Dominion Files Registration Statement for
Convertible Senior Notes Exchange Offer
RICHMOND, Va. - Dominion Resources, Inc. (NYSE: D) announced
today that it has filed a registration statement on Form S-4 with the Securities
and Exchange Commission (SEC) to register its offer to holders of its $220 million
outstanding principal amount of 2003 Series G 2.125% Convertible Senior Notes
due 2023 (CUSIP No. 25746UAP4) (the “Old Notes”) for an equivalent
principal amount of its 2004 Series C 2.125% Convertible Senior Notes due 2023
(the “New Notes”) and an exchange fee of $2.50 per $1,000 principal
amount. The New Notes provide for net share settlement when converted and otherwise
are substantially the same as the Old Notes.
Dominion will be offering to exchange Old Notes for New Notes
with the net share settlement feature in response to the FASB's ratification
of Emerging Issues Task Force Issue No. 04-8, “The Effect of Contingently
Convertible Instruments on Diluted Earnings per Share,” which is
expected to become effective on December 31, 2004. EITF 04-8 will require that
the calculation of diluted earnings per share of common stock reflect shares
issuable under contingently convertible debt regardless of whether the contingent
feature has been met. The conversion settlement feature of the New Notes will
result in fewer shares included in the calculation of diluted earnings per share
than the Old Notes upon adoption of EITF 04-8, since exercise of the conversion
feature would result in a payment of cash, rather than shares, for the principal
amount of the New Notes.
The exchange offer will expire at midnight, New York City
time, on December 9, 2004, unless extended. Morgan Stanley & Co. Incorporated
is the dealer manager for the exchange offer.
A registration statement relating to these securities
has been filed with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. This news release
is for informational purposes only and does not constitute an offer to sell
or the solicitation of an offer to buy these securities. Nor shall there be
any offer, solicitation or sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state. You are urged to read the
prospectus and related materials, which have been filed as part of the registration
statement, and our tender offer statement on Schedule TO because they contain
important information. You may obtain a copy of these documents for free at
the SEC’s website at www.sec.gov.
A copy of the written prospectus and other materials relating to the exchange
offer also can be obtained for free from the information agent, D.F. King &
Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, Phone: 1-800-758-5378,
or from Morgan Stanley, 1585 Broadway, New York, New York 10036, Attention:
Francesco Cipollone, Phone: 1-800-624-1808.
