SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
: CERTIFICATE
In the Matter of : OF
: NOTIFICATION
DOMINION RESOURCES, INC. : NO. 6
Richmond, Virginia :
:
File Nos. 70-9517 : TRANSACTIONS
70-9555 : DURING PERIOD
70-9679 :
:
(Public Utility Holding Company Act of 1935) : April 1, 2001
: through
: June 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 second 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 438,070 $27,922
Employee Savings Plan 244,800 15,478
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 June 30, 2001 were as follows.
Maximum Principal Amount
Outstanding as of 6/30/01
(thousands) (thousands)
___________ ________________
Dominion $872,600 $830,198
Virginia Power 353,741 131,506
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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.
The new credit agreement replaces an earlier $1.75 billion credit
agreement entered into in June of 2000.
C. Long-Term Debt
No transactions.
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.
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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 June 30, 2001 is approximately $2.7 billion,
and the subsidiaries' debt subject to such guaranties totaled $900
million.
III. RULE 52 TRANSACTIONS BY VIRGINIA POWER AND ITS SUBSIDIARIES
None.
IV. RESTRUCTURING OF NONUTILITY INTERESTS
On March 31, 2001, Dominion acquired the Millstone nuclear generating
units ("Facilities") from Northeast Utilities. DEI formed Dominion
Nuclear, Inc. ("DNI") to take indirect ownership of the Facilities.
Dominion Nuclear Marketing I, Inc. ("DNM I"), Dominion Nuclear Marketing
II, Inc. ("DNM II") and Dominion Nuclear Marketing III, L.L.C. ("DNM
III") were formed by DNI to own collectively 100% of the stock of Dominion
Nuclear Connecticut, Inc. ("DNC") which directly owns the Facilities. DNI,
DNM I, DNM II, DNM III and DNC are all exempt wholesale generators under
Section 32 of the Act.
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On June 1, 2001, Dominion Retail, Inc. ("Dominion Retail"), a wholly-
owned subsidiary of CNG, purchased from DNI a 25% membership interest in
DNM III for $5,362,500. The purpose of the restructuring was to place
Dominion Retail in a position to better market power from the Facilities
and to attain certain tax advantages.
V. EXHIBITS
None
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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 August 29, 2001
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