-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AYtCCkjU+AHKxrl7xzMgUex0NYXvCPG2paq7CxP2oTZXyezR5noFSStFEWBNoYua qtCgrMnqhMIYKyjkY6KULw== 0000052388-11-000026.txt : 20110214 0000052388-11-000026.hdr.sgml : 20110214 20110214135529 ACCESSION NUMBER: 0000052388-11-000026 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WGL HOLDINGS INC CENTRAL INDEX KEY: 0001103601 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 522210912 STATE OF INCORPORATION: VA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77960 FILM NUMBER: 11605459 BUSINESS ADDRESS: STREET 1: 101 CONSTITUTION AVE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20080 BUSINESS PHONE: 2026246011 MAIL ADDRESS: STREET 1: 101 CONSTITUTION AVE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20080 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CENTURY INVESTMENT MANAGEMENT INC CENTRAL INDEX KEY: 0000052388 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 440640487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4500 MAIN STREET CITY: KANSAS CITY STATE: MO ZIP: 64111 BUSINESS PHONE: 816-531-5575 MAIL ADDRESS: STREET 1: 4500 MAIN STREET CITY: KANSAS CITY STATE: MO ZIP: 64111 FORMER COMPANY: FORMER CONFORMED NAME: INVESTORS RESEARCH CORP DATE OF NAME CHANGE: 19920929 SC 13G/A 1 wglholdings13g-a9.htm SCHEDULE 13G/A wglholdings13g-a9.htm
United States
Securities and Exchange Commission
Washington, D.C.  20549
   
   
SCHEDULE 13G
   
Under the Securities Exchange Act of 1934
   
(Amendment No. 9)*
   
 
 
WGL HOLDINGS, INC.
(Name of Issuer)
 
 
COMMON STOCK
(Title of Class of Securities)
 
 
92924F106
(CUSIP Number)
   
 
DECEMBER 31, 2010
(Date of Event Which Requires Filing of this Statement)
   
   
   
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
   
[ X ]
Rule 13d-1(b)
[     ]
Rule 13d-1(c)
[     ]
Rule 13d-1(d)
     
     
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information  required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
Page 1 of 10 Pages
 
 
 
 

CUSIP No.  92924F106
 
 
1.
 
Names of Reporting Persons
 
Richard W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies, Inc. Stock Trust
 
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
  
       
 
(a)
[       ]
  
       
 
(b)
[       ]
  
 
 
3.
 
SEC Use Only
 
 
  
 
4.
 
Citizenship or Place of Organization
 
Missouri
 
  
 
 
5.
 
Sole Voting Power
 
            2,857,340
       
Number of Shares
Beneficially
 
6.
 
Shared Voting Power
 
N/A
Owned by
      
Each
Reporting
 
7.
 
Sole Dispositive Power
 
2,947,940
Person With:
      
 
 
8.
 
Shared Dispositive Power
 
 
N/A
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,947,940
 
     
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [     ]
 
  
     
11.
Percent of Class Represented by Amount in Row (9)
 
5.8%
     
12.
Type of Reporting Person (See Instructions)
 
HC
 
 
Page 2 of 10 pages
  
 
 
 
 

CUSIP No.  92924F106
 
 
1.
 
Names of Reporting Persons
 
American Century Companies, Inc.
 
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
  
       
 
(a)
[       ]
  
       
 
(b)
[       ]
  
 
 
3.
 
SEC Use Only
 
 
  
 
4.
 
Citizenship or Place of Organization
 
Delaware
 
  
 
 
5.
 
Sole Voting Power
 
      2,857,340
       
Number of Shares
Beneficially
 
6.
 
Shared Voting Power
 
N/A
Owned by
      
Each
Reporting
 
7.
 
Sole Dispositive Power
 
2,947,940
Person With:
      
 
 
8.
 
Shared Dispositive Power
 
 
N/A
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,947,940
 
     
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
 (See Instructions) [     ]
 
  
     
11.
Percent of Class Represented by Amount in Row (9)
 
5.8%
     
12.
Type of Reporting Person (See Instructions)
 
HC
 
 
Page 3 of 10 pages
  
 
 
 
 

CUSIP No.  92924F106
 
 
1.
 
Names of Reporting Persons
 
American Century Investment Management, Inc.
 
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
  
       
 
(a)
[       ]
  
       
 
(b)
[       ]
  
 
 
3.
 
SEC Use Only
 
 
  
 
4.
 
Citizenship or Place of Organization
 
Delaware
 
  
 
 
5.
 
Sole Voting Power
 
2,857,340
       
Number of Shares
Beneficially
 
6.
 
Shared Voting Power
 
N/A
Owned by
      
Each
Reporting
 
7.
 
Sole Dispositive Power
 
2,947,940
Person With:
      
 
 
8.
 
Shared Dispositive Power
 
 
N/A
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,947,940
 
     
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [     ]
 
 
     
11.
Percent of Class Represented by Amount in Row (9)
 
5.8%
     
12.
Type of Reporting Person (See Instructions)
 
IA
 
 
Page 4 of 10 pages
  
 
 
 
 
 
CUSIP No.  92924F106
 
 
1.
 
Names of Reporting Persons
 
American Century Capital Portfolios, Inc.
 
 
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
  
       
 
(a)
[       ]
  
       
 
(b)
[       ]
  
 
 
3.
 
SEC Use Only
 
 
  
 
4.
 
Citizenship or Place of Organization
 
Maryland
 
  
 
 
5.
 
Sole Voting Power
 
2,689,088
       
Number of Shares
Beneficially
 
6.
 
Shared Voting Power
 
N/A
Owned by
      
Each
Reporting
 
7.
 
Sole Dispositive Power
 
2,689,088
Person With:
      
 
 
8.
 
Shared Dispositive Power
 
 
N/A
   
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,689,088
 
     
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [     ]
 
  
     
11.
Percent of Class Represented by Amount in Row (9)
 
5.3%
     
12.
Type of Reporting Person (See Instructions)
 
IV
 
 
Page 5 of 10 pages
  
 
 
 
 
 
Item 1.
 
(a)
Name of Issuer.
 
 
WGL Holdings, Inc.
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
101 Constitution Avenue, N.W.
Washington, D.C.  20080
 
Item 2.
 
(a)
Name of Person Filing.
   
 
(1)
Richard W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies, Inc. Stock Trust
 
 
(2)
American Century Companies, Inc.
 
 
(3)
American Century Investment Management, Inc.
 
  (4) American Century Capital Portfolios, Inc.
     
     
(b)
Address of Principal Business Office or, if none, Residence.
   
 
4500 Main Street
9th Floor
Kansas City, Missouri  64111
   
   
(c)
Citizenship.
     
 
(1)
Missouri
 
 
(2)
Delaware
 
 
(3)
Delaware
 
  (4)    Maryland
   
   
(d)
Title of Class of Securities.
   
 
Reference is made to the cover page of this filing.
   
   
(e)
CUSIP Number.
   
 
Reference is made to the cover page of this filing.
 
Page 6 of 10 pages

 
 
 

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
 
(1)
Richard W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies, Inc. Stock Trust, is a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
 
(2)
American Century Companies, Inc. is a parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
     
 
(3)
American Century Investment Management, Inc. is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
     
  (4) American Century Capital Portfolios, Inc. is an investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
     
   
Item 4.
Ownership.
   
 
Reference is made to Items 5-9 and 11 on the cover page of this filing.
   
   
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [      ].
   
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Various persons, including the investment companies and separate institutional investor accounts that American Century Investment Management, Inc. (“ACIM”) serves as investment adviser, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that are the subject of this schedule.  Except as may be otherwise indicated if this is a joint filing, not more than 5% of the class of securities that is the subject of this schedule is owned by any one client advised by ACIM.
   
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
   
 
See attached Exhibit A.
   
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable.
   
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
   
Page 7 of 10 pages

 
 
 

Item 10.
Certification


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated this 14th day of February, 2011

 
AMERICAN CENTURY COMPANIES, INC. (“ACC”)
   
 
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”)
   
  AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. ("ACCP")
   
 
By:
/s/ Charles A. Etherington
   
Charles A. Etherington
   
Senior Vice President, ACIM and ACCP
   
Vice President, ACC
   
 
JAMES E. STOWERS TWENTIETH CENTURY COMPANIES, INC.
STOCK TRUST
   
   
 
By:
/s/ Richard W. Brown
   
Richard W. Brown
   
Trustee


SCHEDULE 13G – To be included in statements filed pursuant to Rule 13d-1(b) or 13d-2(b).

EXHIBIT A

This Exhibit has been prepared to identify each subsidiary of American Century Companies, Inc. (“ACC”), which is controlled by Richard W. Brown, as Trustee of the James E. Stowers Twentieth Century Companies, Inc. Stock Trust, that is a beneficial owner of securities that are the subject of this schedule (the “Subject Securities”).  American Century Investment Management, Inc. (“ACIM”) is a wholly-owned subsidiary of ACC and an investment adviser registered under §203 of the Investment Advisers Act of 1940.


Page 8 of 10 pages
 
 
 
 

SCHEDULE 13G – To be included in statements filed pursuant to Rule 13d-1(b) or 13d-2(b) and Rule 13d-1(f) (1) Agreement.

EXHIBIT B

Each of the undersigned hereby agrees and consents to the execution and joint filing on its behalf by American Century Investment Management, Inc. of this Schedule 13G respecting the beneficial ownership of the securities which are the subject of this schedule.

Dated this 14th day of February, 2011.

 
AMERICAN CENTURY COMPANIES, INC. (“ACC”)
   
 
AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. (“ACIM”)
   
  AMERICAN CENTURY CAPITAL PORTFOLIOS, INC. ("ACCP")
   
 
By:
/s/ Charles A. Etherington
   
Charles A. Etherington
   
Senior Vice President, ACIM and ACCP
   
Vice President, ACC
   
 
JAMES E. STOWERS TWENTIETH CENTURY COMPANIES, INC.
STOCK TRUST
   
   
 
By:
/s/ Richard W. Brown
   
Richard W. Brown
   
Trustee
 
 
EXHIBIT C
 
EXCERPTS FROM THE
EIGHTH AMENDMENT TO AND COMPLETE RESTATEMENT
OF JAMES E. STOWERS TWENTIETH CENTURY COMPANIES, INC. STOCK TRUST AGREEMENT
 
Pursuant to the right reserved to Settlor to amend the James E. Stowers Twentieth Century Companies, Inc. Stock Trust Agreement dated January 13, 1995, as amended by First Amendment and Restatement thereto dated November 7, 2000, by Second Amendment and Restatement thereto dated June 26, 2001, by Third Amendment and Restatement thereto dated December 23, 2002, by Fourth Amendment and Restatement thereto dated March 17, 2005, by Fifth Amendment and Restatement thereto dated December 17, 2009, by Sixth Amendment thereto dated May 14, 2010, and by a Seventh Amendment and Restatement thereto dated June 25, 2010, JAMES E. STOWERS, a citizen of the United States, currently residing in Missouri, as Settlor, hereby further amends and restates said Trust Instrument in its entirety, and directs that the property previously transferred and delivered to the Trustee, shall hereafter be held, administered and distributed by the Trustee and his successors (hereinafter referred to as the “Trustees”), together with any other property that might hereafter be transferred to the Trustees, IN TRUST, on the following terms and conditions.
 
6.  Trustee Provisions
 
6.2  Powers Regarding the Appointing Trustees and the Executive Committee.
 
    (a)  Designate Trustees.
 
       (1)  During his lifetime, RICHARD W. BROWN shall have the power to designate Qualified Individuals or Qualified Corporations as (i) his successor and successors thereafter as such Trustee prior to the commencement of service by a Trustee designated by Settlor's Spouse or by a Majority of the Executive Committee, and (ii) a replacement for a Trustee removed by him pursuant to Section 6.4(a), by Written Instrument.
 
 
Page 9 of 10 pages

 
 
 
 
7.           Trustee Powers

With respect to each trust created hereunder, the Trustees thereof shall have the following powers in addition to the powers otherwise granted by common law or statute.

7.1           Powers Relating to Investments

(d)           Exercise of Securities Rights.

The Trustees may exercise all options and all conversion, subscription, voting and other rights of whatever nature held by or pertaining to any property, including securities of the corporate Trustee or any affiliate thereof, held as a part of the Trust Estate.  With respect to any securities held as an asset of the Trust Estate, the Trustees are authorized to participate in and request the filing of any registration statement or other application, return or report that might be required or authorized by local, state or Federal regulations, or that is, in the judgment of the Trustees, in the best interest of the Trust Estate and, in connection with any such filing, the Trustees may, in their discretion, give indemnification to any individual, corporation or other entity, pay underwriting costs and other expenses, insure agains t risk, execute instruments, and do such other acts as the Trustees deem necessary or desirable.
 
Page 10 of 10 pages
 
 
 
 
-----END PRIVACY-ENHANCED MESSAGE-----