File No. 69-234
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2/A
Amendment No. 1
Statement by Holding Company Claiming Exemption under Rule U-3A-2
From the Provisions of the Public Utility Holding Company
Act of 1935
To Be Filed Annually Prior to March 1
WASHINGTON ENERGY COMPANY
APRIL 29, 1994
File No. 69-234
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2/A
Amendment No. 1
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from
the Provisions of the Public Utility Holding Company Act of 1935
To be Filed Annually Prior to March 1
WASHINGTON ENERGY COMPANY
(Name of Company)
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
this amendment to its statement claiming exemption as a holding company from
the provisions of the Public Utility Holding Company Act of 1935, and submits
the following information:
1. Name, State of Organization, Location and Nature of Business of Claimant
and Every Subsidiary Thereof, Other Than Any Exempt Wholesale Generator
(EWG) or Foreign Utility Company In Which Claimant Directly or
Indirectly Holds an Interest.
Claimant: Washington Energy Company, organized in the State of Washington - a
holding company owning directly, all of the outstanding common stock of
Washington Natural Gas Company, Thermal Efficiency, Inc., Thermal Energy,
Inc., Washington Energy Resources Company, ThermRail, Inc., WECO Finance
Company, Washington Energy Services Company and Holdings Northwest, Inc., and
indirectly, the interests in other companies as described below.
Subsidiaries of Claimant:
Washington Natural Gas Company, a Washington corporation, distributes natural
gas at the retail level in the Puget Sound area of western Washington.
WNG CAP I, Inc., a Washington corporation, and WNG CAP II, Inc., a
Washington corporation, are wholly-owned subsidiaries which were formed
to provide operational flexibility with respect to firm transportation
agreements of Washington Natural Gas Company.
Thermal Efficiency, Inc., a Washington corporation, together with Holdings
Northwest, Inc., owns Unisyn, which is a discontinued operation that has
developed technology to process animal waste.
Holdings Northwest, Inc., a Washington corporation, has a partnership interest
together with Thermal Efficiency in Unisyn.
Unisyn, a Hawaii general partnership, is owned 100% by Thermal
Efficiency, Inc., and Holdings Northwest, Inc. This discontinued
operation has developed and patented technology to convert organic waste
into various products addressing the problem of world wide pollution
from organic waste.
PAGE 3
Thermal Energy, Inc., a Washington corporation, owns or leases coal and
surface rights to coal in Montana.
Thermal Resources, Inc., a Montana corporation, is a wholly-owned
subsidiary of Thermal Energy, Inc. Thermal Resources, Inc., is a single
purpose company that leases coal in Montana to Montco, a partnership
controlled by Thermal Energy, Inc.
Washington Energy Resources Company, a Washington corporation, is a holding
company for corporate oil and gas exploration, development and production
investments.
Washington Energy Exploration Company, a Washington corporation, is a
wholly-owned subsidiary of Washington Energy Resources Company, and a
participant in joint ventures with others in oil and gas exploration,
development and production operations in various areas of the United
States and Canada.
Washington Energy Oil Company, a Washington corporation, is a wholly-
owned subsidiary of Washington Energy Resources Company, and is an oil
and natural gas production and marketing company.
Washington Energy Marketing, Inc., a Washington corporation, is a
wholly-owned subsidiary of Washington Energy Resources Company, and is
an oil and natural gas marketing company.
ThermRail, Inc., a Washington corporation, was formed to participate as a
partner in the Tongue River Railroad Company, to transport coal from future
mines in Montana's Tongue River area to existing east-west rail lines.
Tongue River Holdings, Inc., a Montana corporation, is a limited partner
in Tongue River Railroad Company, a Montana limited partnership.
ThermRail, Inc., owns 87.5% of the common stock of this corporation.
WECO Finance Company, a Washington corporation, was formed to finance energy-
related activities and is holder of the common stock of Mercer Insurance
Company Limited.
Mercer Insurance Company Limited, a wholly-owned subsidiary of WECO
Finance Company, is a Bermuda domiciled corporation providing primary
insurance for Washington Energy Company and its affiliates.
Washington Energy Services Company, a Washington corporation, was formed
October 1, 1993 to consolidate the merchandise marketing activities that
previously were part of Washington Natural Gas Company and Thermal Efficiency,
Inc.
PAGE 4
4. The Following Information for the Reporting Period (Year Ended September
30, 1993) With Respect to Claimant and Each Interest It Holds Directly
or Indirectly in an EWG or a Foreign Utility Company, Stating Monetary
Amounts in United States Dollars:
(a) Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission and distribution of electric energy for sale or for
the distribution at retail of natural or manufactured gas.
Claimant: None, claimant does not hold any interest either directly or
indirectly in an EWG or foreign utility company.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
Claimant: None, no system company holds an interest either directly or
indirectly in an EWG or foreign utility company.
(c) Type and amount of capital invested, directly or indirectly, by
the holding company claiming exemption; any direct or indirect
guarantee of the security of the EWG or foreign utility company by
the holding company claiming exemption; and any debt or other
financial obligation for which there is recourse, directly or
indirectly, to the holding company claiming exemption or another
system company, other than the EWG or foreign utility company.
Claimant: None.
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
Claimant: None, claimant does not hold any interest either directly or
indirectly in an EWG or a foreign utility company.
(e) Identify any service, sales or construction contract(s) between
the EWG or foreign utility company and a system company, and
describe the services to be rendered or goods sold and fees or
revenues under such agreement(s).
Claimant: None, no system company has any service, sales or construc
tion contract(s) with an EWG or foreign utility company.
PAGE 5
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.
There are no relationships of EWG's or foreign utility companies to associate
companies in the holding company system.
The above-named claimant has caused this amendment to its statement to be duly
executed on its behalf by its authorized officer on the 29th day of April
1994.
WASHINGTON ENERGY COMPANY
(Name of Claimant)
(CORPORATE SEAL)
By /s/ William P. Vititoe
William P. Vititoe
Chairman of the Board and
Chief Executive Officer
Attest:
By /s/ T.J. Hogan
T. J. Hogan, Corporate Secretary
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:
William P. Vititoe, Chairman
and Chief Executive Officer
Washington Energy Company
815 Mercer Street
P. O. Box 1869
Seattle, Washington 98111
