<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1995
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
PUGET SOUND POWER & LIGHT COMPANY
(Exact name of Registrant as Specified in Its Charter)
Washington 91-0374630
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
411 - 108th Avenue N.E.
Bellevue, Washington 98004-5515
(Address of Principal Executive Offices, Including Zip Code)
LONG-TERM INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
WILLIAM S. WEAVER
Executive Vice President
and Chief Financial Officer
Puget Sound Power & Light Company
411 - 108th Avenue N.E.
Bellevue, Washington 98004-5515
(206) 454-6363
(Name, Address and Telephone Number,
Including Area Code, of Agent For Service)
_______________________
Copy to:
J. Sue Morgan
Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
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CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate
Securities to to be Price Per Offering Amount of
be Registered Registered Share(1) Price(1) Registration Fee
_____________________________________________________________________________
Common Stock 500,000 (3) $21.50 $10,750,000 $3,707
(without par
value)(2)
=============================================================================
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended
(the "Securities Act"). The price per share is estimated to be
$21.50, based on the average of the high and low prices for the
Common Stock as reported on the New York Stock Exchange on August 11,
1995.
(2) Includes associated Preference Stock Purchase Rights. Prior to the
occurrence of certain events, the Preference Stock Purchase Rights
will not be evidenced or traded separately from the Common Stock.
(3) Includes an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance
pursuant to such plan as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Registrant.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed with the Securities and Exchange Commission
(the "Commission") under Section 15d-2 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on March 14, 1995, which contains
certified financial statements for the most recent fiscal year for which such
statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Annual Report on Form 10-K referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission under
Section 12(b) of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities covered
hereby then remaining unsold shall also be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
commencing on the respective dates on which such documents are filed.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act 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. Article VIII of the
Registrant's Bylaws provides for the indemnification of the Registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation
or its shareholders for monetary damages for acts or omissions as a
director, except in certain circumstances involving intentional misconduct,
or a knowing violation of law, approval of distributions or loans in
violation of Section 23B.06.400 of the Washington Business Corporation Act,
or any transaction from which the director will personally receive a benefit
in money, property or services to which the director is not legally
entitled. Article X of the Registrant's Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by
Washington law, such limitations on a director's liability to the Registrant
and its shareholders.
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Item 8. EXHIBITS
Exhibit
Number Description
_______ _________________________________________________
5.1 Opinion of Perkins Coie regarding legality of the Common Stock
being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Perkins Coie (included in its Opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Long-Term Incentive Compensation Plan (Appendix A to Company's
Definitive Proxy Statement (Form DEF 14A) filed March 27, 1995)
Item 9. 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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or events
arising after the effective date of this 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
this Registration Statement; and
(c) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 that remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act
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 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bellevue, State of Washington, on
the 11th day of July, 1995.
PUGET SOUND POWER & LIGHT COMPANY
By R. R. Sonstelie
________________________________
R. R. Sonstelie
President and Chief Executive Officer
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY AUTHORIZES R.R. SONSTELIE,
WILLIAM S. WEAVER AND JAMES W. ELDREDGE, AND EACH OF THEM, AS ATTORNEYS-IN-
FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE IN THE NAME AND ON BEHALF
OF SUCH PERSON, INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW, AND TO FILE,
ANY OR ALL AMENDMENTS (INCLUDING PRE-EFFECTIVE AND POST-EFFECTIVE
AMENDMENTS)TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
COMMISSION.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on the
11th day of July, 1995, in the capacities indicated.
Signature Title
R. R. Sonstelie President, Chief Executive Officer and Director
_______________________ (Principal Executive Officer)
R. R. Sonstelie
William S. Weaver Executive Vice President, Chief Financial Officer
_______________________ and Director (Principal Financial Officer)
William S. Weaver
James W. Eldredge Corporate Secretary, Controller and
_______________________ Chief Accounting Officer
James W. Eldredge
Douglas P. Beighle Director
_______________________
Douglas P. Beighle
Charles W. Bingham Director
_______________________
Charles W. Bingham
Phyllis J. Campbell Director
_______________________
Phyllis J. Campbell
John D. Durbin Director
_______________________
John D. Durbin
John W. Ellis Director
_______________________
John W. Ellis
Daniel J. Evans Director
_______________________
Daniel J. Evans
Nancy L. Jacob Director
_______________________
Nancy L. Jacob
Director
______________________
R. Kirk Wilson
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INDEX TO EXHIBITS
Exhibit
Number Description
_______ __________________________________________
5.1 Opinion of Perkins Coie regarding legality
of the Common Stock being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Perkins Coie (included in its
Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (see signature page)
99.1 Long-Term Incentive Compensation Plan (Appendix A to Company's
Definitive Proxy Statement (Form DEF 14A) filed March 27, 1995)
<PAGE>
EXHIBIT 5.1
August 16, 1995
Puget Sound Power & Light Company
411 - 108th Avenue N.E.
Bellevue, WA 98004-5515
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 500,000 shares of Common
Stock, without par value (the "Shares") which may be issued pursuant to the
Long-Term Incentive Compensation Plan (the "Plan"). We have examined the
Registration Statement and such documents and records of the Company and
other documents as we have deemed necessary for the purpose of this opinion.
Based upon and subject to the foregoing, we are of the opinion that the
Shares that may be issued pursuant to the Plan have been duly authorized and
that, upon the due execution by the Company and the registration by its
registrar of such Shares and the sale thereof by the Company in accordance
with the terms of the Plan, and the receipt of consideration therefor in
accordance with the terms of the Plan, such Shares will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
Perkins Coie
_________________
Perkins Coie
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
_________________________________________
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated February 10, 1995, on our audits of the
consolidated financial statements and financial statement schedules of Puget
Sound Power & Light Company as of December 31, 1994 and 1993 and for the
three years in the period ended December 31, 1994, which report is included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1994.
Coopers & Lybrand L.L.P.
________________________
Coopers & Lybrand L.L.P.
Seattle, Washington
August 15, 1995
