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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: February 5,1997
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 February 5, 1997, Washington Energy Company,
parent company of Washington Natural Gas Company, issued the following
press release:
PUGET POWER/WASHINGTON ENERGY MERGER
DECISION ISSUED BY WASHINGTON COMMISSION
BELLEVUE, WASHINGTON - The Washington Utilities & Transportation Commission
today (February 5) announced it has given its approval for Puget Sound Power
& Light Company and Washington Energy Company to merge their respective
electric and natural gas operations into a single company.
Both companies said the final step in the merger approval process is
scheduled to occur on Friday afternoon, February 7, when both companies'
Boards of Directors are scheduled to meet separately and concurrently to
review the Commission's order. The purpose of their review is to decide
whether to give their final approval to the merger. If both Boards give their
approval, the new company - Puget Sound Energy - could be formed after the
close of trading on the New York Stock Exchange on Monday, February 10.
Shares of Puget Sound Energy stock (NYSE: PSD) could begin trading as early
as Tuesday, February 11.
Both companies had entered into a stipulated merger settlement proposal on
December 11, 1996, with the Commission's Regulatory Staff, and with the
Public Counsel Section of the Washington State Attorney General's Office. The
stipulated settlement outlined a 5-year rate stability plan that, among other
things, would provide a period of rate certainty for customers while still
providing Puget Sound Energy the opportunity to earn a reasonable return on
investment.
The two companies announced their intention to merge on October 18, 1995, and
shareholders of both companies approved the merger on March 20, 1996.
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
February 5,1997