As filed with the Securities and Exchange Commission on July 13, 2018
RegistrationNo. 333-104571
RegistrationNo. 333-104572
RegistrationNo. 333-104573
RegistrationNo. 333-142983
RegistrationNo. 333-171160
RegistrationNo. 333-210243
RegistrationNo. 333-213148
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-104571
POST-EFFECTIVE AMENDMENT NO. 2 TO FORMS-8 REGISTRATION STATEMENTNO. 333-104572
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-104573
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-142983
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-171160
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-210243
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENTNO. 333-213148
UNDER
THE SECURITIES ACT OF 1933
WGL Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | |
| Virginia | | 52-2210912 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
| | |
| 101 Constitution Ave., N.W., Washington, D.C. | | 20080 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Directors’ Stock Compensation Plan, As Amended and Restated
Washington Gas Light Company Savings Plan
Washington Gas Light Company Capital Appreciation/Union Employees’ Savings Plan
1999 Incentive Compensation Plan, as Amended and Restated
WGL Holdings, Inc. Omnibus Incentive Compensation Plan
(Full title of the plan)
Leslie T. Thornton
Senior Vice President, General Counsel and Corporate Secretary
WGL Holdings, Inc.
101 Constitution Ave., N.W.
Washington, D.C. 20080
(Name and address of agent for service)
(202)624-6720
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act:
| | | | | | |
Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
Non-accelerated filer | | ☐ (Do not check if a smaller reporting company) | | Smaller reporting company | | ☐ |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
WGL Holdings, Inc. (the “Registrant”) is filing this Post-Effective Amendment to the Registration Statements on FormS-8 listed below (collectively, the “Prior Registration Statements”) to deregister all securities that were previously registered and remain unsold or otherwise unissued under the (i) Directors’ Stock Compensation Plan, As Amended and Restated, (ii) Washington Gas Light Company Savings Plan, (iii) Washington Gas Light Company Capital Appreciation/Union Employees’ Savings Plan, (iv) 1999 Incentive Compensation Plan, as Amended and Restated, and (v) WGL Holdings, Inc. Omnibus Incentive Compensation Plan, as the case may be, and for which the Prior Registration Statements had remained in effect.
1. Registration StatementNo. 333-104571 filed on April 16, 2003.
2. Registration StatementNo. 333-104572 filed on April 16, 2003.
3. Registration StatementNo. 333-104573 filed on April 16, 2003.
4. Registration StatementNo. 333-142983 filed on May 15, 2007.
5. Registration StatementNo. 333-171160 filed on December 14, 2010.
6. Registration StatementNo. 333-210243 filed on March 16, 2016.
7. Registration StatementNo. 333-213148 filed on August 16, 2016.
Pursuant to an Agreement and Plan of Merger, dated as of January 25, 2017, by and among the Registrant, AltaGas Ltd. (“Parent”) and Wrangler, Inc., an indirect, wholly owned subsidiary of Parent (“Merger Sub”), on July 6, 2018, Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as an indirect, wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, the Registrant has terminated the offering of its securities pursuant to the Prior Registration Statements. In accordance with undertakings made by the Registrant in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under the Prior Registration Statements.
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 FormS-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 this 13th day of July, 2018.
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| WGL HOLDINGS, INC. |
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| By: | | /s/ Vincent L. Ammann, Jr. |
| | Vincent L. Ammann, Jr. |
| | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| | | | WGL HOLDINGS, INC. (Registrant) |
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| July 13, 2018 | | | | By: | | /s/ Adrian P. Chapman |
| | | | | | Adrian P. Chapman |
| | | | | | President and Chief Executive Officer |
| | | | | | (principal executive officer) |
| | | |
| July 13, 2018 | | | | By: | | /s/ Vincent L. Ammann, Jr. |
| | | | | | Vincent L. Ammann, Jr. |
| | | | | | Executive Vice President and Chief Financial Officer |
| | | | | | (principal financial officer) |
| | | |
| July 13, 2018 | | | | By: | | /s/ William R. Ford |
| | | | | | William R. Ford |
| | | | | | Vice President and Chief Accounting Officer |
| | | | | | (principal accounting officer) |
| | | | |
Signature | | Title | | Date |
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/s/ Vincent L. Ammann, Jr. | | Director | | July 13, 2018 |
| Vincent L. Ammann, Jr. | | | | |
| | |
/s/ Nancy C. Floyd | | Director | | July 13, 2018 |
| Nancy C. Floyd | | | | |
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/s/ David M. Harris | | Director | | July 13, 2018 |
| David M. Harris | | | | |
| | |
/s/ Terry D. McCallister | | Director | | July 13, 2018 |
| Terry D. McCallister | | | | |
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have 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 July 13, 2018.
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| WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN |
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By: | | /s/ Vincent L. Ammann, Jr. |
| | Vincent L. Ammann, Jr. |
| | Plan Administrator |
| |
| By: | | /s/ Luanne S. Gutermuth |
| | Luanne S. Gutermuth |
| | Plan Administrator |
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| WASHINGTON GAS LIGHT COMPANY CAPITAL APPRECIATION/UNION EMPLOYEES’ SAVINGS PLAN. |
| |
| By: | | /s/ Vincent L. Ammann, Jr. |
| | Vincent L. Ammann, Jr. |
| | Plan Administrator |
| |
By: | | /s/ Luanne S. Gutermuth. |
| | Luanne S. Gutermuth |
| | Plan Administrator |
