8-KOther Events

DOMINION ENERGY, INC 8-K Report (Mar 18, 2002)

Filed March 18, 2002For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on March 17, 2002, reporting on the issuance of 6,000,000 Upper DECS Equity Income Securities. These securities are structured as Corporate Units, each comprising a stock purchase contract and a 5.75% Senior Note due May 15, 2008. This issuance is part of a larger $2.0 billion registration statement previously declared effective in March 2001. The filing details the key agreements associated with this offering, including the Purchase Agreement with Salomon Smith Barney Inc., the Indenture governing the Senior Notes, the Purchase Contract Agreement, and a Pledge Agreement to secure the purchase contract obligations. The Senior Notes are subject to remarketing on February 15, 2006. Investors should note the structured nature of these securities, which combine debt and equity components, and the associated contractual and collateral arrangements.

Key Highlights

  • 1Dominion Resources, Inc. (D) issued 6,000,000 Upper DECS Equity Income Securities, structured as Corporate Units.
  • 2Each Corporate Unit consists of a stock purchase contract and a 5.75% Senior Note due May 15, 2008.
  • 3This issuance is part of a larger $2.0 billion registered offering previously filed with the SEC.
  • 4Key agreements governing the offering include a Purchase Agreement, an Indenture, a Purchase Contract Agreement, and a Pledge Agreement.
  • 5The Senior Notes component of the Equity Income Securities are scheduled for remarketing on February 15, 2006.
  • 6The filing provides a tax opinion from McGuire Woods LLP and a computation of the Ratio of Earnings to Fixed Charges.

Frequently Asked Questions

The Upper DECS Equity Income Securities are a type of financial instrument offered by Dominion Energy. In this specific filing, they are structured as Corporate Units, each containing a stock purchase contract and a Senior Note. This means investors are purchasing both a commitment to buy Dominion stock in the future (via the contract) and a debt instrument (the Senior Note).

The Senior Notes included in the Equity Income Securities have a maturity date of May 15, 2008, and carry a fixed interest rate of 5.75%.

The remarketing date of February 15, 2006, signifies a point when the Senior Notes may be re-offered to the market, potentially at different terms. This is a common feature in structured products and could affect the holders of the original Senior Notes or the overall market for these securities.

The beneficial owners' obligations under the Purchase Contracts are secured by a Pledge Agreement. This agreement involves Dominion Energy, Bank One Trust Company, N.A. (as Collateral Agent and Securities Intermediary), and JPMorgan Chase Bank (as Purchase Contract Agent).