As filed with the Securities and Exchange Commission on March 12,
1999
Registration No. 333-66127
===================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 3
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 MARCH 12, 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 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, this
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, 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), 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 and 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 this 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 prospectus supplement, 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
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<PAGE>
SELECTED FINANCIAL INFORMATION
The following 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)
<S> <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)
<S> <C> <C>
Capital Structure (excluding nonutility subsidiary debt and
current maturities):
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>
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
12 Months Ended
----------------------------------------------------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1998 1997 1996 1995 1994 1993
-------- -------- -------- -------- -------- --------
<S> <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 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. The supplemental indenture will state 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 or the supplemental indenture 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 of $1,000 (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 (if the bonds are in certificated
form) or for transfer or exchange and where you can serve notices
and demands to or upon us (Section 4 of Article II and Section 4 of
Article IV of the mortgage). 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.
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<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
of the mortgage).
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 of the mortgage).
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, after the issuance of the new mortgage bonds
against property additions, the current value of net bondable
property additions will be sufficient to allow only approximately
$690 million of additional mortgage bonds on the basis of property
additions. In addition, $1.2 billion of refundable bonds will
remain available for the purposes permitted by the mortgage,
including the issuance of additional mortgage bonds.
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
6
<PAGE>
to be paid to the mortgage trustee for the release of property
(Part IV, Section 2 of the supplemental indenture).
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 of the mortgage).
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 direction, to redeem or repurchase
mortgage bonds (Articles VII and VIII of the mortgage).
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 arrears has been
paid and all defaults have been cured, the holders of a majority of
the outstanding principal amount of mortgage
7
<PAGE>
bonds may waive the default and rescind the acceleration of payment
(Section 1 of Article IX of the mortgage).
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 of the mortgage). 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 of the mortgage).
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 of the mortgage). 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 of the mortgage).
The mortgage 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, the Trust
Indenture Act of 1939 requires us to provide to the mortgage
trustee annually a certificate as to compliance with the conditions
and covenants under the mortgage.
8
<PAGE>
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 of the mortgage).
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 all 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, even though the
mortgage bonds remain outstanding (Article XVI of the mortgage).
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 of the mortgage).
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 of the mortgage).
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
[bullet] any securities exchanges on which we may elect to
list the series of new mortgage bonds.
10
<PAGE>
Underwriters.
If underwriters are used in the sale, we will enter into an
underwriting agreement with those underwriters. Unless otherwise
stated 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 under delayed delivery
contracts. These contracts provide for payment and delivery on a
specified date in the future. The prospectus supplement for the
series will state 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 underwriters may be customers
of, engaged in transactions with, or perform services for us in the
ordinary course of business.
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<PAGE>
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 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, PricewaterhouseCoopers 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 Potomac Electric Power Company (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.
If an Underwriting Agreement is entered into, 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.
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.
II-3
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
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.
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.
II-4
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
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.
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.
II-5
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
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.
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.
II-6
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
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.
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-7
<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.
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.
II-8
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
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.
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.
II-9
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
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.
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.
II-10
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
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.
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.
II-11
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBIT REFERENCE*
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:
(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.
II-12
<PAGE>
(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 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-13
<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 12th day of March,
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 March 12, 1999
(ii) Principal Financial Officer and
(iii)Principal Accounting Officer:
D. R. Wraase* Senior Vice President,
-----------------------
(DENNIS R. WRAASE) Chief Financial Officer
and Director March 12, 1999
(iv) Directors:
Roger R. Blunt, Sr.* Director
-----------------------
(ROGER R. BLUNT, SR.) March 12, 1999
Edmund B. Cronin, Jr.* Director
-----------------------
(EDMUND B. CRONIN, JR.) March 12, 1999
David O. Maxwell* Director
-----------------------
(DAVID O. MAXWELL) March 12, 1999
Floretta D. McKenzie* Director
-----------------------
(FLORETTA D. McKENZIE) March 12, 1999
Edward F. Mitchell* Director
-----------------------
(EDWARD F. MITCHELL) March 12, 1999
Peter F. O'Malley* Director
-----------------------
(PETER F. O'MALLEY) March 12, 1999
_______________________ Director
(LOUIS A. SIMPSON)
A. Thomas Young* Director
-----------------------
(A. THOMAS YOUNG) March 12, 1999
/s/ ELLEN SHERIFF ROGERS
*By: ________________________
(ELLEN SHERIFF ROGERS,
ATTORNEY-IN-FACT)
II-14
<PAGE>
