Registration No.
==============================================================================
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 registrant as specified in its charter)
District of Columbia and Virginia 53-0127880
- --------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1900 Pennsylvania Avenue, N.W.
Washington, D.C. 20068
202-872-2000
------------------------------
(Address of registrant's Executive Offices)
STOCK COMPENSATION PLAN FOR THE BOARD OR DIRECTORS
OF POTOMAC ELECTRIC POWER COMPANY (THE "DIRECTORS STOCK PLAN")
--------------------------------------------------------------
(Full title of plan)
ELLEN SHERIFF ROGERS
Potomac Electric Power Company
1900 Pennsylvania Avenue, N.W.
Washington, D.C. 20068
------------------------------
(Name and address of agent for service)
(202) 872-3526
--------------
Telephone number, including area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price offering Registration
to be registered registered per unit (1) price Fee
- ------------------------------------------------------------------------------
Common Stock,
$1 par value . . .294,569 shares $24.875/sh $7,110,130 $1,835.00
==============================================================================
(1) This registration fee has been calculated pursuant to Rule 457(h) on the
basis of the average high and low prices of the Company's common stock
on the New York Stock Exchange on June 12, 1998.
(2) Pursuant to General Instruction E of Form S-8 under the Securities Act
of 1933, this Registration Statement covers 250,000 securities
registered under this Registration Statement and 44,569 unsold
securities having an aggregate offering amount of $891,380 previously
registered under Registration Statement No. 033-54197 for which a
registration fee of $308 was paid.
PART II.
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Potomac Electric Power Company
("PEPCO" or the "Company") with the Securities and Exchange Commission are
incorporated in this Registration Statement by reference and made a part of
this Registration Statement:
(a) The Company's latest annual report on Form 10-K for the
year ended December 31, 1997, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Form 10-Q for the quarter ended March 31,
1998;
(c) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the 1934 Act since the end of the fiscal
year covered by the annual report on Form 10-K referred to above; and
(d) The description of the Company's Common Stock set forth
in the Company's Registration Statement filed pursuant to Section 12
of the 1934 Act, including any amendments or reports updating such
description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act on or subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby 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 filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any
other contemporaneously or subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 29-304(1b) of the District of Columbia Business
Corporation Act, a corporation may indemnify against expenses any directors or
officers made party to a proceeding by reason of his service as such, except
in relation to matters as to which any such director or officer shall be
adjudged to be liable for negligence or misconduct in the performance of duty.
Such indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of shareholders
or otherwise.
Under Section 13.1-697 of the Virginia Stock Corporation Act
("VSCA"), a Virginia corporation may indemnify a director who was, is or is
threatened to be made a party to any proceeding if the director acted in good
faith and (i) he believed, in the case of conduct in his official capacity
with the corporation, that his conduct was in the best interests of the
corporation or, in the case of other conduct, that his conduct was at least
not opposed to the best interests of the corporation, or (ii) in the case of a
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a director in connection with (i) a
proceeding by or in the right of the corporation in which the director was
found liable to the corporation or (ii) any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit
was improperly received. Indemnification permitted under this section of the
VSCA in connection with a proceeding by or in the right of the corporation is
limited to reasonable expenses incurred in connection with the proceeding.
Under VSCA Section 13.1-698, unless limited by its Articles of
Incorporation, a corporation must indemnify against reasonable expenses a
director who entirely prevails in the defense of any proceeding to which he
was a party because he is or was a director of the corporation.
Under VSCA Section 13.1-700.1, a court of appropriate
jurisdiction, upon the application of a director, may order a corporation to
advance or reimburse expenses or provide indemnification if the court
determines that the director is so entitled. With respect to a proceeding by
or in the right of the corporation, a court may order indemnification of the
director to the extent of his reasonable expenses even though he was adjudged
liable to the corporation.
Under VSCA Section 13.1-699, a corporation may advance reasonable
expenses to a director made a party to a proceeding under certain
circumstances, including the furnishing by the director of (i) a written
statement of his good faith belief that he has met the standard of conduct
necessary to obtain indemnification and (ii) a written undertaking to repay
the advance if it is ultimately determined that he did not meet that standard.
Under VSCA Section 13.1-702, a corporation may indemnify an officer, employee
or agent of a corporation to the same extent as a director. Under VSCA
Section 13.1-704, a corporation may provide indemnification in addition to
that provided by statute if authorized by its Articles of Incorporation, a
bylaw made by the shareholders, or any resolution adopted by the shareholders,
except indemnification against willful misconduct or a knowing violation of
the criminal law.
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 Exhibits
- ----------- -----------------------
3 Articles of Incorporation of the Company (incorporated by
reference to the Company's Form 10-K for the fiscal year
ended December 31, 1997. SEC File No. 1-1072)
5 Opinion of William T. Torgerson, Esquire
15 Letter re unaudited financial information
23.1 Consent of Price Waterhouse LLP
23.2 Consent of William T. Torgerson, Esquire (included in
Exhibit No. 5)
24 Power of Attorney and Board Resolutions
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
The Company 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;
(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
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by references in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(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) Filing incorporating subsequent Exchange Act Documents by
Reference.
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 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, as amended (the "1933 Act") may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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 Form S-8 and had duly caused this
registration statement to be signed on its behalf by the undersigned, who is
duly authorized to sign, in the City of Washington, District of Columbia, on
the 19th day of June, 1998.
POTOMAC ELECTRIC POWER COMPANY
By /s/ D. R. WRAASE
__________________________
Dennis R. Wraase
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
Signature: Title: Date:
Edward F. Mitchell* Chairman of the Board
- ---------------------
Edward F. Mitchell and Director June 19, 1998
John M. Derrick, Jr.* President, Chief Executive
- ---------------------
John M. Derrick, Jr. Officer and Director June 19, 1998
Dennis R. Wraase* Senior Vice President,
- ---------------------
Dennis R. Wraase Chief Financial Officer
and Director June 19, 1998
Roger R. Blunt, Jr.* Director June 19, 1998
- ---------------------
Roger R. Blunt, Jr.
Edmund B. Cronin, Jr.* Director June 19, 1998
- ---------------------
Edmund B. Cronin, Jr.
Richard E. Marriott* Director June 19, 1998
- ---------------------
Richard E. Marriott
David O. Maxwell* Director June 19, 1998
- ---------------------
David O. Maxwell
Floretta D. McKenzie* Director June 19, 1998
- ---------------------
Floretta D. McKenzie
Ann D. McLaughlin* Director June 19, 1998
- ---------------------
Ann D. McLaughlin
Peter F. O'Malley* Director June 19, 1998
- ---------------------
Peter F. O'Malley
_______________________ Director
Louis A. Simpson
A. Thomas Young* Director June 19, 1998
- ---------------------
A. Thomas Young
*By /s/ ELLEN SHERIFF ROGERS
____________________
Ellen Sheriff Rogers
Attorney-in-Fact
Exhibit No. Description of Exhibits
- ----------- -----------------------
3 Articles of Incorporation of the Company (incorporated by
reference to the Company's Form 10-K for the fiscal year
ended December 31, 1997. SEC File No. 1-1072)
5 Opinion of William T. Torgerson, Esquire
15 Letter re unaudited financial information
23.1 Consent of Price Waterhouse LLP
23.2 Consent of William T. Torgerson, Esquire (included in
Exhibit No. 5)
24 Power of Attorney and Board Resolutions
Exhibit 5
June 19, 1998
Securities and Exchange Commission
450 - 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs:
This opinion is given in connection with the Registration Statement on
Form S-8 filed by Potomac Electric Power Company (the Company) with the
Securities and Exchange Commission for registration under the Securities Act
of 1933, as amended, of up to 294,569 shares of Common Stock (Shares) in the
Company's Stock Compensation Plan for the Board of Directors (Plan).
Based upon my review and knowledge of applicable regulatory and
corporate action authorizing issuance of the Shares in the Plan, it is my
opinion that:
(1) The Company is duly organized and validly existing under the
laws of the District of Columbia and Virginia;
(2) The Shares in the Plan will, when issued pursuant to the Plan,
be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/S/ WILLIAM T. TORGERSON
William T. Torgerson
Exhibit 15
June 19, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Potomac Electric Power Company has incorporated by reference
our report dated May 13, 1998 (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 19, 1998. We are also aware of our responsibilities
under the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
Exhibit 23.1
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 16, 1998, which appears on
page 32 of the 1997 Annual Report to Shareholders of Potomac Electric Power
Company, which is incorporated by reference in Potomac Electric Power
Company's Annual Report on Form 10-K for the year ended December 31, 1997. We
also consent to the incorporation by reference of our report on the
Consolidated Financial Statement Schedule, which appears on page 49 of such
Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
Washington, DC
June 19, 1998
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 directors and
officers of POTOMAC ELECTRIC POWER COMPANY (the "Company") hereby constitute
and appoint John M. Derrick, Jr., Dennis R. Wraase, William T. Torgerson,
Anthony J. Kamerick, Ellen Sheriff Rogers, Peyton G. Middleton, Jr. and Karen
G. Almquist, and each of them, their true and lawful attorneys and agents with
full power and authority, in their names and on their behalf, 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 Exchange
Act of 1933, as amended (the "Act"), the Securities Exchange Act of 1934, as
amended, and the rules, regulations and requirements of the Securities and
Exchange Commission thereunder, and to comply with the securities laws of any
state of the United States or any other jurisdiction, in connection with a
Registration Statement on Form S-8 to be filed under the Act for the public
offering and sale of up to 1,000,000 shares of the Common Stock of the
Company, $1 par value, in connection with the Long-Term Incentive Plan and the
Director Stock Plan of the Company, including specifically, but without
limiting the generality of the foregoing, power and authority to sign the
names of the undersigned directors and officers, in the respective capacities
indicated below, to of said Registration Statements and to any instruments or
documents filed as a part of or in connection with said Registration
Statements or amendment 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 22nd day of April, 1998.
Signature
/s/ JOHN M. DERRICK
Principal Executive Officer: JOHN M. DERRICK, JR.
President, Chief Executive
Officer and Director
Principal Financial Officer and /s/ D. R. WRAASE
Principal Accounting Officer: DENNIS R. WRAASE
Senior Vice President, Chief
Financial Officer and Director
/s/ ROGER R. BLUNT
Director ___________________________________
ROGER R. BLUNT, SR.
/s/ EDMUND B. CRONIN, JR.
Director ___________________________________
EDMUND B. CRONIN, JR.
/s/ R. 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/ EDWARD F. MITCHELL
Director __________________________________
EDWARD F. MITCHELL
/s/ PETER F. O'MALLEY
Director ___________________________________
PETER F. O'MALLEY
Director ___________________________________
LOUIS A. SIMPSON
/s/ A. T. YOUNG
Director ___________________________________
A. THOMAS YOUNG
SECRETARY'S CERTIFICATE
I, Ellen Sheriff Rogers, Secretary of Potomac Electric Power Company,
hereby certify that the folowing resolutions were adopted by the Board of
Directors of the Company on April 22, 1998, and they remain in full force and
effect this 19th day of June, 1998.
/s/ ELLEN SHERIFF ROGERS
_________________________
Ellen Sheriff Rogers
RESOLVED, that original issue shares of Common Stock of the Company when
issued and sold in accordance with the terms of the Long-Term Incentive Plan
or the Director Stock Plan (collectively "the Plans"), if any, be, and hereby
are, declared to be fully paid and non-assessable; and further
RESOLVED, that appropriate officers of the Company be, and hereby are,
authorized to engage the services of a broker for the purpose of acquiring
shares of the Company's Common Stock for use under the Plans; and further
RESOLVED, that the officers of the Company be, and hereby are,
authorized and empowered to prepare, execute and file, in the name and on
behalf of the Company, with the Securities and Exchange Commission, the Public
Service Commission of the District of Columbia, and the New York Stock
Exchange, Inc., any and all such registration statements, listing applications
and other applications and documents, and any and all such subsequent
amendments thereto, for the registration, listing, or authorization of up to
1,000,000 shares of the Common Stock of the Company, as said officers, acting
with the advice of counsel, may deem necessary or desirable in connection with
the issuance and sale of such shares of Common Stock of the Company under the
Long-Term Incentive Plan and the Director Stock Plan; and further
RESOLVED, that William T. Torgerson and Ellen Sheriff Rogers be, and
hereby are, designated as the persons authorized to receive notices and
communications from the Securities and Exchange Commission with respect to the
registration statements filed under the Securities Act of 1933 and Securities
Exchange Act of 1934; and further
RESOLVED, that the officers of the Company be, and hereby are,
authorized and empowered to prepare, execute and deliver, in the name and on
behalf of the Company, powers of attorney in favor of John M. Derrick, Jr.,
Dennis R. Wraase, William T. Torgerson, Anthony J. Kamerick, Ellen Sheriff
Rogers, Karen G. Almquist and Peyton G. Middleton, Jr., and each of them,
authorizing said attorneys-in-fact, among other things, to sign on behalf of
the Company such registration statements, listing applications and other
applications and documents, and any and all subsequent amendments thereto,
filed in connection therewith; and further
RESOLVED, that, if shares of the Common Stock of the Company proposed to
be issued and sold, are listed on the New York Stock Exchange, Inc., the
officers of the Company be, and hereby are, authorized by the Company to
appear before the Exchange, with authority to make such changes in the
application or applications for such listings or in any agreements relating
thereto, as may be necessary to conform with the requirements for listing; and
further
RESOLVED, that the officers of the Company be, and hereby are,
authorized and empowered to execute and file, in the name and on behalf of the
Company or otherwise, all such applications, consents to service of process,
powers of attorney and other instruments, notices and documents, and to do any
and all such other acts and things as they may, with the advice of counsel,
deem necessary or desirable to obtain the approval of any regulatory
commission or authority whose approval of the issuance and sale of the shares
of Common Stock of the Company is or may be required, or to qualify the
Company for the sale of the shares of Common Stock of the Company under the
Securities or Blue Sky Laws of such states of the United States as the
officers of the Company may deem advisable; and further
RESOLVED, that the officers of the Company are authorized and directed,
on behalf of the Company, to take or cause to be taken all such actions as
they may deem necessary or desirable in order to carry into effect the
purposes and intent of these resolutions.
