AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1994
REGISTRATION NO. 33-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
POTOMAC ELECTRIC POWER COMPANY
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
District of Columbia and Virginia 53-0127880
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
----------------------
</TABLE>
1900 PENNSYLVANIA AVENUE, N. W., WASHINGTON, D. C. 20068
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
STOCK COMPENSATION PLAN FOR THE BOARD OF DIRECTORS OF POTOMAC ELECTRIC
POWER COMPANY (THE "DIRECTORS STOCK PLAN")
(FULL TITLE OF THE PLAN)
------------------------
MARY T. HOWARD, ASSISTANT SECRETARY AND ASSISTANT TREASURER
Potomac Electric Power Company
1900 Pennsylvania Avenue, N.W.
Washington, D.C. 20068
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(202)872-2456
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO TO BE OFFERING PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
============================================================================================
<S> <C> <C> <C> <C>
Common Stock, par
value $1 per
share............. 50,000 shs.(1) $20.00(2) $1,000,000 $345.00
============================================================================================
<FN>
(1) Pursuant to Rule 416(a) the amount of shares registered include such additional
number of shares of Common Stock as are required to prevent dilution resulting from stock
splits, stock dividends or similar transactions affecting the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in accordance
with Rule 457(c), based on the average high and low sale prices as reported by the
consolidated reporting system on June 16, 1994.
============================================================================================
</TABLE>
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Company with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended (the "1934 Act") are incorporated by reference herein:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
(c) The description of the Company's Common Stock included in
registration statements and reports filed under the 1934 Act including any
amendment or report for the purpose of updating such description.
All documents filed by the Company or by the Directors Stock Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of the filing of such documents. Any statement contained
in an incorporated document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained herein or in any other incorporated document subsequently filed
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Legal Opinion
The validity of the securities offered hereby has been passed upon for
the Company by Betty K. Cauley, Esq., 1900 Pennsylvania Avenue, N.W.,
Washington, D.C., who is regularly employed by the Company as Secretary and
Associate General Counsel.
Item 6. Indemnification of Directors and Officers.
The By-Laws of the Company provide that the Company shall indemnify each
director or officer and each former director and officer of the Company
against expenses actually and reasonably incurred in connection with the
defense of any action, suit or proceeding by reason of his or her being or
having been such director or officer, including liabilities incurred under the
Securities Act of 1933, as amended, except in relation to matters as to which
such director or officer shall be finally adjudged in such action, suit or
proceeding to have knowingly violated the criminal law or to be liable for
willful misconduct in the performance of his or her duty to the Company; and
that such indemnification shall be in addition to, and not exclusive of, any
other rights to which those indemnified may be entitled under any by-law,
agreement, vote of stockholders, or otherwise. The Company also has policies
of insurance which insure officers and directors against certain liabilities
and expenses incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 -- Stock Compensation Plan for the Board of
Directors of Potomac Electric Power Company,
effective July 1, 1994.
5 -- Opinion of Betty K. Cauley, Esq.
15 -- Letter regarding Interim Financial Information.
23.1 -- Consent of Betty K. Cauley, Esq., contained in
Exhibit 5.
23.2 -- Consent of Independent Accountants.
24 -- Power of Attorney of Directors and Officers of
the Company.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
-2-
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the 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.
(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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the By-Laws of the
registrant or Virginia or District of Columbia Law, 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.
-3-
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-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF WASHINGTON, DISTRICT OF COLUMBIA, ON
THE 17TH DAY OF JUNE, 1994.
POTOMAC ELECTRIC POWER COMPANY
(REGISTRANT)
By EDWARD F. MITCHELL*
------------------------------------
(EDWARD F. MITCHELL, CHAIRMAN OF THE
BOARD AND CHIEF EXECUTIVE 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 DATE INDICATED.
(i) Principal Executive Officer:
EDWARD F. MITCHELL*
- -------------------------------- Chairman of the Board
(Edward F. Mitchell) and Chief Executive Officer
(ii) Principal Financial Officer:
H. L. DAVIS*
- --------------------------------- Vice Chairman and Chief
(H. Lowell Davis) Financial Officer and Director
(iii) Principal Accounting Officer:
D. R. WRAASE*
- ---------------------------------- Senior Vice President
(Dennis R. Wraase)
June 17, 1994
-4-
(iv) Directors:
ROGER R. BLUNT*
- ------------------------------ Director
(Roger R. Blunt, Sr.)
A. J. CLARK*
- ------------------------------ Director
(A. James Clark)
JOHN M. DERRICK, JR.*
- ------------------------------ Director
(John M. Derrick Jr.)
R. E. MARRIOTT*
- ------------------------------ Director
(Richard E. Marriott)
DAVID O. MAXWELL*
- ------------------------------ Director
(David O. Maxwell)
FLORETTA D. McKENZIE*
- ------------------------------ Director
(Floretta D. McKenzie)
ANN D. McLAUGHLIN*
- ------------------------------ Director
(Ann D. McLaughlin)
PETER F. O'MALLEY*
- ------------------------------ Director
(Peter F. O'Malley)
LOUIS A. SIMPSON*
- ------------------------------ Director
(Louis A. Simpson)
W. REID THOMPSON*
- ------------------------------ Director
(W. Reid Thompson)
/S/ M. T. HOWARD
MARY T. HOWARD
*By:------------------------------------
(Mary T. Howard, Attorney-in-fact)
June 17, 1994
-5-
Exhibit 4
POTOMAC ELECTRIC POWER COMPANY
STOCK COMPENSATION PLAN FOR THE BOARD OF DIRECTORS
The Stock Compensation Plan (the "Plan") for the Board of Directors (the
"Board") of Potomac Electric Power Company (the "Company"), effective July 1,
1994, is designed to permit directors and advisory directors of the Company,
at their election, to receive all or a portion of the annual Board retainer
fee as established from time to time by the Board in the form of either
restricted or unrestricted shares of Common Stock of the Company (the
"Stock"). Such election must be made on the form contained herein prior to
the beginning of the Plan's next succeeding fiscal year (July 1 - June 30).
Risk of forfeiture of Common Stock received in restricted form is described
below.
If a Director or Advisory Director of the Company elects as provided
herein to receive any portion of the retainer fee in the form of Stock of the
Company, such Stock will be issued by the Company on the first business day of
each quarter. The price of the Stock issued pursuant to the Plan will be the
average of the high and low sale prices of the Stock on the New York Stock
Exchange, Inc. on the second business day prior to the date of issuance.
Fractional shares will not be issued. Cash in lieu of such fractional shares
will be promptly paid to the Director or Advisory Director. Certificates
representing shares of restricted stock will be held by the Company until the
restrictions are lifted. Directors may vote such shares of restricted stock
and will receive dividends paid in connection with such Stock. Certificates
representing shares of unrestricted stock will be delivered to the Director or
Advisory Director. Directors will be provided a quarterly report of their
Plan account.
The Plan, which is not subject to the Employee Retirement Income
Security Act of 1974, is administered by the Board, which acts as manager of
the Plan. The Board is responsible for determining eligibility for
participation and circumstances, other than death or disability, which may
lead to forfeiture of restricted stock received pursuant to the Plan. The
Board reserves the right to modify or terminate the Plan at any time.
Additional Information
Additional information about the Plan and its administration may be
obtained by contacting the following:
Mr. H. Lowell Davis
Vice Chairman and Chief Financial Officer
Potomac Electric Power Company
1900 Pennsylvania Avenue, N.W.
Washington, D.C. 20068
(202) 872-3003
If you wish a copy of the following documents, which are incorporated by
reference in the Registration Statement related to the Plan, you may obtain a
copy, without charge, by written or oral request directed to the Secretary,
Potomac Electric Power Company, 1900 Pennsylvania Avenue, N.W., Washington,
D.C. 20068 (tel. (202) 872-2456):
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
(c) The description of the Company's Common Stock included in
registration statements and reports filed with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, including
any amendment or report for the purpose of updating such description.
INFORMATION REGARDING DIRECTOR RETAINER DEFERRAL ELECTION
The attached election form permits you, in your sole discretion, to
defer for three years recognition of compensation income otherwise associated
with your receipt of a Director retainer in the form of Pepco stock.
The income deferral opportunity is provided through the voluntary
subjection of the corporate stock to a risk of forfeiture. That is, if you
were to terminate your status as a Director or Advisory Director for any
reason other than death, disability or such other circumstances as may be
identified and approved by the Board of Directors from time to time prior to
the expiration of the three-year "risk" period described in your deferral
election form, you would forfeit the stock that had been earned as your
retainer. If your termination from the status of Director is associated with
death, disability or such other circumstances as may be identified and
approved by the Board of Directors from time to time, there would be no
forfeiture.
The rules as to recognition of income are as follows:
1. If you choose to receive your retainer in the form of stock, have
retained your status as a Director through the date of the receipt of the
stock and do not wish to subject the shares of stock to a risk of forfeiture,
you will be taxed on the shares six months after the date they are delivered
to you based upon their value as of such date, unless you choose to make an
election under Section 83(b) to have the taxable event be the date on which
the shares are received by you. In order to be effective, a Section 83(b)
election must be made no more than thirty days following the receipt of stock.
If you do not make the Section 83(b) election, and you have not elected to
subject your stock to a risk of forfeiture, it is still conceivable that the
date of the deemed tax event will fall in a different calendar year from the
year in which the shares are received. This would be the case with respect to
any shares received in the months of July through December since the deemed
tax event will take place on the date which is six months after the date of
the receipt of the stock.
2. If you elect to subject the shares of stock to a risk of forfeiture,
you will not be taxed on the value of the shares until such time as the risk
of forfeiture lapses. At such time, your taxable income will be based upon
the adjusted value of stock at that date. Any dividends payable with respect
to the stock during the three-year "risk" period would be paid directly to you
and would be characterized as compensation income for tax purposes.
June 17, 1994
ELECTION REGARDING PAYMENT OF DIRECTOR RETAINER
The undersigned, constituting a Director or Advisory Director of Potomac
Electric Power Company (the "Company") hereby agrees as follows:
(1) The undersigned hereby elects to have _____% of the amount of
retainer which would otherwise be payable in cash to the undersigned with
respect to the fiscal year beginning July 1, 1994 and ending June 30, 1995
paid instead in shares of stock of Potomac Electric Power Company.
(2) The undersigned agrees that any stock to be issued to the
undersigned pursuant to this election shall be - (check one):
_____ (i) Issued when earned and fully vested and not
subject to a risk of forfeiture. I direct
that the stock be registered as follows:
__________________________
__________________________
__________________________
_____ (ii) Issued when earned but unvested and subject to
forfeiture if the undersigned terminates his/her
status as a Director or Advisory Director of the
Company prior to the third anniversary of the date
of the issuance of the stock for any reason other
than death, the incurrence of a total disability
or such other circumstances as may be identified
and approved by the Board of Directors from time
to time.
IN WITNESS WHEREOF, the undersigned has executed this Election effective
for all purposes as of the _____ day of __________________________, 1994.
Signature: ____________________________________
Name: ____________________________________
Please Print
Exhibit 5
June 17, 1994
Potomac Electric Power Company
Washington, D. C.
Dear Sirs:
Potomac Electric Power Company (the "Company") proposes to register,
pursuant to the Securities Act of 1933, as amended, 50,000 shares of its
Common Stock, $1 par value (the "Stock") for use under the Stock Compensation
Plan for the Board of Directors of Potomac Electric Power Company (the
"Directors Stock Plan"). In that connection, you have asked my opinion as to
the legality of such Stock.
As counsel for the Company, I have examined such certificates, corporate
records and other documents and such questions of law as I have considered
necessary or appropriate for the purposes of this opinion, and, on the basis
of such examination, advise you that, in my opinion (i) the Company has been
duly incorporated and is now validly existing as a corporation under the laws
of the District of Columbia and of the Commonwealth of Virginia, and (ii) the
Stock has been validly authorized by the Board of Directors of the Company,
and will be legally issued, fully paid and non-assessable, when (a) the
Company's Registration Statement under the Securities Act of 1933 shall have
become and remain effective with respect to the Stock in the Directors Stock
Plan, (b) the Stock has been issued and payment received therefor in
accordance with the provisions of the Directors Stock Plan, and (c) with
respect to any Stock issued by the Company to the Directors Stock Plan, such
issuance has been authorized by the Public Service Commission of the District
of Columbia.
I hereby consent that a copy of this opinion be filed as an exhibit to
the above-mentioned Registration Statement under the Securities Act of 1933
and to the making in the Registration Statement of the statements with respect
to me which are made under the caption "Legal Opinions" in said Registration
Statement.
Very truly yours,
/S/ BETTY K. CAULEY
Betty K. Cauley
Exhibit 15
June 17, 1994
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Dear Sirs:
We are aware that Potomac Electric Power Company has incorporated by reference
our report dated May 2, 1994 (issued pursuant to the provisions of Statement
on Auditing Standards No. 71) in its Registration Statement on Form S-8 to be
filed on or about June 17, 1994. We are also aware of our responsibilities
under the Securities Act of 1933.
Very truly yours,
/S/ PRICE WATERHOUSE
Price Waterhouse
Washington, D.C.
Exhibit 23.2
CONSENT
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 21, 1994 appearing in the
1993 Annual Report to shareholders of Potomac Electric Power Company, which is
incorporated by reference in the Potomac Electric Power Company's Annual
Report on Form 10-K for the year ended December 31, 1993. We also consent to
the incorporation by reference of our report on the Consolidated Financial
Statement Schedules, which appears under Item 14(d) of such Annual Report on
Form 10-K.
/S/ Price Waterhouse
PRICE WATERHOUSE
Washington, D.C.
June 17, 1994
Exhibit 24
P O T O M A C E L E C T R I C P O W E R C O M P A N Y
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned POTOMAC ELECTRIC
POWER COMPANY, a District of Columbia corporation and a domestic corporation
of the Commonwealth of Virginia, and the undersigned directors and officers of
said Company hereby constitute and appoint Edward F. Mitchell, John M.
Derrick, Jr., H. Lowell Davis, Dennis R. Wraase, William T. Torgerson, Earl K.
Chism, Betty K. Cauley, Mary T. Howard, and Peyton G. Middleton, Jr., and each
of them, their true and lawful attorneys and agents with full power and
authority, in their names and on their behalf, or otherwise, to do any and all
acts and things and to execute any and all instruments which said attorneys
and agents, or any of them, may deem necessary or advisable to enable Potomac
Electric Power Company to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under said
Act of additional shares of Common Stock, $1 par value, of said Company, in
connection with the Stock Compensation Plan for the Board of Directors of
Potomac Electric Power Company, including specifically, but without limiting
the generality of the foregoing, power and authority to sign the name of
Potomac Electric Power Company, and the names of the undersigned directors and
officers in the respective capacities indicated below, to the registration
statement to be filed with the Securities and Exchange Commission in respect
of said Common Stock, to any and all amendments to said registration statement
and to any instruments or documents filed as a part of or in connection with
said registration statement or amendments thereto; and each of the undersigned
hereby ratifies and confirms all that said attorneys and agents, or any of
them, shall do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed, or caused to
be subscribed, these presents this 17th day of June, 1994.
POTOMAC ELECTRIC POWER COMPANY
/s/ Edward F. Mitchell
By Edward F. Mitchell
Chairman of the Board and
Chief Executive Officer
Signature
/s/ Edward F. Mitchell
Principal Executive Officer: EDWARD F. MITCHELL
Chairman of the Board and
Chief Executive Officer
/s/ H. Lowell Davis
Principal Financial Officer: H. LOWELL DAVIS
Vice Chairman and Chief
Financial Officer and Director
/s/ Dennis R. Wraase
Principal Accounting Officer: DENNIS R. WRAASE
Senior Vice President
(over)
/s/ Roger R. Blunt, Sr.
Director __________________________________________
ROGER R. BLUNT, SR.
/s/ A. James Clark
Director __________________________________________
A. JAMES CLARK
/s/ John M. Derrick, Jr.
Director __________________________________________
JOHN M. DERRICK, JR.
/s/ Richard E. Marriott
Director __________________________________________
RICHARD E. MARRIOTT
/s/ David O. Maxwell
Director __________________________________________
DAVID O. MAXWELL
/s/ Floretta D. McKenzie
Director __________________________________________
FLORETTA D. McKENZIE
/s/ Ann D. McLaughlin
Director __________________________________________
ANN D. McLAUGHLIN
/s/ Peter F. O'Malley
Director __________________________________________
PETER F. O'MALLEY
/s/ Louis A. Simpson
Director __________________________________________
LOUIS A. SIMPSON
/s/ W. Reid Thompson
Director __________________________________________
W. REID THOMPSON
