As filed with the Securities and Exchange Commission on June 18, 2003 |
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Registration No. 333- |
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SECURITIES AND EXCHANGE COMMISSION |
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FORM S-3 POTOMAC ELECTRIC POWER COMPANY (Exact name of registrant as specified in its charter) |
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DISTRICT OF COLUMBIA |
53-0127880 |
701 Ninth Street, N.W. of registrant's principal executive offices) ELLEN SHERIFF ROGERS Secretary and Assistant Treasurer Potomac Electric Power Company 701 Ninth Street, N.W. Washington, D.C. 20068 (202) 872-3526 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: D. MICHAEL LEFEVER Covington & Burling 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004 (202) 662-6000 |
Approximate date of commencement of proposed sale to the public: |
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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] |
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Title of Each Class |
Proposed Maximum Aggregate |
Amount of |
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Senior Notes |
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First Mortgage Bonds |
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Medium Term Notes |
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Preferred Stock, par value $50 |
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Total |
$750,000,000 |
$60,675 |
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(1) |
Includes an indeterminate principal amount or number of senior notes, first mortgage bonds, medium term notes and shares of preferred stock, provided that in no event will the aggregate initial price of all senior notes, first mortgage bonds, medium term notes and shares of preferred stock sold under this registration statement exceed $ 750,000,000. If any such securities are issued at an original issue discount, then the aggregate initial offering price as so discounted shall not exceed $750,000,000 notwithstanding that the stated principal amount of such securities may exceed such amount. |
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(2) |
Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The proposed maximum initial offering price per security will be determined from time to time by the registrant in connection with the issuance of the securities. |
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(3) |
Exclusive of accrued interest on senior notes, first mortgage bonds and medium term notes, if any. |
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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, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
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. |
SUBJECT TO COMPLETION, DATED JUNE 18, 2003 |
PROSPECTUS |
$750,000,000 Potomac Electric Power Company Senior Notes First Mortgage Bonds Medium Term Notes Preferred Stock |
By this prospectus, we may offer these securities from time to time in one or more series with an aggregate offering price not to exceed $750,000,000. We will provide you with specific information about the offering and the terms of these securities in supplements to this prospectus. You should read this prospectus and the relevant prospectus supplement carefully before you invest. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. |
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The date of this prospectus is , 2003. |
TABLE OF CONTENTS |
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Page |
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About This Prospectus |
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Where You Can Find More Information |
i |
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Forward-Looking Statements |
ii |
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Potomac Electric Power Company |
1 |
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Use of Proceeds |
2 |
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Ratio of Earnings to Fixed Charges and Preferred Stock Dividends |
2 |
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Description of Senior Notes |
2 |
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Description of First Mortgage Bonds |
15 |
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Description of Medium Term Notes |
22 |
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Information About the Trustee |
29 |
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Description of Preferred Stock |
29 |
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Plan of Distribution |
31 |
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Legal Matters |
33 |
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Experts |
33 |
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This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission. You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with additional or different information. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference. |
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ABOUT THIS PROSPECTUS |
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This prospectus is part of a registration statement that we filed with the SEC utilizing a "shelf" registration process. Under this shelf process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings up to a total amount of $750,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the relevant prospectus supplement together with additional information described under the heading "Where You Can Find More Information." |
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WHERE YOU CAN FIND MORE INFORMATION |
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We file annual, quarterly and special reports and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain further information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. This prospectus is part of a registration statement on Form S-3 filed with the SEC under the Securities Act of 1933, as amended. It does not contain all of the information that is important to you. You should read the registration statement for further information about us and the securities. Statements contained in this prospectus concerning the provisions of any document filed as an exhibit to the registration statement or otherwise filed with the SEC highlight selected information, and in each instance reference is made to the copy of the document filed. |
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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 an important part of this prospectus, and information that we file later with the SEC will automatically update and may supersede this information. We incorporate by reference the documents listed below that we have filed with the SEC and any future filing that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, from the date of filing of the initial registration statement until we sell all of the securities. |
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Our Annual Report on Form 10-K for the year ended December 31, 2002; and |
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003. |
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If you request copies of any of the documents incorporated by reference, we will send you the copies you requested at no charge. However, we will not send exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents. You should direct requests for such copies to Potomac Electric Power Company, 701 Ninth Street, N.W., Washington, D.C. 20068, attention: Corporate Secretary. The telephone number is (202) 872-2900. |
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FORWARD-LOOKING STATEMENTS |
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Some of the statements contained in this prospectus and incorporated by reference into this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements include declarations regarding our or our management's intents, beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. Any forward-looking statements are not guarantees of future performance, and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. |
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Prevailing governmental policies and regulatory actions affecting the energy industry, including with respect to allowed rates of return, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities, recovery of purchased power expenses, and present or prospective wholesale and retail competition (including but not limited to retail wheeling and transmission costs); |
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Changes in and compliance with environmental and safety laws and policies; |
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Weather conditions; |
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Population growth rates and demographic patterns; |
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Competition for retail and wholesale customers; |
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General economic conditions, including potential negative impacts resulting from an economic downturn; |
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Growth in demand, sales and capacity to fulfill demand; |
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Changes in tax rates or policies or in rates of inflation; |
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Changes in project costs; |
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Unanticipated changes in operating expenses and capital expenditures; |
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Capital market conditions; |
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Restrictions imposed by the Public Utility Holding Company Act of 1935, which we refer to as "PUHCA"; |
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Legal and administrative proceedings (whether civil or criminal) and settlements that influence our business and profitability; |
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Pace of entry into new markets; |
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Trading counterparty credit risk; |
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Ability to secure electric and natural gas supply to fulfill sales commitments at favorable prices; |
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Volatility in market demand and prices for energy, capacity and fuel; |
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Interest rate fluctuations and credit market concerns; and |
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Effects of geopolitical events, including the threat of domestic terrorism. |
Any forward-looking statements speak only as of the date of this prospectus or any prospectus supplement, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of such factors, nor can we assess the impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements. The foregoing review of factors should not be construed as exhaustive. |
POTOMAC ELECTRIC POWER COMPANY |
We are a wholly owned subsidiary of Pepco Holdings, Inc., a registered holding company under PUHCA. We are engaged in the transmission and distribution of electricity in Washington, D.C. and major portions of Prince George's and Montgomery Counties in suburban Maryland. As of March 31, 2003, we delivered electricity to approximately 723,000 customers. Under settlements entered into with regulatory authorities, we currently are required to provide default electricity supply (which we refer to as "standard offer service") at specified rates to customers in Maryland until July 2004 and to customers in Washington, D.C. until February 2005. Under a full requirements contract entered into in 2000 in connection with the purchase by Mirant Corporation of substantially all of our electricity generation assets, Mirant is obligated to supply us with all of the capacity and energy needed to fulfill these standard offer service obligations at fixed prices that are lower than currently approved tariff rates that we charge for providing such service. The profit is shared with our retail customers. If Mirant were to fail to fulfill its supply obligations, we would be required to seek one or more alternative sources of supply, which may include entry into long-term or short-term agreements, purchases on the spot market or a combination of such sources. A failure by Mirant could have a material adverse effect on our results of operations until the earlier of (i) the replacement of the Mirant supply with alternative sources of electricity on comparable terms and (ii) the expiration of our specified rate standard offer service obligations; however, we do not believe that a Mirant default would have a material adverse impact on our financial position. |
USE OF PROCEEDS |
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Unless otherwise set forth in a prospectus supplement, we will use the net proceeds from the sale of the securities offered by this prospectus for general corporate purposes, which may include the repayment of debt or the redemption of securities. |
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RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS |
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Set forth below is our ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends for the three months ended March 31, 2003 and for each year in the five-year period ended December 31, 2002. |
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Three Months Ended |
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2003 |
2002 |
2001 |
2000 |
1999 |
1998 |
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Ratio of Earnings to Fixed Charges |
2.30x |
2.73x |
2.44x |
3.78x |
2.58x |
2.49x |
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Ratio of Earnings to Fixed Charges and Preferred Stock Dividends |
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For purposes of calculating the ratio of earnings to fixed charges, earnings consist of net income, plus taxes based on income, plus fixed charges, which consist of interest expense, distributions on Company Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trust and interest factor in rentals, less subsidiary capitalized interest. Our ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends for the three months ended March 31, 2003 includes only our results. Our ratio of earnings to fixed charges and ratio of earnings to fixed charges and preferred stock dividends for the year ended December 31, 2002 include our results for the entire year and our former subsidiaries' results, Potomac Capital Investment Corporation and Pepco Energy Services, Inc., for the seven month period ended July 31, 2002. Periods prior to 2002 consist of our and these former subsidiaries' results for the full year. Accordingly, certain periods presented herein are not comparable. |
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DESCRIPTION OF SENIOR NOTES |
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The following description of the senior notes sets forth certain general terms and provisions of senior notes that we may offer pursuant to this prospectus. The particular terms of any senior notes and the extent, if any, to which these general provisions will not apply to such senior notes will be described in the prospectus supplement relating to the senior notes. |
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The relevant prospectus supplement will describe the terms of the senior notes being offered, including: |
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the title of the senior notes; |
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any limit on the aggregate principal amount of the senior notes; |
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the date or dates on which the principal of and any premium on the senior notes will be payable; |
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the rate or rates at which the senior notes will bear interest, if any; |
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the currency or currency unit of payment if other than United States dollars; |
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the date from which interest, if any, on the senior notes will accrue, the dates on which interest, if any, will be payable, the date on which payment of interest, if any, will commence, and the record dates for any interest payments; |
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our right, if any, to extend interest payment periods and the duration of any extension; |
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any redemption, repayment or sinking fund provisions; |
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the place or places where the principal of and any premium and interest on the senior notes will be payable; |
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the denominations in which the senior notes will be issuable; |
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the index, if any, with reference to which the amount of principal of or any premium or interest on the senior notes will be determined; |
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any addition to or change in the events of default set forth in the senior indenture applicable to the senior notes and any change in the right of the senior trustee or the holders to declare the principal amount of the senior notes due and payable; |
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any addition to or change in the covenants set forth in the senior indenture; and |
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any other terms of the senior notes not inconsistent with the provisions of the senior indenture. |
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The senior indenture does not contain any covenants or other provisions that specifically are intended to afford holders of the senior notes special protection in the event of a highly leveraged transaction. |
Delivery of Collateral Bonds |
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in an aggregate principal amount equal to or exceeding the aggregate principal amount of the senior notes of such series, |
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with a stated maturity date that is the same as the stated maturity date of the senior notes of such series, |
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bearing an interest rate equal to the interest rate borne by the senior notes of such series, |
having interest payment dates that are the same as the interest payment dates of the senior notes of such series, |
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with the same redemption provisions, if any, as the senior notes of such series (in addition to those described below under "Description of First Mortgage Bonds - Mandatory Redemption"), and |
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in all other material respects conforming as nearly as is practicable to the terms of the senior notes of such series. |
(Senior Indenture, Section 1302) |
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the full and prompt payment of the principal of and premium, if any, on the corresponding series of senior notes when and as the same shall become due in accordance with the terms and provisions of the senior notes and the senior indenture, whether at stated maturity or by declaration of acceleration, call for redemption or otherwise and |
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the full and prompt payment of interest on such senior notes when and as the same shall become due in accordance with the terms and provisions of the senior notes and the senior indenture. |
(Senior Indenture, Section 1303) |
Redemption of Collateral Bonds Effect of Release Date After the release date, the senior notes will cease to be secured by the collateral bonds and the senior trustee is required to surrender to us or the mortgage trustee all collateral bonds then held by it. (Senior Indenture, Sections 1303 and 1308) The senior trustee is required to provide notice to all holders of senior notes of the occurrence of the release date. (Senior Indenture, Section 1308) Release of Security Prior to Release Date The senior indenture permits us to reduce, prior to the release date, the aggregate principal amount of a series of collateral bonds securing a series of senior notes to the extent that we pay or provide for the payment, in whole or part, of the principal of such senior notes. In no event may the principal amount of collateral bonds pledged to the senior trustee as security for the senior notes of any series be reduced prior to the release date to an amount less than the aggregate principal amount of the outstanding senior notes of such series. (Senior Indenture, Section 1308) Voting of Collateral Bonds At any meeting of the holders of any series of collateral bonds, or if the consent of holders of such series of collateral bonds is sought without a meeting, the senior trustee is required to vote all collateral bonds of such series then held by it, or to grant or withhold its consent with respect thereto, as the senior trustee determines to be in the best interests of the holders of the corresponding series of senior notes, unless the senior trustee is directed otherwise by the holders of not less than a majority in aggregate principal amount of such series of senior notes. In exercising such responsibilities, the senior trustee may solicit instructions from the holders of any series of senior notes and, if so, shall vote or shall grant or withhold its consent with respect to the collateral bonds as directed by the holders of a majority in aggregate principal amount of the senior notes. However, the senior indenture provides that (i) the senior trustee shall be deemed to have voted all collateral bonds in favor of, or granted its consent with respect to, and (ii) each holder of senior notes shall be deemed to have instructed the senior trustee to vote in favor of or grant its consent to, the following amendments to the mortgage: |
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an amendment allowing us, at our election, to reduce the amount of cash required to be deposited with the mortgage trustee to obtain the release of any property from the lien of the mortgage by an amount equal to the principal amount of first mortgage bonds that we would be entitled to have authenticated and delivered by the mortgage trustee at the time of such release on the basis of the net bondable value of property additions (as more fully described below under "Description of First Mortgage Bonds - Release of Property") and |
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an amendment providing that any moneys held by the mortgage trustee as part of the trust estate under the mortgage will be paid to us by the mortgage trustee upon our order in an amount equal to the principal amount of first mortgage bonds that we would be entitled to have authenticated and delivered by the mortgage trustee at the time of such order on the basis of the net bondable value of property additions (as more fully described below under "Description of First Mortgage Bonds - Withdrawal of Cash Deposited with Mortgage Trustee"). |
Limitations on Liens and Sale and Leaseback Transactions After Release Date |
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effectively securing the senior notes equally and ratably with such Indebtedness (but only so long as such Indebtedness is so secured) or |
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delivering to the senior trustee bonds, notes or other evidences of indebtedness secured by the Lien which secures such Indebtedness in an aggregate principal amount equal to the aggregate principal amount of the senior notes then outstanding and meeting certain other requirements set forth in the senior indenture. |
However, this restriction will not apply to: |
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Liens on Operating Property, other than the mortgage, existing on the date of the senior indenture; |
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any Lien existing on Operating Property existing at the time we acquire it, provided that (i) the Lien is not created in contemplation of or in connection with such acquisition and (ii) the Lien does not extend to any of our other property or assets; |
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Liens on property of a corporation existing at the time such corporation is merged into or consolidated with us; provided that (i) the Lien is not created in contemplation of or in connection with such transaction and (ii) the Lien does not extend to any of our other property or assets; |
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Liens on any Operating Property that we acquire, construct or improve, if the Liens are created or incurred within 18 months after the acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such Operating Property or the cost of such construction or improvement, including carrying costs; provided that the Liens do not apply to any of our other property; |
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Liens in favor of any state or the District of Columbia or any department, agency, or instrumentality or political subdivision thereof, or for the benefit of holders of securities issued by any such entity (or providers of credit enhancement with respect to such securities), to secure any Indebtedness incurred to finance all or part of the purchase price or the cost of constructing, developing, or substantially repairing, altering, or improving any Operating Property; |
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extensions, renewals and replacements of Liens described above, provided that any such extension, renewal or replacement Lien is limited to the property or assets covered by the Lien extended, renewed or replaced and the obligations secured by any such extension, renewal or replacement Lien are in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; and |
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Liens on Operating Property resulting from any Sale and Leaseback Transaction as described below. |
The senior indenture also provides that, so long as any senior notes are outstanding, after the release date we will not enter into or permit to exist any Sale and Leaseback Transaction, except this restriction will not prevent us from entering into or permitting to exist: |
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any Sale and Leaseback Transaction involving a lease with a term of four years or shorter; |
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any Sale and Leaseback Transaction of a corporation existing at the time such corporation is merged into or consolidated with us and any extensions, renewals and replacements thereof; |
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any Sale and Leaseback Transaction with respect to any Operating Property if such lease is entered into within 18 months after the later of the acquisition, completion of construction or commencement of operation of such Operating Property and any extensions, renewals and replacements thereof; and |
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any Sale and Leaseback Transaction if, within 120 days after the effective date of the lease, we apply to the retirement of our Secured Debt an amount equal to the greater of (i) the net proceeds of the sale of the Operating Property leased in such Sale and Leaseback Transaction and (ii) the fair market value (as determined in good faith by our Board of Directors) of the Operating Property on any date within 90 days prior to the effective date of the lease, except that the amount we are required to apply to the retirement of Secured Debt will be reduced by the principal amount of any senior notes surrendered to the trustee for cancellation within 120 days after the effective date of the lease and the principal amount of Secured Debt, other than senior notes, we voluntarily retire within 120 days after the effective date of the lease. |
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In addition to the permitted Liens and Sale and Leaseback Transactions described above, the senior indenture permits us to incur Indebtedness secured by Liens on any Operating Property and enter into Sale and Leaseback Transactions so long as the aggregate amount of all Indebtedness secured by the Liens resulting from these transactions does not exceed the greater of: |
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15% of Tangible Assets as of the date of our most recent consolidated balance sheet filed with the SEC pursuant to the Exchange Act and |
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15% of Capitalization as shown on our most recent consolidated balance sheet filed with the SEC pursuant to the Exchange Act. |
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For purposes of this section of the prospectus: |
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(Senior Indenture, Sections 608 and 609) |
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the depositary may transfer the whole registered global security to a nominee; |
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the depositary's nominee may transfer the whole registered global security to the depositary; |
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the depositary's nominee may transfer the whole registered global security to another of the depositary's nominees; and |
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the depositary (or its nominee) may transfer the whole registered global security to its (or its nominee's) successor. |
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Depositary Arrangements Generally, ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for such registered global security, which persons are referred to in this prospectus as participants, or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants' accounts with the respective principal amounts of the senior notes represented by such registered global security that are beneficially owned by such participants. Any dealers, underwriters or agents participating in the distribution of such senior notes will designate the accounts to credit. For participants, the depositary will maintain the only record of their ownership of a beneficial interest in the registered global security and they will only be able to transfer such interests through the depositary's records. For people who hold through a participant, the relevant participant will maintain such records for beneficial ownership and transfer. The laws of some states may require that certain purchasers of securities take physical delivery of such securities in definitive form. These restrictions and such laws may impair the ability to own, transfer or pledge beneficial interests in registered global securities. So long as the depositary (or its nominee) is the record owner of a registered global security, such depositary (or its nominee) will be considered the sole owner or holder of the senior notes represented by such registered global security for all purposes under the senior indenture. Except as set forth below, owners of beneficial interests in a registered global security will not be entitled to have the senior notes represented by such registered global security registered in their names, and will not receive or be entitled to receive physical delivery of such senior notes in definitive form and will not be considered the owners or holders under the senior indenture. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the senior indenture. We understand that under existing industry practices, if we request any action of holders, or if any owner of a beneficial interest in a registered global security desires to give or take any action allowed under the senior indenture, the depositary would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participants to give or take such action or would otherwise act upon the instruction of beneficial owners holding through them. Interest and Premium Payments of principal, premium, if any, and any interest on senior notes represented by a registered global security registered in the name of a depositary (or its nominee) will be made to the depositary (or its nominee) as the registered owner of such registered global security. We and our agents will have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in any registered global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, and neither will the trustee and its agents. We expect that the depositary for any senior notes represented by a registered global security, upon receipt of any payment of principal, premium, if any, or any interest in respect of such registered global security, will promptly credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in such registered global security as shown on the depositary's records. We also expect that payments by participants to owners of beneficial interests in such registered global security held through such participants will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants. Withdrawal of Depositary If the depositary for any senior notes represented by a registered global security notifies us that it is unwilling or unable to continue as depositary or ceases to be eligible as a depositary under applicable law, and a successor depositary is not appointed within 90 days, or if a default or Event of Default has occurred, senior notes in definitive form will be issued in exchange for the relevant registered global security. In addition, we may at any time and in our sole discretion determine not to have any of the senior notes of a series represented by one or more registered global securities and, in such event, senior notes of such series in definitive form will be issued in exchange for all of the registered global security or registered global securities representing such senior notes. Any senior notes issued in definitive form in exchange for a registered global security will be registered in such name or names that the depositary gives to the trustee. We expect that such instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in such registered global security. (Senior Indenture, Section 305) Payment and Paying Agents Unless the relevant prospectus supplement indicates otherwise, payment of interest on a senior note on any interest payment date will be made to the person in whose name such senior note is registered at the close of business on the regular record date for such interest payment. If there has been a default in the payment of interest on any senior note, the defaulted interest may be paid to the holder of such senior note as of the close of business on a special record date no less than 10 nor more than 15 days before the date established by us for proposed payment of such defaulted interest or in any other manner permitted by any securities exchange on which that senior note may be listed, if the senior trustee finds it practicable. (Senior Indenture, Section 307) Unless the relevant prospectus supplement indicates otherwise, principal of, premium, if any, and any interest on the senior notes will be payable at the office of the paying agent designated by us. However, we may elect to pay interest by check mailed to the address of the person entitled to such payment at the address appearing in the security register. Unless otherwise indicated in the relevant prospectus supplement, the corporate trust office of the senior trustee in the City of New York will be designated as our sole paying agent for payments with respect to senior notes of each series. Any other paying agents initially designated by us for the senior notes of a particular series will be named in the relevant prospectus supplement. We may at any time designate additional paying agents or rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, except that we will be required to maintain a paying agent in each place of payment for the senior notes of a particular series. (Senior Indenture, Section 602) |
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All moneys paid by us to a paying agent for the payment of the principal of, premium, if any, or any interest on any senior note which remain unclaimed for two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of such senior note thereafter may look only to us for payment. (Senior Indenture, Section 603) |
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(i) |
irrevocably depositing in trust with the senior trustee money or Eligible Obligations (which are defined in the senior indenture and principally consist of obligations of, or guaranteed by, the United States) or a combination of money and Eligible Obligations, which will be sufficient to pay when due the principal of, and any premium and interest on, the senior notes and |
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(ii) |
satisfying certain other conditions specified in the senior indenture. |
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We may not effect a legal defeasance or a covenant defeasance unless we deliver to the senior trustee an opinion of counsel to the effect that the holders of the affected senior notes will |
||||||
(i) |
not recognize income, gain or loss for United States federal income tax purposes as a result of the legal defeasance or the covenant defeasance and |
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(ii) |
be subject to United States federal income tax on the same amounts, in the same manner and at the same times as if the legal defeasance or covenant defeasance had not occurred. |
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In the case of legal defeasance, such opinion must be based upon a change in law or a ruling of the Internal Revenue Service. (Senior Indenture, Article Seven) |
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(i) |
The surviving or successor entity is organized and validly existing under the laws of the United States, a state of the United States or the District of Columbia and it expressly assumes our obligations on all senior notes under the senior indenture and, if such transaction occurs prior to the release date, our obligations on collateral bonds securing any series of senior notes; |
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(ii) |
In the case of a lease, such lease is made expressly subject to termination at any time during the continuance of an Event of Default, by (a) us or the senior trustee and (b) the purchaser of the property so leased at any sale thereof under the senior indenture, whether the sale be made under any power of sale conferred by the senior indenture or pursuant to judicial proceedings; |
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(iii) |
Immediately after giving effect to the transaction, no Event of Default under the senior indenture or no event which, after notice or lapse of time or both, would become an Event of Default shall have occurred and be continuing; and |
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(iv) |
We shall have delivered to the senior trustee an officer's certificate and an opinion of counsel as provided in the senior indenture. |
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(Senior Indenture, Article Eleven) |
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(i) |
Failure to pay interest on such senior notes within 30 days after it is due; |
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(ii) |
Failure to pay the principal of or any premium on any such senior notes when due; |
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(iii) |
Failure to perform any other covenant in the senior indenture, other than a covenant that does not relate to such series of senior notes, that continues for 90 days after we receive written notice from the senior trustee, or we and the senior trustee receive a written notice from the holders of a majority in aggregate principal amount of the senior notes of that series; provided, however, that the 90 day period will be extended if we initiate corrective action within such period and diligently pursue such action; |
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(iv) |
Events relating to our bankruptcy, insolvency or reorganization specified in the senior indenture; or |
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(v) |
Prior to the release date, the occurrence and continuation of an "event of default" under Article IX, Section 1, of the mortgage, which we refer to as a mortgage default. |
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(Senior Indenture, Section 801) |
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There is no automatic acceleration of the senior notes, even in the event of our bankruptcy, insolvency or reorganization. (Senior Indenture, Section 802) |
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(i) |
We have paid or deposited with the senior trustee a sum sufficient to pay: |
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(a) |
all matured installments of interest on all senior notes of the series; |
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(b) |
the principal of and premium, if any, on any senior notes of the series which have become due otherwise than by acceleration; |
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(c) |
interest on overdue interest (to the extent allowed by law) and on principal and any premium which have become due otherwise than by acceleration at the prescribed rates, if any, set forth in such senior notes; and |
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(d) |
all amounts due to the trustee under the senior indenture; and |
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(ii) |
Any other Event of Default under the senior indenture with respect to the senior notes of that series (other than the nonpayment of principal that has become due solely by declaration of acceleration) has been cured or waived as provided in the senior indenture. |
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The waiver or cure of any mortgage default and the rescission and annulment of its consequences in accordance with the terms of the mortgage also will constitute an automatic waiver of the corresponding Event of Default under the senior indenture and an automatic rescission and annulment of the consequences thereunder, provided that all other applicable conditions specified above shall have been satisfied. (Senior Indenture, Section 802(c)) |
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(i) |
The holder has previously given to the senior trustee written notice of a continuing Event of Default under the senior indenture; |
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(ii) |
The holders of a majority in aggregate principal amount of the outstanding senior notes of all series in respect of which an Event of Default under the senior indenture shall have occurred and be continuing have made a written request to the senior trustee, and have offered reasonable indemnity to the senior trustee, to institute proceedings; and |
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(iii) |
The senior trustee has failed to institute any proceeding for 60 days after notice. |
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In addition, no holder of senior notes will have any right to institute any action under the senior indenture to disturb or prejudice the rights of any other holder of senior notes. (Senior Indenture, Section 807) |
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(i) |
To evidence the assumption by any permitted successor of our covenants in the senior indenture and in the senior notes; |
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(ii) |
To add to our covenants or to surrender any of our rights or powers under the senior indenture; |
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(iii) |
To add additional events of default under the senior indenture; |
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(iv) |
To change, eliminate or add any provision to the senior indenture; provided, however, that, if the change will adversely affect the interests of the holders of senior notes of any series in any material respect, the change, elimination or addition will become effective only: |
|||||
(a) |
when the consent of the holders of senior notes of such series has been obtained in accordance with the senior indenture; or |
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(b) |
when no senior notes of the affected series remain outstanding under the senior indenture; |
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(v) |
To provide collateral security for all but not part of the senior notes; |
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(vi) |
To establish the form or terms of senior notes of any series as permitted by the senior indenture; |
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(vii) |
To provide for the authentication and delivery of bearer securities; |
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(viii) |
To evidence and provide for the acceptance of appointment of a successor trustee; |
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(ix) |
To provide for the procedures required for use of a noncertificated system of registration for the senior notes of all or any series; |
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(x) |
To change any place where principal, premium, if any, and interest shall be payable, senior notes may be surrendered for registration of transfer or exchange, and notices to us may be served; |
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(xi) |
To cure any ambiguity or inconsistency or to make any other provisions with respect to matters and questions arising under the senior indenture; provided that the action does not adversely affect the interests of the holders of senior notes of any series in any material respect; or |
|||||
(xii) |
To modify, eliminate or add to the provisions of the senior indenture to such extent as shall be necessary to effect the qualification of the senior indenture under the Trust Indenture Act of 1939 and to add to the senior indenture such other provisions as may be expressly required under the Trust Indenture Act. (Senior Indenture, Section 1201) |
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The holders of at least a majority in aggregate principal amount of the senior notes of all series then outstanding may waive our compliance with some restrictive provisions of the senior indenture. (Senior Indenture, Section 607) The holders of not less than a majority in principal amount of the outstanding senior notes of any series may waive any past default under the senior indenture with respect to that series, except a default in the payment of principal, premium, if any, or interest and certain covenants and provisions of the senior indenture that cannot be modified or be amended without the consent of the holder of each outstanding senior note of the series affected. (Senior Indenture, Section 813) |
||||||
(i) |
Change the stated maturity of the principal of, or any installment of principal of or interest on, any senior note, or reduce the principal amount of any senior note or its rate of interest or change the method of calculating the interest rate or reduce any premium payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any senior note, without the consent of the holder; |
|||||
(ii) |
Reduce the percentage in principal amount of the outstanding senior notes of any series the consent of the holders of which is required for any supplemental indenture or any waiver of compliance with a provision of the senior indenture or any default thereunder and its consequences without the consent of all the holders of the series; |
|||||
(iii) |
Modify certain of the provisions of the senior indenture relating to supplemental indentures, waivers of some covenants and waivers of past defaults with respect to the senior notes of any series, without the consent of the holder of each outstanding senior note affected thereby; or |
|||||
(iv) |
Prior to the release date, impair the interest of the senior trustee hereunder in such collateral bonds, or reduce the principal amount of collateral bonds securing the senior notes of such series to an amount less than the principal amount of such senior notes outstanding, without the consent of all the holders of the series. (Senior Indenture, Section 1202) |
|||||
A supplemental indenture which changes the senior indenture solely for the benefit of one or more particular series of senior notes, or modifies the rights of the holders of senior notes of one or more series, will not be deemed to affect the rights under the senior indenture of the holders of the senior notes of any other series. |
||||||
authorization, direction, notice, consent, waiver or other act of the holders. For that purpose, the outstanding senior notes shall be computed as of the record date. Any request, demand, authorization, direction, notice, consent, election, waiver or other act of a holder will bind every future holder of the same senior notes and the holder of every senior note issued upon the registration of transfer of or in exchange of those senior notes. A transferee will be bound by acts of the senior trustee or us in reliance thereon, whether or not notation of that action is made upon the senior note. (Senior Indenture, Section 104) |
||||||
DESCRIPTION OF FIRST MORTGAGE BONDS |
||||||
The following description of the first mortgage bonds sets forth certain general terms and provisions of the first mortgage bonds that we may offer pursuant to this prospectus, which we refer to as new bonds, and the first mortgage bonds that we may issue and deliver to the senior trustee as collateral bonds to secure senior notes. The particular terms of any new bonds or collateral bonds and the extent, if any, to which these general provisions will not apply to such new bonds or collateral bonds will be described, as the case may be, in the prospectus supplement relating to the new bonds or the prospectus supplement relating to the senior notes that will be secured by the collateral bonds. The new bonds and the collateral bonds will be issued in one or more series under the Mortgage and Deed of Trust, dated July 1, 1936, between us and The Bank of New York as trustee (as successor in such capacity to The Riggs National Bank of Washington, D.C.), as amended and supplemented and as further supplemented by a separate supplemental indenture each time new bonds or collateral bonds are issued. In this prospectus we refer to the Mortgage and Deed of Trust, as so amended and supplemented, as the mortgage, and we refer to the trustee under the mortgage as the mortgage trustee. The statements set forth below are brief summaries of certain provisions contained in the mortgage. These summaries do not purport to be complete and are qualified in their entirety by reference to the mortgage, which is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. The form of supplemental indenture to be used in connection with each issuance of new bonds and the form of supplemental indenture to be used in connection with each issuance of collateral bonds are also filed as exhibits to the registration statement. General - New Bonds The relevant prospectus supplement will describe the terms of the new bonds being offered, including: |
||||||
· |
the designation and aggregate principal amount of such new bonds; |
|||||
· |
the date on which such new bonds will mature; |
|||||
· |
the rate per annum at which such new bonds will bear interest, or the method of determining such rate; |
|||||
· |
the dates on which such interest will be payable; |
|||||
· |
any redemption terms; and |
|||||
· |
other specific terms applicable to the new bonds not inconsistent with the provisions of the mortgage. |
|||||
Payment of Principal and Interest. |
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|
||||||
· |
cash, accounts receivable and other liquid assets; |
|||||
· |
securities (including securities evidencing investments in our subsidiaries); |
|||||
· |
contracts, operating agreements and leases by us as lessor; |
|||||
· |
equipment and materials not installed as part of our fixed property; and |
|||||
· |
electric energy and other materials, merchandise or supplies produced or purchased by us for sale, distribution or use in the ordinary course of business. |
|||||
The lien of the mortgage also extends to after-acquired property (other than the types of property described above), including property acquired as a result of a merger or consolidation. However, after-acquired property may be subject to liens existing or placed thereon at the time of acquisition and, in certain circumstances, to liens attaching to such property prior to the recording and/or filing of an instrument specifically describing such property as being subject to the lien of the mortgage. |
||||||
(i) |
60% of the net bondable value of property additions we have constructed or acquired after June 30, 1936 (except as described below), that (a) are not subject to a prior lien and (b) we have not already used as the basis for issuing first mortgage bonds, withdrawing cash or reducing the amount of cash required to be paid to the mortgage trustee; |
|||||
(ii) |
the amount of cash deposited with the mortgage trustee for such purpose (which we may thereafter withdraw on the same basis that additional first mortgage bonds are issuable under (i) and (iii), and if we do not withdraw it within three years, the cash must be used by the mortgage trustee to purchase or redeem outstanding first mortgage bonds); and |
|||||
(iii) |
the aggregate principal amount of previously issued first mortgage bonds that we have paid at maturity, redeemed or repurchased (other than with funds from the trust estate) and that we have not used as the basis for (a) the issuance of additional first mortgage bonds, (b) the withdrawal of cash from the trust estate or (c) the reduction of the amount of cash required to be paid to the mortgage trustee upon the release of property. In the mortgage these are called refundable bonds. |
|||||
Property additions generally include property which is used or useful for the business of generating, transmitting or distributing electricity and is properly chargeable to fixed property accounts. The net bondable value of property additions is based on the cost or fair value to us (whichever is less) of new property, with deductions to adjust for, among other things, property retirements. So long as any new bonds or collateral bonds are outstanding, property additions constructed or acquired on or before December 31, 1946 may not be made the basis for the issue of first mortgage bonds, or the withdrawal of cash, or the reduction of cash required to be paid to the mortgage trustee. |
||||||
(Mortgage, Article I; Sections 4, 6 and 7, Article III; Section 4, Article VIII); Section 2, Part IV, Supplemental Indenture) Under the terms of the senior indenture, the senior trustee will be deem to have voted all collateral bonds held by it in favor of, or granted its consent with respect to all such collateral bonds to, and each holder of senior notes shall be deemed to have instructed the senior trustee to vote in favor of or grant is consent to, an amendment to the mortgage allowing us, at our election, to offset the amount of cash required to be deposited with the mortgage trustee to obtain the release of any property from the lien of the mortgage by an amount equal to 50% of the net bondable value of property additions purchased, constructed or otherwise acquired on or after January 1, 1947, and not previously used as the basis for the issuance of additional first mortgage bonds, the release of property or the withdrawal of cash. Withdrawl of Cash Deposited with Mortgage Trustee We may withdraw cash deposited with the mortgage trustee to obtain the release of property |
||||||
· |
in an amount equal to the cost (or, if less than cost, the fair value to us) of property additions purchased, constructed or otherwise acquired on or after the date of the application for the release of the property in respect of which the cash was deposited and |
|||||
· |
by reducing the refundable bond balance by the amount of cash withdrawn. |
|||||
(Mortgage, Sections 1 and 2, Article VIII) |
||||||
· |
consolidating with another corporation, |
|||||
· |
merging another corporation into us where we are the survivor, |
|||||
· |
merging into another corporation where the other corporation is the survivor or |
|||||
· |
selling or leasing our property as an entirety or substantially as an entirety, |
|||||
provided that |
||||||
· |
the transaction is permitted by law and is approved by all required governmental entities, |
|||||
· |
the terms of the transaction do not impair the lien and security of the mortgage on any part of the trust estate or the rights and powers of the mortgage trustee or the holders of first mortgage bonds, |
|||||
· |
if we consolidate, merge into another corporation, or sell our property as an entirety or substantially as an entirety, the surviving or acquiring corporation satisfies certain financial requirements and the successor corporation assumes by supplemental indenture all of our obligations under the mortgage and on the first mortgage bonds, and |
|||||
· |
if we lease our property as an entirety or substantially as an entirety, the lease is subject to immediate termination by the mortgage trustee if an event of default under the mortgage has happened and is continuing. |
|||||
(Mortgage, Section 1, Article XII) |
||||||
(i) |
to provide for creation of any series of first mortgage bonds in accordance with the terms of the mortgage; |
|||||
(ii) |
to evidence the assumption by any permitted successor of our covenants in the mortgage and on the first mortgage bonds; |
|||||
(iii) |
to close the mortgage against the issuance of additional first mortgage bonds or add to the restrictions imposed on the issuance of additional first mortgage bonds; |
|||||
(iv) |
to add to our covenants or to surrender any of our rights or powers under the mortgage; |
|||||
(v) |
to subject to the lien of the mortgage property that we may acquire and to amplify or correct the description of any property that is part of the trust estate; |
|||||
(vi) |
to make such provisions in regard to matters or questions arising under the mortgage as may be necessary or desirable and not inconsistent with the mortgage; |
|||||
(vii) |
to modify any provisions of the mortgage or relieve us from any obligations, conditions or restrictions in the mortgage; provided that no such modification will become effective or impair the rights of the holders of first mortgage bonds or the mortgage trustee while any first mortgage bonds that were issued prior to the execution of the supplemental indenture remain outstanding; |
|||||
(viii) |
to cure any ambiguity, or cure, correct or supplement any inconsistent or defective provision contained in mortgage or any supplemental indenture; and |
|||||
(ix) |
to modify, amend or add to the provisions of the mortgage so as to permit the qualification of the mortgage under the Trust Indenture Act. |
|||||
(Mortgage, Section 2, Article II; Sections 1 and 2, Article XII; Section 1, Article XIV) |
||||||
(i) |
Failure to pay principal on any first mortgage bond when due; |
|||||
(ii) |
Failure to pay interest on any first mortgage bond, or to satisfy any sinking fund obligation with respect to any first mortgage bond, within 30 days after such payment or obligation is due; |
|||||
(iii) |
Failure to perform any other covenant in the mortgage for a period of 60 days after we are given notice thereof by the mortgage trustee or the holders of 15% in principal amount of first mortgage bonds; and |
|||||
(iv) |
Events relating to our bankruptcy, insolvency or reorganization specified in the mortgage. |
|||||
(Mortgage, Section 1, Article IX) |
||||||
No holder of a first mortgage bond has the right to institute proceedings for the enforcement of the mortgage, unless |
||||||
(i) |
such holder previously has given the mortgage trustee written notice of an existing default, |
|||||
(ii) |
the holders of at least 25% of the outstanding principal amount of the first mortgage bonds have requested in writing that the mortgage trustee take action under the mortgage (and provided the mortgage trustee with indemnity satisfactory to it) and |
|||||
(iii) |
the mortgage trustee refuses or neglects to comply with such request within a reasonable time. |
|||||
However, this provision does not impair the right of any holder of a first mortgage bond to enforce our obligation to pay the principal and interest on such first mortgage bond when due. (Mortgage, Section 12, Article IX) |
||||||
DESCRIPTION OF MEDIUM TERM NOTES |
||||||
The following description of the medium term notes sets forth certain general terms and provisions of the medium term notes that we may offer pursuant to this prospectus. The particular terms of any medium term notes and the extent, if any, to which these general provisions will not apply to such medium term notes will be described in the prospectus supplement relating to the medium term notes. |
||||||
The medium term notes will be issued in one or more series under the indenture, dated as of July 28, 1989, between us and The Bank of New York, as trustee. In this prospectus we refer to this indenture as the note indenture and we refer to the trustee under the note indenture as the note trustee. The statements set forth below include brief summaries of certain provisions contained in the note indenture. These summaries do not purport to be complete and are qualified in their entirety by reference to the note indenture, the form of which is incorporated by reference as an exhibit to the registration statement of which this prospectus is a part. |
||||||
· |
the purchase price, or a statement that the medium term notes are being offered by an agent as principal at varying market prices; |
|||||
· |
the original issue date; |
|||||
· |
the stated maturity date; |
|||||
· |
if fixed rate notes, the rate per annum at which such notes will bear interest; |
|||||
· |
if floating rate notes, the interest rate formula and other variable terms; |
|||||
· |
the date or dates from which any such interest shall accrue; |
|||||
· |
the terms for redemption, if any; and |
|||||
· |
any other terms of such medium term notes not inconsistent with the note indenture. |
|||||
The note indenture does not contain any covenants or other provisions that specifically are intended to afford holders of the medium term notes special protection in the event of a highly leveraged transaction. |
||||||
· |
by the depositary to a nominee of the depositary, |
|||||
· |
by a nominee of the depositary to the depositary; |
|||||
· |
by a nominee of the depositary to another nominee of the depositary, or |
|||||
· |
by the depositary or any nominee to a successor of the depositary or a nominee of such successor. |
|||||
(Note Indenture, Section 303) |
||||||
book-entry note will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name" and will be the responsibility of such participants. |
||||||
· |
irrevocably depositing in trust with the note trustee money, or with respect medium term notes denominated in United States dollars, certain United States obligations or obligations guaranteed by the United States as specified in the note indenture, which will be sufficient to pay when due the entire indebtedness on the medium term notes of such series, including principal, any premium and interest, |
|||||
· |
delivering to the senior trustee an opinion of independent counsel to the effect that the holders of the affected medium term notes will have no Federal income tax consequences as a result of such deposit and discharge, and satisfying certain other conditions specified in the senior indenture. |
|||||
(Note Indenture, Section 403) |
||||||
(i) |
we are the surviving entity in any merger; |
|||||
(ii) |
if we are not the surviving entity, the successor entity is organized and validly existing under the laws of any domestic jurisdiction and it expressly assumes our obligations on all medium term notes and under the note indenture; |
|||||
(iii) |
immediately after giving effect to the transaction, the surviving entity is not in default under the medium term notes or the note indenture; and |
|||||
(iv) |
we shall have delivered to the note trustee an officer's certificate and an opinion of counsel as provided in the note indenture. |
|||||
(Note Indenture, Article Eight) |
||||||
(i) |
Failure to pay interest on such medium term notes within 30 days after it is due; |
|||||
(ii) |
Failure to pay the principal of or any premium on any such medium term notes when due; |
|||||
(iii) |
Failure to perform any other covenant or warranty in the note indenture, other than a covenant that does not relate to such series of medium term notes, that continues for 60 days after we receive written notice from the note trustee, or we and the note trustee receive a written notice from the holders at least 33% in aggregate principal amount of the medium term notes of that series; or |
|||||
(iv) |
Events relating to our bankruptcy, insolvency or reorganization specified in the note indenture. |
|||||
(Note Indenture, Section 501) |
||||||
(i) |
We have paid or deposited with the note trustee a sum sufficient to pay: |
|||||
(a) |
all overdue installments of interest on all medium term notes of the series; |
|||||
(b) |
the principal of and premium, if any, on any medium term notes of the series which have become due otherwise than by acceleration and interest thereon at the prescribed rates, if any, set forth in such medium term notes; |
|||||
(c) |
interest on overdue interest (to the extent allowed by law) at the prescribed rates, if any, set forth in such medium term notes; and |
|||||
(d) |
all amounts due to the trustee under the note indenture; and |
|||||
(ii) |
Any other Event of Default under the note indenture with respect to the medium term notes of that series (other than the nonpayment of principal that has become due solely by declaration of acceleration) has been cured or waived as provided in the note indenture. |
|||||
(Note Indenture, Section 502) |
||||||
(i) |
the holder has previously given to the note trustee written notice of a continuing Event of Default with respect to medium term notes of such series; |
|||||
(ii) |
the holders of at least 33% in aggregate principal amount of the outstanding medium term notes of such series have made a written request to the note trustee, and have offered reasonable indemnity to the note trustee, to institute proceedings; |
|||||
(iii) |
the note trustee has failed to institute any proceeding for 60 days after notice; and |
|||||
(iv) |
no direction inconsistent with such written request has been given to the note trustee during such 60-day period by the holders of a majority in aggregate principal amount of the outstanding medium term notes of such series. |
|||||
In addition, no holder of medium term notes of such series notes will have any right to institute any action under the note indenture to disturb or prejudice the rights of any other holder of medium term notes. (Note Indenture, Section 507) |
||||||
(i) |
To evidence the assumption by any permitted successor of our covenants in the note indenture and in the medium term notes; |
|||||
(ii) |
To add to our covenants or to surrender any of our rights or powers under the note indenture; |
|||||
(iii) |
To provide that bearer medium term notes may be registrable, to permit registered medium term notes to be exchanged for bearer medium term notes and to permit the issuance of medium term notes in uncertificated form; |
|||||
(iv) |
To establish the form or terms of senior notes of any series as permitted by the note indenture; |
|||||
(v) |
To evidence and provide for the acceptance of appointment of a successor trustee; |
|||||
(vi) |
To cure any ambiguity, inconsistency or defect or to make any other provisions with respect to matters and questions arising under the note indenture which do not adversely affect the interests of the holders of medium term notes of any series in any material respect; |
|||||
(vii) |
To add to, delete from or revise the conditions and restrictions in the note indenture on the amount, terms and purposes of issue, authentication and delivery of medium term notes; |
|||||
(viii) |
To provide security for the medium term notes; or |
|||||
(ix) |
To modify, eliminate or add to the provisions of the note indenture to such extent as shall be necessary to effect the qualification of the note indenture under the Trust Indenture Act and to add to the note indenture such other provisions as may be expressly required under the Trust Indenture Act. |
|||||
(Note Indenture, Section 901) |
||||||
(i) |
Change the stated maturity of the principal of, or any installment of principal of or interest on, any medium term note, or reduce the principal amount of any medium term note or its rate of interest or reduce any amount payable upon redemption, or change the currency in which payments are made, or impair the right to institute suit for the enforcement of any payment on or after the stated maturity of any medium term note, without the consent of the holder; |
|||||
(ii) |
Reduce the percentage in principal amount of the outstanding medium term notes of any series the consent of the holders of which is required for any supplemental indenture or any waiver of compliance with a provision of the note indenture or any default thereunder and its consequences, or reduce the requirements for quorum or voting of medium term note holders, without the consent of all the holders of the series; or |
|||||
(iii) |
Modify certain of the provisions of the note indenture relating to supplemental indentures, waivers of certain covenants and waivers of past defaults with respect to the medium term notes of any series, without the consent of the holder of each outstanding medium term note affected thereby. |
|||||
A supplemental indenture which changes the note indenture solely for the benefit of one or more particular series of medium term notes, or modifies the rights of the holders of medium term notes of one or more series, will not affect the rights under the note indenture of the holders of the medium term notes of any other series. (Note Indenture, Section 902) |
||||||
Resignation of the Note Trustee Notices Notices to holders of medium term notes will be given by mail to the addresses of such holders as they may appear in the security register for medium term notes. (Note Indenture, Section 106) Title We, the note trustee and any agent of us or the note trustee may treat the person in whose name medium term notes are registered as the absolute owner thereof, whether or not the medium term notes may be overdue, for the purpose of making payments and for all other purposes irrespective of notice to the contrary. (Note Indenture, Section 308) Governing Law The note indenture and the medium term notes are governed by, and construed in accordance with, the laws of the State of New York. (Note Indenture, Section 113) |
||||||
INFORMATION ABOUT THE TRUSTEE |
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The Bank of New York acts as trustee under the senior indenture, the mortgage and the note indenture and in connection with the sale and leaseback of our Control Center. In addition, The Bank of New York acts, and may act, as trustee and paying agent under various other indentures, trusts and guarantees of us and our affiliates. We and our affiliates maintain deposit accounts and credit and liquidity facilities and conduct other banking transactions with The Bank of New York in the ordinary course of our businesses. |
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DESCRIPTION OF PREFERRED STOCK |
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General The relevant prospectus supplement will describe the terms of the preferred stock being offered, including |
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the designation and aggregate number of shares of such preferred stock, |
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the annual dividend rate for such preferred stock, or the method of determining such rate, and |
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any redemption terms, liquidation, sinking fund and conversion terms; and |
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any other specific terms applicable to such preferred stock. |
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Authorized Shares Dividends The holders of preferred stock of each series are entitled to receive, as declared by our Board of Directors, cumulative cash dividends at the annual rate for that series. Dividends are payable March 1, June 1, September 1 and December 1 in each year to stockholders of record on the respective dates fixed for that purpose by our Board of Directors. Dividends on the preferred stock of each series offered by this prospectus will be payable at the annual rate shown in the title of the series and will accrue from the dividend payment date next preceding the date of its issue. Redemption and Sinking Fund If provided for by any series of preferred stock, we may redeem the whole, or any part by lot, of such series upon 30 to 60 days' notice at the applicable redemption price. Preferred stock of any series may also be subject to redemption pursuant to a sinking fund, if one is provided for such series. The applicable prospectus supplement will describe any terms of redemption or any sinking fund. We may not partially redeem preferred stock or purchase any preferred stock (except in response to an invitation mailed simultaneously to all holders thereof) if we are in default of any dividend payment or the payment or setting aside of any sinking fund requirement. Liquidation Rights The preferred stock is entitled to receive upon voluntary liquidation the amount fixed for the respective series and upon involuntary liquidation $50 per share, together in each case with accrued unpaid dividends, before any distribution may be made on any junior stock. The applicable prospectus supplement will describe the voluntary liquidation amounts fixed for any series by our Board of Directors. Voting Rights The preferred stock has no voting rights in the election of directors, except that if we default in the payment of four quarterly dividends, and until we pay all such defaulted dividends, the holders of all preferred stock voting as a class will be entitled to elect 25% of our Board of Directors. The consent of more than two-thirds of the preferred stock, or of any series that is specially affected, is required for certain charter amendments, such as those creating senior or parity stock, increasing the authorized amount of preferred stock or changing the terms of the preferred stock in a substantially prejudicial manner. The consent of a majority of the preferred stock is required for: |
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the creation of unsecured debt unless the amount thereof will not exceed 25% of secured indebtedness plus capital and surplus, and |
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any increase in the number of outstanding shares of preferred stock unless |
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a capital coverage test is met, and |
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for a period of 12 consecutive calendar months within the 15 calendar months preceding the date of issuance of the additional preferred stock, our net earnings after depreciation and taxes, but before deducting interest, are at least one and one-half times the annual interest charges and dividend requirements on all indebtedness and shares of preferred stock and any senior and parity stock to be outstanding immediately following such issuance, and |
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our merger or consolidation with any other corporation or the sale or lease of all or substantially all of our assets unless ordered, approved or permitted by applicable regulatory authority. |
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Liability for Assessments The preferred stock is not liable for further calls or assessments. Restrictions on Dividends on Junior Stock We may not declare any dividend on any junior stock (including our common stock) unless we have paid or provided for all dividends for the past and current quarters, and any sinking fund requirements, on the preferred stock. So long as any preferred stock is outstanding, if at the end of the calendar month preceding the declaration of a dividend the ratio of common stock capital plus surplus (less the proposed dividend) to total capital (including long-term debt) plus such surplus is less than 20%, dividends on common stock for the year ending on the date of such declaration (including the proposed dividend) may not exceed 50% (or 75% if the above ratio is 20% or more but less than 25%) of net earnings (less dividends on other stock) for the 12 calendar months preceding the declaration. No amount of surplus is presently restricted as the result of this provision. Preemptive Rights The holders of preferred stock do not have preemptive rights. Transfer Agent and Registrar Our affiliate, PHI Service Company, serves as transfer agent and registrar for the preferred stock. |
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PLAN OF DISTRIBUTION |
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We may sell the securities offered by this prospectus directly to purchasers or indirectly through underwriters, dealers or agents. The names of any such underwriters, dealers or agents will be set forth in the relevant prospectus supplement. We will also set forth in the relevant prospectus supplement: |
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the terms of the offering of the securities; |
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the proceeds we will receive from such a sale; |
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any underwriting discounts, sales commissions and other items constituting underwriters' compensation; |
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any initial public offering price; |
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any commissions payable to agents; |
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any discounts or concessions allowed or reallowed or paid to dealers; and |
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any securities exchanges on which we may list the securities. |
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We may distribute the securities from time to time in one or more transactions at: |
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a fixed price; |
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prices that may be changed; |
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market prices at the time of sale; |
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prices related to prevailing market prices; and |
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negotiated prices. |
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We will describe the method of distribution in the relevant prospectus supplement. |
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the name of the managing underwriter, if any; |
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the name of any other underwriters; and |
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the terms of the transaction, including any underwriting discounts and other items constituting compensation of the underwriters and dealers, if any. |
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The underwriters will acquire any securities for their own accounts and they may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. |
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entitle the underwriters to indemnification by us against certain civil liabilities under the Securities Act, or to contribution with respect to payments that the underwriters may be required to make related to any such civil liability; |
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subject the obligations of the underwriters to certain conditions precedent; and |
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obligate the underwriters to purchase all securities offered in a particular offering if any such securities are purchased. |
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In connection with an offering of the securities, underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. Specifically, underwriters may: |
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overallot in connection with the offering, creating a short position; |
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bid for, and purchase, the securities in the open market to cover short positions; |
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bid for, and purchase, the securities in the open market to stabilize the price of the securities; and |
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reclaim selling concessions allowed for distributing the securities in the offering if the underwriter repurchases previously distributed securities in covering transactions, in stabilization transactions or otherwise. |
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Any of these activities may stabilize or maintain the market price of the securities above independent market levels. Underwriters are not required to engage in these activities, and may end any of these activities at any time. No assurance can be given as to the liquidity of any trading market for the securities. |
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LEGAL MATTERS |
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Certain legal matters with respect to the securities offered hereby will be passed upon for us by Kirk Emge, Esq., our General Counsel, and by Covington & Burling, Washington, D.C. |
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EXPERTS |
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The financial statements incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2002 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. |
PART II |
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ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
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Registration fee |
$ 60,675* |
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Fees of rating agencies |
200,000 |
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Printing |
175,000 |
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Accounting fees |
100,000 |
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Legal fees |
125,000 |
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Trustee's fees and expenses |
50,000 |
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Blue sky expenses |
10,000 |
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Miscellaneous, including traveling, telephone |
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Total |
$ 770,675 |
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* All items are estimated except the registration fee. |
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 13.1-697 of the Virginia Stock Corporation Act ("VSCA"), a Virginia corporation may indemnify a director who was, is or is threatened to be made a party to any proceeding if the director acted in good faith and (i) he believed, in the case of conduct in his official capacity with the corporation, that his conduct was in the best interests of the corporation or, in the case of other conduct, that his conduct was at least not opposed to the best interests of the corporation, or (ii) in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director in connection with (i) a proceeding by or in the right of the corporation in which the director was found liable to the corporation or (ii) any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received. Indemnification permitted under this section of the VSCA in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Under Section 13.1-698, unless limited by its Articles of Incorporation, a corporation must indemnify against reasonable expenses a director who entirely prevails in the defense of any proceeding to which he was a party because he is or was a director of the corporation. Under Section 13.1-700.1, a court of appropriate jurisdiction, upon the application of a director, may order a corporation to advance or reimburse expenses or provide indemnification if the court determines that the director is so entitled. With respect to a proceeding by or in the right of the corporation, a court may order indemnification of the director to the extent of his reasonable expenses even though he was adjudged liable to the corporation. Under Section 13.1-699, a corporation may advance reasonable expenses to a director made a party to a proceeding if (i) the director furnishes a written statement of his good faith belief that he has met the standard of conduct necessary to obtain indemnification, (ii) the director furnishes a written undertaking to repay the advance if it is ultimately determined that he did not meet that standard of conduct and (iii) a determination is made that the facts then known to those making the determination would not preclude indemnification. Under Section 13.1-702, a corporation may indemnify an officer, employee or agent of a corporation to the same extent as a director. Under Section 13.1-704, a corporation may provide indemnification in addition to that provided by statute if authorized by its Articles of Incorporation, a by-law made by the shareholders, or any resolution adopted by the shareholders, except indemnification against willful misconduct or a knowing violation of the criminal law. The By-Laws of the Company provide that the Company shall indemnify each director or officer and each former director and officer of the Company against expenses actually and reasonably incurred in connection with the defense of any action, suit or proceeding by reason of his or her being or having been such director or officer, including liabilities incurred under the Securities Act of 1933, as amended, except in relation to matters as to which such director or officer shall be finally adjudged in such action, suit or proceeding to have knowingly violated the criminal law or to be liable for willful misconduct in the performance of his or her duty to the Company; and that such indemnification shall be in addition to, and not exclusive of, any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders, or otherwise. The Company is a wholly owned subsidiary of Pepco Holdings, Inc. To the extent that any officer or director of the Company is determined to be serving in such capacity at the direction of Pepco Holdings, Inc., such person may be entitled to indemnification under the Delaware General Corporation Law and/or the Certificate of Incorporation of Pepco Holdings, Inc. |
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1.01 |
Form of Underwriting Agreement relating to Senior Notes* |
1.02 |
Form of Underwriting Agreement relating to First Mortgage Bonds* |
1.03 |
Form of Agency Agreement relating to Medium Term Notes* |
1.04 |
Form of Underwriting Agreement relating to Preferred Stock* |
4.01 |
Form of Senior Notes* |
4.02 |
Form of New First Mortgage Bonds (included in Exhibit 4.07) |
4.03 |
Form of Collateral First Mortgage Bonds (included in Exhibit 4.08) |
4.04 |
Form of Medium Term Notes (included in Exhibit 4.10) |
4.05 |
Mortgage and Deed of Trust dated July 1, 1936, of the Company to The Bank of New York as Successor Trustee, securing First Mortgage Bonds of the Company, and Supplemental Indenture dated July 1, 1936 (Filed as Exhibit B-4 to First Amendment dated June 19, 1936 to the Company's Registration Statement No. 2-2232 and incorporated by reference herein) |
4.05(a) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated December 10, 1939 (Filed as Exhibit B to the Company's Form 8-K dated January 3, 1940 and incorporated by reference herein) |
4.05(b) |
Supplemental Indentures to the aforesaid Mortgage and Deed of Trust dated July 15, 1942 and August 10, 1942 (Filed as Exhibit B-1 to Amendment No. 2 dated August 24, 1942, and B-3 to Post-Effective Amendment dated August 31, 1942, to the Company's Registration Statement No. 2-5032 and incorporated by reference herein) |
4.05(c) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated October 15, 1942 (Filed as Exhibit A to the Company's Form 8-K dated December 12, 1942 and incorporated by reference herein) |
4.05(d) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated October 15, 1947 (Filed as Exhibit A to the Company's Form 8-K dated December 8, 1947 and incorporated by reference herein) |
4.05(e) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated December 31, 1948 (Filed as Exhibit A-2 to the Company's Form 10-K dated April 13, 1949 and incorporated by reference herein) |
4.05(f) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated December 31, 1949 (Filed as Exhibit (a)-1 to the Company's Form 8-K dated February 8, 1950 and incorporated by reference herein) |
4.05(g) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated February 15, 1951 (Filed as Exhibit (a) to the Company's Form 8-K dated March 3, 1951 and incorporated by reference herein) |
4.05(h) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated February 16, 1953 (Filed as Exhibit (a)-1 to the Company's Form 8-K dated March 5, 1953 and incorporated by reference herein) |
4.05(i) |
Supplemental Indentures to the aforesaid Mortgage and Deed of Trust dated March 15, 1954 and March 15, 1955 (Filed as Exhibit 4-B to the Company's Registration Statement No. 2-11627 dated May 2, 1955 and incorporated by reference herein) |
4.05(j) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated March 15, 1956 (Filed as Exhibit C to the Company's Form 10-K dated April 4, 1956 and incorporated by reference herein) |
4.05(k) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated April 1, 1957 (Filed as Exhibit 4-B to the Company's Registration Statement No. 2-13884 dated February 5, 1958 and incorporated by reference herein) |
4.05(l) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated May 1, 1958 (Filed as Exhibit 2-B to the Company's Registration Statement No. 2-14518 dated November 10, 1958 and incorporated by reference herein) |
4.05(m) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated May 1, 1959 (Filed as Exhibit 4-B to Amendment No. 1 dated May 13, 1959 to the Company's Registration Statement No. 2-15027 and incorporated by reference herein) |
4.05(n) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated May 2, 1960 (Filed as Exhibit 2-B to the Company's Registration Statement No. 2-17286 dated November 9, 1960 and incorporated by reference herein) |
4.05(o) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated April 3, 1961 (Filed as Exhibit A-1 to the Company's Form 10-K dated April 3, 1961 and incorporated by reference herein) |
4.05(p) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated May 1, 1962 (Filed as Exhibit 2-B to the Company's Registration Statement No. 2-21961 dated December 19, 1963 and incorporated by reference herein) |
4.05(q) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated April 23, 1964 (Filed as Exhibit 2-B to the Company's Registration Statement No. 2-22344 dated April 24, 1964 and incorporated by reference herein) |
4.05(r) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated May 3, 1965 (Filed as Exhibit 2-B to the Company's Registration Statement No. 2-24655 dated March 16, 1966 and incorporated by reference herein) |
4.05(s) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated June 1, 1966 (Filed as Exhibit 1 to the Company's Form 10-K dated April 11, 1967 and incorporated by reference herein) |
4.05(t) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated April 28, 1967 (Filed as Exhibit 2-B to Post-Effective Amendment No. 1 to the Company's Registration Statement No. 2-26356 dated May 3, 1967 and incorporated by reference herein) |
4.05(u) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated July 3, 1967 (Filed as Exhibit 2-B to the Company's Registration Statement No. 2-28080 dated January 25, 1968 and incorporated by reference herein) |
4.05(v) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated May 1, 1968 (Filed as Exhibit 2-B to the Company's Registration Statement No. 2-31896 dated February 28, 1969 and incorporated by reference herein) |
4.05(w) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated June 16, 1969 (Filed as Exhibit 2-B to the Company's Registration Statement No. 36094 dated January 27, 1970 and incorporated by reference herein) |
4.05(x) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated May 15, 1970 (Filed as Exhibit 2-B to the Company's Registration Statement No. 2-38038 and incorporated by reference herein) |
4.05(y) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated September 1, 1971 (Filed as Exhibit 2-C to the Company's Registration Statement No. 2-45591 and incorporated by reference herein) |
4.05(z) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated May 7, 1992 (Filed as Exhibit 4 to the Company's Form 10-K dated March 26, 1993 and incorporated by reference herein) |
4.05(a)(a) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated September 1, 1992 (Filed as Exhibit 4 to the Company's Form 10-K dated March 26, 1993 and incorporated by reference herein) |
4.05(b)(b) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated November 1, 1992 (Filed as 4 to the Company's Form 10-K dated March 26, 1993 and incorporated by reference herein) |
4.05(c)(c) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated March 1, 1993 (Filed as Exhibit 4 to the Company's Form 10-K dated March 26, 1993 and incorporated by reference herein) |
4.05(d)(d) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated March 2, 1993 (Filed as Exhibit 4 to the Company's Form 10-K dated March 26, 1993 and incorporated by reference herein) |
4.05(e)(e) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated July 1, 1993 (Filed as Exhibit 4.4 to the Company's Registration Statement No. 33-49973 dated August 11, 1993 and incorporated by reference herein) |
4.05(f)(f) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated August 20, 1993 (Filed as Exhibit 4.4 to the Company's Registration Statement No. 33-50377 dated September 23, 1993 and incorporated by reference herein) |
4.05(g)(g) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated September 29, 1993 (Filed as Exhibit 4 to the Company's Form 10-K dated March 25, 1994 and incorporated by reference herein) |
4.05(h)(h) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated September 30, 1993 (Filed as Exhibit 4 to the Company's Form 10-K dated March 25, 1994 and incorporated by reference herein) |
4.05(i)(i) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated October 1, 1993 (Filed as Exhibit 4 to the Company's Form 10-K dated March 25, 1994 and incorporated by reference herein) |
4.05(j)(j) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated February 10, 1994 (Filed as Exhibit 4 to the Company's Form 10-K dated March 25, 1994 and incorporated by reference herein) |
4.05(k)(k) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated February 11, 1994 (Filed as Exhibit 4 to the Company's Form 10-K dated March 25, 1994 and incorporated by reference herein) |
4.05(l)(l) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated March 10, 1995 (Filed as Exhibit 4.3 to Registration Statement No. 61379 dated July 28, 1995 and incorporated by reference herein) |
4.05(m)(m) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated September 6, 1995 (Filed as Exhibit 4 to the Company's Form 10-K dated April 1, 1996 and incorporated by reference herein) |
4.05(n)(n) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated September 7, 1995 (Filed as Exhibit 4 to the Company's Form 10-K dated April 1, 1996 and incorporated by reference herein) |
4.05(o)(o) |
Supplemental Indenture to the aforesaid Mortgage and Deed of Trust dated October 2, 1997 (Filed as Exhibit 4 to the Company's Form 10-K dated March 26, 1998 and incorporated by reference herein) |
4.06 |
Form of Supplemental Indenture with respect to New First Mortgage Bonds |
4.07 |
Form of Supplemental Indenture with respect to Collateral First Mortgage Bonds |
4.08 |
Form of Indenture between the Company and The Bank of New York, Trustee, with respect to the Senior Notes |
4.9 |
Form of Indenture between the Company and The Bank of New York, Trustee, with respect to the Company's Medium-Term Note Program (Filed as Exhibit 4 to the Company's Form 8-K dated June 21, 1990 and incorporated by reference herein) |
4.10 |
Specimen of Certificate representing Preferred Stock* |
4.11 |
Restated Articles of Incorporation and Articles of Restatement of the Company (Filed as Exhibit 3.1.1 to the Company's Form 10-K for the year ended December 31, 2002 and incorporated by reference herein) |
4.12 |
By-Laws of the Company (Filed as Exhibit 3 to the Company's Form 10-Q for the quarter ended March 31, 2003 and incorporated by reference herein) |
5.01 |
Opinion of Kirk Emge, Esq. |
12.01 |
Statement of computation of ratios |
23.01 |
Independent Accountants' Consent |
23.02 |
Consent of Kirk Emge, Esq. (included in Exhibit 5.01) |
23.03 |
Consent of Covington & Burling. |
24.01 |
Power of Attorney. |
25.01 |
Form T-1 Statement of Eligibility of The Bank of New York to act as Trustee under the Senior Note Indenture |
25.02 |
Form T-1 Statement of Eligibility of The Bank of New York to act as Trustee under the Mortgage |
25.03 |
Form T-1 Statement of Eligibility of The Bank of New York to act as Trustee under the Medium Term Note Indenture |
*To be filed as an exhibit to a subsequent Current report on Form 8-K |
ITEM 17. UNDERTAKINGS. |
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1. |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement; |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
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provided, however , that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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; |
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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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and |
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3. |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 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. |
SIGNATURES |
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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, in the City of Washington, District of Columbia, on the 17th day of June, 2003. |
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By: D.R. Wraase Chief Executive Officer |
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Pursuant to the requirements of Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. |
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Signature |
Title |
Date |
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JOHN M. DERRICK, JR.* |
Chairman and Director |
June 17, 2003 |
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/s/ D.R. WRAASE |
Chief Executive Officer and Director |
June 17, 2003 |
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ANDREW W. WILLIAMS* Andrew W. Williams |
Senior Vice President, Chief Financial |
June 17, 2003 |
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JAMES P. LAVIN* James P. Lavin |
Vice President and Controller |
June 17, 2003 |
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T.S. SHAW* T.S.Shaw |
Director |
June 17, 2003 |
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WILLIAM T. TORGERSON* |
Director |
June 17, 2003 |
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WILLIAM J. SIM* |
President, Chief Operating Officer and |
June 17, 2003 |
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