<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------
WASHINGTON GAS LIGHT COMPANY
(Exact name of registrant as specified in its charter)
District of Columbia and Virginia 53-0162882
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1100 H Street, NW
Washington, D.C. 20080
(703) 750-4440
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DOUGLAS V. POPE, Secretary
Washington Gas Light Company
1100 H Street, NW
Washington, D.C. 20080
(202) 624-6395
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
-------------
Copies to:
John H. Byington, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective Registration Statement for the same offering. [ ]
If this Form is post-effective amendment filed pursuant to Rule 462(e)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities to be Amount to price per offering registration
registered be registered share (1) price (1) fee
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1 par
value 2,300,000 shares $25.21875 $58,003,125 $17,111
=============================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c) solely for the purpose of determining the
registration fee, based on the average of the high and low prices of the Common
Stock on the NYSE on September 11, 1998.
---------------
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
Prospectus Subject to Completion, September 18, 1998
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 18, 1998.
<PAGE>
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.
2
<PAGE>
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.
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
3
<PAGE>
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 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
4
<PAGE>
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.
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.
5
<PAGE>
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.
6
<PAGE>
================================================================================
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer made by this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any underwriter, dealer or agent involved in the offering
described herein. This Prospectus is not an offer to sell, or a solicitation of
an offer to buy, by any person in any state in which it is unlawful for such
person to make such an offer or solicitation. Except as otherwise indicated by
the context, this Prospectus speaks as of its date and does not purport to
reflect any changes which may have occurred in the affairs of the Company
thereafter.
-------------------------
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
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 ............................. 6
Experts .................................... 6
</TABLE>
================================================================================
2,300,000 Shares
Washington Gas Light Company
Common Stock
Prospectus
Dated September 18, 1998
================================================================================
7
<PAGE>
Part II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
Item Amount
---- ------
<S> <C>
Registration Fee - Securities and Exchange Commission. $ 17,111
* Printing............................................... 30,000
* Legal Fees and Expenses................................ 75,000
* Accounting Fees........................................ 80,000
* Transfer Agent and Registrar........................... 4,000
* Other.................................................. 61,500
--------
Total $267,611
========
</TABLE>
* Estimated
Item 15. Indemnification of Directors and Officers.
The Bylaws of the Company provide for indemnification of officers and
directors against expenses, judgments, fines or amounts paid in settlement in
connection with actions, suits or proceedings by reason of being an officer or
director, except in relation to matters as to which the person is finally
adjudged to have knowingly violated the criminal law or be liable for willful
misconduct in the performance of the person's duty to the Company.
The Company carries a policy of insurance which, among other things,
provides for payment to the Company of sums expended pursuant to the Company's
Bylaws and indemnification for liability of officers and directors.
II-1
<PAGE>
Item 16. Exhibits.
Exhibits filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibits
- ---------- -----------------------
<S> <C>
1 -- Form of Underwriting Agreement (to be filed at a later date).
5 -- Opinion of John K. Keane, Jr., Esquire, re Legality.
23 (a) -- Consent of Arthur Andersen LLP.
23 (b) -- Consent of John K. Keane, Jr., Esquire (included in Exhibit No. 5).
24 -- Power of Attorney and Certified Board Resolutions.
</TABLE>
Exhibits incorporated herein by reference:
<TABLE>
<CAPTION>
Registration
Statement No.
Exhibit No. Description of Exhibit or Other Filing Exh. No.
- ---------- ---------------------- --------------- --------
<C> <S> <C> <C>
3.1 Charter of the Company Form S-3 filed July 21,
1995, File No. 033-61199 ..... 3
3.2 Bylaws of the Company Form 10-K for the year
1996, File No. 1-1483 ..... 3
</TABLE>
Item 17. Undertakings.
The undersigned registrant 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 thereof)which, individually or in the aggregate,
represent 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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the registration statement is on Form S-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining liability under the Securities Act of
1933, each such post-effective amendment that contains a form of prospectus
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.
(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.
II-2
<PAGE>
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 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
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 of this
registration statement, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, who is duly authorized
to sign, in the City of Washington, District of Columbia, on the 18th day of
September, 1998.
WASHINGTON GAS LIGHT COMPANY
By FREDERIC M. KLINE
----------------------------------------
(Frederic M. Kline, Vice President
and Treasurer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Names Title Date
----- ----- ----
<C> <S> <C>
PATRICK J. MAHER* Chairman of the Board
- ------------------------------ and Director September 18, 1998
(Patrick J. Maher)
JAMES H. DEGRAFFENREIDT, JR.* President and Chief
- ------------------------------ Executive Officer
(James H. DeGraffenreidt, Jr.) and Director September 18, 1998
FREDERIC M. KLINE Vice President and Treasurer
- ------------------------------ (Principal Financial
(Frederic M. Kline) Officer) September 18, 1998
ROBERT E. TUORINIEMI* Controller
- ------------------------------ (Principal Accounting
(Robert E. Tuoriniemi) Officer) September 18, 1998
MICHAEL D. BARNES* Director September 18, 1998
- ------------------------------
(Michael D. Barnes)
FRED J. BRINKMAN* Director September 18, 1998
- ------------------------------
(Fred J. Brinkman)
DANIEL J. CALLAHAN, III* Director September 18, 1998
- ------------------------------
(Daniel J. Callahan, III)
ORLANDO W. DARDEN* Director September 18, 1998
- ------------------------------
(Orlando W. Darden)
MELVYN J. ESTRIN* Director September 18, 1998
- ------------------------------
(Melvyn J. Estrin)
KAREN HASTIE WILLIAMS* Director September 18, 1998
- ------------------------------
(Karen Hastie Williams)
*By FREDERIC M. KLINE September 18, 1998
---------------------------
(Frederic M. Kline,
Attorney-in-Fact)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
Number Description
- ------ -----------
<C> <S> <C>
1 -- Form of Underwriting Agreement
(to be filed at a later date).
3.1 -- Charter of the Company (Incorporated by reference to Form S-3
dated July 21, 1995, File No. 033-61199)
3.2 -- Bylaws of the Company (Incorporated by reference to Form 10-K
for the year 1996, File No. 1-1483)
5 -- Opinion of John K. Keane, Jr., Esquire, re Legality.
23 (a) -- Consent of Arthur Andersen LLP
23 (b) -- Consent of John K. Keane, Jr., Esquire
(included in Exhibit No. 5).
24 -- Power of Attorney and Certified Board Resolutions.
</TABLE>
II-5
Exhibit 5
September 18, 1998
Securities and Exchange Commission
450 5th St., N.W.
Washington, DC 20549
Gentlemen:
As Senior Vice President and General Counsel of Washington Gas Light
Company ("Company"), I submit this opinion of counsel in connection with the
registration of 2,300,000 shares of the Company's common stock ("Common Stock").
Based upon my review and knowledge of applicable regulatory and corporate
action authorizing issuance of the Common Stock, it is my opinion that the
Common Stock will, when sold as contemplated by the Registration Statement, be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Opinions" in the prospectus included in the Registration Statement. In giving my
consent, I do not thereby admit that I am within the category of persons whose
consent is required by Section 7 of the Securities Act of 1933.
Sincerely,
JOHN K. KEANE, JR.
------------------
John K. Keane, Jr.
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 27,
1997 included in or incorporated by reference in Washington Gas Light Company's
Form 10-K for the year ended September 30, 1997 and to all references to our
Firm included in this registration statement 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.
ARTHUR ANDERSEN LLP
Washington, D.C.
September 18, 1998
POWER OF ATTORNEY Exhibit 24
Washington Gas Light Company, for itself, and each person whose signature
appears below, appoints Patrick J. Maher, James H. DeGraffenreidt, Jr., Joseph
M. Schepis, John K. Keane, Jr., and Frederic M. Kline, or any of them, as
attorneys-in-fact to execute in their respective names, and to file a
Registration Statement under the Securities Act of 1933 for the registration of
2,300,000 shares of Washington Gas Light Company common stock and to execute and
file all amendments and post-effective amendments to the Registration Statement.
WASHINGTON GAS LIGHT COMPANY
Date: July 29, 1998 By: JAMES H. DEGRAFFENREIDT, JR.
-------------------------------
James H. DeGraffenreidt, Jr.
President and Chief Executive Officer
<TABLE>
<CAPTION>
Names Title Date
----- ----- ----
<S> <C> <C>
PATRICK J. MAHER
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(Patrick J. Maher) Chairman of the Board July 29, 1998
JAMES H. DEGRAFFENREIDT, JR.
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(James H. DeGraffenreidt, Jr.) President and Chief Executive July 29, 1998
Officer
FREDERIC M. KLINE
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(Frederic M. Kline) Vice President and Treasurer July 29, 1998
(Principal Financial Officer)
ROBERT E. TUORINIEMI
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(Robert E. Tuoriniemi) Controller July 29, 1998
MICHAEL D. BARNES
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(Michael D. Barnes) Director July 29, 1998
FRED J. BRINKMAN
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(Fred J. Brinkman) Director July 29, 1998
DANIEL J. CALLAHAN, III
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(Daniel J. Callahan, III) Director July 29, 1998
ORLANDO W. DARDEN
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(Orlando W. Darden) Director July 29, 1998
MELVYN J. ESTRIN
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(Melvyn J. Estrin) Director July 29, 1998
KAREN HASTIE WILLIAMS
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(Karen Hastie Williams) Director July 29, 1998
</TABLE>
<PAGE>
CERTIFIED BOARD RESOLUTIONS
I, Douglas V. Pope, Secretary of Washington Gas Light Company, hereby
certify that the following resolutions were adopted by the Company's Board of
Directors on July 29, 1998:
RESOLVED, that the Company issue up to 2,300,000 shares of the Company's
Common Stock (Shares), the exact number to be issued to be determined by
decision of a majority of the Executive Committee of the Board of Directors; and
further
RESOLVED, that the Chairman of the Board, the President and Chief Executive
Officer; the Executive Vice President and Chief Operating Officer and the Vice
President and Treasurer (Authorized Officers) of Washington Gas Light Company
(Company), and each of them, are authorized, in the name and on behalf of the
Company, to execute and file a Registration Statement with the Securities and
Exchange Commission for the registration of the Shares under the Securities Act
of 1933 (Registration Statement) substantially in the form and substance as
presented to this meeting, with such changes as the Authorized Officers, with
the advice of counsel, may deem necessary or advisable; and further
RESOLVED, That the Company, each member of the Company's Board of Directors
and each of the Authorized Officers are authorized to execute a power of
attorney appointing each of Patrick J. Maher, James H. DeGraffenreidt, Jr.,
Joseph M. Schepis, Frederic M. Kline and John K. Keane, Jr., as
attorneys-in-fact (attorneys-in-fact) to execute the Registration Statement and
cause it to be filed with the Securities and Exchange Commission and with all
other appropriate governmental and private organizations.
DOUGLAS V. POPE
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Douglas V. Pope
