<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
____________
PUGET SOUND ENERGY, INC.
(Name of the Issuer)
____________
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)
____________
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
____________
This Statement is filed in connection with:
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [_]
____________
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
================================================================================
Transaction Valuation(1) Amount of Filing Fee
- --------------------------------------------------------------------------------
<S> <C>
$ 45,323,015 $ 9,065
================================================================================
</TABLE>
(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-3, 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.
[X] 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: $9,065 Filing party: Puget Sound Energy, Inc.
Form or registration no.: Schedule 13E-4 Date filed: July 11, 1997
================================================================================
<PAGE>
This Rule 13e-3 Transaction Statement (this "Statement") relates to the
Offer by Puget Sound Energy, Inc. ("PSE"), a Washington corporation, pursuant to
its Offer to Purchase dated July 11, 1997 (the "Offer to Purchase"), to purchase
any and all of the outstanding shares of the following series of Preferred Stock
of PSE:
<TABLE>
<CAPTION>
PURCHASE PRICE
SERIES PER SHARE
- ------------------------------------------------------------------------ --------------
<S> <C>
Adjustable Rate Cumulative Preferred Stock, Series B ($25 par value) $25.625
4.70% Preferred Stock ($100 par value) $89.32
4.84% Preferred Stock ($100 par value) $91.51
</TABLE>
<PAGE>
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Issuer Tender
Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") filed by PSE with the
Securities and Exchange Commission (the "Commission") on the date hereof of the
information required to be included in response to the items of this Statement.
The information set forth in the Schedule 13E-4, which is filed herewith as
Exhibit (g)(1), including all exhibits thereto, is expressly incorporated herein
by reference and responses to each item herein are qualified in their entirety
by the corresponding responses in the Schedule 13E-4.
<TABLE>
<CAPTION>
ITEM IN LOCATION IN
SCHEDULE 13E-3 SCHEDULE 13E-4
-------------- --------------
<S> <C>
Item 1(a) Item 1(a)
Item 1(b) Item 1(b)
Item 1(c) Item 1(c)
Item 1(d) *
Item 1(e) *
Item 1(f) *
Item 2(a) *
Item 2(b) *
Item 2(c) *
Item 2(d) *
Item 2(e) *
Item 2(f) *
Item 2(g) *
Item 3(a)(1) *
Item 3(a)(2) *
Item 3(b) *
Item 4(a) *
Item 4(b) *
Item 5(a) Item 3(b)
Item 5(b) Item 3(c)
Item 5(c) Item 3(d)
Item 5(d) Item 3(e)
Item 5(e) Item 3(f)
Item 5(f) Item 3(i)
Item 5(g) Item 3(j)
Item 6(a) Item 2(a)
Item 6(b) *
Item 6(c) Item 2(b)
Item 6(d) *
Item 7(a) Item 3
Item 7(b) *
Item 7(c) *
Item 7(d) *
Item 8(a) *
Item 8(b) *
Item 8(c) *
Item 8(d) *
Item 8(e) *
Item 8(f) *
Item 9(a) *
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
ITEM IN LOCATION IN
SCHEDULE 13E-3 SCHEDULE 13E-4
-------------- --------------
<S> <C>
Item 9(b) *
Item 9(c) *
Item 10(a) *
Item 10(b) *
Item 11 Item 5
Item 12(a) *
Item 12(b) *
Item 13(a) *
Item 13(b) *
Item 13(c) *
Item 14(a) Item 7(a)
Item 14(b) Item 7(b)
Item 15(a) *
Item 15(b) Item 6
Item 16 Item 8(e)
Item 17(a) Item 9(b)
Item 17(b) *
Item 17(c) Item 9(c)
Item 17(d) Item 9(a)
Item 17(e) *
Item 17(f) Item 9(f)
</TABLE>
_______________
* The Item is located in the Schedule 13E-3 only.
-3-
<PAGE>
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION
(a) The name of the issuer is Puget Sound Energy, Inc. ("PSE"), a
Washington corporation. The address of its principal executive offices is 411 -
108th Avenue N.E., Bellevue, Washington 98004-5515.
(b)-(d) The information set forth on the front cover page and in the
section entitled "Price Range of Shares; Dividends" in the Offer to Purchase is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
(e) Not applicable.
(f) The information set forth in the section entitled "Transactions and
Agreements Concerning the Shares" in the Offer to Purchase is incorporated
herein by reference pursuant to General Instruction D to Schedule 13E-3.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by PSE, an electric and gas utility
incorporated in the state of Washington. The address of PSE's principal
executive offices is 411 - 108th Avenue N.E., Bellevue, Washington 98004-5515.
(a)-(d) Not applicable.
(e) No executive officer or director of PSE has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(f) No executive officer or director of PSE has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which proceeding resulted in such officer or director
being subject to a judgment, decree or final order enjoining further violations
of, or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
(g) Not applicable.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)-(b) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth on the front cover page and in the sections
entitled "Introduction," "Summary," "Terms of the Offer," "Special Factors -
Purpose of the Offer; Certain Effects of the Offer," "Source and Amount of
Funds," "Transactions and Agreements Concerning the Shares" and "Fees and
Expenses" in the Offer to Purchase is incorporated herein by reference pursuant
to General Instruction D to Schedule 13E-3.
(b) Not applicable.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a)-(g) The information set forth in the section entitled "Special Factors-
Purpose of the Offer; Certain Effects of the Offer" in the Offer to Purchase is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
-4-
<PAGE>
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) The information set forth in the section entitled "Source and Amount of
Funds" in the Offer to Purchase is incorporated herein by reference pursuant to
General Instruction D to Schedule 13E-3.
(b) The information set forth in the section entitled "Fees and Expenses"
in the Offer to Purchase is incorporated herein by reference pursuant to General
Instruction D to Schedule 13E-3.
(c) The information set forth in the sections entitled "Special Factors
- -Purpose of the Offer; Certain Effects of the Offer" and "Source and Amount of
Funds" in the Offer to Purchase is incorporated herein by reference pursuant to
General Instruction D to Schedule 13E-3.
(d) Not applicable
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) The information set forth in the section entitled "Special Factors-
Purpose of the Offer; Certain Effects of the Offer" in the Offer to Purchase is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
(b) Not applicable.
(c) The information set forth in the sections entitled "Special Factors-
Purpose of the Offer; Certain Effects of the Offer" and "Source and Amount of
Funds" in the Offer to Purchase is incorporated herein by reference pursuant to
General Instruction D to Schedule 13E-3.
(d) The information set forth in the sections entitled "Special Factors,"
"Price Range of Shares; Dividends" and "Source and Amount of Funds" in the
Offer to Purchase is incorporated herein by reference pursuant to General
Instruction D to Schedule 13E-3.
ITEM 8. FAIRNESS OF THE TRANSACTION
(a)-(e) The information set forth in the section entitled "Special Factors-
Purpose of the Offer; Certain Effects of the Offer" in the Offer to Purchase is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) The information set forth in the section entitled "Special Factors-
Purpose of the Offer; Certain Effects of the Offer" in the Offer to Purchase is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
(b) Not applicable.
(c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) The information set forth in the section entitled "Transactions and
Agreements Concerning the Shares" in the Offer to Purchase is incorporated
herein by reference pursuant to General Instruction D to Schedule 13E-3.
-5-
<PAGE>
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION
(a) The information set forth in the section entitled "Transactions and
Agreements Concerning the Shares" in the Offer to Purchase is incorporated
herein by reference pursuant to General Instruction D to Schedule 13E-3.
(b) The information set forth in the sections entitled "Introduction" and
"Special Factors-Purpose of the Offer; Certain Effects of the Offer" is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth in the section entitled "Special Factors-
Purpose of the Offer; Certain Effects of the Offer" in the Offer to Purchase is
incorporated herein by reference pursuant to General Information D to Schedule
13E-3.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth in the section entitled "Summary Financial
Data" in the Offer to Purchase and in Exhibits (g)(2) and (g)(3) hereto is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) Not applicable.
(b) The information set forth on the front cover page and in the section
entitled "Fees and Expenses" in the Offer to Purchase is incorporated herein by
reference pursuant to General Instruction D to Schedule 13E-3.
ITEM 16. ADDITIONAL INFORMATION
The information set forth in the Offer to Purchase and the Form of Letter
of Transmittal, copies of which are filed as Exhibits (d)(1) and (d)(2),
respectively, is incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d)(1) Offer to Purchase dated July 11, 1997.
-6-
<PAGE>
(d)(2) Form of Letter of Transmittal.
(d)(3) Notice of Guaranteed Delivery.
(d)(4) Notice of Solicited Tenders.
(d)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees dated July 11, 1997.
(d)(6) Form of Letter to Clients.
(d)(7) Letter to Shareholders dated July 11, 1997.
(d)(8) Press Release dated July 11, 1997.
(d)(9) Summary Advertisement dated July 11, 1997.
(d)(10) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(e) Not applicable.
(f) Not applicable.
(g)(1) Issuer Tender Offer Statement on Schedule 13E-4 dated July 11, 1997
(Incorporated by reference to PSE's Schedule 13E-4 filed with the
Securities and Exchange Commission on July 11, 1997).
(g)(2) Annual Report on Form 10-K for the year ended December 31, 1996
(Incorporated by reference to PSE's From 10-K filed with the
Securities and Exchange Commission on March 24, 1997).
(g)(3) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997
(Incorporated by reference to PSE's Form 10-Q filed with the
Securities and Exchange Commission on May 15, 1997).
-7-
<PAGE>
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
-----------------------------------------
Donald E. Gaines
Treasurer
Dated: July 11, 1997
-8-
<PAGE>
EXHIBIT (D)(1)
[LOGO OF PUGET SOUND ENERGY]
PUGET SOUND ENERGY, INC.
(FORMERLY PUGET SOUND POWER & LIGHT COMPANY)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES
OF THE FOLLOWING SERIES OF ITS PREFERRED STOCK
<TABLE>
<CAPTION>
PURCHASE
CUSIP OUTSTANDING PRICE
TITLE OF SERIES OF PREFERRED STOCK NUMBER SHARES (PER SHARE)
- ---------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
Adjustable Rate Cumulative Preferred
Stock, Series B ($25 par value).......... 745332 78 3 1,401,500 $25.625
4.70% Preferred Stock ($100 par value).... 745332 20 5 56,215 $89.32
4.84% Preferred Stock ($100 par value).... 745332 30 4 47,956 $91.51
</TABLE>
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M., NEW YORK CITY
TIME, ON FRIDAY, AUGUST 8, 1997, UNLESS THE OFFER IS EXTENDED.
Puget Sound Energy, Inc. ("PSE"), a Washington corporation, invites the
holders of each series of PSE preferred stock listed above (each, a "Series of
Preferred") to tender any and all of their shares of a Series of Preferred
("Shares") for purchase at the purchase price per share listed above for the
Shares tendered, net to the seller in cash, upon the terms and subject to the
conditions set forth in this Offer to Purchase and in the applicable
accompanying Letter of Transmittal for the Series of Preferred tendered. As to
each Series of Preferred, this Offer to Purchase, together with the applicable
Letter of Transmittal, constitutes the "Offer." PSE will purchase all Shares
validly tendered and not withdrawn, upon the terms and subject to the
conditions of the Offer. See "Terms of the Offer--Extension; Termination;
Amendments" and "--Certain Conditions of the Offer."
THE OFFER FOR EACH SERIES OF PREFERRED IS INDEPENDENT OF THE OFFER FOR ANY
OTHER SERIES OF PREFERRED.
IMPORTANT
Any shareholder desiring to tender all or any portion of his or her Shares
should either (1) complete and sign the applicable Letter of Transmittal or a
facsimile thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to the
Depositary at the addresses and in the manner indicated therein, and either
deliver the certificates representing Shares to the Depositary along with the
Letter of Transmittal or deliver such Shares pursuant to the procedure for
book-entry transfer set forth in "Terms of the Offer--Procedure for Tendering
Shares" herein or (2) request his or her broker, dealer, commercial bank,
trust company or nominee to effect the transaction for him or her. A
shareholder whose Shares are registered in the name of a broker, dealer,
commercial bank, trust company or nominee must contact such broker, dealer,
commercial bank, trust company or nominee if he or she desires to tender such
Shares. Any shareholder who desires to tender Shares and whose certificates
representing such Shares are not immediately available, or who cannot comply
in a timely manner with the procedure for book-entry transfer, should tender
such Shares by following the procedures for guaranteed delivery set forth in
"Terms of the Offer--Procedure for Tendering Shares" herein.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL, AND ONLY THE
APPLICABLE LETTER OF TRANSMITTAL FOR A PARTICULAR SERIES OR A NOTICE OF
GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF SUCH SERIES.
PSE will, as provided in Instruction 10 of the applicable Letter of
Transmittal, pay a solicitation fee of $0.50 per Share of Adjustable Rate
Cumulative Preferred Stock, Series B ($25 par value) (the "Adjustable Rate
Preferred") and $1.50 per Share of the other two Series of Preferred (except
that for transactions for beneficial owners equal to or exceeding 10,000
Shares of the Adjustable Rate Preferred or 2,500 Shares of either of the other
two Series of Preferred, PSE will pay a solicitation fee of $0.25 per Share of
Adjustable Rate Preferred and $1.00 per Share of the other two Series of
Preferred, provided that such fee will be paid 80% to the Dealer Manager named
below and 20% to the Soliciting Dealer (as defined in "Fees and Expenses"
herein)) for any Shares tendered, accepted for payment and paid pursuant to
the Offer.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") NOR HAS THE COMMISSION PASSED UPON THE
FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
NEITHER PSE, ITS BOARD OF DIRECTORS NOR ANY OF ITS OFFICERS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
The Adjustable Rate Preferred is listed and traded on the New York Stock
Exchange. There is no established trading market for the other two Series of
Preferred. The last reported sale price on the New York Stock Exchange for the
Adjustable Rate Preferred as of the close of business on July 10, 1997 (the
last trading day prior to the commencement of the Offer) was $24.75 on July 9,
1997. Holders of Adjustable Rate Preferred are urged to obtain a current
market quotation, if available, for their Shares.
Questions or requests for assistance or for additional copies of this Offer
to Purchase, the Letter of Transmittal for a Series of Preferred or other
tender offer materials may be directed to the Information Agent or the Dealer
Manager at their respective addresses and telephone numbers set forth on the
back cover of this Offer to Purchase.
---------------
The Dealer Manager for the Offer is:
SMITH BARNEY INC.
---------------
The date of this Offer to Purchase is July 11, 1997.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF PSE AS
TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO PERSON
HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH RECOMMENDATION AND SUCH
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY PSE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY.................................................................... 3
SUMMARY FINANCIAL DATA..................................................... 5
CAPITALIZATION............................................................. 6
INTRODUCTION............................................................... 7
SPECIAL FACTORS............................................................ 8
Purpose of the Offer; Certain Effects of the Offer....................... 8
Certain Federal Income Tax Consequences.................................. 10
TERMS OF THE OFFER......................................................... 12
Number of Shares; Purchase Price; Expiration Time; Receipt of Dividend... 12
Procedure for Tendering Shares........................................... 12
Withdrawal Rights........................................................ 14
Acceptance for Payment of Shares and Payment of Purchase Price........... 15
Certain Conditions of the Offer.......................................... 16
Extension; Termination; Amendments....................................... 17
PRICE RANGE OF SHARES; DIVIDENDS........................................... 18
SOURCE AND AMOUNT OF FUNDS................................................. 19
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES.......................... 19
FEES AND EXPENSES.......................................................... 20
CERTAIN INFORMATION CONCERNING PSE......................................... 21
ADDITIONAL INFORMATION..................................................... 21
MISCELLANEOUS.............................................................. 22
</TABLE>
2
<PAGE>
SUMMARY
This general summary is provided solely for the convenience of holders of
Shares and is qualified in its entirety by reference to the full text and more
specific details contained in this Offer to Purchase and the applicable Letter
of Transmittal and any amendments hereto and thereto.
The Company............... Puget Sound Energy, Inc., ("PSE")
The Shares................ Shares of the Series of Preferred listed on the
front cover of this Offer to Purchase.
Number of Shares Sought... Any and all of each Series of Preferred.
Purchase Price............ The purchase price per share listed on the front
cover of this Offer to Purchase which is applicable
to the Shares tendered, net to the seller in cash.
See "Price Range of Shares; Dividends."
Expiration Time........... Friday, August 8, 1997 at 8:00 P.M., New York City
time, unless extended.
How to Tender Shares...... See "Terms of the Offer--Procedure for Tendering
Shares." For further information, call the
Information Agent or the Dealer Manager or consult
your broker for assistance.
Withdrawal Rights......... Tendered Shares of any Series of Preferred may be
withdrawn at any time until the Expiration Time of
the Offer with respect to such Series of Preferred
and, unless accepted for payment prior thereto, may
be withdrawn after Thursday, September 4, 1997. See
"Terms of the Offer--Withdrawal Rights."
Purpose of Offer.......... PSE is making the Offer because it believes that it
would be economically attractive to PSE to purchase
the Shares. In addition, the Offer provides
shareholders an opportunity to sell their Shares
without the usual transaction costs associated with
a market sale. See "Special Factors--Purpose of the
Offer; Certain Effects of the Offer."
Market Price of Shares.... The last reported sale price on the New York Stock
Exchange ("NYSE") for the Adjustable Rate Preferred
is shown on the front cover of this Offer to
Purchase. There is no established trading market
for the other two Series of Preferred. See "Price
Range of Shares; Dividends."
Dividends................. The regular quarterly dividend for each Series of
Preferred will be paid on August 15, 1997 to
holders of record as of the close of business on
July 21, 1997 (the "August 1997 Dividend"). A
tender of Shares pursuant to the Offer will not
deprive a shareholder of his or her right to
receive the August 1997 Dividend regardless of when
such tender is made. Holders of Shares tendered
into and purchased pursuant to the Offer will not
be entitled to any dividends in respect of any
later dividend periods (or any portion thereof).
PSE expects to pay the next regular quarterly
dividend for each Series of Preferred on
November 15, 1997 to holders of record as of the
close of business on
3
<PAGE>
a date to be determined by PSE's Board of
Directors. See "Price Range of Shares; Dividends."
Brokerage Commissions..... Not payable by shareholders. PSE will pay the
solicitation fee described on the front cover of
this Offer to Purchase to the broker, dealer,
commercial bank or trust company, if any,
designated by the holder tendering Shares.
Stock Transfer Tax........ None, except as provided in Instruction 6 of the
Letter of Transmittal.
Payment Date.............. As soon as practicable after the Expiration Time of
the Offer. See "Terms of the Offer--Extension;
Termination; Amendments" and "--Certain Conditions
of the Offer."
Further Information....... Additional copies of this Offer to Purchase and the
Letters of Transmittal may be obtained from
MacKenzie Partners, Inc., 156 Fifth Avenue, New
York, New York 10010, telephone 800-322-2885 (toll
free) or 212-929-5500 (collect). Questions about
the Offer should be directed to Smith Barney Inc.
at 800-655-4811.
4
<PAGE>
SUMMARY FINANCIAL DATA
The unaudited summary financial data of PSE set forth below should be read in
conjunction with the financial statements and the notes thereto contained in
PSE's Annual Report on Form 10-K for the year ended December 31, 1996, PSE's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, and
Washington Energy Company's ("WECO's") Annual Report on Form 10-K for the
fiscal year ended September 30, 1996. On February 10, 1997, WECO and its wholly
owned subsidiary, Washington Natural Gas Company, were merged into PSE (the
"Merger"). The unaudited summary financial data include the combined results of
operations and financial position of PSE and WECo for all periods prior to
consummation of the Merger, accounting for the Merger as a pooling of
interests. The unaudited summary financial data set forth below are not
necessarily indicative of future operating results or financial position.
<TABLE>
<CAPTION>
THREE THREE
MONTHS MONTHS
ENDED ENDED YEARS ENDED DECEMBER 31,
MARCH 31, MARCH 31, --------------------------------
1997 1996 1996 1995 1994
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA(1)(2)(3)
Operating Revenues...... $ 463,319 $ 487,084 $1,624,480 $1,622,941 $1,626,083
Operating Income........ 56,828 94,346 272,562 266,429 221,730
Income from Continuing
Operations............. 32,608 66,616 167,351 128,381 79,312
Preferred Stock Dividend
Requirements........... 5,549 5,498 22,181 22,654 19,710
Income Available for
Common Stock........... 24,437 60,699 143,338 79,130 58,000
Earnings per Common
Share from Continuing
Operations............. 0.32 0.72 1.72 1.26 0.70
Earnings per Common
Share.................. 0.29 0.72 1.70 0.94 0.68
Ratio of Earnings to
Fixed Charges.......... 1.6x(4)(5) 4.3x(4) 3.1x 2.6x 2.3x
BALANCE SHEET DATA(2)(3)
Total Assets............ $4,268,380 $4,251,097 $4,226,524 $4,247,780 $4,490,407
Long-Term Debt(6)....... 1,165,595 1,265,396 1,165,584 1,230,499 1,253,498
Short-Term Debt(7)...... 349,834 267,798 398,184 402,183 527,776
Preferred Stock:
Not Subject to
Mandatory
Redemption........... 215,000 215,000 215,000 215,000 215,000
Subject to Mandatory
Redemption(8)........ 86,640 87,839 87,839 89,039 91,242
Common Equity........... 1,380,773 1,403,968 1,378,377 1,372,590 1,429,529
Book Value per Common
Share.................. 16.33 16.63 16.31 16.26 17.01
</TABLE>
- --------
(1) PSE's fiscal year ends on December 31. WECo's fiscal year ended on
September 30. The unaudited summary financial data for the three years
ended December 31, 1996, 1995 and 1994 reflect fiscal years ended December
31 for PSE and September 30 for WECo.
(2) For comparative purposes, certain historical amounts have been reclassified
to conform to the format of PSE's restated financial statements.
(3) The data assume that the Merger was consummated prior to the periods
presented. Per share amounts give effect to the conversion of each share of
WECo common stock outstanding into .860 share of PSE's common stock.
(4) PSE's ratios of earnings to fixed charges for the twelve months ended March
31, 1997 and for the twelve months ended March 31, 1996 were 2.5x and 2.6x,
respectively.
(5) Includes one-time charges incurred in connection with the Merger. Had such
charges been excluded from earnings, the ratio of earnings to fixed charges
for the three months ended March 31, 1997 would have been 3.4x, and the
ratio for the twelve months ended March 31, 1997 would have been 3.0x.
(6) Excludes long-term debt maturities due within one year.
(7) Includes long-term debt maturities due within one year.
(8) Includes amounts due within one year.
5
<PAGE>
CAPITALIZATION
The following table sets forth the unaudited consolidated short-term debt and
capitalization of PSE as of March 31, 1997 and as adjusted to give effect to
(a) the sale on June 6, 1997 of $100 million of junior subordinated debentures
to a subsidiary trust and the issuance by such trust of $100 million of PSE
obligated, mandatorily redeemable preferred securities of such trust, (b) the
redemption on July 15, 1997 of $75 million of PSE's 7 7/8% Preferred Stock ($25
par value), (c) the purchase of $14.6 million of Adjustable Rate Preferred in
the second quarter of 1997, (d) the assumed purchase pursuant to the Offer of
$45.4 million of PSE preferred stock (without giving effect to expenses of the
Offer payable by PSE) and (e) the issuance of $35 million of short-term debt to
fund such purchase. See "Source and Amount of Funds" and "Transactions and
Agreements Concerning the Shares."
<TABLE>
<CAPTION>
AS OF MARCH 31, 1997
(UNAUDITED)
----------------------------
ACTUAL RATIO ADJUSTED RATIO
------ ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Total short-term debt(1)................... $ 350 11.0% $ 385 12.1%
Total long-term debt(2).................... 1,165 36.4 1,165 36.4
PSE obligated, mandatorily redeemable
preferred securities of subsidiary trust
holding solely junior subordinated
debentures of PSE......................... -- -- 100 3.1
Preferred stock subject to mandatory
redemption................................ 87 2.7 77 2.4
Preferred stock not subject to mandatory
redemption................................ 215 6.7 90 2.8
Common equity.............................. 1,381 43.2 1,381 43.2
------ ----- ------ -----
Total capitalization(1).................. $3,198 100.0% $3,198 100.0%
====== ===== ====== =====
</TABLE>
- --------
(1) Includes short-term debt and long-term debt maturities due within one year.
(2) Excludes long-term debt maturities due within one year.
6
<PAGE>
INTRODUCTION
PSE invites the holders of the Series of Preferred listed on the front cover
of this Offer to Purchase to tender any and all of their Shares for purchase
at the purchase price per share listed on the front cover of this Offer to
Purchase which is applicable to the Shares tendered, net to the seller in
cash, upon the terms and subject to the conditions set forth herein and in the
Letter of Transmittal for the Series of Preferred tendered. As to each Series
of Preferred, this Offer to Purchase, together with the applicable Letter of
Transmittal, constitutes the "Offer." See "Terms of the Offer--Extension;
Termination; Amendments" and "--Certain Conditions of the Offer."
THE OFFER FOR SHARES OF EACH SERIES OF PREFERRED IS INDEPENDENT OF THE OFFER
FOR SHARES OF ANY OTHER SERIES OF PREFERRED.
NEITHER PSE, ITS BOARD OF DIRECTORS NOR ANY OF ITS OFFICERS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL, AND ONLY THE
APPLICABLE LETTER OF TRANSMITTAL FOR A PARTICULAR SERIES OR A NOTICE OF
GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF SUCH SERIES.
The Adjustable Rate Preferred is listed and traded on the New York Stock
Exchange under the symbol "PSDprB." There is no established trading market for
the other two Series of Preferred. The last reported sale price on the New
York Stock Exchange, as of the close of business on July 10, 1997, for the
Adjustable Rate Preferred is shown on the front cover of this Offer to
Purchase. Shareholders are urged to obtain a current market quotation, if
available, for their Shares.
The August 1997 Dividend for each Series of Preferred has been declared and
will be paid on August 15, 1997 to holders of record as of the close of
business on July 21, 1997. A tender of Shares pursuant to the Offer will not
deprive any shareholder of his or her right to receive the August 1997
Dividend, regardless of when such tender is made. Holders of Shares tendered
into and purchased pursuant to the Offer will not be entitled to any dividends
in respect of any later dividend periods (or any portion thereof). See "Price
Range of Shares; Dividends."
Tendering shareholders will not be obligated to pay brokerage commissions,
solicitation fees or, subject to the Instructions to the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by PSE. PSE will
pay all charges and expenses of Smith Barney Inc. (the "Dealer Manager"),
ChaseMellon Shareholder Services, L.L.C. (the "Depositary") and MacKenzie
Partners, Inc. (the "Information Agent") incurred in connection with the
Offer. In addition, PSE will pay to the Soliciting Dealer, if any, designated
by the holder tendering Shares, the solicitation fee described on the front
cover of this Offer to Purchase. See "Fees and Expenses." ANY TENDERING
SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE AND SIGN THE SUBSTITUTE FORM
W-9 THAT IS INCLUDED IN THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO A REQUIRED
FEDERAL INCOME TAX BACKUP WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO
SUCH SHAREHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER. See "Terms of the
Offer--Procedure for Tendering Shares" and "Special Factors--Certain Federal
Income Tax Consequences."
Shareholders are not under any obligation to tender Shares pursuant to the
Offer. The Offer does not constitute notice of redemption of any Series of
Preferred pursuant to PSE's Restated Articles of Incorporation, as amended
(the "Restated Articles") nor does PSE intend to effect any such redemption by
making the Offer. The Offer does not constitute a waiver by PSE of any option
it has to redeem Shares. See "Special Factors--Purpose of the Offer; Certain
Effects of the Offer."
7
<PAGE>
Copies of this Offer to Purchase and an applicable Letter of Transmittal are
being mailed to record holders of Shares and will be furnished to brokers,
banks and similar persons whose names, or the names of whose nominees, appear
on PSE's shareholder list or, if applicable, who are listed as participants in
a clearing agency's security position listing for subsequent transmittal to
beneficial owners of the Shares.
SPECIAL FACTORS
PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
As described under "Source and Amount of Funds," PSE intends to purchase the
Shares with funds from the issuance of short-term debt. On June 6, 1997, PSE
sold $100 million of junior subordinated debentures to a subsidiary trust of
PSE, which trust, in order to fund the purchase of such debentures, issued
$100 million of PSE obligated, mandatorily redeemable preferred securities in
a private placement. The proceeds from the sale of the junior subordinated
debentures were used to reduce short-term debt. PSE believes that it would be
economically attractive to PSE to purchase the Shares because interest
payments on the junior subordinated debentures, unlike dividends paid on
preferred stock, are deductible by PSE for federal income tax purposes.
The Offer was authorized by the unanimous vote of PSE's Board of Directors.
No approval of the holders of any Shares or the holders of any of PSE's other
securities is required in connection with the Offer. No appraisal rights are
available to holders of Shares in connection with the Offer.
PSE believes the Offer is fair to unaffiliated holders of Shares. In making
this determination on July 10, 1997, PSE considered that (a) the Offer would
give holders of the Adjustable Rate Preferred 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 provides
such holders who are considering a sale of all or a portion of the Shares of
Adjustable Rate Preferred the opportunity to sell those Shares for cash
without the usual transaction costs associated with open-market sales and (b)
the Offer would give holders of the other two Series of Preferred an
opportunity to sell Shares for which there is no established trading market.
See "Price Range of Shares; Dividends." PSE did not find it practicable to,
and did not, quantify or otherwise assign relative weights to these factors.
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 the Offer to unaffiliated holders of Shares. Trading of the Shares
has been limited and sporadic. Therefore, PSE determined the Offer price for
each Series of Preferred with reference to certain objective factors,
including, but not limited to, yields on U.S. Treasury and municipal
securities, yields on comparable preferred securities, the prior trading
characteristics of each Series of Preferred, as well as 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 objective
factors, such as yields on U.S. Treasury and municipal securities and yields
on comparable preferred securities.
Neither PSE nor its Board of Directors received any report, opinion or
appraisal from an outside party related to the Offer, including, but not
limited to, any report, opinion or appraisal relating to the consideration or
the fairness of the consideration to be offered to the holders of the Shares
or the fairness of such Offer to PSE or the unaffiliated holders of Shares.
Neither the Board of Directors nor any director individually has retained an
unaffiliated representative to act solely on behalf of unaffiliated holders of
Shares for the purposes of negotiating the terms of the Offer or preparing a
report concerning the fairness of the Offer. Neither PSE nor its Board of
Directors believed these measures were necessary to ensure fairness in light
of the fact that the Offer will not result in a liquidation or change in
control of PSE.
After the consummation of the Offer, PSE reserves the right to purchase
additional Shares on the open market, in privately negotiated transactions,
through one or more tender offers or otherwise. Any such purchases may be on
the same terms as, or on terms which are more or less favorable to holders of
Shares than, the terms of the Offer. However, Rule 13e-4(f)(6) under the
Exchange Act prohibits PSE and its affiliates from purchasing any Shares of a
Series of Preferred, other than pursuant to the Offer, until at least ten
business days after the
8
<PAGE>
Expiration Time with respect to that Series of Preferred. Any future purchases
of Shares by PSE would depend on many factors, including the market price of
the Shares, PSE's business and financial position, restrictions on PSE's
ability to purchase Shares imposed by law or by New York Stock Exchange
listing requirements and general economic and market conditions.
Shareholders are not under any obligation to tender Shares pursuant to the
Offer. In accordance with its Restated Articles, PSE is required to redeem
3,000 Shares of its 4.70% Preferred Stock ($100 par value) (the "4.70%
Preferred") and 3,000 Shares of its 4.84% Preferred Stock ($100 par value)
(the "4.84% Preferred") on May 15 of each year at a redemption price in each
case of $100 per Share plus accrued dividends. In addition, each Series of
Preferred is redeemable at the option of PSE at the following redemption
prices: the Adjustable Rate Preferred at $27.50 per share if redeemed on or
prior to February 1, 1999 and at $25 per share if redeemed thereafter; the
4.70% Preferred at $101 per share; and the 4.84% Preferred at $102 per share,
in each case plus accrued dividends. The Offer does not constitute notice of
redemption of any Series of Preferred pursuant to PSE's Restated Articles, nor
does PSE intend to effect any such redemption by making the Offer. The Offer
does not constitute a waiver by PSE of any option it has to redeem Shares.
Each Series of Preferred ranks equally with the other Series of Preferred
with respect to priority in payment of dividends and in distribution of
capital assets upon dissolution, liquidation or winding up of PSE
("Liquidation"). Before any distribution may be made to the holders of PSE's
common stock or preference stock upon any Liquidation: (a) the holders of the
Adjustable Rate Preferred will be entitled to receive, upon any voluntary
Liquidation on or prior to February 1, 1999, $27.50 per Share, or upon any
other Liquidation, $25 per Share, and (b) the holders of the other Series of
Preferred will be entitled to receive, upon any Liquidation, $100 per share,
in each case plus accrued dividends. PSE's Articles of Incorporation provide
that the sale, conveyance, exchange or transfer of all or substantially all of
PSE's property, or the consolidation of PSE with, or merger of PSE into, any
other entity will not be deemed a Liquidation.
Shares that PSE purchases pursuant to the Offer will be retired and
canceled, which will reduce the number of Shares that might otherwise trade
publicly and will reduce the number of holders of Shares. This could adversely
affect the liquidity and market value of the Shares not purchased in the
Offer. Depending upon the number of Shares of Adjustable Rate Preferred
purchased pursuant to the Offer, the Adjustable Rate Preferred may no longer
meet the NYSE's requirements for continued listing. According to the NYSE's
published guidelines, the NYSE would consider delisting the Adjustable Rate
Preferred if, among other things, the number of publicly-held Shares of
Adjustable Rate Preferred should fall below 100,000 or the aggregate market
value of such Shares should fall below $2,000,000. If, as a result of the
purchase of Shares pursuant to the Offer or otherwise, the Adjustable Rate
Preferred no longer meets the NYSE's requirements for continued listing and
the listing of such Shares is discontinued, the market for the Adjustable Rate
Preferred would be adversely affected.
In the event of the delisting of the Adjustable Rate Preferred, it is
possible that such Shares would continue to trade on another securities
exchange or in the over-the-counter market and that price quotations would be
reported by such exchange, by the National Association of Securities Dealers,
Inc. through the National Association of Securities Dealers Automated
Quotation System ("Nasdaq") or by other sources. The extent of the public
market for the Adjustable Rate Preferred and the availability of such
quotations, however, would depend upon such factors as the number of
shareholders remaining at such time, the interest in maintaining a market in
the Adjustable Rate Preferred on the part of securities firms, the possible
termination of registration under the Exchange Act as described below and
other factors.
The Adjustable Rate Preferred is currently registered under Section 12(b) of
the Exchange Act, and PSE's Preferred Stock, as a class, is registered under
Section 12(g) of the Exchange Act. Registration of any securities under the
Exchange Act may be terminated upon application of PSE to the Securities and
Exchange Commission (the "Commission") pursuant to Section 12(g)(4) of the
Exchange Act if such securities are neither held by 300 or more holders of
record nor listed on a national securities exchange. Termination of
registration of PSE's Preferred Stock under the Exchange Act would reduce
substantially the information required to be furnished by PSE to holders of
PSE's Preferred Stock (although PSE would, among other things, remain subject
to the
9
<PAGE>
reporting obligations under the Exchange Act as a result of its other
outstanding securities) and would make certain provisions of the Exchange Act,
such as the requirement of Rule 13e-3 thereunder with respect to "going
private" transactions, no longer applicable in respect of PSE's Preferred
Stock. If registration of any Series of Preferred under the Exchange Act were
terminated, Shares of such Series of Preferred would no longer be eligible for
Nasdaq reporting.
Except as set forth herein, PSE has no plans or proposals which relate to or
would result in (a) the acquisition by any person of additional securities of
PSE or the disposition of securities of PSE; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving PSE or
any of its subsidiaries; (c) a sale or transfer of a material amount of assets
of PSE or any of its subsidiaries; (d) any change in the present Board of
Directors or management of PSE; (e) any material change in the present
dividend rate or policy, or indebtedness or capitalization of PSE; (f) any
other material change in PSE's corporate structure or business; (g) any change
in PSE's Restated Articles or Bylaws or any actions which may impede the
acquisition of control of PSE by any person; (h) a class of equity securities
of PSE being delisted from a national securities exchange; (i) a class of
equity securities of PSE becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) the suspension of
PSE's obligation to file reports pursuant to Section 15(d) of the Exchange
Act.
NEITHER PSE, ITS BOARD OF DIRECTORS NOR ANY OF ITS OFFICERS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
EACH SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION WHETHER TO TENDER SHARES
AND, IF SO, HOW MANY SHARES TO TENDER.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
In General. The following summary describes certain United States federal
income tax consequences relating to the Offer. The summary deals only with
Shares held as capital assets within the meaning of the Internal Revenue Code
of 1986, as amended (the "Code"), and does not address tax consequences that
may be important to investors in special tax situations, such as certain
financial institutions, tax-exempt organizations, life insurance companies,
dealers in securities or currencies, or shareholders holding the Shares as
part of a conversion transaction, as part of a hedging transaction, or as a
position in a straddle for tax purposes. Each shareholder should consult a tax
advisor with regard to the Offer and the application of United States federal
income tax laws, as well as the laws of any state, local or foreign taxing
jurisdiction.
Characterization of the Sale. A sale of Shares pursuant to the Offer will be
a taxable transaction for United States federal income tax purposes and will
be treated as a "sale or exchange," rather than as a distribution by PSE with
respect to the Shares, if under Section 302 of the Code the sale (i) results
in a "complete redemption" of all the stock in PSE owned by the shareholder or
(ii) is "not essentially equivalent to a dividend" with respect to the
shareholder. The receipt of cash by a shareholder will constitute a "complete
redemption" if all of the PSE stock actually owned by the shareholder and
constructively owned by the shareholder under the attribution rules described
below is sold pursuant to the Offer. The receipt of cash will be "not
essentially equivalent to a dividend" if the sale of Shares results in a
"meaningful reduction" in the shareholder's interest in PSE stock.
Contemporaneous dispositions or acquisitions of PSE stock may be deemed to be
part of an integrated transaction which will be taken into account in this
connection.
In applying the foregoing rules, there will be taken into account not only
stock actually owned by the shareholder, but also stock constructively owned
under the attribution rules of Section 318 of the Code. Under Section 318, a
shareholder may constructively own stock actually owned, and in some cases
constructively owned, by certain related individuals or entities and stock
which the shareholder has the right to acquire by exercise of an option or
conversion right.
10
<PAGE>
If under Section 302 a sale of the Shares is treated as a "sale or
exchange," the tendering shareholder will recognize gain or loss equal to the
difference between the amount of cash received and the shareholder's tax basis
in the Shares sold. Any such gain or loss will be capital gain or loss, and
will be long-term capital gain or loss if the Shares have been held for more
than one year. If the sale is not so treated as a "sale or exchange," the
tendering shareholder will be deemed to have received a dividend in the amount
of the cash received to the extent of the shareholder's allocable portion of
PSE's earnings and profits as determined for federal income tax purposes. Any
such dividend would be includible in the gross income of the shareholder as
ordinary income in its entirety without reduction for the tax basis of the
Shares sold pursuant to the Offer. The shareholder's basis in the Shares sold
would be added to such shareholder's basis in any retained PSE stock. To the
extent that the amount of cash received exceeds the shareholder's allocable
portion of PSE's earnings and profits, the shareholder's basis will be reduced
by the amount of such excess. Any amount received in excess of the
shareholder's tax basis will be treated as received in exchange for the
shareholder's PSE stock.
Corporate Shareholders. If a sale of Shares is treated as a dividend, a
corporate shareholder may be entitled to claim a dividends-received deduction
for a portion of the dividend, subject to applicable limitations. Corporate
shareholders should consider the effect of Section 246(c) of the Code, which
disallows the dividends-received deduction with respect to stock that is held
for 45 days or less. Both the House Ways and Means Committee and the Senate
Finance Committee, in connection with the consideration of the pending Revenue
Reconciliation Act of 1997, have proposed to apply this rule each time a
dividend is declared. For this purpose, the length of time a
shareholder is deemed to have held stock may be reduced by periods during
which the shareholder's risk of loss with respect to the stock is diminished
by reason of the existence of certain options or other transactions. Also, if
a corporate shareholder has incurred indebtedness directly attributable to an
investment in stock, the dividends-received deduction may be reduced.
Any amount received by a corporate shareholder pursuant to the Offer that is
treated as a dividend would be likely to constitute an "extraordinary
dividend" under Section 1059 of the Code. For this purpose, all dividends
received by a shareholder within, and having their ex-dividend dates within,
an 85-day period (expanded to a 365-day period in the case of dividends
received in such period that in the aggregate exceed 20% of the shareholder's
adjusted tax basis in the stock) are aggregated and also treated as
extraordinary dividends. Under Section 1059 of the Code a corporate
shareholder is required to reduce its basis (but not below zero) in its stock
by the non-taxed portion of the dividend (i.e., the portion of the dividend
for which a deduction is allowed). If such portion exceeds the shareholder's
tax basis in its Shares (and its tax basis in any other stock of PSE that it
owns), the shareholder would be required to treat the excess as gain from the
sale of its remaining Shares or other PSE stock. Corporate shareholders should
consult their own tax advisors as to the application of Section 1059 of the
Code to the Offer. Under a legislative proposal by both the House Ways and
Means Committee and the Senate Finance Committee in connection with the
consideration of the pending Revenue Reconciliation Act of 1997, Section 1059
would be amended to provide for immediate recognition of gain in certain
circumstances where the non-taxed portion of the dividend exceeds the basis of
the shares surrendered.
Foreign Shareholders. PSE will withhold United States federal income tax at
a rate of 30% from gross proceeds paid pursuant to the Offer to foreign
shareholders, unless PSE determines that a reduced rate of withholding is
applicable pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business by the foreign shareholder within the United
States. In order to claim an exemption from withholding on the ground that
gross proceeds paid pursuant to the Offer are effectively connected with the
conduct of a trade or business by a foreign shareholder within the United
States, the shareholder must deliver to the Depositary a properly executed
Internal Revenue Service Form 4224. A foreign shareholder may be eligible to
file for a refund of such tax or a portion of such tax if such shareholder (i)
meets the "complete redemption" or "not essentially equivalent to a dividend"
tests described above, (ii) is entitled to a reduced rate of withholding
pursuant to a treaty and PSE withheld at a higher rate, or (iii) is otherwise
able to establish that no tax or a reduced amount of tax was due.
Backup Withholding. See "Terms of the Offer--Procedure for Tendering Shares"
with respect to the application of backup withholding tax.
11
<PAGE>
Legislative Proposals. Congress is currently considering the proposed
Revenue Reconciliation Act of 1997. Investors are encouraged to consult with
their tax advisors regarding the possible effects of the provisions of such
proposed legislation discussed herein and other provisions contained therein.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE OFFER MAY VARY DEPENDING UPON,
AMONG OTHER THINGS, THE PARTICULAR CIRCUMSTANCES OF THE TENDERING SHAREHOLDER.
NO INFORMATION IS PROVIDED HEREIN AS TO THE STATE, LOCAL OR FOREIGN TAX
CONSEQUENCES OF THE OFFER. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF SALES PURSUANT TO THE OFFER.
TERMS OF THE OFFER
NUMBER OF SHARES; PURCHASE PRICE; EXPIRATION TIME; RECEIPT OF DIVIDEND
Upon the terms and subject to the conditions described herein and in the
applicable Letter of Transmittal, PSE will purchase any and all Shares that
are validly tendered on or prior to the applicable Expiration Time (and not
properly withdrawn in accordance with "Terms of the Offer--Withdrawal Rights")
at the purchase price per share listed on the front cover of this Offer to
Purchase which is applicable to the Shares tendered, net to the seller in
cash. See "Terms of the Offer--Extension; Termination; Amendments" and "--
Certain Conditions of the Offer."
The later of 8:00 P.M., New York City time, on August 8, 1997, or the latest
time and date to which the Offer is extended with respect to any Series of
Preferred, is referred to herein as the "Expiration Time." There can be no
assurance that PSE will exercise its right to extend the Offer with respect to
any Series of Preferred.
Each Offer for a Series of Preferred is independent of the Offer for any
other Series of Preferred.
The August 1997 Dividend for each Series of Preferred has been declared and
will be paid on August 15, 1997 to holders of record as of the close of
business on July 21, 1997. A tender of Shares pursuant to the Offer will not
deprive any shareholder of his or her right to receive the August 1997
Dividend, regardless of when such tender is made. Holders of Shares tendered
into and purchased pursuant to the Offer will not be entitled to any dividends
in respect of any later dividend periods (or any portion thereof).
No alternative, conditional or contingent tenders will be accepted.
PROCEDURE FOR TENDERING SHARES
To tender Shares validly pursuant to the Offer, the tendering holder of
Shares must either:
(a) send to the Depositary (at one of its addresses set forth on the back
cover of this Offer to Purchase) a properly completed and duly executed
Letter of Transmittal for the Series of Preferred tendered or facsimile
thereof, together with any required signature guarantees and any other
documents required by the Letter of Transmittal, and either (i) cause
certificates for the Shares to be tendered to be received by the
Depositary, at one of such addresses or (ii) cause such Shares to be
delivered pursuant to the procedures for book-entry transfer described
below (and a confirmation of such delivery received by the Depositary), in
each case on or prior to the applicable Expiration Time; or
(b) comply with the guaranteed delivery procedure described under
"Guaranteed Delivery Procedure" below.
12
<PAGE>
The Depositary will establish an account with respect to each Series of
Preferred at The Depository Trust Company and Philadelphia Depositary Trust
Company (collectively referred to as the "Book-Entry Transfer Facilities") for
purposes of the Offer within two business days after the date of this Offer to
Purchase, and any financial institution that is a participant in the system of
any Book-Entry Transfer Facility may make delivery of Shares by causing such
Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account in accordance with the procedures of such Book-Entry Transfer
Facility. Although delivery of Shares may be effected through book-entry
transfer, a properly completed and duly executed Letter of Transmittal for the
Series of Preferred tendered or facsimile thereof, together with any required
signature guarantees and any other required documents, must, in any case, be
received by the Depositary at one of its addresses set forth on the back cover
of this Offer to Purchase on or prior to the applicable Expiration Time, or
the tendering holder of Shares must comply with the guaranteed delivery
procedure described below.
DELIVERY OF THE APPLICABLE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS TO ONE OF THE BOOK-ENTRY TRANSFER FACILITIES DOES NOT CONSTITUTE
DELIVERY TO THE DEPOSITARY.
Except as otherwise provided below, all signatures on a Letter of
Transmittal must be guaranteed by a firm that is a member of a registered
national securities exchange or the National Association of Securities
Dealers, Inc., or by a commercial bank or trust company having an office or
correspondent in the United States which is a participant in an approved
Signature Guarantee Medallion Program (each of the foregoing being referred to
as an "Eligible Institution"). Signatures on a Letter of Transmittal need not
be guaranteed if (a) the Letter of Transmittal is signed by the registered
holder of the Shares tendered therewith and such holder has not completed the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal or (b) such Shares are
tendered for the account of an Eligible Institution. See Instructions 2 and 5
of the Letter of Transmittal.
Guaranteed Delivery Procedure. If a shareholder desires to tender Shares
pursuant to the Offer and cannot deliver certificates for such Shares and all
other required documents to the Depositary at or prior to the applicable
Expiration Time, or the procedure for book-entry transfer cannot be complied
with in a timely manner, such Shares may nevertheless be tendered if all of
the following conditions are met:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery
in the form provided by PSE (with any required signature guarantees) is
received by the Depositary as provided below at or prior to the applicable
Expiration Time; and
(iii) the certificates for such Shares (or a confirmation of a book-entry
transfer of such Shares into the Depositary's account at one of the Book-
Entry Transfer Facilities), together with a properly completed and duly
executed Letter of Transmittal for the Series of Preferred to be tendered
(or facsimile thereof) and any other documents required by the Letter of
Transmittal, are received by the Depositary no later than 5:00 p.m., New
York City time, on the third New York Stock Exchange trading day after the
date of execution of the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile transmittal or mail to the Depositary and must include a guarantee
by an Eligible Institution in the form set forth in such Notice.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
TO AVOID FEDERAL INCOME TAX BACKUP WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE PURSUANT TO THE OFFER, EACH SHAREHOLDER MUST NOTIFY THE
DEPOSITARY OF SUCH SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION
13
<PAGE>
NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY PROPERLY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. FOREIGN
SHAREHOLDERS MUST SUBMIT A PROPERLY COMPLETED FORM W-8 IN ORDER TO AVOID THE
APPLICABLE BACKUP WITHHOLDING; PROVIDED, HOWEVER, THAT BACKUP WITHHOLDING WILL
NOT APPLY TO FOREIGN SHAREHOLDERS SUBJECT TO 30% (OR LOWER TREATY RATE)
WITHHOLDING ON GROSS PAYMENTS RECEIVED PURSUANT TO THE OFFER (AS DISCUSSED
UNDER "SPECIAL FACTORS--CERTAIN FEDERAL INCOME TAX CONSEQUENCES").
EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR.
All questions as to the form of documents and the validity, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by PSE, in its sole discretion, and its determination shall
be final and binding. PSE reserves the absolute right to reject any or all
tenders of Shares that (i) it determines are not in proper form or (ii) the
acceptance for payment of or payment for which may, in the opinion of PSE's
counsel, be unlawful. PSE also reserves the absolute right to waive any defect
or irregularity in any tender of Shares. None of PSE, the Dealer Manager, the
Depositary, the Information Agent or any other person will be under any duty
to give notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice.
PSE will, as provided in Instruction 10 of the applicable Letter of
Transmittal, pay the solicitation fee described on the front cover of this
Offer to Purchase for any Shares tendered and accepted for payment and paid
for pursuant to the Offer, which Shares are covered by a Letter of Transmittal
which designates, as having solicited and obtained the tender, the name of (i)
any broker or dealer in securities, including the Dealer Manager in its
capacity as a broker or dealer, who is a member of any national securities
exchange or of the National Association of Securities Dealers, Inc. (the
"NASD"), (ii) any foreign broker or dealer not eligible for membership in the
NASD which agrees to conform to the NASD's Rules of Fair Practice in
soliciting tenders outside the United States to the same extent as though it
were an NASD member, or (iii) any bank or trust company (each of which is
referred to herein as a "Soliciting Dealer"). No such fee shall be payable to
a Soliciting Dealer if such Soliciting Dealer is required for any reason to
transfer the amount of such fee to a depositing holder (other than itself). No
such fee shall be paid to a Soliciting Dealer with respect to Shares tendered
for such Soliciting Dealer's own account. No broker, dealer, bank, trust
company or fiduciary shall be deemed to be an agent of PSE, the Depositary,
the Information Agent or the Dealer Manager for the purposes of the Offer.
WITHDRAWAL RIGHTS
Tenders of Shares of a Series of Preferred made pursuant to the Offer may be
withdrawn at any time prior to the Expiration Time with respect to such Series
of Preferred. Thereafter, such tenders are irrevocable, except that they may
be withdrawn after Thursday, September 4, 1997 unless theretofore accepted for
payment as provided in this Offer to Purchase. If, with respect to any Series
of Preferred, PSE extends the period of time during which the Offer is open,
is delayed in accepting for payment or paying for Shares of that Series of
Preferred or is unable to accept for payment or pay for Shares of that Series
of Preferred pursuant to the Offer for any reason, then, without prejudice to
PSE's rights under the Offer, the Depositary may, on behalf of PSE, retain all
Shares of that Series of Preferred tendered, and such Shares may not be
withdrawn except as otherwise provided in this "Terms of the Offer--Withdrawal
Rights," subject to Rule 13e-4(f)(5) under the Securities Exchange Act of 1934
(the "Exchange Act"), which provides that the issuer "making the tender offer
shall either pay the consideration offered, or return the tendered securities,
promptly after the termination or withdrawal of the tender offer."
To be effective, a written or facsimile transmission notice of withdrawal
must be timely received by the Depositary at one of its addresses or facsimile
numbers set forth on the back cover of this Offer to Purchase and must specify
the name of the person who tendered the Shares to be withdrawn and the number
of Shares of each
14
<PAGE>
Series of Preferred to be withdrawn. If the Shares to be withdrawn have been
delivered to the Depositary, a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution (except in the case of Shares tendered
by an Eligible Institution) must be submitted prior to the release of such
Shares. In addition, such notice must specify, in the case of Shares tendered
by delivery of certificates, the name of the registered holder (if different
from that of the tendering shareholder) and the serial numbers shown on the
particular certificates evidencing the Shares to be withdrawn or, in the case
of Shares tendered by book-entry transfer, the name and number of the account
at one of the Book-Entry Transfer Facilities to be credited with the withdrawn
Shares and the name of the registered holder (if different from the name of
such account). Withdrawals may not be rescinded, and Shares withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered by again following one of the procedures
described in "Terms of the Offer--Procedure for Tendering Shares" at any time
prior to the applicable Expiration Time.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by PSE in its sole discretion, and its
determination shall be final and binding. None of PSE, the Dealer Manager, the
Depositary, the Information Agent or any other person will be under any duty
to give notification of any defect or irregularity in any notice of withdrawal
or incur any liability for failure to give any such notification.
ACCEPTANCE FOR PAYMENT OF SHARES AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer and as promptly as
practicable after the Expiration Time with respect to a Series of Preferred,
PSE will accept for payment and pay for Shares of that Series of Preferred
validly tendered. See "Terms of the Offer--Number of Shares; Purchase Price;
Expiration Time; Receipt of Dividends," "--Extension; Termination;
Amendments," and "--Certain Conditions of the Offer" and "Source and Amount of
Funds." Payment for all Shares of that Series of Preferred validly tendered on
or prior to the applicable Expiration Time and accepted for payment pursuant
to the Offer will be made by the Depositary by check as promptly as
practicable. In all cases, payment for Shares accepted for payment pursuant to
the Offer will be made only after timely receipt by the Depositary of
certificates for Shares (or of a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities), a properly completed and duly executed Letter of Transmittal for
the Series of Preferred tendered or facsimile thereof, and any other required
documents.
For purposes of the Offer, PSE will be deemed to have accepted for payment
(and thereby purchased) Shares that are validly tendered prior to the
applicable Expiration Time and not withdrawn as, if and when it gives oral or
written notice to the Depositary of its acceptance for payment of such Shares.
PSE will pay for Shares that it has purchased pursuant to the Offer by
depositing the purchase price therefor with the Depositary. The Depositary
will act as agent for tendering shareholders for the purpose of receiving
payment from PSE and transmitting payment to tendering shareholders. Under no
circumstances will interest be paid on amounts to be paid to tendering
shareholders, regardless of any delay in making such payment.
Certificates for all Shares not purchased will be returned (or, in the case
of Shares tendered by book-entry transfer, such Shares will be credited to an
account maintained with a Book-Entry Transfer Facility) as promptly as
practicable, without expense to the tendering shareholder.
Payment for Shares may be delayed in the event of difficulty in determining
the number of Shares properly tendered. In addition, if certain events occur,
PSE may not be obligated to purchase Shares pursuant to the Offer. See "Terms
of the Offer--Certain Conditions of the Offer."
PSE will pay or cause to be paid any stock transfer taxes with respect to
the sale and transfer of any Shares to it or its order pursuant to the Offer.
If, however, payment of the purchase price is to be made to, or Shares not
tendered or not purchased are to be registered in the name of, any person
other than the registered holder, or if tendered Shares are registered in the
name of any person other than the person signing the Letter of Transmittal,
15
<PAGE>
the amount of any stock transfer taxes (whether imposed on the registered
holder, such other person or otherwise) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is submitted.
See Instruction 6 to the Letter of Transmittal.
CERTAIN CONDITIONS OF THE OFFER
Notwithstanding any other provision of the Offer, PSE will not be required
to accept for payment or pay for any Shares of a Series of Preferred tendered,
and may terminate or amend the Offer with respect thereto, and may postpone
(subject to the requirements of the Exchange Act for prompt payment for or
return of Shares) the acceptance for payment of or payment for Shares of a
Series of Preferred tendered, if any of the following shall have occurred at
any time after the date of this Offer to Purchase and before payment for any
Shares of a Series of Preferred (whether or not such occurrence shall be
continuing at the time of such termination, amendment or postponement):
(a) any action or proceeding shall have been threatened, instituted,
pending or taken, or approval shall have been withheld, withdrawn or
abrogated, or any statute, rule, regulation, judgment, order or injunction
shall have been threatened, proposed, sought, promulgated, enacted,
entered, amended, enforced or deemed to be applicable to the Offer or PSE,
by any legislative body, court authority, agency or tribunal or any other
person, including the Securities and Exchange Commission or the Washington
Utilities and Transportation Commission (see "Source and Amount of Funds"),
which, in PSE's sole judgment, would or might directly or indirectly (i)
make the acceptance for payment of, or payment for, some or all of the
Shares of that Series of Preferred illegal or challenge the acquisition of
such Shares or otherwise relate to or affect the Offer in any manner, (ii)
materially impair the contemplated benefits of the Offer to PSE or (iii)
materially affect the business, condition (financial or other), income,
operations or prospects of PSE, or otherwise materially impair in any way
the contemplated future conduct of the business of PSE;
(b) it shall have been publicly disclosed or PSE shall have learned that
any person or "group" (within the meaning of Section 13(d)(3) of the
Exchange Act) has acquired or proposes to acquire beneficial ownership of
more than 5% of the outstanding common stock of PSE whether through the
acquisition of stock, the formation of a group, the grant of any option or
right or otherwise;
(c) there shall have occurred (i) any general suspension of trading in,
or limitation on prices for, securities on any national securities exchange
or in the over-the-counter market, (ii) any significant decline in the
market price of the Shares of that Series of Preferred, (iii) any change in
the general political, market, economic or financial condition in the
United States or abroad that could have a material adverse effect on PSE's
business, operations, prospects or ability to obtain financing generally or
the trading in the Shares of that Series of Preferred or other equity
securities of PSE, (iv) the declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States or any
limitation on, or any event which, in PSE's sole judgment, might affect,
the extension of credit by lending institutions in the United States, (v)
the commencement of a war, armed hostilities or other international or
national calamity directly or indirectly involving the United States or
(vi) in the case of any of the foregoing existing at the time of the
commencement of the Offer, in PSE's sole judgment, a material acceleration
or worsening thereof;
(d) a tender or exchange offer with respect to some or all of the Shares
of that Series of Preferred or other equity securities of PSE, or a merger,
acquisition or other business combination proposal for PSE, shall have been
proposed, announced or made by another person;
(e) there shall have occurred any event or events that have resulted, or
may in the sole judgment of PSE result, in an actual or threatened change
in the business, condition (financial or other), income, operations, stock
ownership or prospects of PSE and its subsidiaries;
(f) Moody's Investors Service, Inc. or Standard & Poor's Corporation
shall have (i) downgraded or withdrawn the rating accorded any securities
of PSE, or (ii) publicly announced that it has under surveillance or
review, with possible negative implications, its rating of any securities
of PSE; or
(g) there shall have occurred any decline in the Standard & Poor's
Composite 500 Stock Index by an amount in excess of 15% measured from the
close of business on Thursday, July 10, 1997;
16
<PAGE>
and, in the sole judgment of PSE, such event or events make it undesirable or
inadvisable to proceed with the Offer with respect to such Series of Preferred
or with such acceptance for payment or payment. The Offer for each Series of
Preferred is independent of the Offer for any other Series of Preferred. The
consummation of the Offer for any Series of Preferred is not conditioned on
the consummation of the Offer for all Series of Preferred or for any other
Series of Preferred.
The foregoing conditions are for the sole benefit of PSE and may be asserted
by PSE regardless of the circumstances (including any action or inaction by
PSE) giving rise to any such condition, and any such condition may be waived
by PSE, in whole or in part, at any time and from time to time in its sole
discretion. The failure by PSE at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right
shall be deemed an ongoing right which may be asserted at any time and from
time to time. Any determination by PSE concerning the events described above
will be final and binding on all parties.
EXTENSION; TERMINATION; AMENDMENTS
Prior to the Expiration Time, PSE may, with respect to any Series of
Preferred, extend the period of time during which the Offer is open or
otherwise amend or modify the Offer and may terminate the Offer for any
reason. There can be no assurance, however, that PSE will extend the Offer.
During any such extension, all Shares of that Series of Preferred previously
tendered will remain subject to the Offer, except to the extent that such
Shares may be withdrawn as set forth in "Terms of the Offer--Withdrawal
Rights."
After the Expiration Time, PSE may, with respect to each Series of
Preferred, upon the occurrence of any of the conditions specified in "Terms of
the Offer--Certain Conditions of the Offer," terminate the Offer and not
accept for payment or pay for any Shares tendered or, subject to Rule 13e-
4(f)(5) under the Exchange Act (which provides that the issuer "making the
tender offer shall either pay the consideration offered, or return the
tendered securities, promptly after the termination or withdrawal of the
tender offer"), postpone acceptance for payment of or payment for Shares.
To effect any such extension, amendment, modification, termination or
postponement, PSE shall give oral or written notice to the Depositary and make
a public announcement thereof. Without limiting the manner in which PSE may
choose to make such a public announcement, PSE shall have no obligation
(except as otherwise required by applicable law) to publish, advertise or
otherwise communicate any such public announcement, other than by making a
release to the Dow Jones News Service, except in the case of an announcement
of an extension of the Offer with respect to any Series of Preferred, in which
case PSE shall have no obligation to publish, advertise or otherwise
communicate such announcement other than by issuing a notice of such extension
by press release or other public announcement, which notice shall be issued no
later than 9:00 a.m., New York City time, on the next business day after the
date of the previously scheduled Expiration Time with respect to that Series
of Preferred.
If PSE materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, PSE
will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-
4(e)(2) under the Exchange Act. Under these rules, the minimum period during
which an offer must remain open following material changes in the terms of the
offer or information concerning the offer (other than a change in price,
change in dealer's soliciting fee or change in percentage of securities
sought) will depend on the facts and circumstances, including the relative
materiality of such terms or information. In a published release, the
Commission has stated that, in its view, an offer should remain open for a
minimum of five business days from the date that a notice of such a material
change is first published, sent or given. The Offer with respect to any Series
of Preferred will be extended for at least ten business days from the time PSE
publishes, sends or gives to holders of Shares of that Series of Preferred a
notice that it will (a) increase or decrease the price it will pay for Shares
of that Series of Preferred or the amount of the dealer's soliciting fee or
(b) increase or decrease the percentage of Shares in that Series of Preferred
it seeks (except that the acceptance for payment of additional Shares of a
Series of Preferred not to exceed 2% of the outstanding Shares in that Series
of Preferred shall not be deemed to be an increase).
17
<PAGE>
PRICE RANGE OF SHARES; DIVIDENDS
The Adjustable Rate Preferred is listed and traded on the New York Stock
Exchange under the symbol "PSDprB." There is no established trading market for
any of the other Series of Preferred. The last reported sale price on the New
York Stock Exchange, as of the close of business on July 10, 1997, for the
Adjustable Rate Preferred is shown on the front cover of this Offer to
Purchase.
SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS, IF AVAILABLE,
FOR THEIR SHARES.
The following table sets forth the high and low sales prices of the
Adjustable Preferred on the New York Stock Exchange and the cash dividends
paid thereon for the fiscal quarters indicated.
<TABLE>
<CAPTION>
ADJUSTABLE RATE PREFERRED
----------------------------
CASH DIVIDENDS
HIGH LOW PER SHARE
------ ------ --------------
<S> <C> <C> <C>
1995:
1st Quarter................................ $23.23 $21.00 $0.41375
2nd Quarter................................ 22.50 20.88 0.40687
3rd Quarter................................ 22.50 21.13 0.38125
4th Quarter................................ 22.50 21.00 0.35562
1996:
1st Quarter................................ 22.25 21.13 0.32875
2nd Quarter................................ 22.88 21.00 0.31312
3rd Quarter................................ 23.00 21.00 0.35250
4th Quarter................................ 23.38 21.63 0.36375
1997:
1st Quarter................................ 24.75 21.88 0.35437
2nd Quarter................................ 24.88 23.25 0.35625
3rd Quarter (through July 10).............. 24.75 24.25 -- *
</TABLE>
- --------
* PSE's Board of Directors has declared a dividend on the Adjustable Rate
Preferred equal to $0.368125 per Share to be paid on August 15, 1997 to
holders of record at July 21, 1997.
Dividends for the Adjustable Rate Preferred are payable when and as declared
by PSE's Board of Directors in an amount determined in accordance with a
formula described in PSE's Restated Articles. Dividends for the other Series
of Preferred are payable when and as declared by PSE's Board of Directors at
the rate per annum included in the title of the Series of Preferred listed on
the front cover of this Offer to Purchase. The August 1997 Dividend (which is
a regular quarterly dividend) for each Series of Preferred has been declared
and is to be paid on August 15, 1997 to holders of record as of the close of
business on July 21, 1997. A tender of Shares pursuant to the Offer will not
deprive any shareholder of his or her right to receive the August 1997
Dividend, regardless of when such tender is made. Holders of Shares tendered
into and purchased pursuant to the Offer will not be entitled to any dividends
in respect of any later dividend periods (or any portion thereof).
As of July 7, 1997, there were approximately 457 holders of the Adjustable
Rate Preferred, 105 holders of the 4.70% Preferred and 191 holders of the
4.84% Preferred.
18
<PAGE>
SOURCE AND AMOUNT OF FUNDS
Assuming that PSE purchases all outstanding Shares pursuant to the Offer,
the total amount of funds required by PSE to purchase the Shares would be
approximately $45.4 million, excluding fees and other expenses. See "Fees and
Expenses." PSE intends to use the proceeds from the sale of its short-term
debt securities to fund the purchase of Shares pursuant to the Offer.
On June 6, 1997, PSE sold $100 million of junior subordinated debentures to
a subsidiary trust of PSE, which trust, in order to fund the purchase of such
debentures, issued $100 million of PSE obligated, mandatorily redeemable
preferred securities of such trust in an unregistered private placement. PSE
applied the proceeds from the sale of its junior subordinated debentures to
reduce short-term debt.
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES
In accordance with its Restated Articles, PSE is required to redeem 3,000
Shares of the 4.70% Preferred and 3,000 Shares of the 4.84% Preferred on May
15 of each year at a redemption price in each case of $100 per Share plus
accrued dividends. In addition to such mandatory redemptions, since January 1,
1995, PSE has purchased Shares as indicated in the following table.
<TABLE>
<CAPTION>
1995 QUARTERS 1996 QUARTERS 1997 QUARTERS
------------------ --------------- ----------------
1ST 2ND 3RD 4TH 1ST 2ND 3RD 4TH 1ST 2ND 3RD*
------ --- --- --- --- --- --- --- --- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4.70% PREFERRED
Number of Shares........... 10,000 -- -- -- -- -- -- -- -- -- --
Range of Prices............ $79.00 -- -- -- -- -- -- -- -- -- --
Average Price.............. $79.00 -- -- -- -- -- -- -- -- -- --
4.84% PREFERRED
Number of Shares........... -- -- -- -- -- -- -- -- -- -- --
Range of Prices............ -- -- -- -- -- -- -- -- -- -- --
Average Price.............. -- -- -- -- -- -- -- -- -- -- --
ADJUSTABLE RATE PREFERRED
Number of Shares........... -- -- -- -- -- -- -- -- -- 598,500 --
Range of Prices............ -- -- -- -- -- -- -- -- -- $24.375 --
Average Price.............. -- -- -- -- -- -- -- -- -- $24.375 --
</TABLE>
- --------
* Through July 10, 1997.
Based upon PSE's records and upon information provided to PSE by its
directors and officers, neither PSE nor, to PSE's knowledge, any of its
pension, profit sharing or similar plans or any of its associates,
subsidiaries, directors, officers or any associate of any such director or
officer owns any Shares or has engaged in any transactions involving Shares
during the 60 days preceding the date hereof. Accordingly, none of such
persons intend to tender or sell any Shares pursuant to the Offer. Neither PSE
nor, to PSE's knowledge, any of its directors or officers is a party to any
contract, arrangement, understanding or relationship relating directly or
indirectly to the Offer with any other person with respect to any securities
of PSE other than as disclosed in this Offer to Purchase. See "Fees and
Expenses."
19
<PAGE>
FEES AND EXPENSES
Smith Barney Inc. will act as Dealer Manager for PSE in connection with the
Offer. PSE has agreed to pay the Dealer Manager a fixed fee of $120,000 plus
(a) upon acceptance for payment of Shares of Adjustable Rate Preferred
pursuant to the Offer, a fee equal to $0.125 per Share of Adjustable Rate
Preferred and (b) upon acceptance for payment of Shares of 4.70% Preferred or
4.84% Preferred pursuant to the Offer, a fee equal to $0.50 per Share of 4.70%
Preferred or 4.84% Preferred. The Dealer Manager will also be reimbursed by
PSE for its reasonable out-of-pocket expenses, including attorneys' fees, and
will be entitled to indemnification against certain liabilities, including
liabilities under the federal securities laws, or to contribution for payments
the Dealer Manager may be required to make in respect thereof. The Dealer
Manager has rendered, is currently rendering and is expected to continue to
render various investment banking and other advisory services to PSE. The
Dealer Manager has received, and will continue to receive, customary
compensation from PSE for such services.
PSE will, as provided in Instruction 10 of the applicable Letter of
Transmittal, pay to a Soliciting Dealer (as defined below) a solicitation fee
of $0.50 per Share of Adjustable Rate Preferred and $1.50 per Share of the
other two Series of Preferred (except that for transactions for beneficial
owners equal to or exceeding 10,000 Shares of the Adjustable Rate Preferred or
2,500 Shares of either of the other two Series of Preferred, PSE will pay a
solicitation fee of $0.25 per Share of Adjustable Rate Preferred and $1.00 per
Share of the other two Series of Preferred, provided that such fee will be
paid 80% to the Dealer Manager and 20% to the Soliciting Dealer) for Shares
tendered and accepted for payment and paid for pursuant to the Offer, which
Shares are covered by a Letter of Transmittal which designates, as having
solicited and obtained the tender, the name of (i) any broker or dealer in
securities, including the Dealer Manager in its capacity as a broker or
dealer, who is a member of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (ii) any foreign broker
or dealer not eligible for membership in the NASD which agrees to conform to
the NASD's Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or (iii) any bank
or trust company (each of which is referred to herein as a "Soliciting
Dealer"). No such fee shall be payable to a Soliciting Dealer if such
Soliciting Dealer is required for any reason to transfer the amount of such
fee to a depositing holder (other than itself). No such fee shall be payable
to a Soliciting Dealer with respect to Shares tendered for such Soliciting
Dealer's own account. No broker, dealer, bank, trust company or fiduciary
shall be deemed to be an agent of PSE, the Depositary, the Information Agent
or the Dealer Manager for the purposes of the Offer.
PSE has retained ChaseMellon Shareholder Services, L.L.C. as Depositary and
MacKenzie Partners, Inc. as Information Agent in connection with the Offer.
The Information Agent may contact shareholders by mail, telephone, telex,
telegraph and personal interviews, and may request brokers, dealers and other
nominee shareholders to forward materials relating to the Offer to beneficial
owners. The Depositary and the Information Agent will receive reasonable and
customary compensation for their services and will also be reimbursed for
certain out-of-pocket expenses. PSE has agreed to indemnify the Depositary and
the Information Agent against certain liabilities, including certain
liabilities under the federal securities laws, in connection with the Offer.
Neither the Information Agent nor the Depositary has been retained to make
solicitations or recommendations in connection with the Offer.
Other than as described above, PSE will not pay any solicitation fees to any
broker, dealer, bank, trust company or other person for any Shares purchased
in connection with the Offer. PSE will reimburse such persons for customary
handling and mailing expenses incurred in connection with the Offer.
PSE will pay all stock transfer taxes, if any, payable on account of the
acquisition of the Shares by PSE pursuant to the Offer, except in certain
circumstances where special payment or delivery procedures are utilized
pursuant to Instruction 6 of the Letter of Transmittal.
20
<PAGE>
Assuming that all Shares of each Series of Preferred are tendered and
purchased by PSE pursuant to the Offer, it is estimated that the expenses
incurred by PSE in connection with the Offer will be approximately as set
forth below. PSE will be responsible for paying all such expenses.
<TABLE>
<S> <C>
Dealer Manager's fees......................................... $ 347,273
Solicitation fees............................................. 857,007
Printing and mailing fees..................................... 40,000
Filing fees................................................... 9,065
Legal, accounting and miscellaneous........................... 100,000
----------
Total....................................................... $1,353,345
==========
</TABLE>
CERTAIN INFORMATION CONCERNING PSE
PSE is an investor-owned public utility incorporated and headquartered in
Washington state. PSE furnishes electric service and gas service within an
aggregate territory of approximately 6,000 square miles, principally in the
Puget Sound region of western Washington.
As of March 31, 1997, PSE provided electric service to approximately 859,814
customers and gas service to approximately 506,163 customers. PSE's net
utility plant assets at March 31, 1997 exceeded $3.1 billion and its common
stock equity exceeded $1.3 billion. For the first quarter of 1997, total
kilowatt-hour sales were 6.8 billion, including 1.0 billion in sales to other
utilities, and total gas volumes were 370.2 million therms, including 76.2
million therms in transportation volumes.
PSE had approximately 2,900 employees at April 30, 1997. PSE's executive
office is located at 411--108th Avenue N.E., Bellevue, Washington 98004-5515
and its telephone number is (425) 454-6363.
ADDITIONAL INFORMATION
PSE is subject to the informational requirements of the Exchange Act and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. PSE has also filed an Issuer Tender Offer Statement on
Schedule 13E-4 and a Rule 13e-3 Transaction Statement on Schedule 13E-3 with
the Commission which includes certain additional information relating to the
Offer.
Such material can be inspected and copied at the public reference room of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and the public reference facilities in the Commission's Regional Offices
located at Seven World Trade Center, 7th Floor, New York, New York 10048, and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained at prescribed rates by writing to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549. Such
information may also be accessed electronically by means of the Commission's
home page on the Internet (http://www.sec.gov). Copies of such material can
also be inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005. PSE's Schedule 13E-4 and Schedule 13E-3 will
not be available at the Commission's Regional Offices.
21
<PAGE>
MISCELLANEOUS
The Offer is not being made to, nor will PSE accept tenders from, owners of
Shares in any jurisdiction in which the Offer or its acceptance would not be
in compliance with the laws of such jurisdiction. PSE is not aware of any
jurisdiction where the making of the Offer or the tender of Shares would not
be in compliance with applicable law. If PSE becomes aware of any jurisdiction
where the making of the Offer or the tender of Shares is not in compliance
with any applicable law, PSE will make a good faith effort to comply with such
law. If, after such good faith effort, PSE cannot comply with such law, the
Offer will not be made to (nor will tenders be accepted from or on behalf of)
the holders of Shares residing in such jurisdiction. In any jurisdiction in
which the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on PSE's behalf
by one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
22
<PAGE>
Facsimile copies of the applicable Letter of Transmittal for the Series of
Preferred to be tendered will be accepted. The Letter of Transmittal and
certificates for Shares should be sent or delivered by each tendering
shareholder of PSE or his or her broker, dealer, bank or trust company to the
Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C> <C>
By Mail: By Overnight Delivery: By Hand:
Post Office Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop--Reorg New York, NY 10271
Attn: Reorganization Depart- Attn: Reorganization Depart-
ment Ridgefield Park, NJ 07660 ment
Attn: Reorganization Depart-
ment
</TABLE>
By Facsimile Transmission:
(201) 329-8936
Confirm by Telephone:
(201) 296-4860
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Manager at the respective telephone
numbers and addresses listed below. Requests for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer
materials may be directed to the Information Agent or the Dealer Manager,
and such copies will be furnished promptly at PSE's expense. Shareholders
may also contact their local broker, dealer, commercial bank or trust
company for assistance concerning the Offer.
The Information Agent for the Offer is:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(800) 322-2885
or
(212) 929-5500
The Dealer Manager for the Offer is:
SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
(800) 655-4811
or
(212) 723-7622
Attention: Paul S. Galant
<PAGE>
EXHIBIT (D)(2)
LETTER OF TRANSMITTAL
TO ACCOMPANY
SHARES OF ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK,
SERIES B ($25 PAR VALUE) OF
PUGET SOUND ENERGY, INC.
TENDERED PURSUANT TO THE OFFER TO PURCHASE,
DATED JULY 11, 1997, FOR PURCHASE AT
PURCHASE PRICE OF $25.625 PER SHARE
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, AUGUST 8, 1997, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
TO: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., DEPOSITARY
<TABLE>
<S> <C> <C>
By Mail: By Overnight Delivery: By Hand:
Post Office Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop--Reorg New York, NY 10271
Attn: Reorganization Department Ridgefield Park, NJ 07660 Attn: Reorganization Department
Attn: Reorganization Department
</TABLE>
By Facsimile Transmission:
(201) 329-8936
Confirm by Telephone:
(201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS LISTED ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
DO NOT SEND ANY CERTIFICATES TO SMITH BARNEY INC., TO MACKENZIE PARTNERS,
INC. OR TO PUGET SOUND ENERGY, INC.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
- --------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN EXACTLY AS INFORMATION APPEARS ON (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
CERTIFICATE(S))
- --------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF NUMBER
CERTIFICATE SHARES REPRESENTED OF SHARES
NUMBER(S)* BY CERTIFICATE(S)* TENDERED**
-------------------------------------------------------
<S> <C> <C> <C>
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
- --------------------------------------------------------------------------------------------------------
</TABLE>
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are being
tendered. See Instruction 4.
- --------------------------------------------------------------------------
<PAGE>
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be used if certificates are to be forwarded
herewith or if delivery of tendered Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust
Company ("DTC") or Philadelphia Depositary Trust Company ("PDTC") (hereinafter
collectively referred to as the "Book-Entry Transfer Facilities") pursuant to
the procedures set forth under "Terms of the Offer--Procedure for Tendering
Shares" in the Offer to Purchase (as defined below).
Shareholders who cannot deliver their Shares and all other documents
required hereby to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares pursuant to the guaranteed
delivery procedure set forth under "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase. See Instruction 2. Delivery of
documents to Puget Sound Energy, Inc. ("PSE") or to a Book-Entry Transfer
Facility does not constitute a valid delivery.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Name of tendering institution ______________________________________________
Check applicable box:
[_] DTC
[_] PDTC
Account No. ________________________________________________________________
VOI No. ____________________________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of tendering shareholder(s) ________________________________________
Date of execution of Notice of Guaranteed Delivery _________________________
Name of institution that guaranteed delivery _______________________________
If delivery is by book-entry transfer:
Name of tendering institution ______________________________________________
Account no. at
[_] DTC
[_] PDTC
VOI No. ____________________________________________________________________
2
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
The undersigned hereby tenders to Puget Sound Energy, Inc., a Washington
corporation ("PSE"), the shares listed on the first page hereof under
"Description of Shares Tendered" pursuant to PSE's offer to purchase any and
all of the outstanding shares of the series of PSE preferred stock shown on
the first page hereof as to which this Letter of Transmittal is applicable
(the "Shares") at the purchase price shown on the first page hereof, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated July 11, 1997 (the "Offer to Purchase"), receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which as
to the Shares, together with the Offer to Purchase, constitutes the "Offer").
See "Terms of the Offer--Extension; Termination; Amendments" and "--Certain
Conditions of the Offer" in the Offer to Purchase.
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned
hereby sells, assigns and transfers to, or upon the order of, PSE all right,
title and interest in and to all the Shares that are being tendered hereby and
hereby constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares, with full
power of substitution (such power of attorney being an irrevocable power
coupled with an interest), to (a) deliver certificates for such Shares, or
transfer ownership of such Shares on the account books maintained by any of
the Book-Entry Transfer Facilities, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
PSE, (b) present such Shares for registration and transfer on the books of PSE
and (c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares tendered
hereby and that, when and to the extent the same are accepted for payment by
PSE, PSE will acquire good, marketable and unencumbered title thereto, free
and clear of all liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale or transfer thereof, and
the same will not be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Depositary
or PSE to be necessary or desirable to complete the sale, assignment and
transfer of the Shares tendered hereby.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive the death or incapacity of the undersigned, and
any obligations of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under "Terms of the Offer--Procedure for Tendering
Shares" in the Offer to Purchase and in the instructions hereto will
constitute the undersigned's acceptance of the terms and conditions of the
Offer, including the undersigned's representation and warranty that (i) the
undersigned has a net long position in the Shares being tendered within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934,
as amended, and (ii) the tender of such Shares complies with Rule 14e-4. PSE's
acceptance for payment of Shares tendered pursuant to the Offer will
constitute a binding agreement between the undersigned and PSE upon the terms
and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, PSE may terminate or amend the Offer or may not be
required to purchase any of the Shares tendered hereby. In either event, the
undersigned understands that certificate(s) for any Shares not tendered or not
purchased will be returned to the undersigned.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility designated above). Similarly,
unless otherwise indicated under "Special Delivery Instructions," please mail
the check for the purchase price of any Shares purchased and/or any
certificates for Shares not tendered or not purchased (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signature(s). In the event that both "Special Payment
Instructions" and "Special Delivery Instructions" are completed, please issue
the check for the
3
<PAGE>
purchase price of any Shares purchased and/or return any Shares not tendered
or not purchased in the name(s) of, and mail said check and/or any
certificates to the person(s) so indicated. The undersigned recognizes that
PSE has no obligation, pursuant to the "Special Payment Instructions," to
transfer any Shares from the name of the registered holders(s) thereof if PSE
does not accept for payment any of the Shares so tendered.
- --------------------------------------- --------------------------------------
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7) (SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the To be completed ONLY if the
check for the purchase price of check for the purchase price of
Shares purchased and/or certifi- Shares purchased and/or
cates for Shares not tendered or certificates for Shares not
not purchased are to be issued in tendered or not purchased are to
the name of someone other than be mailed to someone other than
the undersigned. the undersigned or to the
undersigned at an address other
than that shown below the
undersigned's signature(s).
Issue:[_] check and/or
[_] certificate(s) to:
Mail:[_] check and/or
Name _____________________________ [_] certificate(s) to:
(PLEASE PRINT)
Address __________________________ Name _____________________________
(PLEASE PRINT)
__________________________________
(INCLUDE ZIP CODE) Address __________________________
__________________________________ __________________________________
(TAX IDENTIFICATION OR SOCIAL (INCLUDE ZIP CODE)
SECURITY NO.)
- --------------------------------------- --------------------------------------
[_]CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN AND
WISH TO TENDER HAVE BEEN LOST, DESTROYED OR STOLEN. (SEE INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen certificates: _______
4
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, PSE will pay a solicitation fee of $0.50 per
Share of Adjustable Rate Cumulative Preferred Stock, Series B ($25 par value)
(except that for transactions for beneficial owners equal to or exceeding
10,000 Shares, PSE will pay a solicitation fee of $0.25 per Share, provided
that such fee will be paid 80% to Smith Barney Inc., the Dealer Manager of the
Offer, and 20% to the Soliciting Dealer (as defined in Instruction 10)) for
certain Shares tendered, accepted for payment and paid pursuant to the Offer.
The undersigned represents that the Soliciting Dealer which solicited and
obtained this tender is:
Name of Firm: _________________________________________________________________
(PLEASE PRINT)
Name of Individual Broker
or Financial Consultant: ______________________________________________________
Telephone Number of Broker
or Financial Consultant: ______________________________________________________
Identification Number (if known): _____________________________________________
Address: ______________________________________________________________________
(INCLUDE ZIP CODE)
The following to be completed ONLY if customer's Shares held in nominee name
are tendered.
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
------------------------ -------------------------
__________________________________ ___________________________________
__________________________________ ___________________________________
__________________________________ ___________________________________
(ATTACH ADDITIONAL LIST IF NECESSARY)
The acceptance of compensation by such Soliciting Dealer will constitute a
representation by it that: (i) it has complied with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer to Purchase; (iii) in soliciting
tenders of Shares, it has used no soliciting materials other than those
furnished by PSE; and (iv) if it is a foreign broker or dealer not eligible
for membership in the National Association of Securities Dealers, Inc. (the
"NASD"), it has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
The payment of compensation to any Soliciting Dealer is dependent on such
Soliciting Dealer's returning a Notice of Solicited Tenders to the Depositary.
5
<PAGE>
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
SIGN HERE: _____________________________________________________________
____________________________________________________________________________
SIGNATURE(S) OF OWNER(S)
Dated: _______________________________________________________________, 1997
Name(s) ____________________________________________________________________
_____________________________________________________________________
(PLEASE PRINT)
Capacity (full title) ______________________________________________________
Address_____________________________________________________________________
_____________________________________________________________________
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone No. ________________________________________
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
the stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or
other person acting in a fiduciary or representative capacity, please set
forth full title and see Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature ___________________________________________________
Name _______________________________________________________________________
Name of Firm _______________________________________________________________
Address of Firm_____________________________________________________________
Area code and Telephone No. ________________________________________________
Dated ________________________________________________________________, 1997
- --------------------------------------------------------------------------------
NOTE: REMAINDER OF THIS LETTER OF TRANSMITTAL MUST BE COMPLETED BY SIGNING THE
SUBSTITUTE FORM W-9 BELOW.
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is
a member of a registered national securities exchange or the National
Association of Securities Dealers, Inc., or by a commercial bank or trust
company having an office or correspondent in the United States which is a
participant in an approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal need not be guaranteed
(a) if this Letter of Transmittal is signed by the registered holder(s) of the
Shares (which term, for purposes of this document, shall include any
participant in one of the Book-Entry Transfer Facilities whose name appears on
a security position listing as the owner of Shares) tendered herewith and such
holder(s) has not completed the box entitled "Special Payment Instructions" or
the box entitled "Special Delivery Instructions" on this Letter of Transmittal
or (b) if such Shares are tendered for the account of an Eligible Institution.
See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES. This Letter of Transmittal
is to be used either if certificates are to be forwarded herewith or if
delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth under "Terms of the Offer--Procedure for Tendering
Shares" in the Offer to Purchase. Certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's
account at one of the Book-Entry Transfer Facilities of all Shares delivered
electronically, as well as a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth on the front page of this Letter of Transmittal on or
prior to the Expiration Date (as defined in the Offer to Purchase) with
respect to a Series of Preferred. Shareholders who wish to tender but cannot
deliver their Shares and all other required documents to the Depositary on or
prior to the applicable Expiration Date must tender their Shares pursuant to
the guaranteed delivery procedure set forth under "Terms of the Offer--
Procedure for Tendering Shares" in the Offer to Purchase. Pursuant to such
procedure: (a) such tender must be made by or through an Eligible Institution,
(b) a properly completed and duly executed Notice of Guaranteed Delivery in
the form provided by PSE (with any required signature guarantees) must be
received by the Depositary on or prior to the applicable Expiration Date and
(c) the certificates for all physically delivered Shares, or a confirmation of
a book-entry transfer into the Depositary's account at one of the Book-Entry
Transfer Facilities of all Shares delivered electronically, as well as a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by this Letter of Transmittal must
be received by the Depositary within three New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided under "Terms of the Offer--Procedure for Tendering Shares" in the
Offer to Purchase.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF CERTIFICATES FOR SHARES ARE
SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED,
IS RECOMMENDED.
No alternative, conditional or contingent tenders will be accepted. See
"Terms of the Offer--Number of Shares; Purchase Price; Expiration Date;
Receipt of Dividend" in the Offer to Purchase. By executing this Letter of
Transmittal (or facsimile thereof), the tendering shareholder waives any right
to receive any notice of the acceptance for payment of the Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
schedule attached hereto.
4. PARTIAL TENDERS (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares represented by
the old certificate will be sent to the person(s) signing this Letter of
Transmittal, unless otherwise provided in the "Special Payment Instructions"
or "Special Delivery Instructions" boxes on this Letter of Transmittal, as
promptly as practicable following the expiration or termination of the Offer.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
7
<PAGE>
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby is held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby is registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock
powers are required unless payment of the purchase price is to be made to, or
Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the
certificates for such Shares. Signature(s) on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to PSE of the authority of such person so to act must be submitted.
6. STOCK TRANSFER TAXES. PSE will pay or cause to be paid any stock transfer
taxes with respect to the sale and transfer of any Shares to it or its order
pursuant to the Offer. If, however, payment of the purchase price is to be
made to, or Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s), or if tendered Shares
are registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock transfer taxes (whether imposed
on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the purchase
price unless satisfactory evidence of the payment of such taxes, or exemption
therefrom, is submitted. See "Terms of the Offer--Acceptance for Payment of
Shares and Payment of Purchase Price" in the Offer to Purchase. EXCEPT AS
PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX
STAMPS TO THE CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the purchase
price of any Shares purchased is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other
than the person(s) signing this Letter of Transmittal or if the check and/or
any certificate for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of
Shares Tendered," then the boxes captioned "Special Payment Instructions"
and/or "Special Delivery Instructions" on this Letter of Transmittal should be
completed. Shareholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained
by such shareholder at the Book-Entry Transfer Facility from which such
transfer was made.
8. SUBSTITUTE FORM W-9 AND FORM W-8. The tendering shareholder is required
to provide the Depositary with either a correct Taxpayer Identification Number
("TIN") on Substitute Form W-9, which is provided under "Important Tax
Information" below, or a properly completed Form W-8. Failure to provide the
information on either Substitute Form W-9 or Form W-8 may subject the
tendering shareholder to 31% federal income tax backup withholding on the
payment of the purchase price. The box in Part 2 of Substitute Form W-9 may be
checked if the tendering shareholder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box
in Part 2 is checked and the Depositary is not provided with a TIN by the time
of payment, the Depositary will withhold 31% on all payments of the purchase
price thereafter until a TIN is provided to the Depositary.
8
<PAGE>
9. REQUESTS FOR ASSISTANCE OF ADDITIONAL COPIES. Any questions or requests
for assistance may be directed to the Information Agent or the Dealer Manager
at their respective telephone numbers and addresses listed below. Requests for
additional copies of the Offer to Purchase, this Letter of Transmittal or
other tender offer materials may be directed to the Information Agent or the
Dealer Manager and such copies will be furnished promptly at PSE's expense.
Shareholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
10. SOLICITED TENDERS. PSE will pay a solicitation fee of $0.50 per Share of
Adjustable Rate Cumulative Preferred Stock, Series B ($25 par value) (except
that for transactions for beneficial owners equal to or exceeding 10,000
Shares, PSE will pay a solicitation fee of $0.25 per Share, provided that such
fee will be paid 80% to the Dealer Manager and 20% to the Soliciting Dealer)
for any Shares tendered, accepted for payment and paid pursuant to the Offer,
which Shares are covered by the Letter of Transmittal which designates, in the
box captioned "Solicited Tenders," as having solicited and obtained the
tender, the name of (i) any broker or dealer in securities, including the
Dealer Manager in its capacity as a dealer or broker, which is a member of any
national securities exchange or of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) any foreign broker or dealer not eligible for
membership in the NASD which agrees to conform to the NASD's Rules of Fair
Practice in soliciting tenders outside the United States to the same extent as
though it were an NASD member, or (iii) any bank or trust company (each of
which is referred to herein as a "Soliciting Dealer"). No such fee shall be
payable to a Soliciting Dealer with respect to the tender of Shares by a
holder unless the Letter of Transmittal accompanying such tender designates
such Soliciting Dealer. No such fee shall be payable to a Soliciting Dealer in
respect of Shares registered in the name of such Soliciting Dealer unless such
Shares are held by such Soliciting Dealer as nominee and such Shares are being
tendered for the benefit of one or more beneficial owners identified on the
Letter of Transmittal or on the Notice of Solicited Tenders (included in the
materials provided to brokers and dealers). No such fee shall be payable to a
Soliciting Dealer with respect to the tender of Shares by the holder of
record, for the benefit of the beneficial owner, unless the beneficial owner
has designated such Soliciting Dealer. If tendered Shares are being delivered
by book-entry transfer, the Soliciting Dealer must return a Notice of
Solicited Tenders to the Depositary within three business days after
expiration of the Offer to receive a solicitation fee. No such fee shall be
payable to a Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder (other than
itself). No such fee shall be paid to a Soliciting Dealer with respect to
Shares tendered for such Soliciting Dealer's own account. No broker, dealer,
bank, trust company or fiduciary shall be deemed to be the agent of PSE, the
Depositary, the Information Agent or the Dealer Manager for purposes of the
Offer.
11. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including time of receipt) and acceptance of any tender
of Shares will be determined by PSE, in its sole discretion, and its
determination shall be final and binding. PSE reserves the absolute right to
reject any and all tenders of Shares that it determines are not in proper form
or the acceptance for payment of or payment for Shares that may, in the
opinion of PSE's counsel, be unlawful. PSE also reserves the absolute right to
waive any of the conditions to the Offer or any defect or irregularity in any
tender of Shares and PSE's interpretation of the terms and conditions of the
Offer (including these instructions) shall be final and binding. Unless
waived, any defects or irregularities in connection with tenders must be cured
within such time as PSE shall determine. None of PSE, the Dealer Manager, the
Depositary, the Information Agent or any other person shall be under any duty
to give notice of any defect or irregularity in tenders, nor shall any of them
incur any liability for failure to give any such notice. Tenders will not be
deemed to have been made until all defects and irregularities have been cured
or waived.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate representing
Shares has been lost, destroyed or stolen, the shareholder should promptly
notify the Depositary by checking the box immediately following the special
payment/special delivery instructions and indicating the number of Shares
lost, destroyed or stolen. The shareholder will then be instructed as to the
procedures that must be taken in order to replace the certificate. The tender
of Shares pursuant to this Letter of Transmittal will not be valid unless
prior to the Expiration Date (as defined in the Offer to Purchase): (i) such
procedures have been completed and a replacement certificate for the Shares
has been delivered to the Depositary, or (ii) a Notice of Guaranteed Delivery
has been delivered to the Depositary. See Instruction 2.
9
<PAGE>
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY THEREOF), DULY
EXECUTED, TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY, OR THE
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR
TO THE APPLICABLE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary (as payer) with
either such shareholder's correct TIN on Substitute Form W-9 below or a
properly completed Form W-8. If such shareholder is an individual, the TIN is
his or her Social Security number. For businesses and other entities, the
number is the employer identification number. If the Depositary is not
provided with the correct TIN or properly completed Form W-8, the shareholder
may be subject to a $50 penalty imposed by the Internal Revenue Service. In
addition, payments that are made to such shareholder with respect to Shares
purchased pursuant to the Offer may be subject to backup withholding. The Form
W-8 can be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the shareholder. Backup withholding is
not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of the tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on payments that are made to a shareholder with
respect to Shares purchased pursuant to the Offer, the shareholder is required
to notify the Depositary of his or her correct TIN by completing the
Substitute Form W-9 attached hereto certifying that the TIN provided on
Substitute Form W-9 is correct and that (1) the shareholder has not been
notified by the Internal Revenue Service that he or she is subject to federal
income tax backup withholding as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has notified the shareholder
that he or she is no longer subject to federal income tax backup withholding.
Foreign shareholders must submit a properly completed Form W-8 in order to
avoid the applicable backup withholding; provided, however, that backup
withholding will not apply to foreign shareholders subject to 30% (or lower
treaty rate) withholding on gross payments received pursuant to the Offer.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the social security
number or employer identification number of the registered owner of the
Shares. If the Shares are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report.
10
<PAGE>
PAYER'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- --------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE YOUR
TIN IN THE BOX AT RIGHT AND ----------------------
CERTIFY BY SIGNING AND Social Security Number
DATING BELOW. OR
SUBSTITUTE
FORM W-9
DEPARTMENT OF
THE TREASURY ----------------------
INTERNAL Employer Identification
REVENUE Number TIN
SERVICE --------------------------------------------------------
Name (Please Print) ___________________ PART 2--
Awaiting
Address _______________________________ TIN [_]
PAYER'S REQUEST --------------------------------------------------------
FOR TAXPAYER City ___________ State ____ Zip Code _______
PART 3--CERTIFICATION--UNDER THE PENALTIES OF
IDENTIFICATION PERJURY, I CERTIFY THAT:
NUMBER (TIN)
AND CERTIFICATION (1) the number shown on this form is my correct
taxpayer identification number (or TIN has not
been issued to me but I have mailed or delivered
an application to receive a TIN or intend to do
so in the near future),
(2) I am not subject to backup withholding either
because I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to
report all interest or dividends or the IRS has
notified me that I am no longer subject to backup
withholding, and
(3) all other information provided on this firm is
true, correct and complete.
SIGNATURE _______________________ DATE ________, 1997
You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to
backup withholding because of underreporting interest
or dividends on your tax return.
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 2 OF THE SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me and either (1) I have mailed or delivered
an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center or Social Security
Administration Office or (2) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number by the time of payment, 31% of all payments of the
purchase price made to me will be withheld until I provide a number.
SIGNATURE ____________________________________________ DATE: , 1997
- --------------------------------------------------------------------------------
11
<PAGE>
The Information Agent for the Offer is:
MACKENZIE
PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(800) 322-3885
or
(212) 929-5500
The Dealer Manager for the Offer is:
SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013
(800) 655-4811
or
(212) 723-7622
Attention: Paul S. Galant
<PAGE>
EXHIBIT (D)(3)
NOTICE OF GUARANTEED DELIVERY
FOR
PUGET SOUND ENERGY, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES
OF THE FOLLOWING SERIES OF ITS PREFERRED STOCK
Adjustable Rate Cumulative Preferred Stock, Series B ($25 par value)
4.70% Preferred Stock ($100 par value)
4.84% Preferred Stock ($100 par value)
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for shares of a series of
preferred stock of Puget Sound Energy, Inc. listed above (each, a "Series of
Preferred") to be tendered pursuant to the Offer (the "Shares") are not
immediately available, if the procedure for book-entry transfer cannot be
completed on a timely basis, or if time will not permit all other documents
required by the Letter of Transmittal to be delivered to the Depositary on or
prior to the Expiration Date (as defined in the Offer to Purchase referred to
below). Such form may be delivered by hand or transmitted by mail, or by
facsimile transmission, to the Depositary. See "Terms of the Offer--Procedure
for Tendering Shares" in the Offer to Purchase.
A SEPARATE NOTICE OF GUARANTEED DELIVERY MUST BE USED FOR EACH SERIES OF
PREFERRED.
THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM MUST COMMUNICATE THE
GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND
CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN.
FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE
INSTITUTION.
TO:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.,
DEPOSITARY
<TABLE>
<S> <C> <C>
By Mail: By Overnight Delivery: By Hand:
Post Office Box 3301 85 Challenger Road 120 Broadway, 13th Floor
South Hackensack, NJ 07606 Mail Drop--Reorg New York, NY 10271
Attn: Reorganization Depart-
Attn: Reorganization Ridgefield Park, NJ 07660 ment
Department Attn: Reorganization
Department
</TABLE>
By Facsimile Transmission:
(201) 329-8936
Confirm by Telephone:
(201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS LISTED ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an Eligible Institution
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
The undersigned hereby tenders to Puget Sound Energy, Inc. ("PSE"), a
Washington corporation, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated July 11, 1997 (the "Offer to Purchase"), and
the related Letter of Transmittal (which together constitute the "Offer"),
receipt of which is
<PAGE>
hereby acknowledged, the number of Shares listed below, pursuant to the
guaranteed delivery procedure set forth in "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase.
SERIES OF PREFERRED (YOU MAY ONLY CHECK ONE):
[_] ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES B ($25 PAR VALUE)
[_] 4.70% PREFERRED STOCK ($100 PAR VALUE)
[_] 4.84% PREFERRED STOCK ($100 PAR VALUE)
Number of Shares:
_______________________________________
Certificate Nos. (if available):
_______________________________________
_______________________________________
_______________________________________
_______________________________________
If shares will be tendered by book-entry transfer,
Name of Tendering Institution:
_______________________________________
Account No. at (check one)
[_] The Depository Trust Company
[_] Philadelphia Depository Trust Company
_______________________________________
Signature(s)
_______________________________________
Name(s) of Record Holders(s)
(Please Print)
_______________________________________
Address
_______________________________________
Area Code and Telephone Number
2
<PAGE>
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the
United States that is a member in good standing of the Securities Transfer
Agents Medallion Program, the New York Stock Exchange Medallion Signature
Guarantee Program or the Stock Exchange Medallion Program, guarantees (a) that
the above-named person(s) has a net long position in the Shares being tendered
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended, (b) that such tender of Shares complies with Rule 14e-4
and (c) to deliver to the Depositary at one of its addresses set forth above
certificate(s) for the Shares tendered hereby, in proper form for transfer, or
a confirmation of the book-entry transfer of the Shares tendered hereby into
the Depositary's account at The Depository Trust Company or Philadelphia
Depository Trust Company, in each case together with (a) properly completed
and duly executed Letter(s) of Transmittal (or facsimile(s) thereof), with any
required signature guarantee(s) and any other required documents, all within
three New York Stock Exchange trading days after the date hereof.
____________________________________ _________________________________________
Name of Firm Authorized Signature
____________________________________ _________________________________________
Address Name
____________________________________ _________________________________________
City, State, Zip Code Title
____________________________________
Area Code and
Telephone Number
Dated: ____________, 1997
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK
CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
3
<PAGE>
EXHIBIT (D)(4)
NOTICE OF SOLICITED TENDERS
OF PREFERRED STOCK OF
PUGET SOUND ENERGY, INC.
List below the number of Shares tendered by each beneficial owner whose
tender you have solicited. All Shares beneficially owned by a beneficial
owner, whether in one account or several, and in however many capacities, must
be aggregated for purposes of completing the tables below. If the space below
is inadequate, list the Shares in a separate signed schedule and affix the
list to this Notice of Solicited Tenders.
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO, AND ALL QUESTIONS
CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD BE DIRECTED TO CHASEMELLON
SHAREHOLDER SERVICES, L.L.C., THE DEPOSITARY. NOTICE MAY BE FAXED TO THE
DEPOSITARY AT (201) 329-8936, CONFIRMATION NUMBER (201) 296-4860. ENCLOSE
ADDITIONAL PAGES AS NEEDED.
4.70% AND 4.84% SERIES PREFERRED STOCK
BENEFICIAL OWNERS OF LESS THAN 2,500 SHARES
$1.50 PER SHARE
<TABLE>
<CAPTION>
NUMBER OF DTC
SHARES PARTICIPANT
BENEFICIAL OWNERS SERIES TENDERED NUMBER VOI NUMBER
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Beneficial Owner #1
- --------------------------------------------------------------------------------------------
Beneficial Owner #2
- --------------------------------------------------------------------------------------------
Beneficial Owner #3
- --------------------------------------------------------------------------------------------
Beneficial Owner #4
- --------------------------------------------------------------------------------------------
Beneficial Owner #5
</TABLE>
BENEFICIAL OWNERS OF 2,500 OR MORE SHARES
$1.00 PER SHARE
<TABLE>
<CAPTION>
NUMBER OF DTC
SHARES PARTICIPANT
BENEFICIAL OWNERS SERIES TENDERED NUMBER VOI NUMBER
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Beneficial Owner #1
- --------------------------------------------------------------------------------------------
Beneficial Owner #2
- --------------------------------------------------------------------------------------------
Beneficial Owner #3
- --------------------------------------------------------------------------------------------
Beneficial Owner #4
- --------------------------------------------------------------------------------------------
Beneficial Owner #5
</TABLE>
<PAGE>
ADJUSTABLE RATE CUMULATIVE PREFERRED STOCK, SERIES B
BENEFICIAL OWNERS OF LESS THAN 10,000 SHARES
$0.50 PER SHARE
<TABLE>
<CAPTION>
NUMBER OF DTC
SHARES PARTICIPANT
BENEFICIAL OWNERS TENDERED NUMBER VOI NUMBER
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Beneficial Owner #1
- -------------------------------------------------------------------------------
Beneficial Owner #2
- -------------------------------------------------------------------------------
Beneficial Owner #3
- -------------------------------------------------------------------------------
Beneficial Owner #4
- -------------------------------------------------------------------------------
Beneficial Owner #5
</TABLE>
BENEFICIAL OWNERS OF 10,000 OR MORE SHARES
$0.25 PER SHARE
<TABLE>
<CAPTION>
NUMBER OF DTC
SHARES PARTICIPANT
BENEFICIAL OWNERS TENDERED NUMBER VOI NUMBER
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Beneficial Owner #1
- -------------------------------------------------------------------------------
Beneficial Owner #2
- -------------------------------------------------------------------------------
Beneficial Owner #3
- -------------------------------------------------------------------------------
Beneficial Owner #4
- -------------------------------------------------------------------------------
Beneficial Owner #5
</TABLE>
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Depositary,
in its sole discretion, which determination will be final and binding. Neither
the Depositary nor any other person will be under any duty to give
notification of any defects or irregularities in any Notice of Solicited
Tenders or incur any liability for failure to give such notification.
The undersigned hereby confirms that (i) it has complied with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer to Purchase; (iii) in soliciting
tenders of Shares, it has used no soliciting materials other than those
furnished by the Company; and (iv) if it is a foreign broker or dealer not
eligible for membership in the NASD, it has agreed to conform to the NASD's
Rules of Fair Practice in making solicitations.
___________________________________ _________________________________________
Printed Firm Name Address
___________________________________ _________________________________________
Authorized Signature Area Code and Telephone Number
2
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
Issue check to:
Name ___________________________________________________________________________
(Please Print)
________________________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
________________________________________________________________________________
(Taxpayer Identification or Social Security No.)
3
<PAGE>
EXHIBIT (D)(5)
SMITH BARNEY, INC.
THE DEALER MANAGER FOR
PUGET SOUND ENERGY, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF
THE FOLLOWING SERIES OF ITS PREFERRED STOCK
<TABLE>
<CAPTION>
CUSIP PURCHASE
TITLE OF SERIES OF PREFERRED NUMBER PRICE
---------------------------- ----------- --------
<S> <C> <C>
Adjustable Rate Cumulative Preferred Stock, Series B ($25
par value).............................................. 745332 78 3 $25.625
4.70% Preferred Stock ($100 par value)................... 745332 20 5 $89.32
4.84% Preferred Stock ($100 par value)................... 745332 30 4 $91.51
</TABLE>
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, AUGUST 8, 1997, UNLESS THE OFFER IS EXTENDED.
July 11, 1997
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
In our capacity as Dealer Manager, we are enclosing the material listed
below relating to the invitation of Puget Sound Energy, Inc. ("PSE"), a
Washington corporation to the holders of each series of PSE preferred stock
listed above (each, a "Series of Preferred") to tender any and all of their
shares of a Series of Preferred ("Shares") for purchase at the purchase price
per share listed above for the Series of Preferred tendered, net to the seller
in cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated July 11, 1997 (the "Offer to Purchase"), and in the Letter
of Transmittal for the Shares tendered. As to each Series of Preferred, the
Offer to Purchase, together with the applicable Letter of Transmittal,
constitutes the "Offer." PSE will purchase all Shares validly tendered and not
withdrawn, upon the terms and subject to the conditions of the Offer. See
"Terms of the Offer--Extension; Termination; Amendments" and "--Certain
Conditions of the Offer" in the Offer to Purchase.
THE OFFER FOR EACH SERIES OF PREFERRED IS INDEPENDENT OF THE OFFERS FOR ANY
OTHER SERIES OF PREFERRED.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible.
PSE will pay a solicitation fee of $0.50 per Share of Adjustable Rate
Preferred and $1.50 per Share of the other two Series of Preferred (except
that for transactions for beneficial owners equal to or exceeding 10,000
Shares of Adjustable Rate Preferred or 2,500 Shares of either of the other two
Series of Preferred, PSE will pay a solicitation fee of $0.25 per Share of
Adjustable Rate Preferred and $1.00 per Share of the other two Series of
Preferred, provided that such fee shall be paid 80% to the Dealer Manager and
20% to the Soliciting Dealer) for any Shares tendered, accepted for payment
and paid pursuant to the Offer covered by a Letter of Transmittal which
designates, as having solicited and obtained the tender, the name of (i) any
broker or dealer in securities, including the Dealer Manager in its capacity
as a broker or dealer, which is a member of any national securities exchange
or of the National Association of Securities Dealers, Inc. (the "NASD"), (ii)
any foreign broker or dealer not eligible for membership in the NASD which
agrees to conform to the NASD's Rules of Fair Practice in soliciting tenders
outside the United States to the same extent as though it were an NASD member,
or
<PAGE>
(iii) any bank or trust company (each of which is referred to herein as a
"Soliciting Dealer"). No such fee shall be payable to a Soliciting Dealer with
respect to the tender of Shares by a holder unless the Letter of Transmittal
accompanying such tender designates such Soliciting Dealer. No such fee shall
be payable to a Soliciting Dealer is respect of Shares registered in the name
of such Soliciting Dealer unless such Shares are held by such Soliciting
Dealer as nominee and such Shares are being tendered for the benefit of one or
more beneficial owners identified on the Letter of Transmittal or on the
Notice of Solicited Tenders (included below). No such fee shall be payable to
a Soliciting Dealer if such Soliciting Dealer is required for any reason to
transfer the amount of such fee to a depositing holder (other than itself). No
such fee shall be paid to a Soliciting Dealer with respect to Shares tendered
for such Soliciting Dealer's own account. No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of the PSE, the
Depositary (as defined below), the Dealer Manager or the Information Agent for
purposes of the Offer.
PSE will also, upon request, reimburse Soliciting Dealers for reasonable and
customary handling and mailing expenses incurred by them in forwarding
materials relating to the Offer to their customers. PSE will pay all stock
transfer taxes applicable to its purchase of Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal.
In order for a Soliciting Dealer to receive a solicitation fee, ChaseMellon
Shareholder Services, L.L.C., as Depositary (the "Depositary") must have
received from such Soliciting Dealer a properly completed and duly executed
Notice of Solicited Tenders in the form attached hereto (or facsimile thereof)
within three business days after the expiration of the Offer.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name (or in the name of your nominee), we are
enclosing the following documents:
1. The Offer to Purchase, dated July 11, 1997.
2. A separate Letter of Transmittal for each Series of Preferred for your
use and for the information of your clients.
3. A letter to shareholders of PSE from the Chief Executive Officer of
PSE.
4. A Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the applicable Expiration Date (as defined in the Offer to
Purchase).
5. A form letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9, providing
information relating to backup federal income tax withholding.
7. A return envelope addressed to ChaseMellon Shareholder Services,
L.L.C., the Depositary.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL, AND ONLY THE
APPLICABLE LETTER OF TRANSMITTAL FOR A PARTICULAR SERIES OR A NOTICE OF
GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF SUCH SERIES.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M., NEW YORK CITY
TIME, ON FRIDAY, AUGUST 8, 1997, UNLESS THE OFFER IS EXTENDED.
NEITHER PSE, ITS BOARD OF DIRECTORS NOR ANY OF ITS OFFICERS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND,
IF SO, HOW MANY SHARES TO TENDER.
2
<PAGE>
Any questions or requests for assistance or additional copies of the
enclosed materials may be directed to MacKenzie Partners, Inc., the
Information Agent, or to Smith Barney Inc., the Dealer Manager, at the
respective addresses and telephone numbers set forth on the back cover of the
enclosed Offer to Purchase.
Very truly yours,
Smith Barney Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS THE AGENT OF PSE, THE DEALER MANAGER, THE INFORMATION AGENT
OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR
MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER
THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE>
EXHIBIT (D)(6)
PUGET SOUND ENERGY, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF
THE FOLLOWING SERIES OF ITS PREFERRED STOCK
<TABLE>
<CAPTION>
OUTSTANDING PURCHASE
TITLE OF SERIES OF PREFERRED SHARES PRICE
- ---------------------------- ----------- --------
<S> <C> <C>
Adjustable Rate Cumulative Preferred Stock, Series B ($25
par value).............................................. 1,401,500 $25.625
4.70% Preferred Stock ($100 par value)................... 56,215 $89.32
4.84% Preferred Stock ($100 par value)................... 47,596 $91.51
</TABLE>
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, AUGUST 8, 1997, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated July 11,
1997 (the "Offer to Purchase"), and a separate Letter of Transmittal for each
series of preferred stock listed above (each a "Series of Preferred") of which
you own shares. As to each Series of Preferred, the Offer to Purchase,
together with the applicable Letter of Transmittal, constitutes the "Offer" of
Puget Sound Energy, Inc. ("PSE") to purchase any and all shares of the Series
of Preferred ("Shares") at the purchase price per share listed above for the
Shares tendered, net to the seller in cash, upon the terms and subject to the
conditions of the Offer. PSE will purchase all Shares validly tendered and not
withdrawn, upon the terms and subject to the conditions of the Offer. See
"Terms of the Offer--Extension; Termination; Amendments" and "--Certain
Conditions of the Offer" in the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT BUT NOT
REGISTERED IN YOUR NAME. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE
HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. ANY LETTER OF TRANSMITTAL
FURNISHED TO YOU IS FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the applicable Letter of
Transmittal.
Your attention is invited to the following:
(1) The Offer is for any and all Shares outstanding as of July 11, 1997.
The Offer for a Series of Preferred is independent of the Offer for any
other Series of Preferred.
(2) The Offer and withdrawal rights will expire at 8:00 p.m., New York
City time, on Friday, August 8, 1997, unless the Offer is extended with
respect to a Series of Preferred. Your instructions to us should be
forwarded to us in ample time to permit us to submit a tender on your
behalf by the expiration of the Offer. If you would like to withdraw your
Shares that we have tendered, you can withdraw them so long as the Offer
remains open or at any time after the expiration of 40 business days from
the commencement of the Offer if they have not been accepted for payment.
(3) Any stock transfer taxes applicable to the sale of Shares to PSE
pursuant to the Offer will be paid by PSE, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
NEITHER PSE, ITS BOARD OF DIRECTORS NOR ANY OF ITS OFFICERS MAKES ANY
RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER ALL OR ANY SHARES.
SHAREHOLDERS MUST MAKE THEIR OWN DECISION AS TO WHETHER TO TENDER SHARES AND,
IF SO, HOW MANY SHARES TO TENDER.
<PAGE>
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer,
please so instruct us by completing, executing, detaching and returning to us
the instruction form on the detachable part hereof. An envelope to return your
instructions to us is enclosed. If you authorize tender of your Shares, all
such Shares will be tendered unless otherwise specified on the detachable part
hereof. Your instructions should be forwarded to us in ample time to permit us
to submit a tender on your behalf by the expiration of the Offer.
The Offer is being made to all holders of Shares. PSE is not aware of any
state where the making of the Offer is prohibited by administrative or
judicial action pursuant to a valid state statute. If PSE becomes aware of any
valid state statute prohibiting the making of the Offer, PSE will make a good
faith effort to comply with such statute. If, after such good faith effort,
PSE cannot comply with such statute, the Offer will not be made to, nor will
tenders be accepted from or on behalf of, holders of Shares in such state. In
those jurisdictions where the securities, blue sky or other laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to
be made on behalf of PSE by the Dealer Manager or one or more registered
brokers or dealers licensed under the laws of such jurisdictions.
2
<PAGE>
INSTRUCTIONS
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF
CERTAIN SERIES OF THE PREFERRED STOCK OF
PUGET SOUND ENERGY, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated July 11, 1997, and a separate Letter of Transmittal for
each series of preferred stock of Puget Sound Energy, Inc. (each, a "Series of
Preferred") in which the undersigned owns shares (as to each Series of
Preferred, the Offer to Purchase, together with the applicable Letter of
Transmittal, constitutes the "Offer") in connection with the invitation of
Puget Sound Energy, Inc. ("PSE") to the holders of each Series of Preferred to
tender any and all of their shares of a Series of Preferred ("Shares") for
purchase at the purchase price per share listed on the front cover of the
Offer to Purchase for the Series of Preferred tendered, net to the seller in
cash, upon the terms and subject to the conditions of the Offer.
This will instruct you to tender to PSE the number of Shares indicated below
(or, if no number is indicated below, all Shares) which are held by you for
the account of the undersigned, upon the terms and subject to the conditions
of the Offer.
SERIES OF PREFERRED NUMBER OF SHARES TO BE TENDERED*
------------------- --------------------------------
__________________________________ _________________________________________
__________________________________ _________________________________________
__________________________________ _________________________________________
__________________________________ _________________________________________
Dated: _______ , 1997
SIGN HERE
Signature(s): _________________________
Name(s): _______________________________
Address: _______________________________
Social Security or Taxpayer ID No.: __________________________________________
- --------
* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
3
<PAGE>
EXHIBIT (D)(7)
[LOGO OF PUGET SOUND ENERGY]
July 11, 1997
Dear Shareholder:
Puget Sound Energy, Inc. (formerly Puget Sound Power & Light Company) is
offering to purchase any and all shares of certain series of its preferred
stock. The offer gives shareholders the opportunity to sell their shares
without the usual transaction costs associated with a market sale. The
enclosed Offer to Purchase and the Letter of Transmittal are being provided to
help you understand the terms of Puget Sound Energy's offer. I encourage you
to read carefully these materials before making any decision with respect to
the offer.
The front cover of the Offer to Purchase lists the various series of
preferred stock that Puget Sound Energy is offering to purchase and the
applicable purchase prices.
All of the shares that are properly tendered (and are not withdrawn) will,
subject to the terms and conditions set forth in the Offer to Purchase and
Letter of Transmittal, be purchased at the applicable purchase price (net to
the selling shareholder). Shares that have been tendered and not purchased
will be returned to the shareholder.
If you do not wish to sell your shares, you do not need to take any action.
If you want to tender your shares, the instructions on how to do so are
explained in detail in the enclosed materials.
Additional copies of the Offer to Purchase and related documents may be
obtained from MacKenzie Partners, Inc. at (800) 322-2885. Questions concerning
the offer should be directed to Smith Barney Inc. at (800) 655-4811.
The August 1997 dividend for each series of preferred stock has been
declared and will be paid on August 15, 1997 to holders of record as of the
close of business on July 21, 1997. A tender of shares pursuant to the offer
will not deprive a shareholder of his or her right to receive the August 1997
dividend regardless of when such tender is made. Shares tendered and purchased
pursuant to the offer will not accrue any future dividends.
Puget Sound Energy, its Board of Directors and its officers make no
recommendation to shareholders whether to tender any or all their shares.
Sincerely,
/s/ R.R. Sonstelie
Richard R. Sonstelie
Chairman & Chief Executive Officer
<PAGE>
EXHIBIT (D)(8)
[LOGO OF PUGET SOUND ENERGY] News Release
For Immediate Release Contacts:
---------
Media: Dorothy Bracken
(206) 521-5100
Analysts Don Gaines
(425) 462-3870
Puget Sound Energy Sets Preferred Stock Purchase
- ------------------------------------------------
Bellevue, Wash (July 11, 1997) - Puget Sound Energy (NYSE:PSD) announced
that it has commenced offers to purchase any and all shares of certain series of
preferred stock, effective today. The offers will expire at 5 p.m. PDT on
Friday, August 8, 1997, unless extended.
Issues of Puget Sound Energy preferred stock to purchase:
- ---------------------------------------------------------
<TABLE>
<CAPTION>
SERIES CUSIP PURCHASE PRICE PER SHARE
- ------ ----- ------------------------
<S> <C> <C>
Adjustable Rate Series B 745332 78 3 $25.625
4.70% Series 745332 20 5 $89.32
4.84% Series 745332 30 4 $91.51
</TABLE>
The dividend on these tendered shares of preferred stock will be payable
August 15, 1997 to shareholders of record as of July 21, 1997, regardless of
when the shares are tendered. Shares tendered and purchased in the offers will
not be entitled to any future dividends.
Smith Barney Inc. is the Dealer Manager for the transaction. ChaseMellon
Shareholders Services, L.L.C. is the Depositary for the transaction.
Contact the Information Agent, MacKenzie Partners, Inc., for documentation
at (800) 322-2885. For questions about the offers, contact Paul Galant of Smith
Barney at (800) 655-4811.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares. The offers are made solely by the Offer to Purchase, dated
July 11, 1997. The offer for each series of preferred is independent of the
offer for any other series of preferred.
Puget Sound Energy, headquartered in Bellevue, Washington, is Washington
state's largest energy utility, providing electric and natural gas service to
approximately 1.1 million customers, primarily in the Puget Sound region of
western Washington. Puget Sound Energy was created on February 10, 1997 through
the merger of Puget Sound Power & Light Company and Washington Energy Company,
parent of Washington Natural Gas Company.
###
<PAGE>
EXHIBIT (D)(9)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell these securities.
The Offer is made solely by the Offer to Purchase dated July 11, 1997.
[LOGO OF PUGET SOUND ENERGY]
Pugent Sound Energy, Inc.
(formerly PUGET SOUND POWER & LIGHT COMPANY)
Offer to Purchase for Cash
Any and All Outstanding Shares
of the Following Series of its Preferred Stock
<TABLE>
<CAPTION>
Purchase
CUSIP Outstanding Price
Title of Series of Preferred Stock Number Shares (per share)
- ------------------------------------- ------------ ----------- -----------
<S> <C> <C> <C>
Adjustable Rate Cumulative Preferred
Stock, Series B ($25 par value) 745332 78 3 1,401,500 $25.625
4.70% Preferred Stock ($100 par value) 745332 20 5 56,215 $89.32
4.84% Preferred Stock ($100 par value) 745332 30 4 47,956 $91.51
</TABLE>
-------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, AUGUST 8, 1997, UNLESS THE OFFER IS EXTENDED.
-------------------------------------------------------------------
Puget Sound Energy, Inc. ("PSE"), a Washington corporation, invites the
holders of each series of PSE preferred stock listed above (each, a "Series of
Preferred") to tender any and all of their shares of a Series of Preferred
("Shares") for purchase at the purchase price per share listed above for the
Shares tendered, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase and in the accompanying Letter of
Transmittal for the Series of Preferred tendered. As to each Series of
Preferred, the Offer to Purchase, together with the applicable Letter of
Transmittal, constitutes the "Offer." PSE will purchase all Shares validly
tendered and not withdrawn, upon the terms and subject to the conditions of the
Offer. See "Terms of the Offer--Extension; Termination; Amendments" and
"--Certain Conditions of the Offer" in the Offer to Purchase.
The Offer for each Series of Preferred is independent of the Offer for
any other Series of Preferred.
Any shareholder desiring to tender all or any portion of his or her
Shares should either (1) complete and sign the applicable Letter of Transmittal
or a facsimile thereof in accordance with the instructions in the Letter of
Transmittal, mail or deliver it and any other required documents to the
Depositary at the addresses and in the manner indicated therein, and either
deliver the certificates representing Shares to the Depositary along with the
Letter of Transmittal or deliver such Shares pursuant to the procedure for book-
entry transfer set forth in "Terms of the Offer--Procedure for Tendering Shares"
in the Offer to Purchase or (2) request his or her broker, dealer, commercial
bank, trust company or nominee to effect the transaction for him or her. A
shareholder whose Shares are registered in the name of a broker, dealer,
commercial bank, trust company or nominee must contact such broker, dealer,
commercial bank, trust company or nominee if he or she desires to tender such
Shares. Any shareholder who desires to tender Shares and whose certificates
representing such Shares are not immediately available, or who cannot comply in
a timely manner with the procedure for book-entry transfer, should tender such
Shares by following the procedures for guaranteed delivery set forth in "Terms
of the Offer--Procedure for Tendering Shares" in the Offer to Purchase. Each
Series of Preferred has its own Letter of Transmittal, and only the applicable
Letter of Transmittal for a particular series or a Notice of Guaranteed Delivery
may be used to tender Shares of such series. PSE will, as provided in
Instruction 10 of the applicable Letter of Transmittal, pay a solicitation fee
of $0.50 per Share of Adjustable Rate Cumulative Preferred Stock, Series B ($25
par value) (the "Adjustable Rate Preferred") and $1.50 per Share of the other
two Series of Preferred (except that for transactions for beneficial owners
equal to or exceeding 10,000 Shares of the Adjustable Rate Preferred or 2,500
Shares of either of the other two Series of Preferred, PSE will pay a
solicitation fee of $0.25 per Share of Adjustable Rate Preferred and $1.00 per
Share of the other two Series of Preferred, provided that such fee will be paid
80% to the Dealer Manager named below and 20% to the Soliciting Dealer (as
defined in "Fees and Expenses" in the Offer to Purchase))for any Shares
tendered, accepted for payment and paid pursuant to the Offer.
This transaction has not been approved or disapproved by the Securities
and Exchange Commission (the "Commission") nor has the Commission passed upon
the fairness or merits of such transaction nor upon the accuracy or adequacy
of the information contained in the Offer to Purchase. Any representation to the
contrary is unlawful.
Neither PSE, its Board of Directors nor any of its officers makes any
recommendation to any shareholder, as to whether to tender all or any Shares.
Each shareholder must make his or her own decision as to whether to tender
Shares and, if so, how many Shares to tender.
The Adjustable Rate Preferred is listed and traded on the New York Stock
Exchange. There is no established trading market for the other two Series of
Preferred. The last reported sale price on the New York Stock Exchange for the
Adjustable Rate Preferred as of the close of business on July 10, 1997 (the last
trading day prior to the commencement of the Offer) was $24.75 on July 9, 1997.
Holders of Adjustable Rate Preferred are urged to obtain a current market
quotation, if available, for their Shares.
Questions or requests for assistance or for copies of the Offer to
Purchase, the Letter of Transmittal for a Series of Preferred or other tender
offer materials may be directed to the Information Agent or the Dealer Manager
at their respective addresses and telephone numbers set forth below.
The Information Agent for the Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
or
Call TOLL-FREE (800) 322-2885
The Dealer Manager for the Offer is:
Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
(800) 655-4811 or (212) 723-7622
Attn: Paul S. Galant
July 14, 1997
<PAGE>
EXHIBIT (D)(10)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 1
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE
PURPOSE OF THE FORM
A person who is required to file an information return with the IRS must
obtain your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, or contributions you made to an IRA. Use Form W-9 to furnish
your correct TIN to the requester (the person asking you to furnish your TIN)
and, when applicable, (1) to certify that the TIN you are furnishing is
correct (or that you are waiting for a number to be issued), (2) to certify
that you are not subject to backup withholding, and (3) to claim exemption
from backup withholding if you are an exempt payee. Furnishing your correct
TIN and making the appropriate certifications will prevent certain payments
from being subject to backup withholding.
Note: If a requester gives you a form other than a W-9 to request your TIN,
you must use the requester's form.
HOW TO OBTAIN A TIN
If you do not have a TIN, apply for one immediately. To apply, get Form SS-5,
Application for a Social Security Card (for individuals), from your local
office of the Social Security Administration, or Form SS-4, Application for
Employer Identification Number (for businesses and all other entities), from
your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in the
space for the TIN in Part I (or check box 2 of Substitute Form W-9), sign and
date the form, and give it to the requester. Generally, you must obtain a TIN
and furnish it to the requester by the time of payment. If the requester does
not receive your TIN by the time of payment, backup withholding, if
applicable, will begin and continue until you furnish your TIN to the
requester.
Note: Writing "Applied for" (or checking box 2 of the Substitute Form W-9) on
the form means that you have already applied for a TIN OR that you intend to
apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.
WHAT IS BACKUP WITHHOLDING?
Persons making certain payments to you after 1992 are required to withhold and
pay to the IRS 31% of such payments under certain conditions. This is called
"backup withholding." Payments that could be subject to backup withholding
include interest, dividends, broker and barter exchange transactions, rents,
royalties, nonemployee compensation, and certain payments from fishing boat
operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an incorrect TIN, or
3. You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax
return (for reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts
opened after 1983 only), or
5. You do not certify your TIN. This applies only to reportable interest,
dividend, broker, or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are subject to
backup withholding only if 1 or 2 above applies. Certain payees and payments
are exempt from backup withholding and information reporting. See Payees and
Payments Exempt From Backup Withholding, below, and Example Payees and
Payments under Specific Instructions, below, if you are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING.
The following is a list of payees exempt from backup withholding and for which
no information reporting is required. For interest and dividends, all listed
payees are exempt except item (9). For broker transactions, payees listed in
(1) through (13) and a person registered under the Investment Advisers Act of
1940 who regularly acts as a broker are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from backup withholding
only if made to payees described in items (1) through (7), except a
corporation that provides medical and health care services or bills and
collects payments for such services is not exempt from backup withholding or
information reporting. Only payees described in items (2) through (6) are
exempt from backup withholding for barter exchange transactions, patronage
dividends, and payments by certain fishing boat operations.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies, or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
Payments of dividend and patronage dividends generally not subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
Payments of interest generally not subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you have
not provided your correct TIN to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payment on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044,
6045, 6049, 6050A, and 6050N, and their regulations.
PENALTIES
FAILURE TO FURNISH TIN.--If you fail to furnish your correct TIN to a
requester, you will be subject to a penalty of $50 for each such failure
unless your failure is due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
MISUSE OF TINS.--If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
SPECIAL INSTRUCTIONS
NAME.--If you are an individual, you must generally provide the name shown on
your Social Security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security
Administration of the name change, please enter your first name, the last name
shown on your Social Security card, and your new last name.
If you are a sole proprietor, you must furnish your individual name and either
the SSN or EIN. You may also enter your business name or "doing business as"
name on the business name line. Enter your name(s) as shown on your Social
Security card and/or as it was used to apply for your EIN on Form SS-4.
SIGNING THE CERTIFICATION
1. INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984
AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You are required to furnish
your correct TIN, but you are not required to sign the certification.
2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983
AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester,
you must cross out item 2 in the certification before signing the form.
3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may cross
out item 2 of the certification.
4. OTHER PAYMENTS. You are required to furnish your correct TIN, but you are
not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills
for merchandise), medical and health care services, payments to a nonemployee
for services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
5. MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, OR IRA CONTRIBUTIONS. You are required to furnish your correct TIN,
but you are not required to sign the certification.
6. EXEMPT PAYEES AND PAYMENTS. If you are exempt from backup withholding, you
should complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part I, write "EXEMPT" in the block in Part II, and
sign and date the form. If you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a complete Form W-8,
Certificate of Foreign Status.
7. TIN "APPLIED FOR." Follow the instructions under How To Obtain a TIN on
page 1, and sign and date this form.
SIGNATURE
For a joint account, only the person whose TIN is shown in Part I should sign.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 3
PRIVACY ACT NOTICE.--Section 6109 requires you to furnish your correct TIN
to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid,
the acquisition or abandonment of secured property, or contributions you made
to an IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. You must provide your TIN whether or
not you are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a TIN to a payer. Certain penalties may also apply.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
<TABLE>
- ---------------------------------------------
<CAPTION>
GIVE THE SSN OR,
FOR THIS TYPE OF ACCOUNT: IF APPLICABLE,
EIN OF
- ---------------------------------------------
<S> <C>
1. Individual The individual
2. Two or more individuals The actual owner
(joint account) of the account
or, if combined
funds, the first
individual on
the account(1)
3. Custodian account of a The minor(2)
minor (Uniform
Transfers to Minors
Act)
4.a. The usual revocable The grantor-
savings trust (grantor trustee(1)
is also trustee)
b.So-called trust account The actual
that is not a legal or owner(1)
valid trust under state
law
5. Sole proprietorship The owner(3)
- ---------------------------------------------
<CAPTION>
- ---------------------------------------------
GIVE THE SSN OR,
FOR THIS TYPE OF ACCOUNT: IF APPLICABLE,
EIN OF
- ---------------------------------------------
<S> <C>
6. A valid trust, estate Legal entity(4)
or pension trust
7. Corporate The corporation
8. Association, club, The organization
religious,
charitable,
educational or other
tax-exempt
organization
9. Partnership The partnership
10. A broker or The broker or
registered nominee nominee
11. Account with the The public
Department of entity
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district or prison)
that receives
agriculture program
payments
- ---------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's SSN.
(3) Show your individual name. You may also enter your business name. You may
use your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee
unless the legal entity itself is not designated in the account title.)
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
