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 March 31, 2002
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 $30,574,929 - - DEI - -
Term
Advances
DMS Short $525,000 - - DRI - -
Term
Advances
DAH Short $6,159,000 - - 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 $24,291 $59,014 $0 $83,305
Division Management,
of Virginia Engineering,
Power Marketing
DOES Dominion Engineering $334,788 $0 $0 $334,788
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 to the Form U-9C-3 filed for the fourth quarter of 2001.
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 $24,702 $858 $0 $25,559
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 March 31, 2002 $25,504,775 (g) Line 1
Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15) 3,825,716 Line 2
-----------
Greater of $50 million or line 2 $3,825,716 Line 3
Total current aggregate investment:
(categorized by major line of
energy-related business)
Energy-related business by category
Category 2 (132)
Category 5 20,630
Category 6 14,577
Category 7 6,394
------
Total current aggregate investment 41,469 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) 3,784,247 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 $3,173,910.
(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 sheets as of March 31, 2002 and income statements for the three
months ended March 31, 2002 for the following companies are 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 to the Form
U-9C-3 filed for the fourth quarter of 2001.
The certificate as to filing with interested state commissions is
attached hereto as Exhibit A.
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
May 30, 2002
9
Exhibit A
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 March 31, 2002 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 30th day of
May, 2002.
Sharon L. Burr
Attorney for
Dominion Resources, Inc.
2