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Registration Nos. 333-83185
333-01469
333-01471
SECURITIES AND EXCHANGE COMMISSION
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WGL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Virginia
(State of Incorporation)
52-2210912
(I.R.S. Employer Identification No.)
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1999 Incentive Compensation Plan
Long-Term Incentive Compensation Plan
Directors' Stock Compensation Plan
(Full Titles of the Plans)
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John K. Keane, Jr.
Senior Vice President and General Counsel
WGL Holdings, Inc.
1100 H Street, NW; Washington, DC 20080
(202) 624-6505
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices and agent for service)
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Copy to:
Gerald J. Laporte, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, NW
Washington, DC 20004
(202) 637-6528
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also serves as a post-effective amendment to the Registrant's
Registration Statement on Form S-8, Registration
Nos. 333-01469, 333-01471
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the offering and rule of shares
of common stock, no par value, pursuant to
1) The WGL Holdings, Inc. 1999 Incentive Compensation Plan, which were
originally registered on Form S-8 by Washington Gas Light Company (File
No. 333-83185).
2) The WGL Holdings, Inc. Directors' Stock Compensation Plan, which were
originally registered on Form S-8 by Washington Gas Light Company
(File No. 333-01471).
3) The WGL Holdings, Inc. Long-Term Incentive Compensation Plan, which were
originally registered on Form S-8 by Washington Gas Light Company
(File No. 333-01469).
WGL Holdings, Inc. will succeed Washington Gas Light Company as registrant of
the effective registration statements under which these shares were originally
registered. The registration fees in respect of the common stock were paid at
the time of the original filings of the Registration Statements on Form S-8 by
Washington Gas Light Company.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Document(s) containing information specified by Part I of this Form S-8
Registration Statement (the "Registration Statement") have been or will be sent
or given to participants in the Plans as specified in Rule 428(b)(1) under the
Securities Act of 1933 (Securities Act). Such document(s) are not being filed
with the Securities and Exchange Commission (SEC) but constitute (along with
the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
WGL Holdings, Inc. will file annual, quarterly and current reports,
proxy statements and other information with the SEC. Prior to WGL Holdings,
Inc. becoming the holding company for Washington Gas Light Company ("Washington
Gas"), reports were filed by Washington Gas under the name "Washington Gas
Light Company."
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 registration statement, 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
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1934 until all of the shares under the 1999 Incentive Compensation Plan, the
Long-Term Incentive Compensation Plan, and the Directors' Stock Compensation
Plan have been issued:
- WGL's Annual Report on Form 10-K for the year ended September 30, 1999;
- WGL's Quarterly Reports on Form 10-Q for the quarters ended December 31,
1999, March 31, 2000 and June 30, 2000;
- WGL's Current Report on Form 8-K dated December 30, 1999, January 6,
2000, February 23, 2000, June 3, 2000, June 28, 2000 and October 16, 2000;
- Description of the Common Stock under the captain "Proposal No. 3
Approval of the Share Exchange and Formation of the Holding
Company-Capital Stock" in the Proxy Statement and Prospectus contained
in WGL Holdings' Registration Statement on Form S-4 (Reg. No. 333-96017),
filed with the SEC on February 2, 2000, as incorporated by reference in
the Registration Statement on Form 8-A of WGL Holdings, Inc. filed with
the SEC on October 6, 2000, including any amendment or report for the
purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. EXPERTS
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The following description of indemnification allowed under Virginia
statutory law is a summary rather than a complete description. Reference is
made to Sections 13.1-692.1 and 13.1-700.11 of the Virginia Annotated Code,
which is incorporated herein by reference, and the following summary is
qualified in its entirety by such reference.
Section 13.1-692.1 of the Virginia Stock Corporation Act, as amended
(the "Virginia Code"), places a limitation on the liability of officers and
directors of a corporation in any proceeding brought by or in the right of the
corporation or brought by or on behalf of shareholders of the corporation. The
damages asserted against an officer or director arising out of a single
transaction, occurrence, or course of conduct shall not exceed the greater of
$100,000 or the amount of cash compensation received by the officer or director
from the corporation during the 12 months immediately preceding the act or
omission for which liability was imposed. The statute also authorizes the
corporation, in its articles of incorporation or, if approved by the
shareholders, in its bylaws, to provide for a different specific monetary limit
on, or to eliminate entirely, liability. The liability of an officer or
director shall not be limited if the officer or director engaged in willful
misconduct or a knowing violation of the criminal law or any federal or state
securities law.
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Virginia Code Section 13.1-700.11 permits a court, upon application of a
director or officer, to review WGL Holdings Inc.'s determination as to a
director's or officer's request for advances, reimbursement or indemnification.
If it determines that the director or officer is entitled to such advances,
reimbursement or indemnification, the court may order WGL Holdings Inc. to make
advances and/or reimbursement for expenses or to provide indemnification, in
which case the court shall also order WGL Holdings Inc. to pay the officer's or
director's reasonable expenses incurred to obtain the order. With respect to a
proceeding by or in the right of the corporation, the court may order
indemnification to the extent of the officer's or director's reasonable
expenses if it determines that, considering all the relevant circumstances, the
officer or director is entitled to indemnification even though he or she was
adjudged liable, and may also order WGL Holdings to pay the officer's and
director's reasonable expenses incurred to obtain the order.
Articles FIFTH and SIXTH of the Articles of Incorporation of WGL
Holdings Inc. provide, in part, as follows:
FIFTH: No director or officer of the Corporation shall be liable to
the Corporation or its shareholders for any monetary damages for any action
taken or any failure to take any action as a director or officer; provided,
however, that nothing herein shall be deemed to eliminate or limit any
liability which may not be so eliminated or limited under the laws of the
Commonwealth of Virginia, as in effect at the effective date of these Articles
of Incorporation or as thereafter amended. No amendment, modification or
repeal of this ARTICLE FIFTH shall eliminate or limit the protection afforded
to an officer or director with respect to any act or omission occurring before
the effective date hereof.
SIXTH: (a) The Corporation shall, to the maximum extent permitted by
applicable law, as from time to time in effect, indemnify any person who was,
is or is threatened to be named as a defendant or respondent in or otherwise
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or
informal, including without limitation any such action, suit or proceeding by
or in the right of the Corporation to procure a judgment in its favor (any
such action, suit or proceeding being herein called a "Proceeding"), because
he or she is or was a director or officer of the Corporation or because he or
she, while a director or officer of the Corporation, is or was serving at the
Corporation's request as a director, officer, partner, trustee, employee or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan or any other entity or enterprise, against any
and all judgments, settlements, penalties, fines, including any excise tax
assessed with respect to an employee benefit plan, and/or reasonable expenses
(including counsel fees) incurred with respect to a Proceeding or any appeal
therein.
(b) The Corporation shall pay any such expenses incurred by a
director or officer, or former director or officer, of the Corporation in
connection with any such Proceeding in advance of the final disposition thereof
upon receipt of an undertaking by or on behalf of such person to repay such
advances to the extent of the amount to which such person shall ultimately be
determined not to be entitled and upon satisfaction of such other conditions as
may be required by applicable law.
(c) The Corporation, by resolution of the Board of Directors,
may extend the benefits of this Article SIXTH to current and/or former
employees, agents and other representatives of the Corporation (each person
entitled to benefits under this Article SIXTH being hereinafter sometimes
called an "Indemnified Person").
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(d) All rights to indemnification and to the advancement of
expenses granted under or pursuant to this Article SIXTH shall be deemed to
arise out of a contract between the Corporation and each person who is an
Indemnified Person at any time while this Article SIXTH is in effect and may be
evidenced by a separate contract between the Corporation and each Indemnified
Person; and such rights shall be effective in respect of all Proceedings
commenced after the effective date of these Articles of Incorporation, whether
arising from acts or omissions occurring before or after such date. No
amendment, modification or repeal of this Article SIXTH shall affect any rights
or obligations theretofore existing.
(e) The Corporation may purchase and maintain insurance on
behalf of, or insure or cause to be insured, any person who is an Indemnified
Person against any liability asserted against or incurred by him or her in any
capacity in respect of which he or she is an Indemnified Person, or arising out
of his or her status in such capacity, whether or not the Corporation would
have the power to indemnify him or her against such liability under this
Article SIXTH. As used in this Section "insurance" includes retrospectively
rated and self-insured programs; provided, however, that no such program shall
provide coverage for directors and officers which is prohibited by applicable
law. The Corporation's indemnity of any person who is an Indemnified Person
shall be reduced by any amounts such person may collect with respect to such
liability (1) under any policy of insurance purchased and maintained on his or
her behalf by the Corporation or (2) from any other entity or enterprise served
by such person.
(f) The rights to indemnification and to the advancement of
expenses and all other benefits provided by, or granted pursuant to, this
Article SXTH shall continue as to a person who has ceased to serve in the
capacity in respect of which such person was an Indemnified Person and shall
inure to the benefit of the heirs, executors and administrators of such person.
(g) The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article SIXTH shall not be deemed exclusive of
any other rights to which any Indemnified Person may be entitled under any
statute or court order or any By-law, agreement, vote of shareholders or
disinterested directors or otherwise.
(h) The Board of Directors shall have the power and authority
to make, alter, amend and repeal such procedural rules and regulations relating
to indemnification and the advancement of expenses as it, in its discretion,
may deem necessary or expedient in order to carry out the purposes of this
Article SIXTH, such rules and regulations, if any, to be set forth in the
By-Laws of the Corporation or in a resolution of the Board of Directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index filed as a part of this
Post-Effective Amendment No. 1 to the Registration Statement.
ITEM 9. UNDERTAKINGS
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being make, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement of any material
change to such information in the Registration Statement;
Provided, however, the paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to Directors, officers
and controlling persons of the Registrant pursuant to the
provisions described under Item 15 above, or otherwise, the
Registrant
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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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WGL
Holdings, Inc., the Registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, D.C. on the 19th day of October, 2000.
WGL HOLDINGS, INC.
(Registrant)
By: /s/ James H. DeGraffenreidt, Jr.
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James H. DeGraffenreidt, Jr.
Chairman, President and
Chief Executive Officer
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Pursuant to the requirement of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Principal executive
officer and director:
/s/ James H. DeGraffenreidt, Jr.
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James H. DeGraffenreidt, Jr. Chairman, President and Chief October 19, 2000
Executive Officer and Director
Principal financial officer:
/s/ Frederic M. Kline
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Frederic M. Kline Vice President and Chief October 19, 2000
Financial Officer
Principal accounting officer:
/s/ Robert E. Tuoriniemi
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Robert E. Tuoriniemi Controller October 19, 2000
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
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EXHIBIT
NUMBER
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<S> <C>
4(a) * Amended and Restated Articles of Incorporation of the Registrant (Incorporated by
reference to Appendix B to the Proxy Statement and Prospectus in Part I of the
Registration Statement on Form S-4 of the Registrant (Reg. No. 333-96017 filed on
February 2, 2000))
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4(b) * By-Laws of the Registrant (Incorporated by reference to Appendix C to the Proxy
Statement and Prospectus in Part I of the Registration Statement on Form S-4 of
the Registrant (Reg. No. 333-96017 filed on February 2, 2000))
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4(c) * Form of Common Stock Certificate. (Designated as Exhibit 4 to the Registration
Statement on Form S-4, File No. 333-96017 filed on February 2, 2000)
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5 Opinion of Company Counsel as to legality
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23(a) Consent of Arthur Andersen LLP, Independent Public Accountants
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23(b) Consent of Counsel (included in Exhibit 5)
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</TABLE>
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* Incorporated by reference
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