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): December 19, 2008
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I.R.S. |
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Commission |
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Exact name of registrant as specified in its charter |
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State of |
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Employer |
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File Number |
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and principal office address and telephone number |
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Incorporation |
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Identification No. |
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| ITEM 5.02: |
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DEPARTURE OF DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS |
WGL Holdings, Inc. and its public utility subsidiary, Washington Gas Light Company (together, the
“Companies”), reported that on December 19, 2008, Mr. James H. DeGraffenreidt, Jr., Chairman of
the Board and Chief Executive Officer of the Companies, advised the Companies’ boards of directors
that he will retire from the Companies and their boards of directors effective on October 1, 2009.
The boards of directors of the Companies have approved a succession plan providing that Mr. Terry
D. McCallister, who is presently serving as President and Chief Operating Officer of the Companies,
will become Chairman and Chief Executive Officer of the Companies upon the retirement of Mr.
DeGraffenreidt on October 1, 2009. Mr. McCallister has also been nominated for election as a
director of the Companies at the annual meetings of shareholders of the Companies that are
scheduled to be held on March 5, 2009.
In connection with Mr. McCallister’s nomination to the Companies’ boards of directors, an amendment
to the Washington Gas Light Company Bylaws will be adopted to increase the number of directors from
eight persons to nine persons effective with the annual meeting of shareholders on March 5, 2009.
The board of directors of WGL Holdings, Inc. will adopt a resolution to increase the number of
directors from eight persons to nine persons, effective with the annual meeting of shareholders on
March 5, 2009.
ITEM 7.01: REGULATION FD DISCLOSURE
On December 23, 2008, the Companies issued a news release announcing these management changes. A
copy of the news release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibit is furnished herewith:
99.1 News Release issued December 23, 2008.
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