- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 8-K ------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: December 12, 1996 I.R.S. Employer Commission State of Identification File 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 98109 (Address of Registrant's principal executive offices) Registrant's telephone number, including area code: (206) 622-6767 - ------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS a) On December 11, 1996, Washington Energy Company, parent company of Washington Natural Gas Company, issued the following: Stipulation for Merger Settlement is Filed Washington Energy Company (through its principal subsidiary, Washington Natural Gas Company) and Puget Sound Power & Light Company today (December 11, 1996) filed a stipulated settlement agreement in the companies' merger proposal before the Washington Utilities and Transportation Commission ("Commission"). The settlement agreement was signed by the regulatory staff of the Commission and by the Public Counsel Section of the Washington State Office of the Attorney General, as well as by the two companies. The next step in the regulatory process is a hearing on the stipulated agreement, tentatively set for December 18, followed by the filing of final briefs on January 3, 1997. The Commission is expected to render its decision in early January. The Commission's decision is the only regulatory approval required for completion of the merger. If the Commission's final order is issued in a timely manner and is satisfactory to the Boards of Directors of the respective companies, the merger could be effective January 31, 1997. 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 December 12, 1996