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On May 19, 1983, Virginia Electric and Power Company ("Vepco'O consummated a corporate reorganization whereby a new holding company. Dominion Resources, Inc., ("Dominion") was created, which now holds all outstanding Vepco stock. By order entered September 6, 1983, in Case No. PUE 830060, the Commission found that Dominion's plans for the reorganized corporate structure of Vepco and its impact upon future operations of Vepco should be thoroughly investigated to determine possible and probable effects upon ratepayers. As th* Initial step In this Investigation, the Commission directed Vepco ar)d Dominion to file certain preliminary Information on the reorganization and the present and proposed operations of the various subsidiaries of Dominion, existing and projected.
Vepco and Dominion filed their response to the Commission's order on September 20, 1983. The filing indicates that current organizational plans of Dominion include the possible establishment of the following subsidiaries: a natural resource exploration company, a company to pursue development of a coal slurry pipeline, a company or companies to own Dominion's share of jointly owned electric generating companies to provide energy to Vepco under contract, and a company to administer the charitable programs of, and make grants for. Dominion, Vepco, and the other subsidiaries as they are created. Dominion Resource Services, Inc. ("Services"), an existing subsidiary of Dominion, is intended to provide staff and support services to Vepco and other Dominion subsidiaries.
On September 23, 1983, Vepco, Services, and Virginia Natural Gas, Inc. ("VNG") filed an application (assigned Case No. PUE 830062) with the Commission requesting authorization under Chapters 3, 4, 5, ana 10.1 of Title 56 of the Code of Virginia to implement the transactions and arrangements detailed in the application. These transactions and arrangements include: (1) the transfer of Vepco's gas division Into VNG, which initially will be established as a Vepco subsidiary, (2) the transfer of the shares of VNG common stock from Vepco to Dominion by means of a dividend, thereby making VNG a subsidiary of Dominion, (3) the transfer to Dominion of the common stock of Virginia Nuclear, Inc. ("VNI") held by Vepco by means of a dividend, thereby making VNI a subsidiary of Dominion, (4) establishment of the capital structure of VNG to reflect the same percentage of common stock, preferred stock, and debt as the capital structure of Vepco at the date of reorganization, (5) the approval of service agreements between Vepco and Services, VNG and Services, and Vepco and VNG, (6) the transfer of Vepco employees to Services to perform the staff functions being transferred to Services, (7) the granting of certificates of public convenience and necessity to VNG to serve the territory presently served by the gas division of Vepco. The companies filed a supplement to their application on September 30, 1983, and filed testimony in support of their application on October 4 and December 16, 1983.
To enable Dominion Resources, Inc to function on the day of its inception, the Commission, by Interim Order filed on May 18, 1983, in Case No. PUA830021, authorized Vepco to furnish necessary services to Services and thus to Dominion in the manner set forth in the Amended Aoplicatlon and service agreement filed by Vepco and Dominion in that proceeding on April 22, 1983. The Commission also provided that the Interim Order would be superseded by a final order after the issues had been fully considered.
By order filed April 27, 1984, the Commission consolidated the three proceedings in Case No. PUE830060 and scheduled a public hearing before a Hearing Examiner to begin at 10:00 a.m. on October 23, 1984, in the Commission's Courtroom, 13th Floor, Jefferson Building, Bank and Governor Streets, Richmond, Virginia to receive evidence relevant to all matters related to the corporate reorganization of Vepco. The order stated that the following areas of inquiry are of particular Interest to the Commission:
(a) Is It in the public Interest for Vepco to vertically disintegrate (partially or completely) so that all, or any portion thereof, of the generating capacity required to serve
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