EXHIBIT 99.1
AMENDED AND RESTATED PUGET ENERGY, INC. STOCK PURCHASE AND
DIVIDEND REINVESTMENT PLAN
This is an amendment and restatement of the Puget Energy, Inc. Stock
Purchase and Dividend Reinvestment Plan that was previously amended and restated
in January 2001.
1. Definitions
The following terms when used herein shall have the following meanings:
"Broker" shall mean one or more securities broker-dealers selected from
time to time by the Plan Administrator to act as independent agents for the
Participants in the purchase and sale of shares of the Company's Common Stock
under the Plan.
"Company" shall mean Puget Energy, Inc.
"Dividend Payment Date" shall mean each date on which dividends are paid on
the Company's stock. These dates are usually February 15, May 15, August 15, and
November 15 of each year.
"Enrollment Form" shall mean such enrollment form as the Plan Administrator
or the Company may from time to time, or upon request, furnish to Shareholders
or new investors who are not Shareholders and which shall be returned to the
Plan Administrator together with the Initial Cash Investment to indicate their
election to participate in the Plan.
"Exchange" shall mean the New York Stock Exchange.
"Initial Cash Investment" shall mean any initial cash investment made by a
Participant to the Company for purchase of shares of the Company's Common Stock
under the Plan. An Initial Cash Investment may not (a) equal less than $250 or
(b) total more than $10,000.
"Optional Cash Investment" shall mean any additional cash payment made by a
Participant to the Company for the purchase of shares of the Company's Common
Stock under the Plan. Optional Cash Investments may not (a) equal less than $50
each or (b) total more than $10,000 in any month.
"Participant" shall mean any Shareholder or new investor who is not a
Shareholder who has enrolled in the Plan on-line over the Internet or has
returned an Enrollment Form to the Plan Administrator indicating election to
participate in the Plan.
"Plan" shall mean the Amended and Restated Puget Energy, Inc. Stock
Purchase and Dividend Reinvestment Plan.
"Plan Administrator" shall mean The Mellon Bank N.A. through its designated
affiliates Mellon Investor Services and FutureShare Financial LLC or other agent
duly appointed by the Company to administer the Plan.
"Shareholder" shall mean any holder of record of the Company's Common Stock
or Preferred Stock.
2. Purpose
The purpose of this Plan is to provide Shareholders and interested new
investors with a convenient and economical method of investing cash dividends
and make cash investments in shares of the Company's Common Stock. The shares of
the Company's Common Stock purchased under this Plan with reinvested cash
dividends and Initial and Optional Cash Investments will, at the election of the
Company, be newly issued shares purchased directly from the Company, shares
purchased on the open market by the Broker or a combination thereof.
3. Eligibility for Participation
Existing Shareholders and interested new investors who are not Shareholders
are eligible to participate in the Plan and may do so by enrolling on-line over
the Internet or by completing the Enrollment Form and returning it to the Plan
Administrator, together with an Initial Cash Investment or an Optional Cash
Investment, as the case may be. Instructions for enrollment on-line over the
Internet are provided by the Plan Administrator.
4. Administration
The Plan Administrator shall maintain records and perform such other duties
as may be required. In addition, the Plan Administrator shall send to each
Participant (a) annual or quarterly (annual if the Participant holds less than
100 shares and participates only in the dividend reinvestment portion of the
Plan) statements of the Participant's Plan account, and (b) annual and quarterly
reports to Shareholders, proxy statements and income tax information for
reporting dividends. Shares purchased by a Participant through the Plan shall be
held by the Plan Administrator in book-entry form. Unless instructed otherwise,
the dividends on such shares shall be automatically reinvested on each Dividend
Payment Date.
The Company shall pay all costs of administering the Plan, except as
provided in this paragraph 4. Participants will pay the trading fees for any
shares purchased on the open market and a fee for plan histories. No commission
will be paid on any newly issued shares purchased directly from the Company
under this Plan. In certain instances, a Participant may also incur trading fees
upon the sale of shares in the Participant's Plan account in connection with the
withdrawal of a Participant from this Plan as described in Section 11.
Additional fees are set forth in the fee schedule attached as Appendix A.
5. Reinvestment of Dividends
Shareholders may elect to have their cash dividends automatically
reinvested by enrolling on-line over the Internet or completing the Enrollment
Form to that effect and returning it to the Plan Administrator. In such cases,
cash dividends on shares held in a Participant's Plan account will be
automatically reinvested until such shares are withdrawn from the Participant's
Plan account. Reinvestment of cash dividends shall commence with dividends paid
on the next Dividend Payment Date following the Plan Administrator's receipt of
the Enrollment Form or the processing of enrollment on-line provided the
enrollment request is received on or before the record date established for
payment of the dividends. If the Plan Administrator receives the enrollment
request after such record date, then the reinvestment of dividends shall
commence with the Dividend Payment Date following the next established record
date. Any Shareholder who owns less than 100 shares shall be automatically
enrolled in the dividend reinvestment portion of the Plan unless the Participant
elects to receive cash dividends.
6. Optional Cash Investments
Participants are eligible to make Optional Cash Investments at any time.
Shareholders or interested new investors may elect to make an Initial Cash
Investment by enrolling on-line over the Internet or by completing the
Enrollment Form for that purpose and returning it to the Plan Administrator.
Optional Cash Investments, or any portion thereof, may be accepted or rejected
by the Plan Administrator or Company in their sole discretion. Any Optional Cash
Investment, or portion thereof, that is rejected by the Plan Administrator or
the Company will be returned to the Participant as promptly as practical after
the Plan Administrator or the Company elects to reject such investments. Initial
Cash Investments and Optional Cash Investments shall be used to purchase shares
of the Company's Common Stock as promptly as practical after the Plan
Administrator receives the Participant's Initial Cash Investment or Optional
Cash Investment in the form of an electronic bank transfer, check or money order
payable to Mellon Bank N.A. at least once every five business days. No
Participant's Optional Cash Investments may (a) equal less than $50 each or (b)
total more than $10,000 in any month. No Participants' Initial Cash Investment
may (a) equal less than $250 or (b) total more than $10,000.
7. Optional Cash Investments Over the Maximum Monthly Amount
Participants may make an Optional Cash Investment in excess of $10,000 per
month with the Company's prior written approval. Approval is obtained by
submitting a Request for Waiver. Completed Request For Waiver forms must be sent
to the Plan Plan Administrator's Waiver Department via facsimile no later than
three business days prior to the Pricing Period Start Date provided in Appendix
B (which Appendix B may be amended from time to time by the Plan Administrator
and an authorized officer of the Company) to this Plan for the applicable
Pricing Period. If a Request for Waiver is approved, then the Participant must
send to the Plan Administrator its Optional Cash Investment of greater than
$10,000.
The Plan Administrator must receive the Optional Cash Investment in excess
of the $10,000 monthly maximum in good funds pursuant to a Request For Waiver
form by the "Optional Cash Investments Must be Received By" date as set forth on
Appendix B. This date is the close of business on the last day immediately
preceding the first day of the applicable Pricing Period Start Date as set forth
in Appendix B. Funds received after this date will be returned to the
Participant without interest.
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The Company has the sole discretion whether to approve any request to make
an Optional Cash Investment in excess of the $10,000 monthly maximum. In
deciding whether to approve a request for waiver, the Company may consider,
among other things, the following factors:
. whether, at the time of such request, the Plan Administrator is
acquiring shares of Common Stock for the Plan directly from the
Company or in the open market or in privately negotiated transactions
with third parties;
. the Company's need for additional funds;
. the Company's desire to obtain additional funds through the sale of
Common Stock as compared to other sources of funds;
. the purchase price likely to apply to any sale of Common Stock;
. the extent and nature of a Participant's prior participation in the
Plan;
. the number of shares of Common Stock a Participant holds of record;
and
. the total amount of Optional Cash Investments in excess of $10,000 per
month for which Requests for Waiver have been submitted.
8. Purchase of Shares
Shares of the Common Stock purchased under the Plan will, at the Company's
election, be newly issued shares purchased directly from the Company, shares
purchased by a broker, or a combination thereof. The Company has full discretion
as to whether the Common Stock purchased under the Plan will be purchased on the
open market or purchased directly from the Company.
. Common Stock purchased in the open market. The investment price of the
Common Stock purchased in the open market with reinvested dividends,
Initial Cash Investments or with Optional Cash Investments will be the
weighted average price, including brokerage trading fees, incurred in
connection with the purchase of such shares. No interest will be paid
on funds held by the Plan Administrator pending investment.
. Common Stock purchased directly from the Company. The price of the
Common Stock purchased directly from the Company with reinvested
dividends, Initial Cash Investments or Optional Cash Investments will
be the average of the high and low sale prices of shares of the Common
Stock on the Dividend Payment Date or Optional Cash Investment date,
as the case may be.
The Participants will be credited with that number of shares, including
fractional shares computed to four decimal places, equal to the amount invested
with respect to his, her or its Plan account, divided by the price per share of
such shares for all purchases for all Participants during the applicable period.
9. Purchase of Shares Upon a Request for Waiver
Shares purchased pursuant to a granted Request for Waiver are purchased
directly from the Company. Optional Cash Investments made pursuant to a Request
for Waiver will be applied to the purchase of shares of Common Stock as soon as
practicable on or after the "Investment Date" as set forth in Appendix B to the
Prospectus for the Plan (which Appendix B may be amended from time to time by
the Plan Administrator and an authorized officer of the Company). Optional Cash
Investments made pursuant to a Request for Waiver are acquired at a price equal
to the average of the daily high and low sales prices computed up to four
decimal places, if necessary, of the Common Stock as reported on the Exchange
for the ten (10) Trading Days (as defined below) immediately preceding the
applicable Investment Date. A "Trading Day" means a day on which trades in the
Common Stock are reported on the Exchange. The period encompassing the first ten
(10) Trading Days immediately preceding the next following Investment Date
constitutes the relevant "Pricing Period." The Plan Administrator will apply all
Optional Cash Investments for which good funds are received on or before the
first business day before the Pricing Period to the purchase of shares of common
stock as soon as practicable on or after the next following Investment Date.
A discount of 0% to 3% from the purchase price may be offered, in the
Company's sole discretion, with respect to a particular investment date to
Participants on purchases of the Company's common stock through Optional Cash
Investments in excess of $10,000 per month.
10. Minimum Waiver Price
The Company may set a minimum purchase price per share (the "Minimum Waiver
Price") for optional cash investments in excess of $10,000 per month made
pursuant to a granted request for waiver for any pricing period. The
determination of whether to set a Minimum Waiver Price will be made at least
three business days before the first day of the Pricing Period.
11. Amendment of Investment Option
A Participant may change the investment option elected under this Plan by
notifying the Plan Administrator in writing, by telephone or on-line over the
Internet. With respect to the dividend reinvestment portion of the Plan, notices
received by the Plan Administrator not later than the record date established
for any Dividend Payment Date shall be effective as of such Dividend Payment
Date and thereafter.
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12. Withdrawal of Purchased Shares and Termination of Account
A Participant who has purchased shares of the Company's Common Stock under
this Plan may withdraw all or a portion of such shares by notifying the Plan
Administrator, specifying in the notice the number of shares to be withdrawn. If
requested, certificates for whole shares withdrawn shall be issued to the
Participant or transferred to a Participant's brokerage account. In no case
shall certificates or transfers for fractional shares be issued. Any fractional
share withdrawn shall be liquidated as soon as practicable after receipt of
withdrawal notice by the Plan Administrator. The liquidated amount for any
fractional share and certificate(s) for whole shares shall be mailed directly to
the withdrawing Participant by the Plan Administrator.
If the Participant is terminating participation in this Plan, the
Participant may withdraw all shares and request that a certificate be issued,
that whole shares be transferred to a Participant's brokerage account or that
shares be sold and the cash proceeds be forwarded to the Participant. Such sale
shall be made by the Broker. The Broker will have full discretion as to all
matters relating to sales by the Broker, including the date of any sales and the
prices received for such shares. The proceeds of such sale by the Broker, less
trading fees, shall be paid to such Participant. Shares that are to be sold by
the Broker may be aggregated with those of other terminating Participants, in
which case the proceeds to each terminating Participant will be based on the
average sales price, less brokerage commissions.
13. Common Stock Rights Offering, Stock Split, Stock Dividend
Participation in any Common Stock rights offering shall be based upon both
the shares registered in the Participant's name and the shares (including
fractional shares) credited to the Participant's Plan account in book-entry
form. Any stock dividend or share resulting from any stock split with respect to
shares credited to the Participant's Plan account shall be added to such
account.
14. Voting
All shares credited to a Participant's Plan account in book-entry form
shall be voted as the Participant directs. If on the record date for a meeting
of Shareholders there are shares credited to the Participant's Plan account, the
Participant (whether or not any shares are registered in the Participant's own
name) shall be sent the proxy materials for such meeting. If the Participant
returns an executed proxy, all shares credited to the Participant (including any
fractional shares) shall be voted in accordance with such proxy; otherwise, the
Participant may vote such shares in person at such meeting.
15. Liability
In administering this Plan, neither the Company nor the Plan Administrator
shall be liable for any good faith acts or omissions, including, without
limitation, any failure to terminate a Participant's Plan account upon such
Participant's death.
16. Termination
The Company reserves the right to modify, suspend or terminate this Plan at
any time.
17. Direct Registration System
Shares purchased under the Plan (unless requested otherwise by the
Participant) will be in book-entry-form through the use of the Direct
Registration System. Shares may be transferred from the Participant's Plan
account to a Participant's brokerage account and vice versa.
18. Compliance With Applicable Laws and Regulations
The Company's obligation to offer, issue or sell shares of the Company's
Common Stock under this Plan shall be subject to (a) the Company's obtaining any
necessary approval, authorization or consent from any regulatory authority
having jurisdiction and from any stock exchange on which shares of the Company's
Common Stock may then be listed and (b) the condition that, at the time of the
offer, issuance or sale, the price at which such shares are being offered,
issued or sold shall be at least equal to the then stated value of such shares.
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