SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: September 10, 2002
(Date of earliest event reported)
Virginia Electric and Power Company
(Exact name of registrant as specified in its charter)
Virginia 1-2255 54-0418825
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
701 East Cary Street
Richmond, Virginia 23219
(804) 819-2000
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On September 10, 2002, Virginia Electric and Power Company (the Company) entered
into a distribution agreement (the Distribution Agreement) with Goldman, Sachs &
Co., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, and Salomon Smith Barney Inc. as Agents named
in the Distribution Agreement for the sale of up to U.S. $1,600,000,000
aggregate principal amount of the Company's Medium-Term Notes, Series H. A copy
of the Distribution Agreement, including exhibits, is filed as Exhibit 1 to this
Form 8-K.
A copy of the Seventh Supplemental Indenture to the Company's June 1, 1998
Indenture, pursuant to which the Company's Medium-Term Notes, Series H will be
issued, is filed as Exhibit 4.4 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
1 Distribution Agreement, dated September 10, 2002, between the Company and
Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley & Co. Incorporated, and Salomon Smith
Barney Inc. as Agents named in the Distribution Agreement.
4.1 Form of Senior Indenture, dated as of June 1, 1998, between the Company and
JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
Trustee (Exhibit 4(ii) to Form S-3 Registration No. 333-47119, as filed on
February 27, 1998, incorporated by reference).
4.2 The form of the Company's Fixed Rate Medium-Term Note (included as Exhibit
A to the Seventh Supplemental Indenture filed herewith as Exhibit 4.4).
4.3 The form of the Company's Floating Rate Medium Term Note (included as
Exhibit B to the Seventh Supplemental Indenture filed herewith as Exhibit
4.4).
4.4 Seventh Supplemental Indenture, dated as of September 1, 2002, to the
Indenture pursuant to which the Medium-Term Notes, Series A will be issued.
4.5 Exchange Rate Agent Agreement, dated as of September 10, 2002, between the
Company and JPMorgan Chase Bank.
4.6 Calculation Agent Agreement, dated September 10, 2002, between the Company
and JPMorgan Chase Bank.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (continued)
Exhibits (continued)
5 Tax Opinion of McGuireWoods LLP with respect to the medium-term note
prospectus supplement, dated September 10, 2002.
12 Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference to Exhibit 12.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2002, File No. 1-2255).
23 Consent of McGuireWoods LLP (included in Exhibit 5)
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 thereunto duly authorized.
VIRGINIA ELECTRIC AND POWER COMPANY
Registrant
/s/ James P. Carney
---------------------------------
James P. Carney
Assistant Treasurer
Date: September 11, 2002