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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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WASHINGTON GAS LIGHT COMPANY
(Exact name of registrant as specified in its charter)
District of Columbia and Virginia 53-0162882
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1100 H Street, N.W.
Washington, D.C. 20080
(703) 750-4440
(Address of registrant's Executive Offices)
WASHINGTON GAS LIGHT COMPANY
LONG-TERM INCENTIVE COMPENSATION PLAN
DOUGLAS V. POPE, Secretary
Washington Gas Light Company
1100 H Street, N.W.
Washington, D.C. 20080
(Name and address of agent for service)
(202) 642-6395
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum Amount of
Title of to be offering price aggregate registration
securities to be registered registered per unit (1) offering price (1) fee (1)
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Common Stock, $1 par value. . . . . 100,000 shares $21.8125/sh $2,181,250 $752.16
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(1) This registration fee has been calculated pursuant to Rule 457(h) on the
basis of the average high and low prices of the Company's common stock on
the New York Stock Exchange on March 1, 1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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PART II.
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Washington Gas Light Company
(Washington Gas or the Company) with the Securities and Exchange Commission are
incorporated in this Registration Statement by reference and made a part of
this Registration Statement:
(a) The Company's latest annual report on Form 10-K for the year
ended September 30, 1995, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Form 10-Q for the quarter ended December 31, 1995;
(c) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the 1934 Act since the end of the fiscal year covered by the
annual report on Form 10-K referred to above; and
(d) The description of the Company's Common Stock set forth in the
Company's Registration Statement filed pursuant to Section 12 of the 1934
Act, including any amendments or reports updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the 1934 Act on or subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Company's Bylaws, the Company is required to indemnify any
officer or director who was or is a party or is threatened to be made a party
to any action, suit or proceeding by reason of such person's status as a
director or officer of the Company against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
such action, suit or proceeding, unless such person is finally adjudged to be
liable for willful misconduct in the performance of duties to the Company or to
have knowingly violated the criminal law.
The Company carries a policy of insurance which, among other things,
provides for payment to the Company of sums expended pursuant to the Company's
Bylaws and lawful indemnification for liability of officers and directors.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No. Description of Exhibits Page
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4 Charter of the Company as amended (incorporated by reference to
the Company's Form 10-K for the fiscal year ended
September 30, 1995. SEC File No. 1-1483).
5 Opinion of John K. Keane, Jr., Esquire.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of John K. Keane, Jr., Esquire (included in Exhibit No. 5).
24 Power of Attorney and Board Resolutions.
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ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereto) which, individually or in
the aggregate, represents a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by references in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) Filings incorporating subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, who is duly authorized
to sign, in the City of Washington, District of Columbia, on the 6th day of
March, 1996.
WASHINGTON GAS LIGHT COMPANY
By FREDERIC M. KLINE
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Frederic M. Kline
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or has been signed below by the following persons in the
capacities indicated.
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Signature: Title: Date:
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PATRICK J. MAHER* Chairman of the Board, March 6, 1996
- ----------------------------- Chief Executive Officer
(Patrick J. Maher) and Director
JAMES H. DeGRAFFENREIDT, JR.* President, Chief Operating March 6, 1996
- ----------------------------- Officer and Director
(James H. DeGraffenreidt, Jr.)
FREDERIC M. KLINE Vice President & Treasurer March 6, 1996
- ----------------------------- (Principal Financial &
(Frederic M. Kline) Accounting Officer)
MICHAEL D. BARNES* Director March 6, 1996
- -----------------------------
(Michael D. Barnes)
FRED J. BRINKMAN* Director March 6, 1996
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(Fred J. Brinkman)
DANIEL J. CALLAHAN, III* Director March 6, 1996
- -----------------------------
(Daniel J. Callahan, III)
ORLANDO W. DARDEN* Director March 6, 1996
- -----------------------------
(Orlando W. Darden)
KAREN HASTIE WILLIAMS* Director March 6, 1996
- -----------------------------
(Karen Hastie Williams)
STEPHEN G. YEONAS* Director March 6, 1996
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(Stephen G. Yeonas)
*By FREDERIC M. KLINE
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Frederic M. Kline
Attorney-in-Fact
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II-3
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Exhibit No. Description of Exhibits Page
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4 Charter of the Company as amended (incorporated by reference to
the Company's Form 10-K for the fiscal year ended
September 30, 1995. SEC File No. 1-1483).
5 Opinion of John K. Keane, Jr., Esquire.
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of John K. Keane, Jr., Esquire (included in Exhibit No. 5).
24 Power of Attorney and Board Resolutions.
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Exhibit No. 5
March 6, 1996
Securities and Exchange Commission
450 - 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs:
This opinion is given in connection with the Registration Statement on
Form S-8 filed by Washington Gas Light Company (the Company) with the
Securities and Exchange Commission for registration under the Securities Act of
1933, as amended, of up to 100,000 shares of Common Stock (Shares) and
interests in the Company's Long-Term Incentive Compensation Plan (Plan).
Based upon my review and knowledge of applicable regulatory and corporate
action authorizing issuance of the Shares and interests in the Plan, it is my
opinion that:
(1) The Company is duly organized and validly existing under the laws of
the District of Columbia and Virginia;
(2) The Shares and interests in the Plan will, when issued pursuant to
the Plans, be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
(JOHN K. KEANE, JR.)
John K. Keane, Jr.
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Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated October 24,
1995 (except with respect to the matter discussed in Note 9, as to which the
date is November 15, 1995), included (or incorporated by reference) in
Washington Gas Light Company's Form 10-K for the year ended September 30, 1995,
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.,
March 6, 1996
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Exhibit No. 24
POWER OF ATTORNEY
Washington Gas Light Company, for itself, and each person whose signature
appears below, appoints Patrick J. Maher, James H. DeGraffenreidt, Jr., John
K. Keane, Jr. and Frederic M. Kline, and each of them individually, as
attorneys-in-fact to execute and to file a Registration Statement under the
Securities Act of 1933 for the registration of up to 100,000 shares of common
stock of Washington Gas Light Company and to execute and file all amendments
and post-effective amendments to the Registration Statement.
WASHINGTON GAS LIGHT COMPANY
Date: February 21, 1996 By: PATRICK J. MAHER
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Patrick J. Maher
Chairman of the Board and
Chief Executive Officer
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Signature: Title: Date:
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PATRICK J. MAHER Chairman of the Board, February 21, 1996
- ----------------------------- Chief Executive Officer
(Patrick J. Maher) and Director
JAMES H. DEGRAFFENREIDT, JR. President, Chief Operating February 21, 1996
- ----------------------------- Officer and Director
(James H. DeGraffenreidt, Jr.)
FREDERIC M. KLINE Vice President & Treasurer February 21, 1996
- ----------------------------- (Principal Financial &
(Frederic M. Kline) Accounting Officer)
MICHAEL D. BARNES Director February 21, 1996
- -----------------------------
(Michael D. Barnes)
FRED J. BRINKMAN Director February 21, 1996
- -----------------------------
(Fred J. Brinkman)
DANIEL J. CALLAHAN, III Director February 21, 1996
- -----------------------------
(Daniel J. Callahan, III)
ORLANDO W. DARDEN Director February 21, 1996
- -----------------------------
(Orlando W. Darden)
KAREN HASTIE WILLIAMS Director February 21, 1996
- -----------------------------
(Karen Hastie Williams)
STEPHEN G. YEONAS Director February 21, 1996
- -----------------------------
(Stephen G. Yeonas)
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SECRETARY'S CERTIFICATE
I, Douglas V. Pope, Secretary of Washington Gas Light Company, hereby
certify that the following resolutions were adopted by the Board of Directors
of the Company on February 21, 1996, and they remain in full force and effect
this 6th day of March, 1996.
DOUGLAS V. POPE
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Douglas V. Pope
RESOLVED, That the general terms of the proposal outlined at this
meeting to issue up to 100,000 shares of authorized but unissued
Washington Gas Light Company (Company) Common Stock, $1.00 par value
(Common Stock), through the Company's Long-Term Incentive Compensation
Plan is approved; the shares so authorized are in addition to the
shares previously authorized to be issued under the Plans, and further
* * * *
RESOLVED, That the Company, each member of the Company's Board of
Directors and each of the Authorized Officers are authorized to execute a
power of attorney appointing Patrick J. Maher, James H. DeGraffenreidt,
Jr., John K. Keane, Jr. and Frederic M. Kline and each of them
individually, as attorneys-in-fact to execute the Registration Statement,
and any amendments thereto, and cause it to be filed with the Securities
and Exchange Commission and with all other appropriate governmental and
private organizations.
