THE VIRGINIAN-PILOT
Copyright (c) 1994, Landmark Communications, Inc.
DATE: Wednesday, July 13, 1994 TAG: 9407130431
SECTION: BUSINESS PAGE: D6 EDITION: FINAL
SOURCE: By TOM SHEAN, STAFF WRITER
LENGTH: Short : 50 lines
Five members of the Dominion Resources Inc. board of directors, including two former chairmen, issued a blistering rebuttal Tuesday to Dominion's recent explanation of a boardroom battle.
The five dissenting directors said Dominion seriously misrepresented its attempts to negotiate a compromise between Thomas E. Capps, Dominion's chairman, president and chief executive officer, and James T. Rhodes, president of Dominion subsidiary Virginia Power.
They also accused Capps of interfering in the utility's affairs.
The split among Dominion's 15 directors became public June 17 when the Virginia State Corporation Commission ordered an investigation into ties between Dominion and its electric utility subsidiary. The SCC expressed concern in its order that turmoil on the Dominion board could threaten the reliability of Virginia Power's service to customers.
Virginia Power, the state's largest electric utility, serves more than 1.8 million customers in Virginia and northeastern North Carolina.
In its July 5 response to the SCC, Dominion contended that one faction of board members sought to replace Capps as chairman. Dominion also argued that the SCC had no grounds for involving itself in the dispute.
But the five dissenting directors said Tuesday DRI has also ``improperly attributed to us motives that DRI must know are contrary to fact.''
Dominion described an inability of Capps and Rhodes to work together and a threat by Rhodes to take early retirement unless there were a change in his reporting relationship to the Dominion board.
In putting together a compromise for Capps and Rhodes, ``we were in no way seeking to wrest control of DRI from Tom Capps,'' the dissenting directors said Tuesday.
``Instead, we were simply trying to address Capps' long history of interfering in the management and operations of Virginia Power in a manner which caused him to alienate a significant portion of Virginia Power's senior management.''
The 14-page document was signed by William W. Berry, a retired Dominion CEO who stepped down as Dominion's chairman in 1992, and by T. Justin Moore Jr., who had stepped down as chairman in 1985.
Other directors who signed it were Bruce C. Gottwald, chairman of the Richmond-based chemical manufacturer Ethyl Corp.; James F. Betts, a Richmond management consultant and retired president of an insurance company; and James Rhodes. by CNB