As filed with the Securities and Exchange Commission on March 14, 1997
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
PUGET SOUND ENERGY, INC.
(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) (Zip Code)
LONG-TERM INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
WILLIAM S. WEAVER
Vice Chairman
Puget Sound Energy, Inc.
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
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 700,000 (3) $25.4375 $17,850,000 $5,396
(without par
value)
=============================================================================
(1) Estimated solely for the purpose 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
$25.4375, based on the average of the high and low prices for the
Common Stock as reported on the New York Stock Exchange on March 11,
1997.
(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.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Registrant's latest Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed with the Securities and Exchange
Commission (the "Commission") under Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), 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 of 1933, as amended. 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 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.
Item 8. EXHIBITS
Exhibit
Number Description
_______ ________________________________________________________________
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (see Signature Page)
99.1 Amended and Restated Long-Term Incentive Compensation Plan, as
amended (Incorporated by reference to Annex J to the Registrant's
Definitive Proxy Statement filed February 1, 1996, with respect
to the Registrant's Special meeting of Shareholders held on
March 20, 1996)
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.
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 13th day of March, 1997.
PUGET SOUND ENERGY, INC.
By s/s R. R. Sonstelie
______________________________
R. R. Sonstelie
Chairman and Chief Executive Officer
POWER OF ATTORNEY
EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY AUTHORIZES R.R. SONSTELIE,
WILLIAM S. WEAVER, JAMES P. TORGERSON 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
13th day of March, 1997, in the capacities indicated.
Signature Title
_________ _____
s/s R. R. Sonstelie Chairman, Chief Executive Officer and Director
_______________________ (Principal Executive Officer)
R. R. Sonstelie
s/s William S. Weaver Vice Chairman and Director
_______________________
William S. Weaver
s/s James P. Torgerson Vice President and
_______________________ Chief Financial Officer
James P. Torgerson (Principal Financial Officer)
s/s James W. Eldredge Corporate Secretary, Controller and
_______________________ Chief Accounting Officer
James W. Eldredge
s/s Douglas P. Beighle Director
_______________________
Douglas P. Beighle
s/s Charles W. Bingham Director
_______________________
Charles W. Bingham
s/s Phyllis J. Campbell Director
_______________________
Phyllis J. Campbell
s/s Donald J. Covey Director
_______________________
Donald J. Covey
s/s Robert L. Dryden Director
_______________________
Robert L. Dryden
s/s John D. Durbin Director
_______________________
John D. Durbin
s/s John W. Ellis Director
_______________________
John W. Ellis
s/s Daniel J. Evans Director
_______________________
Daniel J. Evans
Director
_______________________
Nancy L. Jacob
s/s Tomio Moriguchi Director
_______________________
Tomio Moriguchi
s/s Sally G. Narodick Director
_______________________
Sally G. Narodick
s/s R. Kirk Wilson Director
_______________________
R. Kirk Wilson
INDEX TO EXHIBITS
Exhibit
Number Description
_______ __________________________________________
23.1 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (see Signature Page)
99.1 Amended and Restated Long-Term Incentive
Compensation Plan (incorporated by reference
to Annex J to the Registrant's Definitive
Proxy Statement filed February 1, 1996, with
respect to the Registrant's Special Meeting of
Shareholders held on March 20, 1996)
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
_________________________________________
We consent to the incorporation by reference in the registration statement of
Puget Sound Power & Light Company (now Puget Sound Energy, Inc.) on Form S-8
of our report dated February 12, 1996, on our audits of the consolidated
financial statements and financial statement schedule of Puget Sound Power &
Light Company as of December 31, 1995 and 1994 and for the years ended
December 31, 1995, 1994 and 1993, which report is included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
s/s Coopers & Lybrand
________________________
Coopers & Lybrand L.L.P.
Seattle, Washington
March 14, 1997
