-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jbWmlaRfMGq+TyipPRiPvaS022+oIA3A7Lq46/ahaV9IfY7s4jJyivkjO/ax3Gu1 qHBE4qaXoy7qojzDSb/PfA== 0000079732-94-000103.txt : 19940620 0000079732-94-000103.hdr.sgml : 19940620 ACCESSION NUMBER: 0000079732-94-000103 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940617 EFFECTIVENESS DATE: 19940706 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POTOMAC ELECTRIC POWER CO CENTRAL INDEX KEY: 0000079732 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 530127880 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54197 FILM NUMBER: 94534795 BUSINESS ADDRESS: STREET 1: 1900 PENNSYLVANIA AVE NW STREET 2: C/O M T HOWARD RM 841 CITY: WASHINGTON STATE: DC ZIP: 20068 BUSINESS PHONE: 2028722456 S-8 1 REGISTRATION STATEMENT ON FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1994 REGISTRATION NO. 33- ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- POTOMAC ELECTRIC POWER COMPANY (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) District of Columbia and Virginia 53-0127880 (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) ----------------------
1900 PENNSYLVANIA AVENUE, N. W., WASHINGTON, D. C. 20068 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) STOCK COMPENSATION PLAN FOR THE BOARD OF DIRECTORS OF POTOMAC ELECTRIC POWER COMPANY (THE "DIRECTORS STOCK PLAN") (FULL TITLE OF THE PLAN) ------------------------ MARY T. HOWARD, ASSISTANT SECRETARY AND ASSISTANT TREASURER Potomac Electric Power Company 1900 Pennsylvania Avenue, N.W. Washington, D.C. 20068 (NAME AND ADDRESS OF AGENT FOR SERVICE) (202)872-2456 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF TITLE OF SECURITIES TO TO BE OFFERING PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED PER SHARE PRICE FEE ============================================================================================ Common Stock, par value $1 per share............. 50,000 shs.(1) $20.00(2) $1,000,000 $345.00 ============================================================================================ (1) Pursuant to Rule 416(a) the amount of shares registered include such additional number of shares of Common Stock as are required to prevent dilution resulting from stock splits, stock dividends or similar transactions affecting the Common Stock. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c), based on the average high and low sale prices as reported by the consolidated reporting system on June 16, 1994. ============================================================================================
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "1934 Act") are incorporated by reference herein: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1993. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. (c) The description of the Company's Common Stock included in registration statements and reports filed under the 1934 Act including any amendment or report for the purpose of updating such description. All documents filed by the Company or by the Directors Stock Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. Any statement contained in an incorporated document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other incorporated document subsequently filed modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Legal Opinion The validity of the securities offered hereby has been passed upon for the Company by Betty K. Cauley, Esq., 1900 Pennsylvania Avenue, N.W., Washington, D.C., who is regularly employed by the Company as Secretary and Associate General Counsel. Item 6. Indemnification of Directors and Officers. 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 also has policies of insurance which insure officers and directors against certain liabilities and expenses incurred by them in such capacities. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibit No. Description of Exhibit - ----------- ---------------------- 4 -- Stock Compensation Plan for the Board of Directors of Potomac Electric Power Company, effective July 1, 1994. 5 -- Opinion of Betty K. Cauley, Esq. 15 -- Letter regarding Interim Financial Information. 23.1 -- Consent of Betty K. Cauley, Esq., contained in Exhibit 5. 23.2 -- Consent of Independent Accountants. 24 -- Power of Attorney of Directors and Officers of the Company. Item 9. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of 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; -2- (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; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for the 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the By-Laws of the registrant or Virginia or District of Columbia Law, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -3- SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 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, 1994. POTOMAC ELECTRIC POWER COMPANY (REGISTRANT) By EDWARD F. MITCHELL* ------------------------------------ (EDWARD F. MITCHELL, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. (i) Principal Executive Officer: EDWARD F. MITCHELL* - -------------------------------- Chairman of the Board (Edward F. Mitchell) and Chief Executive Officer (ii) Principal Financial Officer: H. L. DAVIS* - --------------------------------- Vice Chairman and Chief (H. Lowell Davis) Financial Officer and Director (iii) Principal Accounting Officer: D. R. WRAASE* - ---------------------------------- Senior Vice President (Dennis R. Wraase) June 17, 1994 -4- (iv) Directors: ROGER R. BLUNT* - ------------------------------ Director (Roger R. Blunt, Sr.) A. J. CLARK* - ------------------------------ Director (A. James Clark) JOHN M. DERRICK, JR.* - ------------------------------ Director (John M. Derrick Jr.) R. E. MARRIOTT* - ------------------------------ Director (Richard E. Marriott) DAVID O. MAXWELL* - ------------------------------ Director (David O. Maxwell) FLORETTA D. McKENZIE* - ------------------------------ Director (Floretta D. McKenzie) ANN D. McLAUGHLIN* - ------------------------------ Director (Ann D. McLaughlin) PETER F. O'MALLEY* - ------------------------------ Director (Peter F. O'Malley) LOUIS A. SIMPSON* - ------------------------------ Director (Louis A. Simpson) W. REID THOMPSON* - ------------------------------ Director (W. Reid Thompson) /S/ M. T. HOWARD MARY T. HOWARD *By:------------------------------------ (Mary T. Howard, Attorney-in-fact) June 17, 1994 -5- EX-4 2 STOCK COMP. PLAN Exhibit 4 POTOMAC ELECTRIC POWER COMPANY STOCK COMPENSATION PLAN FOR THE BOARD OF DIRECTORS The Stock Compensation Plan (the "Plan") for the Board of Directors (the "Board") of Potomac Electric Power Company (the "Company"), effective July 1, 1994, is designed to permit directors and advisory directors of the Company, at their election, to receive all or a portion of the annual Board retainer fee as established from time to time by the Board in the form of either restricted or unrestricted shares of Common Stock of the Company (the "Stock"). Such election must be made on the form contained herein prior to the beginning of the Plan's next succeeding fiscal year (July 1 - June 30). Risk of forfeiture of Common Stock received in restricted form is described below. If a Director or Advisory Director of the Company elects as provided herein to receive any portion of the retainer fee in the form of Stock of the Company, such Stock will be issued by the Company on the first business day of each quarter. The price of the Stock issued pursuant to the Plan will be the average of the high and low sale prices of the Stock on the New York Stock Exchange, Inc. on the second business day prior to the date of issuance. Fractional shares will not be issued. Cash in lieu of such fractional shares will be promptly paid to the Director or Advisory Director. Certificates representing shares of restricted stock will be held by the Company until the restrictions are lifted. Directors may vote such shares of restricted stock and will receive dividends paid in connection with such Stock. Certificates representing shares of unrestricted stock will be delivered to the Director or Advisory Director. Directors will be provided a quarterly report of their Plan account. The Plan, which is not subject to the Employee Retirement Income Security Act of 1974, is administered by the Board, which acts as manager of the Plan. The Board is responsible for determining eligibility for participation and circumstances, other than death or disability, which may lead to forfeiture of restricted stock received pursuant to the Plan. The Board reserves the right to modify or terminate the Plan at any time. Additional Information Additional information about the Plan and its administration may be obtained by contacting the following: Mr. H. Lowell Davis Vice Chairman and Chief Financial Officer Potomac Electric Power Company 1900 Pennsylvania Avenue, N.W. Washington, D.C. 20068 (202) 872-3003 If you wish a copy of the following documents, which are incorporated by reference in the Registration Statement related to the Plan, you may obtain a copy, without charge, by written or oral request directed to the Secretary, Potomac Electric Power Company, 1900 Pennsylvania Avenue, N.W., Washington, D.C. 20068 (tel. (202) 872-2456): (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1993. (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. (c) The description of the Company's Common Stock included in registration statements and reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, including any amendment or report for the purpose of updating such description. INFORMATION REGARDING DIRECTOR RETAINER DEFERRAL ELECTION The attached election form permits you, in your sole discretion, to defer for three years recognition of compensation income otherwise associated with your receipt of a Director retainer in the form of Pepco stock. The income deferral opportunity is provided through the voluntary subjection of the corporate stock to a risk of forfeiture. That is, if you were to terminate your status as a Director or Advisory Director for any reason other than death, disability or such other circumstances as may be identified and approved by the Board of Directors from time to time prior to the expiration of the three-year "risk" period described in your deferral election form, you would forfeit the stock that had been earned as your retainer. If your termination from the status of Director is associated with death, disability or such other circumstances as may be identified and approved by the Board of Directors from time to time, there would be no forfeiture. The rules as to recognition of income are as follows: 1. If you choose to receive your retainer in the form of stock, have retained your status as a Director through the date of the receipt of the stock and do not wish to subject the shares of stock to a risk of forfeiture, you will be taxed on the shares six months after the date they are delivered to you based upon their value as of such date, unless you choose to make an election under Section 83(b) to have the taxable event be the date on which the shares are received by you. In order to be effective, a Section 83(b) election must be made no more than thirty days following the receipt of stock. If you do not make the Section 83(b) election, and you have not elected to subject your stock to a risk of forfeiture, it is still conceivable that the date of the deemed tax event will fall in a different calendar year from the year in which the shares are received. This would be the case with respect to any shares received in the months of July through December since the deemed tax event will take place on the date which is six months after the date of the receipt of the stock. 2. If you elect to subject the shares of stock to a risk of forfeiture, you will not be taxed on the value of the shares until such time as the risk of forfeiture lapses. At such time, your taxable income will be based upon the adjusted value of stock at that date. Any dividends payable with respect to the stock during the three-year "risk" period would be paid directly to you and would be characterized as compensation income for tax purposes. June 17, 1994 ELECTION REGARDING PAYMENT OF DIRECTOR RETAINER The undersigned, constituting a Director or Advisory Director of Potomac Electric Power Company (the "Company") hereby agrees as follows: (1) The undersigned hereby elects to have _____% of the amount of retainer which would otherwise be payable in cash to the undersigned with respect to the fiscal year beginning July 1, 1994 and ending June 30, 1995 paid instead in shares of stock of Potomac Electric Power Company. (2) The undersigned agrees that any stock to be issued to the undersigned pursuant to this election shall be - (check one): _____ (i) Issued when earned and fully vested and not subject to a risk of forfeiture. I direct that the stock be registered as follows: __________________________ __________________________ __________________________ _____ (ii) Issued when earned but unvested and subject to forfeiture if the undersigned terminates his/her status as a Director or Advisory Director of the Company prior to the third anniversary of the date of the issuance of the stock for any reason other than death, the incurrence of a total disability or such other circumstances as may be identified and approved by the Board of Directors from time to time. IN WITNESS WHEREOF, the undersigned has executed this Election effective for all purposes as of the _____ day of __________________________, 1994. Signature: ____________________________________ Name: ____________________________________ Please Print EX-5 3 OPINION OF BETTY K. CAULEY Exhibit 5 June 17, 1994 Potomac Electric Power Company Washington, D. C. Dear Sirs: Potomac Electric Power Company (the "Company") proposes to register, pursuant to the Securities Act of 1933, as amended, 50,000 shares of its Common Stock, $1 par value (the "Stock") for use under the Stock Compensation Plan for the Board of Directors of Potomac Electric Power Company (the "Directors Stock Plan"). In that connection, you have asked my opinion as to the legality of such Stock. As counsel for the Company, I have examined such certificates, corporate records and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion, and, on the basis of such examination, advise you that, in my opinion (i) the Company has been duly incorporated and is now validly existing as a corporation under the laws of the District of Columbia and of the Commonwealth of Virginia, and (ii) the Stock has been validly authorized by the Board of Directors of the Company, and will be legally issued, fully paid and non-assessable, when (a) the Company's Registration Statement under the Securities Act of 1933 shall have become and remain effective with respect to the Stock in the Directors Stock Plan, (b) the Stock has been issued and payment received therefor in accordance with the provisions of the Directors Stock Plan, and (c) with respect to any Stock issued by the Company to the Directors Stock Plan, such issuance has been authorized by the Public Service Commission of the District of Columbia. I hereby consent that a copy of this opinion be filed as an exhibit to the above-mentioned Registration Statement under the Securities Act of 1933 and to the making in the Registration Statement of the statements with respect to me which are made under the caption "Legal Opinions" in said Registration Statement. Very truly yours, /S/ BETTY K. CAULEY Betty K. Cauley EX-15 4 AWARENESS LETTER Exhibit 15 June 17, 1994 Securities and Exchange Commission 450 Fifth Street, N. W. Washington, D. C. 20549 Dear Sirs: We are aware that Potomac Electric Power Company has incorporated by reference our report dated May 2, 1994 (issued pursuant to the provisions of Statement on Auditing Standards No. 71) in its Registration Statement on Form S-8 to be filed on or about June 17, 1994. We are also aware of our responsibilities under the Securities Act of 1933. Very truly yours, /S/ PRICE WATERHOUSE Price Waterhouse Washington, D.C. EX-23.2 5 CONSENT LETTER Exhibit 23.2 CONSENT Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 21, 1994 appearing in the 1993 Annual Report to shareholders of Potomac Electric Power Company, which is incorporated by reference in the Potomac Electric Power Company's Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Consolidated Financial Statement Schedules, which appears under Item 14(d) of such Annual Report on Form 10-K. /S/ Price Waterhouse PRICE WATERHOUSE Washington, D.C. June 17, 1994 EX-24 6 POWER OF ATTORNEY Exhibit 24 P O T O M A C E L E C T R I C P O W E R C O M P A N Y POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned POTOMAC ELECTRIC POWER COMPANY, a District of Columbia corporation and a domestic corporation of the Commonwealth of Virginia, and the undersigned directors and officers of said Company hereby constitute and appoint Edward F. Mitchell, John M. Derrick, Jr., H. Lowell Davis, Dennis R. Wraase, William T. Torgerson, Earl K. Chism, Betty K. Cauley, Mary T. Howard, and Peyton G. Middleton, Jr., and each of them, their true and lawful attorneys and agents with full power and authority, in their names and on their behalf, or otherwise, to do any and all acts and things and to execute any and all instruments which said attorneys and agents, or any of them, may deem necessary or advisable to enable Potomac Electric Power Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Act of additional shares of Common Stock, $1 par value, of said Company, in connection with the Stock Compensation Plan for the Board of Directors of Potomac Electric Power Company, including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of Potomac Electric Power Company, and the names of the undersigned directors and officers in the respective capacities indicated below, to the registration statement to be filed with the Securities and Exchange Commission in respect of said Common Stock, to any and all amendments to said registration statement and to any instruments or documents filed as a part of or in connection with said registration statement or amendments thereto; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof. IN WITNESS WHEREOF, each of the undersigned has subscribed, or caused to be subscribed, these presents this 17th day of June, 1994. POTOMAC ELECTRIC POWER COMPANY /s/ Edward F. Mitchell By Edward F. Mitchell Chairman of the Board and Chief Executive Officer Signature /s/ Edward F. Mitchell Principal Executive Officer: EDWARD F. MITCHELL Chairman of the Board and Chief Executive Officer /s/ H. Lowell Davis Principal Financial Officer: H. LOWELL DAVIS Vice Chairman and Chief Financial Officer and Director /s/ Dennis R. Wraase Principal Accounting Officer: DENNIS R. WRAASE Senior Vice President (over) /s/ Roger R. Blunt, Sr. Director __________________________________________ ROGER R. BLUNT, SR. /s/ A. James Clark Director __________________________________________ A. JAMES CLARK /s/ John M. Derrick, Jr. Director __________________________________________ JOHN M. DERRICK, JR. /s/ Richard E. Marriott Director __________________________________________ RICHARD E. MARRIOTT /s/ David O. Maxwell Director __________________________________________ DAVID O. MAXWELL /s/ Floretta D. McKenzie Director __________________________________________ FLORETTA D. McKENZIE /s/ Ann D. McLaughlin Director __________________________________________ ANN D. McLAUGHLIN /s/ Peter F. O'Malley Director __________________________________________ PETER F. O'MALLEY /s/ Louis A. Simpson Director __________________________________________ LOUIS A. SIMPSON /s/ W. Reid Thompson Director __________________________________________ W. REID THOMPSON -----END PRIVACY-ENHANCED MESSAGE-----