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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-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 NO.)
1100 H STREET, N.W.
WASHINGTON, D.C. 20080
(703) 750-4440
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL 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)
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Copies to:
JOHN H. BYINGTON, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004-1490
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(e)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Unsecured Notes) .......................... $193,000,000 $58,484.85
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Common Stock, $1 par value) .......................... (2) (2) (2) (2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Shares of Common Stock issuable upon the conversion of any Unsecured Notes
that contain a conversion feature. The number of such shares registered will
be determined by the market price of the Common Stock at the time of the
sale of the Unsecured Notes and by the amount of Unsecured Notes, if any,
that contain a conversion feature. No additional consideration will be paid
in connection with the exercise of any conversion rights. In accordance with
Rule 457(I) under the Securities Act of 1933, no additional fee is to be
paid in connection with the registration of such shares.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT WILL BE USED AS A
COMBINED PROSPECTUS IN CONNECTION WITH THIS REGISTRATION STATEMENT AND
REGISTRATION STATEMENT NUMBER 33-57039. IN THIS CONNECTION, $57,000,000
PRINCIPAL AMOUNT OF WASHINGTON GAS LIGHT COMPANY SECURITIES REMAINING REGISTERED
AND UNISSUED UNDER REGISTRATION STATEMENT NO. 33-57039 ARE BEING CARRIED
FORWARD. THE AMOUNT OF THE FILING FEE ASSOCIATED WITH SUCH SECURITIES THAT WAS
PREVIOUSLY PAID IS $15,655.17 WITH RESPECT TO REGISTRATION STATEMENT NUMBER
33-57039.
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<PAGE> 2
PROSPECTUS
(SUBJECT TO COMPLETION, DECEMBER 30, 1996)
$250,000,000
WASHINGTON GAS LIGHT COMPANY
UNSECURED NOTES
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Washington Gas Light Company (the "Company") may offer, from time to time,
its Unsecured Notes (the "Unsecured Notes", or "Securities") in one or more
series, at prices and on terms to be determined at the time of sale. The
Securities offered pursuant to this Prospectus may be issued in one or more
series or issuances and will be limited to a principal amount of $250,000,000.
All specific terms of the offering and sale of any Securities (the "Offered
Securities", or "Offered Notes"), including whether any Offered Notes are senior
or subordinated, the currencies or composite currencies in which any Offered
Notes are denominated, the aggregate principal amount, the maturity, rate and
time of payment of interest applicable thereto, any conversion, exchange,
redemption, or sinking fund provisions, initial public offering price, listing
on any securities exchange, and the agents, dealers, or underwriters, if any, to
be utilized in connection with the sale of any Offered Securities, will be set
forth in an accompanying Prospectus Supplement ("Prospectus Supplement").
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The Securities will be sold in accordance with the plan of distribution
described in "Plan of Distribution" herein.
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THE DATE OF THIS PROSPECTUS IS JANUARY , 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Certain 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 shareholders of the
Company and filed with the Commission. Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the Commission's regional offices at Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at Seven World
Trade Center, New York, N.Y. 10048. Copies of such material can also be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission maintains a Web Site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission
(HTTP://WWW.SEC.GOV). The Company's common stock (the "Common Stock") is listed
on the New York Stock Exchange and on the Philadelphia Stock Exchange (under the
symbol "WGL"), where reports, proxy material and other information concerning
the Company may also be inspected. The Company's preferred stock (the "Preferred
Stock") is listed on the Philadelphia Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is hereby incorporated by reference in this Prospectus the Company's
Annual Report on Form 10-K for the year ended September 30, 1996.
All documents filed by the Company pursuant to Sections 13, 14, or 15(d) of
the 1934 Act after the date of this Prospectus and prior to the termination of
the offering of the Securities shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as the "Incorporated Documents"; provided, however, in each year
during which an offering is made by this Prospectus, all documents filed by the
Company pursuant to Sections 13, 14 or 15(d) of the 1934 Act prior to the filing
with the Commission of the Company's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Prospectus or be a part hereof from and after such filing of such Annual Report
on Form 10-K).
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document or in an accompanying Prospectus Supplement 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 Prospectus.
UPON WRITTEN OR ORAL REQUEST, THE COMPANY WILL PROVIDE WITHOUT CHARGE TO
ANY PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED A COPY OF ANY OR
ALL OF THE INCORPORATED DOCUMENTS 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, (TELEPHONE NUMBERS: 202-624-6558 OR 1-800-221-WGAS). THE INFORMATION
RELATING TO THE COMPANY CONTAINED IN THIS DOCUMENT DOES NOT PURPORT TO BE
COMPREHENSIVE AND SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE
INCORPORATED DOCUMENTS.
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THE COMPANY
The Company is a public utility that delivers and sells natural gas to
metropolitan Washington, D.C. and adjoining areas in Maryland and Virginia. A
distribution subsidiary serves portions of Virginia and West Virginia. The
Company has been engaged in the gas distribution business for 148 years, having
been originally incorporated by an Act of Congress in 1848. It became a domestic
corporation of the Commonwealth of Virginia in 1953 and a corporation of the
District of Columbia in 1957.
As of September 30, 1996, the Company and its distribution subsidiary
served 772,281 customer meters. A listing of meters served and therms delivered
as of and for the twelve months ended September 30, 1996 by jurisdiction is
shown in the table below. A therm of gas contains 100,000 British Thermal Units
of heat, the heat content of approximately 100 cubic feet of natural gas.
<TABLE>
<CAPTION>
THERMS DELIVERED
JURISDICTION METERS SERVED (MILLIONS)
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<S> <C> <C>
District of Columbia..................... 143,160 337
Maryland................................. 322,554 671
Virginia................................. 303,718 511
West Virginia............................ 2,849 25
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Total............................... 772,281 1,544
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</TABLE>
Of the 1,544 million therms delivered in fiscal year 1996, 91% was sold by
the Company and its distribution subsidiary and 9% was delivered to various
customers that acquired their gas from others. Of the therms sold and delivered
by the Company, 53% was sold to firm residential customers, 34% was sold to firm
commercial and industrial customers and 13% was sold to interruptible
commercial, industrial and electric generation customers. Therms delivered by
the Company amounted to 95% of the total consolidated deliveries. In 1996, the
Company sold gas outside of its service territory. These off-system sales
totalled 40.5 million therms.
SUBSIDIARIES
The Company has four wholly-owned active subsidiaries which are described
below. Frederick Gas Company, Inc., previously a wholly-owned distribution
subsidiary, was merged into the parent company effective January 1, 1996.
Shenandoah Gas Company ("Shenandoah") is engaged in the distribution and
sale of natural gas at retail in the Shenandoah Valley, including Winchester,
Middletown, Strasburg, Stephens City and New Market, Virginia, and Martinsburg,
West Virginia. Deliveries of natural gas for the twelve months ended September
30, 1996 totalled 62 million therms, of which 13% was sold to firm residential
customers, 39% was sold to firm commercial and industrial customers, 43% was
sold to interruptible commercial and industrial customers, and 5% was delivered
to various customers that acquired their gas from others.
Hampshire Gas Company ("Hampshire") operates an underground gas storage
field in the vicinity of Augusta, West Virginia on behalf of the Company under a
cost of service tariff regulated by the Federal Energy Regulatory Commission
(FERC).
Crab Run Gas Company ("Crab Run") is an exploration and production
subsidiary whose assets are being managed by an Oklahoma-based limited
partnership. At September 30, 1996, Crab Run's investment in this partnership
was not material. The Company expects that any additional investments in the
partnership will be minimal.
Washington Gas Energy Services, Inc. ("WGES"), was formerly known as
Washington Resources Group, Inc., and is a non-utility subsidiary that holds the
Company's diversified operations, except for Crab Run, to more clearly delineate
non-utility operations from the regulated utility businesses. This subsidiary is
primarily engaged in the unregulated sale of gas in competition with third-party
suppliers such as gas
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marketers or other gas utilities. WGES has also received a power certificate
from the FERC and plans to market electricity in the near future. WGES'
subsidiaries are described below.
Washington Gas Energy Systems, Inc. previously supplied and installed
residential and commercial energy conservation products and services. The
company is currently engaged in commercial energy services, including the design
and renovation of mechanical heating, air conditioning and ventilation systems.
Brandywood Estates, Inc. ("Brandywood") is a general partner, along with a
major developer, in a venture designed to develop 1,600 acres in Prince George's
County, Maryland for sale or lease. This acreage was contributed to the
Brandywood Development Limited Partnership by Brandywood in 1992. In March 1996,
the partnership submitted to Prince George's County a rezoning application for
790 acres of its property. The mixed-use development plan proposes approximately
1,600 homes, 100,000 square feet of retail space and 105,000 square feet of
office space. Final review of the development proposal is expected in 1997.
Brandywood continues to have sole ownership of approximately 1,000 additional
acres adjacent to this property that are not being currently developed or
otherwise utilized.
Advanced Marketing Concepts, Inc. previously provided services primarily in
the area of energy-related home improvements. This subsidiary is currently
inactive.
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USE OF PROCEEDS
The use of proceeds realized from the sale of particular Offered Securities
will be set forth in an accompanying Prospectus Supplement. It is expected that
the Company will use net proceeds from the sale of the Securities offered hereby
for three primary purposes: (1) the refunding of maturing long-term debt and
satisfaction of sinking fund requirements; (2) the refunding of higher-coupon
long-term debt as market conditions permit; and (3) for general corporate
purposes, including capital expenditures and additional working capital
requirements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the historical ratio of earnings to fixed
charges for the period indicated:
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED SEPTEMBER 30
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1996 1995 1994 1993 1992
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<S> <C> <C> <C> <C>
5.3 4.2 4.1 4.1 4.0
</TABLE>
For the purpose of computing the historical ratio of earnings to fixed
charges in the above table, "earnings" consist of net income from continuing
operations plus income taxes and fixed charges. "Fixed charges" consist of (i)
interest, (ii) amortization of debt discount, premium and expense and (iii) a
portion of operating lease payments considered to represent an interest factor.
DESCRIPTION OF THE UNSECURED NOTES
GENERAL
The Unsecured Notes will be issued under an Indenture, dated as of
September 1, 1991 (the "Indenture"), between the Company and The Bank of New
York, as trustee (the "Indenture Trustee"). The following summaries under this
heading do not purport to be complete and are subject to the detailed provisions
of the Indenture, a form of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. Wherever particular provisions of
the Indenture or terms defined therein are referred to, such provisions or
definitions are incorporated by reference as a part of the statements made
herein and such statements are qualified in their entirety by such reference.
References to article and section numbers are to articles and sections in the
Indenture or supplemental indentures. Terms used under this heading or in any
Prospectus Supplement relating to the Offered Notes which are defined under this
heading are so defined solely with reference to the Offered Notes.
The Indenture provides that, in addition to the Unsecured Notes, additional
debt securities (including both interest-bearing and original issue discount
securities) may be issued thereunder, without limitation as to the aggregate
principal amount (See Section 301). The Unsecured Notes and all other debt
securities hereafter issued under the Indenture or supplemental indentures are
collectively referred to as the "Indenture Securities." The Indenture does not
limit the amount of other debt, secured or unsecured, which may be issued by the
Company. The Unsecured Notes will rank pari passu with all other unsecured and
non-subordinated indebtedness of the Company, unless such Unsecured Notes are
themselves subordinated.
The Company executed a supplemental indenture (the "MTN Supplemental
Indenture") dated as of September 1, 1993, to The Bank of New York, as Indenture
Trustee. The MTN Supplemental Indenture limits the issuance of new first
mortgage bonds by the Company (Art. VI, Sec. 608). The Supplemental Indenture
provides that the Company will not issue any new bonds under the Mortgage and
Deed of Trust, dated January 1, 1933, (the "First Mortgage") between the Company
and The Bank of New York, as successor trustee (the "Mortgage Trustee"), as
amended and supplemented, in addition to its bonds outstanding under the First
Mortgage as of September 1, 1993, without making effective provision, and the
Company covenants that in any such case effective provision will be made,
whereby the Unsecured Notes
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shall be secured by the First Mortgage equally and ratably with any and all
other obligations and indebtedness thereby secured.
Reference is made to the applicable Prospectus Supplement for a description
of the following terms of the Offered Notes in respect of which this Prospectus
is being delivered: (i) the title of such Offered Notes; (ii) the limit, if any,
upon the aggregate principal amount of such Offered Notes; (iii) the rate or
rates, or the method of determination thereof, at which such Offered Notes will
bear interest, if any; the date or dates from which such interest will accrue;
the dates on which such interest will be payable ("Interest Payment Date"); and
the regular record dates for the interest payable on such Interest Payment
Dates; (iv) the obligation, if any, of the Company to redeem or purchase such
Offered Notes pursuant to any sinking fund or analogous provisions or at the
option of the holder and the periods within which or the dates on which, the
prices at which and the terms and conditions upon which such Offered Notes will
be redeemed or purchased, in whole or in part, pursuant to such obligation; (v)
the periods within which or the dates on which, the prices at which and the
terms and conditions upon which such Offered Notes may be redeemed, if any, in
whole or in part, at the option of the Company; (vi) if other than denominations
of $1,000 and any integral multiple thereof, the denominations in which such
Offered Notes will be issuable; (vii) whether such Offered Notes are to be
issued in whole or in part in the form of one or more global Unsecured Notes
and, if so, the identity of the depositary for such global Unsecured Notes;
(viii) the terms under which the Offered Notes may be convertible into Common
Stock; (ix) whether such Offered Notes are to be subordinated and (x) any other
terms of such Offered Notes not inconsistent with the provisions of the
Indenture.
PAYMENT OF NOTES; TRANSFERS; EXCHANGES
Except as may be provided in the applicable Prospectus Supplement,
interest, if any, on each Unsecured Note payable on each Interest Payment Date
will be paid by check mailed to the person in whose name such Unsecured Note is
registered (the registered holder of any Indenture Security being herein called
a "Holder") as of the close of business on the regular record date relating to
such Interest Payment Date; provided, however, that interest payable at maturity
(whether at stated maturity, upon redemption or otherwise, hereinafter
"Maturity") will be paid to the person to whom principal is paid. However, if
there has been a default in the payment of interest on any Unsecured Note, such
defaulted interest may be payable to the Holder of such Unsecured Note as of the
close of business on a date selected by the Indenture Trustee not more than 15
days and not less than 10 days prior to the date proposed by the Company for
payment of such defaulted interest.
Principal of and premium, if any, and interest, if any, on the Unsecured
Notes at maturity will be payable upon presentation of the Unsecured Notes at
the principal corporate trust office of The Bank of New York in New York, New
York. The Company may change the place of payment on the Unsecured Notes, may
appoint one or more paying agents (including the Company) and may remove any
paying agent, all in its discretion. The applicable Prospectus Supplement, or a
supplement thereto, will identify any new place of payment and any paying agent
appointed, and will disclose the removal of any paying agent effected, prior to
the date of such Prospectus Supplement or supplement thereto.
The transfer of Unsecured Notes may be registered, and Unsecured Notes may
be exchanged for other Unsecured Notes of authorized denominations and of like
tenor and aggregate principal amount, at the principal corporate trust office of
The Bank of New York in New York, New York. The Company may change the place for
registration of transfer of the Unsecured Notes, may appoint one or more
additional security registrars or transfer agents (including the Company) and
may remove any security registrar or transfer agent, all in its discretion. The
applicable Prospectus Supplement, or a supplement thereto, will identify any new
place for registration of transfer and any additional security registrar or
transfer agent appointed, and will disclose the removal of any security
registrar or transfer agent effected, prior to the date of such Prospectus
Supplement or supplement thereto. No service charge will be made for any
transfer or exchange of the Unsecured Notes, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith (See Section 305). The Company will not be required: (a) to
issue, register the transfer of or exchange Unsecured Notes during a period of
15 days prior to giving any notice of redemption; or (b) to issue, register the
transfer of or exchange any Unsecured Note selected for
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redemption in whole or in part, except the unredeemed portion of any Unsecured
Note being redeemed in part.
REDEMPTION
Any terms for the optional or mandatory redemption of Offered Notes will be
set forth in the applicable Prospectus Supplement. Except as shall otherwise be
provided with respect to Offered Notes redeemable at the option of the Holder,
such Offered Notes will be redeemable only upon notice, by mail, not less than
30 nor more than 60 days prior to the date fixed for redemption and, if less
than all of the Offered Notes of any series, or any tranche thereof, are to be
redeemed, the particular Offered Notes will be selected by such methods as the
Security Registrar deems fair and appropriate (See Sections 403 and 404).
Any notice of optional redemption may state that such redemption shall be
conditional upon the receipt by the Indenture Trustee, on or prior to the date
fixed for such redemption, of money sufficient to pay the principal of and
premium, if any, and interest, if any, on such Unsecured Notes and that if such
money has not been so received, such notice will be of no force or effect and
the Company will not be required to redeem such Unsecured Notes (See Section
404).
CONVERSION RIGHTS
The applicable Prospectus Supplement will provide whether the Offered Notes
will consist of convertible Unsecured Notes and, if so, the initial conversion
price per share at which such convertible Unsecured Notes will be convertible
into Common Stock. Subject to prior redemption of the convertible Unsecured
Notes, the Holders of such Unsecured Notes will be entitled at any time on or
before the close of business on the maturity date thereof to convert such
Unsecured Notes (or, in the case of convertible Unsecured Notes of denominations
in excess of $1,000 any portion of which is $1,000 or an integral multiple of
$1,000) into shares of Common Stock at the initial conversion price set forth in
the applicable Prospectus Supplement. No adjustment will be made on conversion
of any convertible Unsecured Notes for interest accrued thereon or, except as
set forth below, for dividends on any securities issued upon such conversion.
In order to exercise the right of conversion, the Holder of any such
convertible Unsecured Notes must surrender such convertible Unsecured Notes to
the Company at any office or agency of the Company maintained for such purpose.
The convertible Unsecured Notes to be surrendered must be accompanied by written
notice to the Company that the Holder elects to convert such Securities.
If any convertible Unsecured Note, whether or not called for redemption, is
converted between a record date for the payment of interest and the next
succeeding Interest Payment Date, such convertible Unsecured Note must be
accompanied by funds payable to the Company equal to the interest payable to the
registered Holder on such Interest Payment Date on the principal amount so
converted. In the case of any convertible Unsecured Note or portion thereof
called for redemption, conversion rights expire at the close of business on the
Redemption Date, even if such redemption occurs at a time when conversion of the
Unsecured Note or portion thereof is in the best interests of the Holder.
No fractional shares of Common Stock will be issued upon conversion but, in
lieu thereof, an adjustment in cash will be made based on the market price of
the Common Stock at the close of business on the date of conversion.
The conversion price will be subject to adjustment in the event of: (i) the
payment of certain stock dividends on the Common Stock; (ii) the issuance of
certain rights or warrants to all holders of the Common Stock entitling them to
subscribe for or purchase Common Stock at a price less than the market price;
(iii) the subdivision of Common Stock into a greater number of shares of Common
Stock; (iv) the distribution by the Company to all holders of the Common Stock
of evidences of indebtedness or assets of the Company (excluding rights or
warrants and any dividends or distributions mentioned above); and (v) the
reclassification of Common Stock into other securities.
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EVENTS OF DEFAULT
The following constitute events of default under the Indenture (an "Event
or Events of Default") with respect to each series of Indenture Securities
outstanding thereunder:
(a) failure to pay any interest on any Indenture Security of such
series within 60 days after the same becomes due and payable;
(b) failure to pay any principal of or premium on any Indenture
Security of such series within three business days after the same becomes
due and payable;
(c) failure to perform or breach of any covenant or warranty of the
Company in the Indenture (other than a covenant or warranty of the Company
in the Indenture solely for the benefit of one or more series of Indenture
Securities other than the Unsecured Notes), for a period of 60 days after
written notice to the Company by the Indenture Trustee, or to the Company
and the Indenture Trustee by the Holders of at least 33% in principal
amount of the Indenture Securities of such series outstanding under the
Indenture as provided in the Indenture;
(d) certain events of bankruptcy, insolvency or reorganization; and
(e) any other Event of Default specified with respect to Indenture
Securities of such series (See Section 801).
No Event of Default with respect to the Unsecured Notes necessarily
constitutes an Event of Default with respect to the Indenture Securities of any
other series issued under the Indenture.
REMEDIES
If an Event of Default with respect to any series of Indenture Securities
occurs and is continuing, then either the Indenture Trustee or the Holders of
not less than 33% in principal amount of the outstanding Indenture Securities of
such series may declare the principal amount (or if the Indenture Securities of
such series are discount notes or similar Indenture Securities, such portion of
the principal amount as may be specified in the applicable Prospectus
Supplement) of all of the Indenture Securities of such series to be due and
payable immediately; provided, however, that if an Event of Default occurs and
is continuing with respect to more than one series of Indenture Securities, the
Indenture Trustee or the Holders of not less than 33% in aggregate principal
amount of the outstanding Indenture Securities of all such series, considered as
one class, may make such declaration of acceleration and not the Holders of the
Indenture Securities of any one of such series.
At any time after the declaration of acceleration with respect to the
Indenture Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained, the Event or Events of Default
giving rise to such declaration of acceleration will, without further act, be
deemed to have been waived, and such declaration and its consequences will,
without further act, be deemed to have been rescinded and annulled, if
(a) the Company has paid or deposited with the Indenture Trustee a sum
sufficient to pay
(1) all overdue interest on all Indenture Securities of such
series;
(2) the principal of and premium, if any, on any Indenture
Securities of such series which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates
prescribed therefor in such Indenture Securities;
(3) interest upon overdue interest at the rate or rates prescribed
therefor in such Indenture Securities, to the extent that payment of
such interest is lawful; and
(4) all amounts due to the Indenture Trustee under the Indenture;
and
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(b) any other Event or Events of Default with respect to the Indenture
Securities of such series, other than the nonpayment of the principal of
the Indenture Securities of such series which has become due solely by such
declaration of acceleration, have been cured or waived as provided in the
Indenture (See Section 802).
If an Event of Default with respect to the Indenture Securities of any
series occurs and is continuing, the Holders of a majority in principal amount
of the outstanding Indenture Securities of such series will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Indenture Trustee, or exercising any trust or power conferred
on the Indenture Trustee, with respect to the Indenture Securities of such
series; provided, however, that if an Event of Default occurs and is continuing
with respect to more than one series of Indenture Securities, the Holders of a
majority in aggregate principal amount of the outstanding Indenture Securities
of all such series, considered as one class, will have the right to make such
direction, and not the Holders of the Indenture Securities of any one of such
series; and provided, further, that (a) such direction will not be in conflict
with any rule of law or with the Indenture and would not involve the Indenture
Trustee in personal liability in circumstances where reasonable indemnity could
not be adequate and (b) the Indenture Trustee may take any other action it deems
proper which is not inconsistent with such direction (See Section 812). The
right of a Holder of any Indenture Security of such series to institute a
proceeding with respect to the Indenture is subject to certain conditions
precedent, but each Holder has an absolute right to receive payment of principal
and premium, if any, and interest, if any, when due and to institute suit for
the enforcement of any such payment (See Sections 807 and 808). The Indenture
provides that the Indenture Trustee, within 90 days after the occurrence of any
default thereunder with respect to the Indenture Securities of a series, is
required to give the Holders of the Indenture Securities of such series notice
of any default known to it, unless cured or waived; provided, however, that,
except in the case of a default in the payment of principal of or premium, if
any, or interest, if any, on any Indenture Securities of such series, the
Indenture Trustee may withhold such notice if the Indenture Trustee determines
that it is in the interest of such Holders to do so; and provided, further, that
in the case of an Event of Default of the character specified above in clause
(c) under "Events of Default," no such notice shall be given to such Holders
until at least 75 days after the occurrence thereof (See Section 902).
The Company will be required to furnish annually to the Indenture Trustee a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance (See Section 606).
COVENANTS, CONSOLIDATION, MERGER, ETC.
The Company will cause (or, with respect to property owned in common with
others, make reasonable effort to cause) all its properties used or useful in
the conduct of its business to be maintained and kept in good condition, repair
and working order and will cause (or with respect to property owned in common
with others make reasonable effort to cause) to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as, in the
judgment of the Company, may be necessary so that the business carried on in
connection therewith may be properly conducted; provided, however, that the
foregoing shall not prevent the Company from discontinuing, or causing the
discontinuance of, the operation and maintenance of any of its properties if
such discontinuance is, in the judgment of the Company, desirable in the conduct
of its business (See Section 605).
Subject to the provisions described in the next paragraph, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and rights (charter and statutory) and
franchises of the Company; provided, however, that the Company not be required
to preserve any such right or franchise if, in the judgment of the Company,
preservation thereof is no longer desirable in the conduct of the business of
the Company and the loss thereof does not adversely affect the interests of the
Holders in any material respect (See Section 604).
The Company will not consolidate with or merge into any other corporation
or corporations or convey, transfer or lease its properties and assets
substantially as an entirety to any person or persons unless: (a) the
corporation or corporations formed by such consolidation or into which the
Company is merged or the person
9
<PAGE> 11
or persons which acquires by conveyance or transfer, or which leases, the
property and assets of the Company substantially as an entirety, expressly
assumes, by supplemental indenture, the due and punctual payment of the
principal of and premium, if any, and interest, if any, on all the Indenture
Securities and the performance of all of the covenants of the Company under the
Indenture; (b) immediately after giving effect to such transactions no Event of
Default, and no event which after notice and lapse of time would become an Event
of Default, will have occurred and be continuing; and (c) the Company will have
delivered to the Indenture Trustee an Opinion of Counsel as provided in the
Indenture (See Section 1101).
MODIFICATION OF INDENTURE
Without the consent of any Holders of Indenture Securities, the Company and
the Indenture Trustee may enter into one or more supplemental indentures for any
of the following purposes:
(a) to evidence the succession of another person to the Company and
the assumption by any such successor of the covenants of the Company in the
Indenture and the Indenture Securities; or
(b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of outstanding Indenture Securities or to
surrender any right or power conferred upon the Company by the Indenture;
or
(c) to add any additional Events of Default with respect to all or any
series of outstanding Indenture Securities; or
(d) to change or eliminate any provision of the Indenture or to add
any new provision to the Indenture; provided that if such change,
elimination or addition will adversely affect the interests of the Holders
of Indenture Securities of any series in any material respect, such change,
elimination or addition will become effective with respect to such series
only when there is no Indenture Security of such series remaining
outstanding under the Indenture; or
(e) to provide collateral security for the Indenture Securities; or
(f) to establish the form or terms of Indenture Securities of any
series as permitted by the Indenture; or
(g) to evidence and provide for the acceptance of appointment of a
successor indenture trustee under the Indenture with respect to the
Indenture Securities of one or more series and to add to or change any of
the provisions of the Indenture as shall be necessary to provide for or to
facilitate the administration of the trusts under the Indenture by more
than one trustee; or
(h) to provide for the procedures required to permit the utilization
of a noncertificated system of registration for any series of Indenture
Securities; or
(i) to change any place where (1) the principal of and premium, if
any, and interest, if any, on Indenture Securities of any series, or any
tranche thereof, shall be payable, (2) any Indenture Securities of any
series, or any tranche thereof, may be surrendered for registration of
transfer, (3) Indenture Securities of any series, or any tranche thereof,
may be surrendered for exchange and (4) notices and demands to or upon the
Company in respect of the Indenture Securities of any series, or any
tranche thereof, and the Indenture may be served; or
(j) to cure any ambiguity or inconsistency or to make any other
provisions with respect to matters and questions arising under the
Indenture, provided such provisions shall not adversely affect the
interests of the Holders of Indenture Securities of any series in any
material respect (See Section 1201).
Without limiting the generality of the foregoing, if the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), is amended after the date
of the Indenture to require changes to the Indenture or the incorporation
therein of additional provisions or permit changes to, or the elimination of,
provisions which, at the date of the Indenture or at any time thereafter, are
required by the Trust Indenture Act to be contained in the Indenture, the
Company and the Trustee may, without the consent of any Holders, enter into one
or more supplemental indentures to effect or reflect any such change,
incorporation or elimination.
10
<PAGE> 12
The consent of the Holders of not less than a majority in principal amount
of the Indenture Securities of all series then outstanding under the Indenture,
considered as one class, is required for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, the
Indenture pursuant to an indenture or supplemental indenture; provided, however,
that if less than all of the series of Indenture Securities outstanding under
the Indenture are directly affected by a supplemental indenture, then the
consent only of the Holders of a majority in aggregate principal amount of the
outstanding Indenture Securities of all series so directly affected, considered
as one class, will be required; and provided, further, that if the Indenture
Securities of any series shall have been issued in more than one tranche and if
the proposed supplemental indenture shall directly affect the rights of the
Holders of Indenture Securities of one or more, but less than all, of such
tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Indenture Securities of all tranches so
directly affected, considered as one class, shall be required; and provided,
further, that no such supplemental indenture will, without the consent of the
Holder of each Indenture Security outstanding under the Indenture of each such
series directly affected thereby, (a) change the stated maturity of, or any
installment of principal of or the rate of interest on (or the amount of any
installment of interest on), any Indenture Security, or reduce the principal
thereof or redemption premium thereon, if any, or change the amount payable upon
acceleration of a discount note or method of calculating the rate of interest
thereon, or otherwise modify certain terms of payment of the principal thereof
or interest or premium thereon, (b) reduce the percentage in principal amount of
the Indenture Securities outstanding under such series required to consent to
any supplemental indenture or waiver under the Indenture or to reduce the
requirements for quorum and voting, or (c) modify certain of the provisions in
the Indenture relating to supplemental indentures, waivers of certain covenants
and waivers of past defaults.
A supplemental indenture which changes or eliminates any covenant or other
provision of the Indenture which has expressly been included solely for the
benefit of one or more particular series of Indenture Securities, or which
modifies the rights of the Holders of Indenture Securities of such series with
respect to such covenant or other provision, shall be deemed not to affect the
rights under the Indenture of the Holders of any other Indenture Securities (See
Section 1202).
DEFEASANCE
The Indenture Securities of any series, or any portion of the principal
amount thereof, will be deemed to have been paid for purposes of the Indenture
(except as to any surviving rights of registration of transfer or exchange
expressly provided for in the Indenture), and the entire indebtedness of the
Company in respect thereof will be deemed to have been satisfied and discharged,
if there shall have been irrevocably deposited with the Indenture Trustee, in
trust: (a) money in the amount which will be sufficient; or (b) Government
Obligations (as defined below), which do not contain provisions permitting the
redemption or other prepayment thereof at the option of the issuer thereof, the
principal of and the interest on which when due, without any regard to
reinvestment thereof, will provide monies which, together with the money, if
any, deposited with or held by the Indenture Trustee, will be sufficient; or (c)
a combination of (a) and (b) which will be sufficient, to pay when due the
principal of and premium, if any, and interest, if any, due and to become due on
such Indenture Securities or portions thereof on and prior to the maturity
thereof (See Section 701). For this purpose, Government Obligations include
direct obligations of, or obligations unconditionally guaranteed by, the United
States of America entitled to the benefit of the full faith and credit thereof
and certificates, depositary receipts or other instruments which evidence a
direct ownership interest in such obligations or in any specific interest or
principal payments due in respect thereof.
As a condition to defeasing the Offered Notes as described above, the
Company is obligated to obtain a legal opinion to the effect that the defeasance
of the Offered Notes will be tax free to the Holders of the Offered Notes to be
defeased.
REGARDING THE INDENTURE TRUSTEE
The Bank of New York, Indenture Trustee and Mortgage Trustee, extends
credit to the Company, along with other banks, under revolving credit
agreements. From time to time the Company has entered into contracts with The
Bank of New York for the sale, on a recourse basis, of certain non-utility
accounts
11
<PAGE> 13
receivable. The Bank of New York also serves as transfer agent and registrar for
the Company's Common Stock and Preferred Stock.
COMMON STOCK DIVIDENDS AND PRICE RANGE
The year 1996 was the 145th consecutive year for which the Company has paid
dividends on its Common Stock, one of the longest dividend records of companies
listed on the New York Stock Exchange. In addition, the Company has increased
dividends annually for the past 20 years. Dividends are declared on a quarterly
basis, and a formal review of dividend policy is undertaken annually. Future
dividends are subject to factors that ordinarily affect dividend policy, such as
future earnings and the financial condition of the Company.
The Company's Common Stock is listed on the New York Stock Exchange and the
Philadelphia Stock Exchange. Quarterly high and low prices and dividends paid
for the Common Stock for fiscal years 1995 and 1996 are as follows (source: The
Wall Street Journal):
COMMON STOCK PRICE RANGE AND DIVIDENDS PAID
<TABLE>
<CAPTION>
DIVIDENDS PAID DIVIDEND
HIGH LOW PER SHARE PAYMENT DATE
---- ---- -------------- ------------
<S> <C> <C> <C> <C>
Fiscal Year 1996
Fourth Quarter.................................. $22 7/8 $20 3/8 $.285 8/1/96
Third Quarter................................... 22 19 1/8 .285 5/1/96
Second Quarter.................................. 22 1/2 20 1/2 .280 2/1/96
First Quarter................................... 22 3/8 18 1/2 .280 11/1/95
Fiscal Year 1995
Fourth Quarter.................................. 20 1/2 17 5/8 .280 8/1/95
Third Quarter................................... 21 18 1/2 .280 5/1/95
Second Quarter.................................. 20 1/4 16 1/8 .2775 2/1/95
First Quarter................................... 19 3/8 16 .2775 11/1/94
</TABLE>
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
The Company has a Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") under which holders of the Company's Common Stock and Preferred Stock
may elect to receive dividends in the form of additional shares of the Company's
Common Stock in lieu of cash. Shareholders and employees may also invest
optional cash payments, no greater than $20,000 per quarter, in such shares.
Additional information on the Plan is contained in the Plan prospectus
which may be obtained from Shareholder Services, Washington Gas Light Company,
1100 H Street, N.W., Washington, D.C. 20080, 1-(202)-624-6558 or
1-(800)-221-WGAS.
DESCRIPTION OF THE ADDITIONAL COMMON STOCK
The following is a summary of, and is qualified by reference to, the
provisions of the Company's Charter, as amended, relating to its Common Stock,
$1 par value and the Additional Common Stock.
In addition to the amount outstanding as of September 30, 1996, the Company
is authorized by its regulatory commissions to: (a) issue up to 3,500,000 shares
of its Common Stock through one or more public offerings, (b) issue up to
2,500,000 shares of Common Stock under the Plan (see above) and other employee
benefit plans, and (c) issue up to 3,000,000 additional shares of Common Stock
to support the potential issuance of debt securities or Preferred Stock shares
which are convertible into shares of Common Stock. On September 30, 1996, the
Company had 43,703,476 shares of Common Stock outstanding, which does not
reflect the issuance of any shares of Additional Common Stock, or issuance of
any shares pursuant to any conversion feature applicable to any Unsecured Notes
offered hereby. The presently outstanding shares of
12
<PAGE> 14
Common Stock of the Company are, and any shares of Common Stock issued in
connection with any conversion rights pertaining to the Unsecured Notes will be,
validly issued, fully paid and nonassessable.
DIVIDEND RIGHTS
Subject to the preferential rights of the holders of the Preferred Stock to
receive full cumulative dividends, both past and current, and the restrictions
set forth below, the holders of the Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor.
VOTING, LIQUIDATION AND OTHER RIGHTS
Common stockholders of record are, together with holders of record of
shares of voting Preferred Stock, entitled to one vote for each share on matters
voted upon by stockholders except that whenever dividends on Preferred Stock are
in arrears in an aggregate amount equal to four full quarterly dividends on all
outstanding shares of such stock, the holders of the Preferred Stock (whether
voting or non-voting) have the right, as a class, until all dividends then in
default have been paid, to elect the largest number of directors that does not
exceed 25% of the Board of Directors, but in no event less than two directors;
and the holders of Common Stock will be entitled to elect the remaining
directors.
Upon liquidation, the holders of Common Stock shall be entitled to share
ratably in the distribution of the remaining assets available for distribution
after satisfaction of the preferential liquidation requirements of, and
accumulated unpaid dividends on, the Preferred Stock. The Common Stock and all
series of Preferred Stock have no preemptive rights. Upon issuance, pursuant to
any conversion rights applicable to any Unsecured Notes or New Preferred Stock,
the shares of Additional Common Stock so issued will be fully paid and
nonassessable.
FAIR PRICE PROVISION
The Company's Charter includes a "fairness provision" which is intended to
assure fair treatment of each stockholder in the event of specified corporate
actions. The fairness provision of Article VIII of the Charter is triggered when
the Company's shareholders are asked to approve certain business combinations
between the Company (or a subsidiary of the Company) and a holder ("interested
shareholder") of ten percent (10%) or more of the outstanding stock of the
Company entitled to vote generally in the election of directors (the "Stock") or
any affiliate of the interested shareholder. The business combinations covered
include a merger of the Company and certain other business combinations with an
interested shareholder. Under the fairness provision, these business
combinations with an interested shareholder must be approved by the holders of
at least eighty percent (80%) of the Stock unless either (i) the business
combination is approved by at least a majority of the members of the board of
directors who are unaffiliated with the interested shareholder and were
directors before the interested shareholder became an interested shareholder, or
(ii) a minimum price condition and other specified conditions are met. The
minimum price condition generally requires that in a business combination,
shareholders receive a price per share (in the same form, i.e., the same
combination of cash and securities) at least equal to (a) the highest per-share
price paid by the interested shareholder during the two years preceding the
first public announcement of the proposed business combination or in the
transaction in which the interested shareholder became an interested
shareholder, or (b) the fair market value per share on those dates.
The Company's Charter provides that amendment or repeal of the fairness
provision requires the affirmative vote of the holders of at least eighty
percent (80%) of the Stock. Other provisions of the Company's Charter may be
amended or repealed by the affirmative vote of the holders of at least
two-thirds ( 2/3) of the Stock.
The foregoing is only a summary of certain significant conditions of the
fairness provision. Reference is hereby made to Article VIII of the Company's
Charter which contains the full text of the fairness provision.
13
<PAGE> 15
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Company's Common Stock is The Bank
of New York. The Bank of New York, also Indenture Trustee and Mortgage Trustee,
extends credit to the Company, along with other banks, under revolving credit
agreements. From time to time the Company has entered into contracts with The
Bank of New York for the sale, on a recourse basis, of certain non-utility
accounts receivable. The Bank of New York also serves as transfer agent and
registrar for the Company's Preferred Stock.
PLAN OF DISTRIBUTION
The Company may sell any series of the Unsecured Notes in any of three
ways: (i) through underwriters or dealers; (ii) directly to one or more
purchasers; or (iii) through agents designated by the Company. The applicable
Prospectus Supplement will set forth the terms of the offering of any Offered
Securities, including the names of any underwriters or agents, the purchase
price of such Offered Securities and the proceeds to the Company from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price, any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
such Offered Securities may be listed.
If underwriters are used in the sale, Offered Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Such Offered
Securities may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters, or directly by one or more
underwriters without a syndicate. Unless otherwise set forth in the applicable
Prospectus Supplement, the obligations of the underwriters to purchase such
Offered Securities will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all of such Offered Securities if any
of such Offered Securities are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
Unsecured Notes may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of Unsecured Notes will be named, and any commissions payable by the
Company to such agent will be set forth in the applicable Prospectus Supplement.
Unless otherwise indicated in the applicable Prospectus Supplement, any such
agent will act on a best efforts basis for the period of its appointment.
Any underwriters, dealers or agents participating in the distribution of
Unsecured Notes may be deemed to be underwriters and any discounts or
commissions received by them on the sale or resale of Unsecured Notes may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933, as amended (the "Securities Act"). Agents and underwriters may be entitled
under agreements entered into with the Company to indemnification by the Company
against certain liabilities, including certain liabilities under the Securities
Act or to contribution with respect to payments that the agents or underwriters
may be required to make in respect thereof. Agents and underwriters may be
customers of, engage in transactions with, or perform services for, the Company
or its affiliates in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the legality of the securities
offered hereby will be passed upon for the Company by John K. Keane, Jr., Esq.
Mr. Keane, Senior Vice President and General Counsel for the Company, is
regularly employed by the Company and owns 13,333 shares of the Company's Common
Stock as of December 30, 1996. The legality of any Offered Securities will be
passed upon for agents, underwriters or dealers by Winthrop, Stimson, Putnam &
Roberts, New York, N.Y.
EXPERTS
The financial statements and schedules included (incorporated by reference)
in the Company's most recent Annual Report on Form 10-K, which are incorporated
herein by reference, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
so incorporated herein in reliance upon the authority of said firm as experts in
giving said reports.
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<PAGE> 16
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR
A SOLICITATION OF AN OFFER TO BUY, BY ANY UNDERWRITER IN ANY STATE IN WHICH IT
IS UNLAWFUL FOR SUCH UNDERWRITER TO MAKE SUCH AN OFFER OR SOLICITATION. EXCEPT
AS OTHERWISE INDICATED BY THE CONTEXT, THIS PROSPECTUS SPEAKS AS OF ITS DATE AND
DOES NOT PURPORT TO REFLECT ANY CHANGES WHICH MAY HAVE OCCURRED IN THE AFFAIRS
OF THE COMPANY THEREAFTER.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 5
Ratio of Earnings to Fixed Charges.... 5
Description of the Unsecured Notes.... 5
Common Stock Dividends and
Price Range......................... 12
Description of the Additional Common
Stock............................... 12
Plan of Distribution.................. 14
Legal Opinions........................ 14
Experts............................... 14
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
$250,000,000
WASHINGTON GAS LIGHT COMPANY
UNSECURED NOTES
------------------------
PROSPECTUS
------------------------
DATED JANUARY , 1997
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
ITEM AMOUNT
------------------------------------------------------------------ --------
<S> <C>
Registration Fee................................................. $ 58,485
*Printing......................................................... 8,000
*Trustee Fees..................................................... 8,000
*Legal Fees and Expenses.......................................... 40,000
*Accounting Fees.................................................. 25,000
*Rating Agency Fees............................................... 106,625
*Other............................................................ 5,000
--------
Total................................................... $251,110
========
</TABLE>
-----------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS, OFFICERS AND GENERAL COUNSEL.
On June 27, 1973, the Board of Directors adopted a change in the Bylaws of
the Company to include indemnification of an officer or director in order to
indemnify each against expenses, judgments, fines or amounts paid in settlement
in the case of actions, suits or proceedings (but expenses only in the case of a
suit by or in the right of the Company) by reason of being a director or
officer, if action was taken in good faith and in a manner reasonably believed
to be in or not opposed to the best interest of 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 liability of officers, directors and the general
counsel.
ITEM 16. EXHIBITS.
Exhibits filed herewith:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
- ----------- ---------------------------------------------------------------------------------
<S> <C>
1 -- Form(s) of Underwriting Agreement (to be filed at a later date).
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.
25 -- Statement of Eligibility and Qualification of the Trustee for the Unsecured Notes
on Form T-1.
</TABLE>
II-1
<PAGE> 18
Exhibits incorporated herein by reference:
<TABLE>
<CAPTION>
EXHIBIT
EXHIBIT NO. DESCRIPTION OF EXHIBIT REGISTRATION STATEMENT NO. OR OTHER FILING NO.
- ----------- ----------------------------- ------------------------------------------- -------
<C> <S> <C> <C>
3.1 Charter of the Company Form 10-K for the year 1990, File No.
1-1483..................................... 3
3.2 Bylaws of the Company Form 10-K for the year 1996, File No.
1-1483..................................... 3
4.1 Indenture dated Sept. 1, 1991 Form 8-K dated September 9, 1991 in File
between the Company and No. 1-1483................................. 4
The Bank of New York
4.2 Supplemental Indenture to Form 8-K dated September 1, 1993 in File
Indenture dated Sept. 1, 1991 No. 1-1483................................. 4
between the Company and
The Bank of New York
4.3 Form of Indenture for the Form 8-K dated September 19, 1991 in file
Unsecured Notes No. 1-1483................................. 4.1
4.4 Form of Unsecured Notes Form 8-K dated September 19, 1991 in File
No. 1-1483................................. 4.2/4.3
12 Computation of Ratio of Form 10-K for the year 1996, File No.
Earnings to Fixed Charges 1-1483..................................... 12
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement, including (but not limited to) any addition or deletion of a
managing underwriter (other than as provided in the instruction to Item
512(a)(1) of Regulation S-K);
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant 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
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
of any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the 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 any employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this
II-2
<PAGE> 19
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.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above 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 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.
II-3
<PAGE> 20
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 on 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 30th day of
December, 1996.
WASHINGTON GAS LIGHT COMPANY
By /s/ 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 and on the dates indicated.
<TABLE>
<CAPTION>
NAMES TITLE DATE
- ---------------------------------------- ------------------------------ ------------------
<C> <S> <C>
PATRICK J. MAHER* Chairman of the Board and December 30, 1996
- ---------------------------------------- Chief Executive Officer and
(PATRICK J. MAHER) Director
JAMES H. DEGRAFFENREIDT, JR.* President and Chief Operating December 30, 1996
- ---------------------------------------- Officer and Director
(JAMES H. DEGRAFFENREIDT, JR.)
/s/ FREDERIC M. KLINE Vice President and Treasurer December 30, 1996
- ---------------------------------------- (Principal Financial
(FREDERIC M. KLINE) Officer)
ROBERT E. TUORINIEMI* Controller December 30, 1996
- ---------------------------------------- (Principal Accounting
(ROBERT E. TUORINIEMI) Officer)
MICHAEL D. BARNES* Director December 30, 1996
- ----------------------------------------
(MICHAEL D. BARNES)
FRED J. BRINKMAN* Director December 30, 1996
- ----------------------------------------
(FRED J. BRINKMAN)
DANIEL J. CALLAHAN, III* Director December 30, 1996
- ----------------------------------------
(DANIEL J. CALLAHAN, III)
ORLANDO W. DARDEN* Director December 30, 1996
- ----------------------------------------
(ORLANDO W. DARDEN)
MELVYN J. ESTRIN* Director December 30, 1996
- ----------------------------------------
(MELVYN J. ESTRIN)
KAREN HASTIE WILLIAMS* Director December 30, 1996
- ----------------------------------------
(KAREN HASTIE WILLIAMS)
STEPHEN G. YEONAS* Director December 30, 1996
- ----------------------------------------
(STEPHEN G. YEONAS)
*By /s/ FREDERIC M. KLINE December 30, 1996
- ----------------------------------------
(FREDERIC M. KLINE,
ATTORNEY-IN-FACT)
</TABLE>
II-4
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ -------------------------------------------------------------------------- ------
<C> <S> <C> <C>
1 -- Form(s) of Underwriting Agreement (to be filed at a later date)...........
5 -- Opinion of John K. Keane, Jr., Esquire, re Legality.......................
3.1 -- Charter of the Company (Incorporated by reference to Form 10-K for the
year 1990, File No. 1-1483)...............................................
3.2 -- Bylaws of the Company (Incorporated by reference to Form 10-K for the year
1996, File No. 1-1483)....................................................
4.1 -- Indenture dated Sept. 1, 1991 between the Company and The Bank of New York
(Incorporated by reference to Form 8-K dated September 9, 1991 in File No.
1-1483)...................................................................
4.2 -- Supplemental Indenture to Indenture dated Sept. 1, 1991 between the
Company and The Bank of New York (Incorporated by reference to Form 8-K
dated September 1, 1993 in File No. 1-1483)...............................
4.3 -- Form of Indenture for the Unsecured Notes (Incorporated by reference to
Form 8-K dated September 19, 1991 in File No. 1-1483).....................
4.4 -- Form of Unsecured Notes (Incorporated by reference to Form 8-K dated
September 19, 1991 in File No. 1-1483)....................................
12 -- Computation of Ratio of Earnings to Fixed Charges (Incorporated by
reference to Form 10-K for the year 1996, File No. 1-1483)................
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.........................
25 -- Statement of Eligibility and Qualification of the Trustee for the
Unsecured Notes on Form T-1...............................................
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5
December 30, 1996
Securities and Exchange Commission
450 -- 5th Street, NW
Washington, D.C. 20549
Gentlemen:
As Senior Vice President and General Counsel of Washington Gas Light
Company ("Company"), I submit this opinion of counsel in connection with the
Registration Statement on Form S-3 ("Registration Statement") for registration
of $193,000,000 of the Company's Securities.
Based upon my review and knowledge of applicable regulatory and corporate
action authorizing issuance of the Securities, it is my opinion that the
Securities will, when sold as contemplated by the Registration Statement, be
legally issued, fully paid, non-assessable and to the extent the Securities are
debt securities, binding obligations of the Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me under the caption "Legal
Opinions" in the prospectus included in the Registration Statement. In giving my
consent, I do not thereby admit that I am within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.
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 28,
1996 included (or incorporated by reference) in Washington Gas Light Company's
Form 10-K for the year ended September 30, 1996 and to all references to our
Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
December 30, 1996
<PAGE> 1
EXHIBIT 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., Frederic
M. Kline and John K. Keane, Jr., or any of them, as attorneys-in-fact to execute
in their respective names, and to file a Registration Statement under the
Securities Act of 1933 for the registration of $250,000,000 principal amount of
Washington Gas Light Company debt securities, and to execute and file all
amendments and post-effective amendments to the Registration Statement.
WASHINGTON GAS LIGHT COMPANY
Date: December 18, 1996 By JAMES H. DEGRAFFENREIDT, JR.
------------------------------------
(JAMES H. DEGRAFFENREIDT, JR.
PRESIDENT AND CHIEF OPERATING
OFFICER AND DIRECTOR)
<TABLE>
<CAPTION>
NAMES TITLE DATE
- ---------------------------------------- ------------------------------ ------------------
<C> <S> <C>
PATRICK J. MAHER Chairman of the Board and December 18, 1996
- ---------------------------------------- Chief Executive Officer and
(PATRICK J. MAHER) Director
JAMES H. DEGRAFFENREIDT, JR. President and Chief Operating December 18, 1996
- ---------------------------------------- Officer and Director
(JAMES H. DEGRAFFENREIDT, JR.)
FREDERIC M. KLINE Vice President and Treasurer December 18, 1996
- ---------------------------------------- (Principal Financial
(FREDERIC M. KLINE) Officer)
ROBERT E. TUORINIEMI Controller December 18, 1996
- ---------------------------------------- (Principal Accounting
(ROBERT E. TUORINIEMI) Officer)
MICHAEL D. BARNES Director December 18, 1996
- ----------------------------------------
(MICHAEL D. BARNES)
FRED J. BRINKMAN Director December 18, 1996
- ----------------------------------------
(FRED J. BRINKMAN)
DANIEL J. CALLAHAN, III Director December 18, 1996
- ----------------------------------------
(DANIEL J. CALLAHAN, III)
ORLANDO W. DARDEN Director December 18, 1996
- ----------------------------------------
(ORLANDO W. DARDEN)
MELVYN J. ESTRIN Director December 18, 1996
- ----------------------------------------
(MELVYN J. ESTRIN)
KAREN HASTIE WILLIAMS Director December 18, 1996
- ----------------------------------------
(KAREN HASTIE WILLIAMS)
STEPHEN G. YEONAS Director December 18, 1996
- ----------------------------------------
(STEPHEN G. YEONAS)
</TABLE>
<PAGE> 2
CERTIFIED BOARD RESOLUTIONS
I, Douglas V. Pope, Secretary of Washington Gas Light Company ("Company"),
hereby certify that the following resolutions were adopted by the Company's
Board of Directors on December 18, 1996:
RESOLVED, That the form, terms and provisions of the proposed
registration statement on Form S-3 ("Registration Statement"), including a
prospectus, relating to the registration by Washington Gas Light Company
("Company") under the Securities Act of 1933, as amended (the "Act"), of
$250,000,000 principal amount of Debt Securities ("Debt Securities"), a
draft of which was presented to this meeting, are approved in all respects;
and that the Chairman of the Board and Chief Executive Officer; the
President and Chief Operating Officer; the Senior Vice President and
General Counsel; 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 the Registration
Statement substantially in the form of the draft presented to this meeting,
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 approve any supplement to the prospectus therein contained,
as they, with the advice of counsel, may deem necessary or advisable; 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., Frederic M. Kline and Robert E. Tuoriniemi, and
each of them individually, as attorneys-in-fact (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.
<PAGE> 1
EXHIBIT 25
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
-----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
-----------------------
WASHINGTON GAS LIGHT COMPANY
(Exact name of obligor as specified in its charter)
District of Columbia and Virginia 53-0162882
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1100 H Street, N.W.
Washington, D.C. 20080
(Address of principal executive offices) (Zip code)
----------------------
Unsecured Notes
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None. (See Note on page 3.)
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE
24 OF THE COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
-2-
<PAGE> 3
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 27th day of December, 1996.
THE BANK OF NEW YORK
By: /s/ PAUL J. SCHMALZEL
-----------------------------
Name: Paul J. Schmalzel
Title: Assistant Treasurer
<PAGE> 5
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the
Federal Reserve System, at the close of business September 30, 1996, published
in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 4,404,522
Interest-bearing balances .......... 732,833
Securities:
Held-to-maturity securities ........ 789,964
Available-for-sale securities ...... 2,005,509
Federal funds sold in domestic offices of the bank:
Federal funds sold ................... 3,364,838
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................28,728,602
LESS: Allowance for loan and
lease losses ..............584,525
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 28,143,648
Assets held in trading accounts ...... 1,004,242
Premises and fixed assets (including
capitalized leases) ................ 605,668
Other real estate owned .............. 41,238
Investments in unconsolidated
subsidiaries and associated
companies .......................... 205,031
Customers' liability to this bank on
acceptances outstanding ............ 949,154
Intangible assets .................... 490,524
Other assets ......................... 1,305,839
-----------
Total assets ......................... $44,043,010
===========
LIABILITIES
Deposits:
In domestic offices ................ $20,441,318
Noninterest-bearing .......8,158,472
Interest-bearing .........12,282,846
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 11,710,903
Noninterest-bearing ..........46,182
Interest-bearing .........11,664,721
Federal funds purchased in
domestic offices of the
bank:
Federal funds purchased ............ 1,565,288
Demand notes issued to the U.S.
Treasury ........................... 293,186
Trading liabilities .................. 826,856
Other borrowed money:
With original maturity of one year
or less .......................... 2,103,443
With original maturity of more than
one year ......................... 20,766
Bank's liability on acceptances exe-
cuted and outstanding .............. 951,116
Subordinated notes and debentures .... 1,020,400
Other liabilities .................... 1,522,884
-----------
Total liabilities .................... 40,456,160
-----------
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 2,129,376
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 2,073)
Cumulative foreign currency transla-
tion adjustments .................. ( 8,403)
-----------
Total equity capital ................ 3,586,850
-----------
Total liabilities and equity
capital ........................... $44,043,010
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
-
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
-
<PAGE> 6
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------
WASHINGTON GAS LIGHT COMPANY
(Exact name of obligor as specified in its charter)
District of Columbia and Virginia 53-0162882
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1100 H Street, N.W.
Washington, D.C. 20080
(Address of principal executive offices) (Zip code)
----------------------
Unsecured Notes
(Title of the indenture securities)
================================================================================
<PAGE> 7
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None. (See Note on page 3.)
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE
24 OF THE COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
-2-
<PAGE> 8
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
-3-
<PAGE> 9
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 27th day of December, 1996.
THE BANK OF NEW YORK
By: /S/PAUL J. SCHMALZEL
----------------------------
Name: PAUL J. SCHMALZEL
Title: ASSISTANT TREASURER
-4-
<PAGE> 10
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the
Federal Reserve System, at the close of business September 30, 1996, published
in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 4,404,522
Interest-bearing balances .......... 732,833
Securities:
Held-to-maturity securities ........ 789,964
Available-for-sale securities ...... 2,005,509
Federal funds sold in domestic offices of the bank:
Federal funds sold ................... 3,364,838
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................28,728,602
LESS: Allowance for loan and
lease losses ..............584,525
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 28,143,648
Assets held in trading accounts ...... 1,004,242
Premises and fixed assets (including
capitalized leases) ................ 605,668
Other real estate owned .............. 41,238
Investments in unconsolidated
subsidiaries and associated
companies .......................... 205,031
Customers' liability to this bank on
acceptances outstanding ............ 949,154
Intangible assets .................... 490,524
Other assets ......................... 1,305,839
-----------
Total assets ......................... $44,043,010
===========
LIABILITIES
Deposits:
In domestic offices ................ $20,441,318
Noninterest-bearing .......8,158,472
Interest-bearing .........12,282,846
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 11,710,903
Noninterest-bearing ..........46,182
Interest-bearing .........11,664,721
Federal funds purchased in
domestic offices of the
bank:
Federal funds purchased ............ 1,565,288
Demand notes issued to the U.S.
Treasury ........................... 293,186
Trading liabilities .................. 826,856
Other borrowed money:
With original maturity of one year
or less .......................... 2,103,443
With original maturity of more than
one year ......................... 20,766
Bank's liability on acceptances exe-
cuted and outstanding .............. 951,116
Subordinated notes and debentures .... 1,020,400
Other liabilities .................... 1,522,884
-----------
Total liabilities .................... 40,456,160
-----------
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 2,129,376
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 2,073)
Cumulative foreign currency transla-
tion adjustments .................. ( 8,403)
-----------
Total equity capital ................ 3,586,850
-----------
Total liabilities and equity
capital ........................... $44,043,010
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
-
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
-
<PAGE> 11
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATION S-T
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
---------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------
WASHINGTON GAS LIGHT COMPANY
(Exact name of obligor as specified in its charter)
District of Columbia and Virginia 53-0162882
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1100 H Street, N.W.
Washington, D.C. 20080
(Address of principal executive offices) (Zip code)
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Unsecured Notes
(Title of the indenture securities)
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<PAGE> 12
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Name Address
- ------------------------------------------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None. (See Note on page 3.)
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND RULE
24 OF THE COMMISSION'S RULES OF PRACTICE.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
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<PAGE> 13
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
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<PAGE> 14
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 27th day of December, 1996.
THE BANK OF NEW YORK
By: /S/PAUL J. SCHMALZEL
-----------------------------
Name: PAUL J. SCHMALZEL
Title: ASSISTANT TREASURER
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<PAGE> 15
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the
Federal Reserve System, at the close of business September 30, 1996, published
in accordance with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 4,404,522
Interest-bearing balances .......... 732,833
Securities:
Held-to-maturity securities ........ 789,964
Available-for-sale securities ...... 2,005,509
Federal funds sold in domestic offices of the bank:
Federal funds sold ................... 3,364,838
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................28,728,602
LESS: Allowance for loan and
lease losses ..............584,525
LESS: Allocated transfer risk
reserve........................429
Loans and leases, net of unearned
income, allowance, and reserve 28,143,648
Assets held in trading accounts ...... 1,004,242
Premises and fixed assets (including
capitalized leases) ................ 605,668
Other real estate owned .............. 41,238
Investments in unconsolidated
subsidiaries and associated
companies .......................... 205,031
Customers' liability to this bank on
acceptances outstanding ............ 949,154
Intangible assets .................... 490,524
Other assets ......................... 1,305,839
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Total assets ......................... $44,043,010
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LIABILITIES
Deposits:
In domestic offices ................ $20,441,318
Noninterest-bearing .......8,158,472
Interest-bearing .........12,282,846
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 11,710,903
Noninterest-bearing ..........46,182
Interest-bearing .........11,664,721
Federal funds purchased in
domestic offices of the
bank:
Federal funds purchased ............ 1,565,288
Demand notes issued to the U.S.
Treasury ........................... 293,186
Trading liabilities .................. 826,856
Other borrowed money:
With original maturity of one year
or less .......................... 2,103,443
With original maturity of more than
one year ......................... 20,766
Bank's liability on acceptances exe-
cuted and outstanding .............. 951,116
Subordinated notes and debentures .... 1,020,400
Other liabilities .................... 1,522,884
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Total liabilities .................... 40,456,160
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EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 2,129,376
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 2,073)
Cumulative foreign currency transla-
tion adjustments .................. ( 8,403)
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Total equity capital ................ 3,586,850
-----------
Total liabilities and equity
capital ........................... $44,043,010
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</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
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J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith |
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