As filed with the Securities and Exchange Commission on August 2, 2002
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SECURITIES AND EXCHANGE COMMISSION |
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Post-Effective Amendment No. 1 _________________________ |
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POTOMAC ELECTRIC POWER COMPANY as specified in its charter) |
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District of Columbia and Virginia of incorporation) |
53-0127880 (I.R.S. Employer Identification No.) |
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_________________________ Washington, D.C. 20068 (Address, including zip code, of registrant's principal executive offices) _________________________ |
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Stock Compensation Plan for the Board of Directors of Potomac Electric Power Company _________________________ |
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Ellen Sheriff Rogers |
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This Post-Effective Amendment No. 1 is being filed to amend the registration statement (the
"Registration Statement") on Form S-8 (File No. 333-57221), pursuant to which Potomac Electric Power
Company (the "Registrant")registered 294,569 shares of its common stock, $1.00 par value ("Pepco
Common Stock") for offer and sale pursuant to the Stock Compensation Plan for the Board of Directors of
Potomac Electric Power Company (the "Plan").
On August 1, 2002, in accordance with an Agreement and Plan of Merger, dated as of February 9,
2001, among the Registrant, New RC, Inc., now named Pepco Holdings, Inc. ("Pepco Holdings"), and
Conectiv, the Registrant and Conectiv combined their businesses by merging with acquisition subsidiaries
of Pepco Holdings (the "Merger"). As a result of the Merger, the Registrant and Conectiv each have
become subsidiaries of Pepco Holdings and the outstanding shares of Pepco Common Stock were
converted in the right to receive shares of Pepco Holdings common stock, par value $.01 per share ("Pepco
Holding Common Stock"). In connection with the Merger, all outstanding awards under the Plan were
converted into awards with respect to Pepco Holdings Common Stock and no future awards will be made
under the Plan.
In accordance with its undertaking in the Registration Statement to remove from registration, by
means of a post-effective amendment, any of the registered securities that remain unsold at the
termination of the offering, the Registrant hereby amends the Registration Statement to remove from
registration all shares of Pepco Common Stock that remained unsold at the time of the Merger.
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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 this Post-Effective Amendment No. 1 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 1st day of August 2002. |
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POTOMAC ELECTRIC POWER COMPANY |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following person in the capacities indicated. |
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Signature |
Title Chairman of the Board (principal executive officer) |
Date |
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