-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gwx4js/3LV+3KjxSen0Ze3R2ZyZWCKKLSK13iVOUxYbAs22VP5C6hIy8FgnmOeOj BEfAzx+RfadKiZXIRdv2kA== 0001085392-07-000065.txt : 20070508 0001085392-07-000065.hdr.sgml : 20070508 20070508142527 ACCESSION NUMBER: 0001085392-07-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070508 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070508 DATE AS OF CHANGE: 20070508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUGET ENERGY INC /WA CENTRAL INDEX KEY: 0001085392 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 911969407 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16305 FILM NUMBER: 07827551 BUSINESS ADDRESS: STREET 1: 10885 NE 4TH STREET CITY: BELLEVUE STATE: WA ZIP: 980045515 BUSINESS PHONE: 4254546363 MAIL ADDRESS: STREET 1: PO BOX 97034 CITY: BELLEVUE STATE: WA ZIP: 980099734 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUGET SOUND ENERGY INC CENTRAL INDEX KEY: 0000081100 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 910374630 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04393 FILM NUMBER: 07827552 BUSINESS ADDRESS: STREET 1: 10885 NE 4TH STREET CITY: BELLEVUE STATE: WA ZIP: 98004-5515 BUSINESS PHONE: 4254546363 MAIL ADDRESS: STREET 1: PO BOX 97034 CITY: BELLEVUE STATE: WA ZIP: 980099734 FORMER COMPANY: FORMER CONFORMED NAME: PUGET SOUND POWER & LIGHT CO /WA/ DATE OF NAME CHANGE: 19920703 8-K 1 f8k050807.htm 8-K REALIGNMENT OF SENIOR OFFICERS 8-K Realignment of Senior Officers

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549


FORM 8-K


CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 8, 2007 (May 4, 2007)

 
Exact name of registrant as specified
I.R.S.
 
in its charter, state of incorporation,
Employer
Commission
address of principal executive offices,
Identification
File Number
Telephone
Number

1-16305
PUGET ENERGY, INC.
91-1969407
 
A Washington Corporation
 
 
10885 - N.E. 4th Street, Suite 1200
 
 
Bellevue, Washington 98004-5591
 
 
(425) 454-6363
 


1-4393
PUGET SOUND ENERGY, INC.
91-0374630
 
A Washington Corporation
 
 
10885 - N.E. 4th Street, Suite 1200
 
 
Bellevue, Washington 98004-5591
 
 
(425) 454-6363
 
 
______________
 
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
 
Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
 
o
 
Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
 
o
 
Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))
 
 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2007, the Boards of Directors of Puget Energy, Inc. ("Puget Energy") and its utility subsidiary, Puget Sound Energy, Inc. ("PSE") elected officers to one-year terms and appointed three to new positions.
Kimberly J. Harris was elected Executive Vice President and Chief Resource Officer of PSE. Previously, Ms. Harris held the following positions with PSE: Senior Vice President Regulatory Policy and Energy Efficiency from October 2005 to May 2007; Vice President Regulatory and Government Affairs, 2003-2005; Vice President Regulatory Affairs, 2002-2003; and Director Load Resource Strategies and Associate General Counsel, 2001-2002.
Eric M. Markell was elected Executive Vice President and Chief Financial Officer of both Puget Energy and PSE. Previously, Mr. Markell held the following positions with PSE: Senior Vice President Energy Resources from February 2003 to May 2007; and Vice President Corporate Development, 2002-2003. Prior to joining PSE, he was Chief Financial Officer, Club One, Inc., 2000-2002.
Bertrand A. Valdman was elected Executive Vice President and Chief Operating Officer of PSE. Previously, Mr. Valdman was Senior Vice President Finance and Chief Financial Officer of both Puget Energy and PSE from December 2003 to May 2007. Prior to joining PSE, he was Managing Director with JP Morgan Securities, Inc., 2000-2003. In connection with his election, Mr. Valdman agreed that the provision of his employment offer letter entitling him to unique severance benefits in certain events is no longer in effect.
The other executive officers of Puget Energy and PSE were re-elected to their principal positions.
None of Ms. Harris, Mr. Markell or Mr. Valdman has any relationship or related party transaction with Puget Energy or PSE that would require disclosure pursuant to Item 404(a) of Regulation S-K.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 8, 2007, Puget Energy, Inc. filed Articles of Amendment with the Washington Secretary of State to increase the number of shares of Series R Participating Cumulative Preferred Stock from 1,000,000 to 2,000,000. The effective date of the Articles of Amendment was May 8, 2007. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits
 
Exhibits
3.1
Articles of Amendment, as filed with the Washington Secretary of State on May 8, 2007.
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
Dated: May 8, 2007
PUGET ENERGY, INC.
 
PUGET SOUND ENERGY, INC.
 
 
 
By: /s/ Jennifer L. O’Connor  
Jennifer L. O’Connor
Senior Vice President General Counsel, Corporate Secretary and Chief Ethics and Compliance Officer
 

 

EX-3.1 2 exhibit31.htm ARTICLES OF AMENDMENT AS FILED WITH WA STATE ON MAY 8, 2007 Articles of Amendment as filed with WA State on May 8, 2007
 
Exhibit 3.1 
 
ARTICLES OF AMENDMENT
 
OF
 
PUGET ENERGY, INC.
 
The following Articles of Amendment are executed by the undersigned, a Washington corporation:
 
1. The name of the corporation is Puget Energy, Inc.
 
2. Subsection 2.3.1 of Article 2, Section 2.3, which sets for the designation of rights and preferences of Series R Participating Cumulative Preferred Stock, is amended in its entirety to read as follows:
 
"2.3.1 Designation of Series R Participating Cumulative Preferred Stock     
The shares of such series shall be designated the "Series R Participating Cumulative Preferred Stock" (the "Series R Preferred Stock"), par value $0.01 per share. The number of shares initially constituting the Series R Preferred Stock shall be 2,000,000; provided, however, if more than a total of 2,000,000 shares of Series R Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement dated as of December 21, 2000 between the Company and Mellon Investor Services LLC, as Rights Agent (the "Rights Agreement"), the Company's Board of Directors, pursuant to Section 23B.06.020 of the Revised Code of Washington, shall direct by resolution or resolutions that Articles of Amendment be properly executed and filed with the Washington Secretary of State providing for the total number of shares of Series R Preferred Stock authorized for issuance to be increased (to the extent that the Restated Articles of Incorporation then permit) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of such Rights. In addition, such number of shares may be decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series R Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series R Preferred Stock."
 
3. The date the amendment was adopted is May 4, 2007.
 
4. The amendment was adopted by the Board of Directors of the corporation. Shareholder action was not required pursuant to the provisions of RCW 23B.06.020(4). No shares of Series R Participating Cumulative Preferred Stock are outstanding.
 
 
 
Dated: May 4, 2007
 
Puget Energy, Inc.
 
By: /s/ James W. Eldredge
Vice President Corporate Secretary and Controller
 

-----END PRIVACY-ENHANCED MESSAGE-----