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D > SEC Filings for D > Form 8-K on 1-Jul-2014All Recent SEC Filings

Show all filings for DOMINION RESOURCES INC /VA/

Form 8-K for DOMINION RESOURCES INC /VA/


1-Jul-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On June 26, 2014, Dominion Resources, Inc. (the "Company") made available to investors a prospectus supplement, dated June 25, 2014, and a prospectus, dated January 27, 2012, with respect to the issuance by the Company of 18,000,000 equity units in the form of corporate units ("2014 Series A Corporate Units"). The prospectus supplement also covered an additional 2,000,000 2014 Series A Corporate Units in the event of the exercise by the underwriters named in the prospectus supplement of an overallotment option granted by the Company. The 2014 Series A Corporate Units were offered and sold pursuant to an underwriting agreement dated June 25, 2014 (the "2014 Series A Underwriting Agreement") among the Company and the underwriters named therein (the "2014 Series A Underwriters"). Also, on June 26, 2014 pursuant to the terms of the 2014 Series A Underwriting Agreement, the 2014 Series A Underwriters exercised in full their option to purchase the additional 2,000,000 Series A Corporate Units.

Each 2014 Series A Corporate Unit has a stated amount of $50 and is comprised of
(i) a purchase contract which will obligate the holder to purchase from the Company, no later than July 1, 2017, a certain number of shares of the Company's common stock, without par value, for $50 in cash; and (ii) a 1/20 undivided beneficial ownership interest in $1,000 principal amount of the Company's 2014 Series A 1.50% Remarketable Subordinated Notes due 2020 (the "2014 Series A RSNs"). Holders of the 2014 Series A Corporate Units will be entitled to receive quarterly contract adjustment payments on a rate of 4.875% per year of the stated amount of $50 per unit.

The 2014 Series A RSNs are being issued pursuant to the Junior Subordinated Indenture II, dated June 1, 2006 (the "2006 Indenture"), between the Company and The Bank of New York Mellon (successor to JP Morgan Chase Bank, N.A.) (the "Original Trustee"), as supplemented and amended by the Third Supplemental and Amending Indenture dated as of June 1, 2009 (as so amended, the "Base Indenture"), by and among the Company, the Original Trustee, and Deutsche Bank Trust Company Americas (the "Series Trustee"), as heretofore supplemented and as further supplemented by a Sixth Supplemental Indenture dated as of June 1, 2014 (the "Sixth Supplemental Indenture") by and between the Company and the Series Trustee. The Company filed the 2006 Indenture on August 3, 2006 with the Securities and Exchange Commission (the "Commission") as Exhibit 4.1 to the Company's Form 10-Q for the quarter ended June 30, 2006. The Company filed the form of the Third Supplemental and Amending Indenture on June 15, 2009 with the Commission as Exhibit 4.2 to the Company's Form 8-K.

The purchase contracts for the 2014 Series A Corporate Units are being issued pursuant to a Purchase Contract and Pledge Agreement dated as of July 1, 2014 (the "2014 Series A Purchase Contract and Pledge Agreement"), between the Company and Deutsche Bank Trust Company Americas, in its capacity as the purchase contract agent, collateral agent, custodial agent and securities intermediary. Under the terms of the 2014 Series A Purchase Contract and Pledge Agreement, the 2014 Series A RSNs are being pledged as collateral to secure the holders' obligation to purchase the shares of common stock under the purchase contracts that form a part of the 2014 Series A Corporate Units. The 2014 Series A RSNs will be remarketed, subject to certain terms and conditions, prior to the related purchase contract settlement date pursuant to the terms of the 2014 Series A Purchase Contract and Pledge Agreement and a remarketing agreement to be entered into among the Company, Deutsche Bank Trust Company Americas, as purchase contract agent, and a remarketing agent or agents to be designated by the Company (the "2014 Series A Remarketing Agreement").

The foregoing disclosure is qualified in its entirety by reference to the 2014 Series A Underwriting Agreement which is attached hereto as Exhibit 1.1, the 2006 Indenture and the form of the Third Supplemental and Amending Indenture, each of which were previously filed with the Commission as described above, the Sixth Supplemental Indenture, which is attached hereto as Exhibit 4.3, the form of 2014 Series A RSN which is attached hereto as Exhibit 4.4, the 2014 Series A Purchase Contract and Pledge Agreement, which is attached hereto as Exhibit 4.5, the form of the 2014 Series A Remarketing Agreement which is attached hereto as Exhibit 4.6, the form of the 2014 Series A Corporate Units which is attached hereto as Exhibit 4.7, the form of the 2014 Series A Treasury Units which is attached hereto as Exhibit 4.8, and the form of Common Stock Certificate which is attached hereto as Exhibit 4.9.




Item 9.01 Financial Statements and Exhibits.

Exhibits

1.1 2014 Series A Underwriting Agreement, dated June 25, 2014, between the Company and Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as Representatives for the underwriters named in the Underwriting Agreement relating to the 2014 Series A Corporate Units.*

4.1 Junior Subordinated Indenture II, dated June 1, 2006, between Dominion Resources, Inc. and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4.1 to Dominion Resources, Inc.'s Form 10-Q for the quarter ended June 30, 2006 filed August 3, 2006, File No. 1-8489).

4.2 Form of Third Supplemental and Amending Indenture to the Junior Subordinated Indenture II, dated June 1, 2009, among Dominion Resources, Inc., The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.) as Original Trustee and Deutsche Bank Trust Company Americas, as Series Trustee, incorporated by reference to Exhibit 4.2 to Dominion Resources, Inc.'s Form 8-K filed June 15, 2009, File No. 1-8489).

4.3 Sixth Supplemental Indenture, dated June 1, 2014, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee with respect to the 2014 Series A 1.50% Remarketable Subordinated Notes due 2020.*

4.4 Form of 2014 Series A 1.50% Remarketable Subordinated Notes due 2020 (included in Exhibit 4.3).*

4.5 2014 Series A Purchase Contract and Pledge Agreement, dated July 1, 2014, between the Company and Deutsche Bank Trust Company Americas, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary.*

4.6 Form of 2014 Series A Remarketing Agreement (included in Exhibit 4.5).*

4.7 Form of 2014 Series A Corporate Units (included in Exhibit 4.5).*

4.8 Form of 2014 Series A Treasury Units (included in Exhibit 4.5).*

4.9 Form of Common Stock Certificate.*

5.1 Opinion of McGuireWoods LLP with respect to the 2014 Series A Equity Units.*

8.1 Tax Opinion of McGuireWoods LLP with respect to the 2014 Series A Equity Units.*

* Filed herewith.


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