UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) June 12, 2008

 

 

Dominion Resources, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Virginia		001-08489		54-1229715
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

120 Tredegar Street Richmond, Virginia		23219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01

Other Events.

On June 12, 2008, Dominion Resources, Inc. (the Company) entered into an underwriting agreement (the Series A and Series B Senior Notes Underwriting Agreement) with Barclays Capital Inc.; Citigroup Global Markets Inc.; J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives for the underwriters named in the Series A and Series B Senior Notes Underwriting Agreement, for the sale of $500,000,000 aggregate principal amount of the Company’s 2008 Series A 6.40% Senior Notes due 2018 and $400,000,000 aggregate principal amount of the Company’s 2008 Series B 7.0% Senior Notes due 2038. Such Senior Notes, which are designated the 2008 Series A 6.40% Senior Notes due 2018 and the 2008 Series B 7.0% Senior Notes due 2038, are Senior Debt 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 became effective on February 13, 2006 (File No. 333-131810). A copy of the Series A and Series B Senior Notes Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.

The forms of the Thirty-Fifth and Thirty-Sixth Supplemental Indentures to the Company’s June 1, 2000 Senior Indenture, pursuant to which the 2008 Series A 6.40% Senior Notes due 2018 and 2008 Series B 7.0% Senior Notes due 2038 will be issued, are filed as Exhibit 4.2 and 4.3 to this Form 8-K.

Also on June 12, 2008, the Company entered into an underwriting agreement (the Series C Senior Notes Underwriting Agreement) with Barclays Capital Inc.; Citigroup Global Markets Inc.; J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives for the underwriters named in the Series C Senior Notes Underwriting Agreement, for the sale of $300,000,000 aggregate principal amount of the Company’s 2008 Series C Floating Rate Senior Notes due 2010. Such Senior Notes, which are designated the 2008 Series C Floating Rate Senior Notes due 2010, are Senior Debt 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 became effective on February 13, 2006 (File No. 333-131810). A copy of the Series C Senior Notes Underwriting Agreement including exhibits thereto, is filed as Exhibit 1.2 to this Form 8-K.

The form of the Thirty-Seventh Supplemental Indenture to the Company’s June 1, 2000 Senior Indenture, pursuant to which the 2008 Series C Floating Rate Senior Notes due 2010 will be issued, is filed as Exhibit 4.4

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibits
1.1		Underwriting Agreement, dated June 12, 2008, between the Company and Barclays Capital Inc.; Citigroup Global Markets Inc.; J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives for the underwriters named in the Underwriting Agreement relating to the 2008 Series A 6.40% Senior Notes due 2018 and the 2008 Series B 7.0% Senior Notes due 2038.*
1.2		Underwriting Agreement, dated June 12, 2008, between the Company and Barclays Capital Inc.; Citigroup Global Markets Inc.; J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives for the underwriters named in the Underwriting Agreement relating to the 2008 Series C Floating Rate Senior Notes due 2010.*

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4.1		Form of Senior Indenture, dated June 1, 2000, between the Company and The Bank of New York (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Trustee (Exhibit 4 (iii), Form S-3, Registration Statement, File No. 333-93187, incorporated by reference).
4.2		Form of Thirty-Fifth Supplemental Indenture to the Senior Indenture pursuant to which the 2008 Series A 6.40% Senior Notes due 2018 will be issued. The form of the 2008 Series A 6.40% Senior Notes due 2018 is included as Exhibit A to the form of the Thirty-Fifth Supplemental Indenture.*
4.3		Form of Thirty-Sixth Supplemental Indenture to the Senior Indenture pursuant to which the 2008 Series B 7.0% Senior Notes due 2018 will be issued. The form of the 2008 Series B 7.0% Senior Notes due 2038 is included as Exhibit A to the form of the Thirty-Sixth Supplemental Indenture.*
4.4		Form of Thirty-Seventh Supplemental Indenture to the Senior Indenture pursuant to which the 2008 Series C Floating Rate Senior Notes due 2010 will be issued. The form of the 2008 Series C Floating Rate Senior Notes due 2010 is included as Exhibit A to the form of the Thirty-Seventh Supplemental Indenture.*
5.1		Opinion of McGuireWoods LLP.*

 

*	Filed herewith.

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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 hereunto duly authorized.

 

Date: June 16, 2008