(Mark
One):
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X
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934.
For
the fiscal year ended June 30, 2005.
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Or
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934.
For
the transition period from _________ to
________________.
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A.
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Full
title of the plan and the address of the plan, if different from
that of
the issuer named below:
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THRIFT
PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR
EMPLOYEES REPRESENTED BY UNITED GAS WORKERS UNION,
LOCAL
69 - DIVISION I, SEIU, AFL-CIO
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B.
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Name
of issuer of the securities held pursuant to the plan and the address
of
its principal executive office:
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DOMINION
RESOURCES, INC.
120
Tredegar Street
Richmond,
VA 23219
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Page
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Report
of Independent Registered Public Accounting Firm
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1
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Financial
Statements:
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Statements
of Net Assets Available for Benefits as of June 30, 2005 and
2004
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2
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Statement
of Changes in Net Assets Available for Benefits for the
Year
Ended June 30, 2005
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3
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Notes
to Financial Statements
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4-11
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Supplemental
Schedules as of and for the Year Ended June 30, 2005
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Form
5500, Schedule H, Line 4(i): Schedule of Assets (Held at End of
Year)
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12
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Form
5500, Schedule H, Line 4(j): Schedule of Reportable
Transactions
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13
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June
30,
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2005
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2004
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Assets:
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|||
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|||
Participant-Directed
Investments
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$106,615,007
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$101,893,836
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Receivables
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129,170
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225,582
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Cash
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2,313
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--
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Total
Assets
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106,746,490
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102,119,418
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Liabilities:
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Payments
for Investments Purchased
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66,089
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210,374
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Net
Assets Available for Benefits
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$106,680,401
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$101,909,044
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Year
Ended
June
30, 2005
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Additions:
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Investment
income:
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Dividend
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$ 1,761,332
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Interest
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29,114
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Net
appreciation in fair value of investments
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7,659,734
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Master
Trust investment income
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2,231,659
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Total
investment income
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11,681,839
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Contributions:
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Participant
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2,060,841
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Employer
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1,178,793
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Total
additions
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14,921,473
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Deductions:
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Benefits
paid to participants
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10,044,578
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Administrative
expenses
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41,703
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Total
deductions
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10,086,281
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Net
increase in net assets before transfer
|
4,835,192
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Net
transfer of participants’ assets from the plan to other
plans
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(63,835)
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Net
increase
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4,771,357
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Net
assets available for benefits:
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Beginning
of year
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101,909,044
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End
of year
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$106,680,401
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a.
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GENERAL
-
The Plan is a defined contribution plan covering union-eligible
employees
of Peoples Natural Gas Company (the Employer). The Employer is
a
wholly-owned subsidiary of Consolidated Natural Gas Company (the
Company
or CNG). CNG is a wholly-owned subsidiary of Dominion Resources,
Inc.
(Dominion). The Plan administrator is Dominion Resources Services,
Inc. (a
subsidiary of Dominion). Custody of Plan assets resides with Mellon
Bank,
N.A., who also serves as the Plan’s Trustee (Trustee). The Plan is subject
to the provisions of the Employee Retirement Income Security Act
of 1974
(ERISA).
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b.
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CONTRIBUTIONS
-
Under the Plan, participants may contribute not less than 2%
and not more
than 50% of their earnings each pay period, in increments of
1%. The
contributions are subject to applicable Internal Revenue Code
(IRC)
limitations. The Employer’s matching contribution is based upon the
participant’s contribution rate and length of service. The following table
summarizes the ranges of Employer matching contribution rates
based on
years of service.
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Years
of Service
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Ranges
of
Company
Match
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Less
than 20
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0%
to 5%
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Between
20 to 30
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0%
to 7.5%
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30
or more
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0%
to 10%
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c.
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PARTICIPANT
ACCOUNTS
-
Each participant’s account includes the effect of the participant’s
contributions and withdrawals, as applicable, and allocations of
the
Company’s contributions, Plan earnings, and administrative expenses.
Allocations are based on participant earnings or account balances.
The
benefit to which a participant is entitled is the benefit that
can be
provided from the participant’s
account.
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d.
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PARTICIPANTS
-
Each union employee is eligible to participate in the Plan on an
entirely
voluntary basis. Participation by an employee becomes effective
immediately upon enrollment in the
Plan.
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e.
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VESTING
-
Participants immediately vest in their contributions and earnings
thereon.
Participants vest in the Employer’s matching contribution and related
earnings after five years of credited service. Forfeited balances
of
terminated participants’ non-vested accounts are used to reduce future
employer contributions. There were no forfeited contributions during
the
plan year.
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f.
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INVESTMENT
OPTIONS
-
Upon enrollment in the Plan, a participant may direct contributions
in any
option (except the loan fund) in 1% increments totaling to 100%.
Investment options are valued daily. Changes in investment options
may be
made at any time and become effective with the subsequent pay period.
Participants can make unlimited transfers among existing funds.
The Plan
provides for employee and employer contributions to be invested
in the
following based on information contained in the funds’
prospectus:
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g.
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PARTICIPANT
LOANS
-
Participants are eligible to secure loans against their plan account
and
repay the amount over a one to five-year period. The maximum loan
amount
is the least of:
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h.
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PAYMENTS
OF BENEFITS -
Distributions from the Plan are recorded on the valuation date when
a
participant’s valid withdrawal request is processed by the recordkeeper.
On termination of service, a participant may elect to receive either
an
amount equal to the value of the participant’s vested interest in his or
her account, or defer the payment to a future time no later than
the year
in which the participant reaches age 70 1/2.
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i.
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FLEXIBLE
DIVIDEND OPTION
- Participants
are given the choice of (1) receiving cash dividend paid on vested
shares
held in their Dominion Stock Fund or (2) reinvesting the dividends
in the
fund.
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a.
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BASIS
OF ACCOUNTING
-
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States
of
America.
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b.
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VALUATION
OF INVESTMENTS:
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(1)
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Dominion
Stock Fund
-
Investments in Dominion Common Stock are stated at fair value based
on the
closing sales price reported on the New York Stock Exchange on the
last
business day of the plan year.
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(2)
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Investment
in CNG Master Trust and Dominion Master Trust (Master
Trusts) -
The fair value of the Plan’s interest in the Master Trusts is based on the
beginning of the month value of the Plan’s interest in the Master Trusts
plus actual contributions and allocated investment income less actual
distributions and allocated administrative expenses. Quoted market
prices
are used to value investments in the Master Trusts, with the exception
of
guaranteed investment contracts held by the Certus Fund.
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(3)
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Mutual
Funds - Investments
in mutual funds are valued at quoted market prices, which represent
the
net asset values of shares held by the Plan at year-end.
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(4)
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Common/Collective
Trusts
-
Investments in common/collective trust funds are stated at estimated
fair
values, which have been determined based on the unit values of the
funds.
Unit values are determined by the bank (or trust company) sponsoring
such
funds by dividing the fund’s net assets by its units outstanding at the
valuation dates.
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(5)
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Loans
to Participants -
Participant loans are valued at the outstanding loan
balances.
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c.
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INVESTMENT
INCOME
-
Purchases and sales of securities are recorded on a trade-date
basis.
Dividend income is recognized on the ex-dividend date. Dividends
received
on all shares of company stock are reinvested in additional shares
of
Dominion Common Stock. Interest income is recorded based on the
accrual
basis.
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d.
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EXPENSES
-
The Plan’s expenses are accrued as incurred and paid by the Plan or the
Company, as provided by the Plan document.
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e.
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USE
OF ESTIMATES
-
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America, requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits, and changes therein.
Actual
results could differ from those estimates. The Plan utilizes various
investment instruments, including mutual funds and investment contracts.
Investment securities, in general, are exposed to various risks,
such as
interest rate, credit, and overall market volatility. Due to the
level of
risk associated with certain investment securities, it is reasonably
possible that changes in the values of investment securities will
occur in
the near term and that such changes could materially affect the amounts
reported in the financial
statements.
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f.
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CONCENTRATION
OF INVESTMENTS
-
Included in the Plan’s net assets available for benefits at June 30, 2005
and 2004, are investments in Dominion Common Stock amounting to
approximately $45 million and $42 million, respectively, whose value
could
be subject to change based upon market
conditions.
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g.
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PAYMENT
OF BENFITS -
Distributions from the Plan are recorded on the valuation date when
a
participant’s valid withdrawal request is processed by the
recordkeeper.
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h.
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TRANSFERS
-
Along with the plan, Dominion also sponsors several other savings
plans
for employees of its subsidiaries. If participants change employment
to a
different covered subsidiary during the year, their account balances
are
transferred into the corresponding plan. For the year ended June
30, 2005
net transfers to other savings plans were
$63,835.
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June
30,
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2005
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2004
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Interest
in Certus Fund
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$43,404,892
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$44,009,211
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Dominion
Stock Fund
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45,121,367
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42,471,344
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Investments
at Fair Value:
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Mutual
Funds (Equity Securities)
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$
306,309
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Dominion
Stock Fund
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6,707,860
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Investments
at Estimated Fair Value:
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Common/Collective
Trusts
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645,565
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Total
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$7,659,734
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4.
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PLAN
TERMINATION
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June
30,
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|||
2005
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2004
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Diversified
Equity Fund
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$4,057,317
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$3,980,191
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Money
Market Fund
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158,123
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152,082
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Total
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$4,215,440
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$4,132,273
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Year
Ended
June
30, 2005
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Corporate
Stocks
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$304,970
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Net
investment appreciation
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304,970
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Interest
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13,974
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Dividends
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74,558
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Total
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$
393,502
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June
30,
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||||
2005
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2004
|
|||
Guaranteed
Investment Contracts (contract value)
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$ 593,732,255
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$ 565,421,997
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Registered
Investment Companies
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11,192,981
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10,714,250
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Short-term
Investment Fund (estimated fair value)
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15,957,133
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12,832,455
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Interest
Receivable
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2,196,619
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2,218,386
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Payables
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(159,075)
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(151,097)
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Total
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$ 622,919,913
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$ 591,035,991
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Registered
investment companies
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$
500,513
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Net
investment appreciation
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500,513
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Interest
|
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27,168,806
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Less
investment expenses
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(1,388,256)
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Total
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$26,281,063
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Certus
Stable Value Fund
|
Large
Cap Value Fund
|
EB
Mellon Total Return Fund
|
Dresdner
Large Cap Growth Fund
|
Capital
Guardian Balanced - Conservative
|
Small
Cap Value Fund
|
Capital
Guardian Balanced - Moderate
|
Small
Cap Growth Fund
|
Capital
Guardian Balanced - Aggressive Growth
|
Euro
Pacific Growth Fund
|
Mellon
S&P 500 Index Daily Fund
|
Real
Estate Fund
|
Wilshire
4500 Index Fund
|
Dominion
Stock Fund
|
Description
|
Value
|
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Dominion
Resources, Inc., Common Stock*
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$ 45,121,367
|
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Interest
in Master Trusts
|
|||
Diversified Equity Fund
|
4,057,317
|
||
Money
Market Fund*
|
158,123
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Certus
Stable Value Fund*
|
43,404,892
|
||
47,620,332
|
|||
Common/Collective
Trusts
|
|||
EB
Mellon Total Return Fund*
|
362,550
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Mellon
S&P 500 Index Daily Fund*
|
4,549,845
|
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EB
Temporary Investment Fund*
|
33,152
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Capital
Guardian Balanced - Conservative
|
204,012
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Capital
Guardian Balanced - Moderate
|
1,047,721
|
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Capital
Guardian Balanced - Aggressive Growth
|
2,417,128
|
||
8,614,408
|
|||
Mutual
Funds
|
|||
Euro
Pacific Growth Fund
|
1,903,664
|
||
Small
Cap Value Fund
|
2,863,388
|
||
4,767,052
|
|||
Loans
to Participants (range of interest rates - 5.25%-7.00%)
|
491,848
|
||
Total
Assets Held for Investment
|
$106,615,007
|
Shares/
Par
Value
|
Security
Description
|
Number
of Transactions
|
Cost
of
Purchases
|
Proceeds
From
Sales
|
Costs
of
Assets
Disposed
|
Gain/
(Loss)
|
181,985
|
Dominion
Res. Inc.
Common
Stock*
|
107
|
$
12,652,610
|
$
-
|
$
-
|
$
-
|
239,990
|
Dominion
Res. Inc.
Common
Stock*
|
124
|
-
|
16,673,465
|
12,420,771
|
4,252,694
|
9,665,738
|
EB
Temporary Invt FD
|
147
|
9,655,738
|
-
|
-
|
-
|
9,655,107
|
EB
Temporary Invt FD
|
101
|
-
|
9,655,107
|
9,655,107
|
-
|
581,546
|
Mellon
S&P 500 Index
Daily
Fund*
|
47
|
5,206,068
|
-
|
-
|
-
|
109,838
|
Mellon
S&P 500 Index
Daily
Fund*
|
39
|
-
|
1,042,944
|
977,980
|
64,964
|
*
A
party-in-interest as defined by
ERISA.
|
THRIFT
PLAN OF THE PEOPLES NATURAL GAS COMPANY
FOR
EMPLOYEES REPRESENTED BY
UNITED
GAS WORKERS UNION,
LOCAL
69 - DIVISION I, SEIU,
AFL-CIO
(name
of plan)
|
Date:
December 22, 2005
|
/s/
Anne M.
Grier
|
Anne
M Grier
Chair,
Dominion Resources, Inc.
Administrative
Benefits Committee
|
|