<PAGE> 1
Filed Pursuant to Rule 424(b)(2)
PROSPECTUS SUPPLEMENT Registration No. 333-63735
(TO PROSPECTUS DATED SEPTEMBER 30, 1998)
2,000,000 SHARES
[WASHINGTON GAS LOGO]
COMMON STOCK
------------------------
THE COMPANY
WASHINGTON GAS LIGHT COMPANY and its distribution subsidiary deliver natural gas
through a nearly 22,000-mile distribution system to more than 819,000 customers.
Our service territory covers more than 6,600 square miles and includes the City
of Washington, DC, the surrounding suburbs in Maryland and Virginia, and a
portion of the Shenandoah Valley in Virginia and West Virginia.
TRADING MARKETS AND SYMBOLS
New York Stock Exchange: WGL
Philadelphia Stock Exchange: WGL
On November 11, 1998, the last reported sale price of our common stock on the
New York Stock Exchange was $25.0625 per share.
THE OFFERING
<TABLE>
<CAPTION>
PER SHARE TOTAL(1)
--------- -----------
<S> <C> <C>
Public Offering
Price.............. $25.0625 $50,125,000
Underwriting
Discounts and
Commissions........ $ 0.8400 $ 1,680,000
Proceeds to the
Company............ $24.2225 $48,445,000
</TABLE>
- ---------------
(1) In order to cover over-allotments, the company has granted the underwriters
an option to purchase up to 300,000 additional shares within 30 days after
the date shown below. If all 300,000 shares are purchased, the total price
to the public will be $57,643,750, underwriting discounts and commissions
will be $1,932,000, and proceeds to the company will be $55,711,750.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
PAINEWEBBER INCORPORATED
MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.
------------------------
The date of this Prospectus Supplement is November 12, 1998.
<PAGE> 2
WASHINGTON GAS SERVICE AREA
[MAP]
- - MORE THAN 819,000 CUSTOMERS, PRIMARILY RESIDENTIAL AND FIRM COMMERCIAL
- - FIVE-YEAR AVERAGE ANNUAL CUSTOMER GROWTH OF 3.1%
- - DIVERSE REGULATORY JURISDICTIONS
- - DIVIDENDS PAID FOR 147 CONSECUTIVE YEARS
- - DIVIDENDS INCREASED FOR 22 CONSECUTIVE YEARS
<TABLE>
<CAPTION>
EARNINGS PER SHARE/ROE*
FY94 FY95 FY96 FY97 FY98
<S> <C> <C> <C> <C> <C>
1.41 1.45 1.85 1.85 1.54
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Weather
Colder/(Warmer) than
normal 11.8% (5.2)% 18.6% 0.5% (5.1)%
ROE 12.5% 12.3% 15.0% 14.1% 11.2%
</TABLE>
* Return on Average Common Equity
<TABLE>
<CAPTION>
DIVIDENDS DECLARED PER SHARE
FY94 FY95 FY96 FY97 FY98
<S> <C> <C> <C> <C> <C>
1.1050 1.1175 1.1350 1.1700 1.1950
</TABLE>
S-2
<PAGE> 3
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this prospectus
supplement and the accompanying prospectus. This summary is not complete and may
not contain all of the information that you should consider before investing in
the common stock. You should read the entire prospectus carefully.
THE COMPANY
Our Business............... A public utility primarily engaged in natural gas
distribution.
Our Service Territory...... The District of Columbia and surrounding areas of
Maryland, Virginia, and West Virginia.
Population of Our Service
Territory................ Approximately 4.6 million.
Customer Meters as of
September 30, 1998....... 819,719
Our Address and Telephone
Number................... Washington Gas Light Company
1100 H Street, NW
Washington, DC 20080
703.750.4440
THE OFFERING
Common Stock Offered....... 2,000,000 shares (assuming over-allotment option of
300,000 shares not exercised).
Common Stock Outstanding as
of September 30, 1998.... 43,839,453 shares
Common Stock Outstanding as
of September 30, 1998,
Adjusted for the
Offering................. 45,839,453 shares
Listing.................... New York and Philadelphia Stock Exchanges (Symbol:
WGL).
Common Stock Price Range
from October 1, 1997 to
November 11, 1998........ $23 1/16 to $31 3/8
Current Indicated Annual
Dividend Rate............ $1.20 per share
Use of Proceeds............ General corporate purposes, including capital
expenditures and working capital requirements.
S-3
<PAGE> 4
SELECTED FINANCIAL AND OPERATIONAL INFORMATION
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA AND CUSTOMER METERS)
<TABLE>
<CAPTION>
FISCAL YEARS ENDED SEPTEMBER 30,
--------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating Revenues..................... $1,040,618 $1,055,754 $969,778 $828,748 $914,863
Net Revenues (Revenues Less Cost of
Gas)................................. $ 464,832 $ 482,829 $499,853 $438,707 $452,668
Net Income............................. $ 68,629 $ 82,019 $ 81,591 $ 62,909 $ 60,459
Dividends on Preferred Stock........... $ 1,331 $ 1,331 $ 1,332 $ 1,333 $ 1,335
Net Income Applicable to Common
Stock................................ $ 67,298 $ 80,688 $ 80,259 $ 61,576 $ 59,124
Average Common Shares Outstanding...... 43,691 43,706 43,360 42,575 41,835
Earnings Per Average Share of Common
Stock
Basic............................. $ 1.54 $ 1.85 $ 1.85 $ 1.45 $ 1.41
Diluted........................... $ 1.54 $ 1.85 $ 1.85 $ 1.45 $ 1.41
Dividends Declared Per Share........... $ 1.195 $ 1.170 $ 1.135 $ 1.1175 $ 1.105
Customer Meters........................ 819,719 798,739 772,281 750,849 725,960
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
--------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Property, Plant and
Equipment -- Net................. $1,319,501 $1,217,137 $1,130,574 $1,056,058 $ 995,021
Total Assets....................... $1,682,433 $1,552,032 $1,464,601 $1,360,138 $1,332,954
Common Shareholders' Equity........ $ 607,755 $ 589,035 $ 558,809 $ 513,044 $ 485,504
Preferred Stock.................... $ 28,424 $ 28,430 $ 28,440 $ 28,471 $ 28,498
Long-term Debt (Excluding Current
Maturities)...................... $ 428,641 $ 431,575 $ 353,893 $ 329,051 $ 342,270
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 1998
---------------------------------------------
ACTUAL AS ADJUSTED (1)
--------------------- ---------------------
<S> <C> <C> <C> <C>
CAPITALIZATION DATA:
Common Shareholders' Equity............................ $ 607,755 57.1% $ 656,200 58.9%
Preferred Stock........................................ 28,424 2.7 28,424 2.6
Long-term Debt (Excluding Current Maturities).......... 428,641 40.2 428,641 38.5
---------- ----- ---------- -----
Total........................................ $1,064,820 100.0% $1,113,265 100.0%
========== ===== ========== =====
Short-term Debt........................................ $ 124,943
Current Maturities of Long-term Debt................... $ 64,106
</TABLE>
- ---------------
(1) The As Adjusted data reflect net proceeds from the sale of 2,000,000 shares
of common stock offered in this prospectus supplement.
S-4
<PAGE> 5
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the prospectus, and their incorporated
documents discuss both historical information and forward-looking statements.
Most of the statements in the section of this prospectus supplement labeled "The
Company -- Strategy" are forward-looking statements. Words like "estimates,"
"expects," "plans," "anticipates," "intends," "believes," "projected,"
"forecast," and others also identify forward-looking statements. These
forward-looking statements involve uncertainties and risks. Although we believe
they are based on reasonable assumptions, we cannot assure that every stated
objective will be reached.
We make forward-looking statements in reliance on the safe harbor
protections provided under the Private Securities Litigation Reform Act of 1995.
Please refer to our latest Annual Report on Form 10-K or our most recent
Quarterly Report on Form 10-Q for a discussion of important factors that could
cause our actual results to differ materially from those discussed in our
forward-looking statements.
CAPITAL EXPENDITURES
The table below shows actual capital expenditures for fiscal years 1997 and
1998 and projected amounts for fiscal years 1999 through 2003.
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
ACTUAL PROJECTED
--------------- ---------------------------------------------------
1997 1998 1999 2000 2001 2002 2003 TOTAL
------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
New Business......... $ 89.3 $ 87.4 $ 81.4 $ 83.0 $ 90.7 $ 88.0 $ 88.1 $431.2
Replacements......... 36.4 36.2 35.7 37.3 37.8 38.8 39.8 189.4
Other................ 14.2 35.3 24.8 26.4 25.6 26.6 21.8 125.2
------ ------ ------ ------ ------ ------ ------ ------
Total...... $139.9 $158.9 $141.9 $146.7 $154.1 $153.4 $149.7 $745.8
====== ====== ====== ====== ====== ====== ====== ======
</TABLE>
- New Business expenditures are for property, plant, and equipment that
allow us to add new customers and increase the amount of gas that we
deliver. We expect that new business will represent nearly 58 percent of
our capital expenditures over the next five years.
- Replacements expenditures help to keep our gas distribution system safe
and reliable. We replace parts of the system as they become worn or
obsolete, or if public authorities request that we move our facilities.
We expect to spend just over 25 percent of our capital expenditures on
replacements through 2003.
- The remaining category, Other, is for general property and equipment such
as buildings and related fixtures, vehicles, and computers.
USE OF PROCEEDS
We will use the net proceeds realized from selling the common stock for
general corporate purposes, including capital expenditures and working capital
requirements.
S-5
<PAGE> 6
THE COMPANY
OVERVIEW
The company and its distribution subsidiary are public utilities that
deliver natural gas through a nearly 22,000-mile distribution system to more
than 819,000 customers. Our service territory covers more than 6,600 square
miles, has a population estimated at 4.6 million people, and includes the City
of Washington, DC, the surrounding suburbs in Maryland and Virginia, and a
portion of the Shenandoah Valley in Virginia and West Virginia.
We have been engaged in the gas distribution business for 150 years, having
been originally incorporated by an Act of Congress in 1848. We became a domestic
corporation of the Commonwealth of Virginia in 1953 and a corporation of the
District of Columbia in 1957.
Average annual meter growth on our natural gas distribution system has
exceeded three percent during the last five years. Firm customers provide a
stable financial base, accounting for 72.3 percent of our therm deliveries in
fiscal year 1998. Interruptible customers, who must be able to switch to another
fuel during times of peak demand, tend to consume more gas, at lower margins,
than firm customers.
<TABLE>
<CAPTION>
THERMS DELIVERED
CUSTOMER CLASS (MILLIONS) % OF TOTAL
-------------- ---------------- ----------
<S> <C> <C>
Residential -- Firm........................................ 631 42.6%
Commercial and Industrial -- Firm.......................... 441 29.7
Commercial and Industrial -- Interruptible................. 317 21.4
Electric Generation -- Interruptible....................... 94 6.3
----- -----
Total............................................ 1,483 100.0%
===== =====
</TABLE>
STRATEGY
Deregulation and increased competition have led to significant changes in
the energy industry. As a natural gas utility, we have traditionally provided a
"bundled" service to our customers, including two primary functions: (1) the
merchant function, and (2) the core utility, or delivery, function. As the
industry has changed, we have changed our views of these functions. The
following discussion describes the merchant and core utility functions as they
exist today, and how we expect them to change over time. In addition, we discuss
our current plans for unregulated activities.
The Merchant Function. Historically, we have bought natural gas for our
customers from producers, and have had it delivered to the entrance point of our
distribution system by interstate pipeline companies. Subject to regulatory
prudence reviews, we have passed the costs paid to the producers and the
interstate pipelines directly to our customers, generally without our having any
opportunity for profit or any risk of loss.
The merchant function is the industry segment currently experiencing the
greatest change. Customers in many states are being offered the opportunity to
purchase their natural gas from unregulated marketers as well as from their
regulated local distribution company. These unregulated marketers compete for
these sales and have the opportunity to make a profit or incur a loss from them.
One of our subsidiaries is an unregulated marketer.
Ultimately, we expect our regulated local distribution company to play a
much smaller role in the merchant function. The distribution company may
ultimately exit the merchant function as more customers buy natural gas from
unregulated marketers. During this transition period, we will continue to have
certain obligations under long-term contracts to purchase both natural gas from
producers and transportation capacity from interstate pipeline companies.
Accordingly, our strategy will focus on recovering contractual costs and
maximizing the value of contractual assets. We currently plan to avoid some
activities that are often considered part of the merchant function, such as
commodity trading, exploring for and producing natural gas, operating interstate
natural gas pipelines, or expanding storage facilities beyond current capacity.
S-6
<PAGE> 7
The Core Utility or Delivery Function. Through the construction of our
distribution system, we have committed over 90% of our assets to the delivery of
natural gas to our customers. The core utility function currently includes the
infrastructure needed to provide such customer services as reading meters,
preparing bills, and answering telephone inquiries. Historically, our local
regulatory commissions have allowed us to earn a fair rate of return on the
capital invested in our distribution system and to recover expenses such as
customer service and maintenance costs, taxes, and depreciation.
The high cost of constructing a duplicate distribution system is a strong
barrier to potential competitors in the delivery function. Thus, we do not
expect direct competition from another natural gas distributor. We expect that
the local regulatory commissions will continue to function as surrogates for
competition, determining the prices we charge our customers and the terms and
conditions of service for the delivery function. Because of continuing
regulation, we do not expect the risk profile of the delivery function to
change, and we do not expect the profitability of the delivery function to
decline as a result of customers purchasing natural gas from unregulated
marketers. We plan to continue to construct, operate and maintain our natural
gas distribution system, increase the efficiency of our operations, add
customers profitably, and compete against other fuels such as electricity and
oil.
Although we currently provide customer services as part of our core utility
function, these services can potentially be offered economically by competitors.
We may or may not continue our role as the provider of customer services,
depending on our competitive position, customer demand, and regulatory policy
preferences.
Unregulated Activities. The unregulated activities of the company and its
subsidiaries include the following:
1. selling natural gas in competition with unregulated marketers and
unregulated marketing subsidiaries of other utility companies;
2. providing commercial energy services by designing and renovating
mechanical heating, ventilating and air conditioning systems; and
3. financing gas appliances and certain other equipment for residential
and small commercial customers.
At the present time, our unregulated activities are not significant to the
company's results of operations. However, our gas marketing activities involve
risks not historically experienced in our natural gas distribution business
because they require us to manage any difference between the price and volume of
natural gas we commit to our customers and the actual cost and volumes we must
purchase. Currently, we manage this risk by closely matching purchases of
natural gas from suppliers with commitments to sell natural gas to customers at
offered prices.
We intend to continue competing in the energy-related markets listed above,
and potentially to enter into others. Accordingly, we are studying the
possibility of changing our corporate structure to clarify the separation of
regulated from unregulated operations, if appropriate for business and
regulatory reasons. One structural option we are considering is the formation of
a parent holding company like that of many other utilities.
COMMON STOCK PRICE RANGE, DIVIDENDS, AND SHARE DATA
As of 1998, we have paid dividends on our common stock for 147 consecutive
years, one of the longest dividend records of companies listed on the New York
Stock Exchange. In addition, we have increased dividends annually for the past
22 years. We declare dividends on a quarterly basis, and formally review
dividend policy annually. Future earnings growth and the strength of our
financial condition may affect future dividend payments. Please refer to
"Description of Common Stock" in the accompanying prospectus for a discussion of
dividend rights.
S-7
<PAGE> 8
Our common stock is listed on the New York Stock Exchange and the
Philadelphia Stock Exchange. Quarterly high and low prices, as reported on the
New York Stock Exchange Composite Transactions Tape, and dividends paid for the
common stock for fiscal years 1997, 1998, and 1999 to date are as follows:
COMMON STOCK PRICE RANGE AND DIVIDENDS PAID
<TABLE>
<CAPTION>
DIVIDENDS DIVIDEND
PAID PER PAYMENT
HIGH LOW SHARE DATE
---- --- --------- --------
<S> <C> <C> <C> <C>
FISCAL YEAR 1999 (10/1/98 THROUGH 11/11/98)....... $28 3/4 $24 15/16 $0.300 11/1/98
FISCAL YEAR 1998
Fourth quarter.................................... $27 7/8 $23 1/16 $0.300 8/1/98
Third quarter..................................... 28 1/4 24 3/4 0.300 5/1/98
Second quarter.................................... 30 3/4 25 9/16 0.295 2/1/98
First quarter..................................... 31 3/8 23 13/16 0.295 11/1/97
FISCAL YEAR 1997
Fourth quarter.................................... $26 1/2 $23 15/16 $0.295 8/1/97
Third quarter..................................... 25 5/8 20 7/8 0.295 5/1/97
Second quarter.................................... 23 1/2 21 5/8 0.285 2/1/97
First quarter..................................... 25 21 1/8 0.285 11/1/96
</TABLE>
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
We have a Dividend Reinvestment and Common Stock Purchase Plan (the "Plan")
under which holders of our common stock and preferred stock may elect to receive
dividends in the form of additional shares of our 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, NW, Washington, DC, 20080. We may be reached by telephone at
202.624.6558 or 1.800.221.WGAS (1.800.221.9427).
OUTSTANDING SHARES
As of September 30, 1998, there were 43,839,453 shares of common stock
outstanding, net of treasury shares. There were 1,027,745 authorized but
unissued shares of common stock reserved for the Plan, for the Directors' Stock
Compensation Plan, for conversion of convertible preferred stock, and as an
investment alternative in our qualified employee savings plans. We also have
reserved 800,000 shares of common stock for grants under our long-term incentive
compensation plan, and 391,050 shares remain reserved for potential future
grants as of September 30, 1998.
We have two series of convertible preferred stock outstanding, the $4.60
Convertible Series and the $4.36 Convertible Series. Owners of those shares may
elect to convert their shares at any time into shares of our common stock under
terms of a specific formula for each series. As of September 30, 1998, there
were 569 shares of the $4.60 Convertible Series outstanding and each share was
convertible into 11.39 shares of our common stock. As of the same date, there
were 1,942 shares of the $4.36 Convertible Series outstanding and each share was
convertible into 10.29 shares of our common stock.
S-8
<PAGE> 9
UNDERWRITING
The underwriters have agreed to purchase from us the numbers of shares of
common stock indicated below, subject to the terms and conditions set forth in
an underwriting agreement dated November 12, 1998.
<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
----------- ----------------
<S> <C>
PaineWebber Incorporated.................................... 525,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... 525,000
A.G. Edwards & Sons, Inc.................................... 525,000
Credit Suisse First Boston Corporation...................... 60,000
Donaldson, Lufkin & Jenrette Securities Corporation......... 60,000
Janney Montgomery Scott Inc. ............................... 60,000
Morgan Stanley & Co. Incorporated........................... 60,000
Salomon Smith Barney Inc. .................................. 60,000
Ferris, Baker Watts, Inc. .................................. 25,000
Johnston, Lemon & Co. Incorporated.......................... 25,000
Edward D. Jones & Co., L.P. ................................ 25,000
Legg Mason Wood Walker, Incorporated........................ 25,000
Roney Capital Markets....................................... 25,000
---------
2,000,000
=========
</TABLE>
The underwriters are obligated to purchase all shares of common stock
offered hereby if any shares are purchased. We have granted to the underwriters
an option, exercisable within 30 days after the date of this prospectus
supplement, to purchase up to 300,000 additional shares of common stock solely
for the purpose of covering over-allotments, if any, at the public offering
price less the underwriting discounts and commissions set forth on the cover
page hereof. If the underwriters exercise this option, each underwriter will be
committed, subject to certain conditions, to purchase an additional number of
shares of common stock proportionate to such underwriter's initial commitment.
The shares of common stock are offered subject to prior sale, when, as and
if issued by the company and accepted by the underwriters, to the public at the
public offering price set forth on the cover page hereof and to certain dealers
at such price less a concession not exceeding $0.50 per share. Underwriters and
dealers may reallow to certain other dealers a discount not exceeding $0.10 per
share. After the public offering, the public offering price and concessions and
discounts to dealers may be changed by the underwriters.
The underwriting agreement provides that we will indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, as amended.
In connection with this offering, the underwriters may purchase and sell
shares of our common stock in the open market. These transactions may include
over-allotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with this offering. Stabilizing
transactions consist of certain bids or purchases for the purpose of preventing
or retarding a decline in the market price of the common stock; and syndicate
short positions involve the sale by the underwriters of a greater number of
shares of common stock than they are required to purchase from us in this
offering. The underwriters also may impose a penalty bid, whereby selling
concessions allowed to syndicate members or other broker-dealers in respect of
the shares of common stock sold in this offering for their account, may be
reclaimed by the syndicate if such shares of common stock are repurchased by the
syndicate in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the common stock,
which may be higher than the price that might otherwise prevail in the open
market; and these activities, if commenced, may be discontinued at any time
without notice. These transactions may be effected on the New York Stock
Exchange or otherwise.
The underwriters have in the past and may in the future engage in
transactions with, or perform services for, us in the ordinary course of their
business.
S-9
<PAGE> 10
We will pay all expenses, estimated to be $267,611, associated with the
offer and sale of the common stock.
For a 30-day period commencing the closing date, we have agreed that,
without the prior written consent of PaineWebber Incorporated, we will not,
directly or indirectly, sell, contract to sell, offer to sell, assign, pledge,
hypothecate, lend, transfer, make any short sale of, grant any option, right or
warrant for the sale of, or otherwise dispose of, any common stock or securities
convertible into common stock, other than pursuant to our employee benefit
plans, the Dividend Reinvestment and Common Stock Purchase Plan, and the
Directors' Stock Compensation Plan.
S-10
<PAGE> 11
WASHINGTON GAS LIGHT COMPANY
COMMON STOCK
------------------------
Washington Gas Light Company (the "Company") intends from time to time to
issue and sell an aggregate not to exceed 2,300,000 authorized but unissued
shares of its common stock, par value $1.00 per share (the "Common Stock"), on
terms to be determined at the times of sale. For each offering of the Common
Stock for which this Prospectus will be delivered, there will be an accompanying
Prospectus Supplement that will set forth the terms of the offering. The
Company's Common Stock is listed on the New York and Philadelphia Stock
Exchanges under the symbol "WGL". On September 17, 1998, the last reported sale
price of Common Stock was $26.5625 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY 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.
------------------------
The Common Stock may be sold directly by the Company or through agents
designated from time to time or through underwriters or dealers. If any agents
of the Company or any underwriters are involved in the offering of the shares in
respect of which this Prospectus will be delivered, the names of such agents or
underwriters, and the initial price to the public, any applicable commissions or
discounts and the net proceeds to the Company, or the means of determining the
same, will be set forth in an accompanying Prospectus Supplement. The Company
may indemnify agents and underwriters against certain civil liabilities,
including liabilities under the Securities Act of 1933, as amended. See "Plan of
Distribution".
------------------------
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 30, 1998.
<PAGE> 12
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, NW, 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, Suite 1300, New York, N.Y. 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, NW, 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 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 also listed
on the Philadelphia Stock Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
(Commission File No. 1-1483) pursuant to the Exchange Act are incorporated in
this Prospectus by reference:
1) The Company's Annual Report on Form 10-K for the year ended September
30, 1997.
2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31,1997; March 31, 1998; and June 30, 1998.
3) The Company's Current Report on Form 8-K, dated December 9, 1997.
4) The Company's Current Report on Form 8-K, dated July 10, 1998.
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 Common Stock 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, NW, 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.
2
<PAGE> 13
THE COMPANY
The Company and its distribution subsidiary are public utilities that
deliver and sell natural gas through a 21,000-mile distribution system to more
than 818,000 customers. The franchise area covers over 6,600 square miles and
has a population estimated at 4.6 million people. This area includes the City of
Washington, D.C. and the surrounding suburbs in Maryland and Virginia, and a
portion of the Shenandoah Valley in Virginia and West Virginia.
The Company has been engaged in the gas distribution business for 150
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.
Meter growth on the Company's natural gas distribution system has averaged
over 3 percent annually during the last five years. Residential and firm
commercial customers provide a stable financial base, accounting for 72.4
percent of the Company's therm deliveries in fiscal year 1997.
Non-utility activities of the Company and its subsidiaries include: (1) the
sale of natural gas in competition with third-party suppliers such as gas
marketers and non-regulated subsidiaries of other utility companies; (2)
providing commercial energy services by designing and renovating mechanical
heating, air conditioning and ventilation systems; and (3) the financing of gas
appliances and certain other equipment for residential and small commercial
customers.
The principal executive offices of the Company are located at 1100 H
Street, NW, Washington, D.C. 20080. Its telephone number is 703-750-4440.
USE OF PROCEEDS
The net proceeds realized from the sale of the Common Stock offered hereby
will be used for general corporate purposes, including capital expenditures and
working capital requirements.
DESCRIPTION OF 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.
In addition to the amount outstanding as of August 31, 1998, the Company is
authorized by its regulatory commissions to: (1) issue up to 3,500,000 shares of
its Common Stock through one or more public offerings, (2) issue up to 1,152,615
shares of Common Stock under the Dividend Reinvestment and Common Stock Purchase
Plan and other employee benefit plans, and (3) issue up to 3,000,000 additional
shares of Common Stock to support the potential issuance of either debt
securities or preferred stock shares which are convertible into shares of Common
Stock. On August 31, 1998, the Company had 43,825,931 shares of Common Stock
outstanding, which does not reflect the issuance of any shares of Common Stock
offered hereby. The presently outstanding shares of Common Stock of the Company
are 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
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<PAGE> 14
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.
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 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 the Common Stock in any of three ways: (1) through
underwriters or dealers; (2) directly to a limited number of purchasers or to a
single purchaser; or (3) through agents. The distribution of the Common Stock
may be effected from time-to-time in one or more transactions at a fixed price,
at a price which may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, or at negotiated
prices. Each Prospectus Supplement will set forth the terms of the offering of
the Common Stock offered thereby, including the name or names of any
underwriters or agents, the purchase price of such Common Stock and the proceeds
to the Company from such sale, any discounts and other items constituting
underwriters' and agents' compensation, and any discounts or concessions allowed
or reallowed or paid to dealers. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time.
If underwriters are used in the sale, the Common Stock will be acquired by
the underwriters for their own account and may be sold 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 the sale. The
Common Stock may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters as may be designated by the
Company, or directly by one or more of such firms. The underwriter or
underwriters with respect to a particular underwritten offering of Common Stock
will be named in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will be
set forth on the cover page of such Prospectus Supplement. Unless otherwise set
forth in a Prospectus Supplement, the obligations of the underwriters to
purchase the Common Stock offered thereby will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all such shares of
Common Stock if any are purchased.
The Company may grant to underwriters options to purchase additional Common
Stock to cover over-allotments, if any, at the initial public offering price
(with additional underwriting commissions or discounts), as may be set forth in
the applicable Prospectus Supplement. If the Company grants any over-allotment
option, the terms of such option will be set forth in the applicable Prospectus
Supplement.
The Common Stock may be sold through agents designated by the Company from
time to time. Each Prospectus Supplement will set forth the name of any agent
involved in the offer or sale of the Common Stock in respect of which such
Prospectus Supplement is delivered as well as any commissions payable by the
Company to such agent. Unless otherwise indicated in such Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment. Any such agent may be deemed to be an underwriter, as that term is
defined in the Securities Act of 1933, as amended ("Securities Act"), of the
Common Stock so offered and sold.
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<PAGE> 15
If a dealer is utilized in the sale of Common Stock in respect of which
this Prospectus is delivered, the Company will sell such Common Stock to the
dealer as principal. The dealer may then resell such Common Stock to the public
at varying prices to be determined by such dealer at the time of resale. Any
such dealer may be deemed to be an underwriter, as such item is defined in the
Securities Act, of the Securities so offered and sold. The name of the dealer
and the terms of the transaction will be set forth in the applicable Prospectus
Supplement.
Offers to purchase Common Stock may be solicited directly by the Company,
and the sale thereof may be made directly by the Company to institutional
investors or others who may be deemed underwriters within the meaning of the
Securities Act with respect to any resale thereof. The terms of any such sales
will be described in the applicable Prospectus Supplement.
If so indicated in a Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase the Common Stock offered thereby from the Company at
the public offering price set forth in such Prospectus Supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject to those conditions set forth
in such Prospectus Supplement, which will set forth the commission payable for
solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act. Agents, underwriters, and
dealers may be customers of, engage in transactions with, or perform services
for, the Company 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 17,527 shares of the Company's Common
Stock as of August 31, 1998. The legality of any Common Stock offered hereby
will be passed upon for agents, underwriters, or dealers by Winthrop, Stimson,
Putnam & Roberts, New York, N.Y.
EXPERTS
The financial statements and schedule included or 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
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WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED
INFORMATION. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT
OFFER TO SELL OR BUY ANY SHARES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE
INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS
CURRENT AS OF THE DATES ON THE FRONT OF THOSE DOCUMENTS.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Summary.................... S-3
Selected Financial and Operational
Information......................... S-4
Forward-Looking Statements............ S-5
Capital Expenditures.................. S-5
Use of Proceeds....................... S-5
The Company........................... S-6
Common Stock Price Range, Dividends,
and Share Data...................... S-7
Underwriting.......................... S-9
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Use of Proceeds....................... 3
Description of Common Stock........... 3
Plan of Distribution.................. 4
Legal Opinions........................ 5
Experts............................... 5
</TABLE>
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2,000,000 SHARES
[WASHINGTON GAS LOGO]
COMMON STOCK
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PROSPECTUS SUPPLEMENT
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PAINEWEBBER INCORPORATED
MERRILL LYNCH & CO.
A.G. EDWARDS & SONS, INC.
NOVEMBER 12, 1998
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