<PAGE>
FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION NUMBER 333-65053
Pricing Supplement No. 3
Dated February 16, 2000
(To Prospectus dated October 14, 1998 and
Prospectus Supplement dated March 3, 1999)
PUGET SOUND ENERGY, INC.
Senior Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Principal Amount: $225,000,000
Issue Price: 100%
Original Issue Date: February 22, 2000
Stated Maturity Date: February 22, 2010
Interest Rate: 7.96%
Interest Payment Dates: April 15 and October 15, commencing April 15, 2000
Regular Record Dates: March 31 and September 30
Form of Notes: [X] Book Entry [ ] Certificated
Redemption:
The Senior Medium-Term Notes, Series B, due February 22, 2010 (the "Notes")
will be redeemable as a whole or in part, at our option at any time, at a
redemption price equal to the greater of the following:
. 100% of the principal amount of the Notes; and
. the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes discounted to the redemption date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 15 basis points, plus in each case
accrued interest on the Notes to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Senior Note Trustee (as defined in
the Prospectus dated October 14, 1998) after consultation with the Company.
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"Comparable Treasury Price" means, with respect to any redemption date, (a)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Quotations,
or (b) if the Senior Note Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Senior Note
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Senior Note Trustee by such Reference Treasury Dealer at 3:30
p.m. New York time on the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of CS First Boston Corporation,
Lehman Brothers, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated and Salomon Brothers Inc. and their respective
successors; provided, however, that if any of the foregoing or their affiliates
shall cease to be primary U.S. Government securities dealer in The City of New
York (a "Primary Treasury Dealer"), we will substitute another primary Treasury
Dealer.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of Notes to be redeemed.
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or portions thereof
called for redemption.
Underwriting:
Under the terms and subject to the conditions contained in a distribution
agreement dated March 3, 1999 and a terms agreement dated February 22, 2000, the
underwriters named below have severally agreed to purchase from us the following
principal amount of the Notes:
<TABLE>
<CAPTION>
Principal
Underwriter Amount of the Notes
----------- -------------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..................................... $ 90,000,000
Salomon Smith Barney Inc................................ $ 90,000,000
Bank One Capital Markets, Inc........................... $ 45,000,000
------------
Total............................................ $225,000,000
============
</TABLE>
The terms agreement provides that the underwriters will be obligated to
take and pay for all of the Notes if any are taken. The following table
summarizes the discount to be received by the underwriters, and the proceeds we
will receive, in connection with the sale of the Notes:
<TABLE>
<CAPTION>
Per Note Total
-------- -----
<S> <C> <C>
Underwriting Discount................................... .65% $ 1,462,500
Proceeds to Puget Sound Energy.......................... 99.35% $223,537,500
------ ------------
Total............................................ 100.00% $225,000,000
====== ============
Additional Terms: None
CUSIP: 74531E AE2
</TABLE>
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