THE VIRGINIAN-PILOT
Copyright (c) 1994, Landmark Communications, Inc.
DATE: Thursday, July 28, 1994 TAG: 9407280494
SECTION: BUSINESS PAGE: D1 EDITION: FINAL
SOURCE: By TOM SHEAN, STAFF WRITER
LENGTH: Short : 50 lines
Virginia Power asked state regulators Wednesday to block its parent company from ousting three directors from the electric utility's board and changing its bylaws.
By firing the directors and revising Virginia Power's bylaws, Dominion Resources Inc. violated a 1986 order that assured a measure of independence to the utility's board, Virginia Power said in its filing with the State Corporation Commission.
It also asked for an emergency hearing.
Virginia Power's motion for an injunction against Dominion Resources is the latest salvo in the ongoing and increasingly bitter struggle between the utility and its parent. Concern over the feud spurred the SCC to launch an investigation June 17 into relations between the Richmond-based holding company and its subsidiary.
The SCC expressed concerns that the dispute might prompt an exodus of Virginia Power's senior managers and threaten the reliability of customer service.
On Tuesday, the dispute escalated when Richmond-based Dominion dismissed Virginia Power board members William W. Berry, James F. Betts and William G. Thomas.
Dominion accused Berry and Thomas of attempting a takeover of the Dominion board.
But Virginia Power contended in its filing with the SCC Wednesday that Berry, Betts and Thomas had been dismissed because they displayed independent business judgment and ``refused to acquiesce in Dominion Resources' directions on important management decisions.''
``Neither Betts, Berry, Thomas nor any member of the Virginia Power board has in any way acted contrary to the best interests of Virginia Power, its customers, or ultimately, its sole shareholder, Dominion Resources.''
By ousting Berry, Betts and Thomas, Dominion also removed key members of a special committee at Virginia Power that had been created to resolve the dispute among Dominion directors.
In its motion to the SCC, Virginia Power portrayed Dominion chairman and CEO Thomas E. Capps as someone who insisted on absolute loyalty and thwarted the efforts of Virginia Power directors to communicate with state regulators.
Unless Dominion is blocked, ``Virginia Power will be managed in the manner Dominion Resources sees fit, and Dominion Resources' interests are not the same as Virginia Power's,'' the motion stated. by CNB