As filed with the Securities and Exchange Commission on April 16, 2003
File No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WGL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Virginia | 52-2210912 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) |
1100 H Street, NW
Washington, DC 20080
(Address of Principal Executive Offices) (Zip Code)
1999 Incentive Compensation Plan,
as Amended and Restated
(Full title of the plan)
Beverly J. Burke
Vice President and General Counsel
1100 H Street, NW
Washington, DC 20080
(Name and address of agent for service)
(202) 624-6177
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM | PROPOSED MAXIMUM | |||||||||||||||
TITLE OF SECURITIES | AMOUNT TO BE | OFFERING PRICE PER | AGGREGATE OFFERING | AMOUNT OF | ||||||||||||
TO BE REGISTERED | REGISTERED (1) | SHARE (2) | PRICE (2) | REGISTRATION FEE | ||||||||||||
Common Stock, no
par value per share |
1,000,000 | $26.59 | $26,590,000 | $2,151.13 |
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as amended, this Registration Statement covers an indeterminate number of securities to be offered as a result of any adjustment from stock splits, stock dividends or similar events.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457, promulgated under the Securities Act of 1933, as amended, and based upon the average of the high and low sales price of the Registrants common stock, on April 14, 2003.
Pursuant to Rule 429, this Registration Statement serves as a Post-Effective Amendment to the Registrants Registration Statement on Form S-8 (File No. 333-83185) relating to the 1999 Incentive Compensation Plan.
Pursuant to General Instruction E of Form S-8, the contents of the WGL Holdings, Inc., Registration Statement on Form S-8 (File No. 333-83185) are hereby incorporated by reference. In addition, the following information is included:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
The Exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, WGL Holdings, Inc., the Registrant, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, DC, on the 16th day of April, 2003.
WGL HOLDINGS, INC. (Registrant) |
||
By: | /s/ James H. DeGraffenreidt, Jr. | |
James H. DeGraffenreidt, Jr. Chairman and Chief Executive Officer |
Pursuant to the requirement 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.
SIGNATURE | TITLE | DATE | ||
/s/ James H. DeGraffenreidt, Jr. | Chairman and Chief Executive | April 16, 2003 | ||
Officer and Director | ||||
James H. DeGraffenreidt, Jr. | ||||
/s/ Terry D. McCallister | President and | April 16, 2003 | ||
Chief Operating Officer | ||||
Terry D. McCallister | ||||
/s/ Frederic M. Kline | Vice President and | April 16, 2003 | ||
Chief Financial Officer | ||||
Frederic M. Kline | ||||
/s/ Mark P. OFlynn | Controller | April 16, 2003 | ||
Mark P. OFlynn | ||||
* | Director | April 16, 2003 | ||
Michael D. Barnes | ||||
* | Director | April 16, 2003 | ||
Daniel J. Callahan, III | ||||
* | Director | April 16, 2003 | ||
George Patrick Clancy, Jr. | ||||
* | Director | April 16, 2003 | ||
Melvyn J. Estrin | ||||
* | Director | April 16, 2003 | ||
Debra L. Lee | ||||
* | Director | April 16, 2003 | ||
Philip A. Odeen | ||||
* | Director | April 16, 2003 | ||
Karen Hastie Williams | ||||
/s/ Frederic M. Kline | ||||
By Frederic M. Kline | ||||
Attorney-in-fact |
EXHIBIT INDEX
EXHIBIT | ||
NUMBER | ||
4.1* |
Articles of Incorporation of the Registrant (Incorporated by
reference to Appendix B to the Proxy Statement and Prospectus in
the Registration Statement on Form S-4 of the Registrant (Reg. No.
333-96017 filed on February 2, 2000)) |
|
4.2* |
By-Laws of the Registrant (Incorporated by reference to Appendix C
to the Proxy Statement and Prospectus in the Registration
Statement on Form S-4 of the Registrant (Reg. No. 333-96017 filed
on February 2, 2000)) |
|
5 |
Opinion of Company Counsel as to legality |
|
23.1 |
Consent of Deloitte & Touche LLP, Independent Public Accountants |
|
23.2 |
Consent of Counsel (included in Exhibit 5) |
|
24.1 |
Power of Attorney Michael D. Barnes.
|
|
24.2 |
Power of Attorney Daniel J. Callahan, III.
|
|
24.3 |
Power of Attorney George Patrick Clancy, Jr.
|
|
24.4 |
Power of Attorney Melvyn J. Estrin.
|
|
24.5 |
Power of Attorney Debra L. Lee.
|
|
24.6 |
Power of Attorney Philip A. Odeen.
|
|
24.7 |
Power of Attorney Karen Hastie Williams.
|
* Incorporated by reference