As filed with the Securities and Exchange Commission on September 11, 2002
Registration No. 333-85640
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PUGET ENERGY, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1969407
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
411 - 108/th/ Avenue N.E.
Bellevue, Washington 98004-5515
(425) 454-6363
(Address, including zip code, and telephone number, including area code of
principal executive offices)
STEPHEN A. MCKEON
Senior Vice President - Finance and Legal
Chief Financial Officer
Puget Energy, Inc.
411 - 108/th/ Avenue N.E.
Bellevue, Washington 98004-5515
(425) 454-6363
(Name, address and telephone number, including area code, of agent for service)
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Copies to:
ANDREW BOR
Perkins Coie LLP
1201 Third Avenue, Suite 4800
Seattle, Washington 98101-3099
(206) 583-8888
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined by
market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_] ___________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
- - - - -
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
PROSPECTUS
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PUGET ENERGY, INC.
STOCK PURCHASE
AND
DIVIDEND REINVESTMENT PLAN
10,000,000 SHARES
COMMON STOCK
This prospectus relates to up to an aggregate of 10,000,000 shares of
common stock, par value $0.01 per share, of Puget Energy, Inc. that may be
offered in connection with our amended and restated Stock Purchase and Dividend
Reinvestment Plan or the Plan. The Plan replaces and assumes, by amendment and
restatement, the Stock Purchase and Dividend Reinvestment Plan that was
established on January 1, 2001.
The Plan provides holders of our common stock and interested new investors
with a simple, convenient and low-cost means of investing cash dividends and
making cash investments in our common stock. Below are some of the changes
reflected in the amended Plan:
. The Plan is now open to all investors, not just residents of
Washington State.
. The maximum investment has changed from $100,000 annually to a monthly
maximum investment of $10,000.
. Record holders with less than 100 shares will automatically be
enrolled in the dividend reinvestment portion of the Plan.
. Investors may authorize electronic deductions from their bank accounts
for optional cash investments.
You should carefully read this prospectus to find out more about the Plan.
If you wish to continue your participation in the Plan, you do not need to do
anything at this time. If you are a participant in the original Stock Purchase
and Dividend Reinvestment Plan and, after reviewing this prospectus, you do not
wish to continue participation in the Plan, you should contact the Plan
Administrator.
Your participation in the Plan is entirely voluntary, and you may terminate
your participation at any time. If you do not elect to participate in the
dividend reinvestment portion of the Plan, you will continue to receive cash
dividends, if and when declared by our board of directors, in the usual manner.
The Plan does not represent a change in our dividend policy, which will
continue to depend on future earnings, financial requirements and other factors.
The payment of dividends is at the discretion of our board of directors and will
depend on future earnings, our financial condition and other factors. Our board
may change the amount and timing of dividends at any time without notice.
Our shares of common stock are traded on the New York Stock Exchange under
the ticker symbol "PSD." The closing price of our common stock on September 10,
2002 was $20.76 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR HAS DETERMINED IF
THIS PROSPECTUS IS ADEQUATE OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2002.
CONTENTS
WHERE YOU CAN FIND MORE INFORMATION .................................... 1
PUGET ENERGY ........................................................... 2
SUMMARY OF THE PLAN .................................................... 3
TERMS AND CONDITIONS OF THE PLAN ....................................... 6
OTHER PROVISIONS ....................................................... 13
USE OF PROCEEDS ........................................................ 14
DESCRIPTION OF CAPITAL STOCK ........................................... 15
PLAN OF DISTRIBUTION ................................................... 18
TRANSFER AGENT AND REGISTRAR ........................................... 19
LEGAL OPINION .......................................................... 19
EXPERTS ................................................................ 19
APPENDIX A ............................................................. 20
APPENDIX B ............................................................. 21
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WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the Securities
and Exchange Commission (the "SEC"). These SEC filings are available over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street
N.W., Room 1024, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
for more information on the public reference rooms and their copy charges. You
may also inspect our SEC reports and other information at the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
In connection with this offering, we have filed with the SEC a registration
statement on Form S-3 under the Securities Act of 1933. As permitted by SEC
rules, this prospectus omits certain information included in the registration
statement. For a more complete understanding of the securities we may offer, you
should refer to the registration statement, including its exhibits.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file separately with it, which means we may disclose important
information by referring you to those other documents. The information we
incorporate by reference is considered to be part of this prospectus and
information we file later with the SEC will automatically update and supersede
such information. Any future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until the
Plan is terminated will comprise the incorporated documents. In addition, all
filings made by us pursuant to the Securities Exchange Act of 1934 after the
date of the initial registration statement and prior to effectiveness of the
registration statement will be deemed to be incorporated by reference into this
prospectus. This prospectus incorporates by reference the documents set forth
below that we have filed previously with the SEC.
SEC Filings (File No. 1-16305) Period/Date
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. Annual Report on Form 10-K ................... Year ended December 31, 2001 and filed
with the SEC on March 14, 2002
. Current Reports on Form 8-K .................. Filed January 4, 2002
Filed January 31, 2002
Filed February 8, 2002
Filed February 13, 2002
Filed March 20, 2002
Filed April 17, 2002
Filed May 23, 2002
Filed June 6, 2002
Filed June 21, 2002
Filed July 18, 2002
Filed August 12, 2002
Filed August 16, 2002
. Definitive Proxy Statement on Schedule 14A ... Filed March 14, 2002, in connection
with our 2002 annual meeting of shareholders
. Quarterly Report on Form 10-Q................. Quarter ended March 31, 2002 and filed with
the SEC on May 15, 2002
Quarter ended June 30, 2002 and filed with
the SEC on August 12, 2002.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
Puget Energy, Inc.
Investor Services
411-108/th/ Avenue N.E.
Bellevue, Washington 98004-5515
(425) 462-3898
Internet address: www.pse.com
PUGET ENERGY
Puget Energy, Inc. is a holding company incorporated in the state of
Washington. All of our operations are conducted through our subsidiaries.
Our principal subsidiary is Puget Sound Energy, Inc., a public utility
furnishing electric and gas service in a territory covering approximately 6,000
square miles, principally in the Puget Sound region of Washington State. As of
December 31, 2001, Puget Sound Energy had approximately 940,600 electric
customers, consisting of 834,200 residential, 100,600 commercial, 4,000
industrial and approximately 606,000 gas customers, consisting of 556,000
residential, 47,100 commercial, 2,800 industrial and approximately 100 gas
transportation customers.
In addition to our ownership of Puget Sound Energy, we also own InfrastruX
Group, Inc. InfrastruX is a holding company for nonregulated businesses that
provide design, construction, engineering and other infrastructure services to
the utility industry in the mid-west, Texas and eastern United States.
Subject to limited exceptions, we are exempt from regulation as a public
utility holding company pursuant to Section 3(a)(2) of the Public Utility
Holding Company Act of 1935. Our executive office is located at 411-108th Avenue
N.E., Bellevue, Washington 98004-5515, and our telephone number is (425)
454-6363.
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SUMMARY OF THE PLAN
The following summary of the Plan may omit certain information that may be
important to you. If you wish to receive a copy of the actual text of the Plan
as filed with the Securities and Exchange Commission, please contact: Puget
Energy, Inc., Investor Services, P.O. Box 97034, Bellevue, Washington
98009-9734, telephone (425) 462-3898.
Purpose
The purpose of the Plan is to provide new and existing shareholders with a
convenient and economical method of investing cash and cash dividends in shares
of our common stock. Since new shares of our common stock may be purchased
directly from us, we may receive additional funds for general corporate
purposes.
Participation--How to Join
First time investors:
After you have read this prospectus, you may complete the Enrollment Form
included or, you may enroll on-line through Investor ServiceDirect at
www.melloninvestor.com. Click the "Stock Purchase Plans" button, at the "easy
search" screen select the ticker symbol button and enter PSD, then follow the
instructions for authorizing your initial investment and indicate whether you
want to participate in the dividend reinvestment portion of the Plan.
If you purchase less than 100 shares, you will automatically be enrolled in
the dividend reinvestment portion of the Plan, unless you request to receive
cash dividends. All investments must be made in U.S. dollars and drawn on a U.S.
bank.
You may make your initial investment by:
1. authorizing an electronic debit of at least $250 but not more than
$10,000 from your U.S. bank account. This alternative is available to
on-line investors only; or
2. authorizing a minimum of five (5) automatic monthly debit of $50 or
more from your U.S. bank account. This alternative is available to
on-line investors only; or
3. mailing a check for at least $250 but not more than $10,000 drawn on a
U.S. bank account to the Plan Administrator along with your Enrollment
Form.
Follow the instructions on the on-line Enrollment Wizard to indicate your
selection and, if paying by check, print out the instruction sheet and submit
the sheet as indicated with your check, together with your Enrollment Form. The
enrollment fee for new investors will be paid out of your initial investment.
You can then make an election to have your dividends reinvested and/or make
optional cash investments as described more fully below.
The Plan Administrator may confirm certain transactions and produce plan
statements in paper form from time to time and will mail these to you at the
address you give when you enroll in the Plan.
Current shareholders:
Record holders of our common stock are automatically eligible to
participate in the dividend reinvestment portion of the Plan, and may make
optional cash investments and sell shares. If you are a
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shareholder of record holding less than 100 shares, you will automatically be
enrolled in the dividend reinvestment portion of the Plan and will have your
dividends reinvested in shares (unless you elect to receive cash dividends on
your shares). As a shareholder participating in the Plan with less than 100
shares, you will have access to your account on-line over the Internet and you
will receive annual account statements.
If you are a shareholder of record owning 100 shares or more you may elect
to reinvest all or part of your dividends pursuant to the Plan. As a shareholder
participating in the Plan with more than 100 shares, you will have access to
your account on-line over the Internet and you will receive quarterly account
statements.
Dividend payments not reinvested will be paid to you in the usual manner.
For current shareholders and new investors:
You may sign up for automatic monthly investments, change your investment
amount or make additional investments at anytime by accessing your account over
the Internet and using the account management feature.
You may establish additional investment accounts for children or dependents
by following the instructions on the on-line Enrollment Wizard applicable to
custodial or trust accounts.
How the Optional Cash Investments Work
In addition to having your dividend payments reinvested in our common
stock, you may buy additional shares by investing a "minimum" of $50 at any one
time not to exceed the "maximum" of $10,000 per month. You may submit your
optional cash investments by check, money order or by authorizing electronic
transfers. You can make individual automatic deductions from your bank account
through Investor ServiceDirect by accessing your account on-line through the
Plan Administrator's website www.melloninvestor.com. Upon receipt of the funds,
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the Plan Administrator will invest initial and optional cash investments, less
applicable fees, at least once every five (5) days.
Optional cash investments by any current participant of more than $10,000
per month and any initial cash investment by a new investor in excess of
$10,000, may only be made pursuant to a Request for Waiver that has been granted
by us as described in more detail on page 8 of this Prospectus. Investors may
make a one-time optional cash investment or invest regularly over a period of
time.
Your Funds Will Be Fully Invested
Funds invested pursuant to the Plan are fully invested in whole and
fractional shares (computed to four decimal places) of our common stock either
through the purchase of shares directly from us or the purchase of shares in the
open market (or through a combination of these methods). We pay dividends on
both whole shares and fractions of shares.
Share Safekeeping
For your convenience, shares purchased through the Plan will be maintained
by the Plan Administrator in non-certificated (book-entry) form. Additionally,
the Plan offers a "safekeeping" service whereby you may deposit, free of any
service charges, certificates representing your shares of common stock and have
your ownership of such common stock maintained on the Plan Administrator's
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records as part of your account. This feature protects against loss, theft or
destruction of stock certificates. A share certificate will be delivered to you
free of charge, upon request.
You May Sell, Withdraw or Transfer Your Shares at Any Time
You may sell or withdraw shares of our common stock credited to your
account, including those shares deposited into the Plan for safekeeping, through
the Plan. A statement will be mailed to you for each month in which a
transaction takes place. Additionally, you may transfer or make gifts to others
of our common stock by contacting the Plan Administrator.
Plan Administrator
Mellon Bank N.A. will administer the Plan and act as agent for the
participants. Mellon Bank N.A. has designated its affiliates, Mellon Investor
Services and FutureShare Financial LLC, and other agents to perform certain
services for the Plan.
You may contact the Plan Administrator as directed below:
Call Mellon Investor Services 1-800-997-8438
On-line over the Internet at: www.melloninvestor.com
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You may write the Plan Administrator at the following address:
Mellon Investor Services
P.O. Box 3338
South Hackensack, NJ 07606-1938
Please include your daytime telephone number, your social security or tax
I.D. number and a reference to Puget Energy, Inc. on all correspondence.
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TERMS AND CONDITIONS OF THE PLAN
Am I Eligible to Participate in the Plan?
You are eligible to participate in the Plan if you meet the
requirements outlined below.
. If you do not currently own our stock. If you do not currently own
any of our stock you may join the Plan, after receiving a copy of
this prospectus, by making an initial investment of at least $250,
but not more than $10,000. All U.S. citizens and non-U.S. residents
are eligible to participate in the Plan, whether they are current
shareholders or not. In all cases, however, investments must be
made in U. S. currency drawn on a U.S. bank. Prior to investing in
our common stock, each participant is responsible for reviewing the
applicable laws of his or her country of residence to determine if
there are any restrictions on investment.
You can get started in the Plan by enrolling on-line (see
Participation - How to Join) or by returning a completed Enrollment
Form to the Plan Administrator, along with your check or money
order payable to Mellon Bank N.A. The Plan Administrator will
arrange for the purchase of shares for your account but will not
pay interest on amounts held pending investment. Please allow two
(2) weeks for your account to be established, initial shares to be
purchased and a statement to be mailed to you.
. If you currently own our stock. If you already own less than 100
shares of our stock and the shares are registered in your name, you
are automatically enrolled in the dividend reinvestment portion of
the Plan. If you already own 100 shares or more of our stock and
the shares are registered in your name, you may join the dividend
reinvestment portion and/or the optional purchase portion of the
Plan by enrolling on-line (see Participation - How to Join) or by
returning a completed Enrollment Form to the Plan Administrator.
If your shares are held in a brokerage, bank or other intermediary
account, and you wish to participate directly in the Plan, you
should instruct your broker, bank or trustee to register some or
all of your shares of our common stock directly in your name.
. If you are already enrolled. If you are currently enrolled in the
original stock purchase and dividend reinvestment plan, which is
superseded by the Plan, and do not want to change your
participation, no further action is required for your continued
participation. However, if you wish to change your participation in
any way (e.g., from partial to full reinvestment), you must submit
a new Enrollment Form or access the account management feature
on-line at www.melloninvestor.com.
What are my investment options?
Once enrolled in the Plan, you may invest in shares of common stock
through reinvestment of cash dividends and/or cash investments as described
below:
. Dividend reinvestment. If you are a shareholder of record and you
own less than 100 shares, you will automatically be enrolled in the
Plan and will have your dividends reinvested in additional shares
(unless you elect to receive cash dividends). In addition, you will
receive an annual statement and will have electronic access to your
account. If you are a shareholder of record owning 100 shares or
more, you may choose to reinvest all or a portion of the regular
cash dividends paid on your shares held in the Plan toward the
purchase of
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additional shares of our common stock. In addition, you will
receive a quarterly account statement and have electronic access to
your account.
You may change your dividend reinvestment election at any time by
notifying the Plan Administrator. For a particular dividend to be
reinvested, your notification must be received before the record
date for that dividend. (The record date is approximately 25 days
before the dividend payment date.)
You may, of course, choose not to reinvest any of your dividends,
in which case the Plan Administrator will remit any dividends to
you by check or automatic deposit to a bank account you designate.
If you elect to reinvest your dividends, you must choose one of the
following:
. Full dividend reinvestment. This means you will purchase
additional shares through the Plan by investing all your
cash dividends.
. Partial dividend reinvestment. If you own 100 shares or
more and choose to reinvest less than all your dividends,
you may receive a cash dividend payment based on the
number of full shares you specify and reinvest the
dividends on all remaining shares. This allows you to
receive a fixed amount of cash each quarter (assuming the
dividend stays the same).
. Optional cash investments. You may purchase additional shares of
our common stock by using the Plan's optional cash investment
feature. You must invest at least $50 at any one time but not more
than $10,000 per month. Upon receipt of your funds, the Plan
Administrator will invest initial and additional cash investments
as promptly as practicable, at least once every five (5) business
days.
Shares will be posted to your account in whole and fractional
shares immediately upon settlement, usually within three business
days. You will receive a confirmation of your transaction by paper
statement at the postal address you give us when you enroll in the
plan.
In the unlikely event that, due to unusual market conditions, the
Plan Administrator is unable to invest the funds within 35 days,
the Plan Administrator will return the funds to you by check. No
interest will be paid on funds held by the Plan Administrator
pending investment.
For automatic monthly purchases, the amounts you have authorized
will be withdrawn from your banking account on the 24/th/ day of
each month, or the next succeeding business day if the 24/th/ falls
on a weekend or holiday. The funds will be credited to your account
and invested within five (5) business days of receipt by the Plan
Administrator.
The Plan Administrator will use your investment to purchase as many
full and fractional shares as possible. Fractional share amounts
will be computed to four decimal places.
You may make optional cash investments by sending a check or money
order (not cash) to the Plan Administrator payable to Mellon Bank
N.A., or by authorizing individual electronic transfers from your
bank account by accessing your account on-line through Investor
ServiceDirect at www.melloninvestor.com. To facilitate processing
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of your investment when you send a check or money order, please use
the transaction stub attached to your Plan statement. Mail your
investment and transaction stub to the address specified on the
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statement. A $35 fee will be assessed for a check or electronic debit
that is returned for insufficient funds. Please see the fee schedule
attached as Appendix A.
How do I make optional cash investments over the maximum monthly amount?
If you wish to make an optional cash investment in excess of $10,000
per month and be eligible for a potential discount from the market price, you
must obtain our prior written approval. To obtain our approval, you must submit
a Request for Waiver. To make a request for waiver, you should obtain a "Request
For Waiver" form by contacting Mellon's Waiver Department at 1-917-320-6300.
Completed Request For Waiver forms should be sent to Mellon's Waiver Department
via facsimile at 1-917-320-6312 no later than three business days prior to the
Pricing Period Start Date provided in Appendix B for the applicable Pricing
Period. If we approve your request for waiver, then you must send to the Plan
Administrator your optional cash payment of greater than $10,000.
The Plan Administrator must receive your optional cash investment in
good funds pursuant to a Request For Waiver form by the "Optional Cash
Investments Must be Received By" date as set forth on Appendix B. This date is
the close of business on the last day immediately preceding the first day of the
applicable Pricing Period Start Date as set forth in Appendix B. Funds received
after this date will be returned to you.
We also may make the foregoing information available on the Investor
Relations segment of our website at www.pse.com or on another website we or
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Mellon may establish for this purpose from time to time.
We have the sole discretion whether to approve any request to make an
optional cash investment in excess of the $10,000 monthly maximum. We may grant
those requests for waiver in order of receipt or by any other method that we
determine to be appropriate. We also may determine the amount that you may
invest pursuant to a waiver. In deciding whether to approve your request for
waiver, we may consider, among other things, the following factors:
. whether, at the time of such request, the Plan Administrator is
acquiring shares of common stock for the Plan directly from us or
in the open market or in privately negotiated transactions with
third parties;
. our need for additional funds;
. our desire to obtain additional funds through the sale of common
stock as compared to other sources of funds;
. the purchase price likely to apply to any sale of common stock;
. the extent and nature of your prior participation in the Plan;
. the number of shares of common stock you hold of record; and
. the total amount of optional cash investments in excess of $10,000
per month for which Requests for Waiver have been submitted.
If you do not receive a response from us within three (3) business days
of submitting your Request for Waiver, you should assume that we have denied
your request.
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If Requests for Waivers are submitted for any Pricing Period for an
aggregate amount in excess of the amount we are then willing to accept, we may
honor such requests in order of receipt, pro rata or by any other method that we
determine, in our sole discretion, to be appropriate. In making this
determination we may consider the make-up of our shareholder base and existing
ownership levels.
We reserve the right to modify, suspend or terminate participation in
the Plan by otherwise eligible registered holders or beneficial owners of our
common stock for any reason whatsoever including elimination of practices that
are inconsistent with the purposes of the Plan.
How are my shares typically purchased and how is the purchase price for the
shares determined?
Shares of our common stock purchased under the Plan will, at our
election, be newly issued shares purchased directly from us, shares purchased by
a broker, or a combination thereof. If shares are purchased under the Plan
directly from us and by the Plan Administrator through its broker, each
participant's Plan account will be credited with its pro rata portion of the
number of shares purchased directly from us and by the broker. We have full
discretion as to whether the common stock purchased under the Plan will be
purchased on the open market or purchased directly from us, based on our need
for capital.
. Common Stock purchased in the open market. The investment price of
our common stock purchased in the open market with reinvested
dividends, with initial cash investments or with optional cash
investments will be the weighted average price, including brokerage
trading fees, incurred in connection with the purchase of such
shares. No interest will be paid on funds held by the Plan
Administrator pending investment.
. Common Stock purchased directly from us. The price of our common
stock purchased directly from us with reinvested dividends, initial
cash investments or optional cash investments will be the average
of the high and low sale prices of shares of our common stock on
the dividend payment date, initial cash investment date or optional
cash investment date, as the case may be.
Your account will be credited with that number of shares, including
fractional shares computed to four decimal places, equal to the amount invested
with respect to your Plan account, divided by the price per share of such shares
for all purchases for all Plan participants during the applicable period.
Unless you request one, certificates for shares of common stock
purchased under the Plan will not be issued. The number of shares purchased for
your account under the Plan will be shown on your statement of account in
book-entry form.
Certificates for any number of whole shares credited to your account
under the Plan will be issued upon your request. Any remaining full shares and
fractions of a share will continue to be credited to your account. Certificates
for fractions of shares will not be issued.
Once a "Request for Waiver" of optional cash investments over $10,000 has been
granted, how are shares priced and purchased?
Shares purchased pursuant to a granted Request for Waiver will be purchased
directly from us. Optional cash investments made pursuant to a Request for
Waiver will be applied to the purchase of shares of common stock as soon as
practicable on or after the "Investment Date" as set forth in Appendix B.
Optional cash investments made pursuant to a Request for Waiver will be acquired
at a price equal to the average of the daily high and low sales prices computed
up to four decimal places, if necessary, of our common stock as reported on the
NYSE for the ten (10) Trading Days (as defined below) immediately preceding the
applicable Investment Date. A "Trading Day" means a day on which
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trades in our common stock are reported on the NYSE. The period encompassing the
first ten (10) Trading Days immediately preceding the next following Investment
Date constitutes the relevant "Pricing Period." The Plan Administrator will
apply all optional cash investments for which good funds are received on or
before the first business day before the Pricing Period to the purchase of
shares of common stock as soon as practicable on or after the next following
Investment Date.
For purposes of determining the price per share for investments made
pursuant to a Request for Waiver, we may set a minimum purchase price per share
(the "Minimum Waiver Price") for any Pricing Period. This Minimum Waiver Price
is a minimum price that would be used under an alternative method for setting
the per share purchase price that is described in the next paragraph. We will
determine whether to set a Minimum Waiver Price, and, if so, its amount, at
least three business days before the first day of the Pricing Period. We will
notify the Plan Administrator of the Minimum Waiver Price, if any. In deciding
whether to set a Minimum Waiver Price, we will consider current market
conditions, the level of participation in the Plan and our current and projected
capital needs. Participants may ascertain whether a Minimum Waiver Price has
been set or waived for any given Pricing Period by calling Mellon's Waiver
Department at 1-917-320-6300 or such other number as we may establish from time
to time.
We will fix the Minimum Waiver Price for a Pricing Period as a dollar
amount that the average of the high and low sales prices as reported by the NYSE
for each Trading Day of that Pricing Period (not adjusted for discounts, if any)
must equal or exceed. We will exclude from the Pricing Period and from the
determination of the purchase price any trading day within the Pricing Period
that does not meet the Minimum Waiver Price. Thus, for example, if the Minimum
Waiver Price is not met for two (2) of the ten (10) Trading Days in a Pricing
Period, then we will base the purchase price upon the remaining eight Trading
Days in which the Minimum Waiver Price was met.
In addition, we will return a pro rata portion of each optional cash
investment made pursuant to an approved Request for Waiver for each Trading Day
of a Pricing Period for which the Minimum Waiver Price is not met as soon as
reasonably practical after the Pricing Period, without interest. The returned
amount will equal one-tenth (1/10th) of the total amount of that optional cash
investment (not just the amount exceeding $10,000) for each Trading Day that the
Minimum Waiver Price is not met. Thus, for example, if the Minimum Waiver Price
is not met for two (2) of the ten (10) Trading Days in a Pricing Period, then we
will return two-tenths (2/10th or 20%) of the optional cash investment to you
without interest after conclusion of the Pricing Period. This does not
constitute a discount to the purchase price; however, it does reduce the total
number of shares that you may purchase with respect to an Investment Date.
The establishment of the Minimum Waiver Price and the possible return
of a portion of the payment applies only to optional cash investments exceeding
$10,000 per month made pursuant to a granted request for waiver. Setting a
Minimum Waiver Price for a pricing period will not affect the setting of a
Minimum Waiver Price for any other Pricing Period. We may waive our right to set
a Minimum Waiver Price for any particular Pricing Period. Neither we nor the
Plan Administrator is required to give you notice of the Minimum Waiver Price
for any Pricing Period. We may alter or amend at our sole discretion these
Pricing Periods at any time and from time to time, prior to the commencement of
any Pricing Period and prior to the granting of any waiver with respect to such
period.
A discount of 0% up to 3% from the purchase price may be offered, in
our sole discretion, with respect to a particular investment date to
participants on purchases of our common stock through optional cash investments
in excess of $10,000 per month. The maximum discount rate, if any, on optional
cash investments in excess of $10,000 per month, may be obtained at least three
(3) business days before the
-10-
first day of the applicable Pricing Period, as provided on Appendix B to this
prospectus by calling Mellon's Waiver Department at 1-917-320-6300.
Setting a discount from the purchase price for optional cash investments in
excess of $10,000 per month for a particular Pricing Period will not affect the
setting of a discount for any other Pricing Period. We may increase, decrease,
or waive our right to set a discount from the purchase price for any particular
Pricing Period. Neither we nor the Plan Administrator is required to give you
notice of the discount for any Pricing Period. When setting the discount, if
any, we will consider, among other things, our capital needs, whether we want to
issue equity to meet our capital needs and how quickly we desire to close the
investment. For example, to the extent we desire to issue equity in a particular
Pricing Period to meet our capital needs, we are more likely to establish a
discount to encourage participants to make optional cash investments.
How do I sell my shares out of the Plan?
You may sell any number of shares held in book-entry form by notifying the
Plan Administrator by phone, by accessing your account over the Internet at
www.melloninvestor.com or in writing. Your sale request will be processed and
----------------------
your shares will, subject to market conditions and other factors, generally be
sold by the close of the trading day for requests received by the Plan
Administrator by 1:00 p.m. eastern time. The sale price will be the weighted
average price of all shares sold for Plan participants during the period. Please
note that the Plan Administrator cannot and does not guarantee the actual sale
date or price, nor can it stop or cancel any outstanding sales or issuance
requests. All requests are final. The Plan Administrator will mail a check to
you (less applicable sales fees) on the settlement date, which is three business
days after your shares have been sold. Please allow an additional five to seven
business days from the settlement date for the post office to deliver your
check.
There is a $15.00 processing fee, plus a trading fee of $0.10 per share,
for sale transactions and liquidations.
Alternatively, you may choose to sell your shares through a stockbroker of
your choice, in which case you would have to request a certificate for your
shares from the Plan Administrator prior to such sale.
What is Safekeeping?
Shares of our common stock that you buy under the Plan will be maintained
in your Plan account for safekeeping. You will receive a periodic Plan statement
detailing the status of your holdings. Safekeeping protects your shares against
loss, theft or accidental destruction. Safekeeping also provides a convenient
way for you to keep track of your shares. Only shares held in safekeeping may be
sold through the Plan.
If you own additional shares of our common stock in certificated form, you
may deposit your certificates into your Plan account, free of charge. To use
this service, send your certificates to Mellon Investor Services by registered
mail with written instructions to deposit them into your Plan account for
safekeeping. The Plan Administrator will provide loss insurance coverage for
your certificates with a value not exceeding $100,000 in any one shipping
package that is mailed to its address at 85 Challenger Road, Ridgefield Park,
New Jersey 07660 by USPS registered mail or by any of the following overnight
couriers: Airborne, DHL, Emery, ExpressMail, FedEx, Purolator, TNT and UPS. Do
not endorse the certificates or complete the assignment section.
Note: Mail loss insurance covers only the replacement of shares of stock
and in no way protects against any loss resulting from fluctuations in the value
of such shares.
-11-
May I gift my shares out of the Plan?
You may gift or transfer your shares to any recipient you choose by:
. making an initial $250 cash investment to establish an account in the
recipient's name or
. transferring shares from your account to the recipient.
You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders. The Plan
Administrator will automatically place such new accounts in full dividend
reinvestment status. New participants, at their discretion, may elect another
option. If you participate in the dividend reinvestment portion of the Plan and
your request to either transfer all your shares or make a partial sale and
transfer the balance of your shares is received between the ex-dividend and the
dividend record date, the processing of your request may be held until after
your account is credited with reinvested dividends.
You must have your signature guaranteed by a financial institution
participating in the Medallion Guarantee program. The Medallion Guarantee
program ensures that the individual signing the certificate or transfer
instructions is in fact the registered owner as the name appears on the stock
certificate or stock power.
If you need additional assistance, please contact the Plan Administrator.
How do I get my stock certificates?
You may withdraw all or some of the shares from your Plan account by
notifying the Plan Administrator. Certificates will be issued for whole shares
only. If your request involves a fractional share, a check (less any applicable
fees) for the value of the fractional share will be mailed to you.
Certificates will be issued in the name(s) in which the account is
registered, unless otherwise instructed. If the certificate is issued in a name
other than that on your Plan account registration form, the signature on the
instructions or stock power must be guaranteed by a financial institution
participating in the Medallion Guarantee program, as described above.
What are the fees relating to participation in the Plan?
Please see Appendix A. The Plan Administrator will deduct the applicable
fees from the investment amount or proceeds from a sale.
How is my investment tracked?
If you participate in the dividend reinvestment portion of the Plan and you
hold more than 100 shares, the Plan Administrator will mail you a quarterly Plan
statement showing all transactions (shares, amounts invested, purchase prices)
for your account, including year-to-date and other account information. If you
own less than 100 shares, you will receive an annual Plan statement.
Supplemental statements or notices will be sent when you make an initial or
optional cash investment or a deposit, transfer or withdrawal of shares.
Please retain your Plan statements to establish the cost basis of shares
purchased under the Plan for income tax and other purposes.
-12-
You should notify the Plan Administrator promptly of any change in address
since all notices, statements and reports will be mailed to your address of
record.
How do I terminate participation in the dividend reinvestment portion of the
Plan?
You may discontinue the reinvestment of your dividends at any time by
giving notice to the Plan Administrator. The Plan Administrator must receive
such notice before the close of business on the record date for any dividend
payment in order to terminate your dividend reinvestment participation prior to
such dividend payment date. The Plan Administrator will continue to hold your
shares unless you request a certificate for any full shares and a check for any
fractional share. You may also request the sale of all or part of any such
shares or have the Plan Administrator electronically transfer your shares to
your brokerage account.
After you terminate from the dividend reinvestment portion of the Plan, you
may rejoin the Plan at any time by re-enrolling with the Plan Administrator.
However, the Plan Administrator has the right to reject such enrollment if you
repeatedly join and withdraw from the Plan, or for any other reason. The Plan
Administrator's exercise of such right is intended to minimize unnecessary
administrative expenses and to encourage use of the Plan as a long-term
shareholder investment service.
What are the material federal income tax consequences of my participation in the
Plan?
Your reinvested dividends will be treated for federal income tax purposes
in the same manner they would have been treated had you received such dividends
in cash on the applicable dividend payment date. Your tax basis in the shares
purchased will be equal to the amount of the cash dividends and optional cash
investments applied to the purchases of such shares. Your holding period for the
shares acquired pursuant to the Plan will begin on the day after the date the
shares are purchased. You may recognize gain or loss when your shares (including
fractional shares) are sold or otherwise disposed of in a taxable exchange,
whether by the Administrator on your behalf or by you upon withdrawal of your
shares from the Plan. The amount of such gain or loss will be the difference
between the amount you receive for the shares and your tax basis in such shares.
YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISER TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES THAT MAY RESULT FROM YOUR PARTICIPATION IN THE PLAN AND THE
SUBSEQUENT SALE OR OTHER DISPOSITION OF SHARES ACQUIRED UNDER THE PLAN,
INCLUDING THE EFFECT OF ANY APPLICABLE STATE, LOCAL AND FOREIGN TAX LAWS.
OTHER PROVISIONS
How do I view the status of my account?
You can view the status of your account at anytime by logging onto Investor
ServiceDirect at www.melloninvestor.com and entering your Social Security Number
----------------------
and the PIN number that you establish the first time you access your account.
How do I change or stop the automatic investment feature?
Simply access your account through Investor ServiceDirect on
www.melloninvestor.com, choose the "Purchase/Sell" menu and indicate your change
----------------------
in the "Periodic Purchase" selection. Your request must be received at least
three business days before the 24/th/ day of the month.
-13-
Plan modification or termination
We reserve the right to suspend, modify or terminate the Plan at any time.
You will receive notice of any such suspension, modification or termination. We,
together with the Plan Administrator, also reserve the right to change any
administrative procedures of the Plan.
Suspension or termination
We reserve the right to deny, suspend or terminate participation by a
shareholder who is using the Plan for purposes inconsistent with the intended
purpose of the Plan. In such event, the Plan Administrator will notify you in
writing and will continue to keep your shares safe but will no longer accept
optional cash investments or reinvest your dividends. The Plan Administrator
will issue a certificate to you upon request.
Limitation of liability
The Plan provides that neither we nor the Plan Administrator in
administering the Plan nor any independent agent will be liable for any act done
in good faith or for the good faith omission to act in connection with the Plan.
This includes, without limitation, any claims of liability:
. for failure to terminate your account upon your death prior to
receiving written notice of such death; or
. relating to purchase or sale prices reflected in your Plan account or
the dates of purchases or sales of your Plan shares; or
. for any loss or fluctuation in the market value after purchase or sale
of such shares. The foregoing does not represent a waiver of any
rights you may have under applicable securities laws.
USE OF PROCEEDS
We expect to use the net proceeds received from the issuance and sale of
common stock offered hereby for general corporate purposes, including capital
expenditures.
-14-
DESCRIPTION OF CAPITAL STOCK
We are authorized to issue 250,000,000 shares of common stock, $0.01 par
value per share, and 50,000,000 shares of preferred stock, par value $0.01 per
share.
Common Stock
As of March 31, 2002, there were 87,327,321 shares of common stock
outstanding, held of record by 123,000 shareholders. The holders of common stock
are entitled to one vote per share on all matters submitted to a vote of
shareholders. Our restated articles of incorporation do not permit cumulative
voting in the election of directors. Holders of common stock are entitled to
receive ratably such dividends as may be declared by our board of directors out
of funds legally available therefor, subject to preferences that may be
applicable to any outstanding preferred stock. In the event of liquidation,
dissolution or winding up of Puget Energy, holders of our common stock are
entitled to share ratably in all assets remaining after payment of liabilities
and the liquidation preference of any outstanding preferred stock. Holders of
common stock have no preemptive, subscription or conversion rights. There are no
redemption or sinking fund provisions applicable to the common stock. All the
outstanding shares of common stock are validly issued, fully paid and
nonassessable.
Preferred Stock
Our board of directors has authority to issue 50,000,000 shares of
preferred stock in one or more series and to fix the powers, designations,
preferences and relative, participating, optional or other rights thereof,
including dividend rights, conversion rights, voting rights, redemption terms,
liquidation preferences and the number of shares constituting any series,
without any further vote or action by our shareholders. The issuance of
preferred stock with voting and conversion rights may adversely affect the
voting power of the holders of common stock. Accordingly, preferred stock could
be issued with terms that could delay or prevent a change of control of Puget
Energy or make removal of management more difficult. We have no shares of
preferred stock outstanding as of the date of this prospectus.
Antitakeover Effects of Charter Documents and Washington State Law
Provisions of our restated articles of incorporation, our bylaws and
Washington State law may be deemed to have an antitakeover effect and may
collectively operate to delay, defer or prevent a tender offer or takeover
attempt that a shareholder might consider in his or her best interest, including
those attempts that might result in a premium over the market price for the
shares held by our shareholders.
Preferred Stock
As noted above, our board of directors, without shareholder approval, has
the authority under our restated articles of incorporation to issue preferred
stock with rights superior to the rights of the holders of common stock. As a
result, preferred stock could be issued quickly and easily, could adversely
affect the rights of holders of common stock and could be issued with terms
calculated to delay or prevent a change in control or make removal of management
more difficult.
-15-
Election and Removal of Directors
Our board of directors is divided into three classes, each class having a
three-year term that expires on a year different from the other classes. At each
annual meeting of shareholders, the successors to the class of directors whose
terms are expiring are elected to serve for three-year terms. This
classification of the board of directors has the effect of requiring at least
two annual shareholder meetings, instead of one, to replace a majority of the
directors. In addition, our directors may be removed only for cause. Because
this system of electing and removing directors generally makes it more difficult
for shareholders to replace a majority of the board of directors, it may
discourage a third party from making a tender offer or otherwise attempting to
gain control of Puget Energy and may maintain the incumbency of our board of
directors.
Shareholder Meetings
Our articles of incorporation provide that shareholders may not call a
special meeting of the shareholders. Our board of directors, the chairman of the
board, the chief executive officer and the president each may call special
meetings of shareholders.
Requirements for Advance Notification of Shareholder Nominations and Proposals
Shareholders can submit proposals and nominate candidates for our board
of directors only if the shareholders follow the advance notice procedures
described in our bylaws. To make a proposal or to nominate a candidate for our
board of directors, a shareholder must submit a timely notice to our secretary.
A shareholder's proposal must be received not fewer than 90 nor more than 120
days prior to the anniversary date of the prior year's annual meeting. A
shareholder's director nomination must be received not fewer than 120 nor more
than 150 days prior to the date of the annual meeting at which the person is
proposed to be nominated. For an election to be held at a special meeting of the
shareholders for the election of directors, a shareholder's director nomination
must be received not later than the close of business on the seventh business
day following the date on which notice of the special meeting is first given to
shareholders. Shareholder proposals or nominations must give specified
information about the shareholder and the proposal being made or the director
being nominated, as the case may be. Shareholder proposals and director
nominations that are late or that do not include the required information may be
rejected.
These advance notice requirements may delay the ability of shareholders
to bring before shareholder meetings matters other than those that our board of
directors deems appropriate and may provide sufficient time for our board of
directors to take appropriate steps to respond to those matters, or to prevent
the proposed business from being acted upon, if that response or prevention is
thought to be necessary or desirable for any reason.
Washington State Law
Washington State law imposes restrictions on certain transactions between
a corporation and certain significant shareholders. The Washington Business
Corporation Act generally prohibits a "target corporation" from engaging in
certain significant business transactions with an "acquiring person," which is
defined as a person or group of persons that beneficially owns 10% or more of
the voting securities of the target corporation, for a period of five (5) years
after such acquisition, unless the transaction or acquisition of shares is
approved by a majority of the members of the target corporation's board of
directors prior to the time of the acquisition. Such prohibited transactions
include, among other things,
. a merger or consolidation with, disposition of assets to, or issuance
or redemption of stock to or from, the acquiring person;
. termination of 5% or more of the employees of the target corporation
as a result of the acquiring person's acquisition of 10% or more of
the shares; or
. allowing the acquiring person to receive any disproportionate benefit
as a shareholder.
After the five-year period, a "significant business transaction" may
occur if it complies with "fair price" provisions specified in the statute. A
corporation may not "opt out" of this statute. This provision may have the
effect of delaying, deterring or preventing a change in control of Puget Energy.
-16-
Shareholder Rights Plan
We have a shareholders rights plan pursuant to which holders of our
common stock have been granted one preferred share purchase right on each
outstanding share of common stock. The preferred share purchase rights are not
currently exercisable and will become exercisable only upon the earlier of
. the close of business on the tenth business day after a public
announcement that a person has acquired beneficial ownership of 10% or
more of our outstanding shares of common stock and
. a date that our board of directors designates following the
commencement of, or first public disclosure of an intent to commence,
a tender or exchange offer for outstanding shares of common stock
which could result in the offeror becoming the beneficial owner of 10%
or more of our outstanding shares of common stock.
Each preferred share purchase right entitles its registered holder to
purchase from us one one-hundredth of a share of our Series R Participating
Cumulative Preferred Stock, at an exercise price of $65 per one one-hundredth of
a preferred share, subject to certain antidilution adjustments.
If a person acquires beneficial ownership of 10% or more of our
outstanding shares of common stock, the preferred share purchase rights will
thereafter entitle each right holder, other than a beneficial owner of 10% or
more of our outstanding shares of common stock, or any affiliate or associate of
that person, to exercise the right and receive shares of our common stock which
at the time of the transaction would have a market value of twice the exercise
price of the right.
Any preferred share purchase rights that are at any time beneficially
owned by a beneficial owner of 10% or more of our outstanding shares of common
stock, or any affiliate or associate of that person, will be null and void and
nontransferable. Furthermore, any holder of any preferred share purchase rights
who beneficially owns 10% or more than 10% of our shares of common stock, any
affiliate or associate of that person, or any purported transferee or subsequent
holder will be unable to exercise or transfer such person's preferred share
purchase rights.
After a person becomes the beneficial owner of 10% or more of our
outstanding shares of common stock, our board of directors may elect to exchange
each preferred share purchase right, other than those that have become null and
void and nontransferable as described above, without payment of the exercise
price of the right, for shares of common stock having a market value equal to
the exercise price of the right.
Each of the following events would entitle each holder of a preferred
share purchase right to exercise the right and receive shares of common stock of
another publicly traded corporation which at the time of the event would have a
market value of twice the exercise price of the right:
. the acquisition of Puget Energy in a merger by that publicly traded
corporation;
. a business combination between Puget Energy and that publicly traded
corporation; or
. the sale, lease, exchange or transfer of 50% or more of our assets or
assets accounting for 50% or more of our net income or revenues, in
one or more transactions, to that publicly traded corporation.
-17-
If any one of these events involved an entity that is not publicly
traded, each holder of a preferred share purchase right would be entitled to
exercise the right and, at the holder's option, receive:
. that number of shares of the surviving corporation in the transaction,
whether the surviving corporation is Puget Energy or the other
corporation, which at the time of the transaction would have a book
value of twice the exercise price of the right;
. that number of shares of the ultimate parent entity of the surviving
corporation which at the time of the transaction would have a book
value of twice the exercise price of the right; or
. that number of shares of common stock of the acquiring entity's
affiliate that has publicly traded shares of common stock, if any,
which at the time of the transaction would have a market value of
twice the exercise price of the right.
At any time prior to any person acquiring beneficial ownership of 10% or
more of our outstanding shares of common stock, our board of directors may
redeem the preferred share purchase rights in whole, but not in part. The
redemption price of $.01 per preferred share purchase right, subject to
adjustment in certain circumstances, may be in cash, shares of common stock or
other Puget Energy securities deemed by our board of directors to be at least
equivalent in value.
Because of the nature of the preferred shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a preferred share
issuable upon exercise of each preferred share purchase right should approximate
the value of one common share. Customary antidilution provisions are designed to
protect that relationship in the event of certain changes in the common and
preferred shares.
The preferred share purchase rights have certain antitakeover effects and
will cause substantial dilution to a person that attempts to acquire Puget
Energy on terms not approved by our board of directors. The preferred share
purchase rights should not affect any prospective offeror willing to make an
all-cash offer at a full and fair price, or willing to negotiate with our board
of directors. Similarly, the preferred share purchase rights will not interfere
with any merger or other business combination approved by our board of directors
since the board of directors may, at its option, redeem all, but not less than
all, of the then outstanding preferred share purchase rights at the redemption
price. The shareholder rights plan and the rights expire in December 2010.
PLAN OF DISTRIBUTION
Subject to the discussion below, we will distribute newly issued shares
of our common stock sold under the Plan. FutureShare, a registered
broker/dealer, will assist in the identification of investors and other related
services, but will not be acting as an underwriter with respect to shares of our
common stock sold under the Plan. There are no brokerage commissions or service
charges allocated to participants in the Plan in connection with their purchases
of such newly issued shares of common stock.
In connection with the administration of the Plan, we may be requested to
approve investments made pursuant to Requests for Waiver by or on behalf of
participants or other investors who may be engaged in the securities business.
-18-
Persons who acquire shares of our common stock through the Plan and
resell them shortly after acquiring them, including coverage of short positions,
under certain circumstances, may be participating in a distribution of
securities that would require compliance with Regulation M under the Securities
Exchange Act of 1934, and may be considered to be underwriters within the
meaning of the Securities Act of 1933. We will not extend to any such person any
rights or privileges other than those to which it would be entitled as a
participant, nor will we enter into any agreement with any such person regarding
the resale or distribution by any such person of the shares of our common stock
so purchased. We may, however, accept investments made pursuant to Requests for
Waiver by such persons.
From time to time, financial intermediaries, including brokers and
dealers, and other persons may engage in positioning transactions in order to
benefit from any waiver discounts applicable to investments made pursuant to
Requests for Waiver under the Plan. Those transactions may cause fluctuations in
the trading volume of our common stock. Financial intermediaries and such other
persons who engage in positioning transactions may be deemed to be underwriters.
We have no arrangements or understandings, formal or informal, with any person
relating to the sale of shares of our common stock to be received under the
Plan. We reserve the right to modify, suspend or terminate participation in the
plan by otherwise eligible persons to eliminate practices that are inconsistent
with the purpose of the Plan.
We will pay any and all brokerage commissions and related expenses
incurred in connection with purchases of our common stock under the plan. Upon
withdrawal by a participant from the plan by the sale of shares of our common
stock held under the Plan, the participant will receive the proceeds of that
sale less a transaction fee and any required tax withholdings or transfer taxes.
You will not incur fees, commissions or expenses in connection with
purchases made under the Plan. If you direct the Plan Administrator to sell
shares of common stock credited to your account, however, the Administrator will
deduct from the sales proceeds; (1) any applicable service fee (currently $15.00
per sale transaction) plus (2) the trading fee of $.10 per share.
TRANSFER AGENT AND REGISTRAR
Our Transfer Agent and Registrar is Mellon Investor Services, 85
Challenger Road, Ridgefield Park, New Jersey 07660.
LEGAL OPINION
The validity of the common stock offered hereby has been passed upon by
Perkins Coie LLP, Seattle, Washington.
EXPERTS
The financial statements and financial statement schedule incorporated in
this prospectus by reference to Puget Energy's Annual Report on Form 10-K for
the year ended December 31, 2001 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
-19-
APPENDIX A
----------
FEE SCHEDULE
Enrollment fee for new investors .......... $10.00
Purchase of shares ........................ Trading fee included in share price (currently
$0.10 per share, applicable when shares are
acquired by the Plan Administrator through its
broker)
Reinvestment of dividends ................. Trading fee included in share price(currently
$0.10 per share, applicable when shares are
acquired by the Plan Administrator through its
broker)
Optional cash investments ................. Trading fee included in share price(currently
$0.10 per share, applicable when shares are
acquired by the Plan Administrator through its
broker)
Sale of shares (partial or full):
Transaction fee ...................... $15 per sale transaction or liquidation
Trading fee .......................... Currently $0.10 per share
Gift or transfer of shares ................ No charge
Safekeeping of stock certificates ......... No charge
Certificate issuance ...................... No charge
Returned checks ........................... $35 per check or transaction
Duplicate statements:
Current year ......................... No charge
Prior year(s) ........................ $20 flat fee per request per each prior year
-20-
APPENDIX B
----------
"Request for Waiver" Optional Cash Investments of More than $10,000 Per Month
Threshold Price and Optional Cash
Waiver Discount, if any, Investments Must be Pricing Period Investment
Year will be set by received by Start Date Date
-------------- ---------------------------- ------------------------ ----------------- ----------------
2002 September 23 September 25 September 26 October 10
October 21 October 23 October 24 November 7
November 8 November 12 November 13 November 27
December 2 December 4 December 5 December 19
2003 January 21 January 22 January 23 February 7
February 10 February 12 February 13 February 28
March 3 March 5 March 6 March 20
March 25 March 27 March 28 April 11
April 21 April 23 April 24 May 8
May 9 May 13 May 14 May 29
May 30 June 3 June 4 June 18
June 24 June 26 June 27 July 14
July 21 July 23 July 24 August 7
August 8 August 12 August 13 August 27
September 2 September 4 September 5 September 19
September 23 September 25 September 26 October 10
October 20 October 22 October 23 November 6
November 7 November 11 November 12 November 26
December 1 December 3 December 4 December 18
PRICING PERIODS ARE AT THE DISCRETION OF PUGET ENERGY, INC. INVESTORS SHOULD NOT
RELY SOLELY ON THE ABOVE SCHEDULE AS PRICING PERIODSAND INVESTMENT DATES MAY
VARY. FOR MORE INFORMATION, PLEASE CONTACT THE PLAN ADMINISTRATOR AT (917)
320-6300.
-21-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Fees .......... $ 9,905
Printing and mailing fees ........................ 30,000
Transfer Agent and Registrar ..................... 28,000
Legal fees and expenses .......................... 10,000
Independent accountant fees ...................... 7,500
Miscellaneous .................................... 4,595
-------
Total ..................................... $90,000
=======
Item 15. Indemnification of Directors and Officers
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 6 of Puget Energy's bylaws, provide for
indemnification of Puget Energy's directors and officers to the maximum extent
permitted by Washington law.
Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's personal liability to the corporation or its shareholders for
monetary damages for conduct as a director, except in certain circumstances
involving intentional misconduct, knowing violations of law or illegal corporate
loans or distributions, or any transaction from which the director personally
receives a benefit in money, property or services to which the director is not
legally entitled. Article II of Puget Energy's restated articles of
incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to Puget Energy
and its shareholders.
Officers and directors of Puget Energy are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilities arising from certain alleged "wrongful acts," including alleged
errors or misstatements, or certain other alleged wrongful acts or omissions
constituting neglect or breach of duty.
II-1
Item 16. List of Exhibits
Exhibit
Number Description
--------- -------------------------------------------------------------------
3.1 Restated Articles of Incorporation of Puget Energy (incorporated by
reference to Exhibit 99.2 of the Current Report on Form 8-K (No.
333-77491) of Puget Energy filed on January 2, 2001).
3.2 Bylaws of Puget Energy (incorporated by reference to Exhibit 3.2 to
the Registration Statement on Form S-4 of Puget Energy (No.
333-77491) filed on April 30, 1999).
4.1 Rights Agreement (incorporated by reference to Exhibit 2.1 of the
Registration Statement on Form 8-A (File No. 1-16305) of Puget
Energy filed on January 2, 2001).
5.1+ Opinion of Perkins Coie LLP regarding the legality of the common
stock being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2+ Consent of Perkins Coie LLP (See Exhibit 5.1).
24.1+ Power of Attorney (See signature page).
99.1+ Amended and Restated Puget Energy, Inc. Stock Purchase and Dividend
Reinvestment Plan.
---------------
+ Previously filed.
Item 17. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commissions
pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
II-2
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 and Form F-3, and
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or forwarded to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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.
(3) To remove from registration, by means of a post-effective amendment,
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned 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, where applicable, each filing of an employee benefits
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.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions described under Item 15 above,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Puget Energy,
Inc. 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 amendment no. 3
to the registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the City of Bellevue, State of Washington, on
September 10th, 2002.
PUGET ENERGY, INC.
By: /s/ Stephen P. Reynolds*
------------------------------------------
Stephen P. Reynolds
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment no. 3 to the registration statement has been signed by the
following persons in the capacities indicated below on the 10th day of
September, 2002.
Signature Title
--------- -----
/s/ Stephen P. Reynolds*
-------------------------- President, Chief Executive Officer and Director
Stephen P. Reynolds (Principal Executive Officer)
/s/ Stephen A. McKeon*
-------------------------- Senior Vice President-Finance and Legal
Stephen A. McKeon and Chief Financial Officer
(Principal Financial Officer)
/s/ James W. Eldredge
-------------------------- Corporate Secretary and Chief Accounting Officer
James W. Eldredge (Principal Accounting Officer)
II-4
Signatures Title
---------- -----
/s/ Douglas P. Beighle*
--------------------------------- Chairman of the Board of Directors
Douglas P. Beighle
/s/ Charles W. Bingham*
--------------------------------- Director
Charles W. Bingham
/s/ Phyllis J. Campbell*
--------------------------------- Director
Phyllis J. Campbell
/s/ Craig W. Cole*
--------------------------------- Director
Craig W. Cole
/s/ Robert L. Dryden*
--------------------------------- Director
Robert L. Dryden
/s/ John D. Durbin*
--------------------------------- Director
John D. Durbin
/s/ Tomio Moriguchi*
--------------------------------- Director
Tomio Moriguchi
/s/ Kenneth P. Mortimer*
--------------------------------- Director
Kenneth P. Mortimer
/s/ Sally G. Narodick*
--------------------------------- Director
Sally G. Narodick
*By: /s/ James W. Eldredge
-----------------------------
James W. Eldredge
Attorney-in-fact
II-5
EXHIBIT INDEX
Exhibit
Number Description
-------- ------------------------------------------------------------------
3.1 Restated Articles of Incorporation of Puget Energy (incorporated
by reference to Exhibit 99.2 of the Current Report on Form 8-K
(No. 333-77491) of Puget Energy filed on January 2, 2001).
3.2 Bylaws of Puget Energy (incorporated by reference to Exhibit 3.2
to the Registration Statement on Form S-4 of Puget Energy (No.
333-77491) filed on April 30, 1999).
4.1 Rights Agreement (incorporated by reference to Exhibit 2.1 of the
Registration Statement on Form 8-A (File No. 1-16305) of Puget
Energy filed on January 2, 2001).
5.1+ Opinion of Perkins Coie LLP regarding the legality of the common
stock being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2+ Consent of Perkins Coie LLP (See Exhibit 5.1).
24.1+ Power of Attorney (See signature page).
99.1+ Amended and Restated Puget Energy, Inc. Stock Purchase and
Dividend Reinvestment Plan.
--------------------
+ Previously filed