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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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)
SAVINGS PLAN AND CAPITAL APPRECIATION PLAN FOR
Employees of Washington Gas Light Company and Subsidiaries
(Full title of the plan)
DOUGLAS V. POPE, Secretary
Washington Gas Light Company
1100 H Street, N.W.
Washington, D.C. 20080
(Name and address of agent for service)
(202) 624-6395
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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=
Proposed Proposed
Amount maximum maximum Amount of
Title of to be offering price aggregate registration
securities to be registered registered per unit (1) offering price (1) fee (1)
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Common Stock, $1 par value. . . . . 240,000 shares $ 22.3125/sh $5,355.000 $1,622.73
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(1) This registration fee has been calculated pursuant to Rule 457(h) on the
basis of the average high and low prices of the Company's common stock on
the New York Stock Exchange on November 13, 1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.<PAGE>
Explanatory Note
The purpose of this registration statement is to register 240,000
shares of the Company's common stock being acquired in the open market
primarily for distribution under the Company's Savings Plan and Capital
Appreciation Plan. The issuance will be in the form of a distribution of 100
shares to the accounts of employees who qualify for the distribution. The
acquisition of the shares for this purpose is to begin in November 1996.
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PART II.
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Washington Gas Light Company
(Washington Gas or the Company) with the Securities and Exchange Commission are
incorporated in this Registration Statement by reference and made a part of
this Registration Statement:
(a) The Company's latest annual report on Form 10-K for the year
ended
September 30, 1995, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act");
(b) The Plans' latest annual reports on Form 11-K for the year ended
December 31, 1995,
(c) All other reports filed by the Company pursuant to Section 13(a)
of the 1934 Act since the end of the fiscal year covered by the annual report
on Form 10-K referred to above; and
(d) The description of the Company's Common Stock set forth in the
Company's Registration Statement filed pursuant to Section 12 of the 1934 Act,
including any amendments or reports updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Company's Bylaws, the Company is required to indemnify any
officer or director who was or is a party or is threatened to be made a party
to any action, suit or proceeding by reason of such person's status as a
director or officer of the Company against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding, unless such person is finally adjudged to be
liable for willful misconduct in the performance of duties to the Company or
to have knowingly violated the criminal law.
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 and directors.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No. Description of Exhibits Page
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4 Charter of the Company as amended (incorporated by reference to
the Company's Form 10-Q for the quarter ended June 30, 1993, SEC
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(a) Power of Attorney.
24(b) Certified Board Resolutions.
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ITEM 9. 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;
(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 references 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.
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(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 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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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-8 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 15th day of
November, 1996.
WASHINGTON GAS LIGHT COMPANY
By FREDERIC M. KLINE
------------------------------------------------
Frederic M. Kline
Vice President and Treasurer
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.
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Signature: Title: Date:
<S> <C> <C>
PATRICK J. MAHER* Chairman of the Board, November 15, 1996
- ------------------------------- Chief Executive Officer
(Patrick J. Maher) and Director
JAMES H. DeGRAFFENREIDT, JR.* President, Chief Operating November 15, 1996
- ------------------------------- Officer and Director
(James H. DeGraffenreidt, Jr.)
FREDERIC M. KLINE Vice President & Treasurer November 15, 1996
- ------------------------------- (Principal Financial &
(Frederic M. Kline) Accounting Officer)
MICHAEL D. BARNES* Director November 15, 1996
- -------------------------------
(Michael D. Barnes)
FRED J. BRINKMAN* Director November 15, 1996
- -------------------------------
(Fred J. Brinkman)
DANIEL J. CALLAHAN, III* Director November 15, 1996
- -------------------------------
(Daniel J. Callahan, III)
ORLANDO W. DARDEN* Director November 15, 1996
- -------------------------------
(Orlando W. Darden)
MELVYN J. ESTRIN* Director November 15, 1996
- ------------------------------
(Melvyn J. Estrin)
KAREN HASTIE WILLIAMS* Director November 15, 1996
- -------------------------------
(Karen Hastie Williams)
STEPHEN G. YEONAS* Director November 15, 1996
- -------------------------------
(Stephen G. Yeonas)
By FREDERIC M. KLINE*
- -------------------------------
Frederic M. Kline
Attorney-in-Fact
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II-3
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Exhibit No. Description of Exhibits Page
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4 Charter of the Company as amended (incorporated by reference to
the Company's Form 10-Q for the quarter ended June 30, 1993, SEC
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(a) Power of Attorney.
24(b) Certified Board Resolutions.
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Exhibit No. 5
November 15, 1996
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-8 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 240,000 shares of Common Stock (Shares) and
interests in the Company's Savings and Capital Appreciation Plans (Plans).
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 and interests in the Plans will, when issued pursuant to
the Plans, be legally issued, fully paid and non-assessable; and
(3) The Plans comply with applicable provisions of ERISA.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
(JOHN K. KEANE, JR.)
John K. Keane, Jr.
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Exhibit 23(a)
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 24,
1995 included and incorporated by reference in Washington Gas Light Company's
Form 10-K for the year ended September 30, 1995, and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.,
November 15, 1996
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Exhibit No.
24(a)
POWER OF ATTORNEY
Washington Gas Light Company, for itself, and each person whose signature
appears below, appoints Patrick J. Maher, James H. DeGraffenreidt, Jr.,
Frederic
M. Kline, 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 300,000 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
Date: September 25, 1996 By: PATRICK J. MAHER
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Patrick J. Maher
Chairman of the Board and
Chief Executive Officer
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Signature: Title: Date:
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PATRICK J. MAHER Chairman of the Board, September 25, 1996
- ------------------------------ Chief Executive Officer
(Patrick J. Maher) and Director
JAMES H. DeGRAFFENREIDT, JR. President, Chief Operating September 25, 1996
- ------------------------------ Officer and Director
(James H. DeGraffenreidt, Jr.)
FREDERIC M. KLINE Vice President & Treasurer September 25, 1996
- ------------------------------ (Principal Financial &
(Frederic M. Kline) Accounting Officer)
MICHAEL D. BARNES Director September 25, 1996
- ------------------------------
(Michael D. Barnes)
FRED J. BRINKMAN Director September 25, 1996
- ------------------------------
(Fred J. Brinkman)
DANIEL J. CALLAHAN, III Director September 25, 1996
- ------------------------------
(Daniel J. Callahan, III)
ORLANDO W. DARDEN Director September 25, 1996
- ------------------------------
(Orlando W. Darden)
MELVYN J. ESTRIN Director September 25, 1996
- ------------------------------
(Melvyn J. Estrin)
KAREN HASTIE WILLIAMS Director September 25, 1996
- ------------------------------
(Karen Hastie Williams)
STEPHEN G. YEONAS Director September 25, 1996
- ------------------------------
(Stephen G. Yeonas)
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Exhibit 24(b)
Certified Board Resolutions
The following is an excerpt of resolutions which were adopted by the
Board of Directors of the Company on September 25, 1996:
RESOLVED, That the form, terms and provisions of the proposed
registration statement on Form S-8 relating to the registration of up to
300,000
shares of common stock of the Company for issuance to employees is approved in
all respects; and the Chairman of the Board and Chief Executive Officer, the
President and Chief Operating Officer, the Vice President and Treasurer, and
the Controller of the Company (Authorized Officers) and each of them are
authorized in the name and on behalf of the Company, to execute and file a
registration statement substantially in the form of the draft presented to
this meeting (Registration Statement), with such changes as the Authorized
Officers may, with the advice of counsel, deem necessary or advisable, and
to execute and deliver any and all amendments and supplements thereto,
including post-effective amendments; 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., John K.
Keane, Jr. and Frederic M. Kline, and each of them individually (attorneys in
fact) to execute the Registration Statement and any amendment thereto, and
cause it to be filed with the Securities and Exchange Commission and with all
other appropriate governmental and private organizations.
/S/ Douglas V. Pope
Secretary
