AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1994
REGISTRATION NO. 33-
==============================================================================
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)
SAVINGS PLAN FOR EXEMPT EMPLOYEES, SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES,
AND SAVINGS PLAN FOR NON-BARGAINING UNIT, NON-EXEMPT EMPLOYEES (COLLECTIVELY
THE "SAVINGS PLANS") OF POTOMAC ELECTRIC POWER COMPANY
(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(1).......... 1,200,000 shs.(2) $19.375(3) $23,250,000 $8,017
==============================================================================================
<FN>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plans described herein.
(2) Represents shares in which future employee contributions to the Savings Plans may be
invested. 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.
(3) 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 May 16, 1994.
==============================================================================================
</TABLE>
<PAGE>
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Items 3, 4, 5, 6, 7, and 9 are hereby incorporated by reference from
Registration Statement No. 33-36798.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
- ----------- ----------------------
4 -- Master Trust Agreement between the Company and
The Riggs National Bank of Washington, D.C., as
Trustee, effective January 1, 1989 (Exh. 4 to
Registration Statement No. 33-36798, 9/12/90).
5.1 -- Determination Letters from the Internal Revenue
Service (IRS) relating to the Savings Plans.
(Exh. 5(a) to Registration Statement No.
33-36798, 9/12/90).*
5.2 -- Opinion of Betty K. Cauley, Esq.
15 -- Letter regarding Interim Financial Information.
23.1 -- Consent of Betty K. Cauley, Esq., contained in
Exhibit 5.2.
23.2 -- Consent of Independent Accountants.
24.1 -- Power of Attorney of Directors and Officers of
the Company.
24.2 -- Power of Attorney of Members of Administrative
Board of Savings Plans.
________________
*Since the receipt of the IRS Determination Letters each of the Savings
Plans has been amended in certain respects. The undersigned registrant hereby
undertakes to submit such amendments to the IRS promptly and will make any
necessary changes to the Savings Plans in order to obtain Determination
Letters relating to such amendments.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING 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 18TH DAY OF MAY, 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)
May 18, 1994
-2-
<PAGE>
(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)
MARY T. HOWARD
*By:------------------------------------
(Mary T. Howard, Attorney-in-fact)
May 18, 1994
-3-
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE SAVINGS
PLANS HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON THEIR
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
WASHINGTON, DISTRICT OF COLUMBIA, ON THE 18TH DAY OF MAY, 1994.
SAVINGS PLAN FOR EXEMPT EMPLOYEES,
SAVINGS PLAN FOR BARGAINING UNIT
EMPLOYEES, AND SAVINGS PLAN FOR
NON-BARGAINING UNIT, NON-EXEMPT
EMPLOYEES OF POTOMAC ELECTRIC
POWER COMPANY
By H. L. DAVIS*
---------------------------------------
(H. Lowell Davis, Chairman Administrative
Board)
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.
JOHN M. DERRICK, JR.*
- ------------------------------- Member, Administrative Board
(John M. Derrick, Jr.)
PAUL DRAGOUMIS*
- ------------------------------- Member, Administrative Board
(Paul Dragoumis)
WILLIAM T. TORGERSON*
- ------------------------------- Member, Administrative Board
(William T. Torgerson)
D. R. WRAASE*
- ------------------------------- Member, Administrative Board
(Dennis R. Wraase)
ROBERT C. GRANTLEY*
- ------------------------------- Member, Administrative Board
(Robert C. Grantley)
A. S. MACEROLLO*
- ------------------------------- Member, Administrative Board
(Anthony S. Macerollo)
*By MARY T. HOWARD
----------------------------------
(Mary T. Howard, Attorney-in-fact) May 18, 1994
-4-
<PAGE>
Exhibit 5.2
May 18, 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, 1,200,000 shares of its
Common Stock, $1 par value (the "Stock"), and an indeterminate amount of
interests (the "Interests") for use under the Company's Savings Plan for
Exempt Employees, Savings Plan for Bargaining Unit Employees, and Savings Plan
for Non-Bargaining Unit, Non-Exempt Employees (collectively, the "Savings
Plans"). In that connection, you have asked my opinion as to the legality of
such Stock and the Interests.
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, will be legally
issued, fully paid and non-assessable, and that the Interests in the Savings
Plans will be valid, fully paid and non-assessable rights of participating
employees in accordance with and subject to the terms and provisions of the
Savings Plans, when (a) the Company's Registration Statement under the
Securities Act of 1933 shall have become and remain effective with respect to
the Stock and the Interests in the Plans, (b) the Stock and the Interests have
been issued and payment received therefor in accordance with the provisions of
the Savings Plans, and (c) with respect to any Stock issued by the Company to
the Savings Plans, 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
May 18, 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 May 18, 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. We also consent to the incorporation by reference in the
Registration Statement of our reports dated October 25, 1993 appearing in the
Annual Reports of the Potomac Electric Power Company Savings Plan for Exempt
Employees, Savings Plan for Bargaining Unit Employees, and Savings Plan for
Non-Bargaining Unit, Non-Exempt Employees on Form 11-K for the year ended June
30, 1993.
/s/ Price Waterhouse
PRICE WATERHOUSE
Washington, D.C.
May 18, 1994
Exhibit 24.1
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, 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, and related
participations in connection with the Savings Plan for Exempt Employees, the
Savings Plan for Bargaining Unit Employees, and the Savings Plan for Non-
Bargaining Unit, Non-Exempt Employees (collectively, the "Savings Plan")
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 18th day of May, 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)
<PAGE>
/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
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 SAVINGS PLAN FOR
EXEMPT EMPLOYEES, SAVINGS PLAN FOR BARGAINING UNIT EMPLOYEES, AND SAVINGS PLAN
FOR NON-BARGAINING UNIT, NON-EXEMPT EMPLOYEES OF Potomac Electric Power
Company (collectively, the "Savings Plan") and the undersigned members of the
Administrative Board of the Savings Plan hereby constitute and appoint Edward
F. Mitchell, 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 attorneys and
agents, or any of them, may deem necessary or advisable to enable Potomac
Electric Power Company or the Savings Plan 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, and related participations in connection with the
Savings Plan, including specifically, but without limiting the generality of
the foregoing, power and authority to sign the name of the Savings Plan, and
the names of the undersigned members of the Administrative Board in the
respective capacities indicated below, to the registration statement to be
filed with the Securities and Exchange Commission in respect of the Savings
Plan, 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 hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed, or caused to
be subscribed, these presents this 18th day of May, 1994.
SAVINGS PLAN of Potomac Electric Power Company
/s/ H. Lowell Davis
By - H. Lowell Davis
Chairman, Savings Plan
Administrative Board
/s/John M. Derrick, Jr.
Member, Administrative Board -----------------------------------
JOHN M. DERRICK, JR.
/s/Paul Dragoumis
Member, Administrative Board ------------------------------------
PAUL DRAGOUMIS
/s/William T. Torgerson
Member, Administrative Board ------------------------------------
WILLIAM T. TORGERSON
/s/Dennis R. Wraase
Member, Administrative Board ------------------------------------
DENNIS R. WRAASE
/s/Anthony S. Macerollo
Member, Administrative Board ------------------------------------
ANTHONY S. MACEROLLO
/s/Robert C. Grantley
Member, Administrative Board ------------------------------------
ROBERT C. GRANTLEY
