture
pursuant to which the 2003 Series A 2.800% Senior Notes Due 2005 will
be issued. The form of the 2003 Series A 2.800% Senior Notes Due 2005
is included as Exhibit A to the form of the Seventeenth Supplemental
Indenture.
4.3 Form of Eighteenth Supplemental Indenture to the Senior Indenture
pursuant to which the 2003 Series B 4.125% Senior Notes Due 2008 will
be issued. The form of the 2003 Series B 4.125% Senior Notes Due 2008
is included as Exhibit A to the form of the Eighteenth Supplemental
Indenture.
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: February 11, 2003