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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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WASHINGTON GAS LIGHT COMPANY
(Exact name of Registrant as specified in its charter)
District of Columbia and Virginia 53-0162882
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1100 H Street, N.W.
Washington, D.C. 20080
(703) 750-4440
(Address of Registrant's Executive Offices)
DOUGLAS V. POPE, Secretary
Washington Gas Light Company
1100 H Street, N.W.
Washington, D.C. 20080
202-624-6395
(Name, address, including zip code and telephone number,
including area code of agent for service)
Approximate date of commencement of proposed sale to the public: July 21, 1995
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / X /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plan. Check the following box. / /
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum Amount of
Title of each class of to be offering price aggregate registration
securities to be registered registered per unit (1) offering price (1) fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $1 par value. . . . . 1,600,000 shares $18.25/sh $29,200,000 $10,068.97
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</TABLE>
(1) This registration fee has been calculated pursuant to Rule 457(c) on
the basis of the average high and low prices of the Company's common
stock on the New York Stock Exchange on July 14, 1995.
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<TABLE>
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SEE QUESTION(S) PAGE(S)
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<S> <C> <C>
For information on:
How dividend reinvestment works 1-10 4-6
Eligibility to participate 11 6
Methods of Participation 12-17 6-8
Cost to participate 18 8
Price per share 19,20 8-9
Reports 21 9
Dividends, Certificates and Safekeeping 22-25 9-10
Withdrawal from the Plan 26-28 10
Tax consequenses 29,30 11
Other information 31-34 11-12
Changes in plan 35 12
Voting shares 36 12
</TABLE>
FOR INFORMATION REGARDING THE PLAN CONTACT:
Investor Relations Department
The Bank of New York
P.O. Box 11258
Church Street Station
New York, NY
10286-1258
1-800-524-4458
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offering made by this Prospectus; and if given or made such
information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offering of
any securities other than those to which it relates or an offering of those
securities in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.
WASHINGTON
GAS LIGHT
COMPANY
DIVIDEND
REINVESTMENT
AND
COMMON STOCK
PURCHASE PLAN
==========================================
P R O S P E C T U S
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P R O S P E C T U S
WASHINGTON GAS LIGHT COMPANY
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
The Dividend Reinvestment and Common Stock Purchase Plan (Plan) of Washington
Gas Light Company (Company or WGL) provides holders of its common stock and
preferred stock and employees with a convenient method of purchasing common
stock of the Company. While holders of all classes of the Company's stock may
participate, the Plan provides for the purchase of common stock only.
Participants in the Plan may:
- - - automatically reinvest dividends on all or a portion of their common stock
and preferred stock in shares of common stock of the Company and/or
- - - make optional cash payments of between $25 and $20,000 per quarter.
Employees of the Company may also participate in the Plan and purchase shares
of common stock through payroll deductions.
All dividends on shares credited to a participant's account under the Plan
will be automatically applied to the purchase of additional shares of common
stock.
Common stock purchased with reinvested dividends and optional cash payments
may be, at the option of the Company, either newly issued shares (Original
Issue Shares) or shares purchased in the open market (Open Market Shares) by an
agent independent of the Company (Independent Agent).
For Original Issue Shares, the purchase price will be the average of the high
and low prices for the Company's common stock as published in The Wall Street
Journal report of New York Stock Exchange Composite Transactions on the last
trading day of each month (Pricing Date). If shares issued under the Plan are
acquired in the open market, the price of such shares will be the weighted
average price at which the Independent Agent acquires the shares for the
purchase during an Investment Period, as described further in this prospectus,
including any brokerage commissions and service charges.
This Prospectus relates to 1,600,000 authorized and unissued shares of the
Company's common stock registered under the Plan and any remaining authorized
and unissued shares of the Company previously registered for sale under the
Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 21, 1995.
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AVAILABLE INFORMATION
The Company is subject to the information re-quirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission ("Commission").
Information, as of particular dates, concerning directors and officers, their
remuneration, the principal holders of securities of the Company and any
material interest of such persons in transactions with the Company is disclosed
in proxy statements distributed to the stockholders of the Company and filed
with the Commission. These proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 5th St., N.W., Washington, D.C., 20549; and at the
Commission's regional offices at Citicorp Center, 500 West Madison St., Suite
1400, Chicago, Illinois 60661 and at 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can also be obtained at prescribed
rates from the Public Reference Section of the Commission at its principal
office at 450 5th St., N.W., Washington, D.C. 20549. In addition, such reports,
proxy statements and other information concerning the Company can be inspected
and copied at the offices of the New York Stock Exchange (New York, New
York) and the Philadelphia Stock Exchange (Philadelphia, Pennsylvania).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities and Exchange
Commission are incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K for the year ended September 30, 1994;
(b) the Company's quarterly reports on Form 10-Q for the quarters ended
December 31, 1994 and March 31, 1995;
(c) the Company's reports on Form 8-K filed February 3, 1995 and June 23,
1995;
(d) The description of the common stock contained in the Company's
Registration Statement on Form S-3 (No. 33-24930 filed under the Securities Act
of 1933).
All documents subsequently filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934, prior to the termination of the
offering of the common stock pursuant to the Plan covered by this Prospectus,
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of the filing of such documents.
The Company hereby undertakes to provide without charge to each person to whom
a copy of the Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Written or oral requests for such copies
should be directed to: Shareholder Services, Washington Gas Light Company, 1100
H Street, N.W., Washington, D.C. 20080; 1-202-624-6026 or 1-800-221-WGAS (toll
free).
THE COMPANY
Incorporated in 1848, Washington Gas Light Company provides natural gas service
to metropolitan Washington, D.C. and adjoining areas of Maryland and Virginia,
a territory that has a population of approximately 4.4 million. The Company is
engaged, either directly or through subsidiary companies, in natural gas
distribution and storage. In addition, the Company has investments in real
estate and exploration and production.
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The Company is incorporated in the District of Columbia and in the
Commonwealth of Virginia, and is qualified to conduct business in the State of
Maryland. Principal executive offices are located at 1100 H Street, N.W.,
Washington, D.C. 20080 (telephone (703) 750-4440).
USE OF PROCEEDS
Proceeds from sales of original issue shares under the Plan will be added to
the working capital of the Company and will be available for general corporate
purposes, including the Company's construction program. The Company has the
option to acquire shares for operation of the Plan in the open market or by
negotiation, in which case no proceeds will be available for such general
corporate purposes.
DESCRIPTION OF THE PLAN
The Plan was implemented by the Company in 1981 and has been amended from time
to time.
THE FOLLOWING QUESTIONS AND ANSWERS EXPLAIN THE PROVISIONS OF THE PLAN.
PURPOSE
1. What is the Purpose of the Plan?
The Plan provides holders of the Company's common stock and preferred stock and
employees with a convenient and economical method of investing cash dividends
and/or optional cash payments in shares of common stock of the Company. In
addition, employees may invest through payroll deduction. To the extent that
shares distributed by the Plan are original issue shares, WGL will receive
additional funds for use in its continuing construction program and for general
corporate purposes.
ADVANTAGES
2. What are the Advantages of Participating in the Plan?
(a) No commission or service charge is paid by participants in connection with
purchases of original issue shares under the Plan. (See Question 18 regarding
certain other expenses in connection with participation under the Plan.)
(b) Full investment of funds is possible under the Plan because whole and
fractional shares are credited to a participant's account. In addition,
dividends paid on whole and fractional shares will be reinvested in shares of
common stock under the Plan.
(c) Safekeeping of shares credited to a partici-pant's account is assured since
certificates for such shares are not issued unless requested by the
participant.
(d) A statement of the participant's account is furnished after each dividend
or cash transaction, providing simplified recordkeeping.
ADMINISTRATION
3. Who Administers the Plan?
The Bank of New York (The Administrator) administers the Plan for participants,
maintains records, sends statements of participants' accounts and performs
other duties relating to the Plan. The Company will also select an Independent
Agent to act on behalf of the Company to purchase any shares of common stock
which may be acquired in open market transactions and to sell shares pursuant
to requests by participants. Shares of common stock purchased under the Plan
will be registered in the name of a nominee(s) for participants in the Plan.
See Question 12 for the address and phone number of the Administrator.
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DIVIDEND REINVESTMENT
4. How does Dividend Reinvestment Work?
SHAREHOLDERS OF RECORD
If a shareholder has elected to reinvest dividends, the Administrator will
invest the dollar amount of the dividends in WGL common stock for the
shareholder's account, instead of sending the dividends to the shareholder.
Regardless of the method of participation chosen, all cash dividends on shares
held in the Plan for all shareholders and for all participating employees are
automatically reinvested in additional shares of WGL common stock.
STREET NAME SHAREHOLDERS
Investors who hold Company common stock or preferred stock in the name of a
stockbroker or nominee (in "street name") can participate in the Plan, as
discussed in Question 12. In such a case, the Administrator will reinvest
dividends on shares held by the investor in the Plan, but the Administrator
will not be able to reinvest dividends which are paid on the shares held in
street name.
5. When will Dividends be Reinvested?
Dividends on common and preferred stock are normally paid on or about the first
day of February, May, August, and November (Dividend Payment Dates). Dividends
will be invested in Original Issue Shares as of the Dividend Payment Dates.
Dividends will be invested in Open Market Shares by the Independent Agent
during the month beginning with a Dividend Payment Date and ending with the
last trading day of the month. The timing and conditions of investments in Open
Market Shares are under the sole control of the Independent Agent. See Question
20 for information on the price at which dividends are reinvested.
Dividends are paid to Stockholders of record on record dates established by
the Board of Directors. Generally, those record dates are January 10, April
10, July 10 and October 10 of each year. These record dates may vary due to
weekends and holidays.
6. May a Shareholder Reinvest Dividends on Less than All Common Shares
Registered in the Shareholder's Name in a Single Account?
Yes. However, to take advantage of partial reinvestment, a shareholder must
elect to reinvest dividends on a minimum of 100 common shares and dividends on
all preferred shares must be reinvested.
If the shareholder's common stock share balance drops below the level
authorized for partial reinvestment, dividends on the entire share balance will
be reinvested.
Dividends on all shares held by the Administrator in a Shareholder's Plan
account will always be reinvested.
7. If a Participant in the Plan buys Additional Shares of WGL common stock,
will Dividends on these Shares Automatically be Reinvested?
Yes, as long as the shareholder has elected full reinvestment of dividends on
all shares and the new shares are registered in the exact same name (including
address and initials) as the old shares.
OPTIONAL CASH PAYMENTS
8. How do Optional Cash Payments Work?
The option to make cash payments is available to all participating shareholders
and employees. Any number of optional cash payments may be made in each
quarter, but payments may not be less than $25 per payment nor aggregate more
than $20,000 per quarter. The same amount of money need not be sent each
quarter, and there is no obligation to make an optional cash payment each
quarter.
Optional cash payments should be accompanied by cash payment forms which are
attached to
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the statement of account and which also may be requested from the
Administrator.
All optional cash payments must be sent by check or money order in U.S.
Dollars and made payable to The Bank of New York, and identified as a payment
to the Washington Gas Light Company Dividend Reinvestment Plan. Checks not
drawn on a U.S. Bank are subject to collection, and collection will be invested
in the next investment date after collection of funds has been made. Third
Party checks are not accepted by the Administrator and will be returned to the
participant.
A shareholder or employee may make an optional payment when enrolling by
enclosing with the Shareholder Authorization Form a check payable to The Bank
of New York.
9. When will Optional Cash Payments be Invested?
Optional cash payments will be invested on the first trading day of every month
(Purchase Date) for Original Issue Shares. If optional cash payments are
invested in Open Market Shares, investments may be made during the month
beginning with the first trading day of the month and ending with the last
trading day of the month (Investment Period).
See Question 20 for information on the price at which optional cash payments
are invested.
All optional cash payments to be invested on the next Purchase Date or during
the next Investment Period must be received by the Administrator no later than
the 25th day of the month, or if the 25th day of the month is a Saturday,
Sunday or holiday, by the previous business day. OPTIONAL CASH PAYMENTS
RECEIVED AFTER THE CASH DEADLINE WILL BE INVESTED ON THE NEXT SUCCEEDING
PURCHASE DATE OR DURING THE NEXT INVESTMENT PERIOD.
Since no interest will be paid by the Administrator or the Independent Agent
on optional cash payments, it is strongly recommended that optional cash
payments be sent shortly before the cash deadline, allowing sufficient time to
ensure that the payment is received by the Administrator prior to the deadline.
10. May a Participant Withdraw Optional Cash Payments?
A participant may withdraw optional cash payments by sending written notice to
the Administrator. Notice must be received by the Administrator by the 25th of
the month in which the payment was received.
PARTICIPATION
11. Who is Eligible to Participate in the Plan?
All holders of shares of preferred and common stock and employees are eligible
to participate in the Plan.
12. How may Shareholders or Employees Join the Plan?
SHAREHOLDERS OF RECORD
A shareholder of record may join the Plan at any time by completing the
Shareholder Authorization Form and returning it to the Administrator. A
Shareholder Authorization Form may be obtained by shareholders of record by
contacting the Administrator at the address indicated at the end of this
question.
If the completed Shareholder Authorization Form returned by a shareholder of
record is received by the Administrator on or before the record date for the
next dividend, that dividend will be invested in additional shares of common
stock for the shareholder. If the Shareholder Authorization Form is received
by the Administrator after the record date, that dividend will be paid in cash
and investment will begin with the next dividend.
SHAREHOLDERS IN STREET NAME
Investors who hold Company stock in the name of a stockbroker or nominee (in
"street name") can join the Plan by providing the following documentation and
initial investment: (i) a
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completed Shareholder Authorization Form; (ii) evidence of current ownership of
Company stock in street name; (iii) an initial investment of a minimum of $25,
and a maximum of $20,000. These documents and initial investment should be
sent to the Administrator at the address shown later in this question. The
initial investment will be invested in the manner described in Question 9, and
it will be the method for opening a Plan account for the street name
shareholder.
Following this initial investment, dividends on shares held in the Plan
account will be automatically reinvested. The Administrator cannot reinvest
dividends paid on shares in street name.
EMPLOYEES
Employees may join the Plan through an initial cash payment or payroll
deduction. To join through an initial cash payment a Shareholder Authorization
Form must be completed and returned to Shareholder Services along with a check
(between $25 and $20,000) made payable to Bank of New York and note "Washington
Gas" on the check. To participate through payroll deductions, employees must
complete and return to Shareholder Services a Payroll Deduction Form and a
Shareholder Authorization Form. The minimum payroll deduction is $2.00 per pay
period. The maximum cash investment allowed per quarter is $20,000.
ADDRESSES FOR FORMS
Shareholder Authorization Forms may be obtained by contacting Shareholder
Services, toll free at 1-800-524-4458 or you may request forms by writing to:
REQUEST FORMS FROM: RETURN FORMS TO:
The Bank of New York The Bank of New York
Investor Relations Department Dividend Reinvestment Dept.
P.O. Box 11258 P.O. Box 1958
Church Street Station Newark, NJ 17101-9774
New York, NY 10286-1258
13. What does the Shareholder Authorization Form Provide?
SHAREHOLDERS
The Shareholder Authorization Form allows each shareholder to select the method
of participation. Shareholders may participate in the Plan by selecting one of
the following options:
(1) Full Dividend Reinvestment. This election will automatically reinvest
dividends on all shares of common and serial preferred stock held by a
participant. participants may also make optional cash payments of between $25
and $20,000 per quarter, or
(2) Partial Dividend Reinvestment. This election will automatically reinvest
dividends on a minimum of 100 shares of common and all shares of serial
preferred stock, and, if desired, make optional cash payments of between $25
and $20,000 per quarter, or
(3) Optional Cash Payments Only. Under this election, participants may make
optional cash payments of between $25 and $20,000 per quarter without
reinvesting dividends on the shares held by the participant. Dividends on
shares held in the Plan are reinvested.
EMPLOYEES
Employees may participate in the Plan by one of two methods:
(1) Payroll Deduction and Optional Cash Payments. Under this method, employees
purchase shares of common stock through payroll deductions that are $2.00 or
more per pay period. Cash payments of $25 or more may also be made. The
maximum cash investment allowed per quarter is $20,000. Deductions will not be
made on any fifth pay period of any calendar month.
(2) Initial Cash Payment and Optional Cash Payments. Under this method,
employees make an initial cash payment of between $25 and
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$20,000 and optional cash payments may be made as frequently as monthly. The
maximum cash investment per quarter is $20,000.
It should be remembered that regardless of the option a participant selects,
the Administrator will reinvest cash dividends paid on shares of common stock
credited to the participant's Plan account.
(Questions 14 through 17 apply only to employee participation.)
14. May an Employee Establish More Than One Account Through Payroll Deduction?
No. Each employee may establish only one account. The account must be in the
employee's name, and one joint owner may be specified.
15. How can an Employee Change a Payroll Deduction?
The amount of payroll deduction can be changed by completing a Payroll
Deduction Form and returning it to Payroll Accounting. The change will be
effective on the first pay period of the month following the month in which the
written notice is received by Payroll Accounting.
16. How can an Employee Terminate Payroll Deduction?
An employee can terminate a payroll deduction at any time by completing a
Payroll Deduction Form and returning it to Payroll Accounting. An employee who
discontinues payroll deduction cannot resume payroll deduction for a period of
three calendar months following the date deductions are discontinued.
Shareholder Services will forward any requests for issuance of shares or sale
of shares to the Administrator.
17. When will Payroll Deductions be Invested?
Payroll deductions will be invested in Original Issue Shares on the first
trading day of the month following deduction. If Open Market Shares are used,
payroll deductions will be invested during the next succeeding Investment
Period. The price of the shares will be determined as described in Question
20.
COSTS
18. Are there any Expenses in Connection with Participation under the Plan?
There are no brokerage fees when Original Issue Shares are purchased under the
Plan. If the Company elects to purchase shares on the open market, a brokerage
commission will be charged to participants for such transactions. The
commission will be reflected in the purchase price of the stock. This fee has
not yet been determined, but is expected to be between 5 cents and 10 cents
per share.
A brokerage fee will be charged if shares are sold from the Plan (See Question
28). This fee can change from time to time, but it generally is between 5 cents
and 10 cents per share sold.
PURCHASES
19. How Many Shares of Common Stock will be Purchased for a Participant?
A participant's account will be credited with the number of shares of common
stock, including fractions reported to four decimal places, equal to the total
amount invested divided by the applicable purchase price, including any
brokerage fees.
20. What will be the Per Share Price of Common Stock Purchased with Dividends
and Optional Cash Payments under the Plan?
For Original Issue Shares, the per share price of common stock purchased from
the Company under the Plan will be the average of the high and low prices for
the Company's common stock as published in The Wall Street Journal report of
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New York Stock Exchange Composite Transactions on the last trading day of each
month (Pricing Date) immediately prior to the Purchase Date or Dividend Payment
Date. This method of pricing applies to both the purchase of shares by
reinvested dividends and to shares purchased by optional cash payments.
At the option of WGL, shares issued under the Plan may be acquired in the open
market or through negotiated transactions rather than through original issue by
the Company. The price of shares acquired in this manner will be the weighted
average price at which the Independent Agent acquires the shares during the
Investment Period, plus a brokerage commission. This pricing method applies to
both reinvestment of dividends and optional cash payments.
REPORTS TO PARTICIPANTS
21. How will Participants be Advised of their Purchase of Stock?
As soon as practicable after each purchase, a participant will receive a
statement of account. These statements are a participant's continuing record
and should be retained for tax purposes. In addition, each participant will be
sent copies of the communications sent to other shareholders, including the
Company's quarterly financial reports, annual report, notice of annual meeting
and proxy statement, and income tax information for reporting dividends paid.
DIVIDENDS
22. Will Participants be Credited with Dividends on Fractions of Shares?
Participants will be credited with the amount of dividends attributable to
fractions of shares in their accounts under the Plan and these dividends will
be reinvested.
CERTIFICATES FOR SHARES
23. Will Certificates be Issued for Shares of Common Stock Purchased?
Normally, certificates for shares of common stock purchased under the Plan will
not be issued to participants. The number of shares credited to a participant's
account under the Plan will be shown on the participant's statement of account.
This convenience protects against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to an account under the
Plan will be issued upon the written request of the participant to the
Administrator, and issuance of such certificates will not terminate
participation in the Plan. Any remaining full shares and fraction of a share
will continue to be credited to the participant's account. Certificates for
fractions of a share will not be issued under any circumstances.
Shares credited to the account of a participant under the Plan may not be
pledged as collateral or otherwise transferred. A participant who wishes to
pledge or transfer such shares must request that certificates for such shares
be issued in the participant's name.
PLEASE UTILIZE THE TEAR OFF SLIP ATTACHED TO THE BOTTOM OF YOUR DRP STATEMENT.
THIS TEAR OFF SLIP WILL HELP TO EXPEDITE YOUR REQUEST.
24. Does the Plan provide for "Safekeeping" of certificated shares held by the
"Shareholder"?
A Plan participant may forward certificates in his or her possession to the
Administrator accompanied by a letter directing the Administrator to deposit
the shares into the participant's Plan account. Please see Question 12 for
Dividend Reinvestment address. The letter must be signed by the holder or
holders of the certificated shares exactly as the name appears on the
certificate
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It is recommended that these certificates be sent by registered mail and
insured for a value of 2% of the current market price of the stock. This is the
premium charged by the bonding company to replace the certificates if they are
lost.
25. In Whose Name will Certificates be Issued?
Accounts under the Plan are maintained in the name or names in which the
account was opened. Consequently, certificates for whole shares issued upon the
request of participants will be issued in the same name(s).
WITHDRAWAL
26. When May a Participant Withdraw or Change Participation Method?
A participant may withdraw from the plan or change a method of participation by
notifying the Administrator. HOWEVER, A PARTICIPANT MAY NOT WITHDRAW FROM THE
PLAN OR CHANGE THE METHOD OF PARTICIPATION BETWEEN THE RECORD DATE AND THE
PAYMENT DATE FOR A DIVIDEND. Both participants in a jointly-owned account must
notify the Administrator in writing to make a change or withdrawal. See
Question 5 for record date information.
All optional cash payments not yet invested by the Administrator for a
withdrawing participant will be returned to the participant. Shareholders of
record may re-enroll at any time.
PLEASE UTILIZE THE TEAR OFF SLIP ATTACHED TO THE BOTTOM OF YOUR DRP STATEMENT.
THIS TEAR OFF SLIP WILL HELP TO EXPEDITE YOUR REQUEST.
27. How Can an Employee Withdraw from the Plan?
An employee may withdraw from the plan or change participation method by
notifying the Administrator in writing or by completing and signing the
tear-off portion of the Dividend Reinvestment Statement Authorization Form
(please see Question 12 for Dividend Reinvestment address). Both participants
in a jointly-owned account must sign the request for withdrawal.
An employee who is participating in payroll deduction must contact Payroll
for a Payroll Deduction Form to discontinue or change deductions. Only the
employee needs to sign this form.
An employee may not withdraw from the Plan or change participation method
between the record date and the payment date for a dividend. See Question 5 for
record date information.
Employees who withdraw from the Plan, or discontinue payroll deductions may
not re-enroll for a period of three calendar months following the date on which
payroll deductions are terminated or the employee withdraws from the Plan.
28. What Happens when a Participant Withdraws from the Plan or the Plan is
Terminated?
When a participant withdraws from the Plan, or upon termination of the Plan by
the Company, a participant has three options for receiving the proceeds from
the account. The participant may (i) request that certificates for whole shares
credited to the account under the Plan be issued, and a cash payment be made
for any fraction of a share, or, (ii) request that all of the shares, both
whole and fractional, credited to the account in the Plan, be sold. (iii)
request that some shares be issued in certificate form and the balance of
shares be sold. The sale of the shares will be made for the account of the
participant as soon as practical after receipt by the Administrator. The
participant will receive the proceeds of the sale, less any brokerage
commission. See Question 18 regarding costs.
When a participant withdraws from the Plan or if the Plan is terminated, a
cash payment representing the proceeds from the sale of any fraction of a share
will be mailed directly to the participant. See Question 18 regarding costs.
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FEDERAL INCOME TAXES
29. What are the Federal Income Tax Consequences of Participation in the Plan?
In general, participants in the Plan have the same Federal income tax
obligations with respect to reinvested dividends as with dividends not
reinvested under the Plan. Participants are treated for Federal income tax
purposes as having received, on the dividend payment date, a dividend equal to
the full amount of the cash dividend payable on such date with respect to (1)
the common stock credited to the participant's account under the Plan, and (2)
the shares of common or preferred stock owned directly by the participant (the
dividends from which are reinvested under the Plan). This is required even
though the reinvested dividends are not actually received but are instead
applied to the purchase of additional shares.
The tax basis of shares purchased with reinvested dividends is the amount of
the reinvested dividends. The tax basis per share will equal the price per
share determined as described in Question 20. The holding period for shares
purchased with reinvested dividends begins on the dividend payment date.
Employees of the Company who participate in the payroll deduction aspect of
the Plan will have the same Federal income tax obligations with respect to the
payroll deductions as would otherwise apply if the money were not deducted from
the employee's pay. A participating employee will be treated for Federal
income tax purposes as having received the full amount of wages or salary, even
though the employee actually received that amount less the payroll deductions.
Tax consequences will vary depending on the specific circumstances of each
participant. Specific tax questions regarding participation in the Plan should
be discussed by each participant with their own tax advisor.
30. What Provision is Made for Shareholders whose Dividends are Subject to
Income Tax Withholding?
In the case of foreign shareholders whose dividends are subject to United
States income tax withholding or in the case of domestic shareholders whose
dividends are subject to backup withholding, an amount equal to the dividends
less the amount of any tax required to be withheld will be reinvested in the
Plan. Amounts withheld from shareholder's dividends will be remitted to the
United States Treasury and the respective shareholders will be advised of the
amounts of tax so withheld.
OTHER INFORMATION
31. What Happens if a Participant Sells or Transfers All or a Portion of the
Shares of Common Stock?
If a participant who is reinvesting the cash dividends on all of the common
shares registered in the participant's name disposes of a portion of these
shares, the Administrator will continue to reinvest the dividends on the
remaining shares.
If a participant ceases to be a shareholder of record on the books of WGL, the
Administrator should be given written instructions on disposition of shares
credited to the Plan account. If no instructions are received from the
participant, the Company may, at its option instruct the Administrator to,
either (i) terminate the account by sending a stock certificate to the
Shareholder, or (ii) continue to reinvest the dividends on the shares held in
the Plan account.
32. Does Participation in the Plan Involve Risk?
As with other investments, the value of the participant's investment will
fluctuate from time to time. WGL can not assure a profit or protect against a
loss on the shares purchased under the Plan. The participant bears the risk of
profit or loss on this investment.
<PAGE> 13
12
33. What Happens if WGL Issues a Stock Dividend, Declares a Stock Split or has
a Rights Offering?
Any share distributed by WGL as a stock dividend, or upon a stock split, will
be credited to a partici-pant's account whether the stock is held in the
part-icipant's account or the participant's own name.
If additional shares are authorized and issued through a stock split, stock
dividend or similar transaction, this prospectus shall be deemed to cover such
additional shares.
In a rights offering, a participant's entitlement will be based upon the
participant's total holdings, including shares credited to the participant's
account under the Plan. The proceeds from the sale of stock purchase rights
applicable to the participant's shareholdings, whether held in the Plan or in
the participant's own name, will be credited to the participant's account under
the Plan. The proceeds will then be applied as an optional cash payment to
purchase shares of common stock on the next Purchase Date. Any participants
who wish to be in a position to exercise their rights should request, prior to
the record date of the rights offering, that the Administrator issue
certificates to them.
34. What are the Responsibilities of the Company under the Plan?
The Company or the Administrator will not be liable for any act done in good
faith or for the good faith omission to act including, but not limited to, (a)
any claim of liability arising out of failure to terminate a participant's
account upon such par-ticipant's death prior to receipt of notice in writing of
such death, or (b) with respect to the prices at which shares are purchased for
the participant's account and the times when such purchases are made, or (c)
with respect to any loss or fluctuation in the market value after purchase of
shares.
Transaction processing may be curtailed or suspended between the record date
and payable date for Stock Dividends, Stock Splits and/or Rights Offerings.
35. May the Plan be Changed or Discontinued?
The Company has the right to amend, suspend, modify or terminate the Plan at
any time without the approval of the participants. Notice of any such
amendment, suspension, modification or termination will be sent to all
participants who shall in all events have the right to withdraw from the Plan.
See Questions 26-28.
36. How will a Participant's Plan Shares be Voted at Annual or Special
Meetings of Shareholders?
Each participant will be sent a proxy card and will be entitled to vote any
shares held by the Administrator for the participant's account.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Company provide for indemnification of officers and directors
against expenses, judgments, fines or amounts paid in settlement in the case of
actions, suits or proceedings by reason of being a director or officer, except
in relation to matters as to which the person shall be finally adjudged to have
knowingly violated the criminal law or be liable for willful misconduct in the
performance of the person's duty to the Company.
The Company carries a policy of insurance which, among other things, provides
for payment to the Company of sums expended pursuant to the Company's Bylaws
and indemnification for officers' and directors' liability.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution (Estimated).
The Company estimates that expenses to be incurred and borne by it in
connection with the proposed sale of the Common Stock will, subject to future
contingencies, be:
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,068.97
Stock Exchange Listing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,700.00
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,000.00
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,700.00
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000.00
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,468.97
</TABLE>
Item 15. Indemnification of Directors, Officers, and General Counsel.
The Bylaws of the Company provide for indemnifications of officers and
directors against expenses, judgments, fines or amounts paid in settlement in
the case of actions, suits or proceedings, except in relation to matters as to
which the person shall be finally adjudged to have knowingly violated the
criminal law or be liable for willful misconduct in the performance of the
person's duty to the Company.
The Company carries a policy of insurance which, among other things,
provides for payment to the Company of sums expended pursuant to the Company's
Bylaws and lawful indemnification for liability of officers, directors and the
general counsel.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibits
- - ------- -----------------------
<S> <C>
4 Charter of the Company, as amended; Bylaws of the Company (Incorporated by reference to Exhibit No. 3 to the Company's
Form 10-K for the year 1994; SEC file no. 1-1483).
5 Opinion of John K. Keane, Jr., Esquire re: Legality.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of John K. Keane, Jr., Esquire (included in Exhibit No. 5).
24 Power of Attorney and Certified Board Resolutions.
</TABLE>
Item 17. Undertakings.
(a) Rule 415 offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(I) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
<PAGE> 15
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereto) which, individually or in the aggregate, represents
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement:
Provided, however, that paragraphs (1)(I) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Filings incorporating subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, who is
duly authorized to sign, in the City of Washington, District of Columbia, on
the 21st day of July, 1995.
<TABLE>
<S> <C>
WASHINGTON GAS LIGHT COMPANY
By JAMES H. DeGRAFFENREIDT, JR.
----------------------------------------
James H. DeGraffenreidt, Jr.
President and Chief Operating Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
Signature: Title: Date:
<S> <C> <C>
PATRICK J. MAHER* Chairman of the Board, July 21, 1995
- - ----------------------------- Chief Executive Officer
(Patrick J. Maher) and Director
JAMES H. DeGRAFFENREIDT, JR. President, Chief July 21, 1995
- - ----------------------------- Operating Officer
(James H. DeGraffenreidt, Jr.) and Director
JOSEPH M. SCHEPIS* Senior Vice President July 21, 1995
- - ----------------------------- and Chief Financial Officer
(Joseph M. Schepis) (Principal Financial Officer)
FREDERIC M. KLINE* Controller July 21, 1995
- - ----------------------------- (Principal Accounting Officer)
(Frederic M. Kline)
MICHAEL D. BARNES* Director July 21, 1995
- - -----------------------------
(Michael D. Barnes)
FRED J. BRINKMAN* Director July 21, 1995
- - -----------------------------
(Fred J. Brinkman)
DANIEL J. CALLAHAN, III* Director July 21, 1995
- - -----------------------------
(Daniel J. Callahan, III)
ORLANDO W. DARDEN* Director July 21, 1995
- - -----------------------------
(Orlando W. Darden)
MELVYN J. ESTRIN* Director July 21, 1995
- - -----------------------------
(Melvyn J. Estrin)
SHELDON W. FANTLE* Director July 21, 1995
- - -----------------------------
(Sheldon W. Fantle)
KAREN HASTIE WILLIAMS* Director July 21, 1995
- - -----------------------------
(Karen Hastie Williams)
STEPHEN G. YEONAS* Director July 21, 1995
- - -----------------------------
(Stephen G. Yeonas)
By JAMES H. DeGRAFFENREIDT, JR.
----------------------------------
James H. DeGraffenreidt, Jr.
Attorney-in-Fact
</TABLE>
<PAGE> 17
II-3
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Index Page
- - ------- ------------- ----
<S> <C>
4 Charter of the Company as amended; Bylaws of the Company (incorporated
by reference to Exhibit No. 3 to the Company's Form 10-K for the year
1994, SEC file no. 1-1483).
5 Opinion of John K. Keane, Jr., Esquire.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of John K. Keane, Jr., Esquire (included in Exhibit No. 5).
24 Power of Attorney and Board Resolutions.
</TABLE>
<PAGE> 1
================================================================================
WASHINGTON GAS LIGHT COMPANY
CHARTER
------------------
================================================================================
<PAGE> 2
WASHINGTON GAS LIGHT COMPANY
CHARTER
AS RESTATED AND AMENDED BY ARTICLES OF AMENDMENT
DATED MAY 26, 1958
ARTICLE I
The name of the Company is
WASHINGTON GAS LIGHT COMPANY
ARTICLE II
The duration of the Company shall be perpetual.
ARTICLE III
The purposes for which the Company is organized are:
(A) To manufacture, own, produce, hold, store, buy, sell, lease, deal in,
process, transmit, and distribute (i) gas and products which may have the
characteristics of gas and any by-product thereof for light, heat, power,
and all other purposes, and (ii) appliances, equipment, facilities, and
fixtures appropriate, convenient, incidental or necessary for the use of
such gas, products, or by-products, or for the general corporate purposes of
the Company;
(B) To acquire (by construction, purchase, condemnation, lease or otherwise),
use, maintain, operate, deal in and dispose of, plants, office buildings,
service buildings, land, easements and other rights or interests in, on, to,
or under land, transmission pipelines, distribution pipelines, gas and oil
wells, and all other buildings, machinery, property (real, personal or
mixed) and facilities, and all fixtures, equipment, and appliances,
necessary, appropriate, convenient, or incidental for its corporate
purposes;
(C) To conduct business as a public service company, which business is briefly
described as the purchase, manufacture, production, transmission, storage,
distribution, and sale of gas for light, heat, power, and all other purposes
in the District of Columbia, the Commonwealth of Virginia, the State of
Maryland, and elsewhere; and
(D) To manufacture, transmit, distribute, and sell gas in all parts of the
District of Columbia, the Commonwealth of Virginia, the State of Maryland,
and elsewhere for any purposes for which gas is now, or may hereafter be
used; and to lay, repair and replace gas mains and pipes in any of the
streets, avenues and alleys of the District of Columbia, as provided in
Public Act No. 577, 74th Congress, Second Session, approved May 11, 1936;
and in addition to the purposes set forth herein, to exercise any and all
the powers, rights, privileges and franchises conferred upon
[1]
<PAGE> 3
the Company by or pursuant to the laws of the District of Columbia, the
Commonwealth of Virginia, the State of Maryland, or any other jurisdiction
or political subdivision.
ARTICLE IV
The Company shall have authority to issue 2,300,000 shares of capital stock
without par value, divided into 2,000,000 shares of Common Stock and 300,000
shares of Serial Preferred Stock.
ARTICLE V
The preferences, qualifications, limitations and restrictions, the special
or relative rights, and the voting power of the Common Stock and the Serial
Preferred Stock shall be as follows:
SECTION 1. AUTHORITY OF BOARD OF DIRECTORS -- SERIAL PREFERRED STOCK
The Board of Directors is hereby expressly authorized, within the
limitations and restrictions stated hereinafter, to provide from time to time
for the issue of Serial Preferred Stock in series and, with respect to each
series (except the $4.25 Series established hereby), to determine and fix:
(a) The serial designation and authorized number of the shares.
(b) The rate of dividend.
(c) The price at, and the terms and conditions on, which shares may be
redeemed.
(d) The amount payable upon shares in event of involuntary liquidation.
(e) The amount payable upon shares in event of voluntary liquidation.
(f) Sinking fund provisions (if any) for the redemption or purchase of
shares.
(g) The terms and conditions on which shares may be converted, if the shares
of any series are issued with the privilege of conversion.
SECTION 2. $4.25 SERIES
There is hereby established a series of Serial Preferred Stock consisting of
70,600 shares designated the "$4.25 Series" with the relative rights and
preferences herein set forth.
SECTION 3. RANK
All series of Serial Preferred Stock shall rank on a parity as to dividends
and assets with all other series according to the respective dividend rates and
amounts distributable upon any liquidation, dissolution, or winding up of the
Company fixed for each such series and without preference or priority of any
series over any other series; but all shares of Serial Preferred Stock shall be
preferred over the Common Stock as to both dividends and amounts distributable
upon any liquidation, dissolution, or winding up of the Company. All shares of
any one series shall be identical.
SECTION 4. DIVIDEND RIGHTS
(a) The holders of Serial Preferred Stock shall be entitled to receive
cumulative cash dividends at the annual rate (and no more) theretofore
fixed for each series, when and as declared by the Board of Directors,
payable quarterly on the first day of the month following the end of
each dividend period, to stockholders of record on
[2]
<PAGE> 4
the respective dates fixed by the Board of Directors for the purpose
(the quarterly periods commencing on the first day of February, May,
August and November in each year being herein designated as "dividend
periods"), except that the initial dividend for any new series may be
made payable on such date and cumulative from such date as may be
fixed in the Resolutions and Articles of Serial Designation
establishing such series. The holders of the $4.25 Series shall be
entitled to cumulative cash dividends at the rate of $4.25 per share
per annum.
(b) Dividends on shares of Serial Preferred Stock shall be cumulative from
the first day of the quarterly dividend period in which such shares
are issued unless otherwise provided.
(c) If dividends on the Serial Preferred Stock then outstanding are not
declared in full, then such dividends shall be declared ratably on all
shares of such stock in proportion to the respective unpaid cumulative
dividends, if any, to the end of the then current dividend period.
(d) Unless dividends on all outstanding shares of the Serial
Preferred Stock shall have been fully paid for all past quarterly
dividend periods, and the full dividends thereon for the quarterly
dividend period current at the time shall have been paid or declared
and funds set apart therefor, and unless all required sinking fund
payments, if any, shall have been made or provided for, no sum or sums
shall be set apart for or applied to the purchase of any shares of
Common Stock, and no dividend (except a dividend payable in Common
Stock) or other distribution shall be paid upon or declared or set
apart for the Common Stock.
(e) Subject to the foregoing provisions, such dividends
(payable in cash, stock or otherwise) as may be determined by the Board
of Directors may be declared and paid on the Common Stock, to the
extent permitted by law.
SECTION 5. LIQUIDATION RIGHTS
(a) In the event of any liquidation, dissolution or winding up
of the Company (hereinafter referred to as "liquidation") the holders
of the Serial Preferred Stock shall be entitled to receive in cash, out
of the assets of the Company available for distribution to its
stockholders (whether consisting of capital, earnings, surplus, or
other assets), full payment of the applicable liquidation preference
theretofore fixed for each series plus unpaid cumulative dividends
thereon to the date of liquidation (and no more) before any
distribution of the assets of the Company shall be made to the holders
of the Common Stock. The liquidation preference of the $4.25 Series
shall be $100 per share in the event of involuntary liquidation, and
$105 per share in the event of voluntary liquidation.
(b) If, upon any liquidation of the Company, the assets of the
Company available for distribution to its stockholders shall be
insufficient to permit the payment in full of the preferential amounts
payable to the holders of the Serial Preferred Stock, then all such
assets shall be distributed ratably among the holders of the Serial
Preferred Stock according to the respective amounts that would be
payable per share if such assets were sufficient to permit the payment
in full of said amounts.
[3]
<PAGE> 5
(c) After satisfaction of the preferential requirements of the Serial
Preferred Stock upon any liquidation of the Company, the holders of
Common Stock shall be entitled to share ratably in the distribution of
all remaining assets of the Company available for distribution.
(d) A consolidation or merger of the Company with or into any other
corporation or corporations, or the sale or conveyance (whether for
cash, securities, or other property) of all or substantially all of
the assets of the Company as an entirety, shall not be deemed or
construed to be a liquidation of the Company for the purpose of the
foregoing provisions of this Section 5.
SECTION 6. PRE-EMPTIVE RIGHTS
(a) No holder of Serial Preferred Stock shall, as such holder, be entitled
to subscribe for or purchase any shares of capital stock of any class,
or any other security, of the Company which it may issue.
(b) Each holder of Common Stock shall, as such holder, be entitled to
subscribe for and purchase, in proportion to the number of shares of
Common Stock held by him, any additional issue of Common Stock or
securities convertible into or carrying or evidencing any right to
purchase Common Stock, if issued for cash but not if issued in payment
for property or services or to employees pursuant to a plan approved
by the stockholders; and no holder of Common Stock shall, as such
holder, be so entitled with respect to any issue of stock other than
Common Stock (unless such stock is convertible into, or carries or
evidences a right to purchase, Common Stock), whether issued for cash,
property, services, or otherwise.
SECTION 7. REDEMPTION
(a) At the election of the Company, expressed by resolution of its Board
of Directors, or by operation of the sinking fund, if any, provided
for any series of the Serial Preferred Stock, the shares of Serial
Preferred Stock or of any series thereof at any time outstanding may,
subject to such terms and conditions, if any, as may be fixed by the
Board of Directors with respect to any series as herein provided, be
redeemed in whole or in part at any time at a price in cash equal to
the applicable redemption price theretofore fixed for the particular
series as herein provided, plus unpaid cumulative dividends thereon to
the redemption date. The redemption price for the $4.25 Series shall
be $105 per share.
(b) If less than all of the outstanding shares of any series of Serial
Preferred Stock are to be redeemed, such shares to be redeemed may be
selected by lot or pro rata in such manner as may be determined by the
Board of Directors of the Company to be fair and proper.
(c) Notice of redemption of any of the Serial Preferred Stock shall be
given by publication, not less than 30 nor more than 60 days prior to
the redemption date, once in a newspaper published and of general
circulation in the City of Washington, District of Columbia, and once
in a newspaper published and of general circulation in the Borough of
Manhattan, the City of New York. A similar notice shall be mailed by
the Company, postage prepaid, not less than 30 nor more than 60 days
prior to
[4]
<PAGE> 6
the redemption date, addressed to the holders of record of the shares
of Serial Preferred Stock to be redeemed, at their respective
addresses as the same shall appear on the stock records of the
Company. The failure of any holder of Serial Preferred Stock to
receive any such notice so mailed, or any defect or irregularity in
the notice or the mailing thereof, shall not affect the validity of
such redemption.
(d) The Company shall provide the funds for the payment of the redemption
price, plus unpaid cumulative dividends to the redemption date, by
depositing in trust the amount thereof on or before the redemption
date with a bank or trust company, designated in the notice of
redemption, doing business either in the City of Washington, District
of Columbia, or in the Borough of Manhattan, the City of New York,
having capital, surplus and undivided profits aggregating at least
$10,000,000.
(e) All dividends upon the shares of Serial Preferred Stock thereby called
for redemption shall cease to cumulate from and after the redemption
date, unless default shall be made by the Company in providing said
funds.
(f) From and after the date of deposit of said funds with such bank or
trust company as aforesaid, provided that notice shall have been
published as hereinabove required or irrevocable authorization for
such publication shall have been given to such bank or trust company,
the shares called for redemption shall no longer be deemed outstanding
(notwithstanding that any certificates for the shares of Serial
Preferred Stock called for redemption shall not have been surrendered
for cancellation) and all rights (including voting rights) with
respect to such shares shall forthwith cease and terminate, except
only the right of the holders thereof to receive at any time after the
time of such deposit the funds so deposited (but without interest),
and the right to exercise on or before the redemption date privileges
of conversion or exchange, if any, which have not theretofore expired.
Any funds deposited in trust with a bank or trust company as
aforesaid and unclaimed at the end of five years from the redemption
date shall be returned to the Company, after which the holders of the
shares called for redemption shall look only to the Company for
payment of the redemption price.
(g) If and so long as the Company shall be in default in the payment of
any dividend on shares of any series of the Serial Preferred Stock, or
shall be in default in the payment of funds into or the setting aside
of funds for any sinking fund created for any series of the Serial
Preferred Stock, the Company may not (other than by the use of
unapplied funds, if any, paid into or set aside for a sinking fund or
funds prior to such default) (i) redeem any shares of the Serial
Preferred Stock unless all shares thereof are redeemed, or (ii)
purchase or otherwise acquire for a consideration any shares of the
Serial Preferred Stock, except pursuant to offers of sale made by
holders of the Serial Preferred Stock in response to an invitation for
tenders given simultaneously by the Company by mail to the holders of
record of all shares of the Serial Preferred Stock then outstanding.
SECTION 8. REISSUANCE
Any shares of Serial Preferred Stock redeemed or otherwise acquired by the
Company shall have the status of authorized and unissued shares, undesignated as
to series, and may
[5]
<PAGE> 7
thereafter, in the discretion of the Board of Directors and to the extent
permitted by law, be sold or reissued from time to time, as part of the same or
another series, subject to the terms and conditions herein set forth.
SECTION 9. VOTING RIGHTS
(a) The holders of the Serial Preferred Stock and of the Common Stock
shall be entitled, for all purposes except as hereinafter provided, to
one vote for each share held by them of record on the books of the
Company.
(b) (1) When and if dividends payable on Serial Preferred Stock are in
default in an amount equivalent to four full quarterly dividends on
the Serial Preferred Stock at the time outstanding, and until such
default shall have been remedied as hereinafter provided, the holders
of Serial Preferred Stock, voting as a class, shall be entitled to
elect the largest number of directors that does not exceed twenty-five
percent of the Board of Directors, but in no event less than two
directors; and the holders of Common Stock, voting separately as a
class shall be entitled to elect the remaining directors of the
Company. Upon accrual of such special right of the Serial Preferred
Stock, a meeting of the holders of Serial Preferred Stock and of
Common Stock for the election of directors shall be held upon notice
promptly given by the President of the Company as provided in the
By-laws for a special meeting. If, within fifteen days after the
accrual of such special right, the President of the Company shall fail
to call such special meeting, then such meeting shall be held upon
notice, as provided in the By-laws for a special meeting, given by the
holders of not less than 1,000 shares of Serial Preferred Stock after
filing with the Company notice of their intention to do so. The terms
of office of all persons as directors of the Company at the time shall
terminate upon the election of directors by the holders of Serial
Preferred Stock, whether or not the holders of Common Stock shall at
the time of such termination have elected the remaining directors of
the Company, except that, if the holders of the Common Stock shall not
have elected the remaining directors of the Company because of the
lack of a quorum, then such remaining directors shall be elected by
those directors whose term of office is then being terminated and who
have not been elected by the holders of the Serial Preferred Stock as
a class; and, in that event, such elected directors shall hold office
for the interim period pending such time as there shall be a quorum at
a meeting of stockholders held for the election of directors by the
holders of Common Stock as a class. Thereafter and during the
continuance of such special right of the holders of Serial Preferred
Stock, the Board of Directors shall be divided into two classes, one
class consisting of the directors to be elected by the holders of
Serial Preferred Stock and the other class consisting of the directors
to be elected by the holders of Common Stock, and the directors of
each such class elected at such meeting, or at any adjournment
thereof, and the directors of each such class elected at any
subsequent annual meeting for the election of directors, held during
the continuance of such special right, shall hold office until the
next succeeding annual election and until their respective successors
by classes are elected and qualified.
(2) In case of any vacancy in the office of a director occurring
among the directors elected by the holders of the Serial Preferred
Stock, pursuant to the special
[6]
<PAGE> 8
right herein provided, the remaining directors elected by the holders
of the Serial Preferred Stock, by affirmative vote of a majority
thereof, or the remaining director so elected if there be but one, may
elect a successor or successors to hold office for the unexpired term
of the director or directors whose place or places shall be vacant.
Likewise, in the event of any vacancy in the office of a director
occurring among the directors not elected by the holders of the Serial
Preferred Stock, the remaining directors not elected by the holders of
the Serial Preferred Stock, by affirmative vote of a majority thereof,
or the remaining director so elected if there be but one, may elect a
successor or successors to hold office for the unexpired term of the
director or directors whose place or places shall be vacant.
(3) If and when all dividends then in default on the Serial
Preferred Stock shall be paid (and such dividends shall be declared
and paid out of any funds legally available therefor as soon as
reasonably practicable), the holders of Serial Preferred Stock shall
thereupon be divested of such special right to elect directors, but
subject always to the same provisions for the revesting of such
special right in such stock in the case of any similar future default
or defaults. At the next succeeding annual meeting of stockholders,
or any adjournment thereof, following the divestment of such special
right, all directors shall be elected by the holders of Common Stock
and of the Serial Preferred Stock, voting together, and the terms of
office of all persons who may be directors of the Company at the time
of such divestment shall terminate upon the election of directors at
such annual meeting or adjournment thereof.
(4) At the first meeting for the election of directors after any
accrual of the special right of the holders of Serial Preferred Stock
to elect directors, as provided herein, and at any subsequent annual
meeting for the election of directors held during the continuance of
such special right, (x) the presence in person or by proxy of the
holders of a majority of the outstanding shares of Serial Preferred
Stock shall be necessary to constitute a quorum for the election of
the directors whom the holders of Serial Preferred Stock are entitled
to elect, and (y) the presence in person or by proxy of the holders of
a majority of the outstanding shares of Common Stock shall be
necessary to constitute a quorum for the election of the directors
whom the holders of Common Stock are entitled to elect. If at any such
meeting there shall not be such a quorum of the holders of Serial
Preferred Stock, the meeting shall be adjourned from time to time
without notice other than announcement at the meeting until such
quorum shall have been obtained; provided that, if such quorum shall
not have been obtained within ninety days from the date of such
meeting as originally called (or, in the case of any annual meeting
held during the continuance of such special right, from the date fixed
for such annual meeting), the presence in person or by proxy of the
holders of record of one-third of the outstanding shares of the Serial
Preferred Stock shall then be sufficient to constitute a quorum for
the election of the directors whom such stockholders are entitled to
elect.
(5) The absence of a quorum of the holders of Serial Preferred
Stock as a class, or of the holders of Common Stock as a class, shall
not, except as hereinafter
[7]
<PAGE> 9
provided, prevent or invalidate the election by the other class of
stockholders of the directors whom they are entitled to elect, if the
necessary quorum of stockholders of such other class is present in person
or represented by proxy at any such meeting or any adjournment thereof.
However, at the first meeting for the election of directors after any
accrual of the special right of the holders of Serial Preferred Stock to
elect directors, the absence of a quorum of such stockholders shall prevent
the election of directors by the holders of Common Stock until a quorum of
the holders of Serial Preferred Stock shall be obtained.
(c) So long as any shares of the Serial Preferred Stock are outstanding, the
Company shall not, without the affirmative consent (given by a vote at a
meeting duly called for the purpose) of the holders of more than two-thirds
of the aggregate number of shares of Serial Preferred Stock then
outstanding:
(1) make any change or amendment which would change the designations,
preferences, limitations, voting rights, or relative or other rights of the
Serial Preferred Stock, provided, however, if such change or amendment
affects one or more but not all series of such stock at the time
outstanding, it may be made with the consent of the holders of more than
two-thirds of the outstanding shares of each series so affected, together
with any other consent then required by law; and provided, further, that
the dividend rate of any series of Serial Preferred Stock shall not be
decreased without the affirmative consent (given by a vote at a meeting
duly called for the purpose) of the holders of all the shares of such
series at the time issued and outstanding; or
(2) increase the total number of authorized shares of Serial Preferred
Stock or authorize any senior or parity stock.
(d) So long as any shares of the Serial Preferred Stock are outstanding, the
Company shall not, without the affirmative consent (given by a vote at a
meeting duly called for the purpose) of the holders of not less than a
majority of the aggregate number of shares of Serial Preferred Stock then
outstanding:
(1) issue any additional shares of Serial Preferred Stock or senior or
parity stock, or any security convertible into Serial Preferred Stock or
senior or parity stock, unless (i) the net income of the Company
(determined in accordance with generally accepted accounting principles),
for any period of twelve consecutive calendar months during the period of
eighteen calendar months next preceding the first day of the calendar month
in which such shares shall be issued, shall have been in the aggregate
equal to at least two and one-half times the dividend requirements for one
year on all shares of Serial Preferred Stock and all shares of senior or
parity stock to be outstanding immediately after such proposed issue,
excluding any shares of Serial Preferred Stock or senior or parity stock to
be retired through such proposed issue; (ii) the gross income of the
Company (determined in accordance with generally accepted accounting
principles), for any period of twelve consecutive calendar months during
the period of eighteen calendar months next preceding the first day of the
calendar month in which such shares shall be issued, shall have been in the
aggregate equal to at least one and one-half times the sum of the interest
require-
[8]
<PAGE> 10
ments for one year on all of the indebtedness of the Company to be
outstanding at the date of such proposed issue and the dividend
requirements for one year on all shares of Serial Preferred Stock and all
shares of senior or parity stock to be outstanding immediately after such
proposed issue, excluding all indebtedness, Serial Preferred Stock and
senior or parity stock, to be retired through such proposed issue; and
(iii) the aggregate of the capital applicable to Common Stock and all the
surplus of the Company shall be not less than the aggregate amount payable
upon involuntary liquidation of the Company to the holders of all shares of
Serial Preferred Stock and all shares of senior or parity stock to be
outstanding immediately after such proposed issue, excluding from such
computation all stock to be retired through such proposed issue.
In the event that any property or a subsidiary shall have been
acquired by the Company during or after the period of any computation of
net income and gross income, and shall be owned by the Company at the time
of the issue of any shares in connection with which such computation is
required to be made under the foregoing provisions (unless such property
shall have been acquired in exchange for or by means of other property
theretofore owned by the Company or the proceeds thereof), then the
earnings derived from such property or subsidiary during the period of
computation, computed as hereinabove provided, whether by the Company or
previous owners, may, at the option of the Company, be included in net
income and gross income.
In the event that the Company has any subsidiary companies, the
provisions of this Section 9(d)(1) shall be interpreted and applied on a
consolidated basis.
(2) Merge or consolidate with or into any other corporation or
corporations or sell or lease all or substantially all of its assets unless
such merger, consolidation, sale or lease, or the issue or assumption of
all securities to be issued or assumed in connection therewith, shall have
been ordered, approved, or permitted by the regulatory authority or
authorities having jurisdiction in the premises.
For the purposes of this Section 9, the term "senior or parity stock"
shall mean any class of stock ranking in its claim to assets or dividends
prior to or on a parity with the Serial Preferred Stock.
ARTICLE VI
The number of directors of the Company shall be three of such greater
number as may from time to time be specified in the By-laws.
ARTICLE VII
The Board of Directors may from time to time issue additional Refunding
Mortgage Bonds without limitation as to amount and without action by or approval
of stockholders.
[9]
<PAGE> 11
CERTIFICATE OF SECRETARY
OF
WASHINGTON GAS LIGHT COMPANY
I, R.W. REAMY, the duly elected, qualified and acting secretary of
Washington Gas Light Company, a corporation of the District of Columbia and
Virginia;
DO HEREBY CERTIFY, That attached hereto is a true and correct copy of the
Charter of said Washington Gas Light Company.
IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of
Washington Gas Light Company this ____________ day of ______________________.
----------------------------------
R.W. REAMY
<PAGE> 12
STATEMENT OF RESOLUTION
ESTABLISHING SERIES OF SHARES
AND
ARTICLES OF SERIAL DESIGNATION
OF
WASHINGTON GAS LIGHT COMPANY
Pursuant to the provisions of Section 14 of the District of Columbia
Business Corporation Act and Section 13.1-14 of the Virginia Stock Corporation
Act, the undersigned corporation submits the following statement and articles
for the purpose of establishing and designating a series of shares and fixing
and determining the relative rights and preferences thereof:
FIRST: The name of the corporation is Washington Gas Light Company.
SECOND: The following resolution, establishing and designating a series of
shares and fixing and determining the relative rights and preferences thereof,
was duly adopted by the Board of Directors of the corporation on July 14, 1958:
RESOLVED, That this Board of Directors does hereby establish a series
of Serial Preferred Stock of Washington Gas Light Company to consist of
60,000 shares and to be designated "$5.00 Series" (hereinafter sometimes
called the "$5.00 Series") and that this Board of Directors does hereby fix
and determine the following relative rights and preferences for such
series:
(1) The rate of dividend payable on the $5.00 Series shall be $5.00
per annum per share; and the initial dividend thereon shall be cumulative
from July 21, 1958, and shall be payable on November 1, 1958;
(2) The shares of the $5.00 Series shall be redeemable, in whole or in
part, at $107.50 per share on or before August 1, 1963, $105 thereafter and
on or before August 1, 1968, $103 per share thereafter and on or before
August 1, 1973, and $102 per share thereafter, in each case plus an amount,
in the case of each share, computed at the rate of $5.00 per annum, from
the date on which dividends on such share became cumulative to the date
fixed for such redemption, less the aggregate of the dividends paid thereon
prior to such redemption date; and
(3) In the event of any voluntary liquidation, dissolution or winding
up of the Company, the amount payable upon shares of the $5.00 Series shall
be $107.50 per share if paid on or before August 1, 1963, $105 per share if
paid thereafter and on or before August 1, 1968, $103 per share if paid
thereafter and on or before August 1, 1973, $102 per share if paid
thereafter; and in the event of any involuntary liquidation, dissolution or
winding up of the Company, the amount payable upon said shares of the $5.00
Series shall be $100 per share; in each case in addition to accrued and
unpaid dividends.
July 14, 1958. WASHINGTON GAS LIGHT COMPANY
Attest: By EVERETT J. BOOTHBY
------------------------------
EVERETT J. BOOTHBY
President
RODNEY W. REAMY
- - ----------------------------
RODNEY W. REAMY
Assistant Secretary
By EDW. T. STAFFORD
------------------------------
EDW. T. STAFFORD
Secretary
(Corporate Seal)
<PAGE> 13
DISTRICT OF COLUMBIA, SS:
I, Joseph H. Streett, a Notary Public, do hereby certify that on this 14th
day of July, 1958, personally appeared before me Everett J. Boothby, who being
by me first duly sworn, declared that he is President of Washington Gas Light
Company, that he signed the foregoing document as President of the corporation,
and that the statements contained therein are true.
(Notarial Seal)
JOSEPH H. STREETT
---------------------------------
Notary Public, D.C.
My Commission expires February 14, 1962.
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, JULY 15, 1958
The accompanying articles having been delivered to the State Corporation
Commission on behalf of WASHINGTON GAS LIGHT COMPANY and the Commission having
found that the articles comply with the requirements of law and that all
required fees have been paid, it is
ORDERED that this CERTIFICATE OF SERIAL DESIGNATION be issued, and that
this order, together with the articles, be admitted to record in this office of
the Commission; and that the corporation have the authority conferred on it by
law with the articles, subject to the conditions and restrictions imposed by
law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the CIRCUIT COURT OF
ARLINGTON COUNTY.
STATE CORPORATION COMMISSION
By H. LESTER HOOKER
-------------------------------
Chairman
<PAGE> 14
STATEMENT OF RESOLUTION
ESTABLISHING SERIES OF SHARES
and
ARTICLES OF SERIAL DESIGNATION
of
WASHINGTON GAS LIGHT COMPANY
Pursuant to the provisions of Section 14 of the District of Columbia
Business Corporation Act and Section 13.1-14 of the Virginia Stock Corporation
Act, the undersigned corporation submits the following statement and articles
for the purpose of establishing and designating a series of shares and fixing
and determining the relative rights and preferences thereof:
FIRST: The name of the corporation is Washington Gas Light Company.
SECOND: The following resolution, establishing and designating a series of
shares and fixing and determining the relative rights and preferences thereof,
was duly adopted by the Board of Directors of the corporation on April 24, 1959:
RESOLVED, That this Board of Directors does hereby establish a series
of Serial Preferred Stock of Washington Gas Light Company to consist of
100,386 shares and to be designated "$4.60 Convertible Series" (hereinafter
sometimes called the "Convertible Series") and that this Board of Directors
does now hereby fix and determine the following relative rights and
preferences for such series:
(A) The rate of dividend payable on the Convertible Series shall be
$4.60 per annum per share; and the initial dividend thereon shall be
cumulative from May 12, 1959, and shall be payable on August 1, 1959;
(B) The shares of the Convertible Series shall be redeemable, in
whole or in part, at $105 per share on or before June 1, 1961, $104 per
share thereafter and on or before June 1, 1963, $103 per share thereafter
and on or before June 1, 1965, $102 per share thereafter and on or before
June 1, 1967, $101 per share thereafter and on or before June 1, 1969, and
$100 per share thereafter, in each case plus an amount, in the case of each
share, computed at the rate of $4.60 per annum, from the date on which
dividends on such share became cumulative on the date fixed for such
redemption, less the aggregate of the dividends paid thereon prior to such
redemption date;
(C) In the event of any voluntary liquidation, dissolution or
winding up of the Company, the amount payable upon shares of the
Convertible Series shall be $105 per share if paid on or before June 1,
1961, $104 per share if paid thereafter and on or before June 1, 1963, $103
per share if paid thereafter and on or before June 1, 1965, $102 per share
if paid thereafter and on or before June 1, 1967, $101 per share if paid
thereafter and on or before June 1, 1969, and $100 per share if paid
thereafter; and in the event of any involuntary liquidation, dissolution or
winding up of the Company, the amount payable upon said shares of the
Convertible Series shall be $100 per share; in each case in addition to
accrued and unpaid dividends; and
(D) On or after, but not before August 1, 1959, the holders of shares
of the Convertible Series shall have the right, at their option, to convert
such shares into shares of Common Stock of the Company at any time during
usual business hours on and subject to the following terms and conditions:
1
<PAGE> 15
(1) The shares of the Convertible Series shall be convertible at
the office of any Transfer Agent, and at such other office or
offices, if any, as the Board of Directors may designate, into fully
paid and nonassessable shares (calculated as to each conversion to
the nearest 1/100th of a share) of Common Stock of the Company, at
the conversion price, determined as hereinafter provided, in effect
at the time of conversion, each share of the Convertible Series
being taken at $100 for the purpose of such conversion. The price at
which shares of Common Stock shall be delivered upon conversion
(herein called the "conversion price") shall be initially
$52.50 per share of Common Stock. The conversion price shall be
reduced in certain instances as provided in paragraphs (3), (9) and
(10) below, and shall be increased in certain instances as provided
in paragraph (10) below. No payment or adjustment shall be made upon
any conversion on account of any dividends accrued on the shares of
the Convertible Series surrendered for conversion or on account of
any dividends on the Common Stock issued upon such conversion.
(2) In order to convert shares of the Convertible Series into
Common Stock, the holder thereof shall surrender at any office
hereinabove mentioned the certificate or certificates therefor, duly
endorsed to the Company or in blank, and give written notice to the
Company at said office that he elects to convert such shares. Shares
of the Convertible Series shall be deemed to have been converted
immediately prior to the close of business on the day of the surrender
of such shares for conversion as provided above, and the person or
persons entitled to receive the Common Stock issuable upon such
conversion shall be treated for all purposes as the record holder or
holders of such Common Stock at such time. As promptly as practicable
on or after the conversion date, the Company shall issue and shall
deliver at said office a certificate or certificates for the number of
full shares of Common Stock issuable upon such conversion, together
with a scrip certificate for, or cash in lieu of, any fraction of a
share, as hereinafter provided, to the person or persons entitled to
receive the same. In case shares of the Convertible Series are called
for redemption, the right to convert such shares shall cease and
terminate at the close of business on the day prior to the date fixed
for redemption, unless default shall be made in payment of the
redemption price.
(3) In case the conversion price in effect immediately prior to
the close of business on any day shall exceed by 50 cents or more the
amount determined at the close of business on such day by dividing:
(i) a sum equal to (a) 1,405,392 multiplied by $52.50 (being
the initial conversion price), plus (b) the aggregate of the
amounts of all consideration received by the Company upon the
issuance of Additional Shares of Common Stock (as hereinafter
defined), minus (c) the aggregate of the amounts of all dividends
and other distributions which have been paid or made, after the
date of issuance of the Convertible Series, on Common Stock of
the Company, other than in cash out of its earned surplus or in
Common Stock of the Company, by
(ii) the sum of (a) 1,405,392 and (b) the number of
Additional Shares of Common Stock which shall have been issued,
the conversion price shall be reduced, effective immediately prior to
the opening of business on the next succeeding day, by an amount equal
to the amount by which such conversion price shall exceed the amount
so determined.
2
<PAGE> 16
(4) The term "Additional Shares of Common Stock" as used herein
shall mean all shares of Common Stock issued by the Company after the
date of issuance of the Convertible Series (including shares deemed to
be "Additional Shares of Common Stock" pursuant to paragraph (10)
below), whether or not subsequently reacquired or retired by the
Company, other than:
(i) shares issued upon conversion of shares of the
Convertible Series,
(ii) shares issued upon exercise of options which may be
granted pursuant to any stock option plan of the Company approved
by the stockholders of the Company, plus any additional shares
which may be offered for sale to officers or employees of the
Company or of any subsidiary of the Company and issued pursuant
to any such offers; and
(iii) shares issued by way of dividend or other distribution
on shares of Common Stock excluded from the definition of
Additional Shares of Common Stock by the foregoing clauses (i) or
(ii) or this clause (iii) or on shares of Common Stock resulting
from any subdivision or combination of shares of Common Stock so
excluded.
The sale or other disposition of any shares of Common Stock or
other securities held in the treasury of the Company shall not be
deemed an issuance thereof.
(5) In case of the issuance of Additional Shares of Common Stock
for a consideration part or all of which shall be cash, the amount of
the cash consideration therefor shall be deemed to be the amount of
cash received by the Company for such shares (or, if such Additional
Shares of Common Stock are offered by the Company for subscription,
the subscription price, or, if such Additional Shares of Common Stock
are sold to underwriters or dealers for public offering without a
subscription offering, the initial public offering price), without
deducting therefrom any compensation or discount in the sale,
underwriting or purchase thereof by underwriters or dealers or others
performing similar services or for any expenses incurred in connection
therewith.
(6) In case of the issuance (otherwise than as a dividend or
other distribution on any stock of the Company or upon conversion or
exchange of other securities of the Company) of Additional Shares of
Common Stock for a consideration part or all of which shall be other
than cash, the amount of the consideration therefor other than cash
shall be deemed to be the value of such consideration as determined by
the Board of Directors, irrespective of the accounting treatment
thereof. The reclassification of securities other than Common Stock
into securities including Common Stock shall be deemed to involve the
issuance for a consideration other than cash of such Common Stock
immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such Common Stock.
(7) Additional Shares of Common Stock issuable by way of
dividend or other distribution on any class of capital stock of the
Company shall be deemed to have been issued without consideration, and
shall be deemed to have been issued immediately prior to the close of
business on the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution, except that
if the total number of shares constituting such dividend or other
distribution exceeds five per cent of the total number of shares of
Common Stock outstanding at the close
3
<PAGE> 17
of business on the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution, such
Additional Shares of Common Stock shall be deemed to have been issued
immediately after the opening of business on the day following the
date fixed for the determination of stockholders entitled to receive
such dividend or other distribution.
A dividend or other distribution in cash or in property
(including any dividend or other distribution in securities other than
Common Stock) shall be deemed to have been paid or made immediately
prior to the close of business on the date fixed for the determination
of stockholders entitled to receive such dividend or other
distribution and the amount of such dividend or other distribution in
property shall be deemed to be the value of such property as of the
date of the adoption of the resolution declaring such dividend or
other distribution, as determined by the Board of Directors at or as
of that date. In the case of any such dividend or other distribution
on Common Stock which consists of securities which are convertible
into or exchangeable for shares of Common Stock, such securities shall
be deemed to have been issued for a consideration equal to the value
thereof as so determined.
If, upon the payment of any dividend or other distribution in
cash or in property (excluding Common Stock but including all other
securities), outstanding shares of Common Stock are cancelled or
required to be surrendered for cancellation on a pro rata basis, the
excess of the number of shares of Common Stock outstanding immediately
prior thereto over the number to be outstanding immediately thereafter
(less that portion of such excess attributable to the cancellation of
shares excluded from the definition of Additional Shares of Common
Stock by clauses (i), (ii) or (iii) of paragraph (4) above), shall be
deducted from the sum computed pursuant to clause (ii) of paragraph
(3) above for the purposes of all determinations under such paragraph
(3) made immediately prior to the close of business on the date fixed
for the determination of stockholders entitled to receive such
dividend or other distribution and at any time thereafter.
The reclassification (including any reclassification upon a
consolidation or merger in which the Company is the continuing
corporation) of Common Stock into securities including other than
Common Stock shall be deemed to involve (a) a distribution on Common
Stock of such securities other than Common Stock made immediately
prior to the close of business on the effective date of the
reclassification, and (b) a combination or subdivision, as the case
may be, of the number of shares of Common Stock outstanding
immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter.
(8) In case of the issuance of Additional Shares of Common Stock
upon conversion or exchange of other securities of the Company, the
amount of the consideration received by the Company for such
Additional Shares of Common Stock shall be deemed to be the total of
(a) the amount of the consideration, if any, received by the Company
upon the issuance of such other securities, plus (b) the amount of the
consideration, if any, other than such other securities, received by
the Company (except in adjustment of interest or dividends) upon such
conversion or exchange. In determining the amount of the consideration
received by the Company upon the issuance of such other securities (i)
the amount of the consideration in cash and other than cash shall be
determined pursuant to paragraphs (5), (6) and (7) above,
4
<PAGE> 18
and (ii) if securities of the same class or series of a class as such
other securities were issued for different amounts of consideration,
or if some were issued for no consideration, then the amount of the
consideration received by the Company upon the issuance of each of the
securities of such class or series, as the case may be, shall be
deemed to be the average amount of the consideration received by the
Company upon the issuance of all the securities of such class or
series, as the case may be.
(9) In case Additional Shares of Common Stock are issued as a
dividend or other distribution on any class of capital stock of the
Company, and the total number of shares constituting such dividend or
other distribution exceeds five per cent of the total number of shares
of Common Stock outstanding at the close of business on the date fixed
for the determination of stockholders entitled to receive such
dividend or other distribution, the conversion price in effect at the
opening of business on the day following the date fixed for such
determination shall be reduced by multiplying such conversion price by
a fraction of which the numerator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator shall be the sum of such
number of shares and the total number of shares constituting such
dividend or other distribution, such reductions to become effective
immediately after the opening of business on the day following the
date fixed for such determination. For the purposes of this
paragraph (9), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the
Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock
(other than shares of Common Stock which, upon issuance, would not
constitute Additional Shares of Common Stock). The Company will not
pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.
(10) In case at any time after the date of issuance of the
Convertible Series outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the
conversion price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall
be proportionately reduced, and, conversely, in case outstanding
shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the conversion price in effect at the opening
of business on the day following the day upon which such combination
becomes effective shall be proportionately increased, such reductions
or increases as the case may be, to become effective immediately after
the opening of business on the day following the day upon which such
subdivision or combination becomes effective. In the event of any such
subdivision, the number of shares of Common Stock outstanding
immediately thereafter, to the extent of the excess thereof over the
number outstanding immediately prior thereto (less that portion of
such excess attributable to the subdivision of shares excluded from
the definition of Additional Shares of Common Stock by clauses (i),
(ii) or (iii) of paragraph (4) above), shall be deemed to be
"Additional Shares of Common Stock" and to have been issued
immediately after the opening of business on the day following the day
upon which such subdivision shall have become effective and without
consideration. In the event of any such combination, the excess of the
number of shares of Common Stock outstanding immediately prior thereto
over the number outstand-
5
<PAGE> 19
ing immediately thereafter (less that portion of such excess
attributable to the combination of shares excluded from the
definition of Additional Shares of Common Stock by clauses (i), (ii)
or (iii) of paragraph (4) above), shall be deducted from the sum
computed pursuant to clause (ii) of paragraph (3) above for the
purposes of all determinations under such paragraph (3) made on any
day after the day upon which such combination becomes effective.
Shares of Common Stock held in the treasury of the Company and shares
issuable in respect to scrip certificates issued in lieu of fractions
of shares of Common Stock (other than shares of Common Stock which,
upon issuance, would not constitute Additional Shares of Common Stock)
shall be considered outstanding for the purposes of this paragraph
(10).
(11) Whenever the conversion price is adjusted as herein
provided:
(a) the Company shall compute the adjusted conversion price
in accordance with this paragraph (D) and shall prepare a
certificate signed by an officer of the Company setting forth the
adjusted conversion price and showing in reasonable detail the
facts upon which such adjustment is based, including a statement
of the consideration received or to be received by the Company
for, and the amount of, any Additional Shares of Common Stock
issued since the last such adjustment, and such certificate shall
forthwith be filed with the Transfer Agent or Agents for the
Convertible Series; and
(b) a notice stating that the conversion price has been
adjusted and setting forth the adjusted conversion price shall
forthwith be required, and as soon as practicable after it is
required, such notice shall be mailed to the holders of record of
the outstanding shares of this Series; provided, however, that if
within ten days after the completion of mailing of such a notice,
an additional notice is required, such additional notice shall be
deemed to be required pursuant to this clause (b) as of the
opening of business on the tenth day after such completion of
mailing and shall set forth the conversion price as adjusted at
such opening of business, and upon the mailing of such additional
notice no other notice need be given of any adjustment in the
conversion price occurring at or prior to such opening of
business and after the time that the next preceding notice given
by mail became required.
(12) In the event:
(a) the Company shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash
out of its earned surplus; or
(b) the Company shall authorize the granting to the holders
of its Common Stock of rights to subscribe for or purchase any
shares of capital stock of any class or of any other rights; or
(c) of any reclassification of the capital stock of the
Company (other than a subdivision or combination of its
outstanding shares of Common Stock), or of any consolidation or
merger to which the Company is a party and for which approval of
any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the
Company; or
(d) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then the Company shall cause to be mailed to the Transfer Agent or
Agents for
6
<PAGE> 20
the Convertible Series and to the holders of record of the outstanding
shares of the Convertible Series, at least twenty days (or ten days in
any case specified in clause (a) or (b) above) prior to the applicable
record date hereinafter specified, a notice stating (x) the date on
which a record is to be taken for the purpose of such dividend,
distribution or rights, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to
such dividend, distribution or rights are to be determined, or (y) the
date on which such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of
Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.
(13) The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued Common
Stock, for the purpose of effecting the conversion of the shares of
the Convertible Series, the full number of shares of Common Stock then
deliverable upon the conversion of all shares of the Series then
outstanding.
(14) No fractional shares of Common Stock shall be issued upon
conversion, but, instead of any fraction of a share which would
otherwise be issuable, the Company shall, at its option, either
(a) issue nondividend bearing and nonvoting scrip
certificates for such fraction, such certificates to be in such
form and to contain such terms and conditions as the Board of
Directors shall at any time or from time to time in its
discretion fix and determine, provided that the certificates
shall be exchangeable, within such period (which shall end not
less than two years following the date of issue thereof) as the
Board of Directors shall determine, together with other scrip
certificates issued upon conversion of shares of this Series, for
stock certificates representing a full share or shares, and upon
the expiration of such period shall be exchangeable for cash, as
provided in the scrip certificates, within such further period
(which shall end not less than six years following the date of
issue of such certificates) as the Board of Directors shall
determine; or
(b) pay a cash adjustment in respect of such fraction in an
amount equal to the same fraction of the market price per share
of Common Stock (as determined by the Board of Directors) at the
close of business on the day of conversion.
(15) The Company will pay any and all taxes that may be payable
in respect of the issue or delivery of shares of Common Stock on
conversion of shares of the Convertible Series pursuant hereto. The
Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery
of shares of Common Stock in a name other than that in which the
shares of the Convertible Series so converted were registered, and no
such issue or delivery shall be made unless and until the person
requesting such issue has paid to the Company the amount of any such
tax, or has established, to the satisfaction of the Company, that such
tax has been paid.
(16) For the purpose of this paragraph (D), the term "Common
Stock" shall include any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary
7
<PAGE> 21
liquidation, dissolution or winding up of the Company, and which is
not subject to redemption by the Company. However, shares issuable on
conversion of shares of this Series shall include only shares of the
class designated as Common Stock of the Company as of the date of
issuance of the Convertible Series, or shares of any class or classes
resulting from any reclassification or reclassifications thereof and
which have no preference in respect of dividends or of amounts payable
in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company and which are not subject to redemption
by the Company; provided that if at any time there shall be more than
one such resulting class, the shares of each such class then so
issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such
reclassification bears to the total number of shares of all such
classes resulting from all such reclassification.
THIRD: The said resolution was duly adopted by vote of a majority of the
directors present at a meeting thereof, at which a quorum was present and
acting, duly held and convened on the 24th day of April, 1959.
April 24, 1959 WASHINGTON GAS LIGHT COMPANY
By DONALD S. BITTINGER
--------------------------
DONALD S. BITTINGER
Attest: [Corporate Seal] President
RODNEY W. REAMY
- - ----------------------------------------
RODNEY W. REAMY
Assistant Secretary
By EDW. T. STAFFORD
--------------------------
EDW. T. STAFFORD
Secretary
DISTRICT OF COLUMBIA, SS:
I, John M. Kent, a Notary Public, do hereby certify that on this 24th day
of April, 1959, personally appeared before me Donald S. Bittinger, who being by
me first duly sworn, declared that he is President of Washington Gas Light
Company, that he signed the foregoing document as President of the corporation,
and that the statements contained therein are true.
JOHN M. KENT
-----------------------------------
[Notarial Seal] Notary Public, D.C.
My Commission expires November 14, 1962.
8
<PAGE> 22
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, April 27, 1959
The accompany articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF SERIAL DESIGNATION be issued, and that
this order, together with the articles, be admitted to record in the office of
the Commission; and that the corporation have the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By JESSE W. DILLON,
--------------------------------
Chairman.
<PAGE> 23
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, March 29, 1960
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By RALPH T. CATTERALL,
-------------------------------------
Chairman.
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
-----------------------------------------
Clerk
<PAGE> 24
DISTRICT OF COLUMBIA
OFFICE OF SUPERINTENDENT OF CORPORATIONS
CERTIFICATE OF AMENDMENT
OF
WASHINGTON GAS LIGHT COMPANY
The undersigned, as Superintendent of Corporations of the District of
Columbia, hereby certifies that duplicate originals of Articles of Amendment to
the Articles of Incorporation of
WASHINGTON GAS LIGHT COMPANY
duly signed and verified pursuant to the provisions of the District of Columbia
Business Corporation Act, have been received in the office and are found to
conform to law.
ACCORDINGLY, the undersigned as such Superintendent of Corporations and by
virtue of the authority vested in him by law, hereby issues this Certificate of
Amendment to the Articles of Incorporation of
WASHINGTON GAS LIGHT COMPANY
and attaches hereto a duplicate original of the Articles of Amendment.
Filed
Dated: March 29, 1960 3-29-60
- - ---------------------------------- ---------------------------------
By: AG
---------------------------------
(Seal of the Office of ALFRED GOLDSTEIN
Superintendent of Corporations) ---------------------------------
Superintendent of Corporations
<PAGE> 25
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. ARTICLE IV of the Charter of the Company shall be amended to read as follows:
The Company shall have authority to issue 2,500,000 shares of capital stock
without par value, divided in 2,000,000 shares of Common Stock and 500,000
shares of Serial Preferred Stock.
3. January 27, 1960 was the date of the meeting of the Board of Directors, at
which the above amendment was found in the best interests of the Company and
directed to be submitted to a vote at a meeting of the stockholders. Notice
of such meeting of stockholders was given on February 20, 1960, in the manner
provided by the District of Columbia Business Corporation Act and the
Virginia Stock Corporation Act, and was accompanied by a copy of these
Articles of Amendment. The date of the adoption of the amendment by the
stockholders was March 28, 1960. Said amendment to the Charter of the Company
neither provides for any exchange, reclassification, or cancellation of
issued shares, nor effects any change in the amount of the Company's stated
capital or paid-in surplus.
4. The number of shares outstanding and entitled to vote thereon was 1,636,378,
of which 1,405,392 shares were shares of Common Stock without par value, and
230,986 shares were shares of Serial Preferred Stock without par value
entitled to vote thereon as a class. 1,291,165 shares (including 1,114,723
shares of Common Stock and 176,442 shares of Serial Preferred Stock) voted
for such amendment and 29,955 shares (including 27,791 shares of Common Stock
and 2,164 shares of Serial Preferred Stock) voted against such amendment.
Dated: March 29, 1960 WASHINGTON GAS LIGHT COMPANY
Attest: By DONALD S. BITTINGER
-----------------------------
Donald S. Bittinger
RODNEY W. REAMY President
- - -----------------------------
Rodney W. Reamy By EDW. T. STAFFORD
Assistant Secretary ----------------------------
Edw. T. Stafford
Secretary
[Corporate Seal]
DISTRICT OF COLUMBIA, SS:
Donald S. Bittinger, being duly sworn, deposes and says that he executed the
above Articles of Amendment as President of Washington Gas Light Company, and
that the facts stated therein are true.
DONALD S. BITTINGER
------------------------------
Donald S. Bittinger
Subscribed and sworn to before me this 29th day of March, 1960.
JOHN W. KENT
------------------------------
Notary Public
[Notarial Seal]
<PAGE> 26
ARTICLES OF AMENDMENT
TO THE
CHARTER
OF
WASHINGTON GAS LIGHT COMPANY
1. The name of the corporation is Washington Gas Light Company.
2. Paragraphs (A) and (C) of ARTICLE III of the Charter of the Company hereby
are amended to read as follows:
(A) To manufacture, own, produce, hold, store, buy, sell, lease, deal in,
process, transmit, and distribute (i) gas and products which may have
the characteristics of gas, and any by-product thereof for light, heat,
power, and all other purposes, (ii) appliances, equipment, facilities,
and fixtures appropriate, convenient, incidental or necessary for the
use of such gas, products, or by-products, or for the general corporate
purposes of the Company, and (iii) all forms of heat, including steam,
hot water, and hot air, and all forms of cooling, including cooled
water, cooled air, and other coolants, and all forms of light and
power, so far as the foregoing may be related to or incidental to the
use of gas;
(C) To conduct business as a public service company in the District of
Columbia, the Commonwealth of Virginia, the State of Maryland, and
elsewhere, which business is briefly described as the purchase,
manufacture, production, transmission, storage, distribution, and sale
of (i) gas for light, heat, power, and all other purposes, and (ii)
heat, cooling, light and power so far as they may be related to or
incidental to the use of gas; and
3. (a) In order to provide for the split-up of shares of Common Stock on the
basis of two shares for each presently authorized share, each
authorized share of Common Stock without par value, whether issued or
unissued, hereby is changed into two shares of Common Stock without par
value, at the close of business on the date (hereinafter called the
"Record Date"), on which these Articles of Amendment become effective,
and ARTICLE IV of the Charter of the Company shall be amended to read
as follows:
The Company shall have authority to issue 4,500,000 shares of
capital stock without par value, divided into 4,000,000 shares of
Common Stock and 500,000 shares of Serial Preferred Stock.
(b) Subsequent to such change, all shares of Common Stock issued and
outstanding at the close of business on the Record Date shall represent
the same aggregate amount of capital as the shares of Common Stock
issued and outstanding immediately prior to such change at the close of
business on the Record Date. Each holder of shares of Common Stock of
record at the close of business on the Record Date, may retain the
stock certificates then held, and shall be entitled to receive an
additional certificate for the same number of shares of Common Stock
held of record immediately prior to the close of business on the Record
Date.
4. September 12, 1961, was the date of the meeting of the Board of Directors, at
which the above amendments were set forth in resolutions adopted by the
Board, which found them
<PAGE> 27
in the best interest of the Company, and directed them to be submitted to a
vote at a meeting of the stockholders. Notice of such meeting of
stockholders was given on October 11, 1961, in the manner provided by the
District of Columbia Business Corporation Act and the Virginia Stock
Corporation Act, and was accompanied by a copy of these Articles of
Amendment. The date of the adoption of the amendments by the stockholders
was November 13, 1961. Said amendments to the Charter of the Company
neither provide for any exchange or cancellation of issued shares, nor
effect any change in the amount of the Company's stated capital or paid-in
surplus.
5. The number of shares outstanding and entitled to vote thereon was
1,667,063, of which 1,470,409 shares were shares of Common Stock without
par value, entitled to vote thereon as a class with respect to the
amendment of ARTICLE IV of the Charter of the Company. As to the amendment
of ARTICLE III of the Charter of the Company, 1,437,873 shares voted for
such amendment and 3,180 shares voted against such amendment. As to the
amendment of ARTICLE IV of the Charter of the Company, 1,434,973 shares
(including 1,273,668 shares of Common Stock) voted for such amendment and
6,080 shares (including 5,016 shares of Common Stock), voted against such
amendment.
WASHINGTON GAS LIGHT COMPANY
Dated: November 13, 1961,
By DONALD S. BITTINGER
--------------------------
Donald S. Bittinger
President
(Corporate Seal)
ATTEST:
RODNEY W. REAMY
- - -------------------------------------
Rodney W. Reamy, Assistant Secretary
By EDW. T. STAFFORD
--------------------------
Edw. T. Stafford
Secretary
DISTRICT OF COLUMBIA, SS:
Donald S. Bittinger, being duly sworn, deposes and says that he executed
the foregoing Articles of Amendment as President of Washington Gas Light
Company, and that the facts stated therein are true.
DONALD S. BITTINGER
--------------------------
Donald S. Bittinger
President
Subscribed and sworn to before me this 13th day of November, 1961.
JOHN M. KENT
--------------------------
Notary Public
My Commission Expires Nov. 14, 1962
(NOTARIAL SEAL)
2
<PAGE> 28
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 13, 1961
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the condition and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By RALPH T. CATTERALL,
-----------------------------------
ACTING Chairman.
VIRGINIA:
In the Clerk's Office of the
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this day of and is
now returned to the State Corporation Commission by certified mail.
-----------------------------------
Clerk
<PAGE> 29
DISTRICT OF COLUMBIA
OFFICE OF SUPERINTENDENT OF CORPORATIONS
CERTIFICATE OF AMENDMENT
OF
WASHINGTON GAS LIGHT COMPANY
The undersigned, as Superintendent of Corporations of the District of
Columbia, hereby certifies that duplicate originals of Articles of Amendment to
the Articles of Incorporation of
WASHINGTON GAS LIGHT COMPANY
duly signed and verified pursuant to the provisions of the District of Columbia
Business Corporation Act, have been received in the office and are found to
conform to law.
ACCORDINGLY, the undersigned as such Superintendent of Corporations and by
virtue of the authority vested in him by law, hereby issues this Certificate of
Amendment to the Articles of Incorporation of
WASHINGTON GAS LIGHT COMPANY
and attaches hereto a duplicate original of the Articles of Amendment.
Filed
Dated: November 13, 1961 11-13-61
- - ------------------------------------ -----------------------------------
By AG
-----------------------------------
(Seal of Office of ALFRED GOLDSTEIN
Superintendent of Corporations) -----------------------------------
Superintendent of Corporations
<PAGE> 30
STATEMENT OF RESOLUTION
ESTABLISHING SERIES OF SHARES
and
ARTICLES OF SERIAL DESIGNATION
of
WASHINGTON GAS LIGHT COMPANY
Pursuant to the provisions of Section 14 of the District of Columbia
Business Corporation Act and Section 13.1-14 of the Virginia Stock Corporation
Act, the undersigned corporation submits the following statement and articles
for the purpose of establishing and designating a series of shares and fixing
and determining the relative rights and preferences thereof:
FIRST: The name of the corporation is Washington Gas Light Company.
SECOND: The following resolution, establishing and designating a series of
shares and fixing and determining the relative rights and preferences thereof,
was duly adopted by the Board of Directors of the corporation on April 25, 1962:
RESOLVED, That this Board of Directors does hereby establish a series
of Serial Preferred Stock of Washington Gas Light Company to consist of
150,000 shares and to be designated "$4.80 Series" (hereinafter sometimes
called the "$4.80 Series") and that this Board of Directors does hereby fix
and determine the following relative rights and preferences for such
series:
(1) The rate of dividend payable on the $4.80 Series shall be $4.80
per annum per share; and the initial dividend thereon shall be cumulative
from May 1, 1962, and shall be payable on August 1, 1962;
(2) The shares of the $4.80 Series shall be redeemable, in whole or in
part, at $110 per share on or before May 1, 1967, $107 thereafter and on
or before May 1, 1972, $104 per share thereafter and on or before May 1,
1977, and $101 per share thereafter, in each case plus an amount, in the
case of each share, computed at the rate of $4.80 per annum, from the date
on which dividends on such share became cumulative to the date fixed for
such redemption, less the aggregate of the dividends paid thereon prior to
such redemption date; and
(3) In the event of any voluntary liquidation, dissolution or winding
up of the Company, the amount payable upon shares of the $4.80 Series shall
be $110 per share if paid on or before May 1, 1967, $107 per share if paid
thereafter and on or before May 1, 1972, $104 per share if paid thereafter
and on or before May 1, 1977, and $101 per share if paid thereafter; and
in the event of any involuntary liquidation, dissolution or winding up of
the Company, the amount payable upon said shares of the $4.80 Series
shall be $100 per share; in each case in addition to accrued and unpaid
dividends.
April 25, 1962 WASHINGTON GAS LIGHT COMPANY
Attest: By DONALD S. BITTINGER
---------------------------------
DONALD S. BITTINGER
President
RODNEY W. REAMY
- - -----------------------------------
RODNEY W. REAMY
Assistant Secretary
By EDW. T. STAFFORD
---------------------------------
EDW. T. STAFFORD
Secretary
(Corporate Seal)
<PAGE> 31
DISTRICT OF COLUMBIA, SS:
I, John M. Kent, a Notary Public, do hereby certify that on this 25th day
of April, 1962, personally appeared before me Donald S. Bittinger, who being by
me first duly sworn, declared that he is President of Washington Gas Light
Company, that he signed the foregoing document as President of the corporation,
and that the statements contained therein are true.
JOHN M. KENT
-----------------------------------
Notary Public, D.C.
My Commission expires November 14, 1962.
(Notarial Seal)
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, APRIL 26, 1962
The accompanying articles having been delivered to the State Corporation
Commission on behalf of WASHINGTON GAS LIGHT COMPANY and the Commission having
found that the articles comply with the requirements of law and that all
required fees have been paid, it is
ORDERED that this CERTIFICATE OF SERIAL DESIGNATION be issued, and that
this order, together with the articles, be admitted to record in the office of
the Commission; and that the corporation have the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the CIRCUIT COURT OF
ARLINGTON COUNTY.
STATE CORPORATION COMMISSION
By JESSE W. DILLON
-------------------------------
Chairman
<PAGE> 32
STATEMENT OF RESOLUTION
ESTABLISHING SERIES OF SHARES
and
ARTICLES OF SERIAL DESIGNATION
of the Serial Preferred Stock $4.36
Convertible Series -- without par value
WASHINGTON GAS LIGHT COMPANY
Pursuant to the provisions of Section 29-908a of the District of Columbia
Code (1961 Edition) and Section 13.1-14 of the Code of Virginia (1950 Edition),
the undersigned corporation submits the following statement and articles for the
purpose of establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
FIRST: The name of the corporation is Washington Gas Light Company.
SECOND: The following resolution, establishing and designating a series of
shares and fixing and determining the relative rights and preferences thereof,
was duly adopted by the Board of Directors of the corporation on May 27, 1965:
RESOLVED, That this Board of Directors does hereby establish a series
of Serial Preferred Stock of Washington Gas Light Company to consist of
156,901 shares* and to be designated "$4.36 Convertible Series"
(hereinafter sometimes called "this Series") and that this Board of
Directors does now hereby fix and determine the following relative rights
and preferences for such series:
(A) The rate of dividend payable on this Series shall be $4.36 per
annum per share; and the initial dividend thereon shall be cumulative from
June 14, 1965 and shall be payable on August 2, 1965;
(B) The shares of this Series shall be redeemable, in whole or in
part, at $105 per share on or before June 1, 1966, $104 per share
thereafter and on or before June 1, 1967, $103 per share thereafter and on
or before June 1, 1968, $102 per share thereafter and on or before June 1,
1969, $101 per share thereafter and on or before June 1, 1970, and $100 per
share thereafter, in each case plus an amount, in the case of each share,
computed at the rate of $4.36 per annum, from the date on which dividends
on such share become cumulative to the date fixed for such redemption, less
the aggregate of the dividends paid thereon prior to such redemption date;
(C) In the event of any voluntary liquidation, dissolution or winding
up of the Company, the amount payable upon shares of this Series shall be
$105 per share if paid on or before June 1, 1966, $104 per share if paid
thereafter and on or before June 1, 1967, $103 per share if paid thereafter
and on or before June 1, 1968, $102 per share if paid thereafter and on or
before June 1, 1969, $101 per share if paid thereafter and on or before
June 1, 1970, and $100 per share if paid thereafter; and in the event of
any involuntary liquidation, dissolution or winding up of the Company, the
amount payable upon said shares of this Series shall be $100 per share; in
each case in addition to accrued and unpaid dividends; and
(D) The holders of shares of this Series shall have the right, at
their option, to convert such shares into shares of Common Stock of the
Company at any time during usual business hours on and subject to the
following terms and conditions:
- - ---------------
* The statement "of which 81,636 were heretofore treasury shares of the
$4.60 Convertible Series" was included after the words "156,901 shares" in the
second line of this Resolution as filed with the State Corporation Commission of
Virginia in order to comply with Virginia law.
<PAGE> 33
(1) The shares of this Series shall be convertible at the office
of any Transfer Agent, and at such other office or offices, if any, as
the Board of Directors may designate, into fully paid and
nonassessable shares (calculated as to each conversion to the nearest
1/100th of a share) of Common Stock of the Company, at the conversion
price, determined as hereinafter provided, in effect at the time of
conversion, each share of this Series being taken at $100 for the
purpose of such conversion. The price at which shares of Common Stock
shall be delivered upon conversion (herein called the "conversion
price") shall be initially $40 per share of Common Stock. The
conversion price shall be reduced in certain instances as provided in
paragraphs (3), (9) and (10) below, and shall be increased in certain
instances as provided in paragraph (10) below. No payment or
adjustment shall be made upon any conversion on account of any
dividends accrued on the shares of this Series surrendered for
conversion or on account of any dividends on the Common Stock issued
upon such conversion.
(2) In order to convert shares of this Series into Common Stock,
the holder thereof shall surrender at any office hereinabove mentioned
the certificate or certificates therefor, duly endorsed to the Company
or in blank, and give written notice to the Company at said office
that he elects to convert such shares. Shares of this Series shall be
deemed to have been converted immediately prior to the close of
business on the day of the surrender of such shares for conversion as
provided above, and the person or persons entitled to receive the
Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the conversion date, the
Company shall issue and shall deliver at said office a certificate or
certificates for the number of full shares of Common Stock issuable
upon such conversion, together with a scrip certificate for, or cash
in lieu of, any fraction of a share, as hereinafter provided, to the
person or persons entitled to receive the same. In case shares of
this Series are called for redemption, the right to convert such
shares shall cease and terminate at the close of business on the day
prior to the date fixed for redemption, unless default shall be made
in payment of the redemption price.
(3) In case the conversion price in effect immediately prior to
the close of business on any day shall exceed by 50 cents or more the
amount determined at the close of business on such day by dividing:
(i) a sum equal to (a) 3,138,010 multiplied by $40 (being
the initial conversion price), plus (b) the aggregate of the
amounts of all consideration received by the Company upon the
issuance of Additional Shares of Common Stock (as hereinafter
defined), minus (c) the aggregate of the amounts of all dividends
and other distributions which have been paid or made, after the
date of issuance of this Series, on Common Stock of the Company,
other than in cash out of its earned surplus or in Common Stock
of the Company, by
(ii) the sum of (a) 3,138,010 and (b) the number of
Additional Shares of Common Stock which shall have been
issued,
the conversion price shall be reduced, effective immediately prior to
the opening of business on the next succeeding day, by an amount equal
to the amount by which such conversion price shall exceed the amount
so determined. The foregoing amount
2
<PAGE> 34
of 50 cents (or such amount as theretofore adjusted) shall be subject
to adjustment as provided in paragraphs (9) and (10) below, and such
amount (or such amount as theretofore adjusted) is referred to in such
paragraphs as the "Differential Amount."
(4) The term "Additional Shares of Common Stock" as used herein
shall mean all shares of Common Stock issued by the Company after the
date of issuance of this Series (including shares deemed to be
"Additional Shares of Common Stock" pursuant to paragraph (10) below),
whether or not subsequently reacquired or retired by the Company,
other than:
(i) shares issued upon conversion of shares of this Series,
(ii) shares issued upon conversion of convertible securities
outstanding at the date of issuance of this Series, or upon
exercise of options which may be granted pursuant to any stock
option plan of the Company approved by the stockholders of the
Company, plus any additional shares which may be offered for sale
to officers or employees of the Company or of any subsidiary of
the Company and issued pursuant to any such offers; and
(iii) shares issued by way of dividend or other distribution
on shares of Common Stock excluded from the definition of
Additional Shares of Common Stock by the foregoing clauses (i) or
(ii) or this clause (iii) or on shares of Common Stock resulting
from any subdivision or combination of shares of Common Stock so
excluded.
The sale or other disposition of any shares of Common Stock or
other securities held in the treasury of the Company shall not be
deemed an issuance thereof.
(5) In case of the issuance of Additional Shares of Common Stock
for a consideration part or all of which shall be cash, the amount of
the cash consideration therefor shall be deemed to be the amount of
cash received by the Company for such shares (or, if such Additional
Shares of Common Stock are offered by the Company for subscription,
the subscription price, or, if such Additional Shares of Common Stock
are sold to underwriters or dealers for public offering without a
subscription offering, the initial public offering price), without
deducting therefrom any compensation or discount in the sale,
underwriting or purchase thereof by underwriters or dealers or others
performing similar services or for any expenses incurred in connection
therewith.
(6) In case of the issuance (otherwise than as a dividend or
other distribution on any stock of the Company or upon conversion or
exchange of other securities of the Company) of Additional Shares of
Common Stock for a consideration part or all of which shall be other
than cash, the amount of the consideration therefor other than cash
shall be deemed to be the value of such consideration as determined by
the Board of Directors, irrespective of the accounting treatment
thereof. The reclassification of securities other than Common Stock
into securities including Common Stock shall be deemed to involve the
issuance for a consideration other than cash of such Common Stock
immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such Common Stock.
(7) Additional Shares of Common Stock issuable by way of dividend
or other distribution on any class of capital stock of the Company
shall be deemed to have
3
<PAGE> 35
been issued without consideration, and shall be deemed to have been
issued immediately prior to the close of business on the date fixed
for the determination of stockholders entitled to receive such
dividend or other distribution, except that if the total number of
shares constituting such dividend or other distribution exceeds five
per cent of the total number of shares of Common Stock outstanding at
the close of business on the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution,
such Additional Shares of Common Stock shall be deemed to have been
issued immediately after the opening of business on the day following
the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution.
A dividend or other distribution in cash or in property
(including any dividend or other distribution in securities other than
Common Stock) shall be deemed to have been paid or made immediately
prior to the close of business on the date fixed for the determination
of stockholders entitled to receive such dividend or other
distribution and the amount of such dividend or other distribution in
property shall be deemed to be the value of such property as of the
date of the adoption of the resolution declaring such dividend or
other distribution, as determined by the Board of Directors at or as
of that date. In the case of any such dividend or other distribution
on Common Stock which consists of securities which are convertible
into or exchangeable for shares of Common Stock, such securities shall
be deemed to have been issued for a consideration equal to the value
thereof as so determined.
If, upon the payment of any dividend or other distribution in
cash or in property (excluding Common Stock but including all other
securities), outstanding shares of Common Stock are cancelled or
required to be surrendered for cancellation on a pro rata basis, the
excess of the number of shares of Common Stock outstanding immediately
prior thereto over the number to be outstanding immediately thereafter
(less that portion of such excess attributable to the cancellation of
shares excluded from the definition of Additional Shares of Common
Stock by clauses (i), (ii) or (iii) of paragraph (4) above), shall be
deducted from the sum computed pursuant to clause (ii) of paragraph
(3) above for the purposes of all determinations under such paragraph
(3) made immediately prior to the close of business on the date fixed
for the determination of stockholders entitled to receive such
dividend or other distribution and at any time thereafter.
The reclassification (including any reclassification upon a
consolidation or merger in which the Company is the continuing
corporation) of Common Stock into securities including other than
Common Stock shall be deemed to involve (a) a distribution on Common
Stock of such securities other than Common Stock made immediately
prior to the close of business on the effective date of the
reclassification, and (b) a combination or subdivision, as the case
may be, of the number of shares of Common Stock outstanding
immediately prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter.
The issuance by the Company of rights or warrants to subscribe
for or purchase securities of the Company shall not be deemed to be a
dividend or distribution of any kind.
(8) In case of the issuance of Additional Shares of Common Stock
upon conversion or exchange of other securities of the Company, the
amount of the considera-
4
<PAGE> 36
tion received by the Company for such Additional Shares of Common
Stock shall be deemed to be the total of (a) the amount of the
consideration, if any, received by the Company upon the issuance of
such other securities, plus (b) the amount of the consideration, if
any, other than such other securities, received by the Company (except
in adjustment of interest or dividends) upon such conversion or
exchange. In determining the amount of the consideration received by
the Company upon the issuance of such other securities (i) the amount
of the consideration in cash and other than cash shall be determined
pursuant to paragraphs (5), (6) and (7) above, and (ii) if securities
of the same class or series of a class as such other securities were
issued for different amounts of consideration, or if some were issued
for no consideration, then the amount of the consideration received
by the Company upon the issuance of each of the securities of such
class or series, as the case may be, shall be deemed to be the average
amount of the consideration received by the Company upon the issuance
of all the securities of such class or series, as the case may be.
(9) In case Additional Shares of Common Stock are issued as
a dividend or other distribution on any class of capital stock of the
Company, and the total number of shares constituting such dividend or
other distribution exceeds five per cent of the total number of shares
of Common Stock outstanding at the close of business on the date fixed
for the determination of stockholders entitled to receive such
dividend or other distribution, the conversion price and the
Differential Amount in effect at the opening of business on the day
following the date fixed for such determination shall be reduced by
multiplying such conversion price by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination and
the denominator shall be the sum of such number of shares and the
total number of shares constituting such dividend or other
distribution, such reductions to become effective immediately after
the opening of business on the day following the date fixed for such
determination. For the purposes of this paragraph (9), the number of
shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares
issuable in respect to scrip certificates issued in lieu of fractions
of shares of Common Stock (other than shares of Common Stock which,
upon issuance, would not constitute Additional Shares of Common
Stock). The Company will not pay any dividend or make any distribution
on shares of Common Stock held in the treasury of the Company.
(10) In case at any time after the date of issuance of this
Series outstanding shares of Common Stock shall be subdivided into a
greater number of shares of Common Stock, the conversion price and the
Differential Amount in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall
be proportionately reduced, and conversely, in case outstanding shares
of Common Stock shall be combined into a smaller number of shares of
Common Stock, the conversion price and the Differential Amount in
effect at the opening of business on the day following the day upon
which such combination becomes effective shall be proportionately
increased, such reductions or increases as the case may be, to become
effective immediately after the opening of business on the day
following the day upon which such subdivision or combination becomes
effective. In the event of any such subdivision, the number of shares
of Common
5
<PAGE> 37
Stock outstanding immediately thereafter, to the extent of the excess
thereof over the number outstanding immediately prior thereto (less
that portion of such excess attributable to the subdivision of
shares excluded from the definition of Additional Shares of Common
Stock by clauses (i), (ii) or (iii) of paragraph (4) above), shall
be deemed to be "Additional Shares of Common Stock" and to have been
issued immediately after the opening of business on the day following
the day upon which such subdivision shall have become effective and
without consideration. In the event of any such combination, the
excess of the number of shares of Common Stock outstanding
immediately prior thereto over the number outstanding immediately
thereafter (less that portion of such excess attributable to the
combination of shares excluded from the definition of Additional
Shares of Common Stock by clauses (i), (ii) or (iii) of paragraph (4)
above), shall be deducted from the sum computed pursuant to clause
(ii) of paragraph (3) above for the purposes of all determinations
under such paragraph (3) made on any day after the day upon which
such combination becomes effective. Shares of Common Stock held in
the treasury of the Company and shares issuable in respect to scrip
certificates issued in lieu of fractions of shares of Common Stock
(other than shares of Common Stock which, upon issuance, would not
constitute Additional Shares of Common Stock) shall be considered
outstanding for the purposes of this paragraph (10).
(11) Whenever the conversion price is adjusted as herein
provided:
(a) the Company shall compute the adjusted conversion
price in accordance with this paragraph (D) and shall prepare a
certificate signed by an officer of the Company setting forth
the adjusted conversion price and showing in reasonable detail
the facts upon which such adjustment is based, including a
statement of the consideration received or to be received by
the Company for, and the amount of, any Additional Shares of
Common Stock issued since the last such adjustment, and such
certificate shall forthwith be filed with the Transfer Agent or
Agents for this Series; and
(b) a notice stating that the conversion price has been
adjusted and setting forth the adjusted conversion price shall
forthwith be required, and as soon as practicable after it is
required, such notice shall be mailed to the holders of record
of the outstanding shares of this Series; provided, however,
that if within ten days after the completion of mailing of such
a notice, an additional notice is required, such additional
notice shall be deemed to be required pursuant to this clause
(b) as of the opening of business on the tenth day after such
completion of mailing and shall set forth the conversion price
as adjusted at such opening of business, and upon the mailing of
such additional notice no other notice need be given of any
adjustment in the conversion price occurring at or prior to such
opening of business and after the time that the next preceding
notice given by mail became required.
(12) In the event:
(a) the Company shall declare a dividend (or any other
distribution) on its Common Stock payable otherwise than in cash
out of its earned surplus; or
(b) the Company shall authorize the granting to the
holders of its Common Stock of rights to subscribe for or
purchase any shares of capital stock of any class or of any
other rights; or
6
<PAGE> 38
(c) of any reclassification of the capital stock of the
Company (other than a subdivision or combination of its
outstanding shares of Common Stock), or of any consolidation or
merger to which the Company is a party and for which approval of
any stockholders of the Company is required, or of the sale or
transfer of all or substantially all of the assets of the Company;
or
(d) of the voluntary or involuntary dissolution, liquidation
or winding up of the Company;
then the Company shall cause to be mailed to the Transfer Agent or
Agents for this Series and to the holders of record of the
outstanding shares of this Series, at least twenty days (or ten days
in any case specified in clause (a) or (b) above) prior to the
applicable record date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such
dividend, distribution or rights, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or
winding up is expected to become effective, and the date as of which
it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up.
(13) The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued
Common Stock, for the purpose of effecting the conversion of the
shares of this Series, the full number of shares of Common Stock then
deliverable upon the conversion of all shares of this Series then
outstanding.
(14) No fractional shares of Common Stock shall be issued upon
conversion, but, instead of any fraction of a share which would
otherwise be issuable, the Company shall, at its option, either
(a) issue nondividend bearing and nonvoting scrip
certificates for such fraction, such certificates to be in such
form and to contain such terms and conditions as the Board of
Directors shall at any time or from time to time in its discretion
fix and determine, provided that the certificates shall be
exchangeable, within such period (which shall end not less than
two years following the date of issue thereof) as the Board of
Directors shall determine, together with other scrip certificates
issued upon conversion of shares of this Series, for stock
certificates representing a full share or shares, and upon the
expiration of such period shall be exchangeable for cash, as
provided in the scrip certificates, within such further period
(which shall end not less than six years following the date of
issue of such certificates) as the Board of Directors shall
determine; or
(b) pay a cash adjustment in respect of such fraction in an
amount equal to the same fraction of the market price per share
of Common Stock (as determined by the Board of Directors) at the
close of business on the day of conversion.
(15) The Company will pay any and all taxes that may be payable in
respect of the issue or delivery of shares of Common Stock on
conversion of shares of this Series pursuant hereto. The Company
shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and
7
<PAGE> 39
delivery of shares of Common Stock in a name other than that in which
the shares of this Series so converted were registered, and no such
issue or delivery shall be made unless and until the person requesting
such issue has paid to the Company the amount of any such tax, or has
established, to the satisfaction of the Company, that such tax has
been paid.
(16) For the purpose of this paragraph (D), the term "Common
Stock" shall include any stock of any class of the Company which has
no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, and which is not subject to redemption by
the Company. However, shares issuable on conversion of shares of this
Series shall include only shares of the class designated as Common
Stock of the Company as of the date of issuance of this Series, or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of
dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company and
which are not subject to redemption by the Company; provided that if
at any time there shall be more than one such resulting class, the
shares of each such class then so issuable shall be substantially in
the proportion which the total number of shares of such class
resulting from all such reclassification bears to the total number
of shares of all such classes resulting from all such
reclassification.
THIRD: The said resolution was duly adopted by vote of a majority of the
directors present at a meeting thereof, at which a quorum was present and
acting, duly held and convened on the 27th day of May, 1965.
May 28, 1965 WASHINGTON GAS LIGHT COMPANY
By DONALD S. BITTINGER
------------------------
DONALD S. BITTINGER
Attest: [Corporate Seal] President
C. BRUCE DICKINSON
- - --------------------------------------
C. BRUCE DICKINSON
Assistant Secretary
By R. W. REAMY
------------------------
R. W. REAMY
Secretary
DISTRICT OF COLUMBIA, SS:
I, John M. Kent, a Notary Public, do hereby certify that on this 28th day
of May, 1965, personally appeared before me Donald S. Bittinger, who being by me
first duly sworn, declared that he is President of Washington Gas Light
Company, that he signed the foregoing document as President of the corporation,
and that the statements contained therein are true.
JOHN M. KENT
-----------------------------
[Notarial Seal] Notary Public, D.C.
My Commission expires November 14, 1967.
8
<PAGE> 40
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, May 28, 1965
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF SERIAL DESIGNATION be issued, and that
this order, together with the articles, be admitted to record in the office of
the Commission; and that the corporation have the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By JESSE W. DILLON,
------------------------------------
Chairman
<PAGE> 41
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 26th day of
October, 1966, the following resolution was adopted:
RESOLVED, That as of September 30, 1966, the Company had in its
treasury, 1,869 shares of $4.60 Convertible Preferred Stock which had
been surrendered to the Company for conversion into shares of Common
Stock, and that said 1,869 shares of $4.60 Convertible Preferred
Stock be and they hereby are cancelled, and that after such
cancellation, the stated capital of the Company, as of September 30,
1966, in the amount of $87,482,206.41 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 3,165,066
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 16,881
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 156,901
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Senior Vice President and its Secretary this
26th day of October, 1966, who declare under the penalties of perjury that the
facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By O. H. RITENOUR
-----------------------------------------
O. H. RITENOUR
Senior Vice President
By R. W. REAMY
-----------------------------------------
R. W. REAMY
Secretary
<PAGE> 42
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 9, 1966
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By RALPH T. CATTERALL
----------------------------------
Chairman
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County.
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 17th day of November 1966 and is now returned
to the State Corporation Commission by certified mail.
H. BRUCE GREEN
---------------------------------------
Clerk
<PAGE> 43
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 30th day of
October, 1967, the following resolution was adopted:
RESOLVED, That as of September 30, 1967, the Company had in its
treasury, 1,270 shares of Serial Preferred Stock, $4.60 Convertible
Series which had been surrendered to the Company for conversion into
shares of Common Stock, and that said 1,270 shares of $4.60
Convertible Preferred Stock be and they hereby are cancelled, and that
after such cancellation, the stated capital of the Company, as of
September 30, 1967, in the amount of $87,481,588.92 shall remain
unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
<TABLE>
<CAPTION>
Class of Stock No. of Issued Shares
-------------- --------------------
<S> <C>
Common 3,169,883
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 15,611
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 156,901
</TABLE>
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Senior Vice President and its Secretary this
30th day of October, 1967, who declare under the penalties of perjury that the
facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By O. H. RITENOUR
----------------------------
O. H. RITENOUR
Senior Vice President
By R. W. REAMY
----------------------------
R. W. REAMY
Secretary
<PAGE> 44
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 3, 1967
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By RALPH T. CATTERALL
-----------------------------------
Acting Chairman
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 10th day of November 1967 and is now returned
to the State Corporation Commission by certified mail.
H. BRUCE GREEN
-----------------------------------
Clerk
<PAGE> 45
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. ARTICLE IV of the Charter of the Company shall be amended to read as
follows:
The Company shall have authority to issue 5,000,000 shares of capital
stock without par value, divided into 4,500,000 shares of Common Stock
and 500,000 shares of Serial Preferred Stock.
3. January 31, 1968, was the date of the meeting of the Board of Directors, at
which the above amendment was found in the best interests of the Company and
directed to be submitted to a vote at a meeting of the stockholders. Notice
of such meeting of stockholders was given on February 23, 1968, in the
manner provided by the District of Columbia Business Corporation Act and
the Virginia Stock Corporation Act, and was accompanied by a copy of these
Articles of Amendment. The date of the adoption of the amendment by the
stockholders was March 25, 1968. Said amendment to the Charter of the
Company neither provides for any exchange, reclassification, or
cancellation of issued shares, nor effects any change in the amount of the
Company's stated or paid-in capital.
4. The number of shares outstanding and entitled to vote thereon was
3,624,674, of which 3,172,218 shares were shares of Common Stock without
par value entitled to vote thereon as a class. 3,073,915 shares (including
2,707,107 shares of Common Stock) voted for such amendment and 35,150
shares (including 32,286 shares of Common Stock) voted against such
amendment.
Dated: March 26, 1968 WASHINGTON GAS LIGHT COMPANY
Attest: By DONALD S. BITTINGER
------------------------------
Donald S. Bittinger
C. B. DICKINSON President
- - -----------------------------------
C. B. Dickinson By R. W. REAMY
Assistant Secretary ------------------------------
R. W. Reamy
Secretary
[Corporate Seal]
DISTRICT OF COLUMBIA, SS:
Donald S. Bittinger, being duly sworn, deposes and says that he executed
the above Articles of Amendment as President of Washington Gas Light Company,
and that the facts stated therein are true.
DONALD S. BITTINGER
----------------------------------
Donald S. Bittinger
Subscribed and sworn to before me this 26th day of March, 1968.
JOSEPH H. STREETT
----------------------------------
Notary Public
My Commission expires 2/14/72.
<PAGE> 46
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, March 26, 1968
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County
STATE CORPORATION COMMISSION
By JESSE W. DILLON
-----------------------------------
Chairman
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this _______ day of ______________ and is now
returned to the State Corporation Commission by certified mail.
-----------------------------------
Clerk
OFFICE OF RECORDER OF DEEDS
Corporation Division
Sixth and D Streets, N. W.
Washington, D.C. 20001
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of
Columbia Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
March 26, 1968.
PETER S. RIDLEY,
Recorder of Deeds, D. C.
By ALFRED GOLDSTEIN
-----------------------------------------
Superintendent of Corporations
(Seal of the Office of
Superintendent of Corporations)
<PAGE> 47
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 30th day of
October, 1968, the following resolution was adopted.
RESOLVED, That, Whereas, as of September 30, 1968, the Company
had in its treasury, 2,920 shares of Serial Preferred Stock, $4.60
Convertible Series, and 680 shares of Serial Preferred stock, $4.36
Convertible Series, which had been surrendered to the Company for
conversion into shares of Common Stock, and that said 2,920 shares of
$4.60 and 680 shares of $4.36 Convertible Preferred Stock be and they
hereby are cancelled, and that after such cancellation, the stated
capital of the Company, as of September 30, 1968, in the amount of
$97,741,260.26 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 3,576,580
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 12,691
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 156,221
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and Chief Financial Officer
and its Secretary this 30th day of October, 1968, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By C. C. PIKE
------------------------------------------
C. C. Pike
Vice President and Chief Financial Officer
By R. W. REAMY
------------------------------------------
R. W. Reamy
Secretary
<PAGE> 48
COMMONWEALTH OF VIRGINA
STATE CORPORATION COMMISSION
AT RICHMOND, November 7, 1968
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By JESSE W. DILLON
---------------------------------------
Chairman
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County.
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this _______ day of ____________ and is now returned
to the State Corporation Commission by certified mail.
---------------------------------------
Clerk
<PAGE> 49
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 29th day of
October, 1969, the following resolution was adopted.
RESOLVED, That, Whereas, as of September 30, 1969, the Company
had in its treasury, 768 shares of Serial Preferred Stock, $4.60
Convertible Series, and 6,294 shares of Serial Preferred stock, $4.36
Convertible Series, which had been surrendered to the Company for
conversion into shares of Common Stock, and that said 768 shares of
$4.60 and 6,294 shares of $4.36 Convertible Preferred Stock be and
they hereby are cancelled, and that after such cancellation, the
stated capital of the Company, as of September 30, 1969, in the
amount of $97,835,369.54 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 3,599,342
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 11,923
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 149,927
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and Chief Financial Officer
and its Secretary this 29th day of October, 1969, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By C. C. PIKE
------------------------------------------
C. C. Pike
Vice President and Chief Financial Officer
By R. W. REAMY
------------------------------------------
R. W. Reamy
Secretary
<PAGE> 50
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 5, 1969
The accompanying articles having been delivered to the State
Corporation Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court, Arlington County.
STATE CORPORATION COMMISSION
By RALPH T. CATTERALL
--------------------------
Chairman
VIRGINIA:
In the Clerk's Office of the Circuit Court, Arlington County.
The foregoing certificate (including the accompanying articles) has
been duly recorded in my office this 13th day of November 1969 and is now
returned to the State Corporation Commission by certified mail.
H. BRUCE GREEN
--------------------------
Clerk
<PAGE> 51
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 28th day of
October, 1970, the following resolution was adopted.
RESOLVED, That, Whereas, as of September 30, 1970, the Company
had in its treasury, 1,647 shares of Serial Preferred Stock, $4.60
Convertible Series, and 11,076 shares of Serial Preferred stock,
$4.36 Convertible Series, which had been surrendered to the Company
for conversion into shares of Common Stock, and that said 1,647
shares of $4.60 and 11,076 shares of $4.36 Convertible Preferred
Stock be and they hereby are cancelled, and that after such
cancellation, the stated capital of the Company, as of
September 30, 1970, in the amount of $97,834,515.73 shall remain
unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 3,634,382
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 10,276
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 138,851
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and Chief Financial Officer
and its Secretary this 28th day of October, 1970, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By C. C. PIKE
----------------------------------------
C. C. Pike
Vice President and Chief Financial Officer
By R. W. REAMY
----------------------------------------
R. W. Reamy
Secretary
<PAGE> 52
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 9, 1970
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By H. LESTER HOOKER
--------------------------------
Chairman
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County.
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this day of and is now returned to
the State Corporation Commission by certified mail.
----------------------------------
Clerk
<PAGE> 53
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. ARTICLE IV of the Charter of the Company shall be amended to read as
follows:
The Company shall have authority to issue 6,000,000 shares of
capital stock without par value, divided into 5,500,000 shares of
Common Stock and 500,000 shares of Serial Preferred Stock.
3. January 27, 1971 was the date of the meeting of the Board of Directors,
at which the above amendment was found in the best interests of the
Company and directed to be submitted to a vote at a meeting of the
stockholders. Notice of such meeting of stockholders was given on
February 19, 1971, in the manner provided by the District of Columbia
Business Corporation Act and the Virginia Stock Corporation Act, and was
accompanied by a copy of these Articles of Amendment. The date of the
adoption of the amendment by the stockholders was March 22, 1971. Said
amendment to the Charter of the Company neither provides for any
exchange, reclassification, or cancellation of issued shares, nor effects
any change in the amount of the Company's stated or paid-in capital.
4. The number of shares outstanding and entitled to vote thereon was
4,083,533, of which 3,664,636 shares were shares of Common Stock without
par value entitled to vote thereon as a class. 3,347,953 shares
(including 3,028,037 shares of Common Stock) voted for such amendment and
87,533 shares (including 84,171 shares of Common Stock) voted against
such amendment.
Dated: March 23, 1971 WASHINGTON GAS LIGHT COMPANY
By PAUL E. REICHARDT
--------------------------
Paul E. Reichardt
President
Attest:
C. B. DICKINSON
- - --------------------------------
C. B. Dickinson
Assistant Secretary
By R. W. REAMY
--------------------------
R. W. Reamy
Secretary
(Corporate Seal)
DISTRICT OF COLUMBIA, SS:
Paul E. Reichardt, being duly sworn, deposes and says that he executed the
above Articles of Amendment as President of Washington Gas Light Company, and
that the facts stated therein are true.
PAUL E. REICHARDT
----------------------------
Paul E. Reichardt
Subscribed and sworn to before me this 23d day of March, 1971.
MADELEINE M. BUSH
----------------------------
Notary Public
My commission expires October 14, 1973.
<PAGE> 54
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, March 23, 1971
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County
STATE CORPORATION COMMISSION
By JESSE W. DILLON
--------------------------
Chairman
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this day of and is now returned to
the State Corporation Commission by certified mail.
----------------------------
Clerk
OFFICE OF RECORDER OF DEEDS
Corporation Division
Sixth and D Streets, N.W.
Washington, D.C. 20001
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of
Columbia Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
March 23, 1971.
PETER S. RIDLEY,
Recorder of Deeds, D.C.
By ALFRED GOLDSTEIN
-----------------------------
Superintendent of Corporations
(Seal of the Office of
Superintendent of Corporations)
<PAGE> 55
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 27th day of October,
1971, the following resolution was adopted.
RESOLVED, That, Whereas, as of September 30, 1971, the Company
had in its treasury, 3,350 shares of Serial Preferred Stock, $4.60
Convertible Series, and 31,312 shares of Serial Preferred Stock, $4.36
Convertible Series, which had been surrendered to the Company for
conversion into shares of Common Stock, and that said 3,350 shares of
$4.60 and 31,312 shares of $4.36 Convertible Preferred Stock be and
they hereby are cancelled, and that after such cancellation, the stated
capital of the Company, as of September 30, 1971, in the amount of
$108,215,145.89 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,136,266
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 6,926
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 107,539
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and Chief Financial Officer
and its Secretary this 28th day of October, 1971, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By C. C. PIKE
----------------------------------------
C. C. Pike
Vice President and Chief Financial Officer
By R. W. REAMY
----------------------------------------
R. W. Reamy
Secretary
<PAGE> 56
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 3, 1971
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County
STATE CORPORATION COMMISSION
By RALPH T. CATTERALL
--------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this day of and is now returned to the
State Corporation Commission by certified mail.
----------------------------
Clerk
<PAGE> 57
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 25th day of
October, 1972, the following resolution was adopted.
RESOLVED, That, Whereas, as of September 30, 1972, the Company
had in its treasury, 424 shares of Serial Preferred Stock, $4.60
Convertible Series, and 21,899 shares of Serial Preferred stock,
$4.36 Convertible Series, which had been surrendered to the Company
for conversion into shares of Common Stock, and that said 424 shares
of $4.60 and 21,899 shares of $4.36 Convertible Preferred Stock be
and they hereby are cancelled, and that after such cancellation, the
stated capital of the Company, as of September 30, 1972, in the
amount of $108,311,412.26 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,200,568
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 6,502
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 85,640
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President-Finance and its Secretary this
25th day of October, 1972, who declare under the penalties of perjury that the
facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By E. R. MELLON
----------------------------
E. R. Mellon
Vice President-Finance
By R. W. REAMY
----------------------------
R. W. Reamy
Secretary
<PAGE> 58
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 10, 1972
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By JUNIE BRADSHAW
--------------------------
Chairman
VIRGINIA
In the Clerk's Office of the Circuit Court of Arlington County.
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 20th day of November, 1972 and is now returned
to the State Corporation Commission by certified mail.
H. BRUCE GREEN
--------------------------
Clerk
<PAGE> 59
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 31st day of
October, 1973, the following resolution was adopted.
RESOLVED, That, Whereas, as of September 30, 1973, the Company
had in its treasury, 438 shares of Serial Preferred Stock, $4.60
Convertible Series, and 21,674 shares of Serial Preferred stock, $4.36
Convertible Series, which had been surrendered to the Company for
conversion into shares of Common Stock, and that said 438 shares of
$4.60 and 21,674 shares of $4.36 Convertible Preferred Stock be and
they hereby are cancelled, and that after such cancellation, the stated
capital of the Company, as of September 30, 1973, in the amount of
$108,310,399.51 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,260,523
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 6,064
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 63,966
IN WITNESS WHEREOF, the undersigned corporation has caused these
articles to be executed in its name by its Vice President and General Counsel
and its Secretary this 31st day of October, 1973, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By S.S. Hollingsworth
----------------------------------
S.S. Hollingsworth
Vice President and General Counsel
By R.W. Reamy
----------------------------------
R.W. Reamy
Secretary
<PAGE> 60
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 14, 1973
The accompanying articles having been delivered to the State
Corporation Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE of REDUCTION be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
-----------------------------
Commissioner
VIRGINIA
In the Clerk's Office of the Circuit Court of Arlington County.
The foregoing certificate (including the accompanying articles) has
been duly recorded in my office this 20th day of November, 1973 and is now
returned to the State Corporation Commission by certified mail.
H. BRUCE GREEN
-----------------------------
Clerk
<PAGE> 61
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 30th day of
October, 1974, the following resolution was adopted:
RESOLVED, That, Whereas, as of September 30, 1974, the
Company had in its treasury, 586 shares of Serial Preferred
Stock, $4.60 Convertible Series, and 2,109 shares of Serial
Preferred Stock, $4.36 Convertible Series, which had been
surrendered to the Company for conversion into shares of Common
Stock, and that said 586 shares of $4.60 and 2,109 shares of
$4.36 Convertible Preferred Stock be and they hereby are
cancelled, and that after such cancellation, the stated capital
of the Company, as of September 30, 1974, in the amount of
$108,309,602.46 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series,
after giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,268,388
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 5,478
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 61,857
IN WITNESS WHEREOF, the undersigned corporation has caused these
articles to be executed in its name by its Vice President and General Counsel
and its Secretary this 30th day of October, 1974, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By S. S. HOLLINGSWORTH
-------------------------------------
S. S. Hollingsworth
Vice President and General Counsel
By C. B. DICKINSON
-------------------------------------
C. B. Dickinson
Secretary
<PAGE> 62
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 4, 1974
The accompanying articles having been delivered to the State
Corporation Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE of REDUCTION be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
----------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County.
The foregoing certificate (including the accompanying articles) has
been duly recorded in my office this 13th day of November, 1974 and is now
returned to the State Corporation Commission by certified mail.
JOSEPH C. GWALTNEY
----------------------------
Clerk
<PAGE> 63
ARTICLES OF AMENDMENT
1. The name of the Corporation is Washington Gas Light Company.
2. ARTICLE IV of the Charter of the Company shall be amended to read as
follows:
The Company shall have authority to issue 7,000,000 shares of capital
stock without par value divided into 5,500,000 shares of Common Stock and
1,500,000 shares of Serial Preferred Stock.
3. ARTICLE V, Section 1, of the Charter of the Company shall be retitled to
read as follows:
ARTICLE V, Section 1(a), Authority of Board of Directors--Serial
Preferred Stock (Voting)
The word "(Voting)" shall be inserted after the words "Serial Preferred
Stock" in the first sentence of Article V, Section 1(a).
4. A new section shall be added to ARTICLE V, designated as follows:
Section 1(b). Authority of Board of Directors--Serial Preferred Stock
(Nonvoting)
The Board of Directors is hereby expressly authorized, within
limitations and restrictions stated hereinafter, to provide from time to
time for the issue of Serial Preferred Stock (Nonvoting) in series and,
with respect to each series, to determine and fix:
(a) The serial designation and authorized number of shares.
(b) The rate of dividend.
(c) The price at, and the terms and conditions on, which
shares may be redeemed.
(d) The amount payable upon shares in event of involuntary
liquidation.
(e) The amount payable upon shares in event of voluntary
liquidation.
(f) Sinking fund provisions (if any) for the redemption or
purchase of shares.
(g) The terms and conditions on which shares may be converted,
if the shares of any series are issued with the privilege
of conversion.
5. A new Section shall be added to ARTICLE V, designated as follows:
Section 1(c). Definition--Serial Preferred Stock
Unless otherwise stated, the words "Serial Preferred Stock"
appearing in ARTICLES IV and V shall mean both Serial Preferred Stock
(Voting) and Serial Preferred Stock (Nonvoting).
6. Paragraph (a) of Section 9 of ARTICLE V of the Charter of the Company shall
be amended to read as follows:
(a) The holders of the Serial Preferred Stock (Voting) and of the Common
Stock shall be entitled, for all purposes except as hereinafter
provided, to one vote for each share held by them of record on the
books of the Company. Serial Preferred Stock, issued after January 1,
1975, may be nonvoting, subject, however, to the provisions of Sections
9(b), 9(c), and 9(d) of this ARTICLE V.
1
<PAGE> 64
7. ARTICLE V, Section 6, Paragraph (b), of the Charter of the Company shall be
amended to read as follows:
(b) No holder of Common Stock shall be entitled as such as a matter of
right to subscribe for or purchase any part of any new or additional
issue of stock or securities convertible into or carrying or evidencing
any right to purchase stock, of any class whatever, whether now or
hereafter authorized, and whether issued for cash, property, services
or otherwise.
8. December 23, 1974, was the date of the meeting of the Board of Directors, at
which the above amendments were set forth in resolutions adopted by the
Board, which found them in the best interests of the Company, and directed
them to be submitted to a vote at a meeting of the stockholders. Notice of
such meeting of stockholders was given on February 21, 1975, in the manner
provided by the District of Columbia Business Corporation Act and the
Virginia Stock Corporation Act, and was accompanied by a copy of these
Articles of Amendment. The date of the adoption of the amendments by the
stockholders was March 24, 1975. Said amendments to the Charter of the
Company neither provide for any exchange, reclassification, or cancellation
of issued shares, nor effect any change in the amount of the Company's
stated or paid-in capital.
9. The number of shares outstanding and entitled to vote with respect to the
amendment of ARTICLE IV of the Charter of the Company was 4,617,422, of
which 4,270,116 shares were shares of Common Stock without par value and
347,306 shares were shares of Serial Preferred Stock without par value each
entitled to vote thereon as a class. As to the amendment of ARTICLE IV of
the Charter of the Company, 3,466,620 shares (including 3,203,967 shares of
Common Stock and 262,653 shares of Serial Preferred Stock) voted for such
amendment and 263,978 shares (including 254,567 shares of Common Stock and
9,411 shares of Serial Preferred Stock) voted against such amendment.
The number of shares outstanding and entitled to vote with respect to the
amendments of SECTIONS 1 and 9 of ARTICLE V of the Charter of the Company
was 4,617,422, of which 4,270,116 shares were shares of Common Stock without
par value and 347,306 shares were shares of Serial Preferred Stock without
par value, the latter entitled to vote thereon as a class. As to the
amendments of SECTIONS 1 and 9 of ARTICLE V of the Charter of the Company,
3,718,021 shares (including 3,456,385 shares of Common Stock and 261,636
shares of Serial Preferred Stock) voted for such amendment and 285,230
shares (including 274,911 shares of Common Stock and 10,319 shares of Serial
Preferred Stock) voted against such amendment.
The number of shares outstanding and entitled to vote with respect to the
amendment of SECTION 6 of ARTICLE V of the Charter of the Company was
4,617,422, of which 4,270,116 shares were shares of Common Stock without par
value, and 66,706 shares were shares of Serial Preferred Stock, Convertible
Series, each entitled to vote thereon as a class, and 280,600 shares were
shares of Serial Preferred Stock, other than Convertible Series. As to the
amendment of SECTION 6 of ARTICLE V of the Charter of the Company, 3,146,916
shares (including 2,886,016 shares of Common Stock, 50,972 shares of Serial
Preferred Stock, Convertible Series, and 209,928 shares of Serial Preferred
Stock, other than Convert-
2
<PAGE> 65
ible Series) voted for such amendment and 583,847 shares (including 568,127
shares of Common Stock, 4,017 shares of Serial Preferred Stock, Convertible
Series, and 11,703 shares of Serial Preferred Stock, other than Convertible
Series) voted against such amendment.
WASHINGTON GAS LIGHT COMPANY
Dated: March 27, 1975
By: PAUL E. REICHARDT
Attest: ------------------------------
Paul E. Reichardt
ALFRED J. ABE Chairman of the Board and
- - --------------------------- President
Alfred J. Abe
Assistant Secretary By: C. BRUCE DICKINSON
------------------------------
C. Bruce Dickinson
Secretary
(Corporate Seal)
DISTRICT OF COLUMBIA, SS:
Paul E. Reichardt, being duly sworn, deposes and says that he executed
the foregoing Articles of Amendment as Chairman of the Board and President of
Washington Gas Light Company, and that the facts stated therein are true.
PAUL E. REICHARDT
------------------------------
Paul E. Reichardt
Subscribed and sworn to before me on this 28th day of March, 1975.
JOHN M. KENT
------------------------------
Notary Public
My commission expires November 14, 1977.
(Notary Seal)
<PAGE> 66
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, April 8, 1975
The accompanying articles having been delivered to the State
Corporation Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is ______________________
_______ ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
----------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has
been duly recorded in my office this __________ day of __________ and is now
returned to the State Corporation Commission by certified mail.
----------------------------------
Clerk
OFFICE OF RECORDER OF DEEDS
Corporation Division
Sixth and D Streets, N.W.
Washington, D.C. 20001
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of
Columbia Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
April 14, 1975.
PETER S. RIDLEY,
Recorder of Deeds, D.C.
By DAVID H. COLE
----------------------------------
Superintendent of Corporation
(Seal of the Office of
Superintendent of Corporation)
4
<PAGE> 67
STATEMENT OF RESOLUTION
Establishing Series of Shares
and
Articles of Serial Designation
of Serial Preferred Stock $2.55 Series
WASHINGTON GAS LIGHT COMPANY
Pursuant to the Provisions of Section 29-908a of the District of
Columbia Code (1973 Edition) and Section 13.1-14 of the Code of Virginia (1973
Edition), the undersigned corporation submits the following statement and
articles for the purpose of establishing and designating a series of shares and
fixing and determining the relative rights and preferences thereof:
FIRST: The name of the corporation is Washington Gas Light Company.
SECOND: The following resolution, establishing and designating a series
of shares and fixing and determining the relative rights and preferences
thereof, was duly adopted by the Board of Directors of the corporation on June
23, 1975:
RESOLVED, That the Board of Directors of Washington Gas Light
Company does hereby establish a series of Serial Preferred Stock
(Nonvoting) of Washington Gas Light Company to consist of 400,000
shares and to be designated "Serial Preferred Stock, $2.55 Series,"
(hereinafter called New Serial Preferred Stock) and that such Board of
Directors does now hereby fix and determine the following relative
rights and preferences for such stock:
(A) The rate of dividend payable on this Series shall be $2.55 per
annum per share; and the initial dividend thereon shall be cumulative from July
1, 1975, and shall be payable quarterly beginning August 1, 1975;
(B) The shares of the New Serial Preferred Stock may be redeemed upon
at least 30 and not more than 60 days notice, in whole or in part at any time,
at the following prices during the twelve months period commencing July 1 of
the years indicated, in each case plus accrued and unpaid dividends; provided
however, that no share of the New Serial Preferred Stock shall be redeemed
prior to July 1, 1980, otherwise than pursuant to the Sinking Fund, if such
redemption is for the purpose or in anticipation of refunding such shares
through the use, directly or indirectly, of funds derived through the issuance
by the Company of stock ranking prior to or on a parity with the New Serial
Preferred Stock as to dividends or assets, if such borrowed funds have an effec-
<PAGE> 68
tive interest cost to the Company or such stock has an effective
dividend cost to the Company of less than 10.68% per annum.
1975 .........$27.55 1982 .........$26.70 1989 .........$25.85
1976 ......... 27.43 1983 ......... 26.58 1990 ......... 25.73
1977 ......... 27.31 1984 ......... 26.46 1991 ......... 25.61
1978 ......... 27.19 1985 ......... 26.34 1992 ......... 25.49
1979 ......... 27.07 1986 ......... 26.22 1993 ......... 25.37
1980 ......... 26.95 1987 ......... 26.10 1994 ......... 25.25
1981 ......... 26.83 1988 ......... 25.98 1995 ......... 25.13
1996 or
thereafter...... 25.00
(C) Holders of Serial Preferred Stock of each series are
entitled to receive out of assets available for distribution to
stockholders in the event of any liquidation, dissolution or winding up
of the Company, full payment of the applicable liquidation preference
fixed for such series, plus accrued and unpaid dividends, before any
distribution or payment may be made to holders of Common Stock. The
liquidation preferences fixed for the New Serial Preferred Stock are
$25 per share on involuntary liquidation and, on voluntary liquidation,
an amount equal to the applicable redemption price.
(D) The New Serial Preferred Stock will be entitled to a
cumulative sinking fund sufficient to retire, by lot, a minimum of
20,000 shares of New Serial Preferred Stock on July 1 in each year
beginning in 1978, at $25 plus accrued dividends. At its option, the
Company may redeem, by lot, through the sinking fund on July 1 in each
such year not more than 20,000 additional shares. The right to redeem
such additional shares shall not be cumulative and shall not reduce the
sinking fund requirement in any subsequent year. The sinking fund
requirement may be satisfied in whole or in part by crediting shares of
the New Serial Preferred Stock purchased by the Company other than
through operations of the sinking fund. In the event that the Company
should be in arrears in the redemption of the New Serial Preferred
Stock pursuant to the sinking fund, the Company shall not purchase,
redeem, or otherwise acquire for value, or pay dividends on, any stock
junior to the New Serial Preferred Stock.
THIRD: The said resolution was duly adopted by vote of a majority of the
directors present at a meeting thereof, at which a quorum was present and
acting, duly held and convened on the 23rd day of June, 1975.
WASHINGTON GAS LIGHT COMPANY
June 24, 1975
By PAUL E. REICHARDT
----------------------------
Paul E. Reichardt
Chairman of the Board
and President
Attest: (Corporate Seal)
ALFRED J. ABE By C. BRUCE DICKINSON
------------------------------ ----------------------------
Alfred J. Abe C. Bruce Dickinson
Assistant Secretary Secretary
2
<PAGE> 69
DISTRICT OF COLUMBIA, SS:
I, John M. Kent, a Notary Public, do hereby certify that on this 24th
day of June, 1975, personally appeared before me Paul E. Reichardt, who being
by me first duly sworn, declared that he is Chairman of the Board and President
of Washington Gas Light Company, that he signed the foregoing document as
Chairman of the Board and President of the corporation, and that the statements
contained therein are true.
JOHN M. KENT
------------------------------
Notary Public, D. C.
(Notarial Seal)
My Commission expires November 14, 1977.
3
<PAGE> 70
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, July 1, 1975
The accompanying articles having been delivered to the State
Corporation Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF SERIAL DESIGNATION be issued, and that
this order, together with the articles, be admitted to record in the office of
the Commission; and that the corporation have the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County
STATE CORPORATION COMMISSION
By PRESTON C. SHANNON
----------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this ____ day of ________________ and is now returned to
the State Corporation Commission by certified mail.
----------------------------------
Clerk
4
<PAGE> 71
STATEMENT OF RESOLUTION
Establishing Series of Shares
and
Articles of Serial Designation
of
WASHINGTON GAS LIGHT COMPANY
Pursuant to the provisions of Section 29-908a of the District of
Columbia Business Corporation Act and Section 13.1-14 of the Virginia Stock
Corporation Act, the undersigned corporation submits the following statement
and articles for the purpose of establishing and designating a series of shares
and fixing and determining the relative rights and preferences thereof:
FIRST: The name of the corporation is Washington Gas Light Company.
SECOND: The following resolution, establishing and designating a series
of shares and fixing and determining the relative rights and preferences
thereof, was duly adopted by the Board of Directors of the corporation on
September 11, 1975:
RESOLVED, That the Board of Directors (the "Board") of
Washington Gas Light Company (the "Company") does hereby establish a
series of Serial Preferred Stock (Non-voting) of the Company to consist
of 50,000 shares and to be designated "Serial Preferred Stock, $10.00
Series" (hereinafter called the "$10.00 Series"). No shares of the
$10.00 Series in excess of 50,000 shares shall be issued by the Company.
The $10.00 Series shall in all respects conform to the terms, conditions
and provisions set forth in Articles IV and V of the Charter of the
Company relating to the 1,500,000 shares of Serial Preferred Stock
authorized in such Charter and shall have the following additional
terms, conditions and provisions which are hereby fixed and determined
by this Board pursuant to the powers conferred upon this Board by such
Charter:
(A) The dividends on the $10.00 Series shall be
cumulative from and after the date of issue and be paid at the
annual rate of $10.00 per share, payable quarterly on the first
day of November, February, May and August in each year
commencing November 1, 1975, when and as declared by the Board.
The dividend payable on November 1, 1975, shall be for the
period from the date of the original issue of the $10.00 Series
to October 31, 1975, both dates inclusive. The dividend payable
on November 1, 1975, and dividends payable on the date of any
redemption or purchase of the $10.00 Series, not occurring on a
regular dividend payment date as provided in this paragraph (A),
shall be calculated on the basis of a 360-day year.
<PAGE> 72
(B) Except as provided in the second subparagraph of
this paragraph (B) hereof, shares of the $10.00 Series shall not
be redeemed at the option of the Company, prior to September 15,
1978. On or after September 15, 1978, shares of the $10.00
Series may be redeemed by the Company at any time upon not less
than 30 days notice, in whole or in part, at the option of the
Company at the following redemption prices per share, plus an
amount equal to full cumulative dividends thereon to the
redemption date ("full cumulative dividends" shall be computed
at a rate of $10.00 per annum for the period from the date on
which dividends on such share became cumulative to the date
fixed for such redemption, less the aggregate of the dividends
paid thereon prior to such redemption date):
<TABLE>
<CAPTION>
Redemption Occurring
During 12-Month Period Redemption Price
Commencing September 15 Per Share
----------------------- ----------------
<S> <C>
1978 ................................... $104.00
1979 ................................... 103.00
1980 ................................... 102.00
1981 ................................... 101.00
1982 and thereafter .................... 100.00
</TABLE>
In the event that on or prior to September 15, 1977, a
statute is enacted or a regulation is adopted which would permit
certain or all corporations, including the Company, to deduct
for Federal Income tax purposes all or any part of the dividends
paid on its or their preferred stock the $10.00 Series may be
redeemed in whole, but not in part, on or prior to September 15,
1977, at the option of the Company, at $110.00 per share, plus
an amount equal to full cumulative dividends thereon to the
redemption date.
(C) In the event of any involuntary liquidation,
dissolution or winding up of the Company, the holders of the
shares of the $10.00 Series shall be entitled to receive $100
per share together with all accrued and unpaid dividends through
the date of such involuntary liquidation, dissolution or winding
up of the Company before any distribution shall be made to
holders of Common or other junior stock; but if the liquidation,
dissolution or winding up is voluntary, the holders of the
shares of the $10.00 Series shall be entitled to receive an
amount equal to the then applicable redemption price set forth
in the schedule in paragraph (B) (plus full cumulative dividends
thereon) before any distribution is made to the holders of
Common or other junior stock. If such voluntary liquidation,
dissolution or winding up should occur prior to September 15,
1978, the holders of the shares of the $10.00 Series shall be
entitled to receive $104 per share (plus full cumulative
dividends thereon).
IN WITNESS WHEREOF, this statement and articles has been made under the
seal of Washington Gas Light Company and has been signed by Paul E. Reichardt,
its Chairman of
2
<PAGE> 73
the Board and President, and C. Bruce Dickinson, its Secretary, this 11th day
of September, 1975.
By PAUL E. REICHARDT
-----------------------------------
Paul E. Reichardt
Chairman of the Board and President
Attest: (Corporate Seal)
ALFRED J. ABE
- - -----------------------------------
Alfred J. Abe
Assistant Secretary
By C. BRUCE DICKINSON
----------------------------------
C. Bruce Dickinson
Secretary
DISTRICT OF COLUMBIA, SS:
I, John M. Kent, a Notary Public, do hereby certify that on this 11th
day of September, 1975, personally appeared before me Paul E. Reichardt, who
being by me first duly sworn, declared that he is Chairman of the Board and
President of Washington Gas Light Company, that he signed the foregoing
document as such officer of the Company, and that the statements contained
therein are true.
JOHN M. KENT
----------------------------------
Notary Public, D. C.
(Notarial Seal)
My Commission expires November 14, 1977.
3
<PAGE> 74
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, September 12, 1975
The accompanying articles having been delivered to the State
Corporation Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF SERIAL DESIGNATION be issued, and that
this order, together with the articles, be admitted to record in the office of
the Commission; and that the corporation have the authority conferred on it by
law in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
----------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this _____ day of _______________ and is now returned to
the State Corporation Commission by certified mail.
----------------------------
Clerk
4
<PAGE> 75
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 29th day of
October, 1975, the following resolution was adopted:
RESOLVED, That, Whereas, as of September 30, 1975, the Company
had in its treasury, 283 shares of Serial Preferred Stock, $4.60
Convertible Series, and 2,971 shares of Serial Preferred Stock, $4.36
Convertible Series, which had been surrendered to the Company for
conversion into shares of Common Stock, and that said 283 shares of
$4.60 and 2,971 shares of $4.36 Convertible Preferred Stock be and
they hereby are cancelled, and that after such cancellation, the stated
capital of the Company, as of September 30, 1975, in the amount of
$123,308,997.35 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,277,425
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 5,195
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 58,886
Serial Preferred, $2.55 Series 400,000
Serial Preferred, $10.00 Series 50,000
IN WITNESS WHEREOF, the undersigned corporation has caused these
articles to be executed in its name by its Vice President and General Counsel
and its Secretary this 29th day of October, 1975, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By L. CARROLL
----------------------------------
L. Carroll
Vice President and General Counsel
By C. B. DICKINSON
----------------------------------
C. B. Dickinson
Secretary
<PAGE> 76
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 7, 1975
The accompanying articles having been delivered to the State
Corporation Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
-------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this 26th day of November, 1975 and is now returned to
the State Corporation Commission by certified mail.
JOSEPH C. GWALTNEY
-------------------------------
Clerk
<PAGE> 77
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 27th day of
October, 1976, the following resolution was adopted:
RESOLVED, That, Whereas, as of September 30, 1976, the Company
had in its treasury, 256 shares of Serial Preferred Stock, $4.60
Convertible Series, and 2,511 shares of Serial Preferred Stock,
$4.36 Convertible Series, which had been surrendered to the
Company for conversion into shares of Common Stock, and that said
256 shares of $4.60 and 2,511 shares of $4.36 Convertible
Preferred Stock be and they hereby are cancelled, and that after
such cancellation, the stated capital of the Company, as of
September 30, 1976, in the amount of $123,307,900.64 shall remain
unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,285,099
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 4,939
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 56,375
Serial Preferred, $2.55 Series 400,000
Serial Preferred, $10.00 Series 50,000
IN WITNESS WHEREOF, the undersigned corporation has caused these
articles to be executed in its name by its Vice President and General Counsel
and its Secretary this 27th day of October, 1976, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By LEWIS CARROLL
-------------------------------
Lewis Carroll
Vice President and General Counsel
By C.B. DICKINSON
-------------------------------
C.B. Dickinson
Secretary
<PAGE> 78
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 10, 1976
The accompanying articles having been delivered to the State
Corporation Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
-------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this _______________________ day of ____________________
and is now returned to the State Corporation Commission by certified mail.
-------------------------
Clerk
<PAGE> 79
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 28th day of
October, 1977, the following resolution was adopted:
RESOLVED, That, Whereas, as of September 30, 1977, the Company
had in its treasury, 257 shares of Serial Preferred Stock, $4.60
Convertible Series, and 22,050 shares of Serial Preferred Stock,
$4.36 Convertible Series, which had been surrendered to the Company
for conversion into shares of Common Stock, and that said 257
shares of $4.60 and 22,050 shares of $4.36 Convertible Preferred
Stock be and they hereby are cancelled, and that after such
cancellation, the stated capital of the Company, as of September
30, 1977, in the amount of $123,306,244.99 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
CLASS OF STOCK NO. OF ISSUED SHARES
-------------- --------------------
Common 4,345,342
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 4,682
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 34,325
Serial Preferred, $2.55 Series 400,000
Serial Preferred, $10.00 Series 50,000
IN WITNESS WHEREOF, the undersigned corporation has caused these
articles to be executed in its name by its Vice President and General Counsel
and its Secretary this 28th day of October, 1977, who declare under penalties
of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By LEWIS CARROLL
---------------------------------
Lewis Carroll
Vice President and General Counsel
By C.B. DICKINSON
---------------------------------
C.B. Dickinson
Secretary
<PAGE> 80
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 14, 1977
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
--------------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this 8th day of December 1977 and is now returned to the
State Corporation Commission by certified mail.
DAVID A. BELL
--------------------------------------
Clerk
<PAGE> 81
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these articles of reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 25th day of
October, 1978, the following resolution was adopted:
RESOLVED, That, Whereas, as of September 30, 1978, the Company
had in its treasury, 258 shares of Serial Preferred Stock, $4.60
Convertible Series, and 3,733 shares of Serial Preferred Stock,
$4.36 Convertible Series, which had been surrendered to the Company
for conversion into shares of Common Stock and 40,000 shares of
Serial Preferred Stock, $2.55 Series, which had been redeemed
through operation of the sinking fund, and that said 258 shares of
$4.60, 3,733 shares of $4.36 Convertible Preferred Stock, and
40,000 shares of Serial Preferred Stock, $2.55 Series be and they
hereby are cancelled, and that after such cancellation, the stated
capital of the Company, as of September 30, 1978, in the amount of
$122,304,778.28 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation will be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,356,312
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 4,424
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 30,592
Serial Preferred, $2.55 Series 360,000
Serial Preferred, $10.00 Series 50,000
IN WITNESS WHEREOF, the undersigned corporation has caused these
articles to be executed in its name by its Vice President and General Counsel
and its Secretary this 25th day of October, 1978, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By LEWIS CARROLL
--------------------------------
Lewis Carroll
Vice President and General Counsel
By C.B. DICKINSON
--------------------------------
C.B. Dickinson
Secretary
<PAGE> 82
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 8, 1978
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this
order, together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Circuit
Court of Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
----------------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this 17th day of November 1978 and is now returned to the
State Corporation Commission by certified mail.
DAVID A. BELL
----------------------------------------
Clerk
<PAGE> 83
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executed these articles of reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 31st day of
October, 1979, the following resolution was adopted:
WHEREAS, as of September 30, 1979, the Company had in its
treasury:
(i) 799 shares of Serial Preferred Stock, $4.60
Convertible Series, which had been surrendered to the Company
for conversion into shares of Common Stock;
(ii) 13,254 shares of Serial Preferred Stock, $4.36
Convertible Series, which had been surrendered to the
Company for conversion into shares of Common Stock; and
(iii) 40,000 shares of Serial Preferred Stock, $2.55
Series, which had been redeemed through operation of the
sinking fund; it is therefore
RESOLVED, That these 799 shares of Serial Preferred Stock,
$4.60 Convertible Series; 13,254 shares of Serial Preferred Stock,
$4.36 Convertible Series; and 40,000 shares of Serial Preferred Stock,
$2.55 Series, are cancelled; and that after such cancellation, the
stated capital of the Company as of September 30, 1979, in the amount
of $121,297,400.42 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation shall be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,394,724
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 3,625
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 17,338
Serial Preferred, $2.55 Series 320,000
Serial Preferred, $10.00 Series 50,000
IN WITNESS WHEREOF, the undersigned corporation has caused these
articles to be executed in its name by its Vice President and General Counsel
and its Secretary this fifth day of November, 1979, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By LEWIS CARROLL
---------------------------------
Lewis Carroll
Vice President and General Counsel
By DOUGLAS V. POPE
---------------------------------
Douglas V. Pope
Secretary
<PAGE> 84
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 28, 1979
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
----------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this 17th day of December, 1979 and is now returned to
the State Corporation Commission by certified mail.
DAVID A. BELL
------------------------------------
Clerk
<PAGE> 85
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these Articles of Reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 29th day of
October, 1980, the following resolution was adopted:
WHEREAS, as of September 20, 1980, the Company had in its
treasury:
(i) 185 shares of Serial Preferred Stock, $4.60 Convertible
Series, which had been surrendered to the Company for conversion into
shares of Common Stock;
(ii) 1,635 shares of Serial Preferred Stock, $4.36 Convertible
Series, which had been surrendered to the Company for conversion into
shares of Common Stock; and
(iii) 20,096 shares of Serial Preferred Stock, $2.55 Series,
which had been redeemed through operation of the sinking fund; it is
therefore
RESOLVED, That these 185 shares of Serial Preferred Stock, $4.60
Series; 1,635 shares of Serial Preferred Stock, $4.36 Convertible
Series; and 20,096 shares of Serial Preferred Stock, $2.55 Series,
are cancelled; and that after such cancellation, the stated capital
of the Company as of September 30, 1980, in the amount of
$120,509,970.86 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation shall be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 4,399,764
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 3,440
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 15,703
Serial Preferred, $2.55 Series 299,904
Serial Preferred, $10.00 Series 50,000
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and General Counsel and its
Secretary this 12th day of November, 1980, who declare under the penalties of
perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By LEWIS CARROLL
---------------------------------------
Lewis Carroll
Vice President and General Counsel
By DOUGLAS V. POPE
---------------------------------------
Douglas V. Pope
Secretary
<PAGE> 86
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, November 24, 1980
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court of
Arlington County
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
--------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 5th day of December, 1980 and is now returned
to the State Corporation Commission by certified mail.
DAVID A. BELL
----------------------------
Clerk
<PAGE> 87
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. ARTICLE IV of the Charter of the Company shall be amended to read as
follows:
The Company shall have authority to issue 9,000,000 shares of capital
stock without par value, divided into 7,500,000 shares of Common Stock
and 1,500,000 shares of Serial Preferred Stock.
3. January 28, 1981, was the date of the meeting of the Board of Directors at
which the above amendment was set forth in resolutions adopted by the Board,
which found them in the best interests of the Company, and directed them to
be submitted to a vote at a meeting of the stockholders. Notice of the
meeting of stockholders was given on February 23, 1981, in the manner
provided by the District of Columbia Business Corporation Act and the
Virginia Stock Corporation Act, and was accompanied by a copy of the
Articles of Amendment. The date of the adoption of the amendment by the
stockholders was March 23, 1981. The amendment to the Charter neither
provides for any exchange, reclassification, or cancellation of issued
shares, nor affects any change in the amount of the Company's stated or
paid-in capital.
4. The number of shares outstanding and entitled to vote with respect to the
amendment of ARTICLE IV of the Charter of the Company was 4,712,473, of
which 4,413,169 shares were shares of Common Stock without par value (which
was entitled to vote as a class) and 299,304 shares of Serial Preferred
Stock. As to the amendment of Article IV of the Charter, 3,506,675 shares
voted in favor of the amendment and 199,561 shares voted against the
amendment; 3,321,573 common shares voted as a class in favor of the
amendment and 193,195 voted against the amendment.
Dated: March 24, 1981 WASHINGTON GAS LIGHT COMPANY
Attest: By PAUL E. REICHARDT
-------------------------
ALFRED J. ABE Paul E. Reichardt
- - ---------------------------------- Chairman of the Board and
Alfred J. Abe Chief Executive Officer
Assistant Secretary
By DOUGLAS V. POPE
-------------------------
Douglas V. Pope
Secretary
DISTRICT OF COLUMBIA, SS:
Paul E. Reichardt, being duly sworn, deposes and says that he executed the
foregoing Articles of Amendment as Chairman of the Board and Chief Executive
Officer of Washington Gas Light Company, and that the facts stated therein are
true.
PAUL E. REICHARDT
---------------------------
Paul E. Reichardt
Subscribed and sworn to before me on this 24th day of March, 1981.
GERALD G. EDWARDS
---------------------------
Notary Public
<PAGE> 88
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, March 30, 1981
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court,
Arlington County
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
--------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court, Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 6th day of April, 1981 and is now returned to
the State Corporation Commission by certified mail.
DAVID A. BELL
----------------------------
Clerk
OFFICE OF RECORDER OF DEEDS
CORPORATION DIVISION
Sixth and D Streets, N.W.
Washington, D.C. 20001
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of
Columbia Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
March 25, 1981.
MARGURITE STOKES
Acting Recorder of Deeds, D.C.
By JOHN M. DUTY
----------------------------------------
Assistant Superintendent of Corporations
<PAGE> 89
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these Articles of Reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 27th day of
January, 1982, the following resolution was adopted:
WHEREAS, as of December 31, 1981, the Company had in its
treasury:
(i) 668 shares of Serial Preferred Stock, $4.60 Convertible
Series, which had been surrendered to the Company for conversion into
shares of Common Stock;
(ii) 4,646 shares of Serial Preferred Stock, $4.36 Convertible
Series, which had been surrendered to the Company for conversion into
shares of Common Stock; and
(iii) 40,454 shares of Serial Preferred Stock, $2.55 Series,
which had been redeemed through operation of the sinking fund; and
(iv) 50,000 shares of Serial Preferred Stock, $10.00 Series,
(private placement) which had been redeemed; it is therefore
RESOLVED, That these 668 shares of Serial Preferred Stock, $4.60
Series; 4,646 shares of Serial Preferred Stock, $4.36 Convertible
Series; and 40,454 shares of Serial Preferred Stock, $2.55 Series;
and 50,000 shares of Serial Preferred Stock, $10.00 Series, are
cancelled; and that after such cancellation, the stated capital of
the Company as of December 31, 1981, in the amount of $145,013,967.33
shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation shall be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 5,468,694
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 2,772
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 11,057
Serial Preferred, $2.55 Series 259,450
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and General Counsel
and its Secretary this 2nd day of February, 1982, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By: LEWIS CARROLL
---------------------------------------
Lewis Carroll
Vice President and General Counsel
By: DOUGLAS V. POPE
---------------------------------------
Douglas V. Pope
Secretary
<PAGE> 90
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, February 9, 1982
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court,
Arlington County
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
---------------------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 23rd day of February, 1982 and is now returned
to the State Corporation Commission by certified mail.
DAVID A. BELL
---------------------------------------
Clerk
<PAGE> 91
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. The amendment adopted is to amend ARTICLE IV of the articles of
incorporation of the Company to read as follows:
The Company shall have authority to issue 11,500,000 shares of capital
stock without par value, divided into 10,000,000 shares of Common Stock
and 1,500,000 shares of Serial Preferred Stock.
3. The Board of Directors, on January 27, 1982, found the amendment in the
best interests of the Company, and directed that it be submitted to a vote
at a meeting of the stockholders. Notice of the meeting of stockholders was
given on March 12, 1982, in the manner provided by the District of Columbia
Business Corporation Act and the Virginia Stock Corporation Act to all
holders of record at the close of business on February 25, 1982, the record
date fixed by the Board of Directors, and the notice was accompanied by a
copy of the proposed amendment. The date of the adoption of the amendment
by the stockholders was April 12, 1982. The amendment to the Charter
neither provides for any exchange, reclassification, or cancellation
of issued shares, nor affects any change in the amount of the Company's
stated or paid-in capital.
4. The number of shares outstanding and entitled to vote with respect to the
amendment was 5,777,867, of which 5,483,556 shares were shares of Common
Stock without par value (which was entitled to vote as a class) and 294,311
shares were shares of Serial Preferred Stock. 4,533,267 shares were voted
in favor of the amendment and 295,340 shares were voted against the
amendment; 4,320,312 common shares were voted as a class in favor of the
amendment and 287,351 common shares were voted against the amendment.
Dated: April 12, 1982 WASHINGTON GAS LIGHT COMPANY
Attest: By PAUL E. REICHARDT
-------------------------------
ALFRED J. ABE Paul E. Reichardt
- - -------------------------------- Chairman of the Board
Alfred J. Abe
Assistant Secretary And By DOUGLAS V. POPE
---------------------------
Douglas V. Pope
Secretary
DISTRICT OF COLUMBIA, SS:
Paul E. Reichardt, being duly sworn, deposes and says that he executed
the foregoing Articles of Amendment as Chairman of the Board of Washington Gas
Light Company, and that the facts stated therein are true.
PAUL E. REICHARDT
---------------------------------
Paul E. Reichardt
Subscribed and sworn to before me on this 12th day of April, 1982.
GERALD G. EDWARDS
---------------------------------
Notary Public
<PAGE> 92
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, April 26, 1982
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in the office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court,
Arlington County
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
---------------------------------------
Commissioner
OFFICE OF RECORDER OF DEEDS
CORPORATION DIVISION
Sixth and D Streets, N.W.
Washington, D.C. 20001
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of
Columbia Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
April 15, 1982.
MARGURITE C. STOKES
Recorder of Deeds, D.C.
By JOHN M. DUTY
----------------------------------
Superintendent of Corporations
<PAGE> 93
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these Articles of Reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 26th day of
January, 1983, the following resolution was adopted:
WHEREAS, as of December 31, 1982, the Company had in its
treasury:
(i) 174 shares of Serial Preferred Stock, $4.60 Convertible
Series, which had been surrendered to the Company for conversion
into shares of Common Stock;
(ii) 869 shares of Serial Preferred Stock, $4.36 Convertible
Series, which had been surrendered to the Company for conversion into
shares of Common Stock; and
(iii) 20,069 shares of Serial Preferred Stock, $2.55 Series,
which had been redeemed through operation of the sinking fund;
RESOLVED, That these 174 shares of Serial Preferred Stock, $4.60
Series; 869 shares of Serial Preferred Stock, $4.36 Convertible
Series, and 20,069 shares of Serial Preferred Stock, $2.55 Series, are
cancelled; and that after such cancellation, the stated capital of the
Company as of December 31, 1982, in the amount of $173,163,599.24
shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation shall be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 6,579,623
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 2,598
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 10,188
Serial Preferred, $2.55 Series 239,381
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and General Counsel and its
Secretary this 25th day of February, 1983, who declare under the penalties of
perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By LEWIS CARROLL
----------------------------------
Lewis Carroll
Vice President and General Counsel
By DOUGLAS V. POPE
----------------------------------
Douglas V. Pope
Secretary
<PAGE> 94
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, March 28, 1983
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in this office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the Clerk of the Circuit Court,
Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
----------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court of Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 27th day of April, 1983 and is now returned to
the State Corporation Commission by certified mail.
DAVID A. BELL
----------------------------
Clerk
<PAGE> 95
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these Articles of Reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on the 29th day of
February, 1984, the following resolution was adopted:
WHEREAS, as of December 31, 1983, the Company had in its treasury;
(i) 191 shares of Serial Preferred Stock, $4.60 Convertible
Series, which had been surrendered to the Company for conversion into
shares of Common Stock;
(ii) 1,959 shares of Serial Preferred Stock, $4.36 Convertible
Series, which had been surrendered to the Company for conversion into
shares of Common Stock; and
(iii) 16,711 shares of Serial Preferred Stock, $2.55 Series, which
had been redeemed through operation of the sinking fund;
RESOLVED. That these 191 shares of Serial Preferred Stock, $4.60
Series; 1,959 shares of Serial Preferred Stock, $4.36 Convertible Series,
and 16,711 shares of Serial Preferred Stock, $2.55 Series, are cancelled;
and that after such cancellation, the stated capital of the Company as of
December 31, 1983, in the amount of $210,652,574.15 shall remain unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation shall be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 7,895,193
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 2,407
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 8,229
Serial Preferred, $2.55 Series 222,670
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and General Counsel and
its Secretary this 20th day of April, 1984, who declare under the
penalties of perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By LEWIS CARROLL
-----------------------------------
Lewis Carroll
Vice President and General Counsel
By DOUGLAS V. POPE
-----------------------------------
Douglas V. Pope
Secretary
1
<PAGE> 96
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, MAY 4, 1984
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF REDUCTION be issued, and that this order,
together with the articles, be admitted to record in this office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court,
Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
----------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court, Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 17th day of May, 1984 and is now returned to
the State Corporation Commission by certified mail.
DAVID A. BELL
----------------------------
Clerk
2
<PAGE> 97
WASHINGTON GAS LIGHT COMPANY
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. The amendment adopted is to amend ARTICLE IV of the articles of
incorporation of the Company to read:
The Company shall have authority to issue 21,500,000 shares of capital
stock without par value, divided into 20,000,000 shares of Common
Stock and 1,500,000 shares of Serial Preferred Stock.
3. The Board of Directors, on January 25, 1984, found the amendment in the
best interests of the Company, and directed that it be submitted to a vote
at a meeting of the stockholders. Notice of the meeting of stockholders was
given on March 9, 1984, in the manner provided by the District of Columbia
Business Corporation Act and the Virginia Stock Corporation Act to all
holders of record at the close of business on February 21, 1984, the record
date fixed by the Board of Directors, and the notice was accompanied by a
copy of the proposed amendment. The date of the adoption of the amendment
by the stockholders was April 9, 1984. The amendment to the Charter neither
provides for any exchange, reclassification, or cancellation of issued
shares, nor affects any change in the amount of the Company's stated or
paid-in capital.
4. The number of shares outstanding and entitled to vote with respect to the
amendment was 8,220,605 of which was 7,930,725 shares were shares of Common
Stock without par value (which was entitled to vote as a class) and 289,880
shares were shares of Serial Preferred Stock. 6,777,013 shares were voted
in favor of the amendment and 375,992 shares were voted against the
amendment; 6,570,040 common shares were voted as a class in favor of the
amendment and 369,864 common shares were voted against the amendment.
Dated: April 24, 1984 WASHINGTON GAS LIGHT COMPANY
Attest: By DONALD J. HEIM
-------------------------
Donald J. Heim
ALFRED J. ABE Chairman of the Board
- - -------------------------------
Alfred J. Abe
Assistant Secretary And By DOUGLAS V. POPE
---------------------
Douglas V. Pope
Secretary
DISTRICT OF COLUMBIA, SS:
DONALD J. HEIM, being duly sworn, deposes and says that he executed the
foregoing Articles of Amendment as Chairman of the Board of Washington Gas
Light Company, and that the facts stated herein are true.
DONALD J. HEIM
--------------------------------
Subscribed and sworn to before me this 24th day of April, 1984.
GERALD G. EDWARDS
--------------------------------
Notary Public
1
<PAGE> 98
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, May 8, 1984
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in this office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the Clerk of the Circuit Court,
Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
----------------------------
Commissioner
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
BUSINESS REGULATION ADMINISTRATION
CORPORATION DIVISION
614 H Street, N.W.
Washington, D.C. 20001-2782
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia
Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
May 4, 1984.
CAROL B. THOMPSON
Director
By SHELLY FINCH
--------------------------
Assistant Superintendent
of Corporations
2
<PAGE> 99
VIRGINIA:
In the Clerk's Office of the Circuit Court, Arlington County
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this 25th day of May, 1984 and is now returned to the
State Corporation Commission by certified mail.
DAVID A. BELL
-----------------------------------------
Clerk
3
<PAGE> 100
WASHINGTON GAS LIGHT COMPANY
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. The amendment adopted is to amend ARTICLE VII of the articles of
incorporation of the Company to read:
The Board of Directors may from time to time issue additional
Refunding Mortgage Bonds and other debt securities without
limitation as to amount and without action or approval of
stockholders.
3. The Board of Directors, on January 25, 1984, found the amendment in the
best interests of the Company, and directed that it be submitted to a
vote at a meeting of the stockholders. Notice of the meeting of
stockholders was given on March 9, 1984, in the manner provided by the
District of Columbia Business Corporation Act and the Virginia Stock
Corporation Act to all holders of record at the close of business on
February 21, 1984, the record date fixed by the Board of Directors, and the
notice was accompanied by a copy of the proposed amendment. The date of the
adoption of the amendment by the stockholders was April 9, 1984. The
amendment to the Charter neither provides for any exchange,
reclassification, or cancellation of issued shares, nor affects any change
in the amount of the Company's stated or paid-in capital.
4. The number of shares outstanding and entitled to vote with respect to the
amendment was 8,220,605 of which 7,930,725 shares were shares of Common
Stock without par value and 298,880 shares were shares of Serial Preferred
Stock. 5,896,569 shares were voted in favor of the amendment and 241,971
shares were voted against the amendment.
Dated: April 24, 1984 WASHINGTON GAS LIGHT COMPANY
By DONALD J. HEIM
Attest: ------------------------------------
Donald J. Heim
ALFRED J. ABE Chairman of the Board
- - -------------------------------------
Alfred J. Abe And By DOUGLAS V. POPE
Assistant Secretary -------------------------------
Douglas V. Pope
Secretary
DISTRICT OF COLUMBIA, SS:
DONALD J. HEIM, being duly sworn, deposes and says that he executed the
foregoing Articles of Amendment as Chairman of the Board of Washington Gas
Light Company, and that the facts stated herein are true.
DONALD J. HEIM
--------------------------------------
Donald J. Heim
Subscribed and sworn to before me this 24th day of April, 1984.
GERALD G. EDWARDS
--------------------------------------
Notary Public
1
<PAGE> 101
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, MAY 1, 1984
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in this office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the Clerk of the Circuit Court,
Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
------------------------
Commissioner
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
BUSINESS REGULATION ADMINISTRATION
Corporation Division
614 H Street, N.W.
Washington, D.C. 20001-2782
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of
Columbia Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
April 25, 1984.
CAROL B. THOMPSON
Director
By SHELLY FINCH
-------------------------
Assistant Superintendent
of Corporations
2
<PAGE> 102
VIRGINIA:
In the Clerk's Office of the Circuit Court, Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 17th day of May, 1984 and is now returned to
the State Corporation Commission by certified mail.
By DAVID A. BELL
------------------
Clerk
3
<PAGE> 103
WASHINGTON GAS LIGHT COMPANY
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. The amendment adopted is to add a new ARTICLE VIII to the articles of
incorporation of the Company to read:
A. PURPOSE. Article VIII seeks to assure fair treatment of each
stockholder in the event of specified corporate actions.
B. DEFINITIONS. For purposes of Article VIII, the following terms mean:
1. "Business Combinations" include:
a. any merger or consolidation of the Company or any
Subsidiary (as hereinafter defined) with (1) any Interested
Shareholder (as hereinafter defined), or (2) any other corporation
(whether or not it is an Interested Shareholder) which is, or after
such merger or consolidation would be, an affiliate of an Interested
Shareholder; or
b. any sale, lease, exchange, mortgage, pledge, transfer, or
other disposition (in one transaction or a series of transactions) to
or with any Interested Shareholder or any affiliate of any Interested
Shareholder of any assets of the Company or any Subsidiary having an
aggregate Fair Market Value of $1,000,000 or more; or
c. the issuance or transfer by the Company or any Subsidiary
(in one transaction or a series of transactions) of any securities of
the Company or any Subsidiary to any Interested Shareholder or any
affiliate of any Interested Shareholder in exchange for cash,
securities, or other property (or a combination thereof) having an
aggregate Fair Market Value of $1,000,000 or more; or
d. the adoption of any plan or proposal for a statutory
exchange of shares or the liquidation or dissolution of the Company
initiated by an Interested Shareholder or any affiliate of any
Interested Shareholder; or
e. any reclassification of securities (including any reverse
stock split), or recapitalization of the Company, or any merger or
consolidation of the Company with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving an
Interested Shareholder) which has the effect, directly or indirectly of
increasing the proportionate share of the outstanding shares of any
class of equity or convertible securities of the Company or any
Subsidiary which are directly or indirectly owned by any Interested
Shareholder or any affiliate of any Interested Shareholder.
2. A "person" includes any individual, firm, corporation,
association, or other entity. When two or more persons act as a
partnership, limited partnership, syndicate, or other group for the
purpose of acquiring Voting Stock of the Company, such partnership,
syndicate, or group shall be deemed a "person."
1
<PAGE> 104
3. "Voting Stock" includes those issued and outstanding shares of the
stock of the Company entitled to vote generally in the election of
Directors but shall not include any shares which may be issuable pursuant
to any agreement, arrangement, or understanding, or upon exercise of
conversion rights, exchange rights, warrants, or options.
4. "Affiliate" or "associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on March 9, 1984.
5. A "beneficial owner" of Voting Stock is a person or any of its
affiliates or associates who or which:
a. own, directly or indirectly, Voting Stock; or
b. have (i) the right to acquire Voting Stock (whether such right may be
exercised immediately or only after the passage of time) pursuant to any
agreement, arrangement, or understanding or upon the exercise of
conversion rights, exchange rights, warrants, or options, or (ii) the
right to vote Voting Stock pursuant to any agreement, arrangement,
or understanding; or
c. have any agreement, arrangement, or understanding for the purpose of
acquiring, holding, voting, or disposing of any shares of Voting Stock
with any other person which owns the Voting Stock, directly or indirectly.
6. An "Interested Shareholder" is any person (other than the Company or
any Subsidiary) who or which:
a. is the beneficial owner, directly or indirectly, of more than 10% of
the Voting Stock; or
b. is an affiliate of the Company and at any time within the two-year
period immediately prior to the date in question was the beneficial owner,
directly or indirectly, of more than 10% of the Voting Stock; or
c. is an assignee of, or has otherwise succeeded to, any shares of
Voting Stock which were at any time within the two-year period immediately
prior to the date in question beneficially owned by any Interested
Shareholder, if such assignment or succession shall have occurred in the
course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.
7. A "Subsidiary" is any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the Company, provided
that, for purposes of the definition of Interested Shareholder set forth
in B-6 above, the term "Subsidiary" shall mean only a corporation of which
a majority of each class of equity security is owned, directly or
indirectly, by the Company.
2
<PAGE> 105
8. A "Continuing Director" is any member of the Board of Directors of the
Company (the Board) who is unaffiliated with the Interested Shareholder
and was a member of the Board immediately prior to the time that the
Interested Shareholder became an Interested Shareholder, and any successor
of a Continuing Director who is unaffiliated with the Interested
Shareholder and is recommended to succeed a Continuing Director by a
majority of Continuing Directors then on the Board.
9. "Fair Market Value" means:
a. in the case of stock, the highest closing price during the 30-day
period immediately preceding the date in question of a share of such stock
on the Composite Tape for New York Stock Exchange Listed Stock; or, if
such stock is not quoted on the Composite Tape, on the New York Stock
Exchange; or, if such stock is not listed on such exchange, on the
principal securities exchange registered under the Securities Exchange Act
of 1934 on which such stock is listed; or, if such stock is not listed on
any such exchange, the highest closing-bid quotation with respect to a
share of such stock during the 30-day period preceding the date in any
system then in use; or, if no such quotation for a share of such stock is
available, a fair price as determined by the Board in good faith; and
b. in the case of property other than cash or stock, the fair market
value of such property on the date in question as determined by the Board
in good faith.
10. If the Company survives in any Business Combination, the phrase
"consideration other than cash to be received" as used in Paragraph E
shall include shares of Common Stock of the Company and/or the shares of
any other class of stock of the Company entitled to vote generally in
election of Directors.
C. POWERS OF THE BOARD OF DIRECTORS. The Board shall have the power to
determine, after reasonable inquiry, (1) whether a person is an Interested
Shareholder, (2) the number of shares of Voting Stock beneficially owned
by any person, (3) whether a person is an affiliate or associate of
another, and (4) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the issuance or
transfer of securities by the Company or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $1,000,000 or more.
D. REQUIRED STOCKHOLDER APPROVAL OF A BUSINESS COMBINATION. In addition to
any affirmative vote required by law or other provision of this Charter,
the consummation of any Business Combination shall require the affirmative
vote of the holders of at least 80% of the shares of the outstanding
Voting Stock, voting together as a single class. For purposes of this
Article VIII, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article V, Section 9, of this Charter.
Such vote shall be taken at a duly called Annual Meeting or Special
Meeting of Stockholders. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required by law or that a
lesser percentage may be specified by law, an agreement with any national
securities exchange, or otherwise.
3
<PAGE> 106
E. WHEN VOTE SPECIFIED IN PARAGRAPH D IS NOT REQUIRED. The provisions of
Paragraph D shall not be applicable to any Business Combination, and
such Business Combination shall require only such affirmative vote as
is required by law or other provision of this Charter, if:
1. the Business Combination shall have been approved by a majority of
the Continuing Directors; OR
2. the following Minimum Price Condition and Specified Conditions
have been met:
a. As to the Minimum Price Condition, the following standards of
fairness must be met:
(1) COMMON STOCK. As of the date of the consummation of the
Business Combination, the aggregate amount of the cash and the
Fair Market Value of consideration other than cash to be received
per share by holders of the Company's Common Stock upon the
consummation of such Business Combination shall be at least equal
to the highest of:
(a) the highest per-share price (including any brokerage
commissions, transfer taxes, and soliciting dealers' fees)
paid by the Interested Shareholder for any shares of the
Company's Common Stock acquired by it within the two-year
period immediately prior to the first public announcement of
the proposed Business Combination (the Announcement Date) or in
the transaction by which it became an Interested Shareholder,
whichever is higher;
(b) The Fair Market Value per share of the Common Stock
on the Announcement Date or on the date on which the
Interested Shareholder became an Interested Shareholder (the
Determination Date), whichever is higher; or
(c) the price per share equal to the Fair Market Value
per share of the Company's Common Stock determined pursuant to
(b) above multiplied by the ratio of the highest per-share
price (including any brokerage commissions, transfer taxes,
and soliciting dealers' fees) paid by the Interested
Shareholder for any shares of Common Stock acquired by it
within the two-year period immediately prior to the
Announcement Date to the Fair Market Value per share of
common stock on the first day in such two-year period during
which the Interested Shareholder acquired any shares of Common
Stock.
(2) PREFERRED STOCK. As of the date of the consummation of
the Business Combination, the aggregate amount of the cash and the
Fair Market Value of consideration other than cash to be received
per share by holders of shares of any other class of outstanding
Voting Stock shall be at least equal to the highest of the
following (it being intended that this Paragraph E-2a(2) must be
satisfied with respect to every class of outstanding Voting Stock
whether or not the Interested Shareholder has previously acquired
any shares of a particular class of Voting Stock):
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<PAGE> 107
(a) the highest per-share price (including any brokerage
commissions, transfer taxes, and soliciting dealers' fees) paid by the
Interested Shareholder for any shares of such class of Voting Stock
acquired by it within the two-year period immediately prior to the
Announcement Date or in the transaction by which it became an
Interested Shareholder, whichever is higher;
(b) the highest preferential amount per share to which the
holders of shares of such class of Voting Stock are entitled in the
event of any voluntary or involuntary liquidation, dissolution, or
winding up of the Company;
(c) the Fair Market Value per share of such class of Voting
Stock on the Announcement Date or on the Determination Date, whichever
is higher; or
(d) the price per share equal to the Fair Market Value per share
of such class of Voting Stock determined pursuant to (c) above
multiplied by the ratio of the highest per-share price (including any
brokerage commissions, transfer taxes, and soliciting dealers' fees)
paid by the Interested Shareholder for any shares of such class of
Voting Stock acquired by it within the two-year period immediately
prior to the Announcement Date to the Fair Market Value per share of
such class of Voting Stock on the first day in such two-year period
during which the Interested Shareholder acquired any shares of such
class of Voting Stock.
b. In addition to the Minimum Price Condition in Paragraph E-2a, the
following Specified Conditions in this Paragraph E-2b must also be met:
(1) FORM OF PAYMENT. The consideration to be received by holders of
a particular class of outstanding Voting Stock (including Common Stock)
shall be in cash or in the same form as the Interested Shareholder has
previously paid for shares of such class of Voting Stock. If the Interested
Shareholder has paid for shares of any class of Voting Stock with varying
forms of consideration, the form of consideration for such class of Voting
Stock shall be either in cash or in the same form used to acquire the
largest number of shares of such class of Voting Stock previously acquired
by it.
(2) CHANGES IN COMPANY DIVIDENDS. After the Interested Shareholder
has become an Interested Shareholder and prior to the consummation of a
Business Combination,
(a) the Company shall have continued to declare and pay at the
regular date therefor the full quarterly dividends (whether or not
cumulative) on the outstanding Preferred Stock, except as otherwise
approved by a majority of the Continuing Directors; and
5
<PAGE> 108
(b) the Company shall have continued to declare and pay at the
regular date the established dividends on the Common Stock (except as
necessary to reflect any subdivision of the Common Stock and as
otherwise approved by a majority of the Continuing Directors) and the
Company shall have declared and paid an increase in such established
rate of dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization, reorganization,
or any similar transaction which has the effect of reducing the number
of outstanding shares of Common Stock, except as otherwise approved by
a majority of the Continuing Directors.
(3) NO CHANGE IN STOCK INTERESTS. The Interested Shareholder shall not
have become the beneficial owner of any additional shares of Voting Stock
except as part of the transaction which results in such Interested
Shareholder becoming an Interested Shareholder.
(4) FINANCIAL TRANSACTIONS WITH COMPANY. After becoming an Interested
Shareholder, the Interested Shareholder shall not have received the
benefit, directly or indirectly (except proportionately as a
stockholder), of any loans, advances, guarantees, pledges, or other
financial assistance, or any tax credits or other tax advantages provided
by the Company, whether in anticipation of, or in connection with, such
Business Combination or otherwise.
(5) STOCKHOLDERS PROVIDED WITH INFORMATION. The Company or the
Interested Shareholder shall have mailed to stockholders of the Company
at least 30 days prior to the consummation of such Business Combination
a proxy or information statement (whether or not such proxy or information
statement is required to be mailed pursuant to law or otherwise)
describing the proposed Business Combination and complying with the
requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder (or any subsequent provisions replacing such Act,
rules, or regulations).
F. NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED SHAREHOLDERS. Nothing
contained in this Article VIII shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.
G. AMENDMENT OR REPEAL OF ARTICLE VIII.
Notwithstanding any other provisions of law, this Charter, or the Bylaws
of the Company, the affirmative vote of not less than 80% of the Voting
Stock, voting together as one class, shall be required to amend, alter,
change, repeal, or adopt any provision inconsistent with this Article VIII.
3. The Board of Directors, on March 1, 1984, found the amendment in the
best interests of the Company, and directed that it be submitted to a vote
at a meeting of the stockholders. Notice of the meeting of stockholders was
given on March 9, 1984, in the manner provided by the District of Columbia
Business Corporation Act and the Virginia Stock Corporation Act to all
holders of record at the close of business on February 21, 1984, the record
date fixed by the Board of Directors, and the notice was accompanied by a
copy of the proposed amendment. The date of the adoption of the amendment by
the stockholders was April 9, 1984. The amendment to the Charter neither
provides for any exchange, reclassification, or cancellation of issued
shares, nor affects any change in the amount of the Company's stated or
paid-in capital.
<PAGE> 109
4. The number of shares outstanding and entitled to vote with respect to
the amendment was 8,220,605 of which 7,930,725 shares were shares of
Common Stock without par value and 298,880 shares were shares of
Serial Preferred Stock. 5,781,209 shares were voted in favor of the
amendment and 431,065 shares were voted against the amendment.
WASHINGTON GAS LIGHT COMPANY
Dated: April 24, 1984
By: DONALD J. HEIM
Attest: -------------------------
Donald J. Heim
ALFRED J. ABE Chairman of the Board
- - ---------------------------
Alfred J. Abe
Assistant Secretary By: DOUGLAS V. POPE
-------------------------
Douglas V. Pope
Secretary
(Corporate Seal)
DISTRICT OF COLUMBIA, SS:
DONALD J. HEIM, being duly sworn, deposes and says that he executed the
foregoing Articles of Amendment as Chairman of the Board of Washington Gas
Light Company, and that the facts stated therein are true.
DONALD J. HEIM
----------------------------
Donald J. Heim
Subscribed and sworn to before me this 24th day of April, 1984.
GERALD G. EDWARDS
----------------------------
Notary Public
7
<PAGE> 110
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, MAY 7, 1984
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in this office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court,
Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
---------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court, Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 25th day of May, 1984 and is now returned to
the State Corporation Commission by certified mail.
DAVID A. BELL
---------------------------
Clerk
8
<PAGE> 111
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
BUSINESS REGULATION ADMINISTRATION
Corporation Division
614 H Street, N.W.
Washington, D.C. 20001-2782
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of
Columbia Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
April 26, 1984.
CAROL B. THOMPSON
Director
By SHELLY FINCH
--------------------------
Assistant Superintendent
of Corporations
<PAGE> 112
WASHINGTON GAS LIGHT COMPANY
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. The amendment adopted is to amend ARTICLE IV of the articles of
incorporation of the Company to read:
"The Company shall have authority to issue 41,500,000 shares of
capital stock divided into 40,000,000 shares of Common Stock with
a $1.00 par value and 1,500,000 shares of Serial Preferred Stock
without par value."
3. The Board of Directors, on June 28, 1984, found the amendment in the
best interests of the Company, and directed that it be submitted to a
vote at a meeting of the stockholders. Notice of the meeting of
stockholders was given on August 20, 1984, in the manner provided by
the District of Columbia Business Corporation Act and the Virginia
Stock Corporation Act to all holders of record at the close of
business on August 8, 1984, the record date fixed by the Board of
Directors, and the notice was accompanied by a copy of the proposed
amendment. The date of the adoption of the amendment by the
stockholders was September 26, 1984. The amendment to the articles of
incorporation does not provide for any exchange, reclassification, or
cancellation of issued shares.
4. The amendment to the articles of incorporation will reduce the
Company's stated capital to an amount equal to $1.00 times the number
of common shares outstanding, plus the current amount of Serial
Preferred Stock. The remaining balance of the common stock account will
be transferred to additional paid-in capital. Based on the number of
shares outstanding as of August 31, 1984, the amount to be transferred
from stated capital to paid-in surplus will be $171,713,847.24, leaving
a balance in the stated capital account of $42,199,658.14, and paid-in
surplus of $171,787,276.48.
5. The number of shares outstanding and entitled to vote with respect to
the amendment was 8,308,205 of which 8,019,134 shares were shares of
Common Stock without par value (which was entitled to vote as a class)
and 289,071 shares were shares of Serial Preferred Stock. 6,754,472
shares were voted in favor of the amendment and 109,632 shares were
voted against the amendment; 6,491,338 common shares were voted as a
class in favor of the amendment and 107,395 common shares were voted
against the amendment.
1
<PAGE> 113
(Corporate Seal)
Dated: September 28, 1984 WASHINGTON GAS LIGHT COMPANY
Attest: By: DONALD J. HEIM
-------------------------
Donald J. Heim
ALFRED J. ABE Chairman of the Board
- - ----------------------------------
Alfred J. Abe
Assistant Secretary By: DOUGLAS V. POPE
-------------------------
Douglas V. Pope
Secretary
DISTRICT OF COLUMBIA, SS:
DONALD J. HEIM, being duly sworn, deposes and says that he executed the
foregoing Articles of Amendment as Chairman of the Board of Washington Gas
Light Company, and that the facts stated herein are true.
DONALD J. HEIM
----------------------------
Donald J. Heim
Subscribed and sworn to before me this 28th day of September, 1984.
GERALD G. EDWARDS
----------------------------
Notary Public
2
<PAGE> 114
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
RICHMOND, October 2, 1984
The accompanying articles having been delivered to the State Corporation
Commission on behalf of
WASHINGTON GAS LIGHT COMPANY
and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is
ORDERED that this CERTIFICATE OF AMENDMENT be issued, and that this order,
together with the articles, be admitted to record in this office of the
Commission; and that the corporation have the authority conferred on it by law
in accordance with the articles, subject to the conditions and restrictions
imposed by law.
Upon the completion of such recordation, this order and the articles shall
be forwarded for recordation in the office of the clerk of the Circuit Court,
Arlington County.
STATE CORPORATION COMMISSION
By THOMAS P. HARWOOD, JR.
---------------------------
Commissioner
VIRGINIA:
In the Clerk's Office of the Circuit Court, Arlington County
The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 18th day of October, 1984 and is now returned
to the State Corporation Commission by certified mail.
DAVID A. BELL
---------------------------
Clerk
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
BUSINESS REGULATION ADMINISTRATION
CORPORATION DIVISION
614 H Street, N.W.
Washington, D.C. 20001-2782
CERTIFICATE
THIS IS TO CERTIFY that all applicable provisions of the District of Columbia
Business Corporation Act have been complied with and ACCORDINGLY this
Certificate of Amendment is hereby issued to WASHINGTON GAS LIGHT COMPANY as of
October 3, 1984.
CAROL B. THOMPSON
Director
By SHELLY FINCH
-----------------------------
Assistant Superintendent
of Corporations
3
<PAGE> 115
ARTICLES OF REDUCTION BY CANCELLATION OF SHARES
The undersigned corporation, pursuant to Sec. 13.1-63 of the Code of
Virginia, hereby executes these Articles of Reduction.
(a) The name of the Corporation is Washington Gas Light Company.
(b) At a meeting of the Board of Directors held on February 27, 1985, the
following resolution was adopted:
WHEREAS, as of December 31, 1984, the Company had in its treasury:
(i) 608 shares of Serial Preferred Stock, $4.60 Convertible
Series which have been surrendered to the Company for conversion into
shares of Common Stock;
(ii) 2,434 shares of Serial Preferred Stock, $4.36 Convertible
Series, which have been surrendered to the Company for conversion into
shares of Common Stock; and
(iii) 23,565 shares of Serial Preferred Stock, $2.55 Series,
which have been redeemed through operation of the sinking fund;
RESOLVED, That these 608 shares of Serial Preferred Stock, $4.60
Series; 2,434 shares of Serial Preferred Stock, $4.36 Convertible Series,
and 23,565 shares of Serial Preferred Stock $2.55 Series are cancelled;
and that after such cancellation, the stated capital of the Company as of
December 31, 1984, in the amount of $215,595,532.73 shall remain
unchanged.
(c) The number of issued shares, itemized by classes and series, after
giving effect to the cancellation shall be:
Class of Stock No. of Issued Shares
-------------- --------------------
Common 16,151,814
Serial Preferred, $4.25 Series 70,600
Serial Preferred, $5.00 Series 60,000
Serial Preferred, $4.60 Convt. Series 1,799
Serial Preferred, $4.80 Series 150,000
Serial Preferred, $4.36 Convt. Series 5,795
Serial Preferred, $2.55 Series 199,105
IN WITNESS WHEREOF, the undersigned corporation has caused these articles
to be executed in its name by its Vice President and General Counsel and its
Secretary this 20th day of March, 1985, who declare under the penalties of
perjury that the facts herein stated are true.
WASHINGTON GAS LIGHT COMPANY
By /s/ LEWIS CARROLL
--------------------------
Lewis Carroll
Vice President and General Counsel
By /s/ DOUGLAS V. POPE
---------------------------
Douglas V. Pope
Secretary
<PAGE> 116
WASHINGTON GAS LIGHT COMPANY
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. The amendment adopted is to amend ARTICLE V, Section 4, of the articles
of incorporation of the Company to read:
SECTION 4. DIVIDEND RIGHTS
(a) The holders of Serial Preferred Stock $4.25 Series; $5.00 Series;
$4.80 Series, $4.60 Convertible Series and $4.36 Convertible Series shall
be entitled to receive cumulative cash dividends at the annual rate (and
no more) theretofore fixed for each series, when and as declared by the
Board of Directors, payable quarterly on the first day of the month
following the end of each dividend period, to stockholders of record on
the respective dates fixed by the Board of Directors for the purpose (the
quarterly periods commencing on the first day of February, May, August and
November in each year being herein designated as "dividend periods"),
except that the initial dividend for any new series may be made payable
on such date and cumulative from such date as may be fixed in the
Resolutions and Articles of Serial Designation establishing such series.
The holders of the $4.25 Series shall be entitled to cumulative cash
dividends at the rate of $4.25 per share per annum.
(b) The holders of Serial Preferred Stock of series other than the
$4.25 Series; $5.00 Series; $4.80 Series; $4.60 Convertible Series, and the
$4.36 Convertible Series, shall be entitled to receive cumulative cash
dividends at the rate (and no more) theretofore fixed for each series,
when and as declared by the Board of Directors, payable at such times and
to stockholders on such record dates as may be established by the Board of
Directors, and the initial dividend for any new series may be made payable
on such date and cumulative from such date as may be fixed by resolutions
adopted by the Board of Directors.
(c) Dividends on shares of Serial Preferred Stock shall be cumulative
from the first day of the quarterly or other applicable dividend period in
which such shares are issued unless otherwise provided.
(d) If dividends on the Serial Preferred Stock then outstanding are not
declared in full, then such dividends shall be declared ratably on all
shares of such stock in proportion to the respective unpaid cumulative
dividends, if any, to the end of the then current dividend period.
<PAGE> 117
-2-
(e) Unless dividends on all outstanding shares of the Serial
Preferred Stock shall have been fully paid for all past quarterly or other
applicable dividend periods, and the full dividends thereon for the
quarterly or other applicable dividend period current at the time shall
have been paid or declared and funds set apart therefor, and unless all
required sinking fund payments, if any, shall have been made or provided
for, no sum or sums shall be set apart for or applied to the purchase of
any shares of Common Stock, and no dividend (except a dividend payable in
Common Stock) or other distribution shall be paid upon or declared or
set apart for the Common Stock.
(f) Subject to the foregoing provisions, such dividends (payment in
cash, stock or otherwise) as may be determined by the Board of Directors
may be declared and paid on the Common Stock, to the extent permitted by
law.
3. The Board of Directors, on November 24, 1992, found the amendment in
the best interests of the Company, and directed that it be submitted to a
vote at a meeting of the stockholders. Notice of the meeting of
stockholders was given on December 31, 1992, in the manner provided by the
District of Columbia Business Corporation Act and the Virginia Stock
Corporation Act to all holders of record at the close of business on
December 23, 1992, the record date fixed by the Board of Directors, and
the notice was accompanied by a copy of the proposed amendment. The date
of the adoption of the amendment by the stockholders was February 11,
1993. The amendment to the articles of incorporation does not provide for
any exchange, reclassification, or cancellation of issued shares.
4. The number of shares outstanding and entitled to vote with respect
to the amendment was 20,689,444, of which 20,405,137 were shares of Common
Stock, $1.00 par value, and 284,307 shares were shares of Serial Preferred
Stock (which was entitled to vote as a class). There were 16,353,845
shares voted in favor of the amendment and 441,003 shares were voted
against the amendment; there were 208,345 preferred shares voted as a
class in favor or the amendment and 1,589 preferred shares were voted
against the amendment.
<PAGE> 118
-3-
(Corporate Seal)
Dated: February 25, 1993 WASHINGTON GAS LIGHT COMPANY
Attest: By: /s/ PATRICK J. MAHER
--------------------------------
Patrick J. Maher
Chairman of the Board and
Chief Executive Officer
/s/ JOHN W. O'NEAL
- - --------------------------------
John W. O'Neal
Assistant Secretary
By: /s/ DOUGLAS V. POPE
--------------------------------
Douglas V. Pope
Secretary
DISTRICT OF COLUMBIA, SS:
PATRICK J. MAHER, being duly sworn, deposes and says that he executed the
foregoing Articles of Amendment as Chairman of the Board and Chief Executive
Officer of Washington Gas Light Company, and that the facts stated herein are
true.
/s/ PATRICK J. MAHER
--------------------------------
Patrick J. Maher
Subscribed and sworn to before me this 25th day of February, 1993.
/s/ SONYA M. CARPENTER
--------------------------------
Notary Public
My Commission Expires February 28, 1993
<PAGE> 119
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
BUSINESS REGULATION ADMINISTRATION
[DISTRICT OF COLUMBIA SEAL]
C E R T I F I C A T E
THIS IS TO CERTIFY that all applicable provisions of the DISTRICT OF COLUMBIA
BUSINESS CORPORATION ACT have been complied with and accordingly, this
CERTIFICATE OF AMENDMENT is hereby issued to WASHINGTON GAS LIGHT COMPANY
as of MARCH 9th, 1993.
Joan Parrott-Fonseca
Acting Director
Barry K. Campbell
Acting Administrator
Business Regulation Administration
/s/ PATRICIA E. GRAYS
---------------------------------
Patricia E. Grays
Assistant Superintendent of Corporations
Corporations Division
Sharon Pratt Kelly
Mayor
<PAGE> 120
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
March 10, 1993
The State Corporation Commission has found the accompanying articles submitted
on behalf of
WASHINGTON GAS LIGHT COMPANY
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office
of the Clerk of the Commission, effective March 10, 1993 at 11:15 AM.
The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.
STATE CORPORATION COMMISSION
By [SIG]
--------------------------
Commissioner
<PAGE> 121
WASHINGTON GAS LIGHT COMPANY
ARTICLES OF AMENDMENT
1. The name of the corporation is Washington Gas Light Company.
2. The amendment adopted is to amend ARTICLE IV of the articles of
incorporation of the Company to read:
The Company shall have authority to issue 81,500,000 shares
of capital stock divided into 80,000,000 shares of Common Stock
with a $1.00 par value and 1,500,000 shares of Serial Preferred
Stock without par value.
3. The Board of Directors, on September 28, 1994, found the amendment
in the best interests of the Company, and directed that it be submitted to a
vote at a meeting of the stockholders. Notice of the meeting of stockholders
was given on January 18, 1995, in the manner provided by the District of
Columbia Business Corporation Act and the Virginia Stock Corporation Act to
all holders of record at the close of business on January 4, 1995, the
record date fixed by the Board of Directors, and the notice was accompanied
by a copy of the proposed amendment. The date of the adoption of the
amendment by the stockholders was February 22, 1995. The amendment to the
articles of incorporation does not provide for any exchange,
reclassification, or cancellation of issued shares.
4. The number of shares outstanding and entitled to vote with respect to the
amendment was 21,499,179 of which 21,215,375 were shares of Common
Stock, $1.00 par value (which was entitled to vote as a class) and 283,804
shares were shares of Serial Preferred stock. There were 17,732,086 shares
voted in favor of the amendment and 362,383 shares were voted against the
amendment; there were 17,305,072 common shares voted as a class in favor
of the amendment and 359,791 common shares were voted against the amendment.
<PAGE> 122
(Corporate Seal)
Dated: February 27th, 1995 WASHINGTON GAS LIGHT COMPANY
Attest: By: JAMES H. DeGraffenreidt, Jr.
---------------------------------
JOHN W. O'NEAL James H. DeGraffenreidt, JR.
- - -------------------------- President and Chief
John W. O'Neal Operating Officer
Assistant Secretary
By: DOUGLAS V. POPE
---------------------------------
Douglas V. Pope
Secretary
DISTRICT OF COLUMBIA, SS:
JAMES H. DeGRAFFENREIDT, JR., being duly sworn, deposes and says that
he executed the foregoing Articles of Amendment as President and Chief
Operating Officer of Washington Gas Light Company, and that the facts stated
herein are true.
JAMES H. DeGRAFFENREIDT, JR.
----------------------------------
JAMES H. DeGRAFFENREIDT, JR.
Subscribed and sworn to before me this 27th day of February, 1995.
/s/ MARY BETH STEVENS
---------------------------------
Notary Public
My Commission Expires: 12-14-98
<PAGE> 123
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
March 7, 1995
The State Corporation Commission has found the accompanying articles submitted
on behalf of
WASHINGTON GAS LIGHT COMPANY
to comply with the requirements of law, and confirms payment of all related
fees.
Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office
of the Clerk of the Commission, effective March 7, 1995.
The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.
STATE CORPORATION COMMISSION
By T.V. MORRISON, JR.
-------------------------------
Commissioner
<PAGE> 124
GOVERNMENT OF THE DISTRICT OF COLUMBIA
DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS
BUSINESS REGULATION ADMINISTRATION
[District of Columbia Seal]
C E R T I F I C A T E
THIS IS TO CERTIFY that all applicable provisions of the DISTRICT OF COLUMBIA
BUSINESS CORPORATION ACT have been complied with and accordingly, this
CERTIFICATE OF AMENDMENT is hereby issued to WASHINGTON GAS LIGHT COMPANY
as of FEBRUARY 28th, 1995.
Hampton Cross
Director
Katherine A. Williams
Acting Administrator
Business Regulation Administration
/s/ PATRICIA E. GRAYS
---------------------------------
Patricia E. Grays
Acting Superintendent of Corporations
Corporations Division
Marion Barry, Jr.
Mayor
<PAGE> 1
Exhibit No. 5
July 21, 1995
Securities and Exchange Commission
450 - 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs:
This opinion is given in connection with the Registration Statement on
Form S-3 filed by Washington Gas Light Company (the Company) with the
Securities and Exchange Commission for registration under the Securities Act of
1933, as amended, of up to 1,600,000 shares of Common Stock (Shares) pursuant
to the Company's Dividend Reinvestment and Common Stock Purchase Plan (Plan).
Based upon my review and knowledge of applicable regulatory and
corporate action authorizing issuance of the Shares and interests in the Plans,
it is my opinion that:
(1) The Company is duly organized and validly existing under the laws
of the District of Columbia and Virginia;
(2) The Shares will, when issued pursuant to the Plans, be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
John K. Keane, Jr.
<PAGE> 1
EXHIBIT 23a
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
October 25, 1994 included (or incorporated by reference) in Washington Gas
Light Company's Form 10-K for the year ended September 30, 1994 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.,
July 21, 1995
<PAGE> 1
Exhibit No. 24
POWER OF ATTORNEY
Washington Gas Light Company, for itself, and each person whose
signature appears below, appoints Patrick J. Maher, James H. DeGraffenreidt,
Jr., Joseph M. Schepis and John K. Keane, Jr., and each of them individually,
as attorneys-in-fact to execute and to file a Registration Statement under the
Securities Act of 1933 for the registration of up to 1,600,000 shares of
common stock of Washington Gas Light Company and to execute and file all
amendments and post-effective amendments to the Registration Statement.
WASHINGTON GAS LIGHT COMPANY
<TABLE>
<S> <C>
Date: June 20, 1995 By: /s/ PATRICK J. MAHER
---------------------- -----------------------------
Patrick J. Maher
Chairman of the Board and
Chief Executive Officer
</TABLE>
<TABLE>
<CAPTION>
Signature: Title: Date:
<S> <C> <C>
/s/ PATRICK J. MAHER Chairman of the Board, June 20, 1995
- - -------------------------------- Chief Executive Officer
Patrick J. Maher and Director
/s/ JAMES H. DeGRAFFENREIDT, JR. President, Chief Operating June 20, 1995
- - -------------------------------- Officer and Director
James H. DeGraffenreidt, Jr.
/s/ JOSEPH M. SCHEPIS Senior Vice President and June 20, 1995
- - -------------------------------- Chief Financial Officer
Joseph M. Schepis (Principal Financial Officer)
/s/ FREDERIC M. KLINE Controller June 20, 1995
- - -------------------------------- (Principal Accounting Officer)
Frederic M. Kline
/s/ MICHAEL D. BARNES Director June 20, 1995
- - --------------------------------
Michael D. Barnes
/s/ FRED J. BRINKMAN Director June 20, 1995
- - --------------------------------
Fred J. Brinkman
/s/ DANIEL J. CALLAHAN, III Director June 20, 1995
- - --------------------------------
Daniel J. Callahan, III
/s/ ORLANDO W. DARDEN Director June 20, 1995
- - --------------------------------
Orlando W. Darden
/s/ MELVYN J. ESTRIN Director June 20, 1995
- - --------------------------------
Melvyn J. Estrin
/s/ SHELDON W. FANTLE Director June 20, 1995
- - --------------------------------
Sheldon W. Fantle
/s/ KAREN HASTIE WILLIAMS Director June 20, 1995
- - --------------------------------
Karen Hastie Williams
/s/ STEPHEN G. YEONAS Director June 20, 1995
- - --------------------------------
Stephen G. Yeonas
</TABLE>
<PAGE> 2
SECRETARY'S CERTIFICATE
I, Douglas V. Pope, Secretary of Washington Gas Light Company,
hereby certify that the following resolutions were adopted by the Board of
Directors of the Company on June 20, 1995, and they remain in full force and
effect this 21st day of July, 1995.
DOUGLAS V. POPE
-----------------------------
Douglas V. Pope
RESOLVED, That the general terms of the proposal outlined at this
meeting to issue up to 1,600,000 additional shares of authorized but
unissued Washington Gas Light Company (Company) Common Stock, $1.00
par value (Common Stock), through the Company's Dividend Reinvestment
and Common Stock Purchase Plan (Plan) are approved; the shares so
authorized are in addition to the shares previously authorized to be
issued under the Plan, and further
* * * *
RESOLVED, That the Company, each member of the Company's Board of
Directors and each of the Authorized Officers are authorized to
execute a power of attorney appointing Patrick J. Maher, James H.
DeGraffenreidt, Jr., Joseph M. Schepis and John K. Keane, Jr., and
each of them individually, as attorneys-in-fact to execute the
Registration Statement, and any amendments thereto, and cause it to be
filed with the Securities and Exchange Commission and with all other
appropriate governmental and private organizations.
