Registration No. 333-
_____________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
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 Number)
1100 H Street, N.W. 20080
Washington, D.C. (Zip Code)
(Address of registrant's Executive Offices)
1999 INCENTIVE COMPENSATION PLAN
(Full title of the 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)
_______________________________
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per unit (1) offering price (1) fee (1)
- ---------- ---------- -------------- ------------------ ------------
Common Stock, 1,000,000
$1 par value shares $25.2813/sh $25,281,300 $7,028.20
===============================================================================
(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 July 13, 1999.
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 plans described herein.
<PAGE>
PART I
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*This Registration Statement is filed by Washington Gas Light Company (the
"Company") relating to 1,000,000 shares of its common stock, par value $1.00 per
share (the "Common Stock").
The Common Stock is to be issued pursuant to the Company's 1999 Incentive
Compensation Plan (the "Plan"). The Common Stock could be issued pursuant to
stock options, performance stock, restricted stock, deferred stock, stock
granted as a bonus or in lieu of other awards or other stock based awards.
Pursuant to the instructions relating to Part I of Form S-8, documents
containing information specified in Part I, Items 1 and 2, are not included as
part of this Registration Statement, but will be sent or given to Plan
participants as specified in Rule 428(b)(1).
PART II
Item 3. Incorporation of Documents by Reference
The following documents previously filed with the Commission are
incorporated by reference in this Registration Statement
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended December
31, 1998.
3. The Company's Current Report on Form 8-K, dated October 13, 1998.
4. The Company's Current Report on Form 8-K, dated October 30, 1998.
5. The Company's Current Report on Form 8-K, dated November 4, 1998.
6. The Company's Current Report on Form 8-K, dated November 25, 1998.
7. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
8. The Company's Current Report on Form 8-K, dated June 28, 1999.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(c) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, are
incorporated by reference and are part of this Registration Statement from the
date of filing of such documents.
1
<PAGE>
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.
Certain legal matters in connection with the legality of the Common Stock
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 17,902 shares of the company's Common
Stock as of April 30, 1999.
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.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibits
----------- -----------------------------------------
4 Charter of the Company, as amended
(incorporated by reference to the
Company's Form S-3 filed July 21, 1995,
SEC File No. 033-61199)
5 Opinion of John K. Keane, Jr., Esquire.
10 1999 Incentive Compensation Plan,
incorporated by reference to the Company's
definitive proxy statement dated
January 25, 1999.
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.
2
<PAGE>
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; Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
(b) Filings incorporating subsequent Exchange Act Documents by
Reference.
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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.
3
<PAGE>
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.
4
<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 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 19th day of July, 1999.
-----------------------
WASHINGTON GAS LIGHT COMPANY
By JAMES H. DeGRAFFENREIDT, JR.*
------------------------------------
James H. DeGraffenreidt, Jr.
Chairman and Chief Executive Officer
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.
SIGNATURES TITLE DATE
---------- ------------------------- -------------
JAMES H. DeGRAFFENREIDT, JR.* Chairman of the Board and July 19, 1999
- ----------------------------- Chief Executive Officer
(James H. DeGraffenreidt, Jr.) and Director
JOSEPH M. SCHEPIS* President and Chief July 19, 1999
- ----------------------------- Operating Officer
(Joseph M. Schepis) and Director
FREDERIC M. KLINE Vice President, and July 19, 1999
- ----------------------------- Chief Financial Officer
(Frederic M. Kline) (Principal Financial Officer)
ROBERT E. TUORINIEMI* Controller July 19, 1999
- ----------------------------- (Principal
(Robert E. Tuoriniemi) Accounting Officer)
MICHAEL D. BARNES* Director July 19, 1999
- -----------------------------
(Michael D. Barnes)
FRED J. BRINKMAN* Director July 19, 1999
- -----------------------------
(Fred J. Brinkman)
DANIEL J. CALLAHAN, III* Director July 19, 1999
- -----------------------------
(Daniel J. Callahan, III)
ORLANDO W. DARDEN* Director July 19, 1999
- -----------------------------
(Orlando W. Darden)
MELVYN J. ESTRIN* Director July 19, 1999
- ------------------------------
(Melvyn J. Estrin)
PHILIP A. ODEEN* Director July 19, 1999
- ------------------------------
(Philip A. Odeen)
KAREN HASTIE WILLIAMS* Director July 19, 1999
- ------------------------------
(Karen Hastie Williams)
*By: FREDERIC M. KLINE
- ------------------------------
(Frederic M. Kline)
Attorney-in Fact)
5
<PAGE>
II-3
Exhibit No. Description of Exhibits
- ----------- ---------------------------------------------------
4 Charter of the Company as amended (incorporated by
reference to the Company's Form 10-Q for the quarter
ended June 30, 1993, 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
6
Exhibit No. 5
July 19, 1999
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 1,000,000 shares of Common Stock (the "Shares") and interests
pursuant to the Company's 1999 Incentive Compensation Plan (the "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
Plan, 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.
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 26,
1998, (except with respect to the matters discussed in Note 13 of the
consolidated financial statements, as to which the date is November 18, 1998)
included (or incorporated by reference) in Washington Gas Light Company's Form
10-K for the year ended September 30, 1998 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
July 16, 1999
Exhibit No. 24
POWER OF ATTORNEY
Washington Gas Light Company, for itself, and each person whose signature
appears below, appoints James H. DeGraffenreidt, Jr., Joseph M. Schepis,
Frederic M. Kline and John K. Keane, Jr., 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 1,000,000 shares of common stock
of Washington Gas Light Company and to execute and file all amendments and
post-effective amendments to the Registration Statement.
Date: March 31, 1999 WASHINGTON GAS LIGHT COMPANY
By: JAMES H. DeGRAFFENREIDT, JR.
---------------------------------------
(James H. DeGraffenreidt, Jr., Chairman
and Chief Executive Officer)
NAMES TITLE DATE
- ------------------------------ ------------------------- -------------
JAMES H. DeGRAFFENREIDT, JR. Chairman of the Board and March 31, 1999
- ------------------------------ Chief Executive Officer
(James H. DeGraffenreidt, Jr.) and Director
JOSEPH M. SCHEPIS President and Chief Operating March 31, 1999
- ------------------------------ Officer and Director
(Joseph M. Schepis)
FREDERIC M. KLINE Vice President, Treasurer and March 31, 1999
- ------------------------------ Chief Financial Officer
(Frederic M. Kline) (Principal Financial Officer)
ROBERT E. TUORINIEMI Controller March 31, 1999
- ------------------------------ (Principal Accounting Officer)
(Robert E. Tuoriniemi)
MICHAEL D. BARNES Director March 31, 1999
- ------------------------------
(Michael D. Barnes)
FRED J. BRINKMAN Director March 31, 1999
- ------------------------------
(Fred J. Brinkman)
DANIEL J. CALLAHAN, III Director March 31, 1999
- ------------------------------
(Daniel J. Callahan, III)
ORLANDO W. DARDEN
- ------------------------------ Director March 31, 1999
(Orlando W. Darden)
MELVYN J. ESTRIN Director March 31, 1999
- ------------------------------
(Melvyn J. Estrin)
PHILIP A. ODEEN Director March 31, 1999
- ------------------------------
(Philip A. Odeen)
KAREN HASTIE WILLIAMS Director March 31, 1999
- ------------------------------
(Karen Hastie Williams)
<PAGE>
EXHIBIT 24
CERTIFIED BOARD RESOLUTIONS
I, Douglas V. Pope, Secretary of Washington Gas Light Company ("Company"),
hereby certify that the following resolutions were adopted by the Company's
Board of Directors on March 31, 1999:
RESOLVED, That the general terms of the proposal outlined at this
meeting to issue up to 1,000,000 shares of authorized but unissued
Washington Gas Light Company ("Company") Common Stock, $1.00 par value
("Common Stock"), through the Company's 1999 Incentive Stock
Compensation Plan (the "Plan") is approved; and further
RESOLVED, That the Registration Statement on Form S-8 (the
"Registration Statement") presented to this meeting is approved and
adopted, and the officers of the Company are authorized to cause up to
1,000,000 shares of the Common Stock of the Company to be issued in
accordance with the provisions of the Plan as therein provided; and
further
RESOLVED, That James H. DeGraffenreidt, Jr., Joseph M. Schepis,
Frederic M. Kline, Shelley C. Jennings and Robert E. Tuoriniemi
("Authorized Officers"), and each of them, are authorized to execute
in the name and on behalf of the Company the Registration Statement
substantially in the form as presented to this meeting, and cause it
to be filed with the Securities and Exchange Commission, and with all
other appropriate governmental and private organizations; 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 James H. DeGraffenreidt, Jr.,
Joseph M. Schepis, John K. Keane, Jr., Frederic M. Kline, Shelley C.
Jennings and Robert E. Tuoriniemi 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 organization.
/s/ DOUGLAS V. POPE
__________________________
Douglas V. Pope
Secretary
Corporate Seal
