As filed with the Securities and Exchange Commission on February 23, 1999
Registration No. 333-66127
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
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 of (IRS Employer Identification No.)
incorporation or organization)
____________________
1900 PENNSYLVANIA AVENUE, N.W., WASHINGTON, D.C. 20068
(202) 872-2000
(Address, including zip code, and telephone number,
including area code, of
registrant's principal executive offices)
____________________
ELLEN SHERIFF ROGERS, ESQ.
Associate General Counsel, Secretary and Assistant Treasurer
Potomac Electric Power Company
1900 Pennsylvania Avenue, N.W.
Washington, D.C. 20068
(202) 872-3526
(Name, address, including zip code, and telephone number,
including area code,
of agent for service of process)
____________________
With Copies to:
D. Michael Lefever, Esq. Richard L. Harden, Esq.
Covington & Burling Winthrop, Stimson, Putnam &
1201 Pennsylvania Avenue, N.W. Roberts
Washington, D.C. 20004 One Battery Park Plaza
New York, New York 10004
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
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, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the 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. [_]
____________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
PRELIMINARY PROSPECTUS DATED FEBRUARY 23, 1999
SUBJECT TO COMPLETION
POTOMAC ELECTRIC POWER COMPANY
FIRST MORTGAGE BONDS
Potomac Electric Power Company is offering up to $270,000,000 in
principal amount of our First Mortgage Bonds. We will offer the Mortgage
Bonds in separate series. Each time we offer a series of Mortgage Bonds,
this Prospectus will be accompanied by a Prospectus Supplement that will
provide specific details concerning the terms of the particular series of
Mortgage Bonds that is being offered. These terms will include:
Bullet the total principal amount of Mortgage Bonds of the series;
Bullet the interest rate and the interest payment dates;
Bullet the maturity date;
Bullet the offering price;
Bullet the redemption terms; and
Bullet any other specific terms applicable to the series.
Our obligation to pay the principal, any premium, and interest on each
series of First Mortgage Bonds, as well as on all of our other outstanding
series of Mortgage Bonds is secured by a first lien on substantially all of
our assets.
____________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary
is a criminal offense.
____________________
This Prospectus is dated _________, 1999
<PAGE>
The Information in this Prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This Prospectus is
not an offer to sell these securities and it is not soliciting an offer
to buy these securities in any state where the offer or sale is not
permitted.
<PAGE>
You should rely only on the information provided in, or incorporated
by reference in, this Prospectus and the accompanying Prospectus Supplement.
We have not authorized anyone else to provide you with any information that
is not in or incorporated by reference in the Prospectus or the Prospectus
Supplement. We are not offering the First Mortgage Bonds in any state
where the offer is not permitted. You should assume that the information
in this Prospectus and the Prospectus Supplement is accurate only as
of the date on the cover of those documents.
ABOUT THIS PROSPECTUS
This Prospectus is part of a Registration Statement we have filed with
the SEC relating to the Mortgage Bonds we are offering. The Registration
Statement contains additional information.
This Prospectus provides a general description of the Mortgage Bonds.
Each time we offer a series of Mortgage Bonds the Prospectus will be
accompanied by a Prospectus Supplement that will specify the terms of the
Mortgage Bonds of that series. The Prospectus Supplement also may add,
update or change the information in this Prospectus, so you should
read both this Prospectus and the Prospectus Supplement together.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy these documents,
as well as the Registration Statement, at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at which our
SEC filings may be found. The address of that site is http://www.sec.gov.
You can also obtain information about us at our website, the address of
which is http://www.pepco.com.
INCORPORATION OF INFORMATION BY REFERENCE
The information in the Prospectus is deemed to include the information
contained in the documents listed below that we have filed with the SEC and
which are incorporated in this Prospectus by reference:
Bullet our Annual Report on Form 10-K for the year ended December 31, 1997;
Bullet our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998, and September 30, 1998; and
Bullet our Current Reports on Form 8-K, dated January 26, 1998,
July 1, 1998, January 4, 1999 and January 29, 1999,
February 1, 1999 and February 3, 1999.
2
<PAGE>
In addition, all documents that we file with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the
date of this Prospectus will, upon filing, be deemed incorporated in this
Prospectus by reference. The information contained in a later filing
automatically will update the information in this Prospectus and the
accompanying Prospectus Supplement or in any earlier filing that is
incorporated by reference.
We will send you, at no cost to you, a copy of any filing that is
incorporated by reference in the Prospectus. However, we are not obligated
to, and will not provide, copies of the exhibits to any of these filings.
You may request a copy of any of these filings by writing or calling Ellen
Sheriff Rogers, Associate General Counsel, Secretary and Assistant Treasurer,
Potomac Electric Power Company, 1900 Pennsylvania Avenue, N.W., Washington,
D.C. 20068 (202-872-3526).
THE COMPANY
We are incorporated under both District of Columbia and Virginia laws.
Our principal business is the generation, transmission, distribution and sale
of electric energy in the Washington, D.C. metropolitan area. Our service
area includes the District of Columbia and major portions of Montgomery and
Prince George's Counties in Maryland. We have a contract to supply electric
energy at wholesale, through at least December 31, 2000, to the Southern
Maryland Electric Cooperative, Inc., which distributes electricity in Calvert,
Charles, Prince George's and St. Mary's Counties in southern Maryland.
We have a wholly owned nonutility subsidiary, Potomac Capital Investment
Corporation ("PCI"), through which we conduct nonutility investment programs
and operating businesses. PCI is a provider of energy, telecommunications
and related products and services in the Northern Virginia/Washington,
D. C./Baltimore metropolitan area. PCI also has financial investments
in aircraft, leases and securities. Our mailing address is 1900 Pennsylvania
Avenue, N.W., Washington, D.C. 20068, and our telephone number is
202-872-2000.
USE OF PROCEEDS
Unless we state otherwise in a Supplemental Prospectus, we will use the
proceeds from the sale of the Mortgage Bonds for one or more of the following
purposes:
Bullet to refund short-term debt we have incurred primarily to
finance, on a temporary basis, our utility construction
program and operations
Bullet to refund senior securities, including the retirement of
long-term debt and the satisfaction of contractual
sinking fund requirements
3
<PAGE>
SELECTED FINANCIAL INFORMATION
This selected financial information was derived from, and is qualified
in its entirety by, the audited consolidated financial statements contained
in our Annual Report on Form 10-K for the year ended December 31, 1997, and
the audited consolidated financial statements contained in our Current
Report on Form 8-K dated January 29, 1999. You can obtain a copy of these
documents as described in "Incorporation of Certain Information by
Reference."
<TABLE>
<CAPTION>
12 Months Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995
(Thousands of Dollars Except Per Share Data)
<C> <C> <C> <C>
Income Statement Data:
Total Revenue.............................. $2,063,928 $1,863,510 $2,010,311 $1,876,102
Operating Revenue.......................... 1,886,080 1,810,829 1,834,857 1,822,432
Net Income................................. 226,347 181,830 236,960 94,391
Earnings for Common Stock.................. 208,267 165,251 220,356 77,540
Basic Earnings Per Share of Common Stock... 1.76 1.39 1.86 .65
Diluted Earnings Per Share of Common Stock. 1.73 1.38 1.82 .65
Balance Sheet Data at end of period:
Property and Plant, net.................... $4,521,177 $4,486,334 $4,423,249 $4,400,311
</TABLE>
<TABLE>
<CAPTION>
As of Dec. 31, 1998
Amount Ratio
(Thousands)
Capital Structure (excluding nonutility subsidiary
debt and current maturities):
<C> <C>
Long-Term Debt.....................................$1,859,077 46.4%
Preferred Securities.......................... .... 125,000 3.1
Preferred Stock.................................... 150,000 3.7
Common Equity...................................... 1,877,355 46.8
Total Capitalization.. ..........................$4,011,432 100.0%
Parent Company Long-Term Debt and Preferred Stock Redemption
Due in One Year and Short-Term Debt................$ 236,919
</TABLE>
<TABLE>
<CAPTION>
RATIOS OF EARNINGS TO FIXED CHARGES
12 Months Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995 1994 1993
======== ======== ======== ======== ======== ========
<C> <C> <C> <C> <C> <C>
Parent company only....... 2.95 2.54 3.08 3.05 3.23 3.20
Fully consolidated........ 2.50 2.03 2.24 1.52 2.37 2.31
</TABLE>
For purposes of computing the ratio of earnings to fixed charges for
rate-regulated public utilities, earnings represent net income before
cumulative effect of accounting changes plus income taxes and fixed charges.
Fixed charges represent interest charges on debt (exclusive of credits
arising from the allowance for funds used during construction) and the
portion of rentals deemed representative of the interest factor.
4
<PAGE>
DESCRIPTION OF MORTGAGE BONDS AND MORTGAGE
We will issue the New Mortgage Bonds under the Mortgage and Deed of Trust,
dated July 1, 1936, between us and The Bank of New York, as mortgage trustee.
The Bank of New York is the successor to The Riggs National Bank of
Washington, D.C., as mortgage trustee. The original Mortgage and Deed of
Trust has been amended and supplemented in the past and will be further
supplemented each time a new series of Mortgage Bonds is issued by a separate
supplemental indenture (a "Supplemental Indenture"). The Supplemental
Indenture will set forth the terms of the new series of Mortgage Bonds.
We refer to the Mortgage and Deed of Trust, as previously amended and
supplemented and as it is to be further supplemented, as the "Mortgage."
Copies of the documents currently constituting the Mortgage and the form of
Supplemental Indenture are filed as exhibits to the Registration Statement.
Each of these documents is incorporated by reference in this Prospectus.
The following summary of the terms of the Mortgage Bonds and the
Mortgage is not complete, and you should refer to the Mortgage and the
Prospectus Supplement for additional information. For your reference,
we have noted the Sections and Articles of the Mortgage and that we describe.
When we refer to "Mortgage Bonds" below, the reference includes the Mortgage
Bonds that we are offering under this Prospectus and all other outstanding
Mortgage Bonds that we have issued or may issue in the future under the
Mortgage. The Mortgage Bonds offered by this Prospectus are referred to as
the "New Mortgage Bonds."
No Event Risk Provisions
The Mortgage does not contain any provisions that are specifically
intended to give holders of Mortgage Bonds special protection in the event
of a highly leveraged transaction.
Registration of Transfer and Exchange.
We will issue the New Mortgage Bonds only in fully registered form
without coupons. Unless the Prospectus Supplement states otherwise, we
will issue the New Mortgage Bonds in denominations of $1,000 or any integral
multiple thereof (Part I, Section 3, of the Supplemental Indenture).
So long as any Mortgage Bonds remain outstanding, we must maintain an
office or agency where you can present or surrender the Mortgage Bonds for
payment or for transfer or exchange and where you can serve notices and
demands to or upon us (Section 4 of Article II; Section 4 of Article
IV). We have designated the corporate trust office of The Bank of New York
in New York, New York, as our agent for these purposes. See "Relationships
with Mortgage Trustee." We will not impose any charges for exchanges of the
New Mortgage Bonds.
Payment of Principal and Interest.
We will pay principal, premium, if any, and interest on the New Mortgage
Bonds in immediately available funds at the corporate trust office of The
Bank of New York or at the office of any other paying agent that we may
designate.
5
<PAGE>
No Sinking Fund.
There will be no improvement and sinking fund or any maintenance and
replacement requirement or dividend restriction for the New Mortgage Bonds.
There are no provisions of this type for any outstanding Mortgage Bonds.
Issuance of Additional Bonds.
Subject to the restriction described in the next paragraph, we may
issue additional Mortgage Bonds under the Mortgage with a total principal
amount of up to:
Bullet 60% of the net bondable value of property additions we have
constructed or acquired after June 30, 1936, that (1) are
not subject to a prior lien and (2) we have not already
used as the basis for issuing Mortgage Bonds.
Bullet the amount of cash we deposit with the mortgage trustee for
such purpose.
Bullet the aggregate principal amount of previously issued Mortgage
Bonds that we have paid at maturity, redeemed or repurchased
other than with funds from the trust estate and that we have
not used as the basis for (1) the issuance of additional
Mortgage Bonds, (2) the withdrawal of cash from the trust
estate, or (3) the reduction of the amount of cash required
to be paid to the mortgage trustee upon the release of
property. These are called "Refundable Bonds" in the Mortgage.
(Sections 4, 6 and 7 of Article III; and Section 4 of Article VIII).
We may not issue additional Mortgage Bonds at any time unless, as
generally provided under the terms of the Mortgage, our earnings before
depreciation, amortization, income taxes and interest charges for any 12
consecutive calendar months during the immediately preceding 15 calendar
months have been at least two times the total annual interest charges on
all outstanding Mortgage Bonds and the additional Mortgage Bonds that we
are issuing. However, this limitation does not apply if we issue Mortgage
Bonds on the basis of (1) Mortgage Bonds paid at, redeemed or repurchased
within two years prior to, maturity, or (2) under limited circumstances,
certain property additions (Sections 3, 4 and 7 of Article III).
After giving effect to the issuance of the $270,000,000 in principal
amount of New Mortgage Bonds at an assumed rate of interest of 7%, the
net earnings described above for the twelve months ended December 31, 1998,
would be approximately 5.7 times the annual interest charges described
above. This level of coverage would permit us to issue approximately
$3.1 billion of additional Mortgage Bonds (in addition to the $270,000,000
in principal amount of New Mortgage Bonds) at an assumed average interest
rate of 7% per annum, against property additions or cash deposits. However,
the current value of net bondable property additions is sufficient to allow
only approximately $690 million of additional Mortgage Bonds on the basis of
property additions.
We may not make property additions constructed or acquired on or before
December 31, 1946, the basis for the issuance of Mortgage Bonds, the
withdrawal of cash or the reduction of cash required to be paid to the
mortgage trustee (Part IV, Section 2, of the Supplemental Indenture).
6
<PAGE>
We may issue bonds secured by a lien that is prior to the lien of the
Mortgage under certain circumstances (Section 16 of Article IV).
We will issue the $270,000,000 in principal amount of New Mortgage Bonds
against property additions. After giving effect to this issuance,
approximately $700 million of property additions and $1.2 billion of
Refundable Bonds will remain available for the purposes permitted by the
Mortgage, including the issuance of additional Mortgage Bonds.
Security.
Mortgage Lien. The New Mortgage Bonds will be secured, together with
all other Mortgage Bonds issued under the Mortgage, by a direct first lien
on substantially all of our properties and franchises. The lien of the
Mortgage is subject to certain permitted leases, liens and other minor
encumbrances. Our principal properties are our generating stations and
electric transmission and distribution systems. The lien of the Mortgage
does not extend to:
Bullet cash, accounts receivable and other liquid assets,
Bullet securities (including securities evidencing our investment
in subsidiaries),
Bullet leases under which we are the lessor,
Bullet equipment and materials not installed as part of our fixed
property,
Bullet other materials, merchandise and supplies that we have
acquired for the purpose of resale or leasing to our
customers in the ordinary course of business, and
Bullet all electric energy and other materials or products that we
generate, manufacture, produce or purchase for sale,
distribution or use in the ordinary course of business.
The lien of the Mortgage also extends to all property we acquire in the
future, subject to rights of persons having superior equities attaching
prior to the recording or filing of an appropriate supplemental indenture.
Release of Property from Mortgage Lien. The Mortgage permits property
to be released from the lien of the Mortgage if we deposit with the mortgage
trustee cash, or purchase money obligations secured by the property
released, in an amount at least equal to the fair value of the property to be
released. However, the amount required to be deposited upon the release of
property may be reduced by reducing by an equal amount the principal amount
of Refundable Bonds against which we may issue additional Mortgage Bonds.
Cash deposited to obtain a release of property may be used by the mortgage
trustee, at our discretion, to redeem or repurchase Mortgage Bonds
(Articles VII and VIII).
Mortgage Defaults.
If an Event of Default under the Mortgage occurs, the mortgage trustee
may, and on the request of the holders of at least 25% of the principal
amount of all outstanding Mortgage Bonds the mortgage trustee must, declare
all of the outstanding Mortgage Bonds immediately due and payable. This
declaration, however, is subject to the condition that, if all interest in
7
<PAGE>
arrears has been paid and all defaults have been cured, the holders of a
majority of the outstanding principal amount of Mortgage Bonds may waive
the default and rescind the acceleration of payment (Section 1 of Article IX).
If an Event of Default occurs, the mortgage trustee may, and on the
request of the holders of at least 25% of the principal amount of all
outstanding Mortgage Bonds the mortgage trustee must, enforce the lien of
the Mortgage by foreclosing on the trust estate (Section 4 of Article IX).
The holders of a majority in principal amount of Mortgage Bonds may direct
proceedings for the sale of the trust estate, or for the appointment of a
receiver or any other proceedings under the Mortgage but they may not
involve the mortgage trustee in any personal liability without indemnifying
it to its satisfaction (Section 11 of Article IX).
No holder of a Mortgage Bond has the right to institute proceedings for
the enforcement of the Mortgage, unless:
Bullet the holder previously has given the mortgage trustee written notice
of an existing default,
Bullet the holders of at least 25% of the outstanding principal amount
of the Mortgage Bonds have requested in writing that the
mortgage trustee take action under the Mortgage and provided the
mortgage trustee with indemnity satisfactory to it, and
Bullet the mortgage trustee refuses or neglects to comply with such
request within a reasonable time.
(Section 12 of Article IX). However, this provision does not impair the
right of any holder of a Mortgage Bond to enforce our obligation to pay the
principal and interest on that Mortgage Bond when due.
Events of Defaults under the Mortgage include:
Bullet our failure to pay principal when it becomes due, whether at the
stated maturity or otherwise,
Bullet our failure to pay interest or to satisfy any sinking fund
obligation within 30 days after the date on which it becomes due,
Bullet our failure to perform or observe any other covenant, agreement
or condition of the Mortgage, which failure continues for at
least 60 days after the mortgage trustee or the holders of at
least 15% in principal amount of Mortgage Bonds have given us
notice of the failure, and
Bullet certain events of bankruptcy, insolvency or reorganization.
(Section 1 of Article IX).
The Mortgage by its terms does not require us to furnish periodic
evidence to the mortgage trustee as to the absence of defaults or as to
compliance with the terms of the Mortgage. However, theTrust Indenture Act
8
PAGE>
of 1939 requires us to provide to the mortgage trustee annually a
certificate as to compliance with the conditions and covenants under the
Mortgage.
Modification of Mortgage.
With the consent of the holders of 80% in principal amount of Mortgage
Bonds, and of 80% in principal amount of Mortgage Bonds of each series
affected if less than all are affected, the Mortgage may be amended to alter
our rights and obligations and the holders' rights and obligations. However,
no amendment may change the terms of payment of the principal or interest on
any Mortgage Bonds or reduce the percentage of holders whose consent is
required to effect any change (Section 6 of Article XV).
The Supplemental Indenture provides that the foregoing percentages will
be reduced to 60% upon the consent or agreement to the change by the holders
of all outstanding Mortgage Bonds. Purchasers of the New Mortgage Bonds will
be deemed to have agreed to this reduction. This change will become
effective as to all of the outstanding Mortgage Bonds, including the New
Mortgage Bonds, at the time all of the supplemental indentures with respect
to outstanding Mortgage Bonds include this provision. After giving effect
to the issuance of the New Mortgage Bonds, 92.2% of the outstanding
Mortgage Bonds will have been issued under a supplemental indenture
containing the modified provision.
Defeasance and Discharge.
If we deposit money for the payment or redemption of Mortgage Bonds,
including the payment of all interest due thereon, with the mortgage trustee
and we have observed all of our covenants under the Mortgage, the Mortgage
Bonds will be deemed paid under the Mortgage and, upon our request, the
mortgage trustee is obligated to cancel and discharge the lien of the
Mortgage (Article XVI).
Consolidations, Mergers and Dispositions of Assets.
Nothing contained in the Mortgage or any Mortgage Bonds, prevents (1)
another corporation from consolidating with or merging into us, (2) us from
merging into another corporation, or (3) us from selling or leasing our
property as an entirety or substantially as an entirety, so long as:
Bullet the transaction is permitted by law and is approved by all
required governmental entities,
Bullet the terms of the transaction do not impair the lien and security
of the Mortgage on any part of the trust estate or the rights and
powers of the mortgage trustee or the holders of Mortgage Bonds,
Bullet if we are not the surviving corporation, or in the case of a sale
of assets, the surviving or acquiring corporation satisfies
certain financial requirements, and
Bullet the successor corporation assumes by supplemental indenture our
obligations under the Mortgage.
(Section 1 of Article XII).
9
<PAGE>
Relationships with Mortgage Trustee.
The Bank of New York, the mortgage trustee, also is the trustee under
our other indentures relating to the following securities issued by us or
arrangements to which we are a party:
Bullet medium-term notes,
Bullet 5% Convertible Debentures due 2002,
Bullet 7% Convertible Debentures due 2018,
Bullet 7-3/8% Junior Subordinated Debentures due 2038, and
Bullet the sale and leaseback of our Control Center.
As we do with various other banks, we maintain with The Bank of New York or
its affiliates a demand deposit account and conventional and revolving credit
arrangements. The Bank of New York also is the issuing and paying agent for
medium-term notes issued by PCI and is the institutional trustee of Potomac
Electric Power Company Trust I, our wholly owned financing subsidiary trust.
The Mortgage provides that the mortgage trustee has a lien on the trust
estate and the proceeds from the trust estate to secure payment of its
compensation and expenses prior to the payment of any other amount secured
by the Mortgage, including any payment on the Mortgage Bonds (Section 2 of
Article XIII).
PLAN OF DISTRIBUTION
We may sell the New Mortgage Bonds in any of the following ways:
Bullet through underwriters or dealers,
Bullet directly to one or more purchasers,
Bullet through agents, or
Bullet through a combination of any such methods of sale.
The Prospectus Supplement for each series of New Mortgage Bonds will
describe that offering, including:
Bullet the name or names of any underwriters,
Bullet the purchase price and the proceeds to us from that sale,
Bullet any underwriting discounts and other items constituting
underwriters' compensation,
Bullet the initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers, and
10
<PAGE>
Bullet any securities exchanges on which we may elect to list the New
Mortgage Bonds.
Underwriters.
If underwriters are used in the sale, we will enter into an underwriting
agreement with those underwriters. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase the
New Mortgage Bonds will be subject to certain conditions. The underwriters
also will be obligated to purchase all of the Mortgage Bonds of a series if
any are purchased.
The underwriters will acquire the New Mortgage Bonds for their own
account and may resell the bonds from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The New Mortgage
Bonds may be offered to the public either through an underwriting syndicate
that is represented by one or more underwriters that we designate or directly
by a single underwriter.
Underwriters may sell the New Mortgage Bonds to or through dealers.
These dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers
for whom they act as agents. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers will be
specified in the Prospectus Supplement.
Agents
We may sell New Mortgage Bonds through agents we designate from time to
time. We will provide the name of any agent involved in the offer or sale in
the Prospectus Supplement as well as any commission we will pay to that
agent. Unless we state otherwise in the Prospectus Supplement, the agent
will be acting on a best efforts basis for the period of its appointment.
Direct Sales
We may sell any series of New Mortgage Bonds directly to purchasers. In
this case, we will not engage underwriters or agents.
Delayed Delivery Contracts
We may authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase the New Mortgage Bonds of any
series from us at the public offering price stated in the Prospectus
Supplement pursuant to delayed delivery contracts. These contracts provide
for payment and delivery on a specified date in the future. The Prospectus
Supplement for the series will set forth the conditions to which these
delayed delivery contracts will be subject and the commissions payable for
the solicitation of the contracts.
Indemnification
We may agree to indemnify agents and underwriters who participate in the
distribution of the New Mortgage Bonds against certain civil liabilities,
including liabilities under the Securities Act of 1933. Agents and
11
<PAGE>
underwriters may be customers of, engaged in transactions with, or perform
services for us in the ordinary course of business.
EXPERTS
The consolidated financial statements as of December 31, 1997 and 1996,
and for each of the three years in the period ended December 31, 1997, which
are incorporated in this Prospectus by reference to our Annual Report on
Form 10-K for the year ended December 31, 1997, and the consolidated
financial statements as of December 31, 1998 and 1997, and for each of the
three years in the period ended December 31, 1998, which are incorporated in
this Prospectus by reference to our Current Report on Form 8-K, dated
January 29, 1999, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
With respect to the our unaudited consolidated financial information for
the three- and twelve-month periods ended March 31, 1998 and 1997, the
three-, six- and twelve-month periods ended June 30, 1998 and 1997 and the
three-, nine- and twelve-month periods ended September 30, 1998 and 1997,
which are incorporated by reference in this Prospectus, Pricewaterhouse-
Coopers LLP reported that they have applied limited procedures in accordance
with professional standards for a review of such information. However, their
separate reports dated May 13, 1998, August 11, 1998 and November 12, 1998
incorporated by reference herein state that they did not audit and they do
not express opinions on that unaudited consolidated financial information.
PricewaterhouseCoopers LLP has not carried out any significant or additional
audit tests beyond those which would have been necessary if their report had
not been included. Accordingly, you should restrict your degree of
reliance on their reports on such information in light of the limited nature
of the review procedures applied. PricewaterhouseCoopers LLP is not subject
to the liability provisions of Section 11 of the Securities Act of 1933 for
their reports on the unaudited consolidated financial information because
each report is not a "report" or a "part" of the registration statement
prepared or certified by PricewaterhouseCoopers LLP within the meaning of
Sections 7 and 11 of that Act.
LEGAL OPINIONS
William T. Torgerson, Esq., who is our Senior Vice President and General
Counsel, has issued an opinion regarding the legality of the New Mortgage
Bonds. Mr. Torgerson and Covington & Burling, our outside legal counsel,
will pass upon other legal matters in connection with the offering of
the New Mortgage Bonds. Unless we indicate otherwise in the Prospectus
Supplement, Winthrop, Stimson, Putnam & Roberts, New York, N.Y., will issue
an opinion on the legality of the New Mortgage Bonds for the underwriters,
dealers or agents. However, Winthrop, Stimson, Putnam & Roberts will not
give an opinion on our incorporation.
12
PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated expenses relating to the First Mortgage Bonds (assuming an
issuance of $270,000,000) are as follows:
Registration fee. . . . . . . . . . . . . . . .$ 79,650
Recordation taxes . . . . . . . . . . . . . . . 1,200,000
Rating Agency fees. . . . . . . . . ... . . . . 50,000
Printing. . . . . . . . . . . . . . . . . . . . 40,000
Trustee's fees and expenses . . . . . . . . . . 50,000
Fee of independent accountants. . . . . . . . . 25,000
Fees of counsel . . . . . . . . . . . . . . . . 115,000
Expenses incidental to qualification
under Blue Sky Laws. . . . . . . . . . . . . . 10,000
Miscellaneous . . . . . . . . . . . . . . . . . 20,305
Total. . . . . . . . . . . . . . $1,590,000
ITEM 15. 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 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 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.
II-1
<PAGE>
Under 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 Section
13.1-702, a corporation may indemnify an officer, employee or agent of a
corporation to the same extent as a director. Under Section 13.1-704, a
corporation may provide indemnification in addition to that provided by
statute if authorized by its Articles of Incorporation, a by-law 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.
In the Underwriting Agreement, the underwriters will agree to indemnify
the Company, its directors, officers and controlling persons against certain
civil liabilities that may arise under the Securities Act of 1933 in
connection with this offering.
The Company also has policies of insurance which insure officers and
directors against certain liabilities and expenses incurred by them in such
capacities.
II-2
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
1.1 --Form of Underwriting Agreement Filed previously.
for the Senior Notes
1.2 --Form of Underwriting Agreement Filed previously.
for the First Mortgage Bonds
4.1.1 --Form of the Senior Note Mortgage Included in
Bonds Exhibit No.
4.4.1.
4.1.2 --Form of First Mortgage Bonds Included in
Exhibit No.
4.4.2.
4.2 --Form of the Senior Notes Included in
Exhibit No. 4.6.
4.3.1 --Mortgage and Deed of Trust, Exh. B-4 to
dated July 1, 1936, of the Company First Amendment,
to The Riggs National Bank of 6/19/36, to
Washington, D.C., as Trustee, Registration
securing First Mortgage Bonds Statement No.
of the Company, and Supplemental 2-2232.
Indenture dated 7/1/36
--Supplemental Indentures, to
the aforesaid Mortgage and Deed
of Trust, dated--
4.3.2 December 1, 1939 and Exhs. A & B
December 10, 1939 to Form 8-K,
1/3/40.
4.3.3 August 1, 1940 Exh. A to Form
8-K, 9/25/40.
II-3
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.4 July 15, 1942 and August 10, 1942 Exh. B-1 to
Amendment No. 2,
8/24/42, and B-3
to Post-
Effective
Amendment,
8/31/42, to
Registration
Statement No.
2-5032.
4.3.5 August 1, 1942 Exh. B-4 to Form
8-A, 10/8/42.
4.3.6 October 15, 1942 Exh. A to
Form 8-K,
12/7/42.
4.3.7 October 15, 1947 Exh. A to
Form 8-K,
12/8/47.
4.3.8 January 1, 1948 Exh. 7-B to
Post-Effective
Amendment No. 2,
1/28/48, to
Registration
Statement No.
2-7349.
4.3.9 December 31, 1948 Exh. A-2 to
Form 10-K,
4/13/49.
4.3.10 May 1, 1949 Exh. 7-B to
Post-Effective
Amendment No. 1,
5/10/49, to
Registration
Statement No.
2-7948.
4.3.11 December 31, 1949 Exh. (a)-1 to
Form 8-K,
2/8/50.
II-4
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.12 May 1, 1950 Exh. 7-B to
Amendment No. 2,
5/8/50, to
Registration
Statement No.
2-8430.
4.3.13 February 15, 1951 Exh. (a) to
Form 8-K,
3/9/51.
4.3.14 March 1, 1952 Exh. 4-C to
Post-Effective
Amendment No. 1,
3/12/52, to
Registration
Statement No.
2-9435.
4.3.15 February 16, 1953 Exh. (a)-1 to
Form 8-K,
3/5/53.
4.3.16 May 15, 1953 Exh. 4-C to
Post-Effective
Amendment No. 1,
5/26/53, to
Registration
Statement No.
2-10246.
4.3.17 March 15, 1954 and Exh. 4-B to
March 15, 1955 Registration
Statement No.
2-11627, 5/2/55.
4.3.18 May 16, 1955 Exh. A to Form
8-K, 7/6/55.
4.3.19 March 15, 1956 Exh. C to Form
10-K, 4/4/56.
4.3.20 June 1, 1956 Exh. A to Form
8-K, 7/2/56.
II-5
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.21 April 1, 1957 Exh. 4-B to
Registration
Statement No.
2-13884, 2/5/58.
4.3.22 May 1, 1958 Exh. 2-B to
Registration
Statement No.
2-14518,
11/10/58.
4.3.23 December 1, 1958 Exh. A to
Form 8-K,
1/2/59.
4.3.24 May 1, 1959 Exh. 4-B to
Amendment No. 1,
5/13/59, to
Registration
Statement No.
2-15027.
4.3.25 November 16, 1959 Exh. A to
Form 8-K,
1/4/60.
4.3.26 May 2, 1960 Exh. 2-B to
Registration
Statement No.
2-17286,
11/9/60.
4.3.27 December 1, 1960 and Exh. A-1 to
April 3, 1961 Form 10-K,
4/24/61.
4.3.28 May 1, 1962 Exh. 2-B to
Registration
Statement No.
2-21037,
1/25/63.
4.3.29 February 15, 1963 Exh. A to
Form 8-K,
3/4/63.
II-6
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.30 May 1, 1963 Exh. 4-B to
Registration
Statement No.
2-21961,
12/19/63.
4.3.31 April 23, 1964 Exh. 2-B to
Registration
Statement No.
2-22344,
4/24/64.
4.3.32 May 15, 1964 Exh. A to Form
8-K, 6/2/64.
4.3.33 May 3, 1965 Exh. 2-B to
Registration
Statement No.
2-24655,
8/16/66.
4.3.34 April 1, 1966 Exh. A to Form
10-K, 4/21/66.
4.3.35 June 1, 1966 Exh. 1 to Form
10-K, 4/11/67.
4.3.36 April 28, 1967 Exh. 2-B to
Post-Effective
Amendment No. 1
to Registration
Statement No.
2-26356, 5/3/67.
4.3.37 May 1, 1967 Exh. A to Form
8-K, 6/1/67.
4.3.38 July 3, 1967 Exh. 2-B to
Registration
Statement No.
2-28080,
1/25/68.
4.3.39 February 15, 1968 Exh. II-I to
Form 8-K,
3/7/68.
II-7
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.40 May 1, 1968 Exh. 2-B to
Registration
Statement No.
2-31896,
2/28/69.
4.3.41 March 15, 1969 Exh. A-2 to Form
8-K, 4/8/69.
4.3.42 June 16, 1969 Exh. 2-B to
Registration
Statement No.
2-36094,
1/27/70.
4.3.43 February 15, 1970 Exh. A-2 to
Form 8-K,
3/9/70.
4.3.44 May 15, 1970 Exh. 2-B to
Registration
Statement No.
2-38038,
7/27/70.
4.3.45 August 15, 1970 Exh. 2-D to
Registration
Statement No.
2-38038,
7/27/70.
4.3.46 September 1, 1971 Exh. 2-C to
Registration
Statement No.
2-45591, 9/1/72.
4.3.47 September 15, 1972 Exh. 2-E to
Registration
Statement No.
2-45591, 9/1/72.
4.3.48 April 1, 1973 Exh. A to Form
8-K, 5/9/73.
II-8
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.49 January 2, 1974 Exh. 2-D to
Registration
Statement No.
2-49803,
12/5/73.
4.3.50 August 15, 1974 Exhs. 2-G and
2-H to Amendment
No. 1 to
Registration
Statement No.
2-51698,
8/14/74.
4.3.51 June 15, 1977 Exh. 4-A to Form
10-K, 3/19/81.
4.3.52 July 1, 1979 Exh. 4-B to Form
10-K, 3/19/81.
4.3.53 June 16, 1981 Exh. 4-A to Form
10-K, 3/19/82.
4.3.54 June 17, 1981 Exh. 2 to
Amendment No. 1,
6/18/81, to Form
8-A.
4.3.55 December 1, 1981 Exh. 4-C to
Form 10-K,
3/19/82.
4.3.56 August 1, 1982 Exh. 4-C to
Amendment No. 1
to Registration
Statement No.
2-78731,
8/17/82.
4.3.57 October 1, 1982 Exh. 4 to
Form 8-K,
11/8/82.
4.3.58 April 15, 1983 Exh. 4 to Form
10-K, 3/23/84.
II-9
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.59 November 1, 1985 Exh. 2-B to
Form 8-A,
11/1/85.
4.3.60 March 1, 1986 Exh. 4 to Form
10-K, 3/28/86.
4.3.61 November 1, 1986 Exh. 2-B to
Form 8-A,
11/5/86.
4.3.62 March 1, 1987 Exh. 2-B to Form
8-A, 3/27/87.
4.3.63 September 16, 1987 Exh. 4-B to
Registration
Statement No.
33-18229,
10/30/87.
4.3.64 May 1, 1989 Exh. 4-C to
Registration
Statement No.
33-29382,
6/16/89.
4.3.65 August 1, 1989 Exh. 4 to Form
10-K, 3/28/90.
4.3.66 April 5, 1990 Exh. 4-C to
Registration
Statement No.
33-36875,
9/24/90.
4.3.67 May 21, 1991 Exh. 4 to Form
10-K, 3/27/92.
4.3.68 May 7, 1992 Exh. 4-C to
Registration
Statement No.
33-48325,
6/2/92.
4.3.69 September 1, 1992 Exh. 4 to
Form 10-K,
3/26/93.
II-10
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.70 November 1, 1992 Exh. 4 to
Form 10-K,
3/26/93.
4.3.71 March 1, 1993 Exh. 4 to Form
10-K, 3/26/93.
4.3.72 March 2, 1993 Exh. 4 to Form
10-K, 3/26/93.
4.3.73 July 1, 1993 Exh. 4.4 to
Registration
Statement No.
33-49973,
8/11/93.
4.3.74 August 20, 1993 Exh. 4.4 to
Registration
Statement No.
33-50377,
9/23/93.
4.3.75 September 29, 1993 Exh. 4 to
Form 10-K,
3/25/94.
4.3.76 September 30, 1993 Exh. 4 to
Form 10-K,
3/25/94.
4.3.77 October 1, 1993 Exh. 4 to
Form 10-K,
3/25/94.
4.3.78 February 10, 1994 Exh. 4 to
Form 10-K,
3/25/94.
4.3.79 February 11, 1994 Exh. 4 to
Form 10-K,
3/25/94.
4.3.80 March 10, 1995 Exh. 4.3 to
Registration
Statement No.
33-61379,
7/28/95.
II-11
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
4.3.81 September 6, 1995 Exh. 4 to
Form 10-K,
4/1/96.
4.3.82 September 7, 1995 Exh. 4 to
Form 10-K,
4/1/96.
4.3.83 October 2, 1997 Exh. 4 to
Form 10-K,
3/26/98.
4.4.1 --Form of Supplemental Indenture Filed previously.
between the Registrant and
The Bank of New York, as successor
Trustee, with respect to the Senior
Note Mortgage Bonds
4.4.2 --Form of Supplemental Indenture Filed previously.
between the Registsrant and The
Bank of New York, as successor
Trustee, with respect to the
First Mortgage Bonds
4.5 Form of Indenture between the Filed previously.
the Registrant and The Bank
of New York, as Indenture
Trustee, with respect to the
Senior Notes
4.6 --Form of Supplemental Indenture Filed previously.
between the Registrant and The
Bank of New York, as Indenture
Trustee, with respect to the
Senior Notes
5 --Opinion of William T. Torgerson Filed previously.
with respect to the Senior Notes
5.1 --Opinion of William T. Torgerson Filed previously.
with respect to the First
Mortgage Bonds
12 --Computation of Ratios Exh. 12 to Form
8-K, 1/29/99.
II-12
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
15 --Letter re Unaudited Financial Filed previously.
Information
23.1 --Consent of Filed previously.
PricewaterhouseCoopers LLP
23.2 --Consent of William T. Torgerson Contained in
with respect to the Senior Notes Exhibit 5 filed
previously.
23.3 --Consent of Covington & Burling Filed previously.
23.4 --Consent of William T. Torgerson Contained in
with respect to the First Exhibit 5.1 filed
Mortgage Bonds previously.
24 --Power of Attorney Filed previously.
25.1 --Form T-1 Statement of Filed previously.
Eligibility and Qualification
under the Trust Indenture Act
of 1939 of The Bank of New York,
with respect to the First
Mortgage Bonds
25.2 --Form T-1 Statement of Filed previously.
Eligibility and Qualification
under the Trust Indenture Act
of 1939 of The Bank of New York,
with respect to the Senior Notes
* The exhibits referred to in this column by specific designations
and date have heretofore been filed with the Securities and
Exchange Commission under such designations and are hereby
incorporated herein by reference. The Forms 8-A, 8-K and 10-K
referred to above were filed by the Company under the Commission's
File No. 1-1072 and the Registration Statements referred to are
registration statements of the Company.
ITEM 17. 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:
II-13
<PAGE>
(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 and 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 20
percent 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 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 these paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 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 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 the 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 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
II-14
<PAGE>
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 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 against the
registrant 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.
II-15
<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-3 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 23rd day of February, 1999.
POTOMAC ELECTRIC POWER COMPANY
By John M. Derrick, Jr.*
(JOHN M. DERRICK, JR., PRESIDENT AND
CHIEF EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
(i) Principal Executive Officer:
John M. Derrick, Jr.* President, Chief Executive
(JOHN M. DERRICK, JR.) Officer and Director February 23, 1999
(ii) Principal Financial Officer and
(iii) Principal Accounting Officer:
D. R. Wraase* Senior Vice President,
(DENNIS R. WRAASE) Chief Financial Officer
and Director February 23, 1999
(iv) Directors:
Roger R. Blunt, Sr.* Director
(ROGER R. BLUNT, SR.) February 23, 1999
Edmund B. Cronin, Jr.* Director
(EDMUND B. CRONIN, JR.) February 23, 1999
David O. Maxwell* Director
(DAVID O. MAXWELL) February 23, 1999
Floretta D. McKenzie* Director
(FLORETTA D. McKENZIE) February 23, 1999
II-16
<PAGE>
Edward F. Mitchell* Director
(EDWARD F. MITCHELL) February 23, 1999
Peter F. O'Malley* Director
(PETER F. O'MALLEY) February 23, 1999
Director
(LOUIS A. SIMPSON)
A. Thomas Young* Director
(A. THOMAS YOUNG) February 23, 1999
*By:/s/ Ellen Sheriff Rogers
________________________
(ELLEN SHERIFF ROGERS,
ATTORNEY-IN-FACT)
II-17
<PAGE>
