<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WASHINGTON GAS LIGHT COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
WASHINGTON GAS LIGHT COMPANY
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registrations statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
WASHINGTON GAS LIGHT COMPANY
1100 H STREET, N.W.
WASHINGTON, D.C. 20080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of stockholders of Washington Gas Light Company will be
held at the Capital Hilton Hotel, 16th and K Streets, N.W., Washington, D.C.
20036, on Wednesday, February 21, 1996, at 10:00 a.m. for the following
purposes, as more fully set forth in the annexed Proxy Statement:
(1) To elect directors for the ensuing year.
(2) To ratify the appointment of independent public accountants for
1996.
(3) To approve the Directors' Stock Compensation Plan and to authorize
the issuance of up to 40,000 shares of Common Stock under the Plan.
(4) To consider and take action with respect to a stockholder proposal
relating to cumulative voting, if such proposal is brought before the
meeting.
(5) To transact any other business properly brought before the meeting
or any adjournment thereof.
Each holder of Common Stock and of Serial Preferred Stock, $4.25 Series;
$5.00 Series; $4.80 Series; $4.60 Convertible Series; and $4.36 Convertible
Series is entitled to one vote for each share of such stock standing in the name
of such holder on the records of the Company at the close of business on January
2, 1996.
By order of the Board of Directors,
Douglas V. Pope
Secretary
January 19, 1996
------------------
IMPORTANT NOTICE -- ADMISSION PROCEDURES
ADMISSION TO THIS YEAR'S MEETING WILL BE LIMITED TO PERSONS WHO (I) ARE
LISTED ON THE COMPANY'S RECORDS AS SHAREHOLDERS AS OF JANUARY 2, 1996 (THE
"RECORD DATE"), OR (II) BRING A STATEMENT TO THE MEETING SHOWING THEIR
BENEFICIAL OWNERSHIP OF COMPANY STOCK THROUGH A BROKER, A BANK OR OTHER
INSTITUTION AS OF THE RECORD DATE.
<PAGE> 3
WASHINGTON GAS LIGHT COMPANY
1100 H STREET, N.W.
WASHINGTON, D.C. 20080
January 19, 1996
PROXY STATEMENT
To the Stockholders:
This Proxy Statement is furnished in connection with a solicitation of
proxies by the Board of Directors of Washington Gas Light Company (Company) to
be used at the annual meeting of stockholders of the Company to be held on
Wednesday, February 21, 1996, and at any adjournment thereof. The meeting will
be held at the Capital Hilton Hotel, 16th and K Streets, N.W., Washington, D.C.
at 10:00 a.m. If the enclosed proxy card is executed and returned, it will be
voted in the manner directed, but if not otherwise marked, proxies will be voted
"FOR" proposals (1), (2) and (3) and "AGAINST" proposal (4). The proxy may be
revoked at any time by notice to the Company or by execution of a later proxy
card, to the extent that it has not been exercised.
Each holder of Common Stock and of Serial Preferred Stock, $4.25 Series;
$5.00 Series; $4.80 Series; $4.60 Convertible Series; and $4.36 Convertible
Series is entitled to one vote for each share of such stock standing in the name
of such holder on the records of the Company at the close of business on January
2, 1996. Outstanding voting securities as of January 2, 1996, consisted of:
43,254,329 shares of Common Stock; 70,600 shares of Serial Preferred Stock,
$4.25 Series; 60,000 shares of Serial Preferred Stock, $5.00 Series; 150,000
shares of Serial Preferred Stock, $4.80 Series; 635 shares of Serial Preferred
Stock, $4.60 Convertible Series; and 2,341 shares of Serial Preferred Stock,
$4.36 Convertible Series. Total outstanding voting securities as of January 2,
1996 were 43,537,905 shares. The matters to be voted upon at the annual meeting
are described in this Proxy Statement.
With respect to the election of Directors, the nine nominees receiving the
greatest number of votes shall be elected. With respect to the stockholder
proposal, a majority of shares voting on the proposal is required for approval.
Abstentions and broker non-votes will not be counted either for or against
matters submitted for vote by the stockholders.
1
<PAGE> 4
(1) ELECTION OF DIRECTORS
At the meeting, nine directors (constituting the entire Board of Directors)
are to be elected to hold office for the ensuing year.
Mr. Sheldon W. Fantle, a member of the Board of Directors since 1984, has
reached the age of mandatory retirement from the Board of Directors and is no
longer eligible to stand for re-election. The Board of Directors has adopted a
Bylaw provision reducing the number of directors from ten to nine effective with
the election of Directors at this annual meeting of stockholders.
It is the intention of the persons named in the enclosed proxy card to vote
such proxy for the election of the nominees named below, all of whom are now
serving as directors, unless such authority is withheld. The Company does not
contemplate that any of such nominees will become unavailable for any reason,
but if that should occur before the meeting, proxies will be voted for another
nominee, or other nominees, to be selected by the Board of Directors.
<TABLE>
<S> <C>
MICHAEL D. BARNES, age 52, is a partner in the Washington, D.C.
PHOTO law firm of Hogan & Hartson. Mr. Barnes was previously a partner
in the law firm of Arent, Fox, Kintner, Plotkin & Kahn
(1987-1993). Mr. Barnes was United States Representative from
Maryland's 8th Congressional District from 1979 to 1987. He was
Commissioner of the Maryland Public Service Commission and Vice
Chairman of the Washington Metropolitan Area Transit Commission
from 1975 to 1978. Mr. Barnes is a graduate of the University of
North Carolina and the George Washington University National Law
Center, where he received his law degree with honors. Mr. Barnes
is active in several civic and business groups, including the
Center for National Policy, the University of Maryland
Foundation, the International Human Rights Law Group, and the
Council on Foreign Relations. Mr. Barnes has been a Director of
Washington Gas Light Company since 1991.
FRED J. BRINKMAN, age 67, retired in 1991 as a Senior Partner
PHOTO with the firm of Arthur Andersen & Co., independent public
accountants (Arthur Andersen & Co. is now Arthur Andersen LLP).
From 1981-1989, Mr. Brinkman was Area Managing Partner for the
Asia-Pacific Area and Managing Partner of the Washington, D.C.
office of Arthur Andersen & Co. From 1989 to June 1991, at which
time he retired, he was Senior Partner consulting on global
initiatives of Arthur Andersen & Co. From 1991 to present, he has
engaged in consulting. Mr. Brinkman is a member of several
professional and civic organizations, including the American
Institute of CPA's, the Boards of Directors of SHARE, Inc. and of
the Academy of Economic Education, and Special Olympics
International. Mr. Brinkman also serves on the Boards of Charles
E. Smith Residential Realty, Inc. and Figgie International, Inc.
Mr. Brinkman has been a Director of Washington Gas Light Company
since 1992.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C>
DANIEL J. CALLAHAN, III, age 63, retired in 1995 as Chairman and
PHOTO Chief Executive Officer of USLICO Corporation, an insurance
holding company, a position he held since 1992. Mr. Callahan was
previously Vice Chairman of American Security Bank (1991-1992)
and served as President of MNC Financial Inc. (1987-1991) and
Chairman of the Board and Chief Executive Officer of American
Security Corporation and American Security Bank, N.A. from
1985-1991. Mr. Callahan also is a Director of FoxMeyer Drug
Corporation, ReliaStar Financial Corporation and is on the
Advisory Board of Washington Mutual Investors Fund, and of
Ferris, Baker, Watts, Inc. Mr. Callahan is on the Atlantic
Council, the Federal City Council and is a former Chairman of the
Greater Washington Research Center. He has been a Director of
Washington Gas Light Company since 1989.
ORLANDO W. DARDEN, age 65, is President of OWD Enterprises Inc, a
PHOTO real estate investment firm and is a partner in several real
estate limited partnerships. He is a graduate of Howard
University. Mr. Darden founded and was President and Chief
Executive Officer of Community Federal Savings and Loan
Association of Washington, D.C., from 1974 to 1981. He has served
as Director of the Pennsylvania Avenue Development Corporation
(PADC). He also was a trustee and Chairman of the Investment
Committee of the District of Columbia Retirement Board. He is a
member of the Executive Committee and the Board of Trustees of
the Consortium of Universities of the Washington Metropolitan
Area and he is also a member of The Greater Washington Board of
Trade. He has been a Director of Washington Gas Light Company
since 1979 and serves as Chairman of the Audit Review Committee.
JAMES H. DEGRAFFENREIDT, JR., age 42, is President and Chief
PHOTO Operating Officer of the Company. Mr. DeGraffenreidt joined the
Company in 1986 as managing attorney, and was promoted to senior
managing attorney in 1988, and then Vice President of Rates and
Regulatory Affairs in 1991. He was elected Senior Vice President
in May 1993 and was elected President and Chief Operating Officer
effective December 1, 1994. Prior to joining Washington Gas Mr.
DeGraffenreidt was a partner with a Washington, D.C. law firm
where he specialized in public utilities, telecommunications and
public finance. Previous to that, he was assistant people's
counsel in the Maryland Office of People's Counsel. Mr.
DeGraffenreidt earned his Juris Doctor and Master of Business
Administration degrees from Columbia University and his Bachelor
of Arts degree from Yale College. He is admitted to the District
of Columbia Bar and the Maryland Bar, and is a member of the
Washington Bar Association and the National Bar Association. He
has been a member of the Board of Directors of the Company since
1994.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C>
MELVYN J. ESTRIN, age 53, is Chairman of the Board and Chief
PHOTO Executive Officer of FoxMeyer Health Corporation (formerly
National Intergroup, Inc.), a diversified holding company
involved in steel production, drug wholesaling and the retail
chain store business. He is also Chairman and Chief Executive
Officer of Ben Franklin Retail Stores, a retail craft store
chain. Mr. Estrin is also Chairman of the Board and Chief
Executive Officer of Human Service Group, Inc. (1983-present) and
is President and a director of HSG Acquisition Co.
(1986-present), both of which are private management and
investment firms. Mr. Estrin is a Trustee of the University of
Pennsylvania and is active with several charitable organizations,
including serving as a Director of The National Council for the
Performing Arts and the Endowment Board of the Kennedy Center.
Mr. Estrin is a member of The Washington Board of Trade, The
Economic Club of Washington and The Business Roundtable. He is a
former Commissioner of the National Capital Park and Planning
Commission. Mr. Estrin is a graduate of the University of
Pennsylvania's Wharton School of Finance. Mr. Estrin is a
director of FoxMeyer Health Corporation.; FoxMeyer Drug
Corporation; Ben Franklin Retail Stores, UroHealth Systems, Inc.
Phar-Mor Inc., FWB Bancorp, and has been a Director of Washington
Gas Light Company since 1991.
PATRICK J. MAHER, age 59, is Chairman of the Board and Chief
PHOTO Executive Officer of the Company. Mr. Maher joined the Company in
1974 as Vice President and Chief Financial Officer and was
elected Executive Vice President--Finance and Administration in
1980. He was President of the Company from October 1987 to
November 1992, and he has been Chief Executive Officer since
February 1992 and Chairman of the Board since November 1992. Mr.
Maher is active in several industry and business groups,
including the American Gas Association, where he is a member of
the Board of Directors. Mr. Maher serves on the Boards of
Directors of the Institute of Gas Technology, the Greater
Washington Research Center, the Greater Washington Board of
Trade, the Corporation Against Drug Abuse and Public Utilities
Reports, Inc. He is a member of the National Petroleum Council
and a Trustee of the Federal City Council. Mr. Maher is on the
Board of Directors of Crestar Financial Corporation, AEGIS
Insurance Services, Inc. and has been a Director of Washington
Gas Light Company since 1988.
KAREN HASTIE WILLIAMS, age 51, is a Partner with the Washington,
PHOTO D.C. law firm of Crowell & Moring, where she specializes in
public contract law. Prior to joining Crowell & Moring, Ms.
Williams served as Administrator for the Office of Federal
Procurement Policy at the Office of Management and Budget
(1980-81) and she was Chief Counsel of the Senate Committee on
the Budget (1977-1980). Ms. Williams is a member of many
professional and civic organizations, including serving as Chair
of the American Bar Association Section of Public Contract Law.
Ms. Williams is a Director of Crestar Financial Corporation, the
Federal National Mortgage Association, Continental Airlines
Company and SunAmerica, Inc. Ms. Williams has been a director of
Washington Gas Light Company since 1992.
</TABLE>
4
<PAGE> 7
<TABLE>
<S> <C>
STEPHEN G. YEONAS, age 70, is President of the Stephen G. Yeonas
PHOTO Company, a real estate investment and development firm. He is a
graduate of the American University and the Catholic University
of America (Columbus School of Law). In 1946 he founded and
served as President (1946-1973) of the Yeonas Company, the
largest builder of new homes in the Washington metropolitan area
for many years. Mr. Yeonas has been the recipient of numerous
professional and civic awards, including American University's
Alumni Recognition Award, Catholic University's 1980 Alumni Award
for outstanding achievements in the fields of business and
finance, Man of the Year Award by the Home Builders Association
of Metropolitan Washington, Marketing Man of the Year by the
American Marketing Association (Washington Chapter), Virginia
Realtor of the Year, the Citizenship of the Year Award (by the
American Legion), Member, Northern Virginia Board of Realtors
Hall of Fame, Member Home Builders Association of Virginia Hall
of Fame and Member, National Association of Home Builders Hall of
Fame. Mr. Yeonas also serves on the Board of Directors of
Washington Mutual Investors Fund. He has been a Director of
Washington Gas Light Company since 1964 and serves as Chairman of
the Nominating Committee.
</TABLE>
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
(INFORMATION ON COMMITTEE MEMBERSHIP IS FOR FISCAL YEAR 1995)
The Board has established four standing committees:
The Executive Committee members are: Patrick J. Maher (Chairman), Orlando
W. Darden, Sheldon W. Fantle (who retires from the Board effective February 21,
1996) and Stephen G. Yeonas. There are three alternate members: Michael D.
Barnes, Daniel J. Callahan, III and Melvyn J. Estrin. This committee may
exercise all of the authority of the Board of Directors when the Board is not in
session. This committee did not meet during the fiscal year which ended
September 30, 1995 (fiscal year 1995).
The Audit Review Committee members are: Orlando W. Darden (Chairman),
Daniel J. Callahan, III, Sheldon W. Fantle, and Stephen G. Yeonas. Functions of
the Audit Review Committee include recommending the independent public
accountants to be engaged by the Company, reviewing with the independent public
accountants the financial statements and their accompanying report and reviewing
the Company's system of internal controls and the adequacy of the internal audit
program. This committee held six meetings during fiscal year 1995.
The Nominating Committee members are: Stephen G. Yeonas (Chairman), Michael
D. Barnes, Patrick J. Maher and Karen Hastie Williams. Functions of the
Nominating Committee include maintaining a roster of persons for consideration
as members of the Board of Directors and recommending procedures for filling
vacancies on the Board of Directors. The Nominating Committee will consider
nominees recommended by stockholders; the name and resume of each such nominee
should be sent to the Chairman of the Nominating Committee. This committee held
two meetings during fiscal year 1995.
The Personnel & Compensation Committee members are: Sheldon W. Fantle
(Chairman), Fred J. Brinkman, Daniel J. Callahan, III and Melvyn J. Estrin. The
Personnel & Compensation Committee considers compensation and benefits for
directors and officers of the Company and succession planning matters. There was
one meeting of this committee during fiscal year 1995.
The Board of Directors held 11 meetings during fiscal year 1995.
---------------
5
<PAGE> 8
NON-EMPLOYEE DIRECTOR COMPENSATION
Directors who are not employees of the Company are paid an annual retainer
of $17,000 and $900 per meeting of the Board, committee of the Board and
stockholders which they attend. Directors who have served a minimum of 5 years
on the Board are eligible to receive a retirement benefit which continues for 10
years. For Directors who have 10 years of service at the time of their
retirement from the board, the annual benefit is equal to the retainer payable
at the time of their retirement from the Board. For Directors who retire after
at least 5 years of service but fewer than 10 years of service on the Board, the
benefit is ratable (i.e., 50% of the retainer after 5 years of service, 60%
after 6 years of service, etc.).
BUSINESS RELATIONSHIPS WITH
ASSOCIATES OF DIRECTORS
The law firm of Crowell & Moring, with which Ms. Williams is a partner,
performed legal services for the Company during fiscal year 1995.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership information as of
January 2, 1996, regarding the Company's outstanding equity securities by each
director, the executive officers named in the Summary Compensation Table in this
Proxy Statement, and all directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT
AND NATURE PERCENT
OF BENEFICIAL OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP* CLASS
- ------------------------------- --------------------------------- ------------- -------
<S> <C> <C> <C>
Common Stock................... Michael D. Barnes................ 1,250 **
Common Stock................... Fred J. Brinkman................. 2,000 **
Common Stock................... Daniel J. Callahan, III.......... 6,000 **
Common Stock................... Patrick E. Clarke................ 32,104 **
Common Stock................... Orlando W. Darden................ 400 **
Common Stock................... James H. DeGraffenreidt, Jr. .... 36,705 **
Common Stock................... Melvyn J. Estrin................. 7,724 **
Common Stock................... Sheldon W. Fantle................ 19,246 **
Common Stock................... John K. Keane, Jr. .............. 15,618 **
Common Stock................... Patrick J. Maher................. 82,679 **
Common Stock................... Joseph M. Schepis................ 27,360 **
Common Stock................... Karen Hastie Williams............ 400 **
Common Stock................... Stephen G. Yeonas................ 7,795 **
All directors and executive
officers as a group:
Common Stock................................................... 312,283 **
</TABLE>
- ---------------
* All shares are directly owned by persons shown in this table except the
following shares which are owned indirectly: (i) 20,100 shares are held by
executive officers in the Company's Savings Plan for Management Employees,
(ii) 2,000 shares are owned by Mr. Callahan's wife, and Mr. Callahan
disclaims beneficial ownership of those shares, (iii) 12,400 shares are held
by Mr. Clarke's wife and mother-in-law, and (iv) 493 shares are held by two
of Mr. Maher's adult children, and Mr. Maher disclaims beneficial ownership
of those shares.
** Less than 1% of class outstanding.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------ -----------
OTHER RESTRICTED ALL
NAME AND FISCAL ANNUAL STOCK OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS(2) COMPENSATION(4)
- ------------------------------- ---- -------- -------- ------ ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Patrick J. Maher............... 1995 $365,000 $225,000 $3,064 $ 0 $6,000
Chairman of the Board and 1994 365,000 225,000 3,064 0 6,419
Chief Executive Officer 1993 335,000 160,000 2,023 665,625(3) 8,937
James H. DeGraffenreidt,Jr. ... 1995 225,000 150,000 693 221,250(3) 6,000
President and 1994 155,000 65,000 453 0 5,627
Chief Operating Officer 1993 128,333 35,000 125 199,688(3) 5,133
Joseph M. Schepis.............. 1995 145,000 90,000 647 101,406(3) 5,243
Senior Vice President and 1994 123,000 32,000 410 0 4,920
Chief Financial Officer 1993 112,917 26,000 111 77,656(3) 4,502
Patrick E. Clarke.............. 1995 166,000 65,000 1,920 0 6,000
Senior Vice President 1994 166,000 50,000 1,421 0 6,160
1993 151,250 39,000 861 210,781(3) 6,050
John K. Keane, Jr. ............ 1995 161,000 65,000 1,755 0 6,000
Senior Vice President 1994 161,000 47,000 1,691 0 6,110
and General Counsel 1993 156,000 35,000 751 122,031(3) 6,240
</TABLE>
- ---------------
(1) This column reports taxes paid by the Company on behalf of the named
executive officer relating to group term life insurance coverage with
benefits exceeding $50,000.
(2) The number and value of the aggregate restricted stock holdings (reflecting
the effect of a 2-for-1 stock split effective May 1, 1995) at the end of
fiscal year 1995 for the named executive officers was as follows: Patrick J.
Maher, 18,000 shares valued at $357,750; James H. DeGraffenreidt, Jr.,
20,700 shares valued at $411,413; Joseph M. Schepis, 8,300 shares valued at
$164,963; Patrick E. Clarke, 5,700 shares valued at $113,288, and John K.
Keane, Jr., 4,400 shares valued at $87,450.
(3) Restricted stock awards are reported at the aggregate market value on the
date of the grant. Market values per share and numbers of shares have been
restated to reflect the effect of a 2-for-1 stock split effective May 1,
1995. The fiscal year 1993 restricted stock awards shown were granted on
March 31, 1993, effective June 1, 1993. The market value on the grant date
was $22.1875 per share. The number of shares and vesting schedule for
restricted shares granted in fiscal year 1993 for the named executive
officers was as follows: Patrick J. Maher, 30,000 shares, with shares
vesting in increments of 20% on each anniversary of the effective date of
the award, except the last 20% increment which vests on April 20, 1998;
James H. DeGraffenreidt, Jr., 9,000 shares, with shares vesting in
increments of 10% on each anniversary of the effective date of the award;
Joseph M. Schepis, 3,500 shares, with shares vesting in increments of 10% on
each anniversary of the effective date of the award; Patrick E. Clarke,
9,500 shares, with shares vesting in increments of 20% on each anniversary
of the effective date of the award, except the last 20% increment which
vests on September 14, 1998, and John K. Keane, Jr., 5,500 shares, with
shares vesting in increments of 10% on each anniversary of the effective
date of the award, except the last 40% which vests on January 19, 2000. The
fiscal year 1995 restricted stock awards shown were granted on October 25,
1994, effective November 1, 1994. The market value on the grant date was
$18.4375 per share. The number of restricted shares granted in fiscal year
1995 for the named executive officers was as follows: James H.
DeGraffenreidt, Jr., 12,000 shares, and Joseph M. Schepis, 5,500 shares. The
awards to Messrs. DeGraffenreidt and Schepis vest in increments of 10% on
each anniversary of the effective date of the awards. Dividends are paid on
restricted shares from the effective date of the awards.
(4) This column reports the Company's matching contributions to the Company's
Savings Plan for Management Employees during the applicable fiscal years.
---------------
7
<PAGE> 10
The Company maintains a trusteed, noncontributory pension plan covering all
active employees and vested former employees of the Company and its utility
subsidiaries. Executive officers also participate in a nonfunded Supplemental
Executive Retirement Plan (SERP). Upon normal retirement (age 65), or at age 60
with 30 years of benefit service, each eligible participant is entitled under
the SERP to an annual benefit that is based on both years of benefit service (up
to a maximum of 30 years) and final average compensation, including any amounts
paid or deferred under the Executive Incentive Compensation Plan. Under certain
conditions, participants may elect to have a portion of their SERP benefit paid
in the form of a lump sum.
The following table shows the estimated annual single life benefits payable
under the pension plan and SERP upon normal retirement (age 65) to executive
officers in various salary and years-of-service classifications:
<TABLE>
<CAPTION>
FINAL YEARS OF BENEFIT SERVICE
AVERAGE ------------------------------------
COMPENSATION 10 20 30
------------------------------- -------- -------- --------
<S> <C> <C> <C>
$100,000....................... $ 20,000 $ 40,000 $ 60,000
200,000....................... 40,000 80,000 120,000
400,000....................... 80,000 160,000 240,000
600,000....................... 120,000 240,000 360,000
700,000....................... 140,000 280,000 420,000
750,000....................... 150,000 300,000 450,000
</TABLE>
Each of the five executive officers named above in the Summary Compensation
table has 30 years of benefit service except Mr. DeGraffenreidt, who has 13
years of benefit service. Benefits shown in the pension table are not subject to
reductions for Social Security.
---------------
8
<PAGE> 11
REPORT OF THE PERSONNEL AND COMPENSATION COMMITTEE
The Personnel and Compensation Committee of the Board of Directors (P & C
Committee) has responsibility for recommending levels of executive compensation
for consideration by the Company's Board of Directors. The objective of
executive compensation is to provide remuneration which fairly reflects
corporate performance and achievements and responsibilities of each executive
officer. Executive compensation is also intended to provide rewards and
incentive for achievement of long-term growth in shareholder value and to
attract and retain experienced corporate executives.
ELEMENTS OF EXECUTIVE COMPENSATION
The P & C Committee's philosophy is that total compensation for each of the
Company's officers should be competitive with executives having similar
experience and responsibility. This compensation should also reflect the
individual performance of each officer as well as corporate performance. To
accomplish these objectives, each officer's compensation is composed of base
salary and elements of short-term and long-term incentive compensation.
Short-term and long-term incentive compensation is "at risk," in that payment of
any such compensation depends upon performance of the individual officer and
performance of the Company as a whole.
The following is a description of these elements of each officer's
compensation.
Base Salary: The P & C Committee intends base salary levels of officers to
be set at a level somewhat below market levels for officers of similar
experience and responsibility. To reach a competitive level of total
compensation, the officer then has an opportunity to earn incentive
compensation, as described further below. This approach to determination of base
salary is seen by the P & C Committee to better align the interests of the
officers of the Company with the interests of the stockholders.
To determine competitive compensation levels, management of the Company
obtains data on executive compensation paid by other utility and non-utility
companies. Based on that information and in consideration of each officer's
responsibility and performance, the Chairman and CEO of the Company makes
specific recommendations for salary adjustments for all executive officers
except himself. The P & C Committee reviews these recommendations in
consultation with an independent advisor retained by the P & C Committee. Based
on this consultation and the data on industry compensation levels, the P & C
Committee makes a final recommendation to the full Board of Directors as to all
executive officers, including the Chairman and CEO (whose compensation is
described further below).
For fiscal year 1995 (October 1, 1994 through September 30, 1995), the P &
C Committee decided that the officers' base salaries should generally remain
unchanged from levels set in FY 1994. The only base salaries which were modified
were those of officers whose responsibilities increased and those officers
having salaries that were significantly below current market levels. This
approach was taken to generally place base salaries below overall market rates,
and to leave the opportunity for each officer to meet or exceed market
compensation through incentive pay. This practice is designed to encourage
higher levels of performance by the Company officers.
Short-Term Incentive Compensation: Short-Term incentive compensation for
executive officers is earned under the Company's Executive Incentive
Compensation Plan (EICP). Payments can only be made under the EICP if the
Company's rate of return on common stock equity exceeds a threshold amount
9
<PAGE> 12
predetermined annually by the Board of Directors. For Fiscal Year 1995, that
minimum threshold was determined to be the return on equity that results when
net income applicable to common stock is at least $52.8 million. For FY 1995,
that return on equity was 10.6%. Since the Company earned $61.6 million and
12.3% on its common equity, the threshold was exceeded, and individual awards
were allowable under the EICP.
Individual awards under the EICP are considered by the P & C Committee
annually in conjunction with base salary adjustments. The Chairman and CEO makes
recommendations to the P & C Committee for EICP awards for each executive
officer except himself. These recommendations include evaluation of the
following factors applicable to the executive officers: (i) success in meeting
established corporate and departmental goals, (ii) managing resources within
established departmental budgets, (iii) effectiveness in areas of leadership,
planning and teamwork, (iv) peer evaluations and (v) comparison of incentive
compensation in the natural gas distribution and other industries, based on data
supplied by the outside study of executive compensation. The P & C Committee
considers the amount and bases for these recommendations in consultation with
its independent advisor and makes final recommendations to the full Board of
Directors.
Long-Term Incentive Compensation: In February 1990, the stockholders of
the Company approved the adoption of a Long-Term Incentive Compensation Plan
(LTICP). The LTICP provides a long-term element of compensation for executive
officers. The plan is intended to promote achievement of long-term growth of the
Company by assisting in the recruiting and retention of key employees, including
the Executive Officers. Under the LTICP, there may be awards of Stock Options,
Restricted Stock, Stock Appreciation Rights, Performance Shares and Dividend
Units. The P & C Committee is the Administrator of the LTICP and has the
authority to grant awards under the LTICP. Specific awards are granted based
upon consideration of the individual officer's responsibility for, and
contribution toward, achievement of long-term objectives in enhancement of the
Company's shareholder value, financial stability and competitive position. To
date, awards have only been granted in the form of Restricted Stock. Awards were
made to two officers under the LTICP during FY 1995.
COMPENSATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
In October 1994, the P & C Committee decided to keep base salary unchanged
for Mr. Maher during FY 1995, reflecting an approach by the P & C Committee that
an increased percentage of the total compensation of the Chairman and CEO should
be derived from incentive compensation rather than base pay.
10
<PAGE> 13
Mr. Maher received an incentive payment under the EICP applicable to FY
1995 of $225,000, which was 62% of his base salary. EICP payments are incentive
compensation which is variable from year to year depending upon performance of
the Company compared to its industry peers and accomplishment of established
corporate objectives. Mr. Maher's incentive compensation for FY 1995 was based
on substantial corporate achievements attained in FY 1995, including (i) a
return on common equity of 12.3%; (ii) an increase in earnings to $1.45 per
share for FY 1995, compared to $1.41 for FY 1994 (both on a post-stock split
basis); (iii) improvements in market penetration; and (iv) development of
strategic plans for the Company to successfully compete in an increasingly
deregulated market.
PERSONNEL AND COMPENSATION COMMITTEE
Sheldon W. Fantle (Chairman)
Fred J. Brinkman
Daniel J. Callahan, III
Melvyn J. Estrin
---------------
11
<PAGE> 14
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly cumulative total
shareholder return on Washington Gas Light Company's Common Stock against the
cumulative total return of the Standard & Poor's 500 Stock Index and the Dow
Jones Utility Average for the period of five years commencing September 30,
1990, and ended September 30, 1995.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS*
<TABLE>
<CAPTION>
WASHINGTON DOW JONES
MEASUREMENT PERIOD GAS LIGHT STANDARD & UTILITY AVER-
(FISCAL YEAR COVERED) COMPANY POOR'S 500 AGE
<S> <C> <C> <C>
1990 100.00 100.00 100.00
1991 124.00 131.00 115.00
1992 151.00 146.00 126.00
1993 185.00 165.00 151.00
1994 155.00 171.00 117.00
1995 182.00 222.00 148.00
</TABLE>
* Assumes reinvestment of dividends daily for Standard & Poor's 500, quarterly
for the Dow Jones Utility Average and Washington Gas Light Company. This
calculation is based on $100 invested on September 30, 1990.
12
<PAGE> 15
(2) RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends that the stockholders ratify the
appointment of Arthur Andersen LLP, independent public accountants, to audit the
books, records and accounts of the Company for fiscal year 1996. The appointment
was made upon the recommendation of the Audit Review Committee, which is
composed of directors who are not officers or otherwise employees of the
Company. This firm has been similarly employed by the Company since 1949.
Representatives of Arthur Andersen LLP will be present at the annual meeting
with the opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL (2)
(3) APPROVAL OF THE DIRECTORS'
STOCK COMPENSATION PLAN
The Company proposes that the shareholders approve the Directors' Stock
Compensation Plan (the "Directors' Stock Plan"). This is a new plan that
provides that non-employee directors ("outside directors") receive part of their
retainer fees in the form of Common Stock rather than in cash. The Directors'
Stock Plan was adopted by the Board on October 25, 1995, subject to approval by
the Company's stockholders. The approval of the Directors' Stock Plan requires
the affirmative vote of the holders of a majority of the shares of Common Stock
present or represented by properly executed and delivered proxies at the
meeting.
Abstentions and Broker Shares voted as to any matter at the meeting will be
included in determining the number of votes present or represented at the
meeting with respect to determining the vote on the Directors' Stock Plan.
Broker Shares that are not voted on any matter at the meeting will not be
included in determining the number of shares present or represented at the
meeting with respect to determining the vote on the Directors' Stock Plan.
The following paragraphs summarize the principal features of the Directors'
Stock Plan. This summary is subject, in all respects, to the terms of the
Directors' Stock Plan. The Company will provide promptly upon request and
without charge, a copy of the full text of the Directors' Stock Plan to each
person to whom a copy of the proxy statement is delivered. Requests should be
directed to: Douglas V. Pope, Secretary, Washington Gas Light Company, 1100 H
St., NW, Washington, DC 20080.
SUMMARY OF DIRECTORS' STOCK PLAN
The Board believes that the Directors' Stock Plan will assist in the
recruitment and retention of Directors and will benefit the Company by promoting
a greater identity of interest between the outside directors and shareholders
through ownership of the Company's Common Stock.
The Directors' Stock Plan provides for each non-employee director to
receive $5,000 of his or her retainer fee in the form of Common Stock rather
than in cash.
No director who is an employee of the Company or one of its related
entities is eligible to participate in the Directors' Stock Plan. Effective with
the Annual Meeting, the Company's Board will consist of seven outside directors
who will be eligible to participate in the Directors' Stock Plan.
13
<PAGE> 16
The Directors' Stock Plan provides that as of each March 1 during the
ten-year term of the Plan, the Company shall issue to each eligible director
that number of whole shares of Common Stock which, when multiplied by the
average of the high and low prices per share of the Company's Common Stock on
the New York Stock Exchange on that date, shall as nearly as possible be equal
to but not exceed $5,000. The value of a fractional share, and the remainder of
the retainer fee, will be paid in cash.
If this Directors' Stock Plan is approved by the Stockholders, the first
issuance of Common Stock pursuant to the Directors' Stock Plan will occur on
March 1, 1996. The last issuance of Common Stock pursuant to the Directors'
Stock Plan will occur on March 1, 2006.
The shares of Common Stock awarded under the Directors' Stock Plan are
nonforfeitable and the participating directors will be immediately and fully
vested in Common Stock issued under the Directors' Stock Plan. Subject only to
such limitations on transfer as may be specified by applicable securities laws,
directors may sell shares issued under the Directors' Stock Plan at any time. Up
to 40,000 shares of Common Stock may be issued under the Directors' Stock Plan.
The aggregate share limitation will be adjusted to reflect stock dividends,
stock splits, consolidations or other changes in the Company's capitalization.
The Directors' Stock Plan provides that the Board may amend or terminate
the Plan. An amendment will be subject to shareholder approval if such approval
is required by law, resolution or applicable stock exchange rule, or if the
Board of Directors determines that such approval is advisable.
The following table illustrates the benefits that would have been provided
under the Directors' Stock Compensation Plan if the Plan had been in effect
during 1995.
NEW PLAN BENEFITS
DIRECTORS' STOCK COMPENSATION PLAN
<TABLE>
<CAPTION>
POSITION DOLLAR VALUE ($) NUMBER OF UNITS
- ---------------------------------------------------------- ----------------- ----------------
<S> <C> <C>
Non-Executive Directors $40,000(1) 2,013(2)
</TABLE>
- ---------------
(1) This amount represents the fair market value of the Common Stock that would
have been issued eight directors who would have been eligible to participate
in the Directors' Stock Plan. Each eligible director would have received
Common Stock with a fair market value of $5,000.
(2) The number of shares was determined using a price of $19.87 per share, which
was, the average of the high and low prices per share of the Company's
Common Stock traded on the New York Stock Exchange on March 1, 1995
(adjusted to give effect to a 2-for-1 stock split effective May 1, 1995).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE DIRECTORS'
STOCK COMPENSATION PLAN AND AUTHORIZATION TO ISSUE UP TO 40,000 SHARES OF COMMON
STOCK UNDER THE PLAN.
---------------
(4) STOCKHOLDER PROPOSAL
Mrs. Evelyn Y. Davis, whose address is The Watergate Office Building, 2600
Virginia Ave., N.W., Suite 215, Washington, D.C. 20037, has given the Company
notice of her intention to present a proposal for consideration by the
stockholders at the annual meeting. The proposal of Mrs. Davis, who is owner of
record of 280 shares of common stock of the Company, is set forth below in the
form of a resolution along with her supporting statement.
14
<PAGE> 17
YOUR BOARD OF DIRECTORS AND THE MANAGEMENT OF THE COMPANY OPPOSE THE
ADOPTION OF THE FOLLOWING PROPOSAL FOR THE REASONS STATED AFTER THE PROPOSAL
AND, THEREFORE, RECOMMEND THAT STOCKHOLDERS VOTE AGAINST THE PROPOSAL.
STOCKHOLDER PROPOSAL
RESOLVED, "That the stockholders of Washington Gas Light, assembled in
annual meeting in person and by proxy, hereby request the Board of Directors to
take the necessary steps to provide for cumulative voting in the election of
directors which means each stockholder shall be entitled to as many votes as
shall equal the number of shares he or she owns multiplied by the number of
directors to be elected, and he or she may cast all of such votes for a single
candidate, or any two or more of them as he or she may see fit."
The statement submitted by Mrs. Davis in support of her resolution is as
follows:
REASONS: "Many states have mandatory cumulative voting, so do National
Banks." "In addition, many corporations have adopted cumulative voting."
Last year the owners of 2,384,361 shares, representing approximately 18.7%
of the shares voting, voted for this proposal.
"If you AGREE, please mark your proxy FOR this resolution."
OPPOSITION OF YOUR BOARD OF DIRECTORS AND THE MANAGEMENT
AND REASONS THEREFOR:
Your Board of Directors believes it is important for each member of the
Board to represent all stockholders, not just a particular interest group or
faction.
Persons serving on this Company's Board of Directors have wide experience
in law, public accounting, business and finance. Directors are not elected to
represent a particular viewpoint, and the Directors do not believe it is
desirable to select candidates for election in that manner.
These objectives of your Directors are fundamentally different from the
objectives of a cumulative voting procedure. Cumulative voting could permit a
relatively small group of stockholders to elect a particular Director. A
Director elected through cumulative voting might therefore become (or appear to
become) an advocate for a particular stockholder group. This result would be
directly opposite to the purpose of having each member of your Board of
Directors represent all stockholders.
For these reasons, the Board of Directors and the management oppose the
proposed resolution.
Mrs. Davis has submitted substantially the same proposal in the preceding
ten years and it was defeated by a vote of over 80% of shares voting on the
proposal each year.
THE BOARD OF DIRECTORS AND THE MANAGEMENT OF THE COMPANY RECOMMEND A VOTE
AGAINST THE ADOPTION OF THIS STOCKHOLDER PROPOSAL.
---------------
15
<PAGE> 18
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
meeting. However, if any other matters come before the meeting, it is the
intention of the persons named in the enclosed proxy card to vote in accordance
with their best judgment on such matters.
---------------
The Annual Report for 1995, including financial statements, was mailed to
stockholders on or about January 5, 1996.
UPON WRITTEN REQUEST, THE COMPANY WILL FURNISH WITHOUT CHARGE A COPY OF ITS
MOST RECENT ANNUAL REPORT ON FORM 10-K. PLEASE DIRECT THESE REQUESTS TO: MARIA
FRAZZINI; MANAGER -- FINANCIAL RELATIONS; WASHINGTON GAS LIGHT COMPANY; 1100 H
ST., N.W., WASHINGTON, D.C. 20080.
The solicitation of proxies is being made on behalf of the Board of
Directors, and the cost will be borne by the Company. Brokerage houses and other
custodians will be reimbursed by the Company for their expenses in forwarding
proxy materials to principals. Further solicitation of proxies may be made by
telephone or other communication by regular employees of the Company. Morrow &
Company has been retained by the Company for a fee of $6,500, plus expenses, to
assist in the solicitation of proxies.
STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Proposals by stockholders which are intended to be presented at the
Company's next annual meeting of stockholders must be received by the Company
not later than September 22, 1996.
VOTING BY PROXY
Proxy cards will be voted as specified, but if not otherwise marked they
will be voted: "FOR" Proposals (1), (2) and (3) and "AGAINST" Proposal (4).
By order of the Board of Directors,
Douglas V. Pope
Secretary
January 19, 1996
16
<PAGE> 19
WASHINGTON GAS LIGHT COMPANY
DIRECTORS' STOCK
COMPENSATION PLAN
AS ADOPTED ON OCTOBER 25, 1995
<PAGE> 20
WASHINGTON GAS LIGHT COMPANY
DIRECTOR'S STOCK COMPENSATION PLAN
ARTICLE I
DEFINITIONS
1.01 AFFILIATE means any "subsidiary" or "parent" corporation of
the Company (as such terms are defined in section 424 of the Code).
1.02 BOARD means the Board of Directors of the Company.
1.03 CODE means the Internal Revenue Code of 1986, as amended.
1.04 COMMON STOCK means the common stock of the Company.
1.05 COMPANY means Washington Gas Light Company.
1.06 DATE OF AWARD means each March 1 during the term of the Plan.
1.07 FAIR MARKET VALUE means, on any given date, the average of the
high and low prices of a share of Common Stock as reported on the New York
Stock Exchange or, if the Common Stock was not traded on such day, then on the
next preceding day that the Common Stock was traded on such exchange, all as
reported by the Wall Street Journal.
1.08 PARTICIPANT means a member of the Board who satisfies the
requirements of Article IV.
1.09 PLAN means the Washington Gas Light Company Directors' Stock
Compensation Plan.
<PAGE> 21
ARTICLE II
PURPOSES
The Plan is intended to assist the Company in promoting a greater
identity of interest between the Company's non-employee directors and its
shareholders, and to assist the Company in attracting and retaining
non-employee directors by affording Participants an opportunity to share in the
future success of the Company.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Company's Vice President of
Human Resources in a manner that is consistent with the provisions of this
Plan. The Company's Vice President of Human Resources shall not be liable for
any act done in good faith with respect to this Plan. All expenses of
administering this Plan shall be borne by the Company and its Affiliates.
ARTICLE IV
ELIGIBILITY
Each member of the Board who is not an employee of the Company or an
Affiliate, and who has not been employed by the Company or one of its
Affiliates during the twelve months preceding the Date of Award will
participate in the Plan during his or her service on the Board.
- 2 -
<PAGE> 22
ARTICLE V
AWARDS
Shares of Common Stock will be awarded to each Participant as of each
Date of Award. Subject to Article VIII's limitation on the number of shares of
Common Stock which may be issued under the Plan, on each Date of Award each
Participant will be awarded the number of whole shares determined by dividing
$5,000 by the Fair Market Value on the Date of Award. A fractional share shall
not be issued under the Plan but instead each Participant shall be paid the
Fair Market Value of the fractional shares (determined as of the Date of
Award), in cash with the balance of his or her retainer fee for the year.
ARTICLE VI
VESTING OF SHARES
The shares of Common Stock awarded under the Plan will be immediately
vested and nonforfeitable. Subject to the requirements of Article IX, the
shares awarded under the Plan may be sold or transferred by the Participant at
any time.
ARTICLE VII
SHAREHOLDER RIGHTS
Participants will have all the rights of shareholders with respect to
shares awarded under the Plan. Accordingly, Participants will be entitled to
vote the shares and receive dividends.
- 3 -
<PAGE> 23
ARTICLE VIII
SHARES AUTHORIZED
Up to forty thousand shares of Common Stock may be awarded under the
Plan. If the Company effects one or more stock dividends, stock split-ups,
subdivisions, reclassifications, or consolidations of shares, or other similar
changes in capitalization after the Plan's adoption by the Board, the maximum
number of shares that may be awarded under the Plan shall be proportionately
adjusted.
ARTICLE IX
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Common Stock shall be awarded and no certificates for shares of
Common Stock shall be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations, any listing agreement to
which the Company is a party, and the rules of all domestic stock exchanges on
which the Company's shares may be listed. The Company shall have the right to
rely on the opinion of its counsel as to such compliance. Any share
certificate issued to evidence Common Stock issued under the Plan may bear
such legends and statements as the Company may deem advisable to assure
compliance with federal and state law and regulations. No Common Stock shall
be awarded and no certificates for shares of Common Stock shall be delivered
until the Company has obtained such consent or approval as it may deem
advisable from regulatory bodies having jurisdiction over such matters.
- 4 -
<PAGE> 24
ARTICLE X
GENERAL PROVISIONS
10.01 UNFUNDED PLAN. The Plan, insofar as it provides for grants,
shall be unfunded, and the Company shall not be required to segregate any
assets that may at any time be represented by grants under the Plan. Any
liability of the Company to any person with respect to any grant under the Plan
shall be based solely upon any contractual obligations that may be created
pursuant to the Plan. No such obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the Company.
10.02 RULES OF CONSTRUCTION. Headings are given to the articles and
sections of the Plan solely as a convenience to facilitate reference. The
references to any statute, regulation, or other property of law shall be
construed to refer to any amendment to or successor of such provisions of law.
ARTICLE XI
AMENDMENT OF PLAN
The Board may amend the Plan from time to time. No amendment may
become effective until shareholder approval is obtained if such approval is
required by any federal or state law or regulation or the rules of any stock
exchange on which the Common Stock may be listed, or if the Board in its
discretion determines that the obtaining of such shareholder approval is for
any reason advisable. No amendment shall, without a Participant's consent,
adversely affect any rights of such Participant under any Award outstanding at
the time such amendment is made.
- 5 -
<PAGE> 25
ARTICLE XII
DURATION OF PLAN
The final award under the Plan will be made as of the Date of Award in
2006. The Board may terminate the Plan sooner by appropriate action. The Plan
will terminate automatically, without action by the Board, if there are
insufficient shares available to make the awards described in the Plan.
ARTICLE XIII
EFFECTIVE DATE OF PLAN
The Plan will become effective once it is adopted by the Board and
approved by a majority of the votes cast at a duly held shareholders' meeting
at which a quorum representing a majority of all outstanding voting stock is,
either in person or by proxy, present and voting on the Plan. No awards will
be made under the Plan prior to approval of the Plan, by the Company's
shareholders.
- 6 -
<PAGE> 26
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
<TABLE>
<S> <C> <C>
1. Election of all Directors FOR all nominees / / WITHHOLD AUTHORITY to vote / /
listed below for all nominees listed below
</TABLE>
Nominees: Michael D. Barnes, Fred J. Brinkman, Daniel J. Callahan, III,
Orlando W. Darden, James H. DeGraffenreidt, Jr., Melvyn J.
Estrin, Patrick J. Maher, Karen Hastie Williams, Stephen G. Yeonas
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name.)
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
2. Ratification of the Appointment of Auditors.
FOR / / AGAINST / / ABSTAIN / /
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3.
3. Directors' Stock Plan.
FOR / / AGAINST / / ABSTAIN / /
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" PROPOSAL 4.
4. Stockholder Proposal.
FOR / / AGAINST / / ABSTAIN / /
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
Change of Address and / /
or Comments Mark Here
Please sign exactly as name or names
appear on this proxy. If stock is
held jointly, each holder should
sign. If signing as attorney,
trustee, executor, administrator,
custodian, guardian or corporate
officer, please give full title.
Date: ______________________, 19__
----------------------------------
Signature
----------------------------------
Signature (if held jointly)
VOTES MUST BE INDICATED / /
(X) IN BLACK OR BLUE INK.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
WASHINGTON GAS LIGHT COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING FEBRUARY 21, 1996
I(WE) here appoint Patrick J. Maher and Stephen G. Yeonas and each of them
as proxies, with full power of substitution to each, to act and vote in the name
of the undersigned with all the powers that the undersigned would possess if
personally present, on all matters, including the election of Directors, which
may come before the February 21, 1996 Annual Meeting of the Shareholders of
Washington Gas Light Company and any adjournment of such meeting, hereby
revoking any prior conflicting proxies. The meeting will be held at the
Capital Hilton Hotel, 16th and K Streets, N.W., Washington, D.C. on Wednesday,
February 21, 1996 at 10 a.m.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE. YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. THIS PROXY WHEN PROPERLY
EXECUTED AND PRESENTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3 AND AGAINST PROPOSAL 4.
(Continued, and to be signed and dated on the reverse side.)
WASHINGTON GAS LIGHT COMPANY
P.O. BOX 11038
NEW YORK, N.Y. 10203-0038
<PAGE> 27
EDGAR APPENDIX
In the printed version of this document, photographs of the directors.
(Barnes, Brinkman, Callahan, Darden, DeGraffenreidt, Estrin, Maher, Williams
and Yeonas) appear to the left of the captions as indicated on EDGAR pages two,
three, four and five.
The total return on investment table on page twelve of this document is
presented in the printed version by a line graph.
