sv3
As
filed with the Securities and Exchange Commission on May 14, 2009
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WASHINGTON GAS LIGHT COMPANY
(Exact name of registrant as specified in its charter)
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District of Columbia and Virginia
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53-0162882 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
101 Constitution Avenue, N.W.
Washington, D.C. 20080
(703) 750-4440
(Address, including zip code, and telephone number, including area code, of registrants principal
executive offices)
BEVERLY J. BURKE, Vice President and General Counsel
Washington Gas Light Company
101 Constitution Avenue, N.W.
Washington, D.C. 20080
(202) 624-6177
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
RICHARD L. HARDEN, ESQ.
Hunton & Williams LLP
200 Park Avenue
52nd Floor
New York, NY 10166-0136
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o
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. þ
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. o
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. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer þ
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of each class |
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Amount |
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Proposed maximum |
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Proposed maximum |
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Amount of |
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of securities |
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to be |
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offering price |
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aggregate offering |
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registration |
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to be registered |
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registered |
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per unit(1) |
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price(1) |
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fee |
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Unsecured Notes |
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$250,000,000 |
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100% |
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$250,000,000 |
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$13,950 |
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(1) |
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Estimated solely for the purpose of calculating the registration fee. |
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 this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may
determine.
Pursuant
to Rule 415 under the Securities Act of 1933, as amended, $200,000,000
aggregate principal amount of Washington Gas Light Company securities remaining registered and unissued under
Registration Statement No. 333-134494 are being carried forward. The amount of the filing fee
associated with such securities that was previously paid is $21,400 with respect to Registration
Statement No. 333-134494. Washington Gas Light Company may continue to issue securities under
Registration Statement No. 333-134494 until the earlier of the effectiveness of this Registration Statement or June 8, 2009.
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 is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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SUBJECT TO COMPLETION, DATED
MAY 14, 2009
PROSPECTUS
$450,000,000
Washington Gas Light
Company
Medium-Term Notes,
Series I
The terms for each note that are not specified in this
prospectus will be included in a pricing supplement. If all the
notes are sold, we will receive between $449,325,000 and
$446,625,000 of the proceeds, after paying the agents
commissions of between $675,000 and $3,375,000. We may sell the
notes at one or more times. Some or all of the following terms
will apply to the notes:
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Unsecured debt
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Maturity one year or more from date of issue
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Priced at 100% of face value, unless otherwise specified
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Fixed or floating interest rate. The floating interest rate
formula may be based on:
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Commercial paper rate
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LIBOR
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Prime rate
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Treasury rate
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CD rate
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Another interest rate index
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Federal funds effective rate
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Book-entry form, unless otherwise specified
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May be subject to early redemption and repayment at our or at
the holders option, or both
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Interest paid on fixed rate notes on March 15 and September 15
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Interest paid on floating rate notes monthly, quarterly,
semi-annually, or annually
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Minimum denominations of $1,000, increased in multiples of
$1,000, unless otherwise specified
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INVESTING IN OUR NOTES INVOLVES RISKS. SEE RISK
FACTORS ON PAGE 3.
We urge you to read this prospectus carefully, as well as the
pricing supplement, which will describe the specific terms of
the offering, before you make your investment decision.
Each time we sell securities we will provide a pricing
supplement that will contain specific information about the
terms of that offering. This prospectus may not be used to
consummate sales of securities unless accompanied by a pricing
supplement. The pricing supplement may also add, update or
change information contained in this prospectus. You should read
this prospectus and any pricing supplement carefully before you
invest. You should also read the documents we have referred you
to in the Where You Can Find More Information
section of this prospectus for information on us and for our
financial statements.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
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Mitsubishi UFJ
Securities
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The Williams Capital Group,
L.P.
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The date of this prospectus
is , 2009.
TABLE OF
CONTENTS
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1
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3
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PROSPECTUS
SUMMARY
This summary may not contain all of the information that may
be important to you. You should read the entire prospectus,
including the matters set forth under Risk Factors
and the financial data and related notes included in this
prospectus and incorporated by reference in this prospectus,
before making an investment decision.
As used in this prospectus, we, us,
our, and Washington Gas mean
Washington Gas Light Company.
This prospectus is part of a registration statement that
Washington Gas has filed with the Securities and Exchange
Commission using a shelf registration
process. Under this shelf registration process, we may offer
from time to time our debt securities described in this
prospectus in one or more offerings. Each time we offer
securities, we will provide you with a pricing supplement that
will describe, among other things, the specific amounts and
prices of the securities being offered and the terms of the
offering. The pricing supplement may also add, update or change
information contained in this prospectus. Therefore, before you
invest in our securities, you should carefully read this
prospectus as well as the pricing supplement. You should also
read the documents we have referred you to in the Where
You Can Find More Information section of this
prospectus for information on us and for our financial
statements.
About
Washington Gas Light Company
Washington Gas Light Company is a regulated public utility that
sells and delivers natural gas to customers in the District of
Columbia and adjoining areas in Maryland, Virginia and several
cities and towns in the northern Shenandoah Valley of Virginia.
Washington Gas has been engaged in the gas distribution business
for over 160 years, since its incorporation by an Act of
Congress in 1848. Washington Gas has been a Virginia corporation
since 1953 and a corporation of the District of Columbia since
1957. As of March 31, 2009, we had over one million active
customer meters in an area having a population estimated at five
million. During the interim six-month periods ended
March 31, 2009 and 2008, Washington Gas reported operating
revenues of $1.2 billion and $1.1 billion,
respectively. For the fiscal years ended September 30,
2008, 2007 and 2006, Washington Gas reported operating revenues
of $1.6 billion, $1.5 billion and $1.6 billion,
respectively. Washington Gas is a subsidiary of WGL Holdings,
Inc., a holding company established in 2000.
Our principal executive offices are located at 101 Constitution
Avenue, N.W., Washington, D.C. 20080, and our telephone
number is
(703) 750-4440.
Summary
of the Offering
The following is a brief summary of the terms of this
offering and is not intended to be a complete description. It
may not contain all the information that may be important to
you. For a more complete description of the terms of the notes,
please refer to the section of this prospectus entitled
Description of the Notes.
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Issuer |
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Washington Gas Light Company. The notes are not obligations of,
nor guaranteed by, WGL Holdings, Inc., the corporate parent of
Washington Gas Light Company. |
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Notes Offered |
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We will issue up to $450,000,000 aggregate principal amount of
fixed or floating rate unsecured debt. |
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Interest Payment Dates |
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Interest will be paid on fixed rate notes on March 15 and
September 15. Interest will be paid on floating rate notes
either monthly, quarterly, semi-annually, or annually. |
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Use of Proceeds |
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We expect to use the net proceeds from the sale of these notes
for four primary purposes: |
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for general corporate purposes, including capital
expenditures, acquisition of property, working capital
requirements, and retirement of short-term debt;
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the refunding of maturing long-term debt;
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the advance refunding of higher-coupon long-term
debt as market conditions permit; and
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the reimbursement of funds expended for any of those
purposes.
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Optional Redemption |
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If so stated in a pricing supplement, we may elect to redeem
some or all of the notes from time to time prior to the stated
maturity. This is sometimes known as a call option.
At our option, and as described in the applicable pricing
supplement, any such redemption could be based on a
make-whole provision or as otherwise specified in
the applicable pricing supplement. See Description of
the Notes Optional Redemption. |
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Put Option, Repayment Option |
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As described in a pricing supplement, we may from time to time
sell notes which include provisions giving holders the right to
cause us to repurchase the notes prior to their stated maturity
date. This is sometimes known as a put option or a
repayment option. For additional details on this
option, see Description of the Notes Early
Repayment and Description of the Notes
Book-Entry Notes Method of Repayment. |
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Ranking |
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The notes are unsecured and will rank equally with all of our
unsecured and non-subordinated indebtedness, unless the notes
are themselves subordinated. As of the date of this prospectus,
no secured bonds were outstanding under our Mortgage and Deed of
Trust, dated January 1, 1933. |
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Sinking Fund |
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The notes will not be subject to any sinking fund. |
2
RISK
FACTORS
You should carefully consider the risk factor described below,
as well as the other information included in, or incorporated by
reference into, this prospectus, including the Risk
Factors described in Item 1A. of our most recent
annual report on
Form 10-K
and quarterly reports on
Form 10-Q,
as the same maybe updated from time to time by our future
filings under the Securities Exchange Act of 1934
(Exchange Act), before making an investment in our
notes. When we offer and sell any notes pursuant to a pricing
supplement, we may include additional risk factors relevant to
such notes in the pricing supplement.
There may
be no public market for the notes.
We can give no assurance that any market will develop for
trading of the notes offered by this prospectus, or, if such a
market does develop, the liquidity of any such market. We also
cannot provide any assurance of the ability of any investor to
sell any of the notes or the price at which investors may be
able to sell them. If a market for trading the notes does not
develop, investors may be unable to resell the notes. If a
market for trading the notes does develop, it may not continue
or it may not be sufficiently liquid to allow holders to resell
any of the notes. Consequently, investors may not be able to
readily liquidate their investment, and lenders may not readily
accept the notes as collateral for loans.
FORWARD-LOOKING
STATEMENTS
Statements included or incorporated by reference in this
prospectus that are not historical facts are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to the outlook
for earnings, revenues and other future financial business
performance or strategies and expectations. Forward-looking
statements are typically identified by words such as, but not
limited to could, may,
predict, should, expect,
hope, continue, potential,
plan, intend, anticipate,
project, believe, estimate,
and similar expressions or future or conditional verbs such
as will, should, would
and could. These forward-looking
statements are made based upon managements expectations,
estimates, assumptions, beliefs and reasonable assumptions
concerning future events impacting us and therefore involve a
number of risks and uncertainties. We caution that
forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied
in the forward-looking statements. We do not update publicly any
forward-looking statement with new information or future events.
Investors are cautioned not to put undue reliance on
forward-looking statements as many of these factors are beyond
our ability to control or predict. Please read Risk
Factors in Item 1A. in our most recent annual
report on
Form 10-K
and quarterly reports on
Form 10-Q,
as the same may be updated from time to time by our future
filings under the Exchange Act. The following factors, among
others, could cause actual results to differ materially from
forward-looking statements or historical performance:
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the level and rate at which costs and expenses are incurred and
the extent to which they are allowed to be recovered from
customers through the regulatory process in connection with
constructing, operating and maintaining Washington Gass
natural gas distribution system;
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the ability to implement successful approaches to modify the
current or future composition of gas delivered to customers or
to remediate the effects of the current or future composition of
gas delivered to customers, as a result of the introduction of
gas from the Dominion Cove Point facility to Washington
Gass natural gas distribution system;
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the availability of natural gas supply and interstate pipeline
transportation and storage capacity;
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the ability of natural gas producers, pipeline gatherers and
natural gas processors to deliver natural gas into interstate
pipelines for delivery by those interstate pipelines to the
entrance points of Washington Gass natural gas
distribution system as a result of factors beyond our control;
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changes in economic, competitive, political and regulatory
conditions and developments;
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changes in capital and energy commodity market conditions;
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changes in credit ratings of debt securities of Washington Gas
that may affect access to capital or the cost of debt;
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changes in credit market conditions and creditworthiness of
customers and suppliers;
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changes in relevant laws and regulations, including tax,
environmental and employment laws and regulations;
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legislative, regulatory and judicial mandates or decisions
affecting business operations or the timing of recovery of costs
and expenses;
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the timing and success of business and product development
efforts and technological improvements;
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the pace of deregulation efforts and the availability of other
competitive alternatives to our products and services;
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changes in accounting principles;
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new commodity purchase and sales contracts or financial
contracts and modifications in the terms of existing contracts
that may materially affect fair value calculations under
derivative accounting requirements;
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the ability to manage the outsourcing of several business
processes;
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acts of God;
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terrorist activities; and
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other uncertainties.
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The outcome of negotiations and discussions that Washington Gas
may hold with other parties from time to time regarding utility
and energy-related investments and strategic transactions that
are both recurring and non-recurring may also affect future
performance. All such factors are difficult to predict
accurately and are generally beyond the direct control of
Washington Gas. Accordingly, while we believe that the
assumptions are reasonable, we cannot ensure that all
expectations and objectives will be realized. Readers are urged
to use care and consider the risks, uncertainties and other
factors that could affect our business operations.
WASHINGTON
GAS LIGHT COMPANY
Washington Gas Light Company is a regulated public utility that
sells and delivers natural gas to customers in the District of
Columbia and adjoining areas in Maryland, Virginia and several
cities and towns in the northern Shenandoah Valley of Virginia.
Washington Gas has been engaged in the gas distribution business
for over 160 years, since its incorporation by an Act of
Congress in 1848. Washington Gas has been a Virginia corporation
since 1953 and a corporation of the District of Columbia since
1957. As of March 31, 2009, we had over one million active
customer meters in an area having a population estimated at five
million. During the interim six-month periods ended
March 31, 2009 and 2008, Washington Gas reported operating
revenues of $1.2 billion and $1.1 billion,
respectively. For the fiscal years ended September 30,
2008, 2007 and 2006, Washington Gas reported operating revenues
of $1.6 billion, $1.5 billion and $1.6 billion,
respectively. Washington Gas is a subsidiary of WGL Holdings,
Inc., a holding company established in 2000.
Our principal executive offices are located at 101 Constitution
Avenue, N.W., Washington, D.C. 20080, and our telephone
number is
(703) 750-4440.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and other reports and other
information with the Securities and Exchange Commission
(SEC). You may read and copy any document we file
with the SEC at the SECs Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. You
may call the SEC at
1-800-SEC-0330
for further information on the operation of its Public Reference
Room. The SEC maintains an Internet site that contains reports,
proxy and information statements and other information regarding
issuers that file electronically with the SEC at
http://www.sec.gov.
4
The SEC allows us to incorporate by reference
the information we have filed with the SEC. This means that
we can disclose important information to you without actually
including the specific information in this prospectus by
referring you to other documents filed separately with the SEC.
The information incorporated by reference is an important part
of this prospectus. Information that we later provide to the
SEC, and which is deemed to be filed with the
SEC, will automatically update information previously filed with
the SEC, and may replace information in this prospectus and
information previously filed with the SEC.
We incorporate by reference the documents listed below and any
future filings we make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act (excluding any
information furnished pursuant to Item 2.02 or 7.01 on any
current report on
Form 8-K),
including all such documents we may file with the SEC after the
date of the initial registration statement and prior to the
effectiveness of the registration statement, until all offerings
under this registration statement are completed;
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our annual report on
Form 10-K
for the fiscal year ended September 30, 2008;
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our quarterly reports on
Form 10-Q
for the quarters ended December 31, 2008 and March 31,
2009; and
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our current reports on
Form 8-K
filed October 22, 2008, December 24, 2008,
February 19, 2009, March 6, 2009, and March 25,
2009.
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These reports contain important information about us, our
financial condition and our results of operations. Upon written
or oral request, we will provide copies of the foregoing reports
without cost to each person, including any beneficial owner, to
whom a prospectus is delivered. You may request a copy of any
document incorporated by reference in this prospectus and any
exhibit specifically incorporated by reference in those
documents, at no cost, by writing or telephoning us at the
following address or phone number:
Investor Relations
Washington Gas Light Company
101 Constitution Avenue, N.W.
Washington, DC 20080
(202) 624-6129
rdennis@washgas.com
We also make available free of charge on our Internet website at
http://www.wglholdings.com
our annual reports on
Form 10-K,
our quarterly reports on
Form 10-Q,
our current reports on
Form 8-K
and any amendments to those reports, and other information as
soon as reasonably practicable after we electronically file such
material with, or furnish it to, the SEC. Information contained
on our website does not constitute a part of this prospectus.
You should rely only on the information incorporated by
reference or provided in this prospectus. We have not authorized
anyone else to provide you with any information. You should not
assume that the information in this prospectus or any supplement
hereto or any information incorporated by reference in this
prospectus is accurate as of any date other than the date on the
front of each document. We are subject to the information
requirements of the Exchange Act, and in accordance therewith
file reports and other information with the SEC. You may read
our filings on the SECs website and at the SECs
Public Reference Room described above.
We are not making an offer of these notes in any state where the
offer is not permitted.
PRICING
SUPPLEMENT
The pricing supplement for each offering of notes will contain
the specific information and terms for that offering. The
pricing supplement may also add, update, or change information
contained in this prospectus. It is important for you to
consider the information contained in this prospectus and the
pricing supplement in making your investment decision.
5
USE OF
PROCEEDS
We currently have no specific plan for the use of the net
proceeds from the sales of these notes; however, we expect to
use the net proceeds for four primary purposes:
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for general corporate purposes, including capital expenditures,
acquisition of property, working capital requirements, and
retirement of short-term debt;
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the refunding of maturing long-term debt;
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the advance refunding of higher-coupon long-term debt as market
conditions permit; and
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the reimbursement of funds expended for any of those purposes.
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RATIO OF
EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the twelve-month
period ended each date is as follows:
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Period Ended
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Ratio (Times)
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9/30/04
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4.5
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9/30/05
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4.2
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9/30/06
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4.1
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9/30/07
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4.1
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9/30/08
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4.8
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The ratio of earnings to fixed charges for the twelve-month
period ended March 31, 2009 is 5.2.
For further information on the ratio of earnings to fixed
charges, please see our most recent annual report on
Form 10-K
and quarterly report on
Form 10-Q.
Also, see Where You Can Find More Information.
DESCRIPTION
OF THE NOTES
General
We will issue the notes under an indenture dated
September 1, 1991, as supplemented on September 1,
1993, between The Bank of New York Mellon (successor to The Bank
of New York), as Trustee, and us. This prospectus briefly
outlines some of the indenture provisions. Additional
information on these provisions is available in the indenture
and its supplement that we filed with the SEC. See
Where You Can Find More Information to learn
how to locate the indenture and its supplement. The indenture
and its supplement may also be reviewed at the Trustees
offices at 101 Barclay Street, New York, NY.
The indenture does not limit the amount of notes that we may
issue. Each series of notes may have different terms. As of the
date of this prospectus, we have $689,000,000 in aggregate
principal amount of medium term notes outstanding under the
indenture, including current maturities. For other information
on our debt outstanding, see our most recent annual report on
Form 10-K
and quarterly report on
Form 10-Q.
Also, see Where You Can Find More Information.
The notes are unsecured and will rank equally with all of our
unsecured and non-subordinated indebtedness, unless the notes
are themselves subordinated. As of the date of this prospectus,
no secured bonds were outstanding under our Mortgage and Deed of
Trust, dated January 1, 1933. The indenture for these
unsecured notes provides that we will not issue any new bonds
under our Mortgage and Deed of Trust without ensuring that all
of our unsecured notes are secured equally with the debt secured
by that Mortgage and Deed of Trust.
The notes will be denominated in U.S. dollars and principal
and interest are payable in U.S. dollars. We anticipate
that the notes will be book-entry, represented by a
permanent global note registered in the name of The Depository
Trust Company (DTC) or its nominee. However, we
reserve the right to issue notes in certificated form registered
in the name of the noteholders.
6
In the discussion that follows, all references to paying
principal on the notes mean at maturity, redemption, or
repurchase. Also, in discussing the time for notices and how the
different interest rates are calculated, all times are Eastern
times, unless otherwise noted.
The following terms may apply to each note as specified in the
applicable pricing supplement and the note.
Optional
Redemption
The notes will not be subject to any sinking fund. The notes may
be redeemable at our option prior to the stated maturity only if
a redemption commencement date is specified in the applicable
note and pricing supplement. If so specified, the notes will be
subject to redemption at our option on any date or dates on and
after the applicable redemption commencement date, in whole or
from time to time in part, in increments of $1,000 or such other
minimum denomination specified in such pricing supplement
(provided that any remaining principal amount thereof shall be
at least $1,000 or such other denomination). The redemption
price, to be calculated by us, may be determined as (1) the
greater of (i) 100% of the principal of such notes; or
(ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive
of interest accrued to the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Treasury Rate (as defined below) plus a
make-whole spread as specified in the applicable pricing
supplement (the Make-Whole Call Premium); or, (2) as
otherwise specified in the applicable pricing supplement; plus
in each case, accrued and unpaid interest thereon to the date of
redemption. Notwithstanding the foregoing, installments of
interest on notes that are due and payable on interest payment
dates falling on or prior to a redemption date will be payable
on the interest date to the registered holders as of the close
of business on the relevant record date according to the notes
and the indenture. In connection with an Optional Redemption as
described in this paragraph, the following terms have the
meanings ascribed below:
Business Day means any day other than a
Saturday or Sunday that is not a day on which banking
institutions in Washington, DC, or in New York, NY, are
authorized or obligated by law or executive order to be closed.
Comparable Treasury Issue means the United
States Treasury security or securities selected by an
Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the
notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of a
comparable maturity to the remaining term of such notes.
Comparable Treasury Price means, with respect
to any redemption date, (a) the average of the Reference
Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (b) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all
such quotations.
Independent Investment Banker means one of
the Reference Treasury Dealers appointed by the Trustee after
consultation with us.
Reference Treasury Dealer means each of three
primary U.S. Government securities dealers selected by us
at our discretion; provided, however, that if any of the
foregoing or their affiliates shall cease to be a primary
U.S. Government securities dealer in The City of New York
(a Primary Treasury Dealer), we shall substitute therefor
another Primary Treasury Dealer.
Reference Treasury Dealer Quotations means,
with respect to each Reference Treasury Dealer and any
redemption date applicable to the note, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m. New
York time on the third Business Day preceding such redemption
date.
7
Treasury Rate means, with respect to any
redemption date, the rate per annum equal to the semiannual
equivalent yield to maturity or interpolated (on a day count
basis) of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for
such redemption date.
Trustee means The Bank of New York Mellon
(successor to The Bank of New York).
Notes may be redeemed in whole or in part in increments of
$1,000, or such other denomination as shall be specified in a
pricing supplement, upon no more than 60 and not less than
30 days prior notice to the note holder. If we do not
redeem all the notes of a series or tranche at one time, the
Trustee will select the notes to be redeemed by lot, pro rata.
Unless we default in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the
notes or portions thereof called for redemption.
Early
Repayment
We may sell notes that give you the right to cause us to
repurchase them prior to their stated maturity date, in whole or
from time to time in part, as specified in the applicable note
and pricing supplement. A registered holders exercise of
the repayment option will be irrevocable. See
Book-Entry Notes Method of Repayment
below for a thorough discussion.
Book-Entry
Notes Registration, Transfer, and Payment of
Interest and Principal
The notes initially will be issued in book-entry form and
represented by one or more global notes. The global notes will
be deposited with, or on behalf of, DTC, New York, New York, as
depository, and registered in the name of Cede & Co.,
the nominee of DTC.
DTC has advised us that it is:
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a limited-purpose trust company organized under the New York
Banking Law;
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a banking organization within the meaning of the New
York Banking Law;
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a member of the Federal Reserve System;
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a clearing corporation within the meaning of the New
York Uniform Commercial Code; and
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a clearing agency registered pursuant to the
provisions of Section 17A of the Exchange Act.
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DTC holds securities that its participants deposit with DTC. DTC
also facilitates the post-trade settlement among its direct
participants of securities transactions, including transfers and
pledges, in deposited securities through electronic computerized
book-entry changes in participants accounts, which
eliminates the need for physical movement of securities
certificates. Direct participants in DTC include
both U.S. and
non-U.S. securities
brokers and dealers, banks, trust companies, clearing
corporations and other organizations. DTC is a wholly owned
subsidiary of The Depository Trust Clearing Corporation
(DTCC). DTCC, in turn, is owned by the users of its
regulated subsidiaries. Access to the DTC system is also
available to others, which we sometimes refer to as
indirect participants, that clear transactions
through or maintain a custodial relationship with a direct
participant either directly or indirectly. The DTC rules
applicable to its participants are on file with the SEC.
Purchases of notes within the DTC system must be made by or
through direct participants, which will receive a credit for
those notes on DTCs records. The ownership interest of the
actual purchaser of a note, which we sometimes refer to as the
beneficial owner, is in turn recorded on the direct
and indirect participants records. Beneficial owners of
notes will not receive written confirmation from DTC of their
purchases. However, beneficial owners are expected to receive
written confirmations providing details of their transactions,
as well as periodic statements of their holdings, from the
direct or indirect participants through which they purchased
notes. Transfers of ownership interests in global notes are to
be accomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners will
not receive certificates representing their ownership interests
in the global notes except in the event that use of the
book-entry system for the global notes is disconnected.
8
To facilitate subsequent transfers, all global notes deposited
with DTC will be registered in the name of DTCs nominee,
Cede & Co., or such other name as may be requested by
an authorized representative of DTC. The deposit of notes with
DTC and their registration in the name of Cede & Co.
will not change the beneficial ownership of the notes. DTC has
no knowledge of the actual beneficial owners of the notes.
DTCs records reflect only the identity of the direct
participants to whose accounts the notes are credited, which may
or may not be the beneficial owners. The participants are
responsible for keeping account of their holdings on behalf of
their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants
and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices will be sent to DTC. If less than all of the
notes within an issue are being redeemed, DTCs practice is
to determine by lot the amount of the interest of each direct
participant in the notes to be redeemed.
In any case where a vote may be required with respect to the
notes, neither DTC nor Cede & Co. nor any other DTC
nominee will give consents for or vote the global notes, unless
authorized by a direct participant in accordance with DTCs
procedures. Under its usual procedures, DTC will mail an omnibus
proxy to us as soon as possible after the record date. The
omnibus proxy assigns the consenting or voting rights of
Cede & Co. to those direct participants to whose
accounts the notes are credited on the record date (identified
in a listing attached to the omnibus proxy).
Principal and interest payments on the notes will be made to
Cede & Co., as nominee of DTC. DTCs practice is
to credit direct participants accounts on the relevant
payment date, upon DTCs receipt of funds and corresponding
detail information from us on payable date in accordance with
their respective holdings shown on DTCs records. Payments
by direct and indirect participants to beneficial owners will be
governed by standing instructions and customary practices, as is
the case with securities held for the account of customers in
bearer form or registered in street name. Those
payments will be the responsibility of participants and not of
DTC or us, subject to any statutory or regulatory requirements
in effect from time to time. Payment of principal and interest
to Cede & Co. is our responsibility, disbursement of
payments to direct participants is the responsibility of DTC,
and disbursements of payments to the beneficial owners is the
responsibility of direct and indirect participants.
DTC may discontinue providing its services as securities
depository with respect to the notes at any time by giving
reasonable notice to us. Under such circumstances, in the event
that a successor securities depository is not obtained,
certificates are required to be printed and delivered.
We may decide to discontinue use of the system of
book-entry-only transfers through DTC (or a successor securities
depository). In that event, certificates will be printed and
delivered to DTC.
We obtained the information in this section and elsewhere in
this prospectus concerning DTCC, DTC and DTCs book-entry
system from sources that we believe to be reliable, but neither
we nor the Agents take responsibility for the accuracy of this
information.
Book-Entry
Notes Method of Repayment
Participants, on behalf of the owners of beneficial interests in
the global notes, may exercise any repayment option by
delivering written notice to our paying agent at least 30, but
no more than 60, days prior to the date of repayment. The paying
agent must receive notice by 5:00 p.m. Eastern time on the
last day for giving notice. Procedures for the owners of
beneficial interests in global notes to notify their
participants of their desire to have their note repaid will be
governed by the customary practices of the participant. The
written notice to the paying agent must state the principal
amount to be repaid. It is irrevocable and a duly authorized
officer of the participant (with signatures guaranteed) must
sign it.
9
Certificated
Notes Not Transferable Into Book-Entry
Form
If we elect to issue notes in certificated form, those
certificated notes may not be exchanged into book-entry form.
Interest
Rate
General
A glossary is provided at the end of this prospectus which
defines the capitalized words used in the following discussion
about the interest rates payable on the notes.
The interest rate on the notes will either be fixed or floating.
The interest paid will include interest accrued to, but
excluding, the interest payment date or, the date of maturity,
redemption or repurchase. Interest is generally payable to the
person in whose name the note is registered at the close of
business on the record date before each interest payment date.
Interest payable at maturity, redemption, or repurchase,
however, will be payable to the person to whom principal is
payable.
The first interest payment on any note originally issued between
a record date and interest payment date or on an interest
payment date will be made on the interest payment date after the
next record date. Interest payments, other than those payable at
maturity, redemption or repurchase will be paid, at our option,
by check or wire transfer.
Fixed
Rate Notes
If we issue fixed rate notes, the pricing supplement will
designate the fixed rate of interest payable on the note.
Interest will be paid March 15 and September 15, and upon
maturity, redemption or repurchase. The record dates for such
notes will be March 1 (for interest to be paid on March
15) and September 1 (for interest to be paid on September
15). Interest payments will be the amount of interest accrued
from and including the immediately preceding interest payment
date in respect of which interest has been paid or from and
including the date of issue, if no interest has been paid with
respect to the notes, to, but excluding, each March 15 and
September 15. Interest will be computed using a
360-day year
of twelve
30-day
months. Unless otherwise provided in the applicable pricing
supplement, if any interest payment date, redemption date, or
the maturity date of a fixed rate note falls on a day that is
not a Business Day, any principal, premium, or interest payments
will be made on the next succeeding Business Day, and no
interest will accrue on the amount payable for the period from
and after the interest payment date, redemption date, or the
maturity date, as the case may be.
Floating
Rate Notes
General
Each floating rate note we issue will have an interest rate
formula. The formula may be based on:
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the commercial paper rate;
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the prime rate;
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the CD rate;
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the federal funds effective rate;
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LIBOR;
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the Treasury rate; or
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another interest rate index.
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A pricing supplement will also indicate the Spread
and/or
Spread Multiplier, if any. In addition, any floating rate note
may have a maximum or minimum interest rate limitation.
10
Upon request, the Calculation Agent will provide the current
interest rate and, if different, the interest rate which will
become effective on the next Interest Reset Date.
Date of
Interest Rate Change
The interest rate on each floating rate note may be reset daily,
weekly, monthly, quarterly, semi-annually, or annually. The
Interest Reset Date will be:
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for notes which reset daily, each Business Day;
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for notes (other than Treasury rate notes) which reset weekly,
the Wednesday of each week;
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for Treasury rate notes which reset weekly, the Tuesday of each
week;
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for notes which reset monthly, the third Wednesday of each month
(or as otherwise specified in the applicable pricing supplement);
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for notes which reset quarterly, the third Wednesday of March,
June, September and December (or as otherwise specified in the
applicable pricing supplement);
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for notes which reset semi-annually, the third Wednesday of the
two months of each year indicated in the applicable pricing
supplement (or as otherwise specified in the applicable pricing
supplement); and
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for notes which reset annually, the third Wednesday of the month
of each year indicated in the applicable pricing supplement (or
as otherwise specified in the applicable pricing supplement).
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The initial interest rate, interest rate formula or manner in
which interest will be determined on each note effective until
the first Interest Reset Date will be shown in a pricing
supplement. Thereafter, the interest rate will be the rate
determined as of the next Interest Determination Date, as
explained below. Each time a new interest rate is determined, it
will become effective on the subsequent Interest Reset Date. If
any Interest Reset Date is not a Business Day, then the Interest
Reset Date will be postponed to the next Business Day. However,
in the case of a LIBOR note, if the next Business Day is in the
next calendar month, the Interest Reset Date will be the
immediately preceding Business Day.
When
Interest Rate Is Determined
The Interest Determination Date for the Commercial Paper Rate,
the Prime Rate and the Federal Funds Effective Rate (each as
defined below) will be the Business Day immediately preceding
each Interest Reset Date. The Interest Determination Date for
the CD Rate (as defined below) will be the second Business Day
preceding each Interest Reset Date. The Interest Determination
Date for LIBOR will be the second London Banking Day preceding
each Interest Reset Date.
The Interest Determination Date for Treasury rate notes will be
the day of the week in which the Interest Reset Date falls on
which Treasury bills would normally be auctioned. Treasury bills
are usually sold at auction on Monday of each week, unless that
day is a legal holiday, in which case the auction is usually
held on the following Tuesday. However, the auction may be held
on the preceding Friday. If an auction is held on the preceding
Friday, that day will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next week.
When
Principal and Interest Are Paid
Interest is paid as follows:
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for notes which reset daily, weekly or monthly, on the third
Wednesday of each month or on the third Wednesday of March,
June, September and December (or as otherwise specified in the
applicable pricing supplement);
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for notes which reset quarterly, on the third Wednesday of
March, June, September and December (or as otherwise specified
in the applicable pricing supplement);
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for notes which reset semi-annually, on the third Wednesday of
the two months of each year specified in the applicable pricing
supplement (or as otherwise specified in the applicable pricing
supplement);
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for notes which reset annually, on the third Wednesday of the
month of each year specified in the applicable pricing
supplement (or as otherwise specified in the applicable pricing
supplement); and
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at maturity, redemption or repurchase.
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If any interest payment date (other than an interest payment
date occurring at maturity) is not a Business Day, then the
interest payment date will be postponed to the next Business
Day. However, in the case of a LIBOR note, if the next Business
Day is in the next calendar month, the interest payment date
will be the immediately preceding Business Day. If any date of
maturity, redemption or repurchase falls on a day that is not a
Business Day, payment of principal and interest will be made on
the next Business Day and no additional interest will be paid.
However, in the case of a LIBOR note, if the next Business Day
is in the next calendar month, the payment date will be the
immediately preceding Business Day.
The record date will be 14 calendar days prior to each day
interest is paid, whether or not such day is a Business Day
unless otherwise indicated on the pricing supplement.
The interest payable will be the amount of interest accrued to,
but excluding, the interest payment date or date of maturity,
redemption or repurchase, as the case may be.
The accrued interest for any period is calculated by multiplying
the principal amount of a note by an accrued interest factor.
The accrued interest factor is computed by adding the interest
factor calculated for each day in the period to the date for
which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards if necessary, as
described below) is computed by dividing the interest rate
(expressed as a decimal rounded upwards if necessary) applicable
to such date by 360, unless the notes are Treasury rate notes,
in which case it will be divided by the actual number of days in
the year.
All percentages resulting from any calculation of floating rate
notes will be rounded, if necessary, to the nearest
one-hundred-thousandth of a percentage point, with
five-one-millionths of a percentage point rounded upwards (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)
and 9.876544% (or .09876544) being rounded to 9.87654% (or
.0987654)), and all dollar amounts used in or resulting from
such calculation will be rounded to the nearest cent (with
one-half cent being rounded upwards).
Commercial
Paper Rate Notes
Each commercial paper rate note will bear interest at the rate
(calculated with reference to the Commercial Paper Rate and the
Spread
and/or
Spread Multiplier, if any) specified on the commercial paper
rate note and in a pricing supplement.
Commercial Paper Rate means, with respect to
any Interest Determination Date for a commercial paper rate
note, the Money Market Yield (calculated as described below) of
the rate on such date for commercial paper having the Index
Maturity specified in the applicable pricing supplement as
published in H.15(519) under the caption Commercial
Paper Nonfinancial.
The following procedures will occur if the rate cannot be set as
described above:
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If that rate is not published in H.15(519) prior to
3:00 p.m. Eastern time on the Calculation Date, then the
Commercial Paper Rate will be the Money Market Yield of the rate
on that Interest Determination Date for commercial paper having
the Index Maturity as published in H.15 Daily Update or such
other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption
Commercial Paper Nonfinancial.
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If that rate is not published in either H.15(519) or H.15 Daily
Update or another recognized electronic source by 3:00 p.m.
Eastern time on that Calculation Date, then the Commercial Paper
Rate for that Interest Determination Date will then be
calculated by the Calculation Agent as the Money Market Yield of
the arithmetic mean for the offered rates, as of
11:00 a.m. Eastern time on that date, of three leading
dealers of U.S. dollar commercial paper in The City of New
York selected by the Calculation
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Agent for commercial paper having the applicable Index Maturity
placed for an industrial issuer whose bond rating is
AA, or the equivalent, from a nationally recognized
rating agency.
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If fewer than three dealers are quoting as mentioned, the rate
of interest in effect for the applicable period will be the same
as the rate of interest in effect for the prior interest reset
period.
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Prime
Rate Notes
Each prime rate note will bear interest at the rate (calculated
with reference to the Prime Rate and the Spread
and/or
Spread Multiplier, if any) specified on the prime rate note and
in a pricing supplement.
Prime Rate means, with respect to any
Interest Determination Date for a prime rate note, the rate set
forth on such date in H.15(519) under the caption Bank
Prime Loan.
The following procedures will occur if the rate cannot be set as
described above:
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If that rate is not published in H.15(519) prior to
3:00 p.m. Eastern time on the Calculation Date, then the
Prime Rate will be the rate on that Interest Determination Date
as published in H.15 Daily Update or such other recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption Bank Prime
Loan.
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If that rate is not published in H.15 Daily Update prior to
3:00 p.m. Eastern time on the Calculation Date, then the
Prime Rate will be the arithmetic mean of the rates of interest
publicly announced by each bank that appear on the Reuters
Screen US PRIME 1 Page as its prime rate or base lending rate as
in effect as of 11:00 a.m. Eastern time on that
Interest Determination Date, so long as at least four rates
appear on the page.
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If fewer than four, but more than one, rates appear on the
Reuters Screen US PRIME 1 Page by 3:00 p.m. Eastern time on
the related Calculation Date, the Prime Rate will be the
arithmetic mean of the prime rates or base lending rates (quoted
on the basis of the actual number of days in the year divided by
a 360-day
year) as of the close of business on that Interest Determination
Date by three major banks in The City of New York selected by
the Calculation Agent.
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If the banks are not quoting as mentioned above, the rate of
interest in effect for the applicable period will be the same as
the rate of interest in effect for the prior interest reset
period.
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CD Rate
Notes
Each CD rate note will bear interest at the rate (calculated
with reference to the CD Rate and the Spread
and/or
Spread Multiplier, if any) specified on the CD rate note and in
a pricing supplement.
CD Rate means, with respect to any Interest
Determination Date for a CD rate note, the rate on that date for
negotiable U.S. dollar certificates of deposit having the
Index Maturity specified in a pricing supplement as published in
H.15(519) under the caption CDs (secondary market).
The following procedures will occur if the rate cannot be set as
described above:
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If that rate is not published in H.15(519) prior to
3:00 p.m. Eastern time on the Calculation Date, then the CD
Rate will be the rate on that Interest Determination Date for
negotiable U.S. dollar certificates of deposit having the
Index Maturity as published in H.15 Daily Update or such other
recognized electronic source used for the purpose of displaying
the applicable rate, under the caption CDs (secondary
market).
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If that rate is not published in H.15 Daily Update or another
recognized electronic source by 3:00 p.m. Eastern time on
the Calculation Date, then the CD Rate for that Interest
Determination Date will be calculated by the Calculation Agent
as the average of the secondary market offered rates, as of
10:00 a.m. Eastern time on that date of three leading
nonbank dealers of negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation
Agent for negotiable U.S. dollar certificates of deposit of
major United States money market banks for negotiable
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United States certificates of deposit with a remaining
maturity closest to the Index Maturity specified in an amount
that is representative for a single transaction in that market
at the time.
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If fewer than three dealers are quoting as mentioned above, the
rate of interest in effect for the applicable period will be the
same as the rate of interest in effect for the prior interest
reset period.
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Federal
Funds Effective Rate Notes
Each federal funds effective rate note will bear interest at the
rate (calculated with reference to the Federal Funds Effective
Rate and the Spread
and/or
Spread Multiplier, if any) specified on the federal funds
effective rate note and in a pricing supplement.
Federal Funds Effective Rate means, with
respect to any Interest Determination Date for a federal funds
effective rate note, the rate on that date for U.S. dollar
federal funds as published in H.15(519) under the caption
Federal Funds (Effective) and displayed on Reuters
Page FEDFUNDS1.
The following procedures will occur if the rate cannot be set as
described above:
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If that rate is not published in H.15(519) or does not appear on
Reuters Page FEDFUNDS1 prior to 3:00 p.m. Eastern time
on the Calculation Date, then the Federal Funds Effective Rate
will be the rate on that Interest Determination Date for
U.S. dollar federal funds as published in H.15 Daily
Update, or such other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption
Federal Funds (Effective).
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If that rate is not published in H.15 Daily Update or another
recognized electronic source by 3:00 p.m. Eastern time on
that Calculation Date, then the Federal Funds Effective Rate for
that Interest Determination Date will be calculated by the
Calculation Agent as the arithmetic mean of the rates for the
last transaction in overnight U.S. dollar federal funds
arranged by three leading brokers of U.S. dollar federal
funds transactions in The City of New York selected by the
Calculation Agent prior to 9:00 a.m. Eastern time on
that Interest Determination Date.
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If fewer than three brokers are quoting as mentioned above, the
rate of interest in effect for the applicable period will be the
same as the rate of interest in effect for the prior interest
reset period.
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LIBOR
Notes
Each LIBOR note will bear interest at the rate (calculated with
reference to LIBOR and the Spread
and/or
Spread Multiplier, if any) specified on the LIBOR note and in a
pricing supplement.
The Calculation Agent will determine LIBOR as follows:
With respect to any Interest Determination Date for LIBOR notes,
LIBOR will be the rate for deposits in U.S. dollars having
the Index Maturity designated in the applicable pricing
supplement beginning on the related Interest Reset Date that
appears on the Reuters Page LIBOR01 as of
11:00 a.m. London time on that date.
In the case where fewer than two offered rates or no rate
appears on the Reuters Page LIBOR01, LIBOR for that
Interest Determination Date will be determined based on the
rates at approximately 11:00 a.m. London time on that
Interest Determination Date at which deposits of not less than
$1,000,000 in U.S. dollars having the applicable Index
Maturity are offered to prime banks in the London interbank
market by four major reference banks in the London interbank
market selected by the Calculation Agent for a single
transaction in such market at such time (a Representative
Amount).
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The Calculation Agent will request the principal London office
of each such bank to provide a quotation of its LIBOR rate. If
at least two such quotations are provided, LIBOR for such date
will be the average of such quotations.
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If fewer than two offered quotations are provided, LIBOR will be
the average of the rates quoted at approximately
11:00 a.m. Eastern time on that Interest Determination
Date by three major banks in The
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City of New York selected by the Calculation Agent for loans of
not less than $1,000,000 in U.S. dollars to leading
European banks having the specified Index Maturity.
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If fewer than three banks are quoting as mentioned above, the
rate of interest in effect for the applicable period will be the
same as the rate of interest in effect for the prior interest
reset period.
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Treasury
Rate Notes
Each Treasury rate note will bear interest at the rate
(calculated with reference to the Treasury Rate and the Spread
and/or
Spread Multiplier, if any) specified on the Treasury rate note
and in a pricing supplement.
Treasury Rate means, with respect to any
Interest Determination Date for Treasury rate notes, the rate
from the auction of direct obligations of the United States
(Treasury bills) having the Index Maturity specified in the
applicable pricing supplement under the caption Investment
Rate on the display on Reuters Page USAUCTION10 or
USAUCTION11.
The following procedures will occur if the rate cannot be set as
described above:
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If that rate is not published by 3:00 p.m. Eastern time on
the applicable Calculation Date, then the Treasury Rate will be
the Bond Equivalent Yield of the rate for the applicable
Treasury bills as published in H.15 Daily Update or such other
recognized electronic source used for the purpose of displaying
the applicable rate, under the caption
U.S. Government Securities/Treasury Bills/Auction
High.
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If that rate is not published by 3:00 p.m. Eastern time on
the applicable Calculation Date, then the Treasury Rate will be
the Bond Equivalent Yield of the auction rate of the applicable
Treasury bills announced by the United States Department of the
Treasury.
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If the results of the auction of Treasury bills are not so
announced by the United States Department of the Treasury, or if
no auction is held in a particular week, then the Treasury Rate
will be the Bond Equivalent Yield of the rate on that Interest
Determination Date of the applicable Treasury bills having the
Index Maturity specified in the applicable pricing supplement as
published in H.15(519) under the caption
U.S. Government Securities/Treasury Bills/Secondary
Market.
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If that rate is not so published by 3:00 p.m. Eastern time
on the applicable Calculation Date, then the Treasury Rate will
be the rate on that Interest Determination Date of the
applicable Treasury bills as published in H.15 Daily Update
or such other recognized electronic source used for the purpose
of displaying the applicable rate under the caption
U.S. Government Securities/Treasury Bills/Secondary
Market.
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If that rate is not published by 3:00 p.m. Eastern time on
the applicable Calculation Date, then the Treasury Rate will be
the rate on the particular Interest Determination Date
calculated by the Calculation Agent as the Bond Equivalent Yield
of the arithmetic mean of the secondary market bid rates as of
approximately 3:30 p.m. Eastern time, on that Interest
Determination Date, of three primary United States government
securities dealers selected by the Calculation Agent for the
issue of Treasury bills with a remaining maturity closest to the
Index Maturity specified in the pricing supplement.
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If fewer than three dealers are quoting as mentioned above, the
rate of interest in effect for the applicable period will be the
same as the rate of interest in effect for the prior interest
reset period.
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Events of
Default
Event of Default with respect to a series of
notes means any one of the following:
1. failure to pay any interest on any note of any such
series within 60 days after the same becomes due and
payable;
2. failure to pay the principal of or premium, if any, on
any note of any such series within three Business Days after it
becomes due and payable;
3. failure to perform or breach, of any of Washington
Gas covenants or warranties in the notes, or in their
indenture (other than a covenant or warranty relating solely to
another series of notes) for 60 days
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after notice of failure, either from the Trustee or from holders
of at least 33% of the principal amount outstanding of notes in
the series;
4. certain events of bankruptcy, insolvency or
reorganization of Washington Gas; and
5. any other event of default specified with respect to
notes of such series.
An Event of Default for a particular series of notes does not
necessarily constitute an Event of Default for any other series
of notes issued under the indenture.
Remedies
If an Event of Default shall have occurred and be continuing,
then either the Trustee or the holders of at least 33% in
principal amount of the affected series may require us to repay
the entire principal amount of that series immediately. If more
than one series is affected, then either the Trustee or the
holders of at least 33% in principal amount of all such series,
considered as one class, and not the holders of any one series,
may require us to repay the entire amount of all the affected
series.
If an Event of Default shall have occurred and be continuing,
the holders of a majority in principal amount of the affected
series will have the right to direct the time, method and place
of conducting proceedings for any remedy, or the exercising of
any power, available to the Trustee. If more than one series is
affected, the holders of a majority in aggregate principal
amount of the outstanding notes of all such series, considered
as one class, will have that right. No such direction may be in
conflict with any rule of law or with the indenture, and must
not involve the Trustee in personal liability in circumstances
where indemnity, in the Trustees sole discretion, would
not be adequate. The Trustee will not be obligated to exercise
any of its rights or powers at the request of the holders,
unless the holders have offered to the Trustee indemnity
satisfactory to it. The Trustee may take any other action it
deems proper that is not inconsistent with such direction.
The right of a holder to institute a proceeding is subject to
certain conditions precedent, but each holder has an absolute
right to receive payment of principal and premium, if any, and
interest, if any, when due and to institute suit for the
enforcement of any such payment.
The Trustee must, within 90 days after the occurrence of
any default, give the affected note holders notice of any
default known to it, unless the default is cured or waived.
However, if the default is in the payment of principal, premium,
or interest, the Trustee may withhold such notice if the Trustee
determines that doing so is in the holders best interest.
Furthermore, if the Event of Default is as specified in
item 3 under Events of Default, no notice shall
be given to holders until at least 75 days after the event
occurs.
We will be required to furnish annually to the Trustee a
statement as to our performance of certain obligations under the
indenture and as to any default in such performance.
We will keep the property that we use in our business in good
working order, and will improve it as necessary to conduct our
business properly. Except as described in the next paragraph, we
will also maintain our corporate existence, rights, and
franchises necessary to conduct our business properly.
We will neither consolidate with or merge into any other
corporation, nor transfer or lease our property as an entirety
to any other entity, unless the following conditions are met:
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the successor corporation or acquiring entity expressly assumes,
by supplemental indenture, the responsibility for punctual
payment of the principal, premium, and interest on all the
indenture securities and the performance of all of our covenants
under the indenture;
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immediately after the transaction no Event of Default, and
nothing that could become an Event of Default after notice and
lapse of time, will have occurred and be continuing; and
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we will have delivered to the Trustee an Officers
certificate and a legal opinion as provided for in the indenture.
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Modification
of Indenture
We may, without the consent of any holders, at any time and from
time to time, enter into one or more supplemental indentures
with the Trustee for any of the following purposes:
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to evidence succession and the assumption by the successor of
our covenants in the indenture and the notes;
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to add to the covenants for the benefit of the holders of all or
any series of notes, or to surrender any right or power given us
by the indenture;
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to add any additional Events of Default with respect to all or
any series of notes outstanding under the indenture;
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to change or eliminate any provision of the indenture or to add
any new provision to the indenture; provided that if such
change, elimination or addition will materially and adversely
affect the interests of the holders of notes of any series,
elimination or addition will become effective only when there
are no notes of such series remaining outstanding under the
indenture;
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to provide collateral security for the notes issued under the
indenture;
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to establish the form or terms of any series of notes as
permitted by the indenture;
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to evidence and provide for the acceptance of appointment of an
additional or successor trustee;
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to provide for the procedures required to permit the use of a
noncertificated system of registration for any series of notes;
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to change any place where (1) the principal, premium, if
any, and interest, are payable, (2) notes may be
surrendered for registration of transfer, (3) notes may be
surrendered for exchange and (4) notices and demands on us
may be served; provided, however, that any such place is a city
located in the United States of America which has a population
of at least 1,000,000 inhabitants; or
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to cure any ambiguity or inconsistency or to make any other
provisions with respect to matters and questions arising under
the indenture, provided such provisions shall not adversely
affect the interests of the holders of notes of any series in
any material respect.
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Without limiting the foregoing, if the Trust Indenture Act
of 1939, as amended, is amended after the date of the indenture
to require changes to the indenture, we and the Trustee may,
without your consent, enter into one or more supplemental
indentures to effect or reflect the changes.
Except as described above, the consent of the holders of not
less than a majority in principal amount of the notes of all
series then outstanding, considered as one class, is required
for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, the current
indenture, pursuant to a new indenture or supplemental
indenture. However, if less than all of the series outstanding
under the indenture are directly affected by a supplemental
indenture, then the consent only of the holders of a majority in
aggregate principal amount of the notes of all series so
directly affected, considered as one class, will be required.
Furthermore, if the notes of any series shall have been issued
in more than one tranche and if the proposed supplemental
indenture shall directly affect the rights of the holders of
notes of one or more, but less than all, of such tranches, then
the consent only of the holders of a majority in aggregate
principal amount of the outstanding notes of all tranches so
directly affected, considered as one class, shall be required.
In no case will we, without your consent, do any of the
following:
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change the stated maturity, any installment of principal, or the
rate of interest on (or the amount of any installment of
interest on) any note, or reduce its principal or redemption
premium, or change the amount payable upon acceleration of a
discount note or method of calculating its rate of interest, or
otherwise modify certain terms of payment of its principal,
interest or premium,
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reduce the percentage in principal amount of the notes
outstanding under such series required to consent to any
supplemental indenture or waiver under the indenture or to
reduce the requirements for quorum and voting, or
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modify certain of the provisions in the indenture relating to
supplemental indentures, waivers of certain covenants and
waivers of past defaults.
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A supplemental indenture that changes or eliminates any covenant
or other provision of the indenture solely for the benefit of
one or more particular series shall not affect the rights of any
other note holders.
Defeasance
For purposes of the indenture, we are allowed to repay our debt
of any series by depositing money or Government Obligations (as
described in the indenture) sufficient to pay, when due, the
principal, premium, and interest due on the notes.
Before we can defease any notes, we are obligated to obtain a
legal opinion that the defeasance will be tax free to the
holders of the notes.
Regarding
the Indenture Trustee
The Bank of New York Mellon, our Trustee for the notes and under
our Mortgage and Deed of Trust, dated January 1, 1933,
extends credit to us, along with other banks, under revolving
credit agreements. The Bank of New York Mellon also serves as
transfer agent and registrar for our preferred stock and for the
common stock of our parent company, WGL Holdings, Inc.
CERTAIN
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
This section describes the material United States federal income
tax consequences of the acquisition and disposition of notes as
of the date hereof. Except where noted, this section deals only
with notes held as capital assets by initial purchasers,
excluding those in special situations, such as dealers in
securities, financial institutions, individual retirement or
other tax-deferred accounts, partnerships, tax-exempt
organizations, insurance companies, persons who will hold notes
as a hedge against currency risk, persons who will hold notes as
part of a straddle with other investments or who have otherwise
hedged the risk of ownership of the notes, or United States
Holders (as defined below) whose functional currency
is not the U.S. dollar. Furthermore, the discussion below
is based upon provisions of the Internal Revenue Code of 1986,
as amended (the Code), and regulations, rulings and judicial
decisions thereunder in effect as of the date hereof, and such
authorities may be repealed, revoked or modified, possibly with
retroactive effect, so as to result in federal income tax
consequences different from those discussed below.
United
States Holders
As used herein, a United States Holder of a note
means a holder that is (1) a citizen or resident alien of
the United States, (2) a corporation or other entity
taxable as a corporation created or organized in or under the
laws of the United States, any state thereof or the District of
Columbia, (3) an estate the income of which is subject to
United States federal income taxation regardless of its source
or (4) a trust the administration of which is subject to
the primary supervision of a court within the United States and
for which one or more United States persons have the authority
to control all substantial decisions. If a partnership holds a
note, the tax treatment of a partner generally will depend upon
the status of a partner and upon the activities of the
partnership. If you are a partner of a partnership holding a
note, you should consult your own tax advisor.
Payments of Interest. Except as set forth
below, interest on a note will generally be taxable to a
United States Holder as ordinary income at the time it is
paid or accrued in accordance with the holders method of
accounting for federal income tax purposes.
Original Issue Discount. A note will be
treated as having been issued with original issue
discount (OID) if the excess of its stated
redemption price at maturity over its issue
price (for these purposes the
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first price at which a substantial amount of the notes are sold
to the public) equals or exceeds a de minimis amount
(0.25 percent of the stated redemption price at maturity
multiplied by the number of complete years to maturity). (Notes
issued with OID shall be referred to below as OID notes.) For
this purpose, stated redemption price at maturity
means the sum of all payments under the notes other than
qualified stated interest payments. In general,
interest paid on your note will be qualified stated
interest and, consequently, will not give rise to OID
unless your note is a floating rate note and (1) the issue
price of the note exceeds its principal amount by more than the
lesser of (A) 15 percent of the principal amount and
(B) 1.5 percent of the principal amount multiplied by
the number of complete years to maturity, (2) the floating
rate payable on your note (A) is the product of a fixed
multiple and a variable rate and the fixed multiple is less than
or equal to 0.65 or is more than 1.35 (an OID Multiple), or
(B) is the product of a variable rate and such an OID
Multiple, increased or decreased by a fixed rate or
(3) your note is a floating rate note that is subject to a
cap, floor or governor unless such device is fixed throughout
the term of your note or is not reasonably expected as of the
issue date to cause the yield of your note to be significantly
less or more, as the case may be, than the expected yield
determined without such device.
Any payments or portions of payments of stated interest that do
not constitute qualified stated interest are treated as a part
of the stated redemption price at maturity of the notes. Thus,
notes may possess OID subject to the consequences described
herein, even if the issue price of the notes equals (or exceeds)
the principal amount of such notes. The applicable pricing
supplement will state whether a particular issue of notes will
constitute OID notes.
United States Holders are required to report OID as ordinary
income and to include it in gross income in advance of the
receipt of some or all of the related cash payments. For OID
notes having a term in excess of one year, OID will be included
in income currently as interest as it accrues over the life of
the note under a formula based upon the compounding of interest
at a rate that provides for a constant yield to maturity.
We are required to report to the Internal Revenue Service (IRS)
the amount of OID accrued on OID notes held of record by persons
other than corporations and other exempt holders; however, the
amount reported by us may not equal the amount of OID required
to be included in income by a holder that is not an initial
purchaser of the notes or that does not purchase the notes at
their issue price.
Market Discount. A note generally will be
treated as purchased at a market discount (a market discount
note) if the notes stated redemption price at maturity or,
in the case of an OID note, the notes revised issue
price, exceeds the amount for which the holder purchased
the note by more than a de minimis amount (i.e.,
0.25 percent of the notes stated redemption price at
maturity or revised issue price, respectively, multiplied by the
number of complete years to the notes maturity). For this
purpose, the revised issue price of a note generally
equals its issue price, increased by the amount of any OID that
has accrued on the note and reduced by any payments other than
qualified stated interest payments.
Any gain recognized on the receipt of principal on or the
disposition of a market discount note will be treated as
ordinary income to the extent of the accrued market discount on
the note. Alternatively, a United States Holder may elect
to include market discount in income currently over the life of
the note. Such an election shall apply to all debt instruments
with market discount acquired by the electing United States
Holder on or after the first day of the first taxable year to
which the election applies. This election may not be revoked
without the consent of the IRS. A United States Holder that does
not elect to include market discount in income currently will
generally be required to defer deductions for interest on
borrowings incurred to purchase or carry a market discount note
that is in excess of the interest and OID on the note includible
in the United States Holders income to the extent that
this excess interest expense does not exceed the portion of the
market discount allocable to the days on which the market
discount note was held by the United States Holder. Market
discount on a market discount note will accrue on a
straight-line basis unless the United States Holder makes a
special election to accrue the market discount under a
constant-yield method. Such an election is irrevocable.
Election to Treat All Interest-Like Income as
OID. Subject to certain limitations, United
States Holders may elect to include all interest-like income
that accrues on a note by using the constant yield method. For
this purpose, interest-like income includes OID (including OID
on short-term notes and de minimis OID),
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market discount (including de minimis market discount) and
stated interest (as adjusted by any amortization of premium and
acquisition premium, see Amortization of Bond
Premium below). If the holder makes the foregoing election
with respect to a note that has been purchased with bond
premium (as opposed to merely an acquisition premium),
this election is also treated as an election under the
bond premium provisions, described below, and the
electing holder will be required to amortize bond premium
currently for all his other debt instruments with bond premium.
This election is to be made in the taxable year in which the
holder acquired the note and may not be revoked without the
consent of the IRS. If the election to apply the constant yield
method to all interest-like income on a note is made with
respect to a market discount note, the electing United States
Holder will be treated as having made the election discussed
above under Market Discount to include market
discount in income currently over the life of all debt
instruments held or thereafter acquired by the United States
Holder. United States Holders should consult their advisors
concerning the suitability and consequences of this election.
Amortization of Bond Premium. A note may be
considered to have been purchased with bond premium
to the extent that the holders tax basis in the note
immediately after purchase exceeds the sum of all amounts, other
than qualified stated interest, payable on the note after the
purchase date. A United States Holder generally may elect to
amortize the premium over the remaining term of the note on a
constant yield method. If the note is a floating rate note that
pays qualified stated interest, special rules apply for applying
the constant yield principle to amortization of the bond
premium. (If the note is a floating rate note that does not pay
qualified stated interest, the stated interest on the note will
be included in its stated redemption price at maturity under OID
rules, and thus will not have bond premium, although it may be
acquired with acquisition premium as described
below.) The amount amortized in any year will be treated as a
reduction of the holders interest income from the note.
The amount amortized in any year reduces both the holders
adjusted tax basis in the note and interest income from the
note. Any excess bond premium allocable to an accrual period is
deductible by the holder for that accrual period. The amount
deductible, however, is limited by the amount of the
holders prior income inclusions on the instrument, and any
excess is carried forward to the next accrual period. In
addition, in the case of instruments that have alternative
payment schedules that are predicated on the unilateral exercise
of an option by the issuer or the holder, the amount of bond
premium that is amortizable in an accrual period is calculated
by assuming that both the issuer and the holder will exercise or
not exercise options in a manner that maximizes the
holders yield. Thus, a holder may be required to amortize
bond premium by reference to the stated maturity, even if it
appears likely that the note will be called. Certain rules apply
if such contingency occurs or fails to occur contrary to the
assumption utilized.
Acquisition Premium. A note purchased for an
amount that exceeds its adjusted issue price but not the sum of
all amounts, other than qualified stated interest, payable on
the note after the purchase date is acquired with
acquisition premium. In that event, and assuming the
United States Holder has not made an election to treat all
interest-like income as OID as described above, the amount of
OID otherwise includable on the note will be reduced over the
term of the note through amortization of the acquisition
premium. Alternatively, a United States Holder may elect to
compute OID accruals by using the holders purchase price,
rather than the issue price, using the constant yield method for
accruing the discount. Such an election may not be revoked
unless approved by the IRS.
Sale, Exchange and Retirement of Notes. Upon
the sale, exchange or retirement of a note, a United States
Holder will recognize gain or loss equal to the difference
between the amount realized upon the sale, exchange or
retirement (excluding amounts attributable to accrued but unpaid
interest) and the adjusted tax basis of the note. A United
States Holders tax basis in a note will, in general, equal
the United States Holders cost for the note, increased by
any OID or market discount included in income and reduced by any
amortized premium and any payments previously received on the
note other than qualified stated interest payments. Except to
the extent of any accrued market discount, such gain or loss
will be capital gain or loss and will be long-term capital gain
or loss for notes held for more than one year at the time of
disposition. Long-term capital gains of individuals are, under
certain circumstances, taxed at lower rates than items of
ordinary income. A United States Holders ability to offset
capital losses against ordinary income is limited.
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Non-United
States Holders
For purposes of the following discussion, a
Non-United
States Holder of a note means a holder of a note that is
neither a United States Holder nor a partnership or other entity
taxable as a partnership. Except for certain banks,
Non-United
States Holders will not be subject to United States federal
income taxes, including withholding taxes, on the interest
income (including any OID) on any note provided that
(1) the interest income is not effectively connected with
the conduct by the
Non-United
States Holder of a trade or business within the United States,
or attributable to a permanent establishment maintained by the
Non-United
States Holder in the United States, (2) the
Non-United
States Holder is not a controlled foreign corporation related to
our company through stock ownership, (3) the
Non-United
States Holder does not own (actually or constructively) 10% or
more of the total combined voting power of all classes of our
stock entitled to vote and (4) either the
Non-United
States Holder provides a completed IRS
Form W-8
BEN (or substitute form) to the Issuer or its withholding agent
signed under penalties of perjury that includes its name and
address and certifies that it is a
Non-United
States Holder that is the beneficial owner of its notes or the
Non-United
States Holder holds its notes through a qualified
intermediary, and the qualified intermediary has
sufficient information indicating that such holder is a
Non-United
States Holder. A qualified intermediary is a bank, broker, or
other intermediary that (1) is either a United States or
non-United
States entity, (2) is acting out of a
non-United
States branch or office and (3) has signed an agreement
with the IRS providing that it will administer all or part of
the United States withholding tax rules under specified
procedures.
A Non-United
States Holder that is not exempt from tax under these rules
generally will be subject to United States federal income tax
withholding at a rate of 30% unless (1) the interest is
effectively connected with the conduct of a United States trade
or business, in which case the interest will be subject to
United States federal income tax on a net income basis
under rules generally similar to those for United States Holders
(unless an applicable tax treaty provides otherwise) or
(2) an applicable income tax treaty provides for a lower
rate of, or exemption from, withholding tax. In the case of a
Non-United
States Holder that is a corporation and that receives interest
that is effectively connected with the conduct of a United
States trade or business, or attributable to a permanent
establishment maintained by the
Non-United
States Holder in the United States, such income may also be
subject to a branch profits tax (which is generally imposed on a
foreign corporation on the actual or deemed repatriation from
the United States of earnings and profits attributable to a
United States trade or business) at a 30% rate. The branch
profits tax may not apply (or may apply at a reduced rate) if a
recipient is qualified resident of a country with which the
United States has an income tax treaty.
To claim the benefit of a tax treaty or to claim exemption from
withholding because interest received is effectively connected
with a United States trade or business, the
Non-United
States Holder generally must provide a properly executed IRS
Form W-8
BEN or
Form W-8
ECI, respectively, prior to payment of interest. These forms
must be periodically updated. Also, a
Non-United
States Holder who is claiming the benefits of a treaty may be
required to obtain a United States taxpayer identification
number and to provide certain documentary evidence issued by
foreign governmental authorities to prove residence in the
foreign country.
A Non-United
States Holder will not be subject to United States federal
income tax on gain realized on the sale, exchange, retirement or
other taxable disposition of a note, unless (1) the gain is
effectively connected with the conduct of a United States trade
or business by the
Non-United
States Holder, or attributable to a permanent establishment
maintained by the
Non-United
States Holder in the United States (unless an applicable income
tax treaty provides otherwise), (2) in the case of an
individual, such holder is present in the United States for
183 days or more in the taxable year of the retirement or
disposition and certain other conditions are met or (3) the
gain represents accrued interest or OID, in which case the rules
for interest would apply.
Backup
Withholding
In general, payments of principal, interest (including OID) on
the notes held by certain non-corporate United States Holders
and the proceeds of a disposition of such notes may be subject
to United States information reporting requirements. Such
payments also may be subject to United States backup withholding
tax if the United States Holder fails to certify a correct
taxpayer identification number, or fails to certify
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exempt status (if applicable), or fails to report dividend and
interest income in full, or fails to certify that such holder is
not subject to backup withholding. An individuals taxpayer
identification number is his or her social security number.
Currently, the backup withholding tax rate is 28% through 2010
and 31% thereafter. The backup withholding tax is not an
additional tax and may be credited against a holders
regular federal income tax liability or refunded by the IRS
where applicable.
Non-United
States Holders generally are exempt from backup withholding if
they have certified or properly documented their foreign status.
The United States federal income tax discussion set forth
above is included for general information only and may not be
applicable depending upon a holders particular situation.
You should consult your own tax advisors with respect to the tax
consequences of the acquisition and disposition of the notes,
including the tax consequences under state, local, and foreign
laws and the possible effects of changes in United States or
other tax laws.
PLAN OF
DISTRIBUTION
We are offering the notes on a continuous basis through Wachovia
Capital Markets, LLC, BB&T Capital Markets, a division of
Scott & Stringfellow, LLC, J.P. Morgan Securities
Inc., Mitsubishi UFJ Securities (USA), Inc., and the The
Williams Capital Group, L.P. (the Agents), who have
agreed in a distribution agreement between the Agents and us, to
use reasonable best efforts to solicit purchases of the notes.
Initial purchasers may propose certain terms of the notes, but
we will have the sole right to accept offers to purchase notes
and may reject proposed purchases in whole or in part. Each
Agent will also have the right, in its discretion reasonably
exercised and without notice to us, to reject any proposed
purchase of notes in whole or in part. We will pay each Agent a
commission ranging from 0.15% to 0.75% of the principal amount
of notes sold through such Agent, depending upon stated maturity
or the effective maturity as dictated by combinations of options
or other provisions found in the pricing supplement. Commissions
on notes with a stated maturity or effective maturity greater
than 30 years will be negotiated at the time of sale.
We may sell notes directly to investors on our own behalf. In
these cases, no commission or discount will be paid or allowed.
In addition, we may accept (but not solicit) offers from
additional agents for the sale of particular notes; provided
that any such sale of notes shall be on terms substantially
similar (including the same commission schedule) as agreed to by
the Agents in the distribution agreement. Such additional agents
will be named in the applicable pricing supplement.
We may also sell notes to an Agent as principal. Unless
otherwise specified in an applicable pricing supplement, any
note sold to an Agent as principal will be purchased by such
Agent at a price equal to 100% of the principal amount thereof,
less a percentage equal to the commission applicable to an
agency trade of identical stated maturity. Notes may be resold
by an Agent to investors or other purchasers from time to time
in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined
by such Agent at the time of sale, or may be sold to certain
dealers as described below. After the initial public offering of
notes to be resold to investors or other purchasers, the public
offering price (in the case of notes to be resold at a fixed
offering price), the concession and discount may be changed. In
addition, any Agent may sell notes to any dealer at a discount
and, unless otherwise specified in an applicable pricing
supplement, such discount allowed to any dealer will not be in
excess of the discount to be received by the Agent from us.
No note will have an established trading market when issued. The
notes will not be listed on any securities exchange. The Agents
may make a market in the notes, but the Agents are not obligated
to do so and may discontinue any market-making at any time
without notice. There can be no assurance of a secondary market
for any notes, or that the notes will be sold.
Each Agent, whether acting as agent or principal, may be deemed
to be an underwriter within the meaning of the
Securities Act of 1933, as amended. We have agreed to indemnify
the Agents against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments that the
Agents may be required to make in respect thereof. Each of the
Agents and certain of their affiliates engage in transactions
with and perform services for us and our affiliates in the
ordinary course of business.
22
Affiliates of certain of the Agents are lenders under our credit
facilities. The Agents may, from time to time in the future,
engage in transactions with and perform services for us in the
ordinary course of business.
LEGAL
OPINIONS
Certain legal matters in connection with the legality of the
notes offered hereby will be passed upon for us by Beverly J.
Burke, Esq., our Vice President and General Counsel.
Ms. Burke beneficially owns shares of common stock of WGL
Holdings, Inc., our corporate parent, and holds options to
purchase additional shares of its common stock. The legality of
any notes will be passed upon for the Agents, underwriters or
dealers by Hunton & Williams LLP, New York, NY.
EXPERTS
The financial statements, and the related financial statement
schedule, incorporated in this prospectus by reference from our
Annual Report on
Form 10-K
have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in
their report (which report expresses an unqualified opinion and
includes an explanatory paragraph relating to the Companys
fiscal 2007 adoption of Statement of Financial Accounting
Standards No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans),
which is incorporated herein by reference. Such financial
statements and financial statement schedule have been so
incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
23
GLOSSARY
Set forth below are definitions of some of the terms used in
this prospectus.
BOND EQUIVALENT YIELD is the yield (expressed
as a percentage) calculated in accordance with the following
formula:
|
|
|
|
|
Bond Equivalent Yield =
|
|
D × N
360
− (D × M)
|
|
× 100
|
where D refers to the per annum rate for
Treasury bills quoted on a bank discount basis and expressed as
a decimal; N refers to 365 or 366, as the
case may be; and M refers to the actual
number of days in the period for which interest is being
calculated.
BUSINESS DAY means any day other than a
Saturday or Sunday that (a) is not a day on which banking
institutions in Washington, DC, or in New York, NY, are
authorized or obligated by law or executive order to be closed,
and (b) with respect to LIBOR notes only, is a day on which
dealings in deposits in U.S. dollars are transacted in the
London interbank market (a London Banking Day).
CALCULATION AGENT means The Bank of New York
Mellon, or its successor appointed by us, acting to perform the
duties related to interest rate calculation and resets for
floating rate notes.
CALCULATION DATE means the date by which the
Calculation Agent calculates an interest rate for a floating
rate note, which will be the earlier of:
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|
|
|
|
the tenth calendar day after the related Interest Determination
Date or, if such day is not a Business Day, the next Business
Day; or
|
|
|
|
the Business Day immediately preceding the applicable interest
payment date or the maturity date, as the case may be.
|
With respect to LIBOR, however, the Calculation Date will be the
Interest Determination Date for LIBOR notes.
H.15(519) means the weekly statistical
release designated as H.15(519), or any successor publication,
published by the Board of Governors of the Federal Reserve System
H.15 DAILY UPDATE means the daily update of
H.15(519), available through the world-wide-web site of the
Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/h15/update,
or any successor site or publication.
INDEX MATURITY means, with respect to a
floating rate note, the period to maturity of the note on which
the interest rate formula is based, as indicated in the
applicable pricing supplement.
INTEREST DETERMINATION DATE means the date as
of which the interest rate for a floating rate note is to be
determined, to be effective as of the following Interest Reset
Date and calculated by the related Calculation Date (except in
the case of LIBOR which is calculated on the related Interest
Determination Date).
INTEREST RESET DATE means the date on which a
floating rate note will begin to bear interest at the variable
interest rate determined on any Interest Determination Date. The
Interest Reset Dates will be indicated in the applicable pricing
supplement and in the note.
MONEY MARKET YIELD is the yield (expressed as
a percentage rounded upwards to the nearest
one-hundred-thousandth of a percentage point) calculated in
accordance with the following formula:
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|
|
|
|
Money Market Yield =
|
|
D × 360
360
− (D × M)
|
|
× 100
|
where D refers to the per annum rate for
commercial paper quoted on a bank discount basis and expressed
as a decimal; and M refers to the actual
number of days in the period for which interest is being
calculated.
24
REUTERS PAGE FEDFUNDS1 means the display
designated as FEDFUNDS1 on Reuters 3000 Xtra (or
such other page as may replace FEDFUNDS1 on such
service) or such other service displaying the Federal Funds
Effective Rate, as may replace Reuters 3000 Xtra.
REUTERS PAGE LIBOR01 means the display
designated as LIBOR01 on Reuters 3000 Xtra (or such
other page as may replace LIBOR01 on such service)
or such other service displaying the London Inter-Bank offered
rates of major banks, as may replace Reuters 3000 Xtra.
REUTERS PAGE USAUCTION10 or USAUCTION11
means the display designated as USAUCTION10 or
USAUCTION11 on Reuters 3000 Xtra (or such other page
as may replace USAUCTION10 or
USAUCTION11 on such service) or such other service
displaying the Treasury bill rates, as may replace Reuters 3000
Xtra.
REUTERS SCREEN US PRIME 1 PAGE means the
display designated as page US PRIME 1 on the Reuters
Monitor Money Rates Service (or such other page as may replace
the US PRIME 1 page on that service or any successor service).
SPREAD means the number of basis points
specified in the applicable pricing supplement as being
applicable to the interest rate for a floating rate note.
SPREAD MULTIPLIER means the percentage
specified in the applicable pricing supplement as being
applicable to the interest rate for a floating rate note.
TRUSTEE means The Bank of New York Mellon.
25
$450,000,000
Medium-Term Notes,
Series I
PROSPECTUS
,
2009
|
Mitsubishi UFJ
Securities
|
|
|
The Williams Capital Group,
L.P.
|
You should
rely only on the information contained or incorporated by
reference in this prospectus
and any pricing supplement. We have not authorized anyone to
provide
you with different information.
We are not
offering the notes in any state where the offer is not permitted.
We do not
claim the accuracy of the information in this prospectus and any
pricing supplement
as of any date other than the dates stated on their respective
covers.
Part II.
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
Item 14.
|
Other
Expenses of Issuance and Distribution.
|
|
|
|
|
|
Item
|
|
Amount
|
|
|
Registration Fee
|
|
$
|
13,950
|
|
* Printing
|
|
|
20,000
|
|
* Trustee Fees and Expenses
|
|
|
28,000
|
|
* Legal Fees and Expenses
|
|
|
50,000
|
|
* Accounting Fees
|
|
|
40,000
|
|
* Rating Agency Fees
|
|
|
550,000
|
|
* Blue Sky Expenses
|
|
|
3,000
|
|
* Other
|
|
|
5,000
|
|
Total
|
|
$
|
709,950
|
|
|
|
Item 15.
|
Indemnification
of Directors and Officers.
|
Under our bylaws, the Company shall indemnify any officer,
director or employee in certain specified cases. The bylaws
provide for indemnification when the person is a party, or is
threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding (an action) by
reason of the fact the person is or was a director, officer or
employee of the Company. Indemnification shall be provided
against expenses (including attorneys fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, except in relation to
matters as to which the person shall be finally adjudged in such
action to have knowingly violated the criminal law or be liable
for willful misconduct in the performance of the persons
duty to the Company. The bylaws include procedures to be
followed for the Company to make any such indemnification. The
indemnification provided in the bylaws shall be in addition to,
and not exclusive of, any other rights to which those
indemnified may be entitled. Reference is made to
Article IIIA of our bylaws for a complete description of
the indemnification provisions.
We carry a policy of insurance which, among other things,
provides for payment to us of sums expended pursuant to our
bylaws and indemnification for liability of officers and
directors.
Exhibits filed herewith:
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|
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Exhibit
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|
|
No.
|
|
Description of Exhibits
|
|
|
1
|
|
|
Form of Distribution Agreement (to be filed at a later date).
|
|
5
|
|
|
Opinion of Beverly J. Burke, Esquire.
|
|
23
|
.1
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|
Consent of Deloitte & Touche LLP.
|
|
23
|
.2
|
|
Consent of Beverly J. Burke, Esquire (included in
Exhibit No. 5).
|
|
24
|
.1
|
|
Power of Attorney Michael D. Barnes.
|
|
24
|
.2
|
|
Power of Attorney George P. Clancy, Jr.
|
|
24
|
.3
|
|
Power of Attorney James W. Dyke, Jr.
|
|
24
|
.4
|
|
Power of Attorney Melvyn J. Estrin.
|
|
24
|
.5
|
|
Power of Attorney James F. Lafond.
|
|
24
|
.6
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|
Power of Attorney Debra L. Lee.
|
|
24
|
.7
|
|
Power of Attorney Karen Hastie Williams.
|
|
25
|
|
|
Statement of Eligibility and Qualification of the Trustee for
the Unsecured Notes on
Form T-1.
|
II-1
Exhibits incorporated herein by reference:
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|
|
|
|
|
|
|
|
|
|
|
Registration
|
|
|
Exhibit
|
|
|
|
Statement No.
|
|
Exhibit
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No.
|
|
Description of Exhibits
|
|
or Other Filing
|
|
No.
|
|
|
4
|
.1
|
|
Indenture dated Sept. 1, 1991 between Washington Gas Light
Company and The Bank of New York
|
|
Form 8-K
dated September 19, 1991 in File
No. 1-1483
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|
4
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|
4
|
.2
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|
Supplemental Indenture to Indenture dated Sept. 1, 1993 between
Washington Gas Light Company and The Bank of New York
|
|
Form 8-K
dated September 1, 1993 in File
No. 1-1483
|
|
4
|
|
4
|
.3
|
|
Form of Indenture for the Unsecured Notes
|
|
Form 8-K
dated September 19, 1991 in File
No. 1-1483
|
|
4.1
|
|
4
|
.4
|
|
Form of Unsecured Notes
|
|
Form 8-K
dated September 19, 1991 in File
No. 1-1483
|
|
4.2/4.3
|
|
12
|
.1
|
|
Computation of Ratio of Earnings to Fixed Charges for the Fiscal
Years Ended September 30, 2008, 2007, 2006, 2005, and 2004
|
|
Form 10-K
for the fiscal year ended September 30, 2008 of WGL
Holdings, Inc. and Washington Gas Light Company as
co-registrant. File
No. 0-49807
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|
12.3
|
|
12
|
.2
|
|
Computation of Ratio of Earnings to Fixed Charges for the Twelve
Months Ended March 31, 2009
|
|
Form 10-Q
for the quarter ended March 31, 2009 of WGL Holdings, Inc.
and Washington Gas Light Company as co-registrant. File
No. 0-49807
|
|
99.3
|
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 this 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 this registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment of any of the securities being
registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining liability under the
Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
II-2
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for purposes of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrants
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 plans
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.
(7) To file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a)
of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the
Trust Indenture Act.
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 foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-3
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 to
sign, in the City of Washington, District of Columbia, on the
14th day of May, 2009.
Washington Gas Light
Company
|
|
|
|
By:
|
/s/ VINCENT
L. AMMANN, JR.
|
(Vincent L. Ammann, Jr. Vice President
and Chief Financial Officer)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Names
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ James
H. DeGraffenreidt, Jr.
(James
H. DeGraffenreidt, Jr.)
|
|
Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
May 14, 2009
|
|
|
|
|
|
/s/ Terry
D. McCallister
(Terry
D. McCallister)
|
|
President, Chief Operating Officer and Director
|
|
May 14, 2009
|
|
|
|
|
|
/s/ VINCENT
L. AMMANN, JR.
(Vincent
L. Ammann, Jr.)
|
|
Vice President and Chief Financial Officer (Principal Financial
Officer)
|
|
May 14, 2009
|
|
|
|
|
|
/s/ Mark
P. OFlynn
(Mark
P. OFlynn)
|
|
Controller
(Principal Accounting Officer)
|
|
May 14, 2009
|
|
|
|
|
|
*
(Michael
D. Barnes)
|
|
Director
|
|
May 14, 2009
|
|
|
|
|
|
*
(George
P. Clancy, Jr.)
|
|
Director
|
|
May 14, 2009
|
|
|
|
|
|
*
(James
W. Dyke, Jr.)
|
|
Director
|
|
May 14, 2009
|
|
|
|
|
|
*
(Melvyn
J. Estrin)
|
|
Director
|
|
May 14, 2009
|
|
|
|
|
|
*
(James
F. Lafond)
|
|
Director
|
|
May 14, 2009
|
II-4
|
|
|
|
|
|
|
Names
|
|
Title
|
|
Date
|
|
|
|
|
|
|
*
(Debra
L. Lee)
|
|
Director
|
|
May 14, 2009
|
|
|
|
|
|
*
(Karen
Hastie Williams)
|
|
Director
|
|
May 14, 2009
|
|
|
|
|
|
*By: VINCENT L. AMMANN, JR.
(Vincent
L. Ammann, Jr.
Attorney in Fact)
|
|
|
|
|
II-5
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit
|
|
|
|
|
No.
|
|
|
|
Description of Exhibits
|
|
|
1
|
|
|
|
|
Form of Distribution Agreement (to be filed at a later date).
|
|
5
|
|
|
|
|
Opinion of Beverly J. Burke, Esquire.
|
|
23
|
.1
|
|
|
|
Consent of Deloitte & Touche LLP.
|
|
23
|
.2
|
|
|
|
Consent of Beverly J. Burke, Esquire (included in
Exhibit No. 5).
|
|
24
|
.1
|
|
|
|
Power of Attorney Michael D. Barnes.
|
|
24
|
.2
|
|
|
|
Power of Attorney George P. Clancy, Jr.
|
|
24
|
.3
|
|
|
|
Power of Attorney James W. Dyke, Jr.
|
|
24
|
.4
|
|
|
|
Power of Attorney Melvyn J. Estrin.
|
|
24
|
.5
|
|
|
|
Power of Attorney James F. Lafond.
|
|
24
|
.6
|
|
|
|
Power of Attorney Debra L. Lee.
|
|
24
|
.7
|
|
|
|
Power of Attorney Karen Hastie Williams.
|
|
25
|
|
|
|
|
Statement of Eligibility and Qualification of the Trustee for
the Unsecured Notes on
Form T-1.
|