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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January 2, 2001
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Date of Report (Date of
earliest event reported)
PUGET ENERGY, INC.
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(Exact Name of Registrant as Specified in Charter)
Washington 1-16305 91-1969407
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
411--108th Avenue N.E., Bellevue, WA 98004-5515
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(Address of Principal Executive Offices) (Zip Code)
(425) 454-6363
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On October 23, 2000, Puget Energy, Inc.'s board of directors declared a
dividend of one preferred share purchase right for each outstanding share of our
common stock. The dividend was paid on December 29, 2000 to our shareholder of
record on that date. In addition, our board of directors authorized the issuance
of one preferred share purchase right for each additional share of common stock
that becomes outstanding between December 29, 2000 and the earliest of:
. the distribution date, which is the earliest of: (1) 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 (2) 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;
. the date on which the rights expire, December 21, 2010; and
. the date, if any, on which we redeem the preferred share purchase rights.
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 a price of $65 per one one-hundredth of a
preferred share, subject to adjustment as described below. The description and
terms of the preferred share purchase rights are set forth in a Rights Agreement
we executed with Mellon Investor Services LLC, as Rights Agent. A copy of the
Rights Agreement is attached as Exhibit 2.1 to our Registration Statement on
Form 8-A filed with the Securities and Exchange Commission on January 2, 2001.
Until the distribution date, the preferred share purchase rights will be
evidenced by the certificates for the shares of common stock registered in the
names of the holders, rather than by separate certificates. Therefore, until the
distribution date, or earlier redemption or expiration of the preferred share
purchase rights, the preferred share purchase rights will be transferred with
and only with the shares of common stock.
As soon as possible after the distribution date, separate certificates
evidencing the preferred share purchase right will be mailed to holders of
record of the shares of common stock as of the close of business on the
distribution date [and to each initial
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record holder of certain shares of common stock originally issued after the
distribution date.] These separate certificates alone will evidence the
preferred share purchase rights from that time forward.
The preferred share purchase rights are not exercisable until the
distribution date and will expire on December 21, 2010, unless we redeem or
exchange them prior to expiration, as described below.
To preserve the economic value of the preferred share purchase rights, the
number of preferred shares or other securities issuable upon exercise of a
preferred share purchase right, the purchase price, the redemption price and the
number of preferred share purchase rights associated with each outstanding
common share are all subject to adjustment by our board of directors. Our board
of directors may make adjustments in the event of any change in the common or
preferred shares, including, for example, changes associated with stock
dividends or stock splits, recapitalization, mergers or consolidations, split-
ups, split-offs or spin-offs, or distributions of cash, assets, options,
warrants, indebtedness or suscription rights to holders of common or preferred
shares.
If a person acquires beneficial ownership of 10% or more of our outstanding
shares of common stock, the preferred share purchase rights will 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
purchase, for the purchase price, the number of shares of common stock which at
the time of the transaction would have a market value of twice the purchase
price.
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 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 their 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, for shares of common stock, without
payment of the purchase price. The exchange rate in this situation would be one-
half of the number of shares of common stock that would otherwise be issuable at
that time upon the exercise of one preferred share purchase right.
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Each of the following events would entitle each holder of a preferred share
purchase right to purchase, for the purchase price, that number of shares of
common stock of another publicly traded corporation which at the time of the
event would have a market value of twice the purchase price:
. 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.
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 purchase,
for the purchase price and at such holder's option:
. 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
purchase price;
. 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 purchase price; or
. that number of shares of common stock of the acquiring entity's affiliate
which has publicly traded shares of common stock, if any, which at the time
of the transaction would have a market value of twice the purchase price.
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 as provided in the Rights Agreement, may be in cash, shares of common
stock or other Puget Energy securities deemed by the board of directors to be at
least equivalent in value.
At any time prior to the distribution date, we may, without the approval of
any holder of the preferred share purchase rights, supplement or amend any
provision of the Rights Agreement, including the date on which the distribution
date would occur, the time during which the preferred share purchase rights may
be redeemed and the terms of the preferred shares.
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The preferred shares issuable upon exercise of the preferred share purchase
rights have the following characteristics:
. they are not redeemable;
. the holders of preferred shares will be entitled to a preferential
quarterly dividend payment equal to the greater of (a) $.01 per share and
(b) 100 times the dividend declared per common share, if any;
. the holders of preferred shares will be entitled to a preferential payment
per share of all accrued and unpaid dividends and distributions per share,
plus 100 times the distribution to be made per common share in the event of
Onyx's voluntary or involuntary dissolution, liquidation or winding up;
. the holders of preferred shares will be entitled to 100 votes per share,
voting together with the shares of common stock; and
. the holders of preferred shares will be entitled to receive, per share, 100
times the amount received per common share, in the event of any merger,
business combination, consolidation or other transaction in which the
shares of common stock are exchanged.
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.
We may, but are not required to, issue fractional shares which are an
integral multiple of one one-hundredth of a preferred share upon the exercise of
preferred share purchase rights. In lieu of fractional shares, we may utilize a
depository arrangement as provided by the terms of the preferred shares. In the
case of fractions other than one one-hundredth of a preferred share or integral
multiples thereof, we may make a cash payment based on the market price of such
shares.
Until a preferred share purchase right is exercised, the holder of such
right will have no rights as a Puget Energy shareholder, including, without
limitation, the right to vote or receive dividends.
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
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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.
This summary of the preferred share purchase rights is not complete and is
qualified in its entirety by reference to the Rights Agreement, which is filed
as an exhibit to our Registration Statement on Form 8-A filed January 2, 2001
and is incorporated into this document by reference. A copy of the Rights
Agreement is also available from Puget Energy free of charge.
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Item 7. Exhibits
4.1 Rights Agreement, dated as of December 21, 2000, between Puget Energy, Inc.
and Mellon Investor Services LLC, incorporated herein by reference to
Exhibit 2.1 to the Company's Registration Statement on Form 8-A, filed
January 2, 2001.
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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 ENERGY, INC.
Dated: January 10, 2001 By /s/ James W. Eldredge
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JAMES W. ELDREDGE
Corporate Secretary
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Rights Agreement, dated as of December 21, 2000, between
Puget Energy, Inc. and Mellon Investor Services LLC,
incorporated herein by reference to Exhibit 2.1 to the
Company's Registration Statement on Form 8-A, filed
January 2, 2001.
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