sv3
As filed with the Securities
and Exchange Commission on May 26, 2006
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
(State or other jurisdiction
of incorporation or organization)
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53-0162882
(I.R.S. Employer
Identification No.)
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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
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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$222,500,000
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100%
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$222,500,000
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$23,808
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(1) |
Estimated solely for the purpose of calculating the registration
fee.
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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 429 under the Securities Act of 1933,
as amended, the prospectus filed as part of this Registration
Statement will be used as a combined prospectus in connection
with this Registration Statement and Registration Statement
No. 333-104574.
In this connection, $77,500,000 amount of Washington Gas Light
Company securities remaining registered and unissued under
Registration Statement
No. 333-104574
are being carried forward. The amount of the filing fee
associated with such securities that was previously paid is
$6,269.75 with respect to Registration Statement
No. 333-104574.
Washington Gas Light Company may continue to issue securities
under Registration Statement
No. 333-104574
until this Registration Statement becomes effective.
The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities, and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.
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SUBJECT TO
COMPLETION, DATED MAY 26, 2006
PROSPECTUS
$300,000,000
Washington Gas Light
Company
Medium-Term Notes,
Series H
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 $299,550,000 and
$297,750,000 of the proceeds, after paying the agents
commissions of between $450,000 and $2,250,000. 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.
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.
Citigroup
Banc of America Securities
LLC
Merrill Lynch &
Co.
SunTrust Robinson
Humphrey
The Williams Capital Group,
L.P.
Wachovia Securities
The date of this prospectus
is , 2006.
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.
About
Washington Gas Light Company
Washington Gas Light Company (Washington Gas, us,
our, or we) is a regulated public
utility that delivers and sells natural gas to customers in
Washington, D.C. and adjoining areas in Maryland and
Virginia, and in several cities and towns in the northern
Shenandoah Valley of Virginia. We have been engaged in the
natural gas distribution business for 158 years, having
been originally incorporated by an Act of Congress in 1848. We
became a domestic corporation of the Commonwealth of Virginia in
1953 and a corporation of the District of Columbia in 1957. As
of March 31, 2006, 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, 2006
and 2005, Washington Gas reported operating revenues of
$1.318 billion and $1.057 billion, respectively; a
substantial majority of our sales are made during the six-month
heating season ending March 31 of each year. For the fiscal
years ended September 30, 2005, 2004 and 2003, Washington
Gas reported operating revenues of $1.403 billion,
$1.294 billion and $1.313 billion, respectively.
Washington Gas is a subsidiary of WGL Holdings, Inc., a holding
company established in 2000 under the Public Utility Holding
Company Act of 1935 (PUHCA). Effective February 8,
2006, the PUHCA was repealed in accordance with the Energy
Policy Act of 2005.
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. |
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Notes Offered |
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We will issue up to $300,000,000 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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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. |
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RISK
FACTORS
You should carefully consider the risk factors described below,
as well as the other information included or incorporated by
reference in this prospectus before making an investment in our
notes. The risks and uncertainties described below are not the
only risks and uncertainties facing us. Additional risks and
uncertainties not presently known or that we currently believe
to be immaterial may also adversely affect us.
Our
business, earnings and cash requirements are highly weather
sensitive and seasonal.
Our utility operations are weather sensitive and seasonal, with
a significant portion of revenues derived from the delivery of
natural gas to residential and commercial heating customers who
use natural gas for space heating. Weather conditions directly
influence the volume of natural gas delivered to customers. The
rates we charge our customers are determined on the basis of
expected normal weather conditions. Generally, over
75 percent of the total natural gas we deliver, excluding
deliveries for electric generation, occur in our first and
second fiscal quarters. Deviations in weather from normal levels
and the seasonal nature of our business can create large
variations in earnings and short-term cash requirements.
Changes
in the regulatory environment or unfavorable rate regulation,
that can be affected by new laws or political considerations,
may restrict or delay our ability to earn a reasonable rate of
return on our investment in facilities to provide utility
service and to fully recover our operating costs.
We are regulated by the Public Service Commission of the
District of Columbia (PSC of DC), the Public Service Commission
of Maryland (PSC of MD) and the State Corporation
Commission of Virginia (SCC of VA). These regulatory commissions
generally have authority over many of the activities of our
regulated utility business including, but not limited to, the
rates we charge to our customers, the amount and type of
securities we can issue, the nature of investments we can make,
the nature and quality of services we provide, safety standards
and other matters.
Because the rate setting process is based, in part, on
historical financial information and estimates that are inherent
in the accounting process, the rates we charge our customers may
not allow our business to earn a reasonable rate of return on
our actual invested capital and fully recover our actual
operating costs. Regulatory commissions have the authority to
grant rate increases, order rate decreases or require no change
in the rates we charge our customers. These regulators also may
modify our rates to change the level, type and methods that we
utilize to recover our costs, including the costs to acquire,
store, transport and deliver natural gas. Some of these supply
costs are incurred under long-term contracts. Delays in
regulatory proceedings also may have an adverse effect on our
financial performance. The extent to which the actions of
regulatory commissions restrict or delay our ability to earn a
reasonable rate of return on invested capital
and/or fully
recover operating costs may adversely affect our results of
operations, financial condition and cash flows.
Our
ability to meet customers natural gas requirements may be
impaired if our contracted gas supplies and interstate pipeline
and storage services are not available or delivered in a timely
manner.
We are responsible for acquiring sufficient natural gas supplies
and interstate pipeline and storage capacity to meet
customers annual and seasonal natural gas requirements. If
we are not able to maintain a reliable and adequate natural gas
supply and pipeline capacity, we may be unable to meet our
customers requirements. If we are unable to meet
customers demand requirements, this could adversely affect
our results of operations, financial condition and cash flows.
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We need
to acquire additional capacity to deliver natural gas on the
coldest days of the year and we may not receive the necessary
approvals in a timely manner.
We plan to construct a one billion cubic foot liquefied natural
gas storage facility in Chillum, Maryland to meet our
customers future supply needs. However, certain external
parties have opposed the proposed location of this planned
facility and, if this opposition is successful, it may require a
change in the way we satisfy our customers future supply
requirements. If we are not permitted or are not able to
construct this planned facility on a timely basis for any
reason, the next best alternative may take additional time to
put into service. This could cause an interruption in our
ability to satisfy the needs of some of our customers, which
could adversely affect our results of operations and cash flows.
Decreases
in natural gas consumption by our customers may negatively
affect our net revenues and net income.
Increases in the cost of gas due to increases in the purchase
price of the natural gas commodity generally have no direct
effect on our net revenues and net income because regulatory
mechanisms allow these increased costs to be reflected in the
rates charged to customers. However, a rise in natural gas
prices may reduce our net income due to: (1) lower
firm sales margins from decreased natural gas deliveries that
may result from customer conservation, (2) increased
short-term interest expense to finance higher accounts
receivable balances, and (3) higher expenses that
may be incurred for uncollectible customer accounts.
In addition to these short-term impacts of higher natural gas
prices, a sustained period of higher prices may result in longer
term decreases in natural gas use per customer as customers
change their consumption patterns by replacing older, less
efficient gas appliances with more efficient appliances. This
conservation would reduce our net revenues and net income.
Operating
issues could affect public safety and the reliability of our
natural gas distribution system which could have adverse
financial implications.
Our business is exposed to operational issues that could affect
the public safety and reliability of our natural gas
distribution system. Operational issues such as leaks,
mechanical problems and accidents could result in significant
costs to our business and loss of customer confidence. The
occurrence of any such operational issues could adversely affect
our results of operations, financial condition and cash flows.
We are
incurring significant capital expenditures in connection with
the rehabilitation of a portion of our natural gas distribution
system in Prince Georges County, Maryland. If we are
unable to recover these costs, this could have a significant
adverse effect on our financial condition, results of operations
and cash flows.
Based on scientific evidence from an international consulting
firm, it is our opinion that the introduction of gas from the
Dominion Cove Point liquefied natural gas (LNG) terminal into
our natural gas distribution system caused the deterioration of
rubber seals within certain mechanical couplings, leading to a
significant increase in leaks on our gas distribution system in
a portion of Prince Georges County, Maryland.
Given the increase in the number of natural gas leaks, we began
to replace gas service lines and rehabilitate gas mains that
contain the applicable mechanical couplings in the affected area
of the distribution system in Prince Georges County (the
rehabilitation project). The rehabilitation project is currently
estimated to cost $144 million and is expected to be
completed some time late in calendar year 2007 or early in 2008.
Actual costs incurred for the work associated with this project
could differ materially from this cost estimate. If we are
unable to recover from customers through the regulatory
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process all or some of these costs and our authorized rate of
return on these costs, this could have a significant adverse
effect on our financial condition, results of operations, and
cash flows.
The
receipt of additional amounts of gas from the Dominion Cove
Point LNG terminal into our natural gas distribution system may
result in higher operating expenses and capital expenditures
which may have a material adverse effect on our financial
condition, results of operations and cash flows.
In fiscal year 2005, Dominion Resources, Inc. (DRI), the owner
of the Dominion Cove Point LNG facility, requested authorization
from the Federal Energy Regulatory Commission to expand the
capacity and output of its Cove Point terminal. This proposed
expansion, if approved, will result in a substantial increase in
the volume of Cove Point gas introduced into our gas
distribution system. We estimate that this increase would occur
in late calendar year 2007 or thereafter. The increased volume
of Cove Point gas that will flow into our gas distribution
system if the expansion is approved may cause additional leaks
on couplings in our system (except in the area of Prince
Georges County, Maryland that is undergoing the
rehabilitation project). Although we have requested that the
proposed expansion of the Cove Point LNG terminal be denied
until DRI has shown that the gas coming from the Cove Point
terminal will not cause additional harm to our customers or to
the infrastructure of our gas distribution system, we are taking
actions to prepare for the receipt of increased volumes of gas
from the Cove Point LNG facility.
The scientific results of a study by a consulting firm show that
the injection of heavy hydrocarbons (HHCs) into the gas coming
from the Cove Point terminal results in an increase in volume
(i.e., a swelling) of the seals within the mechanical
couplings. Based upon this scientific evidence, in late January
2006, we constructed the facilities necessary to inject HHCs
into the gas stream at the gate station that exclusively
receives gas from the Cove Point terminal and serves the
affected area of Prince Georges County, Maryland where the
increase in gas leaks has been observed. Additionally, we are
planning to construct facilities to inject HHCs at up to as many
as eight additional gate stations in anticipation that more gas
from the Cove Point terminal may begin flowing into the
interconnected pipelines.
We have not gathered enough evidence yet to conclude that the
injection of HHCs into the gas distribution system will be
effective in preventing additional leaks that may occur in the
gas distribution system if additional volumes from the Cove
Point terminal are introduced. Also, construction of these
additional facilities may not be timely, permitted or feasible.
If the facilities are constructed, the injection of additional
HHCs may not be effective in preventing additional leaks on
couplings in the gas distribution system. If the injection of
HHCs into the gas distribution system is not effective in
preventing additional leaks on couplings, we will seek an
acceptable and viable alternative to address this issue. If the
planned actions of injecting HHCs are not successful in
preventing additional leaks on couplings, and if we are not able
to determine a satisfactory alternative solution on a timely
basis, additional operating expenses and capital expenditures
may be necessary to contend with the receipt of increased
volumes of gas from the Cove Point LNG terminal into our
distribution system. These additional expenditures may not be
recoverable or may not be recoverable on a timely basis from
customers, or other parties. Therefore, these conditions could
have a material adverse effect on our financial condition,
results of operations, and cash flows.
Changes
in the relative prices of alternative forms of energy may
strengthen or weaken the competitive position of our natural gas
delivery service. If the competitive position of natural gas
service weakens, it may reduce the number of natural gas
customers in the future and negatively affect our future cash
flows and net income.
The price of natural gas delivery service we provide competes
with the price of other forms of energy such as electricity, oil
and propane. Changing prices of natural gas versus other sources
of energy that we
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compete against can cause the competitive position of our
natural gas delivery service to improve or decline. A decline in
the competitive position of natural gas service in relation to
alternative energy sources can lead to fewer natural gas
customers, lower volumes of natural gas delivered, lower cash
flows and lower net income.
A decline
in the economy or significant increases in interest rates may
reduce revenues or increase costs.
A decline in the economy of the region in which we operate, or a
significant increase in interest rates to be paid by potential
purchasers of new homes, might adversely affect our ability to
grow our customer base at the same rate we have grown in the
past. An increase in the interest rates we pay without the
recognition of the higher cost of debt incurred by us in the
rates charged to our customers would adversely affect our future
earnings and cash flows.
Our
inability to access capital or to access capital in a cost
effective manner may adversely affect our business. A downgrade
in our credit ratings could increase our borrowing
costs.
Our ability to obtain adequate and cost effective capital
depends largely on our credit ratings, which are greatly
affected by our financial performance and the liquidity of
financial markets. A downgrade in our current credit ratings
could affect our access to capital markets, as well as our
ability to borrow funds at a reasonable cost and earn our
authorized rate of return.
As a wholly owned subsidiary of WGL Holdings, Inc. (WGL
Holdings), we depend solely on WGL Holdings to raise new common
equity capital and contribute that common equity to us. If WGL
Holdings is unable to raise common equity capital, this also
could adversely affect our credit ratings and our ability to
meet our capital requirements at a reasonable cost.
Our risk
management strategies and related hedging activities may not be
effective in managing our risks, and may result in additional
liability for which rate recovery may be disallowed and cause
increased volatility in our earnings.
Our business requirements expose us to commodity price, weather,
credit, and interest-rate risks. We attempt to manage our
exposure to these risks by hedging, setting risk limits, and
employing other risk management tools and procedures. Risk
management activities may not be as effective as planned, and
cannot eliminate all of our risks. We also may be exposed to
additional liability should the anticipated revenue recovery of
costs or losses incurred with certain of these risk management
activities be subsequently excluded from the determination of
revenues by a regulator.
Our
facilities and operations could be targets of acts of
terrorism.
Our natural gas distribution, transmission and storage
facilities may be targets of terrorist activities that could
result in a disruption of our ability to meet customer
requirements. Terrorist attacks may also disrupt capital markets
and our ability to raise capital. A terrorist attack on our
facilities or those of our natural gas suppliers or customers
could result in a significant decrease in revenues or a
significant increase in repair costs, which could adversely
affect our results of operations, financial position and cash
flows.
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
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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
Certain matters discussed in this prospectus, and the documents
we incorporate by reference (as described under Where You
Can Find More Information), excluding historical
information, include 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,
estimates, expects,
anticipates, intends,
believes, plans, and similar
expressions, or future or conditional verbs such as
will, should, would, and
could. Although we believe such forward-looking
statements are based on reasonable assumptions, we cannot give
assurance that every objective will be achieved. Forward-looking
statements speak only as of the date of this prospectus, and we
assume no duty to update them. 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 our 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
liquefied natural gas from the Dominion Cove Point facility into
our natural gas distribution system;
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the ability to recover the costs of implementing steps to
accommodate delivery of natural gas to customers as a result of
the receipt of gas from the Cove Point facility;
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variations in weather conditions from normal levels;
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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 our 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 our debt securities 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;
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changes in accounting principles;
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acts of God and terrorist activities; and
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other uncertainties.
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The outcome of negotiations and discussions that we may hold
with other parties from time to time regarding utility-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 our direct control. Accordingly, while we believe that
the assumptions are reasonable, we cannot ensure that all
expectations and objectives will be realized. Investors are
urged to use care and consider the risks, uncertainties and
other factors that could affect our business as described in
this prospectus and reports we file with the Securities and
Exchange Commission (SEC). All forward-looking statements made
in this prospectus and documents incorporated by reference
herein rely upon the safe harbor protections provided under the
Private Securities Litigation Reform Act of 1995.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly, and other reports, information
statements, and other information with the SEC. You may read and
copy any document we file at the SECs public reference
room at 100 F Street, N.E., Washington, D.C.
20549-0213.
Please call the SEC at
1-800-SEC-0330
for further information on the public reference room. The SEC
also maintains an Internet site that contains reports,
information statements and other information regarding issuers
that file electronically. We file such information
electronically and it can be accessed at the SECs website
at http://www.sec.gov. Our SEC filings are also available to the
public from our web site at http://www.washgas.com. This
prospectus is part of a registration statement we filed with the
SEC.
The SEC allows us to incorporate by reference the
information we file with it, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is
considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and
supersede this information. We incorporate by reference the
documents listed below (except information furnished) and any
future filings made with the SEC under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
as amended, until we sell all the notes:
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our annual report on
Form 10-K
for the fiscal year ended September 30, 2005;
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our quarterly reports on
Form 10-Q
for the quarters ended December 31, 2005 and March 31,
2006; and
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our current reports on
Form 8-K
filed October 3, 2005, October 6, 2005,
October 20, 2005, November 3, 2005, November 10,
2005, December 1, 2005, December 7, 2005,
January 11, 2006, February 6, 2006, February 8,
2006, March 24, 2006 and May 4, 2006.
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On 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. Requests
for this information should be made to our transfer agent at the
following address: The Bank of New York, Shareholder Relations,
P. O. Box 11258, New York, N.Y.
10286-1258;
Tel:
1-800-330-5682.
You should rely only on the information incorporated by
reference or provided in this prospectus or any supplement. We
have not authorized anyone else to provide you with different
information. We are not making an offer of these notes in any
state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is
accurate as of any date other than the date on the front of
those documents.
WASHINGTON
GAS LIGHT COMPANY
Washington Gas is a regulated public utility that delivers and
sells natural gas to customers in Washington, D.C. and
adjoining areas in Maryland and Virginia, and in several cities
and towns in the northern Shenandoah Valley of Virginia. We have
been engaged in the natural gas distribution business for
158 years, having been originally incorporated by an Act of
Congress in 1848. We became a domestic corporation of the
Commonwealth of Virginia in 1953, and a corporation of the
District of Columbia in
8
1957. As of March 31, 2006, 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, 2006 and 2005, Washington Gas
reported operating revenues of $1.318 billion and
$1.057 billion, respectively; a substantial majority of our
sales are made during the six-month heating season ending
March 31 of each year. For the fiscal years ended
September 30, 2005, 2004 and 2003, Washington Gas reported
operating revenues of $1.403 billion, $1.294 billion
and $1.313 billion, respectively. Washington Gas is a
subsidiary of WGL Holdings, Inc., a holding company established
under the Public Utility Holding Company Act of 1935
(PUHCA). Effective February 8, 2006, the PUHCA was repealed
in accordance with the Energy Policy Act of 2005.
Our principal executive offices are located at 101 Constitution
Avenue, N.W., Washington, D.C. 20080, and our telephone
number is
(703) 750-4440.
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.
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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9/30/01
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3.8
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9/30/02
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2.7
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9/30/03
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5.1
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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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3/31/06
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3.8
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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, 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
9
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 $634,100,000 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.
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
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 Price); 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.
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.
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
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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.
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 Securities Exchange Act of
1934.
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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
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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 and Clearing Corporation
(DTCC). DTCC, in turn, is owned by a number of
DTCs direct participants and by the New York Stock
Exchange, Inc., the American Stock Exchange LCC, and the
National Association of Securities Dealers, Inc. 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 rules applicable
to DTC and 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 under the limited circumstances
described below.
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 or its nominee. 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. 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 legal requirements in effect from time
to time. Payment of principal and interest to Cede &
Co. is our responsibility, disbursement of payments
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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 we take
no 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.
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, 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
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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
A floating rate note will be a Regular Floating Rate Note. 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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the 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.
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;
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for notes which reset quarterly, the third Wednesday of March,
June, September and December;
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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; 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.
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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.
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When
Interest Rate Is Determined
The Interest Determination Date for the Commercial Paper Rate,
the Prime Rate and the Federal Funds Effective Rate will be the
Business Day immediately preceding each Interest Reset Date. The
Interest Determination Date for the CD Rate 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 (as indicated in the applicable
pricing supplement);
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for notes which reset quarterly, on the third Wednesday of
March, June, September and December;
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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;
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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; 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
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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 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
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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
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 Telerate LLC or
any successor service on Page 120 or any other page as may
replace the applicable page (Telerate Page 120).
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
Telerate Page 120 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
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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 Telerate Page 3750 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 Telerate Page 3750, 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 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 Telerate LLC or any successor service
on page 56 or any other page as may replace that page on
the service (Telerate Page 56) or page 57
or any other page as may replace that page on the service
(Telerate Page 57).
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
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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 means one of the following:
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1.
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failure to pay any interest on any note of any series within
60 days after the same becomes due and payable;
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2.
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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;
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3.
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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 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;
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4. certain events of bankruptcy, insolvency or
reorganization of Washington Gas; and
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any other event of default specified with respect to securities
of this series.
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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 these 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.
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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.
Covenants,
Consolidation, Merger, etc.
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 such 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.
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 current 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 current indenture solely for the
benefit of one or more particular series shall not affect the
rights of any other note holders.
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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, 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 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, 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 or any political subdivision thereof,
(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 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
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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 of stated
redemption price at maturity.
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), market discount
(including de minimis market discount) and stated interest (as
adjusted by any
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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 the 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
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
24
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.
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
(1) an individual that is a non-resident alien, (2) a
corporation or entity taxable as a corporation organized or
created under the laws of a country other than the United
States, (3) an estate that is not taxable in the United
States, on its worldwide income, or (4) a trust with
respect to which neither any court within the United States is
able to exercise primary supervision over the administration of
the trust nor one or more United States persons have the
authority to control all substantial decisions of the trust.
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-U.S. 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
25
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 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. The
backup withholding tax rate is 28% in years 2006 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
Citigroup Global Markets Inc., Banc of America Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
SunTrust Capital Markets, Inc., The Williams Capital Group,
L.P., and Wachovia Capital Markets, LLC (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 0.150% to
0.750% 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
26
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.
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 is incorporated herein by reference, and has
been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
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 entity chosen by us to
perform the duties related to interest rate calculation and
resets for floating rate notes.
27
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:
|
|
|
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:
|
|
|
|
|
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.
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.
TELERATE PAGE 56, TELERATE
PAGE 57, and TELERATE PAGE 120 mean,
respectively, the displays designated as page 56,
57, or 120, on Reuters Telerate LLC (or
such other page as may replace page 56, page 57, or
page 120, as the case may be, on that service or any
successor service).
28
$300,000,000
Medium-Term
Notes, Series H
PROSPECTUS
,
2006
Citigroup
Banc of America Securities
LLC
Merrill Lynch &
Co.
SunTrust Robinson
Humphrey
The Williams Capital Group,
L.P.
Wachovia Securities
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
|
|
$
|
23,808
|
|
* Printing
|
|
|
20,000
|
|
* Trustee Fees and Expenses
|
|
|
7,000
|
|
* Legal Fees and Expenses
|
|
|
50,000
|
|
* Accounting Fees
|
|
|
40,000
|
|
* Rating Agency Fees
|
|
|
283,500
|
|
* Blue Sky Expenses
|
|
|
3,000
|
|
* Other
|
|
|
5,000
|
|
|
|
|
|
|
Total
|
|
$
|
432,308
|
|
|
|
|
|
|
|
|
Item 15.
|
Indemnification
of Directors and Officers.
|
Our Bylaws provide for indemnification of an officer or director
in order to indemnify each against expenses, judgments, fines or
amounts paid in settlement in the case of actions, suits or
proceedings (but expenses only in the case of a suit by or in
our right ) by reason of being a director or officer, if action
was taken in good faith and in a manner reasonably believed to
be in or not opposed to our best interest.
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.
Item 16. Exhibits.
Exhibits filed herewith:
|
|
|
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.
|
II-1
Exhibits incorporated herein by reference:
|
|
|
|
|
|
|
|
|
|
|
|
|
Registration
|
|
|
Exhibit
|
|
|
|
Statement No.
|
|
|
No.
|
|
Description of
Exhibits
|
|
or Other Filing
|
|
|
|
|
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
|
|
4
|
|
4
|
.2
|
|
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,
2005, 2004, 2003, 2002, and 2001
|
|
Form 10-K
for the fiscal year ended September 30, 2005 of WGL
Holdings, Inc. and Washington Gas Light Company as
co-registrant. File No.
0-49807
|
|
12.3
|
|
12
|
.2
|
|
Computation of Ratio of Earnings
to Fixed Charges for the 12 Months Ended March 31, 2006
|
|
Form 10-Q
for the quarter ended March 31, 2006 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.
II-2
(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) 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.
II-3
(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-4
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
25th day of May, 2006.
Washington Gas Light
Company
|
|
|
|
By:
|
/s/ Frederic
M. Kline
|
(Frederic M. Kline, 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
|
|
May 25, 2006
|
|
|
|
|
|
/s/ Terry
D. McCallister
(Terry
D. McCallister)
|
|
President and Chief Operating
Officer
|
|
May 25, 2006
|
|
|
|
|
|
/s/ Frederic
M. Kline
(Frederic
M. Kline)
|
|
Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
May 25, 2006
|
|
|
|
|
|
/s/ Mark
P. OFlynn
(Mark
P. OFlynn)
|
|
Controller
(Principal Accounting Officer)
|
|
May 25, 2006
|
|
|
|
|
|
*
(Michael
D. Barnes)
|
|
Director
|
|
May 25, 2006
|
|
|
|
|
|
*
(George
P. Clancy, Jr.)
|
|
Director
|
|
May 25, 2006
|
|
|
|
|
|
*
(James
W. Dyke, Jr.)
|
|
Director
|
|
May 25, 2006
|
|
|
|
|
|
*
(Melvyn
J. Estrin)
|
|
Director
|
|
May 25, 2006
|
|
|
|
|
|
*
(James
F. Lafond)
|
|
Director
|
|
May 25, 2006
|
|
|
|
|
|
*
(Debra
L. Lee)
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Director
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May 25, 2006
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*
(Karen
Hastie Williams)
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Director
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May 25, 2006
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*By:
Frederic M. Kline
(Frederic
M. Kline
Attorney in Fact)
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May 25, 2006
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EXHIBIT INDEX
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Exhibit
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No.
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|
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Description of
Exhibits
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1
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Form of Distribution Agreement (to
be filed at a later date).
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5
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|
|
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Opinion of Beverly J. Burke,
Esquire.
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|
23
|
.1
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|
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Consent of Deloitte &
Touche LLP.
|
|
23
|
.2
|
|
|
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Consent of Beverly J. Burke,
Esquire (included in Exhibit No. 5).
|
|
24
|
.1
|
|
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Power of
Attorney Michael D. Barnes.
|
|
24
|
.2
|
|
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Power of
Attorney George P. Clancy, Jr.
|
|
24
|
.3
|
|
|
|
Power of
Attorney James W. Dyke, Jr.
|
|
24
|
.4
|
|
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Power of
Attorney Melvyn J. Estrin.
|
|
24
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.5
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|
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Power of
Attorney James F. Lafond.
|
|
24
|
.6
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|
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Power of
Attorney Debra L. Lee.
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|
24
|
.7
|
|
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Power of
Attorney Karen Hastie Williams.
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|
25
|
|
|
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|
Statement of Eligibility and
Qualification of the Trustee for the Unsecured Notes on
Form T-1.
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