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Previous: MERRILL LYNCH MUNICIPAL BOND FUND INC, NSAR-A, 1994-03-01 |
Next: FIDELITY CAPITAL TRUST, 497J, 1994-03-01 |
File No. 69-234
FORM U-3A-2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2
FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935
WASHINGTON ENERGY COMPANY
FEBRUARY 28, 1994
PAGE 2
FORM U-3A-2
File No. 69-234
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 U-3A-2 (now Regulation Section 250.2) its
statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935.
In support of such claim for exemption, the following information
is submitted:
1. Name, State of Organization, Location and Nature of Business
of Claimant and Every Subsidiary Thereof.
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 subsidiar
ies 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 corpora
tion, 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 produc
tion 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
2. A Brief Description of the Properties of Claimant and Each
of its Subsidiary Public Utility Companies Used for the
Generation, Transmission and Distribution of Electric Energy
for Sale, or for the Production and Distribution of Natural
or Manufactured Gas, Indicating the Location of Principal
Generating Plants, Transmission Lines, Producing Fields,
Manufacturing Plants and Electric and Gas Distribution
Facilities, Including all Such Properties Which are Outside
the State in Which Claimant and its Subsidiaries are
Organized and all Transmission or Pipelines Which Deliver or
Receive Electric Energy or Gas at the Borders of Such State.
Claimant: None.
Subsidiary Public Utility Companies: The property of Washington
Natural Gas Company (the only subsidiary public utility company)
consists essentially of an underground natural gas distribution
system and associated facilities owned in fee in 65 cities and
towns (principally Seattle and Tacoma) and parts of five counties
in the Puget Sound region of the State of Washington.
3. The Following Information for the Last Fiscal Year (Year
Ended September 30, 1993) With Respect to Claimant and Each
of Its Subsidiary Public Utility Companies:
(a) Number of Kwh of electric energy sold (at retail or
wholesale) and Mcf of natural or manufactured gas
distributed at retail.
Claimant: None.
Washington Natural Gas Company: a total of 65,115,400 Mcf,
adjusted to 1,000 Btu, of natural gas was sold at retail
during the year ended September 30, 1993.
(b) Number of Kwh of electric energy and Mcf of natural or
manufactured gas distributed at retail outside the
state in which each such company is organized.
Claimant: None.
(c) Number of Kwh of electric energy and Mcf of natural or
manufactured gas sold at wholesale outside the state in
which each such company is organized, or at the state
line.
Claimant: None.
Washington Natural Gas Company: a total of 9,550,400 Mcf of
natural gas was sold at wholesale outside or at the state
line of Washington State during the year ended September 30,
1993.
(d) Number of Kwh of electric energy and Mcf of natural or
manufactured gas purchased outside the state in which
each such company is organized or at the state line.
Claimant: None.
Washington Natural Gas Company: a total of 96,487,100 Mcf,
adjusted to 1,000 Btu of natural gas, was purchased outside
or at the state line of Washington State during the year
ended September 30, 1993.
PAGE 5
EXHIBIT A
A consolidating statement of income and surplus of Washington
Energy Company and its subsidiary companies for the last fiscal
year, together with a consolidating balance sheet of Washington
Energy Company and its subsidiary companies as of the close of
such fiscal year. Thermal Efficiency, Inc. Consolidated includes
Holdings Northwest, Inc.
STATEMENT CONCERNING UNDERTAKINGS
In its Form U-3A-2 for its fiscal year ended September 30, 1978,
Washington Energy Company, as part of its statement claiming an
exemption under Rule U-3A-2, made certain undertakings (the
"Undertakings"). The Undertakings were made subject to change in
the event of legislation, agency policy or rule changes or
judicial or agency decisions. Washington Energy Company hereby
states that, because of changes in agency policy, it no longer
considers itself to be bound by the Undertakings, including any
modification of any of the Undertakings.
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on the 28th day
of February 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 correspon
dence 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
<TABLE>
PAGE 1
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Statement of Income and Retained Earnings Page 1 of 6
For the Year Ended September 30, 1993
(in thousands)
- -------------------------------------------------------------------------------------------------------------
Washington Washington Thermal Washington Thermal
Energy Natural Gas Energy, Inc. Energy Efficiency,
Company Company Consolidated Resources Co Inc.
Consolidated Consolidated
- -------------------------------------------------------------------------------------------------------------
<f> <C> <C> <C> <C> <C>
Operating revenues $ - $ 431,063 $ - $ 31,618 $ 7,055
Operating expenses
Purchases of gas 181,157
Utility operations and maintenance 68,045
Other operations 272 55,801 57 10,058 5,825
Depreciation, depletion and
amortization 27,782 10,091
General taxes 2 38,979 3,769 79
Federal income taxes (2,084) 9,497 (126) 689 (113)
------------ ------------ ------------ ------------ ------------
Total operating expenses (1,810) 381,261 (69) 24,607 5,791
------------ ------------ ------------ ------------ ------------
Operating income (loss) 1,810 49,802 69 7,011 1,264
Other income (expense), net
Preferred dividend requirement-WNG (2,612)
Other 16,298 (1,198) 59 1,635 17
------------ ------------ ------------ ------------ ------------
Gross income 15,496 48,604 128 8,646 1,281
Interest charges 5,849 26,833 1,322 4,022 1,392
------------ ------------ ------------ ------------ ------------
Income (loss) from continuing operations 9,647 21,771 (1,194) 4,624 (111)
Loss from discontinued operations (12,388)
Net income (loss) 9,647 21,771 (1,194) 4,624 (12,499)
Retained earnings beginning of period 31,193 55,088 4,576 (2,943) (13,090)
Dividends - preferred stock 101 2,720
- common Stock 32,282 26,045
------------ ------------ ------------ ------------ ------------
Retained earnings end of period $ 8,457 $ 48,094 $ 3,382 $ 1,681 $ (25,589)
============ ============ ============ ============ ============
PAGE 2
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Statement of Income and Retained Earnings (continued) Page 2 of 6
For the Year Ended September 30, 1993
(in thousands)
- ------------------------------------------------------------------------------------------------
WECO ThermRail, Washington
Finance Inc. Energy Company
Company Consolidated Eliminations Consolidated
- ------------------------------------------------------------------------------------------------
<f> <C> <C> <C> <C>
Operating revenues $ 1,310 $ - $ (654) $ 470,392
Operating expenses
Purchases of gas (264) 180,893
Utility operations and maintenance (389) 67,656
Other operations 3,914 75,927
Depreciation, depletion and
amortization 37,873
General taxes 42,829
Federal income taxes (869) 21 2,717 9,732
------------ ------------ ------------ ------------
Total operating expenses 3,045 21 2,064 414,910
------------ ------------ ------------ ------------
Operating income (loss) (1,735) (21) (2,718) 55,482
Other income (expense), net
Preferred dividend requirement-WNG (2,612)
Other 141 (16,397) 555
------------ ------------ ------------ ------------
Gross income (1,594) (21) (19,115) 53,425
Interest charges 48 (37) (8,039) 31,390
------------ ------------ ------------ ------------
Income (loss) from continuing operations (1,642) 16 (11,076) 22,035
Loss from discontinued operations (12,388)
Net income (loss) (1,642) 16 (11,076) 9,647
Retained earnings beginning of period 1,530 87 (45,248) 31,193
Dividends - preferred stock (2,720) 101
- common Stock (26,045) 32,282
------------ ------------ ------------ ------------
Retained earnings end of period $ (112) $ 103 $ (27,559) $ 8,457
============ ============ ============ ============
PAGE 3
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet Page 3 of 6
September 30, 1993
(in thousands)
- -------------------------------------------------------------------------------------------------------------
Washington Washington Thermal Washington Thermal
Energy Natural Gas Energy, Inc. Energy Efficiency,
Company Company Consolidated Resources Co Inc.
Consolidated Consolidated
- -------------------------------------------------------------------------------------------------------------
Assets
<f> <C> <C> <C> <C> <C>
Property, plant and equipment
Utility plant $ - $ 888,944 $ - $ - $ -
Oil and gas, coal and other 46,684 206,014 822
Accumulated provisions for depreciation,
depletion and amortization (215,474) (9,590) (70,447) (244)
------------ ------------ ------------ ------------
Net property, plant and equipment 673,470 37,094 135,567 578
Investment in associated companies 302,926
Current assets
Cash and cash equivalents (1,938) 9,773 1,457
Receivables, net 1,774 52,007 1,151 13,750 2,191
Accounts and notes receivable -
associated companies 177,222 4,459 3 1,036
Materials and supplies 39,606 887 286
------------ ------------ ------------ ------------ ------------
Total current assets 177,058 105,845 1,154 16,094 3,513
Other assets and deferred charges
Utility tax asset 18,767
Deferred charges and other 235 36,434 1,966 566
------------ ------------ ------------ ------------
Total other assets and deferred charges 235 55,201 1,966 566
------------ ------------ ------------ ------------ ------------
Total assets $ 480,219 $ 834,516 $ 38,248 $ 153,627 $ 4,657
============ ============ ============ ============ ============
PAGE 4
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (continued) Page 4 of 6
September 30, 1993
(in thousands)
- ------------------------------------------------------------------------------------------------
WECO ThermRail, Washington
Finance Inc. Energy Company
Company Consolidated Eliminations Consolidated
- ------------------------------------------------------------------------------------------------
Assets
<f> <C> <C> <C> <C>
Property, plant and equipment
Utility plant $ - $ - $ - $ 888,944
Oil and gas, coal and other 4,784 258,304
Accumulated provisions for depreciation,
depletion and amortization (295,755)
------------ ------------
Net property, plant and equipment 4,784 851,493
Investment in associated companies (302,926)
Current assets
Cash and cash equivalents 3,757 13,049
Receivables, net 967 123 (800) 71,163
Accounts and notes receivable -
associated companies (182,720)
Materials and supplies 40,779
------------ ------------ ------------ ------------
Total current assets 4,724 123 (183,520) 124,991
Other assets and deferred charges
Utility tax asset 18,767
Deferred charges and other 1,195 409 40,805
------------ ------------ ------------
Total other assets and deferred charges 1,195 409 59,572
------------ ------------ ------------ ------------
Total assets $ 5,919 $ 5,316 $(486,446) $1,036,056
============ ============ ============ ============
PAGE 5
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (continued) Page 5 of 6
September 30, 1993
(in thousands)
- -------------------------------------------------------------------------------------------------------------
Washington Washington Thermal Washington Thermal
Energy Natural Gas Energy, Inc. Energy Efficiency,
Company Company Consolidated Resources Co Inc.
Consolidated Consolidated
- -------------------------------------------------------------------------------------------------------------
Capitalization and Liabilities
<f> <C> <C> <C> <C> <C>
Capitalization
Common shareholders' interest $ 322,931 $ 262,334 $ 9,382 $ 40,683 $ (17,689)
Redeemable preferred stock 5,886 17,300
Long-term debt 353,400
------------ ------------ ------------ ------------ ------------
Total capitalization 328,817 633,034 9,382 40,683 (17,689)
Current liabilities
Notes payable and commercial paper 145,498
Sinking fund requirements 188 5,580
Accounts payable and other current
liabilities 1,523 38,693 16,826 2,999
Accounts and notes payable -
associated companies 4,193 49,809 16,856 80,879 26,351
Accrued taxes 10,755 3,411 32
------------ ------------ ------------ ------------ ------------
Total current liabilities 151,402 104,837 16,856 101,116 29,382
Deferred credits and other liabilities
Accumulated deferred income taxes 62,480 12,010 11,464 (7,036)
Other utility tax liabilities 13,139
Unamortized investment tax credits 10,913
Contributions in aid of construction 10,113
Other 364
------------ ------------ ------------ ------------
Total deferred credits and
other liabilities 96,645 12,010 11,828 (7,036)
------------ ------------ ------------ ------------ ------------
Total capitalization and liabilities $ 480,219 $ 834,516 $ 38,248 $ 153,627 $ 4,657
============ ============ ============ ============ ============
PAGE 6
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (continued) Page 6 of 6
September 30, 1993
(in thousands)
- ------------------------------------------------------------------------------------------------
WECO ThermRail, Washington
Finance Inc. Energy Company
Company Consolidated Eliminations Consolidated
- ------------------------------------------------------------------------------------------------
Capitalization and Liabilities
<f> <C> <C> <C> <C>
Capitalization
Common shareholders' interest $ 988 $ 1,102 $ 296,800) $ 322,931
Redeemable preferred stock (5,886) 17,300
Long-term debt 353,400
------------ ------------ ------------ ------------
Total capitalization 988 1,102 (302,686) 693,631
Current liabilities
Notes payable and commercial paper 145,498
Sinking fund requirements (240) 5,528
Accounts payable and other current
liabilities 4,744 (801) 63,984
Accounts and notes payable -
associated companies 808 3,823 (182,719)
Accrued taxes 14,198
------------ ------------ ------------ ------------
Total current liabilities 5,552 3,823 (183,760) 229,208
Deferred credits and other liabilities
Accumulated deferred income taxes (621) 391 78,688
Other utility tax liabilities 13,139
Unamortized investment tax credits 10,913
Contributions in aid of construction 10,113
Other 364
------------ ------------ ------------
Total deferred credits and
other liabilities (621) 391 113,217
------------ ------------ ------------ ------------
Total capitalization and liabilities $ 5,919 $ 5,316 $(486,446) $1,036,056
============ ============ ============ ============
</TABLE>
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