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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-K/A
Amendment No. 1
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X Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee Required)
For the fiscal year ended September 30, 1993
or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from ____________ to ____________.
I.R.S.
Commission Employer
File Exact Name of Registrant as State of Identification
Number Specified in Its Charter Incorporation Number
- ---------- ------------------------------ ------------- --------------
001-11227 Washington Energy Company Washington 91-1005304
001-11271 Washington Natural Gas Company Washington 91-1005303
Address of Principal Executive Offices Zip Code
815 Mercer Street, Seattle, Washington 98109
Registrants' Telephone Number, Including Area Code
(206) 622-6767
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Common Stock, $5 Par Value of New York Stock Exchange
Washington Energy Company
7.45% Preferred Stock, New York Stock Exchange
Series II, $25 Par Value of
Washington Natural Gas Company
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No _
Aggregate market value of the voting stock held by non-affiliates of Washington
Energy Company, computed by reference to the average of the high and low prices
of such stock on December 15, 1993: $426,285,000.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
Outstanding
Registrant Title of Stock December 15, 1993
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Washington Energy Company $5 par value 23,405,594
Washington Natural Gas Company $5 par value 10,524,409
Documents Incorporated by Reference: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Washington Energy Company's knowledge, in definitive proxy or informa-
tion statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K._
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Item 10. Directors and Executive Officers of the Registrants
(a) Directors: (As to Washington Energy and Washington Natural)
Year First
Name, Present Occupation and Elected as
Experience for Past Five Years Age Director(1)
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Virginia Anderson (3) (4) 46 1991
Director of Seattle Center, City of Seattle
since 1988.
Robert F. Bailey (3) (5) (6) 61 1988
President of Trans Republic Energy, L.P., an
oil and gas investment company since January
1992 and Mabelle, Inc., an oil and gas pro-
duction company. Previously he was President of
Alta Energy Corporation, Midland, Texas, an oil
and gas drilling and production company operating
primarily in the southwestern United States.
Donald J. Covey (2) (3) 65 1982
Chairman of the Board of Directors of UNICO
Properties, Inc., Seattle, since 1992, Chairman
and Chief Executive Officer, 1990 to 1992,
President and Chief Executive Officer, 1985 to
1990. UNICO Properties, Inc., manages several
major office buildings in downtown Seattle.
John W. Creighton, Jr. (5) (6) 61 1989
President of Weyerhaeuser Company, Tacoma,
Washington, a forest products company,
since 1988.
Robert L. Dryden (4) (5) 60 1991
Executive Vice President, Boeing Commercial
Airplane Group. From November 1987 to January
1990, he served as President of Boeing Military
Airplanes in Wichita, Kansas.
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Robert R. Golliver (2) (4) 58 1979
President and Chief Operating Officer of
Washington Energy and Washington Natural.
Tomio Moriguchi (2) (3) 57 1988
President of Uwajimaya, Inc., food and
merchandise distributor, retailer, and exporter,
President, Town and Country Travel, Inc., and
President, North American Post Publishing Company.
Sally G. Narodick (4) (5) 48 1989
Chairman and Chief Executive Officer of
Edmark Corporation, Redmond, Washington, a
developer of special education software and
print curriculum materials, since October
1989. From April 1987 to October 1989, she
was a founder and partner of Narodick, Ross
& Associates, a Seattle-based financial and
marketing consulting firm. Previously she
was Senior Vice President of the retail
services division of Seafirst Corporation,
a subsidiary of Bank of America, N.T. and S.A.
James A. Thorpe (2) (4) (6) 64 1972
Chairman of the Board of Directors and Chief
Executive Officer of Washington Energy and
Washington Natural.
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The Washington Energy Directors serve in three classes for staggered terms
whereby only Directors in a particular class are elected at each annual meet-
ing of stockholders. The term of Directors Bailey, Creighton and Thorpe
expires in 1996; that of Directors Anderson, Moriguchi and Narodick expires in
1994 and that of Directors Covey, Dryden and Golliver expires in 1995. Each
Director has served continuously since the date of his or her first election
as a director of Washington Energy. The next annual meeting of stockholders
is scheduled to be held February 25, 1994. In case of a vacancy on the Board
of Directors, the remaining Directors, by majority vote, may elect a successor
to serve until the next annual meeting of stockholders. The Washington
Natural Directors are elected annually. There are no family relationships
between any of the Directors, or any Director and any executive officer of the
Company.
Certain of the Directors are also Directors of other companies that make peri-
odic filings with the Securities and Exchange Commission as follows: Virginia
Anderson - Columbia Bank; Robert F. Bailey - Texas Commerce Bank-Midland;
John W. Creighton, Jr. - Weyerhaeuser Company, Mortgage Investments Plus,
Inc., Portland General Corporation and Quality Food Centers, Inc.; Robert L.
Dryden - U.S. Bancorp-U.S. Bank of Washington; Tomio Moriguchi - Seafirst
Corporation, a subsidiary of the Bank of America N.T. & S.A.; Sally G.
Narodick - Edmark Corporation, Pacific Northwest Bank and Penwest; and
James A. Thorpe - Seafirst Corporation, a subsidiary of the Bank of America
N.T. & S.A.
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(1) Directors first elected prior to 1979 were elected to Directorship in
Washington Natural; predecessor to Washington Energy
(2) Member of Executive Committee (Chairman is James A. Thorpe)
(3) Member of Audit Committee (Chairman is Donald J. Covey)
(4) Member of Administrative Committee (Chairman is Sally G. Narodick)
(5) Member of Compensation and Benefits Committee (Chairman is John W.
Creighton)
(6) Member of Nominating Committee (Chairman is Robert F. Bailey)
(b) Executive Officers: (As to Washington Energy and Washington Natural)
See data following Item 4 of Part I.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and its executive officers to file reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission and the
New York Stock Exchange. Directors and executive officers are also required
by the Commission regulations to furnish the Company with copies of all such
reports that they file. Based solely on its review of the copies of such
forms received by it, the Company believes that all filing requirements
applicable to its Directors and executive officers were complied with during
the fiscal year ended September 30, 1993, except that James A. Thorpe,
Chairman of the Board and Chief Executive Officer of the Company, did not file
SEC Form 4 and did not timely file SEC Form 5 to report the exercise on January
28, 1993 of stock appreciation rights (SARs) with respect to 5,860 shares of
the Company's Common Stock and the exercise of an option to purchase 1,564
shares of the Company's Common Stock (as described in Item 11 of this report),
which SARs and option had been granted to Mr. Thorpe pursuant to the Company's
Stock Option Plan.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrants have duly caused this report to be signed on
their behalf by the undersigned, thereunto duly authorized.
WASHINGTON ENERGY COMPANY
/s/ Karl R. Karzmar
(Karl R. Karzmar, Vice President, Corporate Controller
and Assistant Treasurer)
WASHINGTON NATURAL GAS COMPANY
/s/ Karl R. Karzmar
(Karl R. Karzmar, Vice President, Chief Accounting
Officer and Assistant Treasurer)
May 2, 1994