Dominion Power 2001 Annual Report Download - page 74

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
100 percent of each capital trust’s assets. The following table pro-
vides summary information about the capital trusts and junior
subordinated debt instruments:
Trust
Date Capital Preferred Common
Established Trusts Securities Securities
(Millions)
August, 1995 Virginia Power Capital Trust I(1) $135 $4
December, 1997 Dominion Resources Capital
Trust I(2) 250 8
January, 2001 Dominion Resources Capital
Trust II(3) 300 9
January, 2001 Dominion Resources Capital
Trust III(4) 250 8
October, 2001 Dominion CNG Capital Trust I(5) 200 6
1,135
Unamortized discount (3)
Total at December 31, 2001 $1,132
Junior subordinated notes/debentures assets for each capital trust were as follows:
(1) $139 million—Virginia Power 8.05% Series A Notes due 9/30/2025—The maturity date,
subject to certain conditions, may be extended for up to an additional 10 years from date
of original maturity.
(2) $258 million—Dominion Resources, Inc. 7.83% Debentures due 12/1/2027.
(3) $309 million—Dominion Resources, Inc. 8.4% Debentures due 1/30/2041.
(4) $258 million—Dominion Resources, Inc. 8.4% Debentures due 1/15/2031.
(5) $206 million—CNG 7.8% Debentures due 10/31/2041.
Preferred Stock
Dominion is authorized to issue up to 20 million shares of
preferred stock. See Note 29 for a discussion of Dominion’s
issuance of 665,000 shares of Series A Mandatorily Convertible
Preferred Stock, liquidation preference $1,000 per share (Pre-
ferred Stock), to Piedmont Share Trust (Piedmont Trust).
Dominion is the beneficial owner of the Piedmont Trust which
is consolidated in the preparation of Dominion’s consolidated
financial statements, thus eliminating the Preferred Stock.
Virginia Power is authorized to issue up to 10 million shares
of preferred stock, $100 liquidation preference. Upon involun-
tary liquidation, dissolution or winding-up of Virginia Power,
each share is entitled to receive $100 per share plus accrued
dividends. Dividends are cumulative.
During the fourth quarter of 2001, Virginia Power
purchased and redeemed, at par, all shares of its January 1987
and June 1987 series of money market preferred stock for
$125 million.
Note 23
As of December 31, 2001 and 2000, there were no out-
standing issues of Virginia Power preferred stock subject to
mandatory redemption. Shown below are the series of Virginia
Power preferred stock not subject to mandatory redemption that
were outstanding as of December 31, 2001.
Issued and
Outstanding Entitled Per
Dividend Share Upon
Shares(1) Liquidation
$5.00 107 $112.50
4.04 13 102.27
4.20 15 102.50
4.12 32 103.73
4.80 73 101.00
7.05 500 105.00(2)
6.98 600 105.00(3)
MMP 10/88(4) 750 100.00
MMP 6/89(4) 750 100.00
MMP 9/92, Series A(4) 500 100.00
MMP 9/92, Series B(4) 500 100.00
Tot al 3,840
(1) Shares are presented in thousands.
(2) Through 7/31/03; amounts decline in steps thereafter to $100.00 after 7/31/13.
(3) Through 8/31/03; amounts decline in steps thereafter to $100.00 after 8/31/13.
(4) Money Market Preferred (MMP) dividend rates are variable and are set every 49 days
via an auction process. The combined weighted average rates for all series outstanding
during 2001, 2000, and 1999, including fees for broker/dealer agreements, were 4.32
percent, 5.71 percent and 4.82 percent, respectively.
Common Stock
Dominion is authorized by its Board of Directors to repurchase
up to $650 million of Dominion common stock outstanding. As
of December 31, 2001, Dominion had repurchased approxi-
mately 11 million shares for $471 million. Dominion has not
repurchased any shares since January 2000.
Immediately before the CNG merger in January 2000,
Dominion concluded a first step transaction in which 33 million
shares of Dominion common stock were exchanged for approxi-
mately $1.4 billion. Dominion also repurchased approximately
3.2 million shares of stock in 2000 through a total return
swap facility at a cost of approximately $145 million. The trans-
actions were independent of the general repurchase authority
described above.
Stock Compensation Plans
Dominion sponsors two stock plans that provide stock-based
awards to directors, executives and other key employees. Under
the plans, Dominion grants stock options and restricted stock
awards that vest from three to five years, and in the case of
options, have contractual terms that range from seven to 10
years. Forty million shares of common stock may be issued
Note 25
Note 24
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