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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WASHINGTON GAS LIGHT COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DISTRICT OF COLUMBIA AND VIRGINIA 53-0162882
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
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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)
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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. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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Unsecured Notes.................. $144,000,000 $144,000,000 $40,032
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(1) Estimated solely for the purpose of calculating the registration fee.
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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.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
PROSPECTUS FILED AS PART OF THIS REGISTRATION STATEMENT WILL BE USED AS A
COMBINED PROSPECTUS IN CONNECTION WITH THIS REGISTRATION STATEMENT AND
REGISTRATION STATEMENT NUMBER 333-18965. IN THIS CONNECTION, $81,000,000
PRINCIPAL AMOUNT OF WASHINGTON GAS LIGHT COMPANY SECURITIES REMAINING REGISTERED
AND UNISSUED UNDER REGISTRATION STATEMENT NO. 333-18965 ARE BEING CARRIED
FORWARD. THE AMOUNT OF THE FILING FEE ASSOCIATED WITH SUCH SECURITIES THAT WAS
PREVIOUSLY PAID IS $24,545.45 WITH RESPECT TO REGISTRATION STATEMENT NUMBER
333-18965. THE COMPANY MAY CONTINUE TO ISSUE SECURITIES UNDER REGISTRATION
STATEMENT NO. 333-18965 UNTIL THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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PROSPECTUS
$225,000,000
[WASHINGTON GAS LOGO]
Medium-Term Notes, Series E
WASHINGTON GAS LIGHT COMPANY
1100 H STREET, NW
WASHINGTON, DC 20080
703.750.4440
TERMS OF SALE
The terms for each note that are not specified in this prospectus will be
included in a pricing supplement. We will receive between $224,662,500 and
$223,312,500 of the proceeds from the sale of the notes, after paying the agents
commissions of between $337,500 and $1,687,500. We may sell the notes at one or
more times. Some or all of the following terms will apply to the notes:
- - Unsecured debt
- - Mature one year or more from date of issue
- - Priced at 100% of face value, unless otherwise specified
- - Fixed or floating interest rate. The floating interest rate formula may be
based on:
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- - CD rate - Commercial paper rate
- Federal Funds effective
- - LIBOR rate
- - Prime rate - Treasury rate
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- - Certificate or book-entry form
- - Subject to redemption and repurchase at option of Washington Gas or holder
- - Interest paid on fixed rate notes on March 15 and September 15
- - Interest paid on floating rate notes monthly, quarterly, semi-annually, or
annually
- - Minimum denominations of $1,000, increased in multiples of $1,000
We urge you to carefully read this prospectus and the pricing supplement, which
will describe the specific terms of the offering, before you make your
investment decision.
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.
SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
THE WILLIAMS CAPITAL GROUP, L.
P.
The date of this Prospectus is , 1999.
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TABLE OF CONTENTS
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WHERE YOU CAN FIND MORE INFORMATION......................... 2
THE COMPANY................................................. 2
PRICING SUPPLEMENT.......................................... 2
USE OF PROCEEDS............................................. 3
RATIO OF EARNINGS TO FIXED CHARGES.......................... 3
DESCRIPTION OF THE NOTES.................................... 3
General................................................... 3
Redemption................................................ 3
Repurchase................................................ 4
Book-Entry Notes -- Registration, Transfer, and Payment of
Interest and Principal................................. 4
Book-Entry Notes -- Method of Repurchase.................. 5
Interest Rate............................................. 5
General................................................ 5
Fixed Rate Notes....................................... 6
Floating Rate Notes.................................... 6
Events of Default......................................... 11
Remedies.................................................. 11
Covenants, Consolidation, Merger, etc..................... 12
Modification of Indenture................................. 12
Defeasance................................................ 13
Regarding the Indenture Trustee........................... 13
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES.............. 13
United States Holders..................................... 14
Non-United States Holders................................. 16
Backup Withholding........................................ 17
PLAN OF DISTRIBUTION........................................ 17
LEGAL OPINIONS.............................................. 18
EXPERTS..................................................... 18
GLOSSARY.................................................... 18
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at the following locations: Room 1024, 450 Fifth
Street, NW, Washington, D.C. 20549; Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, Suite
1300, New York, N.Y. 10048. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from our web site at http://www.washgas.com or at the SEC web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until we sell all the notes. This prospectus is part of a registration statement
we filed with the SEC.
- - The Company's Annual Report on Form 10-K for the year ended September 30,
1998.
- - The Company's Quarterly Report on Form 10-Q for the quarter ended December 31,
1998.
- - The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
You should rely only on the information incorporated by reference or provided in
this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. We are not making an offer of these notes in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
THE COMPANY
The company and its distribution subsidiary are public utilities that deliver
natural gas through a nearly 22,000-mile distribution system to nearly 850,000
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. We have been engaged in the gas distribution
business for more than 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.
The unregulated activities of the company and its subsidiaries include the
following:
- - selling natural gas in competition with unregulated marketers and unregulated
marketing subsidiaries of other utility companies;
- - providing commercial energy services by designing and renovating mechanical
heating, ventilating and air conditioning systems; and
- - financing gas appliances and certain other equipment for residential and small
commercial customers.
PRICING SUPPLEMENT
The pricing supplement for each offering of notes will contain the specific
information and terms for that offering. The pricing supplement may also add,
update, or change information contained in this prospectus. It is important for
you to consider the information contained in this prospectus and the pricing
supplement in making your investment decision.
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USE OF PROCEEDS
We expect to use the net proceeds from the sale of these notes for three primary
purposes:
- - the refunding of maturing long-term debt and satisfaction of sinking fund
requirements;
- - the refunding of higher-coupon long-term debt as market conditions permit; and
- - for general corporate purposes, including capital expenditures, acquisition of
property, working capital requirements, and retirement of short-term debt.
If the proceeds will be used for refunding long-term debt, the particulars of
that debt will be set forth in a pricing supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The Ratio of Earnings to Fixed Charges for the twelve-month period ended each
date is as follows:
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PERIOD ENDED RATIO (TIMES)
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9/30/95 4.2x
9/30/96 5.3x
9/30/97 4.8x
9/30/98 3.9x
3/31/99 3.8x
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For current information on the Ratio of Earnings to Fixed Charges, please see
our most recent Form 10-K and 10-Q. See Where You Can Find More Information.
DESCRIPTION OF THE NOTES
GENERAL
We will issue the notes under an indenture dated September 1, 1991 and
supplemented on September 1, 1993, between ourselves and The Bank of New York,
as Trustee. This prospectus briefly outlines some of the indenture provisions.
If you would like more information on these provisions, please review the
indenture and its supplement that we filed with the SEC. See Where You Can Find
More Information on how to locate the indenture and its supplement. You may also
review the indenture at the Trustee's offices at 101 Barclay Street, New York,
New York.
The indenture does not limit the amount of notes that we may issue. Each series
of notes may have different terms. For current information on our debt
outstanding, see our most recent Forms 10-K and 10-Q. See Where You Can Find
More Information.
The notes are unsecured and will rank equally with all our unsecured and
non-subordinated indebtedness, unless the notes are themselves subordinated. As
of March 31, 1999, we have $39 million of secured bonds outstanding under a
Mortgage and Deed of Trust, dated January 1, 1933.
The indenture for these unsecured notes provides that we will not issue any new
bonds under our Mortgage and Deed of Trust without making sure that all of our
unsecured notes are secured equally with the debt secured by that Mortgage and
Deed of Trust.
The notes will be denominated in U.S. dollars and we will pay principal and
interest in U.S. dollars. We anticipate that the notes will be "book-entry,"
represented by a permanent global note registered in the name of The Depository
Trust Company ("DTC"), or its nominee. However, we reserve the right to issue
notes in certificated form registered in the name of the noteholders.
In the discussion that follows, whenever we talk about paying principal on the
notes, we mean at maturity, redemption, or repurchase. Also, in discussing the
time for notices and how the different interest rates are calculated, all times
are New York City times, unless otherwise noted.
The following terms may apply to each note as specified in the applicable
pricing supplement and the note.
REDEMPTION
We may sell notes that are redeemable at our option. Notes may be redeemable in
whole or in part in increments of $1,000 upon no more than 60 and not less than
30 days prior notice. If we do not redeem all the notes of a series or
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tranche at one time, the Trustee will select the notes to be redeemed by lot,
pro-rata.
REPURCHASE
We may sell notes that give you the right to cause us to repurchase them. We
will repurchase the notes in whole or in part in increments of $1,000. The
method for repurchases differs for book-entry and certificated notes. See
Book-Entry Notes -- Method of Repurchase and Certificated Notes -- Method of
Repurchase, below, for a thorough discussion.
BOOK-ENTRY NOTES -- REGISTRATION, TRANSFER, AND PAYMENT OF INTEREST AND
PRINCIPAL
Except under the circumstances described below, the notes will be issued in the
form of a global note that will be deposited with DTC, New York, New York. This
means that we will not issue certificates to each holder. One global note will
be issued to DTC who will keep a computerized record of its participants (for
example, your broker) whose clients have purchased the notes. The participant
will then keep a record of its clients who purchased the notes. Unless it is
exchanged in whole or in part for a certificate note, a global note may not be
transferred, except that DTC, its nominees, and their successors may transfer a
global note as a whole to one another.
Beneficial interests in global notes will be shown on, and transfers of global
notes will be made only through, records maintained by DTC and its participants.
DTC has provided us the following information: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code, and a "clearing agency" registered under the
provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds
securities that its participants ("Direct Participants") deposit with DTC. DTC
also records the settlement among Direct Participants of securities
transactions, such as transfers and pledges in deposited securities, through
computerized records for Direct Participant's accounts. This eliminates the need
to exchange certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations.
DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a Direct
Participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc., and the National Association
of Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and the
Trustee will treat DTC's nominee as the owner of the global notes for all
purposes. Accordingly, we, the Trustee, and any paying agent will have no direct
responsibility or liability to pay amounts due on the global notes to owners of
beneficial interests in the global notes.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit Direct Participants' accounts on the payment date according
to their respective holdings of beneficial interests in the global notes as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to Direct Participants whose accounts are credited
with notes on a record date, by using an omnibus proxy. Payments by participants
to owners of beneficial interests in the global notes, and voting by
participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with notes held
for the account of customers registered in "street name." However, payments will
be the responsibility of the participants and not of DTC, the Trustee or us.
DTC management is aware that some computer applications, systems, and the like
for processing data ("Systems") that are dependent upon
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calendar dates, including dates before, on, or after January 1, 2000, may
encounter "Year 2000 Problems." DTC has informed its Participants and other
members of the financial community that it has developed and is implementing a
program so that its Systems, as the same relate to the timely payment of
distributions (including principal and income payments) to security holders,
book-entry deliveries, and settlement of trades within DTC, continue to function
appropriately. This program includes a technical assessment and a remediation
plan, each of which is complete, and a testing phase, which is expected to be
completed within appropriate time frames.
However, DTC's ability to perform properly its services is also dependent upon
other parties, including, but not limited to, issuers and their agents, as well
as third party vendors from whom DTC licenses software and hardware, and third
party vendors on whom DTC relies for information or the provision of services,
including telecommunication and electric utility service providers, among
others. DTC has informed the industry that it is contacting (and will continue
to contact) third party vendors from which DTC acquires services to: (i) impress
upon them the importance of such services being Year 2000 compliant; and (ii)
determine the extent of their efforts of Year 2000 remediation (and, as
appropriate, testing) of their services. In addition, DTC is in the process of
developing such contingency plans as it deems appropriate.
DTC has established a Year 2000 Project Office and will provide information
concerning DTC's Year 2000 compliance to persons requesting such information.
The address is as follows: The Depository Trust Company, Year 2000 Project
Office, 55 Water Street, New York, NY 10041. Telephone numbers for the DTC Year
2000 Project Office are (212) 855-8068 and (212) 855-8881. In addition,
information concerning DTC's Year 2000 compliance can be obtained from its web
site at the following address: http://www.dtc.org.
According to DTC, the foregoing information with respect to DTC has been
provided to the industry for informational purposes only and is not intended to
serve as a representation, warranty, or contract modification of any kind.
Notes represented by a global note will be exchangeable for certificate notes
with the same terms in authorized denominations only if:
- - DTC notifies us that it is unwilling or unable to continue as depositary or if
DTC ceases to be a clearing agency registered under applicable law and a
successor depositary is not appointed by us within 90 days; or
- - we determine not to require all of the notes of a series to be represented by
a global note and notify the Trustee of our decision.
BOOK-ENTRY NOTES -- METHOD OF REPURCHASE
Participants, on behalf of the owners of beneficial interests in the global
notes, may exercise any repurchase option by delivering written notice to our
paying agent at least 30, but no more than 60, days prior to the date of
repurchase. The paying agent must receive notice by 5:00 p.m. on the last day
for giving notice. Procedures for the owners of beneficial interests in global
notes to notify their participants of their desire to have their note
repurchased will be governed by the customary practices of the participant. The
written notice to the paying agent must state the principal amount to be
repurchased. It is irrevocable and a duly authorized officer of the participant
(with signatures guaranteed) must sign it.
INTEREST RATE
General
We have provided a Glossary at the end of this prospectus to define the
capitalized words used in discussing the interest rates payable on the notes.
The interest rate on the notes will either be fixed or floating. The interest
paid will include interest accrued to, but excluding, the date of maturity,
redemption or repurchase. Interest is generally payable to the person in whose
name the note is registered at the close of business on the record date before
each interest payment date. Interest payable at maturity, redemption,
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or repurchase, however, will be payable to the person to whom principal is
payable.
The first interest payment on any note originally issued between a record date
and interest payment date or on an interest payment date will be made on the
interest payment date after the next record date. Interest payments, other than
those payable at maturity, redemption or repurchase will be paid, at our option,
by check or wire transfer.
Fixed Rate Notes
If we issue Fixed Rate Notes, the pricing supplement will designate the fixed
rate of interest payable on the note. Interest will be paid March 15 and
September 15, and upon maturity, redemption or repurchase. If any payment date
falls on a day that is not a Business Day, payment will be made on the next
Business Day and no additional interest will be paid. The record dates for such
notes will be March 1 (for interest to be paid on March 15) and September 1 (for
interest to be paid on September 15). Interest payments will be the amount of
interest accrued to, but excluding, each March 15 and September 15. Interest
will be computed using a 360-day year of twelve 30-day months.
Floating Rate Notes
General
Each floating rate note we issue will have an interest rate formula. The formula
may be based on:
- - the commercial paper rate;
- - the prime rate;
- - the CD rate;
- - the federal funds rate;
- - the LIBOR;
- - the Treasury rate; or
- - another interest rate index.
A pricing supplement will also indicate the Spread and/or Spread Multiplier, if
any. In addition, any floating rate note may have a maximum or minimum interest
rate limitation.
Upon request, the Calculation Agent will provide the current interest rate and,
if different, the interest rate which will become effective on the next Interest
Reset Date.
Date of Interest Rate Change. The interest rate on each floating rate note may
be reset daily, weekly, monthly, quarterly, semi-annually, or annually. The
Interest Reset Date will be:
- - for notes which reset daily, each Business Day;
- - for notes (other than Treasury rate notes) which reset weekly, the Wednesday
of each week;
- - for Treasury rate notes which reset weekly, the Tuesday of each week;
- - for notes which reset monthly, the third Wednesday of each month;
- - for notes which reset quarterly, the third Wednesday of March, June, September
and December;
- - for notes which reset semi-annually, the third Wednesday of the two months of
each year indicated in the applicable pricing supplement; and
- - for notes which reset annually, the third Wednesday of the month of each year
indicated in the applicable pricing supplement.
The initial interest rate or interest rate formula on each note effective until
the first Interest Reset Date will be shown in a pricing supplement. Thereafter,
the interest rate will be the rate determined on the next Interest Determination
Date, as explained below. Each time a new interest rate is determined, it will
become effective on the subsequent Interest Reset Date. If any Interest Reset
Date is not a Business Day, then the Interest Reset Date will be postponed to
the next Business Day. However, in the case of a LIBOR note, if the next
Business Day is in the next calendar month, the Interest Reset Date will be the
immediately preceding Business Day.
When Interest Rate Is Determined. The Interest Determination Date for the
Commercial Paper Rate and the CD Rate will be the second Business Day preceding
each Interest Reset
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Date. The Interest Determination Date for the Prime Rate and the Federal Funds
Rate will be the Business Day immediately preceding each Interest Reset Date;
and the Interest Determination Date for LIBOR will be the second London Banking
Day preceding each Interest Reset Date.
The Interest Determination Date for Treasury rate notes will be the day of the
week in which the Interest Reset Date falls on which Treasury bills would
normally be auctioned. Treasury bills are usually sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on Tuesday. However, the auction may be held on the preceding
Friday. If an auction is held on the preceding Friday, that day will be the
Interest Determination Date pertaining to the Interest Reset Date occurring in
the next week. If an auction date falls on any Interest Reset Date then the
Interest Reset Date will instead be the first Business Day immediately following
the auction date.
When Interest Is Paid. Interest is paid as follows:
- - for notes which reset daily or weekly, on the third Wednesday of March, June,
September and December;
- - for notes which reset monthly, on the third Wednesday of each month or on the
third Wednesday of March, June, September and December (as indicated in the
applicable pricing supplement);
- - for notes which reset quarterly, on the third Wednesday of March, June,
September, and December;
- - for notes which reset semi-annually, on the third Wednesday of the two months
specified in the applicable pricing supplement;
- - for notes which reset annually, on the third Wednesday of the month specified
in the applicable pricing supplement; and
- - at maturity, redemption or repurchase.
If interest is payable on a day which is not a Business Day, payment will be
postponed to the next Business Day. However, for LIBOR notes, if the next
Business Day is in the next calendar month, interest will be paid on the
preceding Business Day.
The record date will be 15 calendar days prior to each day interest is paid,
whether or not such day is a Business Day unless otherwise indicated on the
pricing supplement.
The interest payable will be the amount of interest accrued to, but excluding,
the interest payment date. If the interest payment date is also a day that
principal is due, the interest payable will include interest accrued to, but
exclude, the date of maturity, redemption or repurchase.
The accrued interest for any period is calculated by multiplying the principal
amount of a note by an accrued interest factor. The accrued interest factor is
computed by adding the interest factor calculated for each day in the period to
the date for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards if necessary, as described below) is
computed by dividing the interest rate (expressed as a decimal rounded upwards
if necessary) applicable to such date by 360, unless the notes are Treasury rate
notes, in which case it will be divided by the actual number of days in the
year.
All percentages resulting from any calculation of floating rate notes will be
rounded, if necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544%
(or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts
used in or resulting from such calculation will be rounded to the nearest cent
(with one-half cent being rounded upwards).
Commercial Paper Rate Notes
Each commercial paper rate note will bear interest at the rate (calculated with
reference to the Commercial Paper Rate and the Spread and/or Spread Multiplier,
if any) specified on the commercial paper rate note and in a pricing supplement.
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"Commercial Paper Rate" means, with respect to any Commercial Paper Interest
Determination Date, the Money Market Yield (calculated as described below) of
the rate on such date for commercial paper having the Index Maturity specified
in the applicable pricing supplement as published in H.15(519) under the heading
"Commercial Paper -- Nonfinancial."
The following procedures will occur if the rate cannot be set as described
above:
- - If that rate is not published in H.15(519) prior to 9:00 A.M. on the
Calculation Date, then the Commercial Paper Rate will be the rate on the
applicable Commercial Paper Rate Interest Determination Date for commercial
paper having the Index Maturity specified in the applicable pricing supplement
as published in H.15 Daily Update (as hereinafter defined), or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption "Commercial Paper -- Nonfinancial."
- - If the applicable rate is not published in H.15 (519), H.15 Daily Update, or
other recognized electronic source by 3:00 P.M. on the related Calculation
Date, the Commercial Paper Rate for that Commercial Paper Interest
Determination Date will then be calculated by the Calculation Agent in the
following manner.
- - The Commercial Paper Rate will be calculated as the Money Market Yield of the
average for the offered rates, as of 11:00 A.M., on that date, of three
leading dealers of commercial paper in New York selected by the Calculation
Agent for commercial paper having the applicable Index Maturity placed for an
industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized rating agency.
- - Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
Prime Rate Notes
Each prime rate note will bear interest at the rate (calculated with reference
to the Prime Rate and the Spread and/or Spread Multiplier, if any) specified on
the prime rate note and in a pricing supplement.
"Prime Rate" means, with respect to any Prime Rate Interest Determination Date,
the rate set forth on such date in H.15(519) under the heading "Bank Prime
Loan."
The following procedures will occur if the rate cannot be set as described
above:
- - If that rate is not published in H.15(519) prior to 3:00 P.M. on the
Calculation Date, then the Prime Rate will be the average (rounded upwards, if
necessary, to the next higher one-hundred thousandth of a percentage point) of
the rates of interest publicly announced by each bank that appear on the
Reuters Screen USPRIME 1 Page as its prime rate or base lending rate as in
effect for that Prime Rate Interest Determination Date.
- - If fewer than four, but more than one, rates appear on the Reuters Screen
USPRIME 1 Page, the Prime Rate will be the average of the prime rates (quoted
on the basis of the actual number of days in the year divided by a 360-day
year) as of the close of business on the Prime Rate Interest Determination
Date by four major money center banks in New York selected by the Calculation
Agent.
- - If fewer than two rates appear, the Prime Rate shall be determined on the
basis of the rates furnished in New York by the appropriate number of
substitute banks or trust companies organized and doing business under the
laws of the United States, or any State thereof, having total equity capital
of at least $500 million and being subject to supervision or examination by a
Federal or State authority, as selected by the Calculation Agent.
- - Finally, if the banks are not quoting as mentioned above, the rate of interest
in effect for the applicable period will be the same as
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the rate of interest in effect for the prior interest reset period.
CD Rate Notes
Each CD rate note will bear interest at the rate (calculated with reference to
the CD Rate and the Spread and/or Spread Multiplier, if any) specified on the CD
rate note and in a pricing supplement.
"CD Rate" means, with respect to any CD Rate Interest Determination Date, the
rate on that date for negotiable certificates of deposit having the Index
Maturity specified in a pricing supplement as published in H.15(519) under the
heading "CDs (Secondary Market)."
The following procedures will occur if the rate cannot be set as described
above:
- - If that rate is not published in H.15(519) prior to 3:00 P.M. on the
Calculation Date, then the CD Rate will be the rate on the applicable CD Rate
Interest Determination Date for negotiable United States dollar certificates
of deposit of the Index Maturity specified in the applicable pricing
supplement as published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the
caption "CDs (secondary market)."
- - If that rate is not published in H.15(519), H.15 Daily Update or other
recognized electronic source by 3:00 P.M., on that Calculation Date, the CD
Rate for that CD Interest Determination Date shall be calculated by the
Calculation Agent as follows:
- - The CD Rate will be calculated as the average of the secondary market offered
rates, as of 10:00 A.M., of three leading nonbank dealers of negotiable U.S.
dollar certificates of deposit in New York selected by the Calculation Agent
for negotiable certificates of deposit of major United States money market
banks with a remaining maturity closest to the Index Maturity specified in the
applicable pricing supplement in a denomination of $5,000,000.
- - Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
Federal Funds Rate Notes
Each federal funds rate note will bear interest at the rate (calculated with
reference to the Federal Funds Rate and the Spread and/or Spread Multiplier, if
any) specified on the federal funds effective rate note and in a pricing
supplement. "Federal Funds Effective Rate" means, with respect to any Federal
Funds Effective Interest Determination Date, the rate on such date for Federal
Funds as published in H.15(519) prior to 11:00 A.M. under the heading "Federal
Funds (Effective)."
The following procedures will occur if the rate cannot be set as described
above:
- - If that rate is not published in H.15(519) on the Calculation Date, then the
Federal Funds Effective Rate will be the rate on the applicable as published
in H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption "Federal Funds
(Effective)".
- - If that rate is not published in H.15(519), H.15 Daily Update or other
recognized electronic source by 3:00 P.M., the Federal Funds Effective Rate
for that Federal Funds Effective Interest Determination Date will be
calculated by the Calculation Agent as follows:
- - The Federal Funds Effective Rate will be the average of the rates, as of 11:00
A.M. on that date, for the last transaction in overnight Federal Funds
arranged by three leading brokers of federal funds transactions in New York
selected by the Calculation Agent.
- - Finally, if fewer than three brokers are quoting as mentioned above, the rate
of interest in effect for the applicable period will be the same as the rate
of interest in effect for the prior interest reset period.
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LIBOR Notes
Each LIBOR note will bear interest at the rate (calculated with reference to
LIBOR and the Spread and/or Spread Multiplier, if any) specified on the LIBOR
note and in a pricing supplement.
The Calculation Agent will determine LIBOR as follows:
With respect to any LIBOR Interest Determination Date, LIBOR will be determined
by either:
- - The average of the offered rates for deposits of not less than $1,000,000 in
U.S. dollars having the Index Maturity specified in the applicable pricing
supplement, beginning on the second Business Day immediately after that date,
that appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on
that date, if at least two offered rates appear on the Reuters Screen LIBO
Page; or
- - The rate for deposits in U.S. dollars having the Index Maturity designated in
the applicable pricing supplement, beginning on the second London Business Day
immediately after such date, that appears on the Telerate Page 3750 as of
11:00 A.M., London time, on that date.
If neither Reuters Screen LIBO Page nor Telerate Page 3750 is specified in a
pricing supplement, LIBOR will be determined as if Telerate Page 3750 had been
specified.
In the case where (1) above applies, if fewer than two offered rates appear on
the Reuters Screen LIBO Page, or, in the case where (2) above applies, if no
rate appears on the Telerate Page 3750, LIBOR for that date will be determined
as follows:
LIBOR will be determined based on the rates at approximately 11:00 A.M., London
time, on that LIBOR Interest Determination Date at which deposits of not less
than $1,000,000 in U.S. dollars having the applicable Index Maturity are offered
to prime banks in the London interbank market by four major banks in the London
interbank market selected by the Calculation Agent for a single transaction in
such market at such time (a "Representative Amount"). The offered rates must
begin on the second Business Day immediately after that LIBOR Interest
Determination Date.
The Calculation Agent will request the principal London office of each such bank
to provide a quotation of its rate. If at least two such quotations are
provided, LIBOR for such date will be the average of such quotations.
- - If fewer than two quotations are provided, LIBOR for that date will be the
average of the rates quoted at approximately 11:00 A.M., New York City time,
on such date by three major banks in New York, selected by the Calculation
Agent. The rates will be for loans in U.S. dollars to leading European banks
having the specified Index Maturity beginning on the second Business Day after
that date and in a Representative Amount.
- - Finally, if fewer than three banks are quoting as mentioned, the rate of
interest in effect for the applicable period will be the same as the rate of
interest in effect for the prior interest reset period.
Treasury Rate Notes
Each Treasury rate note will bear interest at the rate (calculated with
reference to the Treasury Rate and the Spread and/or Spread Multiplier, if any)
specified on the Treasury rate note and in a pricing supplement.
"Treasury Rate" means, with respect to any Treasury Interest Determination Date,
the rate for the most recent auction of direct obligations of the United States
("Treasury bills") having the Index Maturity specified in the applicable pricing
supplement as published in H.15(519) under the heading "U.S. Government
Securities/Treasury Bills/Auction Average (Investment)."
The following procedures will occur if the rate cannot be set as described
above:
- - If that rate is not published in H.15(519) by 9:00 A.M. on the applicable
Calculation Date, the rate will be the auction average rate (expressed as a
bond equivalent, on the
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basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) for such auction as otherwise announced by the United States Department
of the Treasury.
- - If the results of the auction of Treasury bills having the applicable Index
Maturity are not published in H.15(519) by 9:00 A.M., or otherwise published
or reported as provided above by 3:00 P.M., on the Calculation Date, or if no
auction is held in a particular week, then the Treasury Rate shall be
calculated by the Calculation Agent as follows:
- - The rate will be calculated as a yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the average of the secondary market bid rates as
of approximately 3:30 P.M. on the Treasury Interest Determination Date, of
three leading primary United States government securities dealers in New York
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the specified Index Maturity.
- - Finally, if fewer than three dealers are quoting as mentioned, the rate of
interest in effect for the period will be the same as the rate of interest in
effect for the prior interest reset period.
EVENTS OF DEFAULT
"Event of Default" means one of the following:
1. failure to pay any interest on any note of any series within sixty days after
it becomes due and payable;
2. failure to pay any principal of or premium on any note of any such series
within three business days after it becomes due and payable;
3. failure to perform any other requirements in the notes, or in their
indenture, for 60 days after notice of failure, either from the trustee or
from holders of 33% of the principal amount outstanding of notes in the
series;
4. certain events of bankruptcy, insolvency or reorganization; and
5. any other Event of Default specified in the indenture for this series.
An Event of Default for a particular series of notes does not necessarily
constitute an Event of Default for any other series of notes issued under the
indenture.
REMEDIES
If an Event of Default shall have occurred and be continuing, then either the
trustee or the holders of at least 33% in principal amount of the affected
series may require us to repay the entire principal amount of that series
immediately. If more than one series is affected, then either the trustee or the
holders of at least 33% in principal amount of all these series, considered as
one class, and not the holders of any one series, may require us to repay the
entire amount of all the affected series.
If an Event of Default shall have occurred and be continuing, the holders of a
majority in principal amount of the affected series will have the right to
direct the time, method and place of conducting proceedings for any remedy, or
the exercising of any power, available to the trustee. If more than one series
is affected, the holders of a majority in aggregate principal amount of the
outstanding notes of all such series, considered as one class, will have that
right. No such direction may be in conflict with any rule of law or with the
indenture, and must not involve the trustee in personal liability in
circumstances where reasonable indemnity could not be adequate. The trustee may
take any other action it deems proper that is not inconsistent with such
direction.
The right of a holder to institute a proceeding is subject to certain conditions
precedent, but each holder has an absolute right to receive payment of principal
and premium, if any, and interest, if any, when due and to institute suit for
the enforcement of any such payment.
The trustee must, within 90 days after the occurrence of any default, give the
affected note holders notice of any default known to it, unless the default is
cured or waived. However, if the default is in the payment of principal,
premium, or interest, the trustee may withhold such
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notice if the trustee determines that doing so is in the holders' best interest.
Furthermore, if the Event of Default is as specified in item 3 under "Events of
Default," no notice shall be given to holders until at least 75 days after the
event occurs.
We will be required to furnish annually to the trustee a statement as to our
performance of certain obligations under the indenture and as to any default in
such performance.
COVENANTS, CONSOLIDATION, MERGER, ETC.
We will keep the property that we use in our business in good working order, and
will improve it as necessary to conduct our business properly. Except as
described in the next paragraph, we will also maintain our corporate existence,
rights, and franchises necessary to conduct our business properly.
We will not consolidate with or merge into any other corporation, nor will we
transfer or lease our property as an entirety to any other entity, unless the
following conditions are met:
- - the successor corporation or acquiring entity expressly assumes, by
supplemental indenture, the responsibility for punctual payment of the
principal, premium, and interest on all the indenture securities and the
performance of all of the covenants of the Company under the Indenture;
- - immediately after the transaction no Event of Default, and nothing that could
become an Event of Default after notice and lapse of time, will have occurred
and be continuing; and
- - we will have delivered to the trustee a legal opinion as provided for in the
indenture.
MODIFICATION OF INDENTURE
We may, without the consent of any holders, enter into one or more supplemental
indentures with the trustee for any of the following purposes:
- - to evidence succession and the assumption by the successor of our covenants in
the indenture and the notes;
- - to add to the covenants for the benefit of the holders of all or any series of
notes, or to surrender any right or power given us by the indenture;
- - to add any additional Events of Default with respect to all or any series of
notes outstanding under the indenture;
- - to change or eliminate any provision of the indenture or to add any new
provision to the indenture; provided that if such change, elimination or
addition will materially and adversely affect the interests of the holders of
notes of any such series, elimination or addition will become effective only
when there are no notes of such series remaining outstanding under the
indenture;
- - to provide collateral security for the notes issued under the indenture;
- - to establish the form or terms of any series of notes as permitted by the
indenture;
- - to evidence and provide for the acceptance of appointment of an additional or
successor trustee;
- - to provide for the procedures required to permit the use of a noncertificated
system of registration for any series of notes;
- - to change any place where (1) the principal, premium, if any, and interest,
are payable, (2) notes may be surrendered for registration of transfer, (3)
notes may be surrendered for exchange and (4) notices and demands on us may be
served; or
- - to cure any ambiguity or inconsistency or to make any other provisions with
respect to matters and questions arising under the indenture, provided such
provisions shall not adversely affect the interests of the holders of notes of
any series in any material respect.
Without limiting what we have said before, if the Trust Indenture Act of 1939,
as amended, is amended after the date of the indenture to require changes to the
indenture, we and the trustee may, without your consent, enter into one or more
supplemental indentures to effect or reflect the changes.
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The consent of the holders of not less than a majority in principal amount of
the indenture notes of all series then outstanding, considered as one class, is
required for the purpose of adding any provisions to, or changing in any manner
or eliminating any of the provisions of, the current indenture, pursuant to a
new indenture or supplemental indenture. However, if less than all of the series
outstanding under the indenture are directly affected by a supplemental
indenture, then the consent only of the holders of a majority in aggregate
principal amount of the notes of all series so directly affected, considered as
one class, will be required. Furthermore, if the notes of any series shall have
been issued in more than one tranche and if the proposed supplemental indenture
shall directly affect the rights of the holders of notes of one or more, but
less than all, of such tranches, then the consent only of the holders of a
majority in aggregate principal amount of the outstanding notes of all tranches
so directly affected, considered as one class, shall be required.
In no case will we, without your consent, do any of the following:
- - change the stated maturity of, or any installment of principal of or the rate
of interest on (or the amount of any installment of interest on), any note, or
reduce its principal or redemption premium, or change the amount payable upon
acceleration of a discount note or method of calculating its rate of interest,
or otherwise modify certain terms of payment of its principal, interest or
premium,
- - reduce the percentage in principal amount of the notes outstanding under such
series required to consent to any supplemental indenture or waiver under the
current indenture or to reduce the requirements for quorum and voting, or
- - modify certain of the provisions in the indenture relating to supplemental
indentures, waivers of certain covenants and waivers of past defaults.
A supplemental indenture that changes or eliminates any covenant or other
provision of the current indenture solely for the benefit of one or more
particular series shall not affect the rights of any other note holders.
DEFEASANCE
For purposes of the indenture, we are allowed to repay our debt of any series by
depositing money or Government Obligations (as described in the indenture)
sufficient to pay, when due, the principal, premium, and interest due on the
notes.
Before we can defease any notes, we are obligated to obtain a legal opinion that
the defeasance will be tax free to the holders of the notes.
REGARDING THE INDENTURE TRUSTEE
The Bank of New York, our trustee for the notes and for our secured debt,
extends credit to us, along with other banks, under revolving credit agreements.
From time to time we have 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 our common
stock and preferred stock.
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
This section describes the material United States federal income and estate tax
consequences of the ownership and disposition of notes as of the date hereof.
Except where noted, this section deals only with notes held as capital assets by
initial purchasers, excluding those in special situations, such as dealers in
securities, financial institutions, individual retirement or other tax-deferred
accounts, tax-exempt organizations, insurance companies, persons who will hold
notes as a hedge against currency risk, persons who will hold notes as part of a
straddle with other investments or who have otherwise hedged the risk of
ownership of the notes, or United States Holders (as defined below) whose
"functional currency" is not the U.S. dollar. Furthermore, the discussion below
is based upon provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), and regulations, rulings and judicial decisions there-
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under as of the date hereof, and such authorities may be repealed, revoked or
modified so as to result in federal income tax consequences different from those
discussed below.
UNITED STATES HOLDERS
As used herein, a "United States Holder" of a note means a holder that is (i) a
citizen or resident of the United States, (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
any political subdivision thereof, (iii) an estate the income of which is
subject to United States federal income taxation regardless of its source or
(iv) a trust the administration of which is subject to the primary supervision
of a court within the United States and for which one or more United States
persons have the authority to control all substantial decisions. A "Non-United
States Holder" is a holder of a note that is not a United States Holder.
Payments of Interest. Except as set forth below, interest on a note will
generally be taxable to a United States Holder as ordinary income at the time it
is paid or accrued in accordance with the holder's method of accounting for
federal income tax purposes.
Original Issue Discount. A note will be treated as having been issued with
"original issue discount" ("OID") if the excess of its "stated redemption price
at maturity" over its "issue price" (for these purposes the first price at which
a substantial amount of the notes are sold to the public) equals or exceeds a de
minimis amount (0.25 percent of the stated redemption price at maturity
multiplied by the number of complete years to maturity). (Notes issued with OID
shall be referred to as "OID notes.") For this purpose, "stated redemption price
at maturity" means the sum of all payments under the notes other than "qualified
stated interest" payments. In general, "qualified stated interest" includes
stated interest that is unconditionally payable at least annually at a single
fixed rate or in the case of a note that is a "variable rate debt instrument" at
a single "qualified floating rate or objective rate".
In general, a note will be a "variable rate debt instrument" only if (i) the
issue price of the note does not exceed its principal amount by more than the
lesser of (a) 15 percent of the principal amount and (b) 1.5 percent of the
principal amount multiplied by the number of complete years to maturity and (ii)
the interest rate on the instrument is comprised of one or more qualified
floating rates, a single fixed rate and one or more qualified floating rates, a
single objective rate, or a single fixed rate and a single objective rate that
is a qualified inverse floating rate (each as defined in applicable
regulations). (Qualified stated interest also includes interest calculated at
certain other variable rates on variable rate debt instruments.)
A multiple of a variable rate does not constitute a qualified floating rate
unless it is a fixed multiple that is greater than 0.65 but not more than 1.35,
or is the product of a floating rate and such a fixed multiple increased or
decreased by a fixed rate. Similarly, a variable rate does not constitute a
qualified floating rate if it is subject to a cap, floor or governor unless such
device: (1) is fixed throughout the term of the debt instrument or (2) is not
reasonably expected as of the issue date to cause the yield of the debt
instrument to be significantly less or more, as the case may be, than the
expected yield determined without such device.
Unless the notes are issued with stated interest that is entirely qualified
stated interest, all payments or portions of payments of stated interest that do
not constitute qualified stated interest are treated as a part of the stated
redemption price at maturity of the notes. Any such notes may therefore possess
OID subject to the consequences described herein, even if the issue price of the
notes equals (or exceeds) the principal amount of such Notes.
United States Holders are required to include OID in income in advance of the
receipt of some or all of the related cash payments. For OID notes having a term
in excess of one year, OID will be included in income currently as interest as
it accrues over the life of the note under a formula based upon the compounding
of interest at a rate that provides for a constant yield to maturity. Under this
formula, United
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States Holders must include in income increasingly greater amounts of OID in
successive accrual periods.
The company is required to report the amount of OID accrued on OID notes held of
record by persons other than corporations and other exempt holders; however, the
amount reported by the company may not equal the amount of OID required to be
included in income by a holder that is not an initial purchaser of the notes or
that does not purchase the notes at their issue price.
In the event that the company determines to issue notes that are OID notes
(including certain notes not denominated in U.S. dollars or providing for
contingent payments) and the United States federal income tax consequences of
such features would be material to United States Holders, notice thereof and
additional information will be provided in the appropriate supplement hereto.
Short-Term Notes. In the case of notes with a maturity of not more than one
year ("short-term notes"), all payments (including all stated interest however
calculated) will be included in the stated redemption price at maturity and,
thus, United States Holders will be taxable on OID in lieu of stated interest.
Accrual method United States Holders and certain other United States Holders,
including banks and dealers in securities, are required to include OID on a
short-term note in income as it accrues either on a straight-line basis or, if
the holder so elects, under the constant yield method. In general, individuals
and other cash method United States Holders are not required to include OID in
income as it accrues unless they elect to do so. In the case of an individual or
cash method holder who does not elect to include OID on a short-term note in
income as it accrues, however, any gain realized on the disposition of a
short-term note will be treated as ordinary income to the extent of the OID
accrued on a straight-line basis (or, if elected, on a constant yield basis).
Furthermore, such a non-electing holder will be required to defer deductions for
a portion of the holder's interest expenses attributable to any indebtedness
incurred or maintained to purchase or carry such short-term notes, in an amount
not exceeding the deferred interest income, until the deferred interest income
is recognized. In the case of a holder who includes OID on a short-term note in
income as it accrues, the amount so included will be added to the holder's tax
basis in the short-term note.
Election to treat all interest as OID. Subject to certain limitations, United
States Holders (including holders that are not initial purchasers) may elect to
include all interest that accrues on a note by using the constant yield method.
For this purpose, "interest" includes both OID (including OID on short-term
notes and de minimis OID) and stated interest (as such may be adjusted by
amortization of premium and acquisition premium, see "Amortization of Premium"
below). If the holder so elects with respect to a note that has been purchased
at a premium (as opposed to merely an acquisition premium), this election is
also treated as an election under the amortizable bond premium provisions,
described below, and the electing holder will be required to amortize bond
premium currently for all his other debt instruments with amortizable bond
premium. This election is to be made in the taxable year in which the holder
acquired the note and may not be revoked without the consent of the Internal
Revenue Service ("IRS").
Amortization of Premium. On December 30, 1997, final regulations were issued
relating to the United States federal income tax treatment of amortizable bond
premium. The final regulations are effective for debt instruments acquired on or
after March 2, 1998. However, if a holder makes an election to amortize bond
premium for the taxable year containing March 2, 1998, or any subsequent taxable
year, the regulations apply to debt instruments held on or after the first day
of the taxable year in which the election is made. The final regulations
generally apply to debt instruments issued at a premium. Certain instruments,
however, including certain instruments providing for contingent payments, are
excluded from the application of the final regulations. The following discussion
reflects the final regulations.
A note may be considered to have been issued at a "premium" to the extent that
the United
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States Holder's tax basis in the note immediately after purchase exceeds the sum
of all amounts, other than qualified stated interest, payable on the note after
the purchase date. A holder generally may elect to amortize the premium over the
remaining term of the Note on a constant yield method. The amount amortized in
any year will be treated as a reduction of the holder's interest income from the
Note. For any note that is a "variable rate debt instrument," amortization is
implemented by constructing an "equivalent fixed rate instrument," as provided
in applicable regulations. The amount amortized in any year reduces both the
holder's adjusted tax basis in the note and interest income from the note. Under
the final regulations, any excess bond premium allocable to an accrual period is
deductible by the holder for that accrual period. The amount deductible,
however, is limited by the amount of the holder's prior income inclusions on the
instrument, and any excess is carried forward to the next accrual period. In
addition, in the case of instruments that have alternative payment schedules
that are predicated on the unilateral exercise of an option by the issuer or the
holder, the amount of bond premium that is amortizable in an accrual period is
calculated by assuming that both the issuer and the holder will exercise or not
exercise options in a manner that maximizes the holder's yield. Thus, under the
final regulations, a holder may be required to amortize bond premium by
reference to the stated maturity, even if it appears likely that the note will
be called. The final regulations also contain certain rules applicable if such
contingency occurs or fails to occur contrary to the assumption utilized.
Unamortized premium will decrease the gain or increase the loss otherwise
recognized on disposition of the note.
A note purchased for an amount that exceeds its issue price but not the sum of
all amounts other than qualified stated interest payable on the note after the
purchase date possesses "acquisition premium." In that event, the amount of OID
otherwise includable on the note will be reduced over the term of the note
through amortization of the acquisition premium. Alternatively, a United States
Holder may elect to compute OID accruals by using the holder's purchase price,
rather than the issue price, using the constant yield method for accruing the
discount. Such an election may not be revoked unless approved by the IRS.
Sale, Exchange and Retirement of Notes. Upon the sale, exchange or retirement of
a note, a United States Holder will recognize gain or loss equal to the
difference between the amount realized upon the sale, exchange or retirement and
the adjusted tax basis of the note. A United States Holder's tax basis in a note
will, in general, equal the United States Holder's cost for the note, increased
by OID included in income and reduced by any amortized premium and any payments
on the note other than qualified stated interest payments. Except as otherwise
described under "Short-Term Notes," above, such gain or loss will be capital
gain or loss and will be long-term capital gain or loss for notes held for more
than one year at the time of disposition. Net capital gains of individuals are,
under certain circumstances, taxed at lower rates than items of ordinary income.
A United States Holder's ability to offset capital losses against ordinary
income is limited.
NON-UNITED STATES HOLDERS
Non-United States Holders will not be subject to United States federal income
taxes, including withholding taxes, on the interest income (including any OID)
on, or gain from the sale or disposition of, any note provided that (1) the
interest income or gain is not effectively connected with the conduct by the
Non-United States Holder of a trade or business within the United States, (2)
the Non-United States Holder is not a controlled foreign corporation related to
the Company through stock ownership, (3) with respect to any gain, the Non-
United States Holder, if an individual, is not present in the United States for
183 days or more during the taxable year and (4) the Non-United States Holder
provides the correct certification of his status (which may generally be
satisfied by providing an IRS Form W-8 certifying that the beneficial owner is
not a United States Holder and providing the name and address of the beneficial
owner).
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An individual holder of a note who is not a citizen or resident of the United
States at the time of the holder's death will not be subject to United States
federal estate tax as a result of the holder's death, as long as any interest
received on the note, if received by the holder at the time of the holder's
death, would not be effectively connected with the conduct of a trade or
business by such individual in the United States.
BACKUP WITHHOLDING
In general, if a non-corporate United States holder fails to furnish a correct
taxpayer identification number or certification of foreign or other exempt
status, fails to report dividend and interest income in full, or fails to
certify that such holder has provided a correct taxpayer identification number
and is not subject to backup withholding, a 31 percent federal backup
withholding tax may be withheld on amounts paid to the holder. An individual's
taxpayer identification number is his or her social security number. The backup
withholding tax is not an additional tax and may be credited against a holder's
regular federal income tax liability or refunded by the IRS where applicable.
Non-United States Holders generally are exempt from backup withholding provided,
if necessary, they demonstrate their qualification for exemption.
THE UNITED STATES FEDERAL INCOME AND ESTATE TAX DISCUSSION SET FORTH ABOVE IS
INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A
HOLDER'S PARTICULAR SITUATION. PERSONS CONSIDERING THE PURCHASE, OWNERSHIP, OR
DISPOSITION OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE
TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE
EFFECTS OF CHANGES IN UNITED STATES OR OTHER TAX LAWS.
PLAN OF DISTRIBUTION
We are offering the notes on a continuous basis through the agents named on the
cover of this prospectus (the "Agents"), who have agreed to use reasonable best
efforts to solicit purchases of the notes. Initial purchasers may propose
certain terms of the notes, but we will have the sole right to accept offers to
purchase notes and may reject proposed purchases in whole or in part. Each Agent
will also have the right, in its discretion reasonably exercised and without
notice to us, to reject any proposed purchase of notes in whole or in part. We
will pay each Agent a commission ranging from .150% to .750% of the principal
amount of notes sold through such Agent, depending upon stated maturity or the
effective maturity as dictated by combinations of options or other provisions
found in the pricing supplement. Commissions on notes with a stated maturity or
effective maturity greater than 30 years will be negotiated at the time of sale.
We may sell notes directly to investors on our own behalf. In these cases, no
commission or discount will be paid or allowed. In addition, we may accept (but
not solicit) offers from additional agents for the sale of particular notes;
provided that any such solicitation and sale of notes shall be on terms
substantially similar (including the same commission schedule) as agreed to by
the Agents. Such additional agents will be named in the applicable pricing
supplement.
We may also sell notes to an Agent as principal. Unless otherwise specified in
an applicable pricing supplement, any note sold to an Agent as principal will be
purchased by such Agent at a price equal to 100% of the principal amount
thereof, less a percentage equal to the commission applicable to an agency trade
of identical stated maturity. Notes may be resold by an Agent to investors or
other purchasers from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined by such Agent at the time of sale, or may be sold to certain dealers
as described below. After the initial public offering of notes to be resold to
investors or other purchasers, the
17
<PAGE> 20
public offering price (in the case of notes to be resold at a fixed offering
price), the concession and discount may be changed. In addition, any Agent may
sell notes to any dealer at a discount and, unless otherwise specified in an
applicable pricing supplement, such discount allowed to any dealer will not be
in excess of the discount to be received by the Agent from us.
No note will have an established trading market when issued. The notes will not
be listed on any securities exchange. The Agents may make a market in the notes,
but the Agents are not obligated to do so and may discontinue any market-making
at any time without notice. There can be no assurance of a secondary market for
any notes, or that the notes will be sold.
Each Agent, whether acting as agent or principal, may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). We have agreed to indemnify the Agents against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Agents may be required to make in respect thereof. Each of the
Agents and certain of their affiliates engage in transactions with and perform
services for us and our affiliates in the ordinary course of business.
LEGAL OPINIONS
Certain legal matters in connection with the legality of the notes 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. The legality of any notes will be passed upon for agents,
underwriters or dealers by Winthrop, Stimson, Putnam & Roberts, New York, N.Y.
EXPERTS
The financial statements and schedules for the year ended September 30, 1998
incorporated by reference in this prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
GLOSSARY
Set forth below are definitions of some of the terms used in this Prospectus.
"BUSINESS DAY" means any day other than a Saturday or Sunday that (a) is not a
day on which banking institutions in Washington, DC, or in New York, New York,
are authorized or obligated by law or executive order to be closed, and (b) with
respect to LIBOR Notes only, is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.
"CALCULATION AGENT" means the entity chosen by us to perform the duties related
to interest rate calculation and resets for floating rate notes.
"CALCULATION DATE" means the date on which the Calculation Agent calculates an
interest rate for a floating rate note, which will be one of the following:
- - "PRIME RATE" -- tenth day after the related Prime Rate Interest Date or, if
such day is not a Business Day, the next Business Day.
- - "CD RATE" -- tenth day after the related CD Rate Interest Determination Date
or, if such day is not a Business Day, the next Business Day.
- - "COMMERCIAL PAPER RATE" -- tenth day after the related Commercial Paper Rate
Interest Determination Date or, if such day is not a Business Day, the next
Business Day.
- - "LIBOR" -- the LIBOR Interest Determination Date.
- - "TREASURY RATE" -- tenth day after the related Treasury Rate Interest
Determination Date or, if such day is not a Business Day, the next Business
Day.
18
<PAGE> 21
- - "FEDERAL FUNDS EFFECTIVE RATE" -- tenth day after the related Federal Funds
Effective Rate Interest Determination Date or, if such day is not a Business
Day, the next Business Day.
"H.15(519)" means the weekly statistical release designated as H.15(519), or any
successor publication, published by the Board of Governors of the Federal
Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available through the
world-wide-web site of the Board of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update or any successor site or
publication.
"INDEX MATURITY" means, with respect to a floating rate note, the period to
maturity of the note on which the interest rate formula is based, as indicated
in the applicable pricing supplement.
"INTEREST DETERMINATION DATE" means the date as of which the interest rate for a
floating rate note is to be calculated, to be effective as of the following
Interest Reset Date and calculated on the related Calculation Date (except in
the case of LIBOR which is calculated on the related LIBOR Interest
Determination Date). The Interest Determination Dates will be indicated in the
applicable pricing supplement and in the note.
"INTEREST RESET DATE" means the date on which a floating rate note will begin to
bear interest at the variable interest rate determined on any Interest
Determination Date. The Interest Reset Dates will be indicated in the applicable
pricing supplement and in the note.
"MONEY MARKET YIELD" is the yield (expressed as a percentage rounded upwards, if
necessary, to the next higher one-hundred-thousandth of a percentage point)
calculated in accordance with the following formula:
<TABLE>
<S> <C> <C>
DX360
Money Market Yield= ---------- X100
360-(DXM)
</TABLE>
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
"REUTERS SCREEN LIBO PAGE" means the display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace the LIBO
page on that service for the purpose of displaying London interbank offered
rates of major banks).
"REUTERS SCREEN USPRIME 1 PAGE" means the display designated as page USPRIME 1
on the Reuters Monitor Money Rates Service (or such other page as may replace
the USPRIME 1 page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).
"SPREAD" means the number of basis points specified in the applicable pricing
supplement as being applicable to the interest rate for a floating rate note.
"SPREAD MULTIPLIER" means the percentage specified in the applicable pricing
supplement as being applicable to the interest rate for a floating rate note.
"TELERATE PAGE 3750" means the display designated as page "3750" on the Telerate
Service (or such other page as may replace the 3750 page on that service or such
other service or services as may be nominated by the British Bankers Association
for the purpose of displaying London interbank offered rates for U.S. dollar
deposits).
19
<PAGE> 22
[WASHINGTON GAS LOGO]
$225,000,000
MEDIUM-TERM NOTES, SERIES E
---------------
PROSPECTUS
May , 1999
---------------
SALOMON SMITH BARNEY
BANC ONE CAPITAL MARKETS, INC.
MERRILL LYNCH & CO.
PAINEWEBBER INCORPORATED
THE WILLIAMS CAPITAL GROUP, L.P.
You should rely only on the information contained or incorporated by reference
in this prospectus and any pricing supplement. We have not authorized anyone to
provide you with different information.
We are not offering the notes in any state where the offer is not permitted.
We do not claim the accuracy of the information in this prospectus and any
pricing supplement as of any date other than the dates stated on their
respective covers.
<PAGE> 23
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
ITEM AMOUNT
---- ------
<S> <C>
Registration Fee............................................ $ 40,032
* Printing.................................................. 13,000
* Trustee Fees.............................................. 2,500
* Legal Fees and Expenses................................... 48,000
* Accounting Fees........................................... 12,500
* Rating Agency Fees........................................ 19,000
* Other..................................................... 57,500
========
Total: $192,532
</TABLE>
- ---------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS, OFFICERS AND GENERAL COUNSEL.
On June 27, 1973, the Board of Directors adopted a change in the Bylaws of
the Company to include indemnification of an officer or director in order to
indemnify each against expenses, judgments, fines or amounts paid in settlement
in the case of actions, suits or proceedings (but expenses only in the case of a
suit by or in the right of the Company) by reason of being a director or
officer, if action was taken in good faith and in a manner reasonably believed
to be in or not opposed to the best interest of 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, directors and the general
counsel.
ITEM 16. EXHIBITS.
Exhibits filed herewith:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBITS
- ------- -----------------------
<S> <C>
1 -- Form of Distribution 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.
25 -- Statement of Eligibility and Qualification of the Trustee
for the Unsecured Notes on Form T-1.
</TABLE>
II-1
<PAGE> 24
Exhibits incorporated herein by reference:
<TABLE>
<CAPTION>
REGISTRATION
EXHIBIT STATEMENT NO. EXHIBIT
NO. DESCRIPTION OF EXHIBIT OR OTHER FILING NO.
- ------- ---------------------- --------------- -------
<C> <S> <C> <C>
3.1 Charter of the Company Form 10-K for the year 1990, File
No. 1-1483......................... 3
3.2 Bylaws of the Company Form 10-Q for the quarter ended
March 31, 1999, File No. 1-1483.... 3
4.1 Indenture dated Sept. 1, 1991 Form 8-K dated September 9, 1991 in
between the Company and The Bank of File No. 1-1483.................... 4
New York
4.2 Supplemental Indenture to Indenture Form 8-K dated September 1, 1993 in
dated Sept. 1, 1991 between the File No. 1-1483.................... 4
Company and The Bank of New York
4.3 Form of Indenture for the Unsecured Form 8-K dated September 19, 1991
Notes in File No. 1-1483................. 4.1
4.4 Form of Unsecured Notes Form 8-K dated September 19, 1991
in File No. 1-1483................. 4.2/4.3
12.1 Computation of Ratio of Earnings to Form 10-K for the year 1998, File
Fixed Charges for the Fiscal Years No. 1-1483......................... 12.0
Ended September 30, 1998, 1997,
1996 and 1995
12.2 Computation of Ratio of Earnings to Form 10-Q for the quarter ended
Fixed Charges for the 12 Months March 31, 1999, File No. 1-1483.... 99.0
Ended March 31, 1999
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, 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 this 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 this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement,
including (but not limited to) any addition or deletion of a managing
underwriter (other than as provided in the instruction to Item 512(a)(1) of
Regulation S-K);
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is
II-2
<PAGE> 25
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 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 herein, 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 of
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the 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 (and,
where applicable, each filing of any employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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.
Insofar as indemnification for liability 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 above 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 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 Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 26
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 27TH DAY OF MAY
1999.
WASHINGTON GAS LIGHT COMPANY
By: /s/ FREDERIC M. KLINE
------------------------------------
(FREDERIC M. KLINE, VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER)
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
----- ----- ----
<S> <C> <C>
/s/ JAMES H. DEGRAFFENREIDT, JR.* Chairman of the Board and May 27, 1999
- --------------------------------------------------- Chief Executive Officer and
(JAMES H. DEGRAFFENREIDT, JR.) Director
/s/ JOSEPH M. SCHEPIS* President and Chief Operating May 27, 1999
- --------------------------------------------------- Officer and Director
(JOSEPH M. SCHEPIS)
/s/ FREDERIC M. KLINE Vice President and Chief May 27, 1999
- --------------------------------------------------- Financial Officer
(FREDERIC M. KLINE) (Principal Financial Officer)
/s/ ROBERT E. TUORINIEMI* Controller May 27, 1999
- --------------------------------------------------- (Principal Accounting
(ROBERT E. TUORINIEMI) Officer)
/s/ MICHAEL D. BARNES* Director May 27, 1999
- ---------------------------------------------------
(MICHAEL D. BARNES)
/s/ FRED J. BRINKMAN* Director May 27, 1999
- ---------------------------------------------------
(FRED J. BRINKMAN)
/s/ DANIEL J. CALLAHAN, III* Director May 27, 1999
- ---------------------------------------------------
(DANIEL J. CALLAHAN, III)
/s/ ORLANDO W. DARDEN* Director May 27, 1999
- ---------------------------------------------------
(ORLANDO W. DARDEN)
/s/ MELVYN J. ESTRIN* Director May 27, 1999
- ---------------------------------------------------
(MELVYN J. ESTRIN)
/s/ PHILIP A. ODEEN* Director May 27, 1999
- ---------------------------------------------------
(PHILIP A. ODEEN)
</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>
NAMES TITLE DATE
----- ----- ----
<S> <C> <C>
/s/ KAREN HASTIE WILLIAMS* Director May 27, 1999
- ---------------------------------------------------
(KAREN HASTIE WILLIAMS)
*By: FREDERIC M. KLINE May 27, 1999
- ---------------------------------------------------
(FREDERIC M. KLINE,
ATTORNEY IN FACT)
</TABLE>
<PAGE> 28
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C> <C>
1 -- Form(s) 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.
25 -- Statement of Eligibility and Qualification of the Trustee
for the Unsecured Notes on Form T-1.
</TABLE>
<PAGE> 1
Exhibit 5
May 27, 1999
Securities and Exchange Commission
450 - 5th Street, NW
Washington, D.C. 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 Statement on Form S-3 ("Registration Statement") for registration
of $144,000,000 of the Company's Securities.
Based upon my review and knowledge of applicable regulatory and corporate
action authorizing issuance of the Securities, it is my opinion that the
Securities will, when sold as contemplated by the Registration Statement, be
legally issued, fully paid, non-assessable and, binding obligations of the
Company.
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.
<PAGE> 1
EXHIBIT 23a
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 matter discussed in Note 13 of the consolidated
financial statements, as to which the date is November 18, 1998) included in 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.
May 25, 1999
<PAGE> 1
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 form, terms and provisions of the proposed
registration statement on Form S-3 ("Registration Statement"), including
a prospectus, relating to the registration by Washington Gas Light
Company ("Company") under the Securities Act of 1933, as amended (the
"Act"), of $225,000,000 principal amount of Debt Securities ("Debt
Securities"), a draft of which was presented to this meeting, are
approved in all respects; and that the Chairman of the Board and Chief
Executive Officer; the President and Chief Operating Officer, the Senior
Vice President and General Counsel; the Vice President and Chief
Financial Officer, the Treasurer and the Controller of the Company
("Authorized Officers"), and each of them, are authorized, in the name
and on behalf of the Company, to execute and file the Registration
Statement substantially in the form of the draft presented to this
meeting, with such changes as the Authorized Officers may, with the
advice of counsel, deem necessary or advisable, and to execute and
deliver any and all amendments and supplements thereto, including
post-effective amendments, and approve any supplement to the prospectus
therein contained, as they, 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 James H. DeGraffenreidt, Jr., Joseph M.
Schepis, John K. Keane, Jr., Frederic M. Kline, Shelley C. Jennings and
Robert E. Tuoriniemi, and each of them individually, as attorneys-in-fact
(attorneys-in-fact) to execute the Registration Statement, and any
amendment thereto, and cause it to be filed with the Securities and
Exchange Commission and with all other appropriate governmental and
private organizations.
Corporate Seal DOUGLAS V. POPE
-------------------------
Douglas V. Pope
Secretary
<PAGE> 1
Exhibit 25
========================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
WASHINGTON GAS LIGHT COMPANY
(Exact name of obligor as specified in its charter)
District of Columbia and Virginia 53-0162882
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1100 H Street, NW
Washington, D.C. 20080
(Address of principal executive offices) (Zip code)
-------------
Unsecured Notes
(Title of the indenture securities)
========================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------
Name Address
- ---------------------------------------------------------
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 3rd day of May, 1999.
THE BANK OF NEW YORK
By: /s/ MICHELE L. RUSSO
-------------------------
Name: MICHELE L. RUSSO
Title: ASSISTANT TREASURER
<PAGE> 4
Exhibit 7
- --------------------------------------------------------------------------
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1998, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
in Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin..................... $3,951,273
Interest-bearing balances.............................................. 4,134,162
Securities:
Held-to-maturity securities............................................ 932,468
Available-for-sale securities.......................................... 4,279,246
Federal funds sold and Securities purchased under agreements to resell.... 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned
income...............37,861,802
LESS: Allowance for loan and
lease losses............619,791
LESS: Allocated transfer risk
reserve........................3,572
Loans and leases, net of unearned income, allowance, and reserve....... 37,238,439
Trading Assets............................................................ 1,551,556
Premises and fixed assets (including capitalized leases).................. 684,181
Other real estate owned................................................... 10,404
Investments in unconsolidated subsidiaries and associated companies....... 196,032
Customers' liability to this bank on acceptances outstanding.............. 895,160
Intangible assets......................................................... 1,127,375
Other assets.............................................................. 1,915,742
---------------
Total assets.............................................................. $60,077,664
===============
LIABILITIES
Deposits:
In domestic offices.................................................... $27,020,578
Noninterest-bearing..........................................11,271,304
Interest-bearing.............................................15,749,274
In foreign offices, Edge and Agreement subsidiaries, and IBFs.......... 17,197,743
Noninterest-bearing.............................................103,007
Interest-bearing.............................................17,094,736
Federal funds purchased and Securities sold under agreements to
repurchase.............................................................. 1,761,170
Demand notes issued to the U.S.Treasury................................... 125,423
Trading liabilities....................................................... 1,625,632
Other borrowed money:
With remaining maturity of one year or less............................ 1,903,700
With remaining maturity of more than one year through three years...... 0
With remaining maturity of more than three years....................... 31,639
Bank's liability on acceptances executed and outstanding.................. 900,390
Subordinated notes and debentures......................................... 1,308,000
Other liabilities......................................................... 2,708,852
---------------
Total liabilities......................................................... 54,583,127
===============
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
EQUITY CAPITAL
Common stock.............................................................. 1,135,284
Surplus................................................................... 764,443
Undivided profits and capital reserves.................................... 3,542,168
Net unrealized holding gains (losses) on available-for-sale securities.... 82,367
Cumulative foreign currency translation adjustments....................... ( 29,725)
---------------
Total equity capital...................................................... 5,494,537
---------------
Total liabilities and equity capital...................................... $60,077,664
===============
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
A. Reyni
Gerald L. Hassell ] Directors
Alan R. Griffith
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