UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2011
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1-16163
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WGL Holdings, Inc.
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-2000
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Virginia
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52-2210912 |
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0-49807
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Washington Gas Light Company
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-4440
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District of Columbia
and Virginia
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53-0162882 |
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Former name or former address, if changed since last report: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.04: TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANTS EMPLOYEE AND BENEFITS PLANS
The service provider for the Washington Gas Light Company Savings Plan (Savings Plan) and
Washington Gas Light Company Capital Appreciation Plan/Union Employees Savings Plan (CAP Plan) are
being changed. In order to facilitate this change, there will be a period during which Savings
Plan and CAP Plan participants and beneficiaries temporarily will be unable to direct or diversify
investments in their plan accounts or obtain a loan or distribution from the plans. This period is
expected to begin on September 26, 2011 and is expected to end on October 14, 2011 (Blackout
Period).
As a result of the foregoing, on September 9, 2011, WGL Holdings, Inc. (WGL Holdings) and
Washington Gas Light Company (Washington Gas) sent a notice (Notice) to its directors and executive
officers informing them that, as a result of the changes to the Savings and CAP Plans and the
Blackout Period, the Sarbanes-Oxley Act of 2002 prohibits them from directly or indirectly
purchasing, selling or otherwise acquiring or transferring equity stock or derivative securities
(including stock options) of WGL Holdings or Washington Gas during the Blackout Period.
In the Notice, the company designated Ms. Andrea Adams, Director, HR Regulation & Strategy,
Washington Gas Light Company, 6801 Industrial Road, Springfield, VA 22151-4206, (703) 750-5584 to
respond to inquiries about the blackout period.
The Notice was provided to directors and executive officers pursuant to the
requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and
Exchange Commissions Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated by reference herein.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibit is filed herewith:
99.1 |
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Notice of Blackout Period to Directors and Executive Officers of WGL Holdings, Inc. and Washington Gas Light Company |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly
caused this Report to be signed on their behalf by the undersigned hereunto duly authorized.
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WGL Holdings, Inc.
and
Washington Gas Light Company
(Registrants) |
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Date: September 9, 2011 |
/s/ William R. Ford
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William R. Ford |
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Controller
(Principal Accounting Officer) |
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