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Registration No. 33-61199
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
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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WGL HOLDINGS, INC. DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
(Full Title of the Plan)
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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)
Copy to:
Gerald J. Laporte, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, NW
Washington, DC 20004
(202) 637-6528
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If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
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, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) 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. [ ]
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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 relates to the issuance of shares of common
stock, no par value, pursuant to the WGL Holdings, Inc. Dividend Reinvestment
and Common Stock Purchase Plan (the "DRP"), which were originally registered on
Form S-3 by Washington Gas Light Company (File No. 33-61199).
WGL Holdings, Inc. will succeed Washington Gas Light Company as registrant of
various effective registration statements filed with the Securities and Exchange
Commission, including File No. 33-61199. The registration fees in respect of the
common stock registered under File No. 33-61199 were paid at the time of the
original filing of the Registration Statement on Form S-3 by Washington Gas
Light Company.
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SEE QUESTION(S) PAGE(S)
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For information on:
Description of the plan 1-10 4-7
Eligibility to participate 11 7
Methods of participation 12-18 7-8
Cost to participate 19 9
Price per share 20,21 9
Reports to participants 22 9
Dividends, certificates and safekeeping 23-26 10
Sale of shares 27,28 10
Transfer of shares 29,30 11
Withdrawal from the plan 31-33 12
Tax consequences 34,35 12-13
Other information 36-39 13
Changes in plan 40 14
Voting shares 41 14
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FOR INFORMATION REGARDING THE PLAN CONTACT:
Investor Relations Department
The Bank of New York
P.O. Box 11258
Church Street Station
New York, NY
10286-1258
1-888-269-8845
www.stockbny.com
You should rely only on the information contained or incorporated by reference
in this prospectus. We have not authorized anyone to provide you with different
information. We are not offering the common stock in any state where the offer
is not permitted. We do not claim the accuracy of information in this prospectus
as of any date other than the date stated on the cover.
[WGL HOLDINGS, INC LOGO]
DIVIDEND
REINVESTMENT
AND
COMMON STOCK
PURCHASE PLAN
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P R O S P E C T U S
October 12, 2000
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P R O S P E C T U S
WGL HOLDINGS, INC.
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
The Dividend Reinvestment and Common Stock Purchase Plan (the Plan) of WGL
Holdings, Inc. ("WGL Holdings" or the "Company") provides holders of the
Company's common stock, including eligible employees, with a convenient method
of purchasing common stock of WGL Holdings. Participants in the Plan may:
-- automatically reinvest dividends on all or a portion of their common stock
of WGL Holdings;
-- in addition, automatically reinvest dividends on all their preferred shares
of the Company's subsidiary Washington Gas Light Company (Washington Gas);
and/or
-- make optional additional cash investments in the plan of between $25 and
$20,000 per quarter.
Note: Only holders of WGL Holdings, Inc. common stock are eligible to
participate in the Plan. Holders of Washington Gas preferred stock may only
participate in the Plan if they also own one or more shares of common stock of
WGL Holdings, Inc.
Employees of WGL Holdings and Washington Gas and Participating Subsidiaries
may participate in the Plan through payroll deductions if they also have all or
a portion of their common stock dividends reinvested through the Plan. See
Questions 12 and 13 for a discussion of Participating Subsidiaries.
All dividends on shares credited to a participant's account under the Plan
will be automatically applied to the purchase of additional shares of common
stock.
Common stock purchased with reinvested dividends and optional cash payments
may be, at the option of the Company, either newly issued shares (Original Issue
Shares) or shares purchased in the open market (Open Market Shares) by an agent
independent of the Company (Independent Agent).
For Original Issue Shares, the purchase price will be the average of the high
and low prices for WGL Holdings' common stock as published in The Wall Street
Journal report of New York Stock Exchange Composite Transactions on the last
trading day of each month (Pricing Date). If shares issued under the Plan are
acquired in the open market, the price of such shares will be the weighted
average price at which the Independent Agent acquires the shares for the
purchase during an Investment Period, as described further in this prospectus,
including any brokerage commissions and service charges.
This prospectus relates to 8,764,000 shares of the common stock of WGL
Holdings registered under the Plan.
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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.
The date of this Prospectus is October 12, 2000.
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement WGL Holdings filed with the
Securities and Exchange Commission ("SEC"). WGL Holdings also files annual,
quarterly and special reports, proxy statements, and other information with the
SEC. You may read and copy any document WGL Holdings files publicly at the SEC's
public reference rooms at the following locations: Room 1024, 450 Fifth Street,
NW, Washington, D.C. 20549; Citicorp 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
at the SEC web site at http://www.sec.gov. Information is also available on our
corporate web site at http://www.wglholdings.com.
The SEC allows us to "incorporate by reference" the information we file with it,
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 we make 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 common stock covered by this prospectus.
The documents described below were filed by Washington Gas Light Company prior
to WGL Holdings becoming its parent holding company.
- The Washington Gas Light Company Annual Report on Form 10-K for the year
ended September 30, 1999.
- The Washington Gas Light Company Quarterly Report on Form 10-Q for each of
the quarters ended December 31, 1999, March 31, 2000 and June 30, 2000.
- The Washington Gas Light Company reports on Form 8-K dated December 30,
1999; January 6, 2000; February 17, 2000; June 3, 2000 and June 28, 2000.
- The description of the common stock of WGL Holdings contained in the
company's registration statement on Form S-4 (No. 333-96017) incorporated
into the company's registration statement on Form 8-A dated October 6, 2000.
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 the common stock
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
WGL Holdings will become the holding company for Washington Gas and its
diversified businesses effective November 1, 2000. As of November 1, 2000 WGL
Holdings will own all the outstanding shares of common stock of Washington Gas
and the subsidiaries formerly owned by Washington Gas.
Washington Gas is a public utility which has been in the gas distribution
business for over 150 years. The Washington Gas service territory includes the
City of Washington, D.C., the surrounding suburbs in Maryland and Virginia and a
portion of the Shenandoah Valley in Virginia.
Effective November 1, 2000, WGL Holdings will own the stock of several
subsidiaries primarily
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engaged in energy related businesses. The principal subsidiaries include:
- Hampshire Gas Company, which operates an underground gas storage field in
West Virginia on behalf of Washington Gas;
- Crab Run Gas Company, which has as its primary asset an investment in an
Oklahoma-based limited partnership engaged in the exploration and production
of oil and gas;
- Washington Gas Resources Corp., which is our holding company for our other
wholly-owned non-utility subsidiaries.
WGL Holdings also owns a 50% equity interest in Primary Investors, LLC which
serves as the holding company for investments in after-market products and
services for residential and light commercial HVAC customers.
WGL Holdings' address is: WGL Holdings, Inc.; 1100 H St., N.W.; Washington, D.C.
20080. Telephone: 703-750-2000. You can also visit our web site at
http://www.wglholdings.com.
FORWARD-LOOKING STATEMENTS
This prospectus and its incorporated documents discuss both historical
information and forward-looking statements. Words like "estimates," "expects,"
"plans," "anticipates," "intends," "believes," "projects," "forecasts," and
other similar words identify forward-looking statements. These forward-looking
statements involve uncertainties and risks. Although we believe they are based
on reasonable assumptions, we cannot assure that every stated objective will be
reached.
We make forward-looking statements in reliance on the safe harbor protections
provided under the Private Securities Litigation Reform Act of 1995. Please
refer to our latest Annual Report on Form 10-K or our more recently filed
Quarterly Reports on Form 10-Q for a discussion of important factors that could
cause our actual results to differ materially from those discussed in our
forward-looking statements.
USE OF PROCEEDS
We plan to use the net proceeds from any sale by WGL Holdings of Original Issue
Shares under the Plan for general corporate purposes, including investments in
our subsidiaries and repayment of borrowings used to finance the capital
expenditures and operations of our subsidiaries. We may also use the net
proceeds for other purposes if we find it necessary. If we do not use the net
proceeds immediately, we will temporarily invest them in short-term,
interest-bearing obligations.
EFFECTIVE DATE OF THE PLAN
The Plan was implemented by Washington Gas in 1981 and has been adopted by WGL
Holdings effective November 1, 2000. It is the successor to the Washington Gas
Dividend Reinvestment and Common Stock Purchase Plan.
DESCRIPTION OF THE PLAN
THE FOLLOWING QUESTIONS AND ANSWERS EXPLAIN THE PROVISIONS OF THE PLAN.
PURPOSE
1. What is the Purpose of the Plan?
The Plan provides holders of the common stock of WGL Holdings, including
eligible employees who are common stockholders, with a convenient and economical
method of investing cash dividends and/or optional cash payments in shares of
common stock of WGL Holdings. In addition, eligible employees may invest through
payroll deduction. To the extent that shares distributed by the Plan are
Original Issue Shares, the Company will receive additional funds for the uses
described above under "Use of Proceeds."
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ADVANTAGES
2. What are the Advantages of Participating in the Plan?
-- No commission or service charge is paid by participants in connection with
purchases of Original Issue Shares under the Plan. (See Question 19 regarding
certain other expenses in connection with participation under the Plan.)
-- Full investment of the funds is possible under the Plan because whole and
fractional shares are credited to a participant's account. In addition,
dividends paid on whole and fractional shares will be reinvested in shares of
common stock under the Plan.
-- Safekeeping of shares credited to a participant's account is assured since
certificates for such shares are not issued unless requested by the participant.
(See Question 24.)
-- A statement of the participant's account is furnished after each dividend
or cash transaction, providing simplified recordkeeping.
ADMINISTRATION
3. Who Administers the Plan?
The Bank of New York (the Administrator) administers the Plan for participants,
maintains records, sends statements of participants' accounts and performs other
duties relating to the Plan. The company will also select an Independent Agent
to act on behalf of the company to purchase any shares of common stock which may
be acquired in open market transactions and to sell shares pursuant to requests
by participants. Shares of common stock purchased under the Plan will be
registered in the name of a nominee(s) for participants in the Plan. See
Question 12 for the address and phone number of the Administrator.
DIVIDEND REINVESTMENT
4. How does Dividend Reinvestment Work?
SHAREHOLDERS OF RECORD
If a shareholder has elected to reinvest dividends, the Administrator will
invest the dollar amount of the dividends in the common stock of WGL Holdings
for the shareholder's account, instead of sending the dividends to the
shareholder. Regardless of the method of participation chosen, all cash
dividends on shares held in the Plan for all shareholders and for all
participating employees are automatically reinvested in additional shares of the
common stock of WGL Holdings.
STREET NAME SHAREHOLDERS
Investors who hold WGL Holdings common stock in the name of a stockbroker or
nominee (in "street name") can participate in the Plan, as discussed in Question
12. In such a case, the Administrator will reinvest dividends on shares held by
the investor in the Plan, but the Administrator will not be able to reinvest
dividends which are paid on the shares held in street name.
PREFERRED STOCK SHAREHOLDERS
Investors who own shares of Washington Gas preferred stock may reinvest those
dividends under the Plan if they also own any shares of common stock of WGL
Holdings, Inc. If this election is selected, the holder must reinvest all
dividends on the holder's preferred stock of Washington Gas. See Question 6 for
a further discussion of partial reinvestment.
5. When will Dividends be Reinvested?
Dividends on common and preferred stock are normally paid on or about the first
day of February, May, August, and November (Dividend Payment Dates). Dividends
will be invested in Original Issue Shares as of the Dividend Payment Dates.
Dividends will be invested in Open Market Shares by the Independent Agent during
the
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month beginning with a Dividend Payment Date and ending with the last trading
day of the month. The timing and conditions of investments in Open Market Shares
are under the sole control of the Independent Agent. See Question 21 for
information on the price at which dividends are reinvested.
Dividends are paid to shareholders of record on record dates established by
the Board of Directors. Generally, those record dates are January 10, April 10,
July 10 and October 10 of each year. These record dates may vary due to weekends
and holidays.
6. May a Shareholder Reinvest Dividends on Fewer than All Shares Registered in
the Shareholder's Name?
Partial reinvestment is available to common shareholders who elect to reinvest
dividends on a minimum of 100 common shares. Holders of Washington Gas preferred
shares must elect to reinvest all their dividends.
If the shareholder's common stock share balance drops below the level
authorized for partial reinvestment, dividends on the entire share balance will
be reinvested.
Dividends on all shares held by the Administrator in a shareholder's Plan
account will always be reinvested.
7. If a Participant in the Plan buys Additional Shares of common stock, will
Dividends on these Shares Automatically be Reinvested?
Yes, as long as the shareholder has elected full reinvestment of dividends on
all shares and the new shares are registered in the exact same name (including
address and initials) as the old shares.
OPTIONAL CASH PAYMENTS
8. How do Optional Cash Payments Work?
The option to make cash payments is available to all participating shareholders
and employees. Any number of optional cash payments may be made in each quarter,
but payments may not be less than $25 per payment nor aggregate more than
$20,000 per quarter. The same amount of money need not be sent each quarter, and
there is no obligation to make an optional cash payment each quarter.
Optional cash payments should be accompanied by cash payment forms which are
attached to the statement of account and which also may be requested from the
Administrator.
All optional cash payments must be sent by check or money order in U.S.
Dollars, made payable to The Bank of New York, and identified as a payment to
the WGL Holdings, Inc. Dividend Reinvestment Plan. Checks not drawn on a U.S.
bank are subject to collection, with the funds invested on the next investment
date after collection of funds has been made. Third party checks are not
accepted by the Administrator and will be returned to the participant.
A shareholder or employee may make an optional payment when enrolling by
enclosing the Shareholder Authorization Form together with a check payable to
The Bank of New York.
9. When will Optional Cash Payments be Invested?
Optional cash payments will be invested on the first trading day of every month
(Purchase Date) for Original Issue Shares. If optional cash payments are
invested in Open Market Shares, investments may be made during the month
beginning with the first trading day of the month and ending with the last
trading day of the month (Investment Period).
See Question 21 for information on the price at which optional cash payments
are invested.
All optional cash payments to be invested on the next Purchase Date or during
the next Investment Period must be received by the Administrator no later than
the 25th day of the month, or if the 25th day of the month is a Saturday, Sunday
or holiday, by the previous business day. OPTIONAL CASH PAYMENTS RECEIVED AFTER
THE CASH DEADLINE WILL BE INVESTED ON THE NEXT SUCCEEDING PURCHASE DATE OR
DURING THE NEXT INVESTMENT PERIOD.
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Since no interest will be paid by the Administrator or the Independent Agent
on optional cash payments, it is strongly recommended that optional cash
payments be sent shortly before the cash deadline, allowing sufficient time to
ensure that the payment is received by the Administrator prior to the deadline.
10. May a Participant Withdraw Optional Cash Payments?
A participant may withdraw optional cash payments by sending written notice to
the Administrator. Notice must be received by the Administrator by the 25th of
the month in which the payment was received.
PARTICIPATION
11. Who is Eligible to Participate in the Plan?
All holders of shares of the common stock of WGL Holdings are eligible to
participate in the Plan. Employees of WGL Holdings, employees of Washington Gas
and employees of other subsidiaries that participate in the Plan may participate
through payroll deduction if they also own one or more common shares of WGL
Holdings. See Question No. 12 below for a description of Participating
Subsidiaries.
12. How may Shareholders or Employees Join the Plan?
SHAREHOLDERS OF RECORD
A common shareholder of record may join the Plan at any time by completing the
Shareholder Authorization Form and returning it to the Administrator. A
Shareholder Authorization Form may be obtained by contacting the Administrator
at the address indicated at the end of this question.
If the completed Shareholder Authorization Form returned by a shareholder of
record is received by the Administrator on or before the record date for the
next dividend, that dividend will be invested in additional shares of common
stock for the shareholder. If the Shareholder Authorization Form is received by
the Administrator after the record date, that dividend will be paid in cash and
investment will begin with the next dividend.
STREET NAME SHAREHOLDERS
Investors who hold common stock in the name of a stockbroker or nominee (in
"street name") can join the Plan by providing the following documentation and
initial investment: (i) a completed Shareholder Authorization Form; (ii)
evidence of current ownership of WGL Holdings common stock in street name; (iii)
an initial investment of a minimum of $25, and a maximum of $20,000. These
documents (including the initial investment) should be sent to the Administrator
at the address shown later in this question. The initial investment will be
invested in the manner described in Question 9, and it will be the method for
opening a Plan account for the street name shareholder.
Following this initial investment, dividends on shares held in the Plan
account will be automatically reinvested. The Administrator cannot reinvest
dividends paid on shares held in street name.
EMPLOYEES
Employees of WGL Holdings, employees of Washington Gas and employees of other
subsidiaries that participate in the Plan (Participating Subsidiaries) who own
common stock of WGL Holdings may elect to participate in the Plan by payroll
deduction. To participate through payroll deductions, employees must first own
at least one share of common stock of WGL Holdings, other than through the
Washington Gas Employee Savings and Capital Appreciation Plans. To enroll, the
employee must complete and return to the Company's Shareholder Services
Department a Payroll Deduction Form and a Shareholder Authorization Form. The
minimum payroll deduction is $4.00 per pay period. The maximum cash investment
allowed per quarter is $20,000.
Employees of subsidiaries other than Wash-
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ington Gas should check with their payroll departments to determine if they are
Participating Subsidiaries.
ADDRESSES FOR FORMS
Shareholder Authorization Forms may be obtained by contacting Shareholder
Services, toll free at 1-888-269-8845, or you may request forms by writing to:
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REQUEST FORMS FROM: RETURN FORMS TO:
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The Bank of New York The Bank of New York
Investor Relations Department Dividend Reinvestment Dept.
P.O. Box 11258 P.O. Box 1958
Church Street Station Newark, NJ 17101-9774
New York, NY 10286-1258
</TABLE>
You may also contact The Bank of New York at its web site at www.stockbny.com.
13. What does the Shareholder Authorization Form Provide?
The Shareholder Authorization Form allows each shareholder to select a method of
participation. Shareholders may participate in the Plan by selecting one of the
following options:
(1) Full Dividend Reinvestment. This election will automatically reinvest
dividends on all shares of WGL Holdings common stock and Washington Gas
preferred stock held by a participant. Participants may also make optional cash
payments of between $25 and $20,000 per quarter, or
(2) Partial Dividend Reinvestment. This election will automatically reinvest
dividends on a minimum of 100 shares of common and all shares of preferred
stock, and, if desired, make optional cash payments of between $25 and $20,000
per quarter, or
(3) Optional Cash Payments Only. Under this election, participants may make
optional cash payments of between $25 and $20,000 per quarter without
reinvesting dividends on the shares held by a participant. Dividends on shares
held in the Plan are reinvested.
It should be remembered that, regardless of the option a participant selects,
the Administrator will reinvest cash dividends paid on shares of common stock
credited to the participant's Plan account.
(Questions 14 through 18 apply only to employee participation.)
14. May an Employee Make an Initial Purchase of WGL Holdings Common Stock by
Payroll Deduction?
No. To participate by payroll deduction the employee must first own at least one
share of WGL Holdings common stock.
15. May an Employee Establish More Than One Account Through Payroll Deduction?
No. Each employee may establish only one account. The account must be in the
employee's name, and one joint owner may be specified.
16. How can an Employee Change a Payroll Deduction?
The amount of payroll deduction can be changed by completing a Payroll Deduction
Form and returning it to the employee's payroll department. The change will be
effective on the first pay period of the month following the month in which the
written notice is received by the payroll department.
17. How can an Employee Terminate Payroll Deduction?
An employee can terminate a payroll deduction at any time by completing a
Payroll Deduction Form and returning it to his or her payroll department. An
employee who discontinues payroll deduction cannot resume payroll deduction for
a period of three calendar months following the date deductions are
discontinued.
18. When will Payroll Deductions be Invested?
Payroll deductions will be invested in Original Issue Shares on the first
trading day of the month
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following deduction. If Open Market Shares are used, payroll deductions will be
invested during the next succeeding Investment Period. The price of the shares
will be determined as described in Question 21.
COSTS
19. Are there any Expenses in Connection with Participation under the Plan?
There are no brokerage fees when Original Issue Shares are purchased under the
Plan. If the Company elects to purchase shares on the open market, a brokerage
commission will be charged to participants for such transactions. The commission
will be reflected in the purchase price of shares acquired in the open market.
This fee may change from time to time but, as of the date of this prospectus, it
is 10cents per share purchased.
A brokerage fee will be charged if shares are sold from the Plan (See
Questions 27 and 28). This fee can change from time to time but, as of the date
of this prospectus, it is 10cents per share sold.
PURCHASES
20. How Many Shares of Common Stock will be Purchased for a Participant?
A participant's account will be credited with the number of shares of common
stock, including fractions reported to four decimal places, equal to the total
amount invested divided by the applicable purchase price, including any
brokerage fees.
21. What will be the Per Share Price of Common Stock Purchased with Dividends
and Optional Cash Payments under the Plan?
For Original Issue Shares, the per share price of common stock purchased from
the Company under the Plan will be the average of the high and low prices for
the common stock as published in The Wall Street Journal report of New York
Stock Exchange Composite Transactions on the last trading day of each month
(Pricing Date) immediately prior to the Purchase Date or Dividend Payment Date.
This method of pricing applies to both the purchase of shares by reinvested
dividends and to shares purchased by optional cash payments.
At the option of WGL Holdings, shares issued under the Plan may be acquired in
the open market or through negotiated transactions rather than through original
issue by the company. The price of shares acquired in this manner will be the
weighted average price at which the Independent Agent acquires the shares during
the Investment Period, plus a brokerage commission (see Question 19). This
pricing method applies to both reinvestment of dividends and optional cash
payments.
REPORTS TO PARTICIPANTS
22. How will Participants be Advised of their Purchase of Stock?
As soon as practicable after each purchase, a participant will receive a
statement of account. These statements are a participant's continuing record and
should be retained for tax purposes. In addition, each participant will be sent
copies of the communications sent to other shareholders, including the Company's
quarterly financial reports, annual report, notice of annual meeting and proxy
statement, and income tax information for reporting dividends paid.
DIVIDENDS
23. Will Participants be Credited with Dividends on Whole Shares and Fractions
of Shares?
Participants will be credited with the amount of dividends attributable to whole
shares and fractions of shares in their accounts under the Plan and these
dividends will be reinvested.
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CERTIFICATES FOR SHARES
24. Will Certificates be Issued for Shares of Common Stock Purchased?
Normally, certificates for shares of common stock purchased under the Plan will
not be issued to participants. The number of shares credited to a participant's
account under the Plan will be shown on the participant's statement of account.
This convenience protects against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to an account under the
Plan will be issued upon the written request of the participant to the
Administrator, and issuance of such certificates will not terminate
participation in the Plan. Any remaining whole shares and fraction of a share
will continue to be credited to the participant's account. Certificates for
fractions of a share will not be issued under any circumstances.
Shares credited to the account of a participant under the Plan may not be
pledged as collateral or otherwise transferred. A participant who wishes to
pledge or transfer such shares must request that certificates for such shares be
issued in the participant's name.
PLEASE UTILIZE THE TEAR-OFF STUB ATTACHED TO THE BOTTOM OF YOUR DIVIDEND
REINVESTMENT PLAN STATEMENT TO REQUEST A CERTIFICATE. THIS TEAR-OFF STUB WILL
HELP TO EXPEDITE YOUR REQUEST.
25. Does the Plan provide for "Safekeeping" of certificated shares held by the
"Shareholder"?
Yes, however this applies only to certificates of common stock. Safekeeping is
not available for certificates of preferred stock, even if you are reinvesting
your preferred stock dividends.
A Plan participant may forward common stock certificates in his or her
possession to the Administrator accompanied by a letter directing the
Administrator to deposit the shares into the participant's Plan account. Please
see Question 12 for Dividend Reinvestment address. The letter must be signed by
the holder or holders of the certificated shares exactly as the name appears on
the certificate.
It is recommended that these common stock certificates be sent by registered
mail and insured for a value of 2% of the current market price of the stock.
This is the premium charged by the bonding company to replace the certificates
if they are lost.
26. In Whose Name will Certificates be Issued?
Accounts under the Plan are maintained in the name or names in which the account
was opened. Consequently, certificates for whole shares issued upon the request
of participants will be issued in the same name(s).
SALE OF SHARES
27. How may Participants Sell their Plan Shares?
Participants may instruct the Administrator to sell any or all of their Plan
shares at any time by completing and signing the appropriate instruction form.
The instruction form is a tear-off stub located at the bottom of the
participant's account statement. The participant should indicate on the form the
number of shares to be sold. The form must be signed by all account owners. The
completed form must then be mailed back to the Administrator for processing.
Participants selling or withdrawing all of their shares from the Plan
automatically terminate their participation in the Plan. To re-enroll in the
Plan, the person must fulfill the prerequisites for participation described
under "Enrollment Procedures" and submit a new Plan Authorization Form.
Shares held outside the Plan may not be sold through the Plan.
28. How is the Sales Price of Plan Shares Determined?
The Administrator aggregates all requests to sell shares and then sells the
total share amount on the open market through BNY ESI & Co. Shares
<PAGE> 13
11
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are sold at least weekly, and depending on volume, as frequently as daily. BNY
ESI & Co. will make every reasonable effort to process all sales orders on the
day the orders are received, provided that instructions are received before 1:00
p.m. eastern standard time on a business day during which BNY ESI & Co. and the
New York Stock Exchange are open. The sales price will not be known until the
sale is completed and is based on the weighted average of all shares sold during
the selling period, adjusted to exclude brokerage commissions. Following the
sale and allowing for the settlement of the trade under SEC rules, typically
three business days, a check will be issued payable to the account owner(s) for
the net cash proceeds of the sale after a brokerage commission is deducted. (See
Question 19 on "Costs"). The Administrator has full discretion in all matters
related to the sale, including the time of sale and sales price. Participants
cannot specify a price or a time at which to sell their Plan shares.
Participants should be aware that the common stock price may rise or fall
during the period between a request for sale, its receipt by the Administrator
and the ultimate sale on the open market. Instructions sent to the Administrator
to sell shares are irrevocable and may not be rescinded.
TRANSFER OF SHARES
29. May Participants Assign or Transfer All or a Part of their Plan Shares to
Another Person?
Participants may change ownership of all or part of their Plan shares through a
gift, sale or otherwise at any time. The participant must contact the
Administrator to obtain the proper instructions to effect the transfer. Requests
for transfer are subject to the same requirements as for the transfer of common
stock certificates, including the requirement of a Medallion Signature
Guarantee, as explained in Question 30, below.
30. If Plan Shares are Transferred to Another Person, will the Administrator
Issue a Stock Certificate to the Transferee?
Transfers can be made from Plan account to Plan account (book-to-book transfers)
or, if the participant so requests, a stock certificate can be issued to the
transferee. The current participant should contact the Administrator for full
details on how to make the transfer.
For book-to-book transfers that involve the establishment of a new Plan
account, a new Plan Authorization Form must be completed by the transferee. The
completed Form must be returned to the Administrator, along with written
instructions signed by the current participant, indicating the number of shares
to be transferred to the new participant. The current participant's signature
must be guaranteed by a bank, broker or financial institution that is a member
of the Medallion Signature Guarantee Plan. The new account will be set up for
full dividend reinvestment unless otherwise instructed by the previous or new
shareholder.
WITHDRAWAL
31. How and When May a Participant Withdraw or Change Participation Method?
A participant may withdraw from the plan or change a method of participation by
notifying the Administrator at any time. HOWEVER, A PARTICIPANT MAY NOT WITHDRAW
FROM THE PLAN OR CHANGE THE METHOD OF PARTICIPATION BETWEEN THE RECORD DATE AND
THE PAYMENT DATE FOR A DIVIDEND. Both participants in a jointly-owned account
must notify the Administrator in writing to make a change or withdrawal. See
Question 5 for record date information.
All optional cash payments not yet invested by the Administrator for a
withdrawing participant will be returned to the participant. Shareholders of
record may re-enroll at any time.
PLEASE UTILIZE THE TEAR OFF STUB ATTACHED TO THE BOTTOM OF YOUR DIVIDEND
REINVESTMENT PLAN
<PAGE> 14
12
--------------------------------------------------------------------------------
STATEMENT TO WITHDRAW OR CHANGE YOUR PARTICIPATION METHOD. THIS TEAR-OFF STUB
WILL HELP TO EXPEDITE YOUR REQUEST.
32. How Can an Employee Withdraw from the Plan?
An employee may withdraw from the plan or change participation method by
notifying the Administrator in writing or by completing and signing the tear-off
stub of the Dividend Reinvestment Statement (please see Question 12 for Dividend
Reinvestment address). Both participants in a jointly owned account must sign
the request for withdrawal.
Employees who are participating in payroll deduction must contact their
payroll department for a Payroll Deduction Form to discontinue or change
deductions. Only the employee needs to sign this form.
An employee may not withdraw from the Plan or change participation method
between the record date and the payment date for a dividend. See Question 5 for
record date information.
Employees who discontinue payroll deductions may not re-enroll by payroll
deduction for a period of three calendar months following the date on which
payroll deductions are terminated.
33. What Happens when a Participant Withdraws from the Plan or the Plan is
Terminated?
When a participant withdraws from the Plan, or upon termination of the Plan by
the Company, a participant has three options for receiving the proceeds from the
account. The participant may (i) request that certificates for whole shares
credited to the account under the Plan be issued, and a cash payment be made for
any fraction of a share, (ii) request that all of the shares, both whole and
fractional, credited to the account in the Plan, be sold, or (iii) request that
some shares be issued in certificate form and the balance of the shares be sold.
The sale of the shares will be made for the account of the participant as soon
as practical after receipt of instructions by the Administrator. The participant
will receive the proceeds of the sale, less any brokerage commission. See
Question 19 regarding costs.
When a participant withdraws from the Plan or if the Plan is terminated, a
cash payment representing the proceeds from the sale of any fraction of a share
will be mailed directly to the participant. See Question 19 regarding costs.
FEDERAL INCOME TAXES
34. What are the Federal Income Tax Consequences of Participation in the Plan?
In general, participants in the Plan have the same Federal income tax
obligations with respect to reinvested dividends as with dividends not
reinvested under the Plan. Participants are treated for Federal income tax
purposes as having received, on the dividend payment date, a dividend equal to
the full amount of the cash dividend payable on such date with respect to (1)
the common stock credited to the participant's account under the Plan, and (2)
the shares of common or preferred stock owned directly by the participant (the
dividends from which are reinvested under the Plan). This is required even
though the reinvested dividends are not actually received but are instead
applied to the purchase of additional shares.
The tax basis of shares purchased with reinvested dividends is the amount of
the reinvested dividends. The tax basis per share will equal the price per share
determined as described in Question 21. The holding period for shares purchased
with reinvested dividends begins on the dividend payment date.
Employees who participate in the payroll deduction aspect of the Plan will
have the same Federal income tax obligations with respect to the payroll
deductions as would otherwise apply if the money were not deducted from the
employee's pay. A participating employee will be treated for Federal income tax
purposes as having received the full amount of wages or salary, even though the
employee actually received that amount less the payroll deductions.
<PAGE> 15
13
--------------------------------------------------------------------------------
Tax consequences will vary depending on the specific circumstances of each
participant. Specific tax questions regarding participation in the Plan should
be discussed by participants with their own tax advisors.
35. What Provision is Made for Shareholders whose Dividends are Subject to
Income Tax Withholding?
In the case of foreign shareholders whose dividends are subject to United States
income tax withholding or in the case of domestic shareholders whose dividends
are subject to backup withholding, an amount equal to the dividends less the
amount of any tax required to be withheld will be reinvested in the Plan.
Amounts withheld from the shareholder's dividends will be remitted to the United
States Treasury and the respective shareholders will be advised of the amounts
of tax so withheld.
OTHER INFORMATION
36. What Happens if a Participant Sells or Transfers All or a Portion of the
Shares Registered in the Participant's Name?
If a participant who is reinvesting the cash dividends on all of the shares
registered in the participant's name disposes of a portion of these shares, the
Administrator will continue to reinvest the dividends on the remaining shares.
If a participant ceases to be a shareholder of record on the books of the
company, the Administrator should be given written instructions on disposition
of shares credited to the Plan account. If no instructions are received from the
participant, the company may, at its option instruct the Administrator to,
either (i) terminate the account by sending a stock certificate to the
Shareholder, or (ii) continue to reinvest the dividends on the shares held in
the Plan account.
37. Does Participation in the Plan Involve Risk?
As with other investments, the value of the participant's investment will
fluctuate from time to time. WGL Holdings cannot assure a profit or protect
against a loss on the shares purchased under the Plan. The participant bears the
risk of profit or loss on this investment.
38. What Happens if WGL Holdings Issues a Stock Dividend, Declares a Stock Split
or has a Rights Offering?
Any share distributed by WGL Holdings as a stock dividend, or upon a stock
split, will be credited to a participant's account whether the stock is held in
the participant's account or the participant's own name.
If additional shares are authorized and issued through a stock split, stock
dividend or similar transaction, this prospectus shall be deemed to cover such
additional shares.
In a rights offering, a participant's entitlement will be based upon the
participant's total holdings, including shares credited to the participant's
account under the Plan. The proceeds from the sale of stock purchase rights
applicable to the participant's shareholdings, whether held in the Plan or in
the participant's own name, will be credited to the participant's account under
the Plan. The proceeds will then be applied as an optional cash payment to
purchase shares of common stock on the next Purchase Date. Any participants who
wish to be in a position to exercise their rights should request, prior to the
record date of the rights offering, that the Administrator issue certificates to
them.
39. What are the Responsibilities of the Company under the Plan?
WGL Holdings and the Administrator will not be liable for any act done in good
faith or for the good faith omission to act including, but not limited to, (a)
any claim of liability arising out of failure to terminate a participant's
account upon such participant's death prior to receipt of notice in writing of
such death, or (b) with respect to
<PAGE> 16
14
--------------------------------------------------------------------------------
the prices at which shares are purchased for the participant's account and the
times when such purchases are made, or (c) with respect to any loss or
fluctuation in the market value after purchase of shares.
Transaction processing may be curtailed or suspended between the record date
and payable date for Stock Dividends, Stock Splits and/or Rights Offerings.
40. May the Plan be Changed or Discontinued?
The company has the right to amend, suspend modify or terminate the Plan at any
time without the approval of the participants. Notice of any such amendment,
suspension, modification or termination will be sent to all participants who
shall in all events have the right to withdraw from the Plan. See Questions
31-33.
41. How will a Participant's Plan Shares be Voted at Annual or Special Meetings
of Shareholders?
Each participant will be sent a proxy card and will be entitled to vote any
shares held by the Administrator for the participant's account.
INDEMNIFICATION OF DIRECTORS
AND OFFICERS
The Articles of Incorporation and the Bylaws of the Company provide for
indemnification of officers and directors against expenses, judgments, fines or
amounts paid in settlement in the case of actions, suits or proceedings by
reason of being a director or officer, to the maximum amount permitted by law.
The Company carries a policy of insurance which, among other things, provides
for payment to the Company of sums expended pursuant to the Company's Bylaws and
indemnification for officers' and directors' liability.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
(All fees are estimated except the Securities and Exchange Commission
Registration Fee)
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $*
Listing Fee................................................. $5,300
Accounting Fees............................................. $8,000
Printing Expenses........................................... $6,800
Legal Fees.................................................. $8,000
Miscellaneous............................................... $3,000
</TABLE>
---------------
* Previously paid
ITEM 15. 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.
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.
II-1
<PAGE> 18
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").
(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
II-2
<PAGE> 19
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 SIXTH 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 16. EXHIBITS
Reference is made to the Exhibit Index filed as a part of this Post-Effective
Amendment No. 2 to the Registration Statement.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. 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
II-3
<PAGE> 20
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.
II-4
<PAGE> 21
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-3 and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Washington, D.C., on the 12th day of October, 2000.
WGL HOLDINGS, INC.
(Registrant)
By: /s/ JAMES H. DEGRAFFENREIDT, JR.
---------------------------------------
James H. DeGraffenreidt, Jr.
Chairman, President and
Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this Post-Effective
Amendment No. 2 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. Chairman, President and Chief October 12, 2000
--------------------------------------------------- Executive Officer and Director
James H. DeGraffenreidt, Jr.
Principal financial officer:
/s/ FREDERIC M. KLINE Vice President and Chief October 12, 2000
--------------------------------------------------- Financial Officer
Frederic M. Kline
Principal accounting officer:
/s/ ROBERT E. TUORINIEMI Controller October 12, 2000
---------------------------------------------------
Robert E. Tuoriniemi
</TABLE>
II-5
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<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))
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))
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)
5 Opinion of Company Counsel as to legality
23(a) Consent of Arthur Andersen LLP, Independent Public
Accountants
23(b) Consent of Counsel (included in Exhibit 5)
</TABLE>
---------------
* Incorporated by reference
II-6
