Attached files
| file | filename |
|---|---|
| EX-4.3 - FORTY-FIFTH SUPPLEMENTAL INDENTURE - DOMINION ENERGY, INC | d411520dex43.htm |
| EX-4.5 - FORTY-SEVENTH SUPPLEMENTAL INDENTURE - DOMINION ENERGY, INC | d411520dex45.htm |
| EX-5.1 - OPINION OF MCGUIREWOODS LLP - DOMINION ENERGY, INC | d411520dex51.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - DOMINION ENERGY, INC | d411520dex11.htm |
| EX-12.1 - RATIO OF EARNINGS TO FIXED CHARGES FOR DOMINION RESOURCES, INC. - DOMINION ENERGY, INC | d411520dex121.htm |
| EX-4.4 - FORTY-SIXTH SUPPLEMENTAL INDENTURE - DOMINION ENERGY, INC | d411520dex44.htm |
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) September 10, 2012
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)) |
Item 8.01 Other Events.
On September 10, 2012, Dominion Resources, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, RBS Securities Inc. and Wells Fargo Securities, LLC, as Representatives for the underwriters named in the Underwriting Agreement, for the sale of $350,000,000 aggregate principal amount of the Company’s 2012 Series A 1.40% Senior Notes due 2017, $350,000,000 aggregate principal amount of the Company’s 2012 Series B 2.75% Senior Notes due 2022, and $350,000,000 aggregate principal amount of the Company’s 2012 Series C 4.05% Senior Notes due 2042. Such Senior Notes, which are designated the 2012 Series A 1.40% Senior Notes due 2017, the 2012 Series B 2.75% Senior Notes due 2022, and the 2012 Series C 4.05% Senior Notes due 2042, 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 January 27, 2012 (File No. 333-179213). A copy of the Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.
The Forty-Fifth, Forty-Sixth and Forty-Seventh Supplemental Indentures to the Company’s June 1, 2000 Senior Indenture, pursuant to which the Senior Notes will be issued, are filed as Exhibits 4.3, 4.4 and 4.5 respectively to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | ||
| 1.1 | Underwriting Agreement, dated September 10, 2012, among the Company and BNP Paribas Securities Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, RBS Securities Inc. and Wells Fargo Securities, LLC as Representatives for the underwriters named in the Underwriting Agreement.* | |
| 4.1 | Form of Senior Indenture, dated June 1, 2000, between the Company and The Bank of New York Mellon (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-Eighth Supplemental and Amending Indenture to the Senior Indenture among the Company, The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank)), as Original Trustee and Deutsche Bank Trust Company Americas, as Series Trustee (Exhibit 4.2, Form 8-K, File No. 001-08489, as filed on November 26, 2008, incorporated by reference). | |
| 4.3 | Forty-Fifth Supplemental Indenture to the Senior Indenture pursuant to which the 2012 Series A 1.40% Senior Notes due 2017 will be issued. The form of the 2012 Series A 1.40% Senior Notes due 2017 is included as Exhibit A to the Forty-Fifth Supplemental Indenture.* | |
| 4.4 | Forty-Sixth Supplemental Indenture to the Senior Indenture pursuant to which the 2012 Series B 2.75% Senior Notes due 2022 will be issued. The form of the 2012 Series B 2.75% Senior Notes due 2022 is included as Exhibit A to the Forty-Sixth Supplemental Indenture.* | |
| 4.5 | Forty-Seventh Supplemental Indenture to the Senior Indenture pursuant to which the 2012 Series C 4.05% Senior Notes due 2042 will be issued. The form of the 2012 Series C 4.05% Senior Notes due 2042 is included as Exhibit A to the Forty-Seventh Supplemental Indenture.* | |
| 5.1 | Opinion of McGuireWoods LLP.* | |
| 12.1 | Ratio of Earnings to Fixed Charges for Dominion Resources, Inc.* | |
| * | Filed herewith. |
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.
| DOMINION RESOURCES, INC. Registrant |
| /s/ James P. Carney |
| Name: James P. Carney Title: Vice President and Assistant Treasurer |
Date: September 13, 2012