1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993 Commission File Number 1-973
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN
80 PARK PLAZA
NEWARK, NEW JERSEY 07101
MAILING ADDRESS: P.O. Box 570
NEWARK, NEW JERSEY 07101-0570
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
See page 2
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1
2
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TWENTIETH CENTURY INVESTORS, INC. PROVIDENT NATIONAL ASSURANCE
(Equities Growth Fund A) COMPANY
4500 MAIN STREET (Fixed Income Fund C)
P.O.BOX 419200 FOUNTAIN SQUARE
KANSAS CITY, MISSOURI 64141-6200 CHATTANOOGA, TENNESSEE 37402
PUBLIC SERVICE ENTERPRISE GROUP
PHOENIX SERIES FUND INCORPORATED
(Balanced Fund B) (Enterprise Common Stock Fund D)
101 MUNSON STREET (ESOP Fund)
GREENFIELD, MASSACHUSETTS 01301 80 PARK PLAZA
NEWARK, NEW JERSEY 07101-1171
THE PRUDENTIAL LIFE INSURANCE COMPANY BANKERS TRUST COMPANY
OF AMERICA (Fixed Income Fund C) (Stock Index Equities Fund E)
PRUDENTIAL PLAZA 280 PARK AVENUE
NEWARK, NEW JERSEY 07101 NEW YORK, NEW YORK 10017
METROPOLITAN LIFE INSURANCE FIDELITY SELECT PORTFOLIOS
COMPANY (Fixed Income Fund C) (Utilities Equities Fund F)
ONE MADISON AVENUE 82 DEVONSHIRE STREET
NEW YORK, NEW YORK 10010-3690 BOSTON, MASSACHUSETTS 02109
PRINCIPAL MUTUAL LIFE INSURANCE WEISS, PECK AND GREER
COMPANY (Fixed Income Fund C) (Government Securities Fund G)
THE PRINCIPAL FINANCIAL GROUP ONE NEW YORK PLAZA
DES MOINES, IOWA 50392-0001 NEW YORK, NEW YORK 10004
JOHN HANCOCK MUTUAL LIFE
COMPANY (Fixed Income Fund C)
JOHN HANCOCK PLACE
P.O.BOX 111
BOSTON, MASSACHUSETTS 02117
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3
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
INDEX
PAGE
----
INDEPENDENT AUDITORS' REPORT 4
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993 AND 1992 5-8
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 and 1992 9-12
NOTES TO FINANCIAL STATEMENTS 13-21
SCHEDULE OF ASSETS HELD FOR INVESTMENT - Item 27a 22
SCHEDULES OF REPORTABLE TRANSACTIONS - Item 27d 23
SIGNATURES 24
EXHIBIT INDEX 25
4
INDEPENDENT AUDITORS' REPORT
Employee Benefits Committee of
Public Service Electric and Gas Company:
We have audited the accompanying statements of net assets available for
benefits of the Public Service Electric and Gas Company Employee Savings Plan
(the "Plan") as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31,
1993 and 1992, and the changes in net assets available for benefits for each
of the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental information by
fund is presented for the purpose of additional analysis of the basic
financial statements rather than to present information regarding the net
assets available for benefits and changes in net assets available for benefits
of the individual funds, and is not a required part of the basic financial
statements. The supplemental schedules of (1) assets held for investment as
of December 31, 1993 and (2) transactions in excess of five percent of the
current value of plan assets for the year ended December 31, 1993 are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, as
amended. The supplemental information and the supplemental schedules are the
responsibility of the Plan's management. Such supplemental information and
schedules have been subjected to the auditing procedures applied in our audit
of the basic 1993 financial statements and, in our opinion, are fairly stated
in all material respects when considered in relation to the basic financial
statements taken as a whole.
DELOITTE & TOUCHE
DELOITTE & TOUCHE
Parsippany, New Jersey
May 20, 1994
5
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31, 1993
Supplemental Information by Fund
--------------------------------------------------------------------------
Equities Fixed Enterprise Stock Index Utilities
Growth Balanced Income Common Stock Equities Equities
Total Fund A Fund B Fund C Fund D Fund E Fund F
ASSETS ------------ ----------- ---------- ----------- ------------ ----------- -----------
- ------
Investments
Enterprise Common Stock $ 41,942,976 $ $ $ $ 27,281,344 $ $
Equities Growth Fund 3,503,930 3,503,930
Balanced Fund 1,803,232 1,803,232
Insurance Annuity Contracts (GICs) 60,354,003 60,354,003
Stock Index Equities Fund 10,029,607 10,029,607
Utilities Equities Fund 2,914,614 2,914,614
Government Securities Fund 1,326,589
------------ ---------- ---------- ----------- ------------ ---------- ----------
Total Investments 121,874,951 3,503,930 1,803,232 60,354,003 27,281,344 10,029,607 2,914,614
Participant Loans Receivable 4,176,049
Receivables-Interest and Dividends 1,202,648 10,655 4,029 309,692 457,545 15,689 374,556
Cash and Temporary Cash Investments 1,742,300 1,318 827 420,027
------------ ---------- ---------- ----------- ------------ ---------- -----------
* Total Assets $128,995,948 $ 3,514,585 $1,807,261 $61,982,522 $ 28,158,916 $10,045,296 $ 3,289,170
------------ ---------- ---------- ----------- ------------ ---------- -----------
LIABILITIES
- -----------
Due to active Participants $ 158,586 $ 4,408 3,492 $ 53,806 $ 20,748 $ 11,025 $
Purchases of Securities 840,889 456,315 358,024
Due to (from) Other Funds 28,162 (16,508) 41,282 85,553 34,637 8,624
Accounts Payable 10,428 602 274 5,860 1,783 1,245 353
------------ ---------- ---------- ----------- ------------ ---------- -----------
Total Liabilities 1,009,903 33,172 (12,742) 100,948 564,399 46,907 367,001
NET ASSETS AVAILABLE
FOR BENEFITS 127,986,045 3,481,413 1,820,003 61,881,574 27,594,517 9,998,389 2,922,169
------------ ---------- ---------- ----------- ------------ ---------- -----------
Total Liabilities and Net Assets
Available for Benefits $128,995,948 $3,514,585 $1,807,261 $61,982,522 $ 28,158,916 $10,045,296 $ 3,289,170
============ ========== ========== =========== ============ ========== ===========
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
6
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits (Concluded)
December 31,1993
Supplemental Information by Fund (Concluded)
--------------------------------------------
Government
Securities Trust Loan
Fund G ESOP Fund Fund
----------- ------------ -----------
ASSETS
- ------
Investments
Enterprise Common Stock $ $14,661,632 $
Equities Growth Fund
Balanced Fund
Insurance Annuity Contracts (GICs)
Stock Index Equities Fund
Utilities Equities Fund
Government Securities Fund 1,326,589
----------- ----------- ----------
Total Investments 1,326,589 14,661,632
Participant Loans Receivable 4,176,049
Receivables-Interest and Dividends 30,468 14
Cash and Temporary Cash Investments 3,446
------------ ----------- ---------
Total Assets $ 1,357,057 $14,665,092 $4,176,049
------------ ----------- ---------
LIABILITIES
- -----------
Due to active Participants $ $ 65,107 $
Purchases of Securities 26,550
Due to (from) Other Funds (5,517) (27) (176,206)
Accounts Payable 311
------------ ---------- -----------
Total Liabilities 21,344 65,080 (176,206)
NET ASSETS AVAILABLE
FOR BENEFITS 1,335,713 14,600,012 4,352,255
------------ ----------- ----------
Total Liabilities and Net Assets
Available for Benefits $ 1,357,057 $14,665,092 $4,176,049
============ =========== ==========
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
7
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits
December 31,1992
Supplemental Information by Fund
--------------------------------------------------------------------------
Equities Fixed Enterprise Stock Index Utilities
Growth Balanced Income Common Stock Equities Equities
Total Fund A Fund B Fund C Fund D Fund E Fund F
ASSETS ------------ ----------- ---------- ----------- ------------ ----------- -----------
- ------
Investments
Enterprise Common Stock $ 39,686,911 $ $ $ $ 24,090,713 $ $
Equities Growth Fund 2,015,779 2,015,779
Balanced Fund 920,077 920,077
Insurance Annuity Contracts (GICs) 50,366,738 50,366,738
Stock Index Equities Fund 6,973,002 6,973,002
Utilities Equities Fund 1,170,637 1,170,637
Government Securities Fund 583,594
------------ ---------- ---------- ----------- ------------ ---------- ----------
Total Investments 101,716,738 2,015,779 920,077 50,366,738 24,090,713 6,973,002 1,170,637
Participant Loans Receivable 2,787,130
Receivables-Interest and Dividends 1,037,788 (190) 33,469 221,456 609,877 13,730 9,178
Cash and Temporary Cash Investments 5,137 0 0 0 153 0 0
------------ ---------- ---------- ----------- ------------ ---------- -----------
* Total Assets $105,546,793 $ 2,015,589 $ 953,546 $ 50,588,194 $ 24,700,743 $ 6,986,732 $ 1,179,815
------------ ---------- ---------- ----------- ------------ ---------- -----------
LIABILITIES
- -----------
Due to Participants $ 989,232 $ 6,141 5,911 $ 527,583 $ 160,899 $ 35,120 $ 1,171
Purchases of Securities 452,180 26,582 413,560
Due to (from) Other Funds (72,735) (19,746) 131,326 370,037 (49,350) (84,588)
------------ ---------- ---------- ----------- ------------ ---------- -----------
Total Liabilities 1,441,412 (66,594) 12,747 658,909 944,496 (14,230) (83,417)
NET ASSETS AVAILABLE
FOR BENEFITS 104,105,381 2,082,183 940,799 49,929,285 23,756,247 7,000,962 1,263,232
------------ ---------- ---------- ----------- ------------ ---------- -----------
Total Liabilities and Net Assets
Available for Benefits $105,546,793 $2,015,589 $ 953,546 $50,588,194 $ 24,700,743 $6,986,732 $ 1,179,815
============ ========== ========== =========== ============ ========== ===========
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
8
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Benefits (Concluded)
December 31,1992
Supplemental Information by Fund (Concluded)
--------------------------------------------
Government
Securities Trust Loan
Fund G ESOP Fund Fund
----------- ------------ -----------
ASSETS
- ------
Investments
Enterprise Common Stock $ $15,596,198 $
Equities Growth Fund
Balanced Fund
Insurance Annuity Contracts (GICs)
Stock Index Equities Fund
Utilities Equities Fund
Government Securities Fund 583,594
----------- ----------- ----------
Total Investments 583,594 15,596,198 0
Participant Loans Receivable 2,787,130
Receivables-Interest and Dividends 17,705 132,563
Cash and Temporary Cash Investments 4,984
------------ ----------- ---------
Total Assets $ 601,299 $15,733,745 $2,787,130
------------ ----------- ---------
LIABILITIES
- -----------
Due to Participants $ 17,179 $ 235,228 $
Purchases of Securities 12,038
Due to (from) Other Funds (51,311) 52,289 (275,922)
------------ ---------- -----------
Total Liabilities (22,094) 287,517 (275,922)
NET ASSETS AVAILABLE
FOR BENEFITS 623,393 15,446,228 3,063,052
------------ ----------- ----------
Total Liabilities and Net Assets
Available for Benefits $ 601,299 $15,733,745 $2,787,130
============ =========== ==========
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
9
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
December 31,1993
Supplemental Information by Fund
------------------------------------------------------------------------
Equities Fixed Enterprise Stock Index Utilities
Growth Balanced Income Common Stock Equities Equities
Total Fund A Fund B Fund C Fund D Fund E Fund F
------------ ---------- ---------- ----------- ----------- ----------- ----------
ADDITIONS
- ---------
Participant Deposits $ 18,038,129 $1,157,304 $ 567,298 $10,676,400 $ 2,608,168 $1,952,865 $ 747,871
Addition to Trust Loan Fund 2,712,252
Employer Contributions 4,039,976 240,564 121,763 2,465,262 581,839 412,534 150,258
Interfund Transfers - net (26,621) 169,501 (1,117,837) (92,738) 377,378 678,761
Participant Loan Repayments 94,691 43,979 881,011 177,996 164,515 41,136
Total Deposits and ------------ ---------- --------- ----------- ----------- ---------- ----------
Contributions 24,790,357 1,465,938 902,541 12,904,836 3,275,265 2,907,292 1,618,026
------------ ---------- --------- ----------- ----------- ---------- ----------
Income
Interest 3,900,526 3,899,073 1,213
Dividends 3,685,716 372,225 84,603 1,742,504 38 377,991
Loan Interest Income 215,211 13,124 6,129 133,454 27,499 25,053 6,774
------------ ---------- --------- ----------- ----------- ---------- ----------
Total Income 7,801,453 385,349 90,732 4,032,527 1,771,216 25,091 384,765
------------ ---------- --------- ----------- ----------- ---------- ----------
Net Appreciation (Depreciation)
of Investment 1,616,271 (233,430) (3,851) 716,928 813,700 (225,924)
------------ ---------- --------- ----------- ----------- ---------- ----------
Total Additions 34,208,081 1,617,857 989,422 16,937,363 5,763,409 3,746,083 1,776,867
------------ ---------- --------- ----------- ----------- ---------- ----------
DEDUCTIONS
Withdrawals 6,583,739 92,960 59,499 3,414,652 1,424,110 370,906 47,133
Dividends paid 1,020,792
Participant Loans 2,712,252 125,065 50,445 1,564,562 499,246 376,505 70,346
Other 10,634 602 274 5,860 1,783 1,245 451
------------ ---------- --------- ----------- ----------- ---------- ----------
Total Deductions 10,327,417 218,627 110,218 4,985,074 1,925,139 748,656 117,930
------------ ---------- --------- ----------- ----------- ---------- ----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 23,880,664 1,399,230 879,204 11,952,289 3,838,270 2,997,427 1,658,937
Net Assets Available for Benefits
Beginning of period 104,105,381 2,082,183 940,799 49,929,285 23,756,247 7,000,962 1,263,232
------------ ---------- --------- ----------- ----------- ---------- ----------
Net Assets Available for Benefits
End of Period $127,986,045 $3,481,413 $1,820,003 $61,881,574 $27,594,517 $9,998,389 $2,922,169
============ ========== ========= =========== =========== ========== ==========
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
10
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits (Concluded)
December 31,1993
<CAPTION
Supplemental Information by Fund (Concluded)
-------------------------------------------
Government
Securities Trust Loan
Fund G ESOP Fund Fund
----------- ------------ ------------
ADDITIONS
- ---------
Participant Deposits $ 328,223 $ $
Addition to Trust Loan Fund 2,712,252
From Thrift & Tax-Deferred Savings Plan
Employer Contributions 67,756
Interfund Transfers - net 270,584 (259,028)
Participant Loan Repayments 19,721 (1,423,049)
Total Deposits and ---------- ------------ ------------
Contributions 686,284 (259,028) 1,289,203
---------- ------------ ------------
Income
Interest 240
Dividends 87,563 1,020,792
Loan Interest Income 3,178
---------- ------------ ------------
Total Income 90,741 1,021,032
---------- ------------ ------------
Net Appreciation (Depreciation)
of Investments (19,502) 568,350
---------- ------------ ------------
Total Additions 757,523 1,330,354 1,289,203
---------- ------------ ------------
DEDUCTIONS
Withdrawals 18,701 1,155,778
Dividends paid 1,020,792
Participant Loans 26,083
Other 419
---------- ------------ ------------
Total Deductions 45,203 2,176,570
---------- ------------ ------------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 712,320 (846,216) 1,289,203
Net Assets Available for Benefits
Beginning of period 623,393 15,446,228 3,063,052
---------- ----------- ------------
Net Assets Available for Benefits
End of Period $1,335,713 $ 14,600,012 $ 4,352,255
========== ============ ============
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
11
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits (Continued)
December 31,1992
Supplemental Information by Fund (Continued)
------------------------------------------------------------------------
Equities Fixed Enterprise Stock Index Utilities
Growth Balanced Income Common Stock Equities Equities
Total Fund A Fund B Fund C Fund D Fund E Fund F
------------ ---------- ---------- ----------- ----------- ----------- ----------
ADDITIONS
- ---------
Participant Deposits $ 15,218,105 $ 714,797 $ 280,279 $10,198,406 $ 1,985,553 $1,530,257 $ 320,423
Addition to Trust Loan Fund 2,102,392
From Thrift & Tax-Deferred Savings Plan 7,835 7,835
Employer Contributions 2,949,412 133,998 51,395 2,000,087 390,252 283,582 57,169
Interfund Transfers - net 1,206,631 581,390 (1,094,289) (1,333,641) 36,044 817,740
Participant Loan Repayments 47,023 22,882 572,797 104,029 103,689 19,278
Total Deposits and ------------ ---------- --------- ----------- ----------- ---------- ----------
Contributions 20,277,744 2,102,449 935,946 11,677,001 1,154,028 1,953,572 1,214,610
------------ ---------- --------- ----------- ----------- ---------- ----------
Income
Interest 3,399,610 1 3 3,396,609 2,678 0 1
Dividends 2,913,057 28,947 36,826 1,599,253 11 70,662
Loan Interest Income 166,422 8,099 2,686 113,190 19,669 19,110 2,529
------------ ---------- --------- ----------- ----------- ---------- ----------
Total Income 6,479,089 37,047 39,515 3,509,799 1,621,600 19,121 73,192
------------ ---------- --------- ----------- ----------- ---------- ----------
Net Appreciation (Depreciation)
of Investments 2,334,878 49,209 16,626 0 1,195,481 478,623 12,874
------------ ---------- --------- ----------- ----------- ---------- ----------
Total Additions 29,091,711 2,188,705 992,087 15,186,800 3,971,109 2,451,316 1,300,676
------------ ---------- --------- ----------- ----------- ---------- ----------
DEDUCTIONS
Withdrawals 6,800,850 38,283 12,608 3,430,379 1,237,034 294,348 4,925
Dividends paid 1,148,312
Participant Loans 2,102,392 68,239 38,680 1,387,506 339,300 230,741 32,483
To Thrift & Tax-Deferred Savings Plan 229 229
Other 72 36
------------ ---------- --------- ----------- ----------- ---------- ----------
Total Deductions 10,051,855 106,522 51,288 4,818,114 1,576,334 525,089 37,444
------------ ---------- --------- ----------- ----------- ---------- ----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 19,039,856 2,082,183 940,799 10,368,686 2,394,775 1,926,227 1,263,232
Net Assets Available for Benefits
Beginning of period 85,065,525 0 0 39,560,599 21,361,472 5,074,735
------------ ---------- --------- ----------- ----------- ---------- ----------
Net Assets Available for Benefits
End of Period $104,105,381 $2,082,183 $ 940,799 $49,929,285 $23,756,247 $7,000,962 $1,263,232
============ ========== ========= =========== =========== ========== ==========
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
12
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits (Concluded)
December 31,1992
Supplemental Information by Fund (Concluded)
-------------------------------------------
Government
Securities Trust Loan
Fund G ESOP Fund Fund
----------- ------------ ------------
ADDITIONS
- ---------
Participant Deposits $ 188,390 $ $
Addition to Trust Loan Account 2,102,392
From Thrift & Tax-Deferred Savings Plan
Employer Contributions 32,929
Interfund Transfers - net 389,303 (603,178)
Participant Loan Repayments 9,717 (879,415)
Total Deposits and ---------- ------------ ------------
Contributions 620,339 (603,178) 1,222,977
---------- ------------ ------------
Income
Interest 1 317
Dividends 29,046 1,148,312
Loan Interest Income 1,139
---------- ------------ ------------
Total Income 30,186 1,148,629 0
---------- ------------ ------------
Net Appreciation (Depreciation)
of Investments (3,289) 585,354
---------- ------------ ----------
Total Additions 647,236 1,130,805 1,222,977
---------- ------------ ----------
DEDUCTIONS
Withdrawals 18,364 1,764,909
Dividends paid 1,148,312
Participant Loans 5,443
To Thrift & Tax-Deferred Savings Plan
Other 36 0
---------- ------------ ----------
Total Deductions 23,843 2,913,221 0
---------- ------------ ----------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 623,393 (1,782,416) 1,222,977
Net Assets Available for Benefits
Beginning of period 0 17,228,644 1,840,075
---------- --------- -----------
Net Assets Available for Benefits
End of Period $ 623,393 $ 15,446,228 $3,063,052
========== ============ ==========
<FN>
SEE NOTES TO FINANCIAL STATEMENTS
13
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF THE PLAN
The Board of Directors of Public Service Electric and Gas Company (PSE&G or the
Company) adopted the Public Service Electric and Gas Company Employee Savings
Plan (Plan) to encourage thrift and savings by eligible bargaining unit
employees of the Company (Eligible Employees). It was first offered to Eligible
Employees in November 1987 as a result of collective bargaining, and
contributions began in January 1988. The Plan was last amended November 16,
1993, effective February 1, 1994. Participation in the Plan is entirely
voluntary, except with respect to those employees who participate in the
Employee Stock Ownership Plan (ESOP) Fund as a result of their participation in
the Company's TRASOP and/or PAYSOP, which plans were merged into the Plan.
Eligible Employees are those employees covered by a collective bargaining
agreement and who have completed 1,000 hours of service with the Company.
Certain Eligible Employees may also elect to have a distribution from another
qualified corporate plan contributed as a rollover contribution with the
approval of the Company's Employee Benefits Committee (Committee), the Plan
Administrator. The Plan's Trust Fund consists of the Savings Account Fund and
the ESOP Fund, which are separately maintained.
Under the Plan, participating Eligible Employees (Participants) may elect to
make basic deposits to Investment Funds of such Participants' choosing within
the Savings Account of 1%, 2%, 3%, 4%, or 5% of their compensation (Basic
Deposits), and the Company will contribute an amount equal to 35% thereof
(effective 5/1/93; 45%, effective 5/1/94 and 50%, effective 5/1/95), subject to
certain exceptions and limitations (Company Contributions). In addition,
Participants may elect to make supplemental deposits to their Savings Accounts
in increments of 1% of Compensation up to an additional 10% of Compensation
(Supplemental Deposits), subject to certain limitations, without any
corresponding matching Company Contribution. Participants may designate such
Basic and/or Supplemental Deposits as Nondeferred (post-income tax
contributions) or Deferred (pre-income tax contributions).
The maximum amount of Deferred Deposits to a Participant's Savings Account may
have to be limited to less than 15% of Compensation to meet requirements of the
Internal Revenue Code of 1986, as amended (IRC). The extent of any such
limitation will be determined from time to time by the Committee based on the
actual pattern of Deferred Deposits by all Participants. If the maximum
permitted percentage of Compensation for Savings Account Deferred Deposits is
reduced, then all Deferred Deposits in excess of such percentage will
automatically be treated as Nondeferred Deposits. This will result in taxable
income to the affected Participants for Deferred Deposits in excess of any limit
so established. The Committee will attempt to assure that any such limitation
will apply only to future contributions, but it is possible that, in order to
meet requirements of the IRC, the limitation will, in some circumstances, have
to be applied retroactively.
14
Deferred Deposits may not generally be withdrawn until age 59-1/2. Nondeferred
Deposits, on the other hand, may be withdrawn at any time subject to certain
penalties and restrictions.
Savings Account Deposits are made through payroll deductions by the Company or
rollover contributions from other qualified plans. Deposits by Participants and
Company Contributions are transferred to a Trustee and separately held in the
Plan's Savings Account Fund of the Trust Fund for investment and other
transactions, as directed by Participants. Participants are entitled to choose
from among the Investment Funds offered under the Plan in which to invest
Deposits and Company Contributions.
Bankers Trust Company is the Trustee of the Trust Fund established pursuant to
the Plan.
Loan Provisions
The Trustee may, subject to the approval of the Company's Director - Corporate
Benefits Planning and Services, lend a Participant an amount up to 50% of the
value of the vested portion of such Participant's Savings Account and ESOP, but
no more than the aggregate value of such Participant's Savings Account or $
50,000, whichever is less. Any Participant loan must be for a principal amount
of $1,000 or more and no Participant may have more than two loans outstanding
at any time. All loans, including interest thereon, must be repaid by payroll
deductions in equal monthly installments of 12, 24, 36, 48 or 60 months as
selected by the Participant. However, a Participant may repay any such loan in
full by check at any time in accordance with such rules as may be prescribed by
the Committee. A Participant may not apply for more than one loan in any
calendar year. A loan to a Participant is considered an investment of such
Participant's Savings Account and repayments of principal of any loan, together
with interest thereon, are invested in the Savings Account Investment Funds of
the Plan in accordance with the Participant's then-current investment direction
for Deposits and Company Contributions.
Each loan bears interest at a rate fixed from time to time by the Committee
taking into consideration interest rates currently then being charged. The rate
of interest applicable to any loan at its inception remains in effect for the
duration of such loan. During all of 1993, the rate of interest on loans
granted to Participants, was 6%. (See Note 2. SIGNIFICANT ACCOUNTING POLICIES -
Loans)
15
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared in accordance with
generally accepted accounting principles.
Dividends and Interest
Dividends, interest, and other income attributable to each Investment Fund of
the Plan are reinvested in that Investment Fund to the extent not used to pay
direct expenses of that Fund. (See Expenses of Plan, below.)
All Deposits and Company Contributions to Fixed Income Fund C earn interest at
the composite rate of all Guaranteed Investment Contracts of insurance companies
(GICs) in which the assets of such fund are then invested. Such rate varies, as
such GICs mature or are entered into and as Deposits and Company Contributions
are made to and withdrawn from such GICs. Under the GICs in effect during 1993,
the composite rate of interest earned by such assets so invested was not less
than 7.0%.
ESOP Fund Participants receive quarterly payments directly from the Trustee
equal to the dividends paid to the Trustee on the shares of Common Stock of
Public Service Enterprise Group Incorporated (Enterprise), the parent of PSE&G,
held for their ESOP Account.
Valuation of Investments
Investments of Equities Growth Fund A, Balanced Fund B, Enterprise Common Stock
Fund D, Stock Index Equities Fund E, Utilities Equities Fund F, Government
Securities Fund G and starting February 1, 1994 International Stock Fund H, and
the shares of Enterprise Common Stock held by the ESOP Fund are based upon
quoted market values. The Plan has invested the assets of Fixed Income Fund C
in GICs. The value of Fixed Income Fund C is based on the contract value of all
GICs in which the assets of the fund are invested. Temporary investments are
valued at cost which approximates fair market value. Securities transactions are
accounted for on the trade date.
The Plan's financial statements have been prepared in accordance with financial
reporting requirements of the Employee Retirement Income Security Act of 1974,
as amended, (ERISA) as permitted by the applicable rules. Under such
requirements, realized gains and losses from securities transactions are
computed using an adjusted cost basis as prescribed by the Department of Labor's
(DOL) Rules and Regulations for Reporting and Disclosure. The adjusted cost is
the fair value of the security at the beginning of the Plan year, or cost if
acquired since that date. Unrealized gains and losses on securities held for
investment are computed on the basis of the change in fair value between the
beginning and ending of the Plan year.
16
Expenses of Plan
All expenses incurred in connection with the administration of the Plan,
including expenses of the Trustee, but excluding brokerage commissions and taxes
relating to the sale of shares of Enterprise Common Stock at the direction of
Participants, were paid directly by PSE&G.
The assets of Common Stock Fund D and the ESOP Fund are invested in shares of
Enterprise Common Stock. Shares of Enterprise Common Stock required for Fund D
are purchased by the Trustee either directly from Enterprise at its sole
discretion, or on the open market through a broker or, starting in 1994,
acquired through an intra-plan transfer from the ESOP Fund. All shares sold for
Common Stock Fund D and the ESOP Fund are sold by the Trustee on the open
market through a broker. Brokerage commissions and taxes are paid by the
Participants. However, starting in 1994, in situations where the ESOP is in a
"sell" position and Fund D is in a "buy" position, Fund D will buy from the ESOP
at the closing price on the N.Y. Stock Exchange. In such case, no brokerage
commissions will be charged in the transaction.
Loans
A loan to a Participant is considered an investment of such Participant's
Savings Account and the principal amount of the loan is treated as a separate
investment within the various sub-accounts of the Participant's Savings Account.
Repayments of the principal amount of the loan are credited to each such sub-
account, and repayments of principal along with any accrued interest thereon are
invested in the Plan's Investment Funds in the same manner as the Participant's
then current-investment direction for Deposits and Company Contributions.
Loan amounts are taken from sub-accounts of a Participant's Savings Account in
the following order:
(a) Deferred Deposits
(b) Unmatured vested Employer Contributions
(c) Matured vested Employer Contributions
(d) Rollover Contributions
(e) Unmatured post-1986 Nondeferred Deposits
(f) Matured post-1986 Nondeferred Deposits
(g) Pre-1987 Nondeferred Deposits
Each loan is secured by an assignment of the Participant's entire right, title
and interest in and to the Trust Fund to the extent of the loan and accrued
interest thereon (See Note 1. SUMMARY OF THE PLAN - Loan Provisions).
17
Interfund Transfers - ESOP Account to Thrift Account
Participants are permitted to transfer all, but not less than all, shares from
their ESOP Accounts to their Savings Accounts. To effect such transfers, the
Trustee will sell the shares of Enterprise Common Stock held in the ESOP Account
and invest the proceeds in the Savings Account Funds designated by the
Participant. The cash value of each share of Enterprise Common Stock so
transferred will be equal to the price per share of Enterprise Common Stock
actually received by the Trustee. Any such transfer is treated as a rollover
contribution.
Vesting
Company Contributions to a Participant's Savings Account are immediately vested
upon a Participant's completion of five years of service with the Company or
when a Participant is eligible for an immediately payable retirement benefit,
attains age 65, is disabled, is laid off or dies. All amounts credited to a
Participant's ESOP Account are fully vested.
Penalties upon Withdrawal
If a Participant withdraws his entire vested Company Contributions and/or
Deposits before they have been in the Plan for two full calendar years, such
Participant loses the matching Company Contributions on Deposits made during the
subsequent three months. Distributions to Participants electing to withdraw Non-
Deferred Deposits and Company Contributions are made as soon as practicable
after such elections are received by the Plan Administrator. Non-Deferred
Deposits may be withdrawn at any time but certain penalties may apply. Deferred
Deposits may not be withdrawn during employment prior to age 59-1/2 except for
reasons of extraordinary financial hardship and to the extent permitted by the
IRC. Distributions to Participants of approved hardship withdrawals are made
as soon as practicable after such approval.
Benefits Payable
In 1993, the Plan changed its method of accounting for benefits payable to
comply with the 1993 AICPA Audit and Accounting Guide, Audits of Employee
Benefit Plans. The new guidance requires that benefits payable to persons who
have withdrawn from participation in a defined contribution plan be disclosed
in the footnotes to the financial statements rather than be recorded as a
liability of the Plan. As of December 31, 1993, the net assets available for
benefits included benefits of $747,418 due to Participants who have withdrawn
from active participation in the Plan.
3. INVESTMENTS
The financial statements of the Plan include the following:
a. Savings Account Investment Funds
(1) The assets of Equities Growth Fund A are invested in the capital stock
of the Twentieth Century Investors Inc. Growth Fund (the "Twentieth
Century Growth Fund") a no-load, open-ended investment company or mutual
fund. The prospectus for the Twentieth Century Growth Fund indicates that
such fund invests primarily in the common stock of companies considered
by its investment manager to have above average potential for capital
appreciation.
(2) The assets of Balanced Fund B are invested in the capital stock of
Phoenix Series Fund Balanced Series (the "Phoenix Balanced Fund") a no-
load, open-ended investment company or mutual fund . The prospectus for
the Phoenix Balanced Fund indicates that such fund invests primarily in
a combination of equity and fixed income debt securities that its
investment manager expects to provide current income along with long-term
capital growth and conservation of capital.
18
(3) The assets of Fixed Income Fund C are invested in GICs with various
insurance companies which contractually provide for a guarantee of
principal and interest for the respective contract periods.
The following GICs are continuing:
(i) A four and one-half year contract expiring June 30, 1996 and a
five and one-half year contract expiring June 30, 1997, with
Provident National Assurance Company, effective interest rates
of 6.62% and 6.80%, respectively.
(ii) A four year contract which will expire on December 31, 1997,
with Metropolitan Life Insurance Company, net effective interest
rate of 5.72%.
(iii) A four year contract with The Prudential Life Insurance Company
of America, which will expire on December 31, 1994, net
effective interest rate of 8.98%.
(iv) A four year contract with John Hancock Mutual Life, which will
expire January 2, 1996, net effective interest rate of 6.10%.
(v) A five year contract with Principal Mutual Life, which will
expire December 31, 1996, net effective interest rate of 6.80%.
(4) The assets of Enterprise Common Stock Fund D are invested by the Trustee
in Enterprise Common Stock.
(5) The assets of Stock Index Equities Fund E are invested by the Trustee in
BT Pyramid Equity Index Fund ("Stock Index Equities Fund"), a commingled
stock index equities fund managed by Bankers Trust Company so as to
achieve the approximate return of the Standard and Poor's
500 Composite Stock Price Index.
(6) The assets of Utilities Equities Fund F are invested in the capital stock
of Fidelity Select Portfolios Fund's Utilities Portfolio (the "Fidelity
Utilities Fund") a no-load, open-ended investment company or mutual fund.
The prospectus for the Fidelity Utilities Fund indicates that such fund
invests primarily in equity securities of gas and electric utility
companies and companies engaged in the communications field. The Fidelity
Utilities Fund may, from time to time, include shares of Enterprise
Common Stock or PSE&G preferred stock.
(7) The assets of Government Securities Fund G are invested in the capital
stock of Weiss, Peck and Greer Mutual Fund's Government Securities Fund
(the " WPG Government Securities Fund") a no-load, open-ended investment
company or mutual fund. The prospectus for the WPG Government Securities
Fund indicates that such fund invests primarily in debt obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities which have remaining maturities of one year or more.
19
b. ESOP Fund
Shares of Enterprise Common Stock held as assets of the Plan's ESOP Fund were
transferred to the Plan in 1988 as a result of the spin-off and merger with
the Plan of the bargaining unit portions of the PSE&G's former TRASOP and
PAYSOP. No additional contributions in or transfers into the ESOP Fund are
presently permitted or were allowed during 1993.
c. PARTICIPANTS
Participants
As of December 31,
------------------
1993 1992 1991
---- ---- ----
Total Plan Participants 7,965 7,209 7,126
Participants by Fund
Equities Growth Fund A (1) 1,020 758
Balanced Fund B (1) 660 439
Fixed Income Fund C 4,942 4,807 4,579
Enterprise Common Stock Fund D 2,987 2,704 2,530
Stock Index Equities Fund E 1,850 1,585 1,347
Utilities Equities Fund F (1) 896 519
Government Securities Fund G (1) 415 290
ESOP Fund 1,690 1,822 2,073
- ---------------------
(1) New investment option in 1992
4. UNIT VALUE INFORMATION - SAVINGS ACCOUNT INVESTMENT FUNDS
Unit values of the Investment Funds are determined the last business day of
each month and starting February 1, 1994 will be determined at the end of
each business day (Valuation Date) by dividing the market value of net assets
available for benefits by the number of units allocated to all Participants
as of the respective Valuation Date.
New units are allocated to each Participant's Savings Account monthly and
starting February 1, 1994 will be allocated at the end of each business day
by dividing Deposits made by, or on behalf of, such Participant for the month
and starting February 1, 1994 for each business day and the related Company
Contributions, if any, together with repayment of the principal amount of any
loan to the Participant's Savings Account including interest earned thereon
during the month or business day, respectively, by the unit value determined
as of the Valuation Date. If a Participant makes a transfer between
Investment Funds, makes a withdrawal, receives a distribution or a loan, or
makes a rollover contribution, the amount so transferred, withdrawn,
distributed, loaned, or rolled over is also determined by the unit value of
each Investment Fund as of the applicable Valuation Date for such
transaction.
20
The Investment Fund unit information as of the last business day of each year
is as follows:
Investment Fund Year Unit Value* Number of Units
- --------------- ---- ---------- ---------------
(Dollars)
Equities Growth Fund A (1) 1993 10.000000 347,435.857
1992 1.024268 2,032,849.041
Balanced Fund B (1) 1993 10.000000 181,026.753
1992 1.079134 871,809.551
Fixed Income Fund C 1993 10.000000 2,747,032.952
1992 1.561574 31,973,690.038
1991 1.443844 27,399,496.437
Enterprise Common Stock Fund D 1993 10.000000 6,143,922.175
1992 1.794902 13,235,402.932
1991 1.581855 13,504,065.325
Stock Index Equities Fund E 1993 10.000000 998,756.270
1992 2.043185 3,426,494.513
1991 1.892686 2,681,233.679
Utilities Equities Fund F (1) 1993 9.699076 301,270.143
1992 1.067409 1,183,456.011
Government Securities Fund G (1) 1993 10.000000 133,564.887
1992 1.076746 578,960.254
- -------------------------------
* 1993 Unit Values changed from 1992 as a result of a change in record
keeper in 1993.
(1) New investment option in 1992
ESOP ACCOUNT VALUATION
Enterprise Common Stock share value is determined by using the closing market
price on the New York Stock Exchange as reported in the Wall Street Journal
as Composite Transactions. If a Participant withdraws shares, the shares are,
at Participant's election, either distributed to such Participant or sold by
the Trustee and the proceeds, net of commissions and taxes, are distributed
to the Participant.
The ESOP Fund information as of the last business day of each year is as
follows:
Year Price per share Number of Shares
---- --------------- ----------------
ESOP Fund 1993 $32.000 451,466
1992 $30.875 500,283
1991 $29.375 586,507
21
5. FEDERAL INCOME TAXES
The Internal Revenue Service determined that the Plan and its related Trust,
including the portions of the former TRASOP and PAYSOP applicable to
bargaining unit Participants, which portions were spun-off and merged with
the Plan effective January 1, 1988, qualified under Sections 401(a) and
501(a) of the IRC and, as such, the Plan is exempt from taxation on its
earnings. Participants are not taxed either on Company Contributions or on
the earnings credited to their Savings Account, until distribution of such
Savings Account.
6. COMPLIANCE WITH ERISA
The Plan is generally subject to the provisions of Titles I and II of ERISA,
including the provisions with respect to reporting, disclosure,
participation, vesting and fiduciary responsibility. However it is not
subject to the funding requirements of Title I, and benefits under the Plan
are not guaranteed by the Pension Benefit Guarantee Corporation under Title
IV of ERISA.
7. SUBSEQUENT EVENTS
The assets of Fixed Income Fund C will be invested after December 31, 1993 in
GICs with the following insurance company which contractually provides for a
return of principal and a fixed interest rate for the contract period:
Effective January 1, 1994, a five year contract expiring January 4, 1999
with Allstate Life Insurance Company, effective interest rate of 5.65%.
Starting February 1, 1994 three new investment funds will become
available:
(1) The assets of Stock Index Equities Fund E will be switched from the BT
Pyramid Equity Index Fund to the BT Institutional Equity 500 Index Fund,
a fund with similar investment objectives, that will enable the
recordkeeper to provide Participants with daily valuations.
(2) The assets of Utilities Equities Fund F will be switched from Fidelity
Select Portfolios Fund's Utilities Portfolio to the Fidelity Utilities
Income Fund, a fund with similar investment objectives, that will enable
the recordkeeper to provide Participants with daily valuations.
(3) The assets of International Stock Fund H will be invested in the capital
stock of T. Rowe Price International Stock Funds, Inc. (the "T. Rowe
Price International Stock Fund") a no-load, open-ended investment company
or mutual fund. The prospectus for the T. Rowe Price International Stock
Fund indicates that such fund invests primarily in common stocks of
established non-U.S. companies.
22
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT - ITEM 27a
DECEMBER 31, 1993
Identity of Issue Units/Shares Historical Cost Market Value
- ----------------- ------------ --------------- ------------
Equities Growth Fund A 156,425 $3,700,346 $3,503,930
------- ---------- ----------
Balanced Fund B 112,491 $1,798,426 $1,803,232
------- ---------- ----------
Fixed Income Fund C (Insurance
Annuity Contracts-GICs)
Provident National Assurance Company
6.80%, four and one-half year contract
expiring 6/30/97 9,525,088 $9,525,088 $9,525,088
6.62%, four and one half-year contract
expiring 6/30/96 5,302,056 $5,302,056 $5,302,056
Metropolitan Life Insurance Company
8.39%, four-year contract expiring
1/1/94 8,468,689 $8,468,689 $8,468,689
5.72%, four and one-half year contract
expiring 12/31/97 7,507,842 $7,507,842 $7,507,842
Prudential Life Insurance Company
8.98%, four-year contract expiring
12/31/94 10,471,131 $10,471,131 $10,471,131
Principal Mutual Life Insurance Company
6.80%, five-year contract expiring
12/31/96 8,505,828 $8,505,828 $8,505,828
John Hancock Mutual Life Insurance Company
6.10%, four-year contract expiring
1/2/96 10,573,369 $10,573,369 $10,573,369
---------- ----------- -----------
60,354,003 $60,354,003 $60,354,003
---------- ----------- -----------
Equities Fund D (Common Stock
of Public Service Enterprise
Group, Inc.) 852,542 $24,063,520 $27,281,344
---------- ----------- -----------
Equities Fund E (BT Pyramid Equity
Index Fund) 10,145 $7,895,960 $10,029,607
---------- ----------- ------------
Utilities Equities Fund F 77,558 $3,136,789 $2,914,614
---------- ----------- ------------
Government Securities Fund G 127,926 $1,350,312 $1,326,589
---------- ----------- ------------
Employee Stock Ownership Plan (Common
Stock of Public Service Enterprise
Group, Inc.) 458,176 $5,194,465 $14,661,632
----------- ------------
Total Investments $107,493,821 $121,874,951
Loans to Participants $4,176,049 $4,176,049
------------ ------------
Total Assets Held for Investment $111,669,870 $126,051,000
============ ============
<FN>
Required by Department of Labor Regulation 2520.103-10(b)(6).103-6
23
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
EMPLOYEE SAVINGS PLAN
SCHEDULE OF REPORTABLE CUMULATIVE TRANSACTIONS FOR THE YEAR
ENDED DECEMBER 31, 1993* - Item 27d
Number Number Value Value
of of of of Net
Security Purchases Sales Purchases Sales Gain(Loss)
--------- --------- ---------- --------- ---------
Investment Contracts:
Metropolitan Life
Insurance Company 28 7 $8,395,439 $887,597
Provident National
Assurance Company 50 6 $14,020,817 $9,912,905
BT Pyramid Directed Account
Cash Fund 161 127 $6,492,124 $4,754,961
SCHEDULE OF REPORTABLE INDIVIDUAL TRANSACTIONS FOR THE YEAR
ENDED DECEMBER 31, 1993*
NONE
* Reportable transactions as required by ERISA consist of any transaction or
series of transactions within the plan year with the same person or entity
which, when aggregated, involves an amount that is in excess of 5% of the
current value of plan assets at the beginning of the plan year.
24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
Public Service Electric and Gas Company
Employee Savings Plan
---------------------------------------
(Name of Plan)
By MARTIN P. MELLETT
---------------------------------------
MARTIN P. MELLETT
Chairman of the Employee
Benefits Committee
Date: May 20, 1994
25
EXHIBIT INDEX
Exhibit Number
- -----------------------------------------
1 Public Service Electric and Gas
Company Employee Savings Plan,
Restated and Amended November 16,
1993 effective as of February 1,
1994
2 Independent Auditors' Consent