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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report February 21, 1996
I.R.S.
Commission Employer
File State of Identification
Number Registrant Incorporation Number
001-11227 Washington Energy Company Washington 91-1005304
001-11271 Washington Natural Gas Company Washington 91-1005303
815 Mercer Street, Seattle, Washington 98111
(Address of Registrant's principal executive offices)
Registrant's telephone number, including area code: (206) 622-6767
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Item 5. Other Events
a) On February 20, 1996, Washington Energy Company, parent company of
Washington Natural Gas Company, and Puget Sound Power & Light Company issued
the following press release:
Merger proposal filed with state utilities commission
SEATTLE -- Puget Sound Power & Light Company today joined
Washington Natural Gas Company and its parent company, Washington Energy
Company, in formally asking the Washington Utilities & Transportation
Commission to approve the companies' proposed merger. Approval by
the Commission, which regulates the utility operations of the
companies, is a requirement before the merger can be completed.
Puget Power and Washington Energy Company announced merger
plans on Oct. 18, 1995, following unanimous approval by their
boards of directors.
The new company formed by this strategic merger of equals
would serve 840,000 electric and 475,000 natural gas customers
(including an overlap of 250,000 customers for both types of
energy), within a service territory covering approximately 6,000
square miles in western Washington state. The merger also has
been submitted for approval to the companies' shareholders, who
will vote in separate meetings on March 20, 1996.
In today's filing, the companies outlined a number of
potential benefits from the Commission's approval of the
companies' merger plan, including:
- - LOWER COSTS AND THEREFORE LOWER PRICES OVER THE LONG TERM
THAN COULD BE ACHIEVED IF THE COMPANIES OPERATED
INDEPENDENTLY. For example, the companies are proposing a
five-year period of rate stability (Jan. 1, 1997, to Dec.
31, 2001). General rates for natural gas would remain
unchanged over the five years, while those for electricity
would increase by 1 percent in the first four years and
remain unchanged in 2001. These increases would be more
than offset by an anticipated electric rate decrease of
about 5.6 percent in 1997 due to elimination of Puget
Power's periodic rate adjustment mechanism (PRAM).
- - EXPANDED CHOICE FOR CUSTOMERS. As a combined company without
bias toward either electricity or natural gas, the new
company will be able to increase efforts to build customer
awareness of both gas and electricity and enable informed
choices that can help consumers reduce their energy costs by
using resources efficiently.
- - HIGH QUALITY OF SERVICE. The overlapping service territories
provide a unique opportunity to coordinate and integrate
many operations of two energy distribution businesses, which
should result in enhanced customer service. The companies
are backing up their commitment to high-quality service by
proposing to create a quality service guarantee, to be
designed over the next two months in cooperation with
customers, the Commission staff and the Attorney General's
Office of Public Counsel.
- - ENVIRONMENTAL BENEFITS, achieved by facilitating fuel-
switching where appropriate; designing and sizing
distribution systems in an integrated manner, thereby
eliminating some electric system upgrades that would
otherwise be necessary; and allowing service facilities to
be combined.
- - A FINANCIALLY STRONGER COMPANY than either Puget Power or
Washington Energy Company would be on a stand-alone basis.
The companies asked the Commission to expedite the review
process and approve the merger during the second half of 1996.
Puget Power serves customers in Island, Jefferson, King,
Kitsap, Kittitas, Pierce, Skagit, Thurston and Whatcom counties.
Washington Natural Gas serves customers in King, Snohomish,
Pierce, Thurston and Lewis counties.
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Signatures
Pursuant to the Requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
WASHINGTON ENERGY COMPANY
by /s/ James P. Torgerson
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
WASHINGTON NATURAL GAS COMPANY
by /s/ James P. Torgerson
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer
February 21, 1996