PUGET SOUND ENERGY INC
8-K, 2000-07-03
ELECTRIC SERVICES
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

June 30, 2000                                                     June 29, 2000
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                                                               (Date of earliest
                                                                 event reported)



                            PUGET SOUND ENERGY, INC.
             (Exact name of registrant as specified in its charter)


                          -----------------------------

                          Commission File Number 1-4393

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Washington                                                            91-0374630
(State or other jurisdiction of                                    (IRS Employer
incorporation or organization)                               Identification No.)

            411 - 108th Avenue N.E., Bellevue, Washington 98004-5515
                    (Address of principal executive offices)

                                 (425) 454-6363

              (Registrant's telephone number, including area code)


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ITEM 5. Other Events

         On June 29, 2000, the Company issued the following press release.

     InfrastruX,  a  wholly-owned  subsidiary of Puget Sound Energy,  to Acquire
UTILX Corporation

BELLEVUE, WA - June 29, 2000 - InfrastruX Group, Inc., a wholly-owned subsidiary
of Puget Sound Energy,  Inc.  (NYSE:PSD),  and UTILX  Corporation  (NASDAQ:UTLX)
today  announced  that the two  companies  have  reached  an  agreement  whereby
InfrastruX  will acquire UTILX in a tender offer for  approximately  $50 million
cash or $6.125 per share.  UTILX is a Kent,  WA-based provider of infrastructure
construction  services to  utilities  and  telecommunications  providers  in the
United  States  and  around  the  world.  The  transaction  will  make  UTILX  a
wholly-owned  subsidiary of InfrastruX Group, Inc. InfrastruX was established on
June 6, 2000 and marks PSE's entry into the infrastructure construction services
market. The purchase is expected to be completed in the third quarter of 2000.

"UTILX is an outstanding  platform  acquisition for our infrastructure  services
initiative,  providing a national presence,  proprietary technology and a proven
management  team," said Bill Weaver,  President and Chief  Executive  Officer of
Puget Sound Energy,  the parent company of InfrastruX.  "This is a critical step
toward our goal of becoming a top-tier  player in the services  industry,  as we
expand the non-regulated segment of our business."

UTILX Corporation,  founded in 1984, provides specialty services and products to
electric,  telecommunications,  natural gas, water, sewer and other utilities in
the  United  States and around the world.  The  Company's  primary  business  is
installing,  replacing and restoring underground cables and pipes.  Installation
and  replacement  services are provided  through the Company's  FlowMole(R)  and
conventional  trenching  services.  The Company also  provides its  CableCure(R)
service to utility  customers to repair or prevent  water damage and  materially
extends the life of electric and telephone cables.

"We felt it was  extremely  important  to  partner  with a  company  that  truly
understood the unique value of UTILX, and to assure our shareholders of the best
deal possible," said William Weisfield,  Chairman, President and Chief Executive
Officer of UTILX.  "We feel that we accomplished  both  objectives,  and are now
extremely   well   positioned  to   capitalize  on  the  explosive   demand  for
infrastructure  services."  According to the terms of the  agreement,  Weisfield
will serve as President of UTILX Corporation.

"As the utility  industry  continues to change,  we believe that  utilities will
aggressively   look  to  generate   greater   efficiencies  by  partnering  with
exceptional  outsource  providers," said John Durbin, Chief Executive Officer of
InfrastruX.  "UTILX is  precisely  the type of high quality  provider  that will
allow InfrastruX entrance into this high growth arena."

Under the terms of the  merger  agreement,  which was  approved  unanimously  by
UTILX's Board of Directors, a subsidiary of InfrastruX is expected to commence a
tender offer for all of the outstanding shares of UTILX by June 30, 2000.

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The offer is subject to the condition  that 67% of the shares are  tendered,  as
well as regulatory  approvals and other customary  conditions.  If the tender is
successful, it will be followed as promptly as possible by a merger in which any
remaining  shares of UTILX  stock  will be  converted  into the right to receive
$6.125 per share in cash.

Security holders of UTILX Corporation  should read the Tender Offer Statement on
Schedule TO filed with the SEC by InfrastruX  Acquisition,  Inc. and  InfrastruX
Group,  Inc.  when  it  becomes  available  because  it will  contain  important
information  about the tender  offer.  Investors  can obtain such  Tender  Offer
Statement on Schedule TO and other filed  documents for free at the Security and
Exchange Commission's website at http://www.sec.gov.

InfrastruX  Group,  Inc., a newly formed  subsidiary of Puget Sound Energy, is a
holding company formed to acquire providers of specialized contracting services,
offering  end-to-end  network  infrastructure  solutions to the electric  power,
telecommunications,  natural gas and cable television industries,  including the
design,  installation,  repair and maintenance of network infrastructure such as
electrical  transmission lines, fiber optic cable and other utility distribution
systems.

Puget  Sound  Energy,  Inc.,  headquartered  in  Bellevue,   Washington,  is  an
investor-owned  public utility furnishing  electric and gas service to more than
1.2 million homes and businesses  primarily in the greater Puget Sound region of
Washington State.

This release  contains  forward-looking  statements  relating to UTILX and Puget
Sound Energy,  their  respective  existing and future  products and services and
future  operating  results that are subject to certain  risks and  uncertainties
that could cause actual results to differ  materially from those projected.  The
words  "believe",  "expect",  "intend",  "plan",  variations of such words,  and
similar expressions identify forward-looking  statements, but their absence does
not mean that the statement is not  forward-looking.  These  statements  are not
guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict.  Factors that could affect actual
results  include  competitive  pressures,  levels  of  work  received  from  key
customers,  weather, regulatory, other matters affecting the utility industry in
general,  and any matters  that could cause sudden  changes in customer  demand.
Reference  is made to the latest  Annual  Report on Form 10-K filed with the SEC
for UTILX and Puget Sound Energy,  respectively,  for a detailed  description of
risk  factors.  Readers  are  cautioned  not to place  undue  reliance  on these
forward-looking  statements,  which  speak only as of the date of this  release.
UTILX and Puget Sound  Energy,  respectively,  undertake no obligation to update
publicly any  forward-looking  statements to reflect new information,  events or
circumstances  after the date of this  release or to reflect the  occurrence  of
unanticipated events.



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                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                PUGET SOUND ENERGY, INC.

Date: June 30, 2000


                                                James W. Eldredge
                                                ________________________________
                                                James W. Eldredge
                                                Corporate Secretary & Controller

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