UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________________
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment
No. )
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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x
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Soliciting
Material Pursuant to § 240.14a-12
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PUGET
ENERGY, INC.
(Name
of
Registrant as Specified in Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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CALCULATION
OF FILING FEE
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Title
of each class of
securities
to which
transaction
applies:
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Aggregate
number of
securities
to which transaction applies:
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Per
unit price or other
underlying
value of
transaction
computed pursuant
to
ExchangeAct Rule 0-11:
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Proposed
maximum
aggregate
value of
transaction:
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Total
fee paid:
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o
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Fee
paid previously with preliminary
materials:
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o
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the
date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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Dec.
21, 2007
Merger
update
Below
are
key points in the merger process this past month. Thanks to the customer
service representative who suggested a new tagline for
Macquarie Infrastructure: “The money to do great
things!” For complete information about the merger, see
the archive on the PSEWeb home page.
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§
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Dec.
3 – Puget Energy completed the sale to the consortium of 12.5
million shares for an aggregate offering price of approximately
$296
million. This infusion will fund PSE’s ongoing construction program and
working capital needs.
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§
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Dec.
10– The “go-shop” period ended. In the news release issued
Dec. 17, Steve Reynolds said “no proposal was received
that could reasonably be expected to result in a proposal superior
to the
definitive merger agreement with the consortium led by Macquarie
Infrastructure Partners …”
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§
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Dec.
17 – Puget Sound Energy and the consortium of North American
infrastructure investors filed an application with the Washington
Utilities and Transportation Commission to request its approval
of the
proposed merger by July 1, 2008.
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§
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Dec.
19– A companywide e-mail announced that the Employee Stock
Purchase Plan will be suspended as of Jan. 1, 2008. If the merger
transaction closes, Puget Energy will become a privately held company
and
its common stock will no longer be publicly traded. As a result,
the Puget
Sound Energy Employee Stock Purchase Plan (ESPP) will terminate
and no
longer be operative. When the merger transaction closes, all shareholders
will be paid $30 for each share of Puget Energy stock they hold,
regardless of how they acquired their
shares.
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The
current offering period for the ESPP ends Dec. 31, 2007. In anticipation
of the merger closing, the plan is suspended effective Jan. 1,
2008, and
no new offering is planned at this time. If the merger closes in
2008 and the ESPP is terminated, PSE will provide each active regular,
full-time employee an additional $10 in benefits-related “Flex Credits”
for each month in calendar year 2009 ($120 total for 2009). If
the merger
does not close, the ESPP will resume and a new offering period
will be
announced. The plan is described on PSEWeb at
http://pseweb/FinReporting/. If you have questions about the plan,
please contact Sue Gladfelter at
81-2822.
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ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the proposed transaction, Puget Energy will file a proxy
statement with the Securities and Exchange Commission (SEC). Before making
any
voting or investment decision, investors and security holders of Puget Energy
are urged to carefully read the entire proxy statement and any other relevant
documents filed with the SEC, as well as any amendments or supplements to
those
document, because they will contain important information about the proposed
transaction. A definitive proxy statement will be sent to the shareholders
of
Puget Energy in connection with the proposed transaction. Investors
and security holders may obtain a free copy of the proxy statement (when
available) and other documents filed by Puget Energy at the SEC’s website at
www.sec.gov. The proxy statement and such other documents may
also be obtained at no cost from Puget Energy by directing the request to
Puget
Energy, 10885 NE 4th Street,
PSE-08 ,
Bellevue, WA 98004, Attention: Sue Gladfelter.
PARTICIPANTS
IN THE SOLICITATION
Puget
Energy, its directors, executive officers and other members of its management,
employees, and certain other persons may be deemed to be participants in
the
solicitation of proxies from Puget Energy shareholders in connection with
the
proposed transaction. Information about the interests of Puget
Energy’s participants in the solicitation is set forth in Puget Energy’s proxy
statements and Annual Reports on Form 10-K, previously filed with the SEC,
and
in the proxy statement relating to the transaction when it becomes
available.