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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: March 21, 1996
I.R.S. Employer
Commission State of Identification
File Number Registrant Incorporation Number
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001-11227 Washington Energy Company Washington 91-1005304
001-11271 Washington Natural Gas Company Washington 91-1005303
815 Mercer Street, Seattle, Washington 98109
(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 March 20, 1996, Washington Energy Company, parent company of Washington
Natural Gas Company, and Puget Sound Power & Light Company issued the
following press release:
MERGER OF PUGET POWER AND WASHINGTON ENERGY APPROVED BY SHAREHOLDERS;
NEW NAME ANNOUNCED
SEATTLE, WA -- Shareholders of Puget Sound Power & Light Company and
Washington Energy Company, voting as separate groups, today approved the merger
of the two companies. Before the merger becomes final, however, it must also be
approved by state regulators.
Shareholders today also learned the new name chosen for the merged
company: Puget Sound Energy.
"We believe, and our customer focus groups agreed, that the name should
indicate we are an integral part of this region -- accessible, responsible, and
a good neighbor," said Richard R. Sonstelie, president and CEO of Puget Sound
Power & Light Company and chairman-designate of the new company.
"The name clearly says who we are, and where we are," said William P.
Vititoe, chairman of Washington Energy and its utility subsidiary, Washington
Natural Gas, and president-designate of the new company. "By linking our company
to the regional community, it conveys the accessibility and responsiveness that
will be our hallmarks," he said.
The companies announced merger plans on October 18, 1995, following
unanimous approval by their boards of directors. On February 20, Puget Power and
Washington Natural Gas filed an application with the Washington Utilities &
Transportation Commission, requesting approval of the merger.
The companies have requested that the Commission expedite the review
process and approve the merger during the second half of 1996.
The new company would serve 840,000 electric and 475,000 natural gas
customers (including 250,000 customers served by both companies), within a
service territory covering approximately 6,000 square miles in western
Washington state.
The merger proposal required an affirmative vote of two-thirds of common
shares outstanding for both Puget Power and Washington Energy. Of proxies
received, approximately 96 percent of Puget Power common shares and
approximately 98 percent of Washington Energy common shares were cast in favor
of the merger.
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.
Puget Sound Power & Light Company common stock trades on the New York
Stock Exchange (NYSE) under the symbol, "PSD." Washington Energy Company common
stock trades on the NYSE under the symbol, "WEG."
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
James P. Torgerson
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer; the
Principal Financial Officer
WASHINGTON NATURAL GAS COMPANY
by /s/ James P. Torgerson
James P. Torgerson
Executive Vice President,
Chief Administrative Officer and
Chief Financial Officer; the
Principal Financial Officer
March 21, 1996