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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the period from inception (June 8, 1995)
through December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
-------------------------------
Commission File Number 33-87784
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PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
-----------------------------------
(Exact name of registrant as specified in its charter)
New York 13-7082383
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
450 West 33rd Street, 15th Floor, New York, NY 10001
(Address of principal executive offices)
(212) 946-7694
(Registrant's telephone number, including area code)
Exhibit Index on Page 3
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Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes /X/ No / /
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ITEM 1. BUSINESS
Puget Sound Power and Light Company ("Puget") established the Puget Power
Conservation Grantor Trust 1995-1 (the "Trust") as of June 8, 1995 pursuant
to a Pooling and Servicing Agreement between Puget, as Seller and Servicer,
and Chemical Bank, as Trustee. Puget sold and transferred to the Trust the
Purchased Assets (as defined below), which included the unamortized balance
of previous expenditures by Puget on customer conservation measures that, as
of June 1, 1995, were in rate base in the amount of $202,494,850 (the
"Bondable Conservation Investment Amount").
The Trust issued $202,250,000 principal amount of 6.45% Conservation Pass-
Through Certificates, Series 1995-1 (the "Certificates"), which represent
the entire beneficial interest of the Trust. The Certificates are entitled
to the benefits of the State of Washington Conservation Financing Statute
(the "Statute"), which gives the Servicer of the Trust the right to
recover in rates an amount equal to the Bondable Conservation Investment
Amount plus interest thereon at the certificate rate of 6.45% per annum and
other costs. The Statute expressly defines this statutory right as an item of
property that may be sold, pledged or otherwise made the basis for the
issuance of securities. The Statute permits revenue allocations from a
tariff levied on all of Puget's retail customers (the "Tariff") and
obligates the Washington Utilities and Transportation Commission (the
"Commission") to maintain rates under the Tariff sufficient to fully
amortize the Bondable Conservation Investment Amount and the costs of
capital associated therewith in accordance with terms of the Pooling and
Servicing Agreement.
Puget, as Servicer of the Trust, is responsible for billing, servicing,
managing and making collections on the Purchased Assets and remitting such
collections to the Trustee pursuant to the Pooling and Servicing Agreement.
In addition, Puget is responsible for calculating any revised Tariffs and
applying to the Commission for any adjustments to the Tariff or any revised
Tariff and acts as custodian of all documents and instruments relating to
the Purchased Assets. Every three months, Puget is paid a fee for acting as
Servicer (the "Servicer's Fee") which consists of a fixed portion ($1,251.06
for the period ended September 30, 1995; $198.20 for each three month period
thereafter) and a variable portion equal to the investment earnings on
amounts collected and remitted to the Trustee during the applicable three
month period.
ITEM 2. PROPERTIES
The assets sold to the trust (the "Purchased Assets") consist of (i) the
right to receive the revenues allocated to the Trust pursuant to the Tariff
and any revised Tariffs as well as the right under the Statute to have rates
under the Tariff and any revised Tariffs maintained at levels sufficient for
recovery of the Bondable Conservation Investment Amount, plus interest on
the Certificates, the Servicer's Fee and a fee payable to the Trustee
pursuant to the Pooling and Servicing Agreement, (ii) the right to payments
under contracts between Puget and certain customers, which obligate such
customers, if they change energy suppliers, to pay termination fees, and
(iii) upon a voluntary or involuntary sale of Puget's utility property used
to serve customers who cease to be customers as a result of such sale, the
portion of the sale proceeds equal to the amount, if any, of the unamortized
Bondable Conservation Investment Amount that the Commission removes from
Puget's rate base pursuant to the Statute as a result of such sale.
1
On September 30, 2004 (or such later date as may be established pursuant to
the terms of the order of the Commission which, among other things, approved
the Pooling and Servicing Agreement and the transactions contemplated
thereby), the Tariff or any revised Tariff then in effect will terminate and
no further billings will be made thereunder.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a) Exhibits - see index on page 3.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
Daniel C. Brown, Jr.
------------------------------
Daniel C. Brown, Jr.
Date: April 3, 1996 Assistant Vice President and
officer duly authorized to sign this
report on behalf of the registrant
2
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
__________ _______________________________________________________________
4.1 Form of Pooling and Servicing Agreement between Puget Sound
Power & Light Company and Chemical Bank (Exhibit 4.1(A) to
registration No. 33-87784)
99.1* Servicer's report for the month ended June 30, 1995 provided to
Chemical Bank, as trustee under Puget Power Conservation
Grantor Trust 1995-1.
99.2* Servicer's report for the month ended July 31, 1995 provided to
Chemical Bank, as trustee under Puget Power Conservation
Grantor Trust 1995-1.
99.3* Servicer's report for the month ended August 31, 1995 provided
to Chemical Bank, as trustee under Puget Power Conservation
Grantor Trust 1995-1.
99.4* Servicer's report for the month ended September 30, 1995
provided to Chemical Bank, as trustee under Puget Power
Conservation Grantor Trust 1995-1.
99.5* Servicer's report for the month ended October 31, 1995 provided
to Chemical Bank, as trustee under Puget Power Conservation
Grantor Trust 1995-1.
99.6* Servicer's report for the month ended November 30, 1995
provided to Chemical Bank, as trustee under Puget Power
Conservation Grantor Trust 1995-1.
99.7* Servicer's report for the month ended December 31, 1995
provided to Chemical Bank, as trustee under Puget Power
Conservation Grantor Trust 1995-1.
99.8* Selected Information Related to the 6.45% Conservation Pass-
Through Certificates, Series 1995-1
* Filed Herewith
______________
3
Exhibit 99.1
MONTHLY SERVICER'S CERTIFICATE
(To be delivered pursuant to Sections 6.9 and 7.6(a) of the
Pooling and Servicing Agreement on or before each Remittance Date)
Puget Sound Power & Light Company, as Servicer
_____________________________________________________________________________
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
_____________________________________________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 8, 1995 (the
"Pooling and Servicing Agreement") between Puget Sound Power & Light Company,
as Seller and Servicer, and Chemical Bank, a New York banking corporation, as
Trustee of the Puget Power Conservation Grantor Trust 1995-1 (the "Trust"),
the Servicer does hereby certify as follows:
1. Collection Period: June 12 to June 30, 1995
2. The Aggregate Remittance Amount received by the
Servicer during this Collection Period is $ 540,578.13
3. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated
Conservation Amounts is $ 540,578.13
4. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated Sale
Amounts is $-0-
5. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Termination Fees is $-0-
Capitalized terms used in this Monthly Servicer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Monthly Servicer's Certificate this 10th day of July, 1995.
PUGET SOUND POWER & LIGHT COMPANY, as Servicer
By Robert Bariletti
________________
Title Assistant Treasurer
___________________
<PAGE>
Exhibit 99.2
MONTHLY SERVICER'S CERTIFICATE
(To be delivered pursuant to Sections 6.9 and 7.6(a) of the
Pooling and Servicing Agreement on or before each Remittance Date)
Puget Sound Power & Light Company, as Servicer
_____________________________________________________________________________
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
_____________________________________________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 8, 1995 (the
"Pooling and Servicing Agreement") between Puget Sound Power & Light Company,
as Seller and Servicer, and Chemical Bank, a New York banking corporation, as
Trustee of the Puget Power Conservation Grantor Trust 1995-1 (the "Trust"),
the Servicer does hereby certify as follows:
1. Collection Period: July 1 to July 31, 1995
2. The Aggregate Remittance Amount received by the
Servicer during this Collection Period is $3,747,595.21
3. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated
Conservation Amounts is $3,747,595.21
4. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated Sale
Amounts is $-0-
5. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Termination Fees is $-0-
Capitalized terms used in this Monthly Servicer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Monthly Servicer's Certificate this 11th day of August, 1995.
PUGET SOUND POWER & LIGHT COMPANY, as Servicer
By Robert Bariletti
________________
Title Assistant Treasurer
___________________
<PAGE>
Exhibit 99.3
MONTHLY SERVICER'S CERTIFICATE
(To be delivered pursuant to Sections 6.9 and 7.6(a) of the
Pooling and Servicing Agreement on or before each Remittance Date)
Puget Sound Power & Light Company, as Servicer
_____________________________________________________________________________
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
_____________________________________________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 8, 1995 (the
"Pooling and Servicing Agreement") between Puget Sound Power & Light Company,
as Seller and Servicer, and Chemical Bank, a New York banking corporation, as
Trustee of the Puget Power Conservation Grantor Trust 1995-1 (the "Trust"),
the Servicer does hereby certify as follows:
1. Collection Period: August 1 to August 31, 1995
2. The Aggregate Remittance Amount received by the
Servicer during this Collection Period is $4,847,625.74
3. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated
Conservation Amounts is $4,847,108.89
4. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated Sale
Amounts is $-0-
5. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Termination Fees is $516.85
Capitalized terms used in this Monthly Servicer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Monthly Servicer's Certificate this 11th of September, 1995.
PUGET SOUND POWER & LIGHT COMPANY, as Servicer
By Robert Bariletti
________________
Title Assistant Treasurer
___________________
<PAGE>
Exhibit 99.4
MONTHLY SERVICER'S CERTIFICATE
(To be delivered pursuant to Sections 6.9 and 7.6(a) of the
Pooling and Servicing Agreement on or before each Remittance Date)
Puget Sound Power & Light Company, as Servicer
_____________________________________________________________________________
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
_____________________________________________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 8, 1995 (the
"Pooling and Servicing Agreement") between Puget Sound Power & Light Company,
as Seller and Servicer, and Chemical Bank, a New York banking corporation, as
Trustee of the Puget Power Conservation Grantor Trust 1995-1 (the "Trust"),
the Servicer does hereby certify as follows:
1. Collection Period: September 1 to September 30, 1995
2. The Aggregate Remittance Amount received by the
Servicer during this Collection Period is $4,634,244.54
3. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated
Conservation Amounts is $4,632,575.16
4. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated Sale
Amounts is $-0-
5. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Termination Fees is $ 1,669.38
Capitalized terms used in this Monthly Servicer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Monthly Servicer's Certificate this 5th day of October, 1995.
PUGET SOUND POWER & LIGHT COMPANY, as Servicer
By Robert Bariletti
________________
Title Assistant Treasurer
___________________
<PAGE>
Exhibit 99.5
MONTHLY SERVICER'S CERTIFICATE
(To be delivered pursuant to Sections 6.9 and 7.6(a) of the
Pooling and Servicing Agreement on or before each Remittance Date)
Puget Sound Power & Light Company, as Servicer
_____________________________________________________________________________
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
_____________________________________________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 8, 1995 (the
"Pooling and Servicing Agreement") between Puget Sound Power & Light Company,
as Seller and Servicer, and Chemical Bank, a New York banking corporation, as
Trustee of the Puget Power Conservation Grantor Trust 1995-1 (the "Trust"),
the Servicer does hereby certify as follows:
1. Collection Period: October 1 to october 31, 1995
2. The Aggregate Remittance Amount received by the
Servicer during this Collection Period is $4,669,066.76
3. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated
Conservation Amounts is $4,666,379.15
4. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated Sale
Amounts is $-0-
5. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Termination Fees is $ 2,687.61
Capitalized terms used in this Monthly Servicer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Monthly Servicer's Certificate this 7th day of November, 1995.
PUGET SOUND POWER & LIGHT COMPANY, as Servicer
By Robert Bariletti
________________
Title Assistant Treasurer
___________________
<PAGE>
Exhibit 99.6
MONTHLY SERVICER'S CERTIFICATE
(To be delivered pursuant to Sections 6.9 and 7.6(a) of the
Pooling and Servicing Agreement on or before each Remittance Date)
Puget Sound Power & Light Company, as Servicer
_____________________________________________________________________________
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
_____________________________________________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 8, 1995 (the
"Pooling and Servicing Agreement") between Puget Sound Power & Light Company,
as Seller and Servicer, and Chemical Bank, a New York banking corporation, as
Trustee of the Puget Power Conservation Grantor Trust 1995-1 (the "Trust"),
the Servicer does hereby certify as follows:
1. Collection Period: November 1 to November 30, 1995
2. The Aggregate Remittance Amount received by the
Servicer during this Collection Period is $3,466,499.93
3. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated
Conservation Amounts is $3,465,866.15
4. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated Sale
Amounts is $-0-
5. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Termination Fees is $ 633.78
Capitalized terms used in this Monthly Servicer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Monthly Servicer's Certificate this 8th day of December, 1995.
PUGET SOUND POWER & LIGHT COMPANY, as Servicer
By Robert Bariletti
________________
Title Assistant Treasurer
___________________
<PAGE>
Exhibit 99.7
MONTHLY SERVICER'S CERTIFICATE
(To be delivered pursuant to Sections 6.9 and 7.6(a) of the
Pooling and Servicing Agreement on or before each Remittance Date)
Puget Sound Power & Light Company, as Servicer
_____________________________________________________________________________
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
_____________________________________________________________________________
Pursuant to the Pooling and Servicing Agreement dated as of June 8, 1995 (the
"Pooling and Servicing Agreement") between Puget Sound Power & Light Company,
as Seller and Servicer, and Chemical Bank, a New York banking corporation, as
Trustee of the Puget Power Conservation Grantor Trust 1995-1 (the "Trust"),
the Servicer does hereby certify as follows:
1. Collection Period: December 1 to December 31, 1995
2. The Aggregate Remittance Amount received by the
Servicer during this Collection Period is $3,195,427.10
3. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated
Conservation Amounts is $3,194,974.17
4. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Allocated Sale
Amounts is $-0-
5. The amount of the Aggregate Remittance Amount for this
Collection Period which constitutes Termination Fees is $452.93
Capitalized terms used in this Monthly Servicer's Certificate have their
respective meanings set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Monthly Servicer's Certificate this 8th day of January, 1996.
PUGET SOUND POWER & LIGHT COMPANY, as Servicer
By Robert Bariletti
________________
Title Assistant Treasurer
___________________
<PAGE>
EXHIBIT 99.8
PUGET POWER CONSERVATION GRANTOR TRUST 1995-1
SELECTED INFORMATION RELATED TO THE 6.45% CONSERVATION
PASS-THROUGH CERTIFICATES, SERIES 1995-1
The following amounts relate to distributions made through January 11, 1996
for collections through December 31, 1995:
Total amount of 1995 Distributions allocated to principal $17,892,021.06
Total amount of 1995 Distributions allocated to interest $ 7,200,067.09
Total amount of Trustee fees paid in 1995 $ 7,500.00
Total amount of Servicer fees paid in 1995 $ 107,106.03
