As filed with the Securities and Exchange Commission on February 1, 1995.
Registration No. 33-______
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WASHINGTON ENERGY COMPANY
(exact name of registrant as specified in its charter)
WASHINGTON 91-1005304
(State of Incorporation) (IRS Employer I.D. No.)
815 Mercer Street, Seattle, Washington 98111
(Address of registrant's principal executive offices)
Registrant's telephone number, including area code: (206) 622-6767
___________________
JAMES P. TORGERSON MARION V. LARSON
Senior Vice President - Finance, Riddell, Williams, Bullitt &
Planning and Development and Walkinshaw
Chief Financial Officer Suite 4400, 1001 Fourth Ave. Plz.
Washington Energy Company Seattle, Washington 98154
815 Mercer Street Telephone: (206) 624-3600
(P.O. Box 1869)
Seattle, Washington 98111
Telephone: (206) 622-6767
(Names, addresses and telephone numbers of agents for service)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date hereof.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [X]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only
in connection with dividend or interest reinvestment plans, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities To Amount to be Price Per Offering Registration
Be Registered Registered Share (1) Price (1) Fee
Common Stock, 1,000,000
$5 par value shares $14.19 $14,190,000 $4,894
(1) Estimated solely for the purpose of calculating the filing fee, pursuant
to Rule 457(c), based upon the average of the composite high and low
selling prices of Washington Energy Company Common Stock on January 24,
1995.
PROSPECTUS
WASHINGTON ENERGY COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
$5 PAR VALUE COMMON STOCK
_____________
Washington Energy Company (the "Company") is offering to holders of its
common stock, $5.00 par value (the "Common Stock"), the opportunity to
participate in a Dividend Reinvestment and Stock Purchase Plan (the "Plan").
The Plan provides a convenient way for shareholders to reinvest their cash
dividends in additional shares of Common Stock; or to invest in additional
shares of Common Stock by making voluntary cash payments of not less than $25
up to a maximum of $5,000 per quarter while continuing to receive their
dividends on shares registered in their names; or to invest both cash
dividends and such voluntary cash payments to acquire additional shares of
Common Stock; in each case without paying any brokerage commission or service
charge upon such purchase.
Any holder of record of shares of Common Stock is eligible to enroll in
the Plan.
This Prospectus relates to the authorized and unissued shares of Common
Stock of the Company which have been registered for purchase under the Plan.
Shares will be purchased for participants in the Plan on the date a cash
dividend is paid on the Company's Common Stock. The price of shares purchased
by participants in the Plan with either reinvested dividends or voluntary cash
payments on the dividend payment date will be the average of the composite
high and low selling prices of the Common Stock on all exchanges as reported
by the National Association of Security Dealers on such date (or the next
preceding day on which such prices are reported if they are not so reported on
such dividend payment date. All dividends on shares credited to a
participant's account under the Plan will be automatically applied to the
purchase of additional shares on the relevant dividend payment date.
Underwriting Discounts
Price to Public* and Commissions Proceeds to Insurer*
Per Share $14.19 0 $14.19
Total $14,190,000 0 $14,190,000
* Since the prices at which the shares are to be sold fluctuate, it is
impossible to estimate at what price the shares will be purchased. The
amounts set forth above assume that all of the shares reserved for issuance
are purchased at the average of the composite high and low selling prices of
Washington Energy Company Common Stock as of January 24, 1995. It is
suggested this Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCU-
RACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
TION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 31, 1995
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C.;
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL;
and 7 World Trade Center, Suite 1300, New York, New York. Copies of this
material can also be obtained from the public reference sections of the
Commission at 450 Fifth Street, N.W., Washington D.C., at prescribed rates.
Such reports, proxy statements, and other information can also be inspected at
the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York.
INCORPORATED DOCUMENTS TO BE FURNISHED
Certain documents or parts thereof have been incorporated herein by reference,
as permitted by rules of the Securities and Exchange Commission. See
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE, below. In the event that any
such documents are not delivered with this Prospectus, the Company will
provide you, upon your written or oral request, with a copy of any and all the
information that has been incorporated by reference herein (not including
exhibits to the information that is incorporated by reference, unless such
exhibits are specifically incorporated by reference into the information that
the prospectus incorporates). Any such request for copies should be directed
to the Company's Treasury Department, 815 Mercer Street, (P.O. Box 1869),
Seattle, Washington 98111 (Telephone: (206) 622-6767).
THE COMPANY
Washington Energy Company (the "Company") is a holding company exempt from
regulation under the Public Utility Holding Company Act of 1935, except with
respect to acquisition of securities of other public utility companies as
defined in such act. The Company, through Washington Natural Gas Company
("Washington Natural"), its principal subsidiary, is engaged in the
distribution and sale of natural gas to residential, commercial and industrial
customers in the Puget Sound area of Washington.
The Company is also engaged, through subsidiaries, in various non-utility
activities: Washington Energy Services Company - sale of natural gas heating
equipment, monitored security systems and other energy efficiency products;
Thermal Energy, Inc. - future development of coal properties in Montana;
ThermRail, Inc. - ownership of an interest in a partnership proposing a rail
line to transport coal from southeastern Montana coal reserves; Washington
Energy Gas Marketing Company - holds and markets contractual rights to natural
gas pipeline transportation and storage capacity; and WECO Finance Company -
insurance and financial services.
The Company was incorporated in Washington in 1977 and acquired the common
stock of Washington Natural through a merger in August 1978. During the
fiscal year ended September 30, 1994, Washington Natural served an average of
444,623 residential, commercial and industrial customers. The address of the
Company's general office is 815 Mercer Street, (P.O. Box 1869), Seattle,
Washington 98111, and its telephone number is (206) 622-6767.
TABLE OF CONTENTS
Page Page
Description of the Plan........... Certificate for Shares..........
Purpose......................... Withdrawal......................
Advantages...................... Tax Consequences of Participation
Administration.................. in the Plan..................
Participation................... Other Information...............
Costs........................... Use of Proceeds...................
Purchases....................... Description of Common Stock.......
Voluntary Cash Investments...... Incorporation of Certain Documents
Reports to Participants......... by Reference..................
Dividends....................... Statement as to Indemnification...
Legal Opinions....................
DESCRIPTION OF THE PLAN
The following, in question and answer form, is a description of the provisions
of the Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of shares of Common
Stock of the Company with a simple and convenient method of investing their
cash dividends and/or making voluntary cash investments to purchase additional
shares of Common Stock at a price equal to market value without payment of any
brokerage commission or service charge. Since such additional shares will be
purchased from the Company, the Company will receive additional funds needed
for its continuing program of property additions and for general corporate
purposes. (See "Use of Proceeds".)
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may purchase additional shares of Common Stock by (a)
having cash dividends on their shares of Common Stock automatically reinvested
or (b) investing voluntary cash payments of not less than $25 up to a maximum
of $5,000 per quarter or (c) investing both their cash dividends and such
voluntary cash payments. No commission or service charge is paid by
participants in connection with purchases under the Plan. A participant who
elects only to invest voluntary cash payments will continue to receive the
cash dividends paid on shares registered in his name, but the dividends on
shares purchased for him and credited to his account under the Plan will be
reinvested in additional shares of Common Stock. Full investment of funds is
possible under the Plan because fractions of shares, as well as full shares,
are credited to participants' accounts. Dividends with respect to such
fractions, as well as full shares, will be reinvested in additional shares and
such shares credited to participants' accounts. Regular quarterly statements
of account provide simplified record keeping.
Administration
3. Who administers the Plan for participants?
Harris Trust and Savings Bank ("Harris Trust") has been designated by the
Company, as its agent, to administer the Plan for participants, maintain
records, send statements of account at least as often as quarterly to
participants and perform other duties relating to the Plan. Shares of Common
Stock purchased under the Plan will be held by Harris Trust as custodian for
participants and registered in the name of such bank or its nominee. The
Administrator's address is: Washington Energy Company, c/o Harris Trust and
Savings Bank, Dividend Reinvestment Service, P.O. Box A3309, Chicago, Illinois
60690, or you may call the Dividend Reinvestment Administrator at (800) 320-
4597.
Participation
4. Who is eligible to participate?
All holders of record of shares of Common Stock are eligible to participate in
the Plan. In order to be eligible to participate, beneficial owners of shares
of Common Stock of the Company whose shares are registered in names other than
their own (e.g., broker or bank nominee) must become shareholders of record by
having their shares transferred into their names, unless such nominee has
established procedures for participating in the Plan on behalf of the
beneficial owner.
5. How does an eligible shareholder participate?
A holder of record of shares of Common Stock may join the Plan by signing the
Authorization Form and returning it to Harris Trust. A postage-paid envelope
is provided for this purpose. Additional Authorization Forms may be obtained
at any time by written request to Harris Trust and Savings Bank at the address
given in response to Question 3, or by calling Harris Trust at (800) 320-4597.
6. When may a shareholder join the Plan?
A holder of record of shares of Common Stock may join the Plan at any time.
For shareholders electing to participate in the Plan by having cash dividends
on shares registered in their names reinvested, participation commences as
described in this paragraph. With respect to Common Shares held, if an
Authorization Form directing that cash dividends be reinvested is received by
Harris Trust on or before the last day of the month preceding the month in
which the Company pays a cash dividend on its Common Stock, then participation
in the Plan will commence on the date such dividend is paid (in the past, cash
dividends on Common Stock have been paid on or about the middle of March,
June, September and December.) As to all shareholders so electing to reinvest
cash dividends on shares registered in their names, the dividend paid on the
date participation commences will not be sent to the shareholder but, instead,
will be reinvested under the Plan. For example, if the Company declares a
cash dividend on its Common Stock payable in March, the Authorization Form
must be received by Harris Trust on or before the last day of February, in
order for the dividend paid in March to be reinvested. If the Authorization
Form is received after the last day of February, the dividend paid in March
will be sent to the shareholder as usual and such shareholder's participation
in the Plan will commence on the date the next cash dividend on Common Stock
is paid (in the past, in June).
For a shareholder electing to participate in the Plan by making voluntary cash
payments only, if the Authorization Form and initial cash payment are received
prior to the date on which a cash dividend on Common Stock is paid,
participation in the Plan will commence on such date.
See Questions 11 and 12 for a description of how a participant's voluntary
cash payments may be invested under the Plan.
7. What does the Authorization Form Provide?
The Authorization Form allows a shareholder to indicate how he wishes to
participate in the Plan. By checking the appropriate box on the Authorization
Form, he may indicate whether he wishes to reinvest cash dividends paid on
some or all shares of the Company's stock registered in his name, with the
option of making additional cash payments, or to participate in the Plan by
making voluntary cash payments only. Cash dividends on all shares purchased
for a participant and credited to his account under the Plan, whether through
dividend reinvestment or voluntary cash payments, will be automatically
reinvested in additional shares of Common Stock. Those shareholders who elect
to make voluntary cash payments only will receive cash dividends on shares
registered in their names, as declared, by check as usual.
Costs
8. Are there any expenses to participants in connection with purchases
under the Plan?
No. There are no brokerage fees because shares are purchased from the
Company. All costs of administration of the Plan, including costs of Harris
Trust, are paid by the Company. However, if a participant directs Harris
Trust to sell his Plan shares in the event he withdraws from the Plan, he must
pay a brokerage commission and any transfer tax. (See Question 17.)
Purchases
9. How many shares of Common Stock will be purchased for each participant?
The number of shares to be purchased for a participant's account under the
Plan on a dividend payment date will depend on the amount of the cash dividend
paid on that date on shares registered in his name (if he has elected
reinvestment of such dividends), the amount of any voluntary cash payments to
be invested on that date (see Question 11) and the price of the shares of
Common Stock on that date. Each participant's account will be credited with
that number of shares, including fractions computed to four decimal places,
equal to the total amount to be invested divided by the purchase price.
10. What will be the price of shares of Common Stock purchased under the
Plan?
The price of shares purchased by each participant in the Plan with either
reinvested dividends or voluntary cash payments on any dividend payment date
will be the average of the composite high and low selling prices of the Common
Stock on all exchanges as reported by the National Association of Security
Dealers on such dividend payment date (or the next preceding day on which such
prices are reported if they are not so reported on such dividend payment
date). No shares will be sold under the Plan at less than the $5 par value of
such shares.
Voluntary Cash Investments
11. How does the voluntary cash investment work?
A participant in the Plan may invest not less than $25 up to a maximum of
$5,000 cash in each quarter in shares of Common Stock under the Plan. Cash
payments received by Harris Trust prior to the date on which a cash dividend
on Common Stock is paid will be invested in shares of the Company's Common
Stock on that date. Voluntary cash payments received on or after a Common
Stock cash dividend payment date will be held by Harris Trust until the next
such date, except that upon the request of a participant received at any time
prior to investment, his cash payment will be returned to him.
No interest will be paid on cash payments. The Company strongly urges
participants that any cash payments be sent so as to reach Harris Trust prior
to and as close as possible to the date a cash dividend on Common Stock is to
be paid (in the past, such dividends have been paid on or about the middle of
March, June, September and December.)
12. How are cash payments made?
A cash payment may be made by a participant when first enrolling in the Plan
by enclosing a check with the Authorization Form. For a shareholder electing
to participate in the Plan by making voluntary cash payments only, a cash
payment must accompany the Authorization Form in order for his participation
to commence (see Question 6). Thereafter, a voluntary cash investment may be
made through the use of the form which is a part of the quarterly statement of
account sent to participants by Harris Trust. The same amount of money need
not be sent each quarter and there is no obligation to make a voluntary cash
payment each quarter.
More than one cash payment may be made in each quarter, provided that such
payments must be not less than $25 nor total more than $5,000 in any quarter.
Reports to Participants
13. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will be sent a quarterly statement of account
showing any cash dividends received, any cash contributions received, the
number of shares purchased, the price per share, the number of Plan shares
held for the participant by Harris Trust, the number of shares held by the
participant in his name on which dividends are being reinvested, and a history
of the transactions for the current calendar year.
Such reports will be mailed as soon as practicable after each investment is
made for a participant's account. These statements are a participant's
continuing record of the cost of his purchases and should be retained for
income tax purposes. In addition, as and when required by applicable federal
rules and regulations, each participant will receive a Prospectus relating to
the Plan and copies of the same communications sent to every other holder of
shares of Common Stock, including the Company's quarterly reports, annual
report, notice of annual meeting and proxy statement, and income tax
information for reporting dividends paid.
Dividends
14. Will participants be credited with dividends on fractions of shares?
Yes. Account balances will be maintained to four decimal places and dividends
will be paid on the fractional shares.
Certificates for Shares
15. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Unless requested by a participant, certificates for shares of Common Stock
purchased under the Plan will not be issued. The number of shares credited to
a participant's account under the Plan will be shown on his quarterly
statement of account. This service protects against loss, theft or
destruction of stock certificates.
Certificates for any number of whole shares credited to an account under the
Plan will be issued upon the written request of a participant. This request
should be mailed to Washington Energy Company, c/o Harris Trust and Savings
Bank, Dividend Reinvestment Service, P.O. Box A3309, Chicago, Illinois 60690.
Any remaining full shares and fractions of a share will continue to be
credited to the participant's account.
Shares held by Harris Trust for the account of a participant may not be
pledged. A participant who wishes to pledge such shares must request that a
certificate for such shares be issued in his name.
Certificates for fractions of shares will not be issued under any
circumstances.
16. In whose name will certificates be issued?
A participant's account under the Plan will be maintained in the name in which
his Common Stock is registered at the time he enrolled in the Plan.
Consequently if and when certificates for shares held under the Plan are
issued, such certificates will be issued in that name. Certificates will be
issued for whole shares only.
Withdrawal
17. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must notify Harris Trust in
writing that he wishes to withdraw. The form which is a part of the
participant's quarterly statement of account may be used for this purpose.
Such notice should be sent to Washington Energy Company, c/o Harris Trust and
Savings Bank, Dividend Reinvestment Service, P.O. Box A3309, Chicago, Illinois
60690. A participant's withdrawal takes effect when such notice is received
by Harris Trust; provided, however, that withdrawal notices received after the
last day of the month preceding a month in which a cash dividend is to be paid
will not take effect until the day following such dividend payment date. When
a participant withdraws from the Plan, or upon termination of the Plan by the
Company, certificates for whole shares credited to his account under the Plan
will be issued to him and a cash payment will be made for any fraction of a
share (see Question 18). Alternatively, in his notice of withdrawal from the
Plan the participant may, if he desires, direct that all whole shares,
credited to his account in the Plan be sold. Such sales will be made at
market within 5 business days after withdrawal takes effect and will be made
through an independent fiduciary institution which may be Harris Trust (see
Question 3). The proceeds of such sale, less any brokerage commission and any
transfer tax, will be sent to the participant. Upon withdrawal from the Plan
any uninvested optional cash payments will be returned to the withdrawing
participant.
18. What happens to a fraction of a share when a participant withdraws from
the Plan?
When a participant withdraws from the Plan a cash payment representing any
fraction of a share credited to his account will be mailed directly to the
participant. The cash payment to each such participant will be based on the
market price at the time withdrawal takes effect.
Tax Consequences of Participation in the Plan
19. What are the federal income tax consequences of participation in the
plan?
In the opinion of Riddell, Williams, Bullitt & Walkinshaw, counsel to the
Company, the material federal income tax consequences of participation in the
Plan are:
A participant in the Plan will be treated as having received dividend income
in the amount of such dividends credited to such participants account on the
dividend payment date and used to purchase whole and fractional shares. The
basis of the shares purchased with reinvested dividends and credited to a
participant's account also will be the amount of such dividend on the dividend
payment date. The holding period for shares credited to a participant
commences the day following the dividend payment date.
With respect to stock purchased with voluntary cash payments, a participant in
the Plan will recognize no taxable income upon such purchase. The basis of
the shares purchased with the voluntary cash payment and credited to
participant's account will be the amount of such voluntary cash payment. The
holding period for such shares will commence the day following their purchase.
A Plan participant will not be in receipt of taxable income upon distribution
to him of the certificates for whole shares that were credited to his account.
Such participant will recognize gain or loss upon a subsequent sale or
exchange of such shares. To the extent that shares credited to the
participant's account, including fractional shares, are sold and cash
distributed to the participant's account, the participant will recognize gain
or loss on such sale measured by the difference between the amount the
participant receives and his tax basis for the shares sold.
Other Information
20. What happens when a participant sells or transfers all of the shares
registered in his name?
If a participant disposes of all shares of Common Stock registered in his
name, the Company, at its option, either may treat such disposal as a notice
of withdrawal (see Question 17) or may continue to reinvest the dividends on
shares credited to his account under the Plan.
21. What happens if the Company issues a stock dividend or declares a stock
split?
Any stock dividends or split shares distributed by the Company on shares
credited to the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in the name of the participant will be mailed directly to such
participant in the same manner as to shareholders who are not participating in
the Plan.
22. How will a participant's shares be voted at meetings of shareholders?
All shares credited to a participant's account under the Plan will be voted as
the participant directs. If on the record date for a meeting of shareholders
there are shares of Common Stock credited to the account of a participant in
the Plan, such participant (whether or not any shares of Common Stock are
registered in his name) will be sent the proxy material being sent to all
holders of Common Stock for that meeting. If such participant returns an
executed proxy in the usual way, it will be voted with respect to all shares
credited to the account of such participant (including any fraction) as well
as all shares registered in his name; or such participant may vote all of such
shares in person if he attends the meeting.
23. What is the responsibility of the Company under the Plan?
The Company or its agent in administering the Plan will not be liable for any
act done in good faith or for any omission to act in good faith, including
without limitation any claim of liability arising out of failure to terminate
a participant's account upon such participant's death or incompetence prior to
receipt of notice in writing of such death.
The participant should recognize that the Company cannot assure him of a
profit or protect him against a loss on the shares purchased by him under the
Plan.
24. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan at any
time. Notice of such suspension, modification or termination will be sent to
all participants.
USE OF PROCEEDS
The net proceeds from the sale from time to time of the Common Stock offered
will be used to reduce short-term bank borrowings incurred primarily to
finance utility construction and for general corporate purposes.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, $5.00 par value; 200,000 shares of Preferred Stock, $100.00 par
value; and 800,000 shares of Preferred Stock, $25.00 par value. As of
December 31, 1994, there were 23,839,781 shares of Common Stock and no shares
of Preferred Stock outstanding. The presently outstanding shares of Common
Stock of the Company are fully paid and non-assessable and, upon issuance and
sale as herein described, the shares of new Common Stock will be fully paid
and non-assessable. The following is a brief description of certain of the
rights and privileges attaching to the Common Stock of the Company. For a
complete description, reference is made to the Company's Restated Articles of
Incorporation, as amended, and to the laws of the State of Washington. The
following summary, which does not purport to be complete, is qualified in its
entirety by such reference.
Dividend Rights and Limitations. Subject to the preferential dividend and
sinking fund rights of holders of the Company's Preferred Stock, dividends on
the Common Stock are payable when and as declared by the Board of Directors
out of funds legally available therefor.
There are no restrictions on payment of dividends by the Company, but as a
practical matter, its long-term ability to pay dividends is limited by the
restrictions on dividend payments in the First Mortgage Bond indentures of
Washington Natural. At September 30, 1994, all retained earnings of
Washington Natural were restricted under the terms of these indentures. As of
September 30, 1994, Washington Natural was restricted from paying dividends to
Washington Energy until its retained earnings increased by more than $23
million.
Voting Rights. Subject to the limited voting rights expressly conferred on
the Preferred Stock, the holders of the Common Stock possess full voting power
for the election of directors, who serve for staggered three-year terms, and
for all other purposes, on the basis of one vote per share. Cumulative voting
by the holders of Common Stock is permitted in electing directors.
Except as summarized below or by law expressly provided, the holders of
Preferred Stock have no right to vote on any issue or matter.
If dividends on the Preferred Stock were to go into arrears in an amount equal
to six quarterly dividends thereon, holders of the Preferred Stock, voting as
a class, would have the right to elect a minimum majority of the Board of
Directors. In such case, the holders of the Common Stock would be entitled to
elect the maximum minority of the Board of Directors. Such right of holders
of the Preferred Stock to elect a majority of the directors would continue
only until all accrued and unpaid dividends on the Preferred Stock were paid,
or declared and sufficient funds for their payment set apart.
Under certain circumstances, the holders of Preferred Stock have the right to
vote upon any of the following actions, if proposed: creation of any stock
ranking prior to the Preferred Stock; making any prejudicial changes in the
terms thereof; issuing any additional stock ranking on a parity with the
Preferred Stock; reclassifying any shares of stock of any class into a class
of stock ranking prior to the Preferred Stock or reclassifying any shares of
Junior Stock (as defined) into Preferred Stock or Parity Stock (as defined);
creating unsecured long-term debt; merger or consolidation with another
corporation or sale or other disposition of substantially all of the Company's
property.
Special Vote Requirement. The Company's Restated Articles of Incorporation,
as amended, require the approval of the holders of 80% of the outstanding
shares of Common Stock for certain specified transactions with any holder of
more than 10% of the Common Stock of the Company (an "Interested Shareholder")
except in cases in which either certain fair price criteria and procedural
requirements are satisfied or the transaction is approved by a majority of the
Continuing Directors (as defined) when certain quorum requirements are met
(where, in the absence of these provisions, if Washington law would require
shareholder approval, it would require a 66-2/3% vote) . The specified
transactions include (a) a merger or consolidation of the Company or any
subsidiary with an Interested Shareholder or any other corporation which is,
or after such merger or consolidation would be, an Affiliate (as defined) of
an Interested Shareholder; (b) the sale or other disposition by the Company or
a subsidiary of assets having a value of $1,000,000 or more if an Interested
Shareholder is a party to the transaction; (c) the issuance of stock or other
securities of the Company or of a subsidiary to an Interested Shareholder in
exchange for cash or property (including stock or other securities) having a
value of $l,000,000 or more; (d) the adoption of any plan or proposal for the
liquidation or dissolution of the Company proposed by or on behalf of an
Interested Shareholder; or (e) any reclassification of securities,
recapitalization, merger with a subsidiary or other transaction which has the
effect, directly or indirectly, of increasing an Interested Shareholder's
proportionate share of the outstanding stock of any class of the Company or
subsidiary.
Liquidation Rights. In any liquidation, the holders of Common Stock would be
entitled to receive, pro rata, all of the assets of the corporation available
for distribution to its shareholders remaining after there had been paid to or
set aside for the holders of all series of Preferred Stock the full
preferential amounts, including accrued dividends, to which they would be
entitled. In an involuntary liquidation, holders of the Preferred Stock would
be entitled to receive the par value of each share, together with accrued
dividends, or, in the case of a voluntary liquidation, an amount per share
equal to the then applicable current redemption price fixed for such stock;
but the holders of Preferred Stock would be entitled to no further
participation in the distribution of the assets of the Company.
Pre-Emptive Rights. No holder of any stock of the Company has pre-emptive
rights.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Company's Common Stock is Harris Trust Company of California, 601 South
Figueroa, 49th floor, Los Angeles, California 90017.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 by the Company and its
principal subsidiary, Washington Natural Gas Company (File No. 001-11227 and
File No. 001-11271, respectively) is incorporated herein by reference as of
the date thereof:
1. The combined Annual Report on Form 10-K for the fiscal year ended
September 30, 1994;
In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of
this Prospectus and prior to the termination of the offering of the shares
pursuant to this Prospectus shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
STATEMENT AS TO INDEMNIFICATION
The Bylaws of the Company authorize the indemnification of officers and
directors of the Company, subject to certain limitations, against liabilities
and expenses in connection with proceedings to which they are made parties by
reason of their positions with the Company. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers or persons controlling the Company pursuant
to its Bylaws, or otherwise, the Company has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in said Act and is therefore unenforceable.
LEGAL OPINIONS
The legality of the Company's Common Stock offered hereby and the federal
income tax matters and consequences to participants discussed above under "Tax
Consequences of Participation in the Plan" have been passed upon for the
Company by Riddell, Williams, Bullitt & Walkinshaw, 1001 Fourth Avenue Plaza,
Suite 4400, Seattle, Washington 98154, counsel for the Company.
No person is authorized to give any Washington
information or to make any Energy Company
representations other than those
contained or incorporated by
reference in this
Prospectus, and, if given or made, DIVIDEND REINVESTMENT AND
such information or representation STOCK PURCHASE PLAN
must not be relied upon as having
been authorized by the Company.
This Prospectus does not constitute
an offer to sell or the solicitation Common Stock
of an offer to buy any of the ($5.00 par value)
securities offered hereby in any
jurisdiction to any person to
whom it is unlawful to make
such offer in such
jurisdiction. Neither the delivery
of this Prospectus nor any sale made
hereunder shall under any _____________
circumstances create any implication
that there has been no change in the PROSPECTUS
affairs of the Company since the date _____________
hereof or that the information
contained or incorporated by February 1, 1995
reference herein is correct as of any
time subsequent to the date hereof or
the date as of which such information
is provided.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
Item 14. Other Expenses of Issuance and Distribution (Estimated)
<S> <C>
SEC filing fee $ 4,894
Blue Sky fees and expenses 1,000
Printing and engraving expenses 1,000
Counsel fees 4,000
Accountant's fees 1,000
Miscellaneous expenses 1,116
Total $13,000
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Washington Business Corporation Act (as revised effective July 1, 1990,
Title 23B RCW) (the "Act") provides that under certain circumstances a
corporation may indemnify any person for any judgment, settlement, penalty,
fines and reasonable expenses (including attorneys' fees) incurred in
connection with a threatened, present, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative in which
such person is made, or threatened to be made, a defendant or respondent by
reason of the fact that he or she is or was a director or officer of the
corporation.
Article IX of the Company's Bylaws provides that the Company shall indemnify
to the full extent permitted by the Act each person that was, is, or is
threatened to be made a party to, or is otherwise involved in any actual or
threatened proceeding by reason of the fact that he or she is or was a
director or officer of the Company, against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes and penalties
and amounts to be paid in settlement) actually and reasonably incurred or
suffered in connection with such participation or involvement, provided that
no such indemnification is permitted if the Company is prohibited from paying
such indemnification by the applicable provisions of the Act or any other
applicable law then in effect. The Bylaws further provide that the right of
indemnification includes the right to be paid by the Company the expenses
incurred in defending any proceeding in advance of its final disposition,
provided that the person seeking indemnification submits an agreement to repay
all amounts so advanced if it shall be ultimately determined that he or she is
not entitled to be indemnified and either (1) such person delivers a written
affirmation that he or she has met the standard of conduct necessary for
indemnification or (2) a determination that he or she has met such standard of
conduct is made in such manner as may be permitted or required by the Act or
other applicable law.
Under the Act, if authorized by the shareholders, a corporation has the power
to indemnify or agree to indemnify a director made party to a proceeding, or
obligate itself to advance or reimburse expenses incurred in a proceeding,
without regard to otherwise applicable statutory limitations, provided that no
such indemnity shall indemnify any director from or on account of (1) acts or
omissions of the director finally judged to be intentional misconduct or
knowing violation of the law, (2) conduct of the director finally judged to be
in violation of RCW 23B.08.310 (pertaining to unpermitted distributions to
shareholders), or (3) any transaction with respect to which it is finally
adjudged that such director personally received a benefit in money, property,
or service to which the director was not legally entitled. Article IX of the
Company's By-laws, as discussed above, provides for indemnification to the
full extent permitted by the Act. Because this By-law was approved by the
Company's shareholders, the foregoing limitations are the applicable
limitations on the extent to which the Company can indemnify its directors.
Any determination as to any indemnity or advance of expenses which is required
to be made is to be made by (a) the board of directors by a majority vote of a
quorum consisting of directors not at the time parties to the proceeding in
II-1
question; (b) if such a quorum cannot be obtained, then by a majority vote of
a committee of the board consisting solely of two or more directors not at the
time parties to such proceeding; (c) by special legal counsel; or (d) by the
shareholders. However, if a director is "wholly successful, on the merits or
otherwise" in the defense of a proceeding to which the director is a party
because of being a director, indemnification as to reasonable expenses is
mandatory under the Act.
Under certain circumstances a court may order indemnification of a director by
a corporation even though the standards set forth above may not have been met.
The Act further provides that a corporation has the power to indemnify an
officer who is not a director (as well as employees and agents of the
corporation who are not directors) to the same extent that it may indemnify
directors and to such further extent, consistent with law, as may be provided
by its articles of incorporation, bylaws, general or specific action of its
board of directors, or contract. Therefore, indemnification of officers who
are not directors under the Company's Bylaws is not subject to the same
specific limitations and standards of conduct as set forth above with respect
to indemnification of directors.
Any indemnification or advances of expenses of a director in connection with a
proceeding by or in the right of the corporation, shall be reported to the
shareholders with or before the notice of the next shareholders meeting.
Officers and directors of the Company are covered by a policy of insurance
maintained by the Company which (with certain exceptions and within certain
limitations) indemnifies them against loss and liabilities arising from any
alleged "wrongful act" including an alleged error or misstatement or
misleading statement or wrongful act or omission or neglect or breach of duty.
The Company's Restated Articles of Incorporation, as amended, provide, as
permitted by the Act, that a director of the Company shall not be personally
liable to the Company or its shareholders for monetary damages for conduct as
a director, except for liability for (1) any acts or omissions that involve
intentional misconduct by the director or a knowing violation of law by the
director; (2) any conduct that violates Section 23B.08.310 of the Act
(pertaining to unpermitted distributions to shareholders); or (3) any
transaction from which the director will personally receive a benefit in
money, property or services to which the director is not legally entitled.
Item 16. Exhibits.
See Exhibit Index at pages II-5 & II-6.
Item 17. Undertakings.
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in his
capacity as a Director, or Officer, or both, as the case may be, of Washington
Energy Company, does hereby appoint William P. Vititoe, James P. Torgerson,
and Marion V. Larson, and each of them severally, his true and lawful
attorneys or attorney to execute in his name, place and stead, in his capacity
as a Director
or Officer or both, as the case may be, of said Company, this Registration
Statement and any and all amendments and post-effective amendments thereto and
all instruments necessary or incidental in connection therewith, to act
hereunder with or without any other of said attorneys, and shall have full
power of substitution and resubstitution. Each of said attorneys shall have
full power and authority to do and perform in the name and on behalf of each
of the undersigned, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all intents and
purposes as each of the undersigned might or could do in person, and each of
the undersigned hereby ratifies and approves the act of said attorneys and
each of them.
Pursuant to the requirements of the Securities Act of 1933, Washington
Energy Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Seattle, State of Washington, on the
27th day of January, 1995.
WASHINGTON ENERGY COMPANY
By /s/ William P. Vititoe
William P. Vititoe, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
/s/ William P. Vititoe Chairman of the Board of January 27, 1995
William P. Vititoe Directors, Chief Executive
Officer, President and
Director
/s/ James P. Torgerson Senior Vice President - January 27, 1995
James P. Torgerson Finance, Planning and
Development and Principal
Financial Officer
/s/ Allyn P. Hebner Vice President, Controller and January 27, 1995
Allyn P. Hebner Principal Accounting Officer
/s/ Virginia Anderson Director January 27, 1995
Virginia Anderson
/s/ Robert F. Bailey Director January 27, 1995
Robert F. Bailey
II-3
/s/ Donald J. Covey Director January 26, 1995
Donald J. Covey
/s/ John W.Creighton,Jr. Director January 30, 1995
John W. Creighton, Jr.
/s/ Robert L. Dryden Director January 26, 1995
Robert L. Dryden
/s/ Tomio Moriguchi Director January 27, 1995
Tomio Moriguchi
/s/ Sally G. Narodick Director January 27, 1995
Sally G. Narodick
</TABLE>
II-4
EXHIBIT INDEX
Certain of the following exhibits are filed herewith. Certain other of
the following exhibits have heretofore been filed with the Commission and are
incorporated herein by reference.
(*Filed herewith)
Exhibit No. Description
3-A -- Restated Articles of Incorporation of Washington Energy Company
(incorporated herein by reference to Washington Energy Company
Exhibit 3-A, Form 10-Q for the quarter ended June 30, 1988, File
No. 0-8745).
3-A.1 -- Articles of Amendment to the Articles of Incorporation of
Washington Energy Company, dated March 6, 1990, increasing the $5
par value common stock to 50,000,000 shares from 25,000,000 shares
(incorporated herein by reference to Washington Energy Company
Exhibit 3-A.1, Form 10-K for the year ended September 30, 1990,
File No. 0-8745).
3-A.2 -- Articles of Amendment to the Articles of Incorporation of
Washington Energy Company dated June 14, 1991, changing the length
of the term of a Director elected to fill a vacancy (incorporated
herein by reference to Washington Energy Company Exhibit 3-A.2,
Form 10-K for the year ended September 30, 1991, File 0-8745).
3-B.1 -- Amended and Restated Bylaws of Washington Energy Company
adopted October 10, 1990 (incorporated herein by reference to
Washington Energy Company Exhibit 3-B.1, Form 10-K for the year
ended September 30, 1990, File No. 0-8745).
3-B.2 -- Amendment to Bylaws of Washington Energy Company, adopted
December 12, 1990 (incorporated herein by reference to Washington
Energy Company Exhibit 3-B.2, Form 10-K for the year ended
September 30, 1990, File No. 0-8745).
3-B.3 -- Amendment to the Bylaws of Washington Energy Company, adopted
April 20, 1994 (incorporated herein by reference to Washington
Energy Company Exhibit 4-B.3, Form 10-K for the year ended
September 30, 1994, File No. 0-8745).
3-B.4. -- Amendment to the Bylaws of Washington Energy Company, adopted
October 19, 1994 (incorporated herein by reference to Washington
Energy Company Exhibit 4-B.4, Form 10-K for the year ended
September 30, 1994, File No. 0-8745).
4-A.1 -- Indenture of First Mortgage dated as of April 1, 1957
(incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-B, Registration No. 2-14307).
4-A.2 -- First Supplemental Indenture dated as of October 1, 1959
(incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-D, Registration No. 2-17876).
4-A.3 -- Seventh Supplemental Indenture dated as of February 1, 1967
(incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-M, Registration No. 2-27093).
4-A.4 -- Eleventh Supplemental Indenture dated as of April 1, 1971
(incorporated herein by reference to Washington Natural Gas
Company Exhibit to Form 8-K for April 1971, File No. 0-951).
II-5
4-A.5 -- Twelfth Supplemental Indenture dated as of November 1, 1972
(incorporated herein by reference to Washington Natural Gas
Company Exhibit to Form 8-K for November 1972, File No. 0-951).
4-A.6 -- Sixteenth Supplemental Indenture dated as of June 1, 1977
(incorporated herein by reference to Washington Energy Company
Exhibit 6-05, S-14 Registration Statement, Registration No.
2-60352).
4-A.7 -- Seventeenth Supplemental Indenture dated as of August 9, 1978
(incorporated herein by reference to Washington Energy Company
Exhibit 5-K.18, Registration No. 2-64428).
4-A.8 -- Twenty-third Supplemental Indenture dated as of July 15, 1986
(incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-B.21, Form 10-K, for the year ended September
30, 1986, File No. 0-951).
4-A.9 -- Twenty-fourth Supplemental Indenture dated as of December 15,
1987 (incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-B.21, Form 10-K, for the year ended September
30, 1988, File No. 0-951).
4-A.10 -- Twenty-fifth Supplemental Indenture dated as of August 15, 1988
(incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-B.22, Form 10-K, for the year ended September
30, 1988, File No. 0-951).
4-A.11 -- Twenty-sixth Supplemental Indenture dated as of September 1,
1990 (incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-B.19, Form 10-K for the year ended September 30,
1990, File No. 0-951).
4-A.12 -- Twenty-seventh Supplemental Indenture dated as of September 1,
1990 (incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-B.20, Form 10-K for the year ended September 30,
1988, File No. 0-951).
4-A.13 -- Twenty-eighth Supplemental Indenture dated as of July 31, 1991
(incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-A, Form 10-Q for the quarter ended 3/31/93, File
No. 0951).
4-A.14 -- Twenty-ninth Supplemental Indenture dated as of June 1, 1993
(incorporated herein by reference to Washington Natural Gas
Company Exhibit 4-A, S-3 Registration Statement, Registration No.
33-49599).
*4-B. -- Washington Energy Company Dividend Reinvestment and Stock
Purchase Plan (Amended and Restated as of January 30, 1995).
*5 -- Opinion of Riddell, Williams, Bullitt & Walkinshaw, including
consent.
*23-A -- Consent of Arthur Andersen LLP, independent certified public
accountants.
*23-B -- Consent of Riddell, Williams, Bullitt & Walkinshaw (included in
opinion filed as Exhibit 5 to this Registration Statement).
*24-A -- Power of Attorney (set forth on page II-3 of this Registration
Statement).
*24-B -- Certified copy of Resolutions of the Board of Directors
authorizing signature.
II-6
EXHIBIT 4-B
WASHINGTON ENERGY COMPANY
Dividend Reinvestment and Stock
Purchase Plan
(Amended and Restated as of January 30, 1995)
1. Purpose. Washington Energy Company ("Washington Energy") is
offering to its shareholders the opportunity to participate in a dividend
reinvestment and stock purchase plan (the "Plan"). The purpose of the Plan is
to permit Washington Energy shareholders to automatically reinvest their cash
dividends, and/or invest voluntary cash payments, in shares of Washington
Energy common stock, $5.00 par value (the "Common Stock"), without payment of
any brokerage commission or service charge.
2. Participation in the Plan. Any holder of record of shares of
Washington Energy Common Stock is eligible to participate in the Plan.
Participation in the Plan will commence on the Common Stock cash dividend
payment date next following receipt by Washington Energy of the Authorization
Form; provided, however, that to be effective on such dividend payment date
with respect to reinvestment of cash dividends, the Form must be received on
or before the last day of the month preceding the month in which such dividend
payment date falls, and that for a shareholder electing to make cash
investments only, participation will commence on the Common Stock dividend
payment date next following receipt of this initial cash payment and an
Authorization Form.
3. Reinvestment of Dividends. All cash dividends on shares of Common
Stock paid to participants in the Plan who elect to reinvest such dividends,
cash dividends on all full and fractional shares acquired under the Plan and
held for the account of participants, and all optional cash payments (see
Section 4) will be reinvested in shares, including fractions of shares
computed to four decimal places, of Common Stock. The cash dividends paid to
each reinvesting participant in respect of his shares of Common Stock will be
reinvested on each Common Stock cash dividend payment date. The price of the
shares of Common Stock so purchased for a participant will be the average of
the high and low composite selling prices of the Common Stock on all exchanges
as reported by the National Association of Security Dealers on the New York
Stock Exchange on such dividend payment date (or the next preceding day on
which such prices are reported if they are not so reported on such dividend
payment date).
4. Cash Investment Option. Each participant in the Plan may invest
under the Plan not less than $25 up to a maximum of $5,000 cash in each
quarter in shares of Common Stock regardless of whether his dividends are
reinvested. This additional investment may be made by using the tear-off form
attached to each participant's quarterly report of his account, or by using
the Authorization Form, and making payment to Harris Trust and Savings Bank of
the amount of his investment in accordance with the instructions on such form.
All cash payments received prior to a Common Stock cash dividend payment date
will be invested on such dividend payment date at the price and in the manner
described in Section 3. Upon the request of a participant received at any
time prior to investment, his cash payment will be returned to him.
5. Administration; Reports. Washington Energy or its designated agent
will act as administrator of the Plan and, in such capacity, will maintain
records, send statements of account to participants, and perform other duties
relating to the Plan. Washington Energy or its designated agent will send to
each participant (a) a quarterly statement of his account under the Plan, and
(b) at the time they are sent to shareholders, copies of the same
communications sent to every other holder of shares of Common Stock (unless
such material is already sent to such participant). In addition, Washington
Energy shall furnish to each participant at least annually, on or before
January 31 of the year following the calendar year in which the dividend was
payable, a written statement showing the number of shares of Common Stock
issued to the shareholder's account under the
1
Plan pursuant to Section 3 of the Plan, the date of each such issuance, and
the fair market value (determined in the manner provided in Section 3) of such
stock on the date or dates issued.
All shares of stock acquired under the Plan will be held by Harris Trust and
Savings Bank, or such other custodian as may be designated by Washington
Energy as custodian for the participants (the "Custodian Bank") and registered
in the name of such Custodian Bank or its nominee, subject to Section 7 of
this Plan. All costs of administration of the Plan, including the cost of any
agent or the Custodian Bank, will be borne by Washington Energy.
6. Withdrawal. A participant may withdraw from the Plan at any time
upon receipt by Washington Energy of a written notice to that effect.
Withdrawal takes effect when such notice is received by Washington Energy;
provided, however, that withdrawal notices received after the last day of the
month preceding a month in which a cash dividend is to be paid will not take
effect until the day following such dividend payment date. Upon receipt by
Washington Energy from proper authority of notice of a participant's death or
incompetence, Washington Energy will treat the participant as having withdrawn
from the Plan. Upon withdrawal of a participant from the Plan, or upon
termination of the Plan by Washington Energy, a certificate for all the whole
shares of Common Stock credited to such participant's account will be issued
to such participant and a cash payment made in respect of any fraction of a
share of Common Stock credited to such account. Such cash payment for a
fractional share shall be based on the average of the high and low composite
selling prices of the Common Stock on all exchanges as reported by the
National Association of Security Dealers on the day withdrawal takes effect
(or the next preceding day on which such prices are reported if they are not
so reported on the day such withdrawal takes effect). If a participant so
directs in his withdrawal notice, all shares, both whole and fractional,
credited to this account will be sold. Such sale will be made at market
within five business days after withdrawal takes effect and will be made for
the account of such participant by an independent fiduciary institution (which
may be the Custodian Bank). The participant will receive the proceeds of such
sale less any brokerage commission and less any transfer tax.
7. Stock Certificates. Unless requested by a participant, certificates
for shares of Common Stock purchased under the Plan will not (except as
provided in Section 6) be issued, and in no event will certificates for
fractional shares be issued. A participant may request that a certificate be
issued for any number of whole shares credited to his account under the Plan.
When any certificates are issued under the Plan, including certificates issued
upon withdrawal of a participant, or upon termination of the Plan, such
certificates will be issued, and the shares represented by such certificates
will be registered, in the same name as the shares of Common Stock of a
participant were registered at the time he joined the Plan.
8. Disposal of Shares. If a Participant disposes of all the shares of
Washington Energy Common Stock registered in his name, Washington Energy, at
its option, either may treat such disposal as a notice of withdrawal or may
continue to reinvest the dividends on Common Stock on shares credited to his
account under the Plan until withdrawal by such participant in accordance with
Section 6.
9. Stock Split or Stock Dividend. Stock dividends or split shares
distributed by Washington Energy with respect to shares credited to a
participant's account will be added to his account.
10. Voting. All shares credited to a participant's account under the
Plan shall be voted as the participant directs. If on the record date for a
meeting of shareholders there are shares of Common Stock credited to the
account of a participant in the Plan, such participant (whether or not any
shares of Common Stock are registered in his name) will be sent the proxy
material being sent to holders of Common Stock generally for such meeting. If
such participant returns an executed proxy in the usual way, it will be voted
with respect to all shares credited to the account of such participant
(including any fraction) as well as all shares registered in his name; or such
participant may vote all of such shares in person if he attends the meeting.
2
11. Liability. Washington Energy or its agent, in administering the
Plan, shall not be liable for any act or omission to act taken in good faith,
including without limitation any claim of liability arising out of failure to
terminate a participant's account upon such participant's death or
incompetence prior to receipt in writing of notice of such death or
incompetence.
12. Termination. Washington Energy reserves the right to modify,
suspend or terminate the Plan at any time.
13. Non-Assignability. The interest of a participant in the Plan may
not be hypothecated or assigned, either voluntarily or by operation of law.
14. Compliance with Applicable Law and Regulations. Washington
Energy's obligation to offer, issue or sell shares of its Common Stock shall
be subject (a) to Washington Energy's obtaining any necessary approval,
authorization and consent from any regulatory authority having jurisdiction,
and (b) to the condition that at the time of offer, issuance or sale the price
at which such shares are being offered, issued or sold shall be at least equal
to the then par value of the stock being offered, issued or sold.
3
EXHIBIT 5
RIDDELL, WILLIAMS, BULLITT & WALKINSHAW
Suite 4400, 1001 Fourth Avenue Plaza, Seattle, Washington 98154
(206) 624-3600
Marion V. "Mick" Larson
January 27, 1995
Washington Energy Company
P.O. Box 1869
815 Mercer Street
Seattle, WA 98111
Re: Registration Statement on Form S-3 Relating to 1,000,000 shares of
Common Stock, $5.00 par value, of Washington Energy Company to be
Issued Pursuant to its Dividend Reinvestment and Stock Purchase
Plan
Ladies and Gentlemen:
We have acted as your counsel in connection with the proceedings for the
authorization and issuance of up to 1,000,000 shares of common stock of
Washington Energy Company (the "Company"), $5.00 par value (the "Shares"),
pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan
("Plan"), as amended. We have assisted in the preparation of a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended
("Registration Statement"), which you are filing with the Securities and
Exchange Commission with respect to the Shares.
We have examined the Registration Statement, the Plan, and such other
documents and records of the Company as we deem necessary for the purposes of
this opinion.
Based upon the foregoing, we are of the opinion that when the
Registration Statement shall have become effective and the Shares shall have
been sold by the Company on the terms described in the Registration Statement,
the Shares will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the references to our firm under the headings
"Tax Consequences of Participation in the Plan" and "Legal Opinions" in the
prospectus forming part of the Registration Statement.
Yours very truly,
RIDDELL, WILLIAMS, BULLITT & WALKINSHAW
By: /s/ Marion V. Larson
Marion V. Larson
EXHIBIT 23-A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
October 25, 1994 included in Washington Energy Company's Annual Report on Form
10-K for the year ended September 30, 1994 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Anderson LLP
Seattle, Washington
January 24, 1995
EXHIBIT 24-B
WASHINGTON ENERGY COMPANY
CERTIFICATE
THE UNDERSIGNED, MARION V. LARSON, Assistant Secretary of WASHINGTON
ENERGY COMPANY, does hereby certify that there is attached hereto a true,
correct and complete copy of certain Resolutions duly adopted by the Board of
Directors of Washington Energy Company pursuant to unanimous written consent,
as permitted by the laws of the State of Washington, on January 30, 1995.
I further certify that none of said Resolutions have been altered,
amended or revoked, that all of the same are now in full force and effect and
are in conformity with the Restated Articles of Incorporation, as amended, and
Bylaws of the Company on the date of this Certificate.
IN WITNESS WHEREOF, I have executed this Certificate on behalf of
WASHINGTON ENERGY COMPANY, as its Assistant Secretary and have affixed its
corporate seal hereto this 30th day of January 1995.
/s/ Marion V. Larson
By: Marion V. Larson,
Assistant Secretary
WHEREAS, the Board of Directors of the Company considers it appropriate
to reserve additional shares of the Company's common stock, $5.00 par value,
to be sold pursuant to the terms of the Company's Dividend Reinvestment and
Stock Purchase Plan; to eliminate the five percent (5%) discount from market
price allowed by such plan with respect to reinvested dividends; to increase
the amount of additional quarterly cash investments permitted by such plan
from $3,000 to $5,000 and to authorize the officers of the Company to take all
other requisite actions in connection therewith;
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
RESOLVED, by the Board of Directors of the Company that an additional one
million (1,000,000) shares of the Company's authorized but unissued shares of
common stock, $5.00 par value (the "Additional Common Stock"), is hereby
reserved for issuance pursuant to the terms of the Company's Dividend
Reinvestment and Stock Purchase Plan.
RESOLVED, that in order to eliminate the five percent (5%) discount from
market price allowed by Section 3 of the plan, to increase the voluntary cash
contributions permitted by section 4 of the plan from $3,000 to $5,000
quarterly and to make other clarifying amendments to the Plan, the Amended and
Restated Dividend Reinvestment and Stock Purchase Plan (the "Plan") of the
Company in the form attached to these Unanimous Written Consent Resolutions is
hereby adopted and approved effective this date hereof.
RESOLVED, that the filing by the Company with the Securities and Exchange
Commission (the "Commission") in accordance with the Securities Act of 1933,
as amended, and in conformity with the Rules and Regulations of the
Commission, of a Registration Statement on Form S-3, relating to the issuance
and sale of up to 1,000,000 shares of Additional Common Stock pursuant to the
terms of the Plan be, and hereby is, authorized and approved; that the signing
of the Registration Statement on behalf of the Company by the Chairman of the
Board or any Vice President be, and hereby is, authorized and approved; that
the execution thereof by the officers of the Company, as required by the Rules
and Regulations of the Commission be, and hereby is, authorized and approved;
that each of such officers of the Company be, and hereby is, authorized to
sign the Registration Statement (either on behalf of the Company, or as an
officer or otherwise) through William P. Vititoe, James P. Torgerson, Marion
V. Larson, or any of them, as duly authorized attorney or attorneys.
RESOLVED, that the persons and each of them authorized by the foregoing
resolution to execute the Registration Statement be, and hereby are,
authorized and empowered to execute, in person or by any one or more of the
authorized attorneys, on behalf of the Company and individually as officers,
such amendments to the Registration Statement as may be required or as may be
deemed by them to be advisable and to cause the same to be filed with the
Commission.
RESOLVED, that James P. Torgerson and Marion V. Larson be, and each of them
hereby is, designated as Agent for Service with respect to said Registration
Statement with all the powers provided in the Rules and Regulations of the
Commission with respect to agents for service.
RESOLVED, that it is desirable and in the best interest of the Company that
its securities be qualified or registered for sale in various states; that the
Chairman of the Board, any Vice President, the Secretary or any Assistant
Secretary and the Treasurer or any Assistant Treasurer of the Company be, and
each of them hereby are, authorized to determine the states in which
appropriate action shall be taken to qualify or register for sale all or such
part of the securities of the Company as such officers may deem advisable;
that such officers are hereby authorized to perform on behalf of the Company
any and all acts as they may deem necessary or advisable in order to comply
with the applicable laws of such states, and in connection therewith to
execute, acknowledge, verify, deliver, file and/or publish in the name and on
behalf of the Company and under its corporate seal, attested by its Secretary
or Assistant Secretary, or otherwise, any and all applications, reports,
statements, issuer's covenants, resolutions, consents to service of process,
powers of attorney, appointments, designations, waivers of hearing, bonds, and
such other papers and instruments which may be required, appropriate or
desirable under the Blue Sky Laws or securities acts of such states, as such
officers or any one or more of them may deem necessary, appropriate or
advisable for the purpose of registering, qualifying, exempting and/or
permitting the issue and sale by the Company of the Additional Common Stock
and/or for the purpose of qualifying, registering, licensing and/or exempting
the Company as a dealer or broker in connection with the sale of such
securities, and to make any and all payments of examination, filing,
registration and/or other fees, costs and expenses and to take any and all
further actions, which said officers or any one or more of them deem
necessary, advisable or desirable in connection with any of the foregoing; and
the execution by such officers of any such papers or documents or the doing by
them of any act in connection with the foregoing matters shall conclusively
establish their authority therefore from the Company and the approval and
ratification by the Company of the papers and documents so executed and the
action so taken.
RESOLVED, that appropriate officers of the Company are hereby authorized to
prepare, execute and file a Listing Application with the New York Stock
Exchange, Inc. (the "Exchange") (including amendments to previously executed
listing agreements or other documents required by the Exchange in connection
therewith) in such form as the Exchange may require and to make any changes in
any of the same as may be necessary to comply with the requirements for
listing on such Exchange the shares of Additional Common Stock to be offered
pursuant to the terms of the Plan and to appear (if requested) before the
officers of the Exchange.
RESOLVED, that the authority of Harris Trust Company of California, as
Transfer Agent and Registrar of the Common Stock of the Company be, and hereby
is, extended to cover the Additional Common Stock.
RESOLVED, that upon issuance of the Additional Common Stock, the sum of $5.00
for each share be credited to the Common Stock account and the balance of the
consideration for such shares be credited to the Premium on Common Stock
account.
RESOLVED, that the issuance and sale of the Additional Common Stock shall be
subject to and conditioned upon the Registration Statement of the Company
being filed with the Commission and becoming effective.
RESOLVED, that the appropriate officers of the Company be, and each of them
hereby is, authorized to take all such steps and do all such acts and things
as they or any one or more of them shall deem necessary or advisable to
provide for the lawful issuance and sale of the Additional Common Stock
pursuant to the terms of the Plan including, without limiting the generality
of the foregoing, the making of any and all payments, the making and execution
of any documents in connection therewith, the signing or endorsement of any
checks, and the payment of any fees or taxes in such connection, and from time
to time to take any and all actions to make, execute, verify and file all
applications, certificates, documents or other instruments and to do any and
all acts and things which they or any one or more of them shall deem necessary
or advisable in connection with the issuance and sale of the Additional Common
Stock.
