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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 1
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PUGET SOUND ENERGY, INC.
(Name of Issuer)
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PUGET SOUND ENERGY, INC.
(Name of Person Filing Statement)
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES B ($25 PAR VALUE), CUSIP NO.
745332 78 3
4.70% PREFERRED STOCK ($100 PAR VALUE), CUSIP NO. 745332 20 5
4.84% PREFERRED STOCK ($100 PAR VALUE), CUSIP NO. 745332 30 4
(Title and CUSIP Number of Class of Securities)
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DONALD E. GAINES
TREASURER
PUGET SOUND ENERGY, INC.
411 - 108TH AVENUE N.E.
BELLEVUE, WASHINGTON 98004-5515
(425) 454-6363
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
____________
COPIES TO:
ANDREW BOR
PERKINS COIE
1201 THIRD AVENUE, 40TH FLOOR
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
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JULY 11, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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Transaction Valuation(1) Amount of Filing Fee(2)
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$ 45,323,015 $ 9,065
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(1) Determined in accordance with Section 13(e)(3) of the Securities Exchange
Act of 1934, as amended, and Rule 0-11(b)(1) thereunder. This Transaction
Valuation assumes, solely for purposes of calculating the Filing Fee for
this Schedule 13E-4, that the issuer purchases all outstanding shares of its
(a) Adjustable Rate Cumulative Preferred Stock, Series B ($25 par value)
("Adjustable Rate Preferred") at $25.625 per share, net to the seller in
cash, (b) 4.70% Preferred Stock ($100 par value) ("4.70% Preferred") at
$89.32 per share, net to the seller in cash, and (c) 4.84% Preferred Stock
($100 par value) ("4.84% Preferred") at $91.51 per share, net to the seller
in cash. As of the date hereof, 1,401,500 shares of Adjustable Rate
Preferred, 56,215 shares of 4.70% Preferred and 47,956 shares of 4.84%
Preferred are issued and outstanding.
(2) Fee previously paid.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $__________ Filing party: __________
Form or registration no.: ___________ Date filed: __________
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This Amendment No. 1 (this "Amendment") to the Issuer Tender Offer
Statement originally filed by Puget Sound Energy, Inc., a Washington corporation
("PSE"), on July 11, 1997 (the "Original Statement") relates to the Offer to
Purchase attached as Exhibit (a)(1) to the Original Statement (the "Offer to
Purchase"). Capitalized terms used but not otherwise defined in this Amendment
shall have the respective meanings assigned to such terms in the Offer to
Purchase.
EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION IN THE
ORIGINAL STATEMENT REMAINS UNCHANGED.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented to add the following:
(a)(11) Notice to Shareholders, dated July 31, 1997.
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SIGNATURE
After due inquiry, and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
PUGET SOUND ENERGY, INC.
By /s/ Donald E. Gaines
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Donald E. Gaines
Treasurer
Dated: July 31, 1997
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EXHIBIT (A)(11)
July 31, 1997
REMINDER
Holders of Preferred Stock of
Puget Sound Energy, Inc.
RE: TENDER OFFER FOR CERTAIN SERIES OF PSE'S PREFERRED STOCK
Dear Shareholder:
Recently you received information pertaining to the Offers to Purchase for
Cash by Puget Sound Energy, Inc. ("PSE") for any and all outstanding shares of
each of the following series of Preferred Stock of PSE (collectively, the
"Shares"):
Adjustable Rate Cumulative Preferred Stock, Series B ($25 par value) at
$25.625 per share
4.70% Preferred Stock ($100 par value) at $89.32 per share
4.84% Preferred Stock ($100 par value) at $91.51 per share
PLEASE BE AWARE THAT EACH OFFER WILL EXPIRE AT 8:00 P.M., NEW YORK CITY
TIME, ON FRIDAY, AUGUST 8, 1997, UNLESS THE OFFER IS EXTENDED.
PSE believes each of the Offers is fair to unaffiliated holders of Shares.
In making this determination on July 10, 1997, PSE considered that the
Offers would give holders of the Adjustable Rate Preferred Stock the
opportunity to sell their shares at what PSE believed to be a premium over the
expected price at which such shares would trade in the market on such date and
that the Offer would provide such holders who are considering a sale of all or
a portion of the shares of Adjustable Rate Preferred Stock the opportunity to
sell those shares for cash without the usual transaction costs associated with
open-market sales. Based upon the last reported sale price on NYSE for the
Adjustable Rate Preferred Stock prior to the date of commencement of the Offer
of $24.75 per share on July 10, 1997, the Offer price of $25.625 per share for
the Adjustable Rate Preferred Stock represented a premium of $1.175 per share,
or 4.81% over such last reported sale price, after subtracting the accrued
dividend component of $0.30 per share. PSE established the premium for the
Adjustable Rate Preferred Stock at a level that PSE believed was, together
with the elimination of transaction costs, attractive to the holders of the
Adjustable Rate Preferred Stock based upon a comparison with premiums offered
by utilities for preferred stock for which there is an established trading
market, which premiums ranged from 0.25% to 4.21% and that preserved the
economic basis of the Offer for PSE.
Since there is no established trading market for the 4.70% Preferred Stock
or the 4.84% Preferred Stock, PSE was not and is not able to determine
conclusively whether either of the Offer prices for such series of Preferred
Stock represents a premium over prices that could otherwise be obtained. PSE
determined the Offer price of $89.32 per share for the 4.70% Preferred Stock
and the Offer price of $91.51 per share for the 4.84% Preferred Stock with
reference to the relationship of prices offered by utilities during an
approximately eight month period prior to the commencement of the Offers for
preferred stock with dividend characteristics similar to the 4.70% Preferred
Stock and the 4.84% Preferred Stock to yields on reference securities as in
effect at the time of such other offers. Specifically, each such Offer price
was calculated to produce a yield equivalent to the yield on the 30-year U.S.
Treasury Bond on July 9, 1997, less 100 basis points. PSE believes that such a
yield is approximately 60 to 70 basis points lower than the expected yield of
preferred stock with dividend and other characteristics similar to the 4.70%
Preferred Stock and the 4.84% Preferred Stock. Accordingly, because yields and
prices are inversely related, PSE believes that each of the Offer prices for
the 4.70% Preferred Stock and the 4.84% Preferred Stock represents a premium
over the fair market value, absent a tender offer, of such other comparable
preferred stock. PSE was advised by the Dealer Manager that the magnitude of
the discount to benchmark U.S. Treasury securities described above was used to
determine the prices offered in other recent transactions similar to the
Offers. In connection with calculating the yield, PSE analyzed yields on
municipal
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securities of similar maturities for reference purposes, since preferred stock
eligible for a dividends received deduction under the Internal Revenue Code of
1986, such as the 4.70% Preferred Stock and the 4.84% Preferred Stock,
typically trades by reference to such yields. PSE also considered that the
Offers create liquidity for the holders of the 4.70% Preferred Stock and the
4.84% Preferred Stock.
In addition to the objective factors described in the two preceding
paragraphs, PSE considered certain subjective factors, including, but not
limited to, general industry outlook, general market supply of securities of
similar type and supply and demand factors in the securities markets
generally. Although the weighting of these factors is a subjective
determination, PSE gave relatively more weight to the objective factors
described above. PSE does not believe that the transactions will result in a
material change to PSE's net book value, going concern value or future
prospects, and, accordingly, PSE did not take these factors into account in
assessing the fairness of each of the Offers to unaffiliated holders of
Shares. Moreover, PSE did not consider the liquidation value of any of the
Shares or the prices paid by PSE in prior purchases of the Shares in
determining the Offer prices. PSE believes that preferred stock with
characteristics similar to the Shares typically trades by reference to yields
on benchmark reference securities. PSE therefore does not consider liquidation
values or prices paid in prior purchases to be relevant or meaningful in the
determination of the fairness of the Offers.
The Offers are made upon the terms and subject to the conditions set forth
in the Offer to Purchase dated July 11, 1997 and in the applicable Letter of
Transmittal for the series of Shares tendered, which were furnished to you
previously.
If you wish to accept the Offer and tender your Shares, please direct your
commercial bank, broker, trust company or other nominee to effect the
transaction on your behalf.
If you have any questions on how to tender your Shares or need copies of the
Offer to Purchase, any Letter of Transmittal or other Offer materials, please
call the Information Agent:
MACKENZIE PARTNERS, INC.
(800) 322-2885
If you have any general questions regarding the Offers, please call the
Dealer Manager:
SMITH BARNEY INC.
(800) 655-4811
