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 For the fiscal year ended December 31, 1996 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. Equities Growth Fund A NEW YORK LIFE INSURANCE COMPANY TWENTIETH CENTURY INVESTORS, INC. 501 MADISON AVENUE 4500 MAIN STREET NEW YORK, NEW YORK 10010 P.O. BOX 419200 KANSAS CITY, MISSOURI 64141-6200 AIG LIFE INSURANCE COMPANY Balanced Fund B ONE ALICO PLAZA PHOENIX SERIES FUND P.O. BOX 667 101 MUNSON STREET WILMINGTON, DELAWARE 19899 GREENFIELD, MASSACHUSETTS 01301 Stable Value Fund C Enterprise Common Stock Fund D THE PRUDENTIAL LIFE INSURANCE and ESOP Fund COMPANY OF AMERICA PUBLIC SERVICE ENTERPRISE GROUP PRUDENTIAL PLAZA INCORPORATED NEWARK, NEW JERSEY 07101 80 PARK PLAZA NEWARK, NEW JERSEY 07101-1171 METROPOLITAN LIFE INSURANCE COMPANY Large Company Stock Index Fund E ONE MADISON AVENUE BANKERS TRUST COMPANY NEW YORK, NEW YORK 10010-3690 280 PARK AVENUE NEW YORK, NEW YORK 10017 PRINCIPAL MUTUAL LIFE INSURANCE Utilities Equities Fund F COMPANY FIDELITY PORTFOLIOS THE PRINCIPAL FINANCIAL GROUP 82 DEVONSHIRE STREET DES MOINES, IOWA 50392-0001 BOSTON, MASSACHUSETTS 02109 JOHN HANCOCK MUTUAL LIFE COMPANY Intermediate Government Securities Fund G JOHN HANCOCK PLACE VOYAGEUR FUND MANAGERS INC. P.O. BOX 111 90 SOUTH SEVENTH STREET BOSTON, MASSACHUSETTS 02117 SUITE 4400 MINNEAPOLIS, MINNESOTA 55402 ALLSTATE LIFE INSURANCE COMPANY International Stock Fund H ALLSTATE PLAZA WEST T. ROWE PRICE INC. 3100 SANDERS ROAD 100 EAST PRATT STREET NORTHBROOK, ILLINOIS 60062 BALTIMORE, MARYLAND 21202 PROVIDENT NATIONAL ASSURANCE Mid/Small Company Stock Fund COMPANY PUTNAM INVESTMENTS FOUNTAIN SQUARE P.O. BOX 41203 CHATTANOOGA, TENNESSEE 37402 PROVIDENCE, RHODE ISLAND 02940 J.P.MORGAN 60 WALL STREET NEW YORK, NEW YORK 10260 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, 1996 AND 1995...................................... 5-10 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 and 1995........................ 11-16 NOTES TO FINANCIAL STATEMENTS........................................... 17-26 SIGNATURES.............................................................. 27 EXHIBIT INDEX........................................................... 28 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, 1996 and 1995, 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 audits 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, 1996 and 1995, and the changes in net assets available for benefits for 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. This information is the responsibility of the Plan's management. Such information has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. DELOITTE & TOUCHE LLP Parsippany, New Jersey June 25, 1997 PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1996 (Supplemental Information by Fund) Equities Enterprise Growth Balanced Stable Value Common Stock Total Fund A Fund B Fund C Fund D -------------------------------------------------------------------------- ASSETS Investments, at fair value Plan interest in PSE&G Company Master Employee Benefit Plan Trust $ 216,734,220 $ - $ - $ 100,834,108 $ 25,100,017 Receivables-Interest and Dividends 523,198 - - 514,629 8,236 -------------------------------------------------------------------------- Total Assets $ 217,257,418 $ - $ - $ 101,348,737 $ 25,108,253 ========================================================================== LIABILITIES Accounts Payable $ 193,558 $ - $ - $ 319,521 $ 22,896 Transfer to/from PSE&G Company Thrift & Tax-Deferred Savings Plan (181,176) - - (168,771) - Forfeitures 4,830 - - 2,447 355 -------------------------------------------------------------------------- Total Liabilities 17,212 - - 153,197 23,251 -------------------------------------------------------------------------- Net Assets Available for Benefits $ 217,240,206 $ - $ - $ 101,195,540 $ 25,085,002 ========================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1996 (Supplemental Information by Fund (Continued)) Intermediate Large Company Utilities Government International Mid/Small Stock Index Equities Securities Stock Company Fund E Fund F Fund G Fund H Stock Fund -------------------------------------------------------------------------- ASSETS Investments, at fair value Plan interest in PSE&G Company Master Employee Benefit Plan Trust $ 36,476,571 $ - $2,172,925 $ 7,989,413 $ 6,686,242 Receivables-Interest and Dividends - - - - - -------------------------------------------------------------------------- Total Assets $ 36,476,571 $ - $2,172,925 $ 7,989,413 $ 6,686,242 ========================================================================== LIABILITIES Accounts Payable $ 43,629 $ - $ (773) $ (5,186) $ (66,571) Transfer to/from PSE&G Company Thrift & Tax-Deferred Savings Plan - - - - - Forfeitures 911 - 8 123 479 -------------------------------------------------------------------------- Total Liabilities 44,540 - (765) (5,063) (66,092) -------------------------------------------------------------------------- Net Assets Available for Benefits $ 36,432,031 $ - $2,173,690 $ 7,994,476 $ 6,752,334 ========================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1996 (Supplemental Information by Fund (Concluded)) Conservative Moderate Aggressive Pre-Mix Pre-Mix Pre-Mix Holding Trust Portfolio Portfolio Portfolio ESOP Account Loan Fund ------------------------------------------------------------------------------- ASSETS Investments, at fair value Plan interest in PSE&G Company Master Employee Benefit Plan Trust $2,704,371 $6,801,302 $8,960,644 $8,349,458 $48,053 $10,611,116 Receivables-Interest and Dividends - - - 146 187 - ------------------------------------------------------------------------------- Total Assets $2,704,371 $6,801,302 $8,960,644 $8,349,604 $48,240 $10,611,116 =============================================================================== LIABILITIES Accounts Payable $ 3,906 $ (111,156) $ (10,358) $ 15,147 $26,071 $ (43,568) Transfer to/from PSE&G Company Thrift & Tax-Deferred Savings Plan (6,190) (6,215) - - - - Forfeitures 138 196 173 - - - ------------------------------------------------------------------------------- Total Liabilities (2,146) (117,175) (10,185) 15,147 26,071 (43,568) ------------------------------------------------------------------------------- Net Assets Available for Benefits $2,706,517 $6,918,477 $8,970,829 $8,334,457 $22,169 $10,654,684 =============================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1995 (Supplemental Information by Fund) Equities Fixed Enterprise Growth Balanced Income Common Stock Total Fund A Fund B Fund C Fund D ------------------------------------------------------------------------- ASSETS Investments Enterprise Common Stock $ 40,166,821 $ - $ - $ - $ 29,530,922 Equities Growth Fund 10,338,793 10,338,793 - - - Balanced Fund 4,417,994 - 4,417,994 - - Insurance Annuity Contracts (GICs) 86,241,687 - - 86,241,687 - Stock Index Equities Fund 21,714,701 - - - - Utilities Equities Fund 5,059,521 - - - - Government Securities Fund 1,808,476 - - - - International Stock Fund 3,505,134 - - - - ------------------------------------------------------------------------- Total Investments 173,253,127 10,338,793 4,417,994 86,241,687 29,530,922 ------------------------------------------------------------------------- Participant Loans Receivable 9,025,054 - - - - Receivables-Interest and Dividends 1,201,963 6,040 1 463,492 524,388 Cash and Temporary Cash Investments 652,059 - - 318,902 297,917 ------------------------------------------------------------------------- Total Assets $184,132,203 $10,344,833 $4,417,995 $87,024,081 $ 30,353,227 ========================================================================= LIABILITIES Accounts Payable $ 171,011 $ 42,531 $ (1,002) $ (18,803) $ (3,219) Purchases of Securities 510,936 - - - 510,936 Forfeitures 6,856 - - - - ------------------------------------------------------------------------- Total Liabilities 688,803 42,531 (1,002) (18,803) 507,717 ------------------------------------------------------------------------- Net Assets Available for Benefits $183,443,400 $10,302,302 $4,418,997 $87,042,884 $ 29,845,510 ========================================================================= <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1995 (Supplemental Information by Fund (Continued)) Stock Index Utilities Government Equities Equities Securities International Fund E Fund F Fund G Fund H ESOP Fund ---------------------------------------------------------------------------- ASSETS Investments Enterprise Common Stock $ - $ - $ - $ - $ 10,635,899 Equities Growth Fund - - - - - Balanced Fund - - - - - Insurance Annuity Contracts (GICs) - - - - - Stock Index Equities Fund 21,714,701 - - - - Utilities Equities Fund - 5,059,521 - - - Government Securities Fund - - 1,808,476 - - International Stock Fund - - - 3,505,134 - ---------------------------------------------------------------------------- Total Investments 21,714,701 5,059,521 1,808,476 3,505,134 10,635,899 ---------------------------------------------------------------------------- Participant Loans Receivable - - - - - Receivables-Interest and Dividends 219,503 2,881 10,758 (80) (25,020) Cash and Temporary Cash Investments - - - - 129 ---------------------------------------------------------------------------- Total Assets $21,934,204 $5,062,402 $ 1,819,234 $ 3,505,054 $ 10,611,008 ============================================================================ LIABILITIES Accounts Payable $ 212,984 $ (2,191) $ 7,348 $ (77) $ (57,829) Purchases of Securities - - - - - Forfeitures - - - - - ---------------------------------------------------------------------------- Total Liabilities 212,984 (2,191) 7,348 (77) (57,829) ---------------------------------------------------------------------------- Net Assets Available for Benefits $21,721,220 $5,064,593 $ 1,811,886 $ 3,505,131 $ 10,668,837 ============================================================================ <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1995 (Supplemental Information by Fund (Concluded)) Holding Trust Account Loan Fund -------------------------------- ASSETS Investments Enterprise Common Stock $ - $ - Equities Growth Fund - - Balanced Fund - - Insurance Annuity Contracts (GICs) - - Stock Index Equities Fund - - Utilities Equities Fund - - Government Securities Fund - - International Stock Fund - - ---------------------------- Total Investments - - ---------------------------- Participant Loans Receivable - 9,025,054 Receivables-Interest and Dividends - - Cash and Temporary Cash Investments 35,111 - ---------------------------- Total Assets $ 35,111 $9,025,054 ============================ LIABILITIES Accounts Payable $ 17,769 $ (26,500) Purchases of Securities - - Forfeitures 6,856 - ---------------------------- Total Liabilities 24,625 (26,500) ---------------------------- Net Assets Available for Benefits $ 10,486 $9,051,554 ============================ <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1996 (Supplemental Information by Fund) Equities Enterprise Growth Balanced Stable Value Common Stock Total Fund A Fund B Fund C Fund D -------------------------------------------------------------------------------------- ADDITIONS Participant Deposits $ 25,446,411 $ 2,124,415 $ 911,782 $ 12,099,306 $ 2,601,655 Employers Contributions 6,832,948 533,038 231,973 3,384,696 723,595 Interfund Transfers - net - (14,049,337) (5,650,428) (1,021,676) (5,400,095) -------------------------------------------------------------------------------------- Total Deposits and Contributions 32,279,359 (11,391,884) (4,506,673) 14,462,326 (2,074,845) -------------------------------------------------------------------------------------- Income Plan Interest in Master Trust Investment Income 14,157,526 1,552,689 320,176 6,327,021 (1,174,986) -------------------------------------------------------------------------------------- Total Additions 46,436,885 (9,839,195) (4,186,497) 20,789,347 (3,249,831) -------------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 11,907,962 390,739 210,594 6,978,593 1,538,490 Dividends Paid 702,350 - - - - Forfeitures 19,081 2,319 264 8,381 2,128 Transfer to/(from) PSE&G Company Thrift & Tax-Deferred Savings Plan 10,686 70,049 21,642 (350,283) (29,941) -------------------------------------------------------------------------------------- Total Deductions 12,640,079 463,107 232,500 6,636,691 1,510,677 -------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 33,796,806 (10,302,302) (4,418,997) 14,152,656 (4,760,508) NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 183,443,400 10,302,302 4,418,997 87,042,884 29,845,510 -------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 217,240,206 $ - $ - $ 101,195,540 $ 25,085,002 ====================================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1996 (Supplemental Information by Fund (Continued)) Large Company Utilities Interm. Gov't. International Mid/Small Stock Index Equities Securities Stock Company Fund E Fund F Fund G Fund H Stock Fund ------------------------------------------------------------------------------------- ADDITIONS Participant Deposits $ 4,305,948 $ 908,928 $ 418,981 $ 1,147,174 $ 264,750 Employers Contributions 1,091,139 236,244 109,485 275,435 66,725 Interfund Transfers - net 4,795,229 (6,265,669) (127,450) 2,483,959 6,479,440 ------------------------------------------------------------------------------------- Total Deposits and Contributions 10,192,316 (5,120,497) 401,016 3,906,568 6,810,915 ------------------------------------------------------------------------------------- Income Plan Interest in Master Trust Investment Income 6,062,703 281,058 55,842 852,322 9,624 ------------------------------------------------------------------------------------- Total Additions 16,255,019 (4,839,439) 456,858 4,758,890 6,820,539 ------------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 1,355,392 199,146 93,157 245,548 67,929 Dividends Paid - - - - - Forfeitures 2,848 239 18 1,884 276 Transfer to/(from) PSE&G Company Thrift & Tax-Deferred Savings Plan 185,968 25,769 1,879 22,113 - ------------------------------------------------------------------------------------- Total Deductions 1,544,208 225,154 95,054 269,545 68,205 ------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 14,710,811 (5,064,593) 361,804 4,489,345 6,752,334 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 21,721,220 5,064,593 1,811,886 3,505,131 - ------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 36,432,031 $ - $2,173,690 $ 7,994,476 $ 6,752,334 ===================================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1996 (Supplemental Information by Fund (Concluded)) Conservative Moderate Aggressive Pre-Mix Pre-Mix Pre-Mix Holding Trust Portfolio Portfolio Portfolio ESOP Account Loan Fund ------------------------------------------------------------------------------- ADDITIONS Participant Deposits $ 82,986 $ 218,743 $ 361,743 $ - $ - $ - Employers Contributions 19,434 62,437 98,747 - - - Interfund Transfers - net 2,591,459 6,555,161 8,294,731 (498,329) - 1,813,005 ------------------------------------------------------------------------------- Total Deposits and Contributions 2,693,879 6,836,341 8,755,221 (498,329) - 1,813,005 ------------------------------------------------------------------------------- Income Plan Interest in Master Trust Investment Income 67,943 167,343 272,023 (636,417) 11,683 (11,498) ------------------------------------------------------------------------------- Total Additions 2,761,822 7,003,684 9,027,244 (1,134,746) 11,683 1,801,507 ------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 55,167 85,011 56,025 492,326 - 139,845 Dividends Paid - - - 702,350 - - Forfeitures 138 196 390 - - - Transfer to/(from) PSE&G Company Thrift & Tax-Deferred Savings Plan - - - 4,958 - 58,532 ------------------------------------------------------------------------------- Total Deductions 55,305 85,207 56,415 1,199,634 - 198,377 ------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 2,706,517 6,918,477 8,970,829 (2,334,380) 11,683 1,603,130 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR - - - 10,668,837 10,486 9,051,554 ------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $2,706,517 $6,918,477 $8,970,829 $8,334,457 $22,169 $10,654,684 =============================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1995 (Supplemental Information by Fund) Equities Fixed Enterprise Growth Balanced Income Common Stock Total Fund A Fund B Fund C Fund D ------------------------------------------------------------------------- ADDITIONS Participant Deposits $ 21,842,876 $ 1,835,808 $ 754,556 $11,989,600 $ 2,620,828 Employers Contributions 6,797,565 550,096 241,944 3,777,018 849,664 Interfund Transfers - net - 2,519,830 782,361 (5,058,146) (2,479,248) ------------------------------------------------------------------------- Total Deposits and Contributions 28,640,441 4,905,734 1,778,861 10,708,472 991,244 ------------------------------------------------------------------------- Income Interest 5,286,936 - - 5,271,061 15,351 Dividends 5,398,669 1,414,599 304,086 - 2,004,014 Loan Interest Income - 37,488 14,506 271,639 66,069 ------------------------------------------------------------------------- Total Income 10,685,605 1,452,087 318,592 5,542,700 2,085,434 ------------------------------------------------------------------------- Appreciation (Depreciation) of Investments 10,735,738 (503,624) 324,213 - 3,833,515 ------------------------------------------------------------------------- Total Additions 50,061,784 5,854,197 2,421,666 16,251,172 6,910,193 ------------------------------------------------------------------------- DEDUCTIONS Withdrawals 7,421,656 318,174 142,031 4,503,151 1,288,475 Dividends Paid 771,047 - - - - Forfeitures 6,856 496 342 4,810 762 Transfer to/(from) PSE&G Company Thrift & Tax-Deferred Savings Plan (469,847) (4,661) 41,453 (269,130) (243,817) ------------------------------------------------------------------------- Total Deductions 7,729,712 314,009 183,826 4,238,831 1,045,420 ------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 42,332,072 5,540,188 2,237,840 12,012,341 5,864,773 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 141,111,328 4,762,114 2,181,157 75,030,543 23,980,737 ------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $183,443,400 $10,302,302 $4,418,997 $87,042,884 $29,845,510 ========================================================================= <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1995 (Supplemental Information by Fund (Continued)) Stock Index Utilities Government Equities Equities Securities International Fund E Fund F Fund G Fund H ESOP Fund ------------------------------------------------------------------------- ADDITIONS Participant Deposits $ 2,697,700 $ 781,957 $ 358,931 $ 803,496 $ - Employers Contributions 798,405 239,897 112,777 227,764 - Interfund Transfers - net 2,413,700 510,292 (166,111) (890,648) (205,743) ------------------------------------------------------------------------- Total Deposits and Contributions 5,909,805 1,532,146 305,597 140,612 (205,743) ------------------------------------------------------------------------- Income Interest - - - - 524 Dividends 496,577 213,284 91,639 103,423 771,047 Loan Interest Income 74,403 15,894 6,348 15,765 - ------------------------------------------------------------------------- Total Income 570,980 229,178 97,987 119,188 771,571 ------------------------------------------------------------------------- Appreciation (Depreciation) of Investments 4,474,967 714,133 179,458 219,939 1,470,331 ------------------------------------------------------------------------- Total Additions 10,955,752 2,475,457 583,042 479,739 2,036,159 ------------------------------------------------------------------------- DEDUCTIONS Withdrawals 683,921 153,603 34,550 139,113 526,967 Dividends Paid - - - - 771,047 Forfeitures 27 - 311 108 - Transfer to/(from) PSE&G Company Thrift & Tax-Deferred Savings Plan 27,346 7,698 16,339 16,048 173 ------------------------------------------------------------------------- Total Deductions 711,294 161,301 51,200 155,269 1,298,187 ------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 10,244,458 2,314,156 531,842 324,470 737,972 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 11,476,762 2,750,437 1,280,044 3,180,661 9,930,865 ------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 21,721,220 $ 5,064,593 $1,811,886 $ 3,505,131 $10,668,837 ========================================================================= <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1995 (Supplemental Information by Fund (Concluded)) Holding Trust Account Loan Fund ----------------------------- ADDITIONS Participant Deposits $ - $ - Employers Contributions - - Interfund Transfers - net - 2,573,713 ---------------------------- Total Deposits and Contributions - 2,573,713 ---------------------------- Income Interest - - Dividends - - Loan Interest Income - (502,112) ---------------------------- Total Income - (502,112) ---------------------------- Appreciation (Depreciation) of Investments 3,138 19,668 ---------------------------- Total Additions 3,138 2,091,269 ---------------------------- DEDUCTIONS Withdrawals (368,329) Dividends Paid - - Forfeitures - - Transfer to/(from) PSE&G Company Thrift & Tax-Deferred Savings Plan (61,296) ---------------------------- Total Deductions - (429,625) ---------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 3,138 2,520,894 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 7,348 6,530,660 ---------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 10,486 $9,051,554 ============================ <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> 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 PSE&G (Eligible Employees). It was first offered to Eligible Employees in November 1987 as a result of collective bargaining, and contributions began in January 1988. Effective January 1, 1996, the Trust that held the Plan's assets became the PSE&G Master Employee Benefit Plan Trust, (Master Trust), a Master Trust covering this Plan and the PSE&G Thrift and Tax-Deferred Savings Plan (Thrift Plan). (See Note 4. Investment in Master Trust.) The Plan was last amended September 3, 1996, effective October 1, 1996, except for changes listed below, which are effective as of January 1, 1997. The Plan amendments made during 1996 provide the following, effective October 1, 1996: Equities Growth Fund A, Balanced Fund B, and Utilities Equities Fund F were discontinued; Mid/Small Company Stock Fund, Conservative Pre-Mix Portfolio, Moderate Pre-Mix Portfolio, and Aggressive Pre-Mix Portfolio were added; Fund C was renamed Stable Value Fund rather than Fixed Income Fund, Fund E was renamed Large Company Stock Index Fund rather than Stock Index Equities Fund, and Fund G was renamed Intermediate Government Securities Fund rather than Government Securities Fund. The Plan permits, among other things, participation in the Plan by Affiliates of PSE&G and their bargaining unit employees (each such participating Affiliate with PSE&G, an "Employer"). 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 PSE&G Tax Reduction Act Employee Stock Ownership Plan (TRASOP) and/or the PSE&G Payroll-Based Employee Stock Ownership Plan (PAYSOP), which plans were merged into this Plan in 1988. An employee may participate in the Plan from the date of hire. Matching Company Contributions begin when an employee has completed one Year of Service. Any Employee who, at the time he/she becomes employed by the Company, is a participant in the Thrift Plan, shall automatically be enrolled in the Plan and all balances in the Thrift Plan shall be transferred to the Plan and all contribution and investment elections in effect for the Thrift Plan shall remain in effect. Certain Eligible Employees may also elect to have a distribution from another qualified corporate plan contributed as a rollover contribution with the approval of PSE&G's Employee Benefits Committee (Committee), the Plan Administrator. The following changes were effective January 1, 1997: 1. to allow Basic Deposits in any integral multiple of 1% of Compensation to a total of 7%, rather than 5%; 2. to allow Supplemental Deposits in any integral multiple of 1% of Compensation to a total of 18%, rather than 20%; 3. all administrative expenses as well as taxes and brokerage costs will be deducted from the Trust Fund, rather than paid directly by the Company and its Participating Affiliates. Under the Plan, each participating employee (Participant) may elect to make basic deposits to Investment Funds of such Participant's choosing within the Savings Account Fund of 1% - 7% of his/her compensation (Basic Deposits), and his/her Employer will contribute an amount equal to 50% thereof, subject to certain exceptions and limitations (Employer Contributions). Employer Contributions with respect to Basic Deposits in excess of 5% of Compensation for Participants who are employed by the Company are made in shares of the Common Stock of Public Service Enterprise Group Incorporated (Enterprise), the parent of the Company, and are not available for transfer to any other Fund or withdrawal from the Plan prior to the Participant's termination of employment. In addition, a Participant may elect to make supplemental deposits to his/her Savings Account Fund in increments of 1% of Compensation up to an additional 18% of Compensation (Supplemental Deposits), subject to certain limitations, without any corresponding matching Employer Contribution. Participants may designate such Basic and/or Supplemental Deposits as Nondeferred (post-income tax contributions) or Deferred (pre-income tax contributions). Participants employed by CEA Newark Bay Services, Inc., an affiliate of PSE&G, may elect to make basic deposits to Investment Funds of such Participant's choosing within the Savings Account Fund of 1% - 6% of their Basic Deposits, and the Employer will contribute an amount equal to 50% thereof, subject to certain exceptions and NOTES TO FINANCIAL STATEMENTS -(Continued) limitations (Employer Contributions). In addition, CEA Newark Bay Services, Inc. Participants may elect to make supplemental deposits to their Savings Account Fund in increments of 1% of Compensation up to an additional 19% of Compensation (Supplemental Deposits), subject to certain limitations, without any corresponding matching Employer Contribution. Participants may designate such Basic and/or Supplemental Deposits as Nondeferred (post-income tax contributions) or Deferred (pre-income tax contributions). Each Participant may also, within any Plan Year, make one or more Additional Lump Sum Deposits on a Nondeferred basis in the minimum amount of $250 and in such total amounts which, when aggregated with such Participant's Basic Deposits and Supplemental Deposits, do not exceed 25% of his or her Compensation for that Plan Year. The maximum amount of Deferred Deposits to a Participant's Savings Account may have to be limited to less than 25% 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. 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 Employer, rollover contributions from other qualified plans and Additional Lump Sum Deposits. Deposits by Participants and Employer 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 which funds to invest Deposits and Employer Contributions in from among the Investment Funds offered under the Plan. Bankers Trust Company is the Trustee of the Master Trust established pursuant to the Plan. Loan Provisions The Trustee may, subject to the approval of PSE&G's Director Performance and Rewards, lend a Participant an amount up to 50% of the value of the vested portion of such Participant's Savings Account and ESOP Fund, 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 to 60 months as selected by the Participant. However, a Participant may prepay any such loan in full or in part in a lump sum 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 Employer Contributions. Each loan bears interest at a rate fixed from time to time by the Committee taking into consideration the then-current interest rates being charged. The rate of interest applicable to any loan at its inception remains in effect for the duration of such loan. During 1996, the rate of interest on loans granted to Participants, by quarter and starting with the first quarter, was 8-1/2%, 8-1/4%, 8-1/4%, 8-1/4%. (See Note 2. SIGNIFICANT ACCOUNTING POLICIES - Loans.) NOTES TO FINANCIAL STATEMENTS -(Continued) 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of the Plan have been prepared in accordance with generally accepted accounting principles. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 Employer Contributions in the Stable Value Fund C are invested in either traditional Guaranteed Investment Contracts (Traditional GICs) issued by insurance companies, or Benefit Responsive Agreements (Synthetic GICs) which are similar to traditional GICs in terms of their ability to preserve principal and provide a stable rate of return. Synthetic GICs are different in that they are backed or secured by a separate portfolio of high-quality fixed income securities that are directly owned by the Fund. The portfolio is wrapped by a "book value wrapper", usually a financial institution other than the manager of the Synthetic GIC, which provides a crediting rate and which guarantees that benefit repayments will be made at book value. Deposits and Employer Contributions earn interest at the composite rate of all GICs in which the assets of such fund are then invested. Such rate varies as such Traditional and Synthetic GICs mature or are entered into, and as Deposits and Employer Contributions are made to and withdrawn from such contracts. Under the contracts in effect during 1996, the composite rate of interest earned by such assets so invested was not less than 6.74%. ESOP Fund Participants receive quarterly payments directly from the Trustee equal to the dividends paid to the Trustee on the shares of Enterprise Common Stock held for their ESOP Fund. Valuation of Investments Investments of Equities Growth Fund A, Balanced Fund B, Enterprise Common Stock Fund D, Large Company Stock Index Fund E, Utilities Equities Fund F, Intermediate Government Securities Fund G, International Stock Fund H, and the shares of Enterprise Common Stock held by the ESOP Fund are based upon quoted market values. The value of Stable Value 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 end of the Plan year. Reclassifications Certain reclassifications of prior year data have been made to conform with the current presentation. NOTES TO FINANCIAL STATEMENTS -(Continued) Expenses of Plan Effective January 1, 1997, all expenses incurred with the administration of the Plan, including taxes and brokerage costs, will be deducted from the Trust Fund. However, in 1996 and 1995, 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 and its Participating Affiliates. 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, on the open market through a broker or from the ESOP Fund. 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 on the transaction. Otherwise, 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 transfer taxes are paid by the Trust Fund. 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 Employer 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). Interfund Transfers - ESOP Fund to Savings Account Participants are permitted to transfer all, but not less than all, shares from their ESOP Funds to their Savings Accounts. To effect such transfers, the Trustee will sell the shares of Enterprise Common Stock held in the ESOP Fund and invest the proceeds in the Savings Account Funds designated by the Participant. The cash value of each share of Enterprise Common Stock 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. Holding Account The Holding Account is a vehicle to record the transactions from either one fund to another fund or to an outside source. Daily balances which remain in the NOTES TO FINANCIAL STATEMENTS -(Continued) account are invested in temporary cash accounts until disbursement. Activity within the Holding Account includes inflows and outflows of cash related to fund transfers, employee and employer contributions, withdrawals, receipts of dividends and interest, benefit payments and loan transactions. Vesting Employer Contributions to a Participant's Savings Account are immediately vested upon a Participant's completion of five years of service with an Employer, or when a Participant is eligible for retirement, is disabled, laid off or dies. All amounts credited to a Participant's ESOP Fund are fully vested. Penalties Upon Withdrawal If a Participant withdraws vested Employer Contributions and/or Deposits before they have been in the Plan for twenty-four months, such Participant loses the matching Employer Contributions on Deposits made during the subsequent three months. Distributions to Participants electing to withdraw Nondeferred Deposits and Employer Contributions are made as soon as practicable after such elections are received by the Plan's Record Keeper. Nondeferred 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 As of December 31, 1996, and 1995, the net assets available for benefits included benefits due to Participants who have elected to withdraw from the Plan in the amounts of $337,562 and $70,644, respectively. Such amounts are not reflected as liabilities in the financial statements of the Plan. 3. INVESTMENTS The financial statements of the Plan include the following: a. Savings Account Investment Funds (1) Effective October, 1996, the Equities Growth Fund A was discontinued. Prior to that date, the assets of Equities Growth Fund A were invested in the capital stock of the Twentieth Century Investors Inc. Growth Fund (the "Twentieth Century Growth Fund") a no-load, open-ended mutual fund. The prospectus for the Twentieth Century Growth Fund indicated 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) Effective October 1996, the Balanced Fund B was discontinued. Prior to that date, the assets of Balanced Fund B were invested in the capital stock of Phoenix Balanced Fund a no-load, open-ended mutual fund. The prospectus for the Phoenix Balanced Fund indicated 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. (3) The assets of Stable Value Fund C are invested in GICs and similar investment instruments issued by insurance companies or other financial institutions which contractually provide for a guarantee of principal and interest for the respective contract periods. All contract values approximate fair value. NOTES TO FINANCIAL STATEMENTS -(Continued) The following GICs are continuing: (i) A four and one-half year contract expiring June 30, 1997, with Provident National Assurance Company, effective interest rate of 6.80%, contract value of $11,668,348; (ii) A four-year and four and one-half year contract expiring December 31, 1997 and December 31, 1999, respectively, with Metropolitan Life Insurance Company, effective interest rates of 5.72% and 8.12%, contract values of $5,881,080 and $5,842,467, respectively; (iii) A five-year contract expiring January 1, 1997, with Principal Mutual Life Insurance Company, effective interest rate of 6.80%, contract value of $8,363,527; (iv) A five-year contract expiring January 4, 1999, with Allstate Life Insurance Company, effective interest rate of 5.65%, contract value of $14,118,795; (v) A five-year contract expiring June 30, 1999, with New York Life Insurance Company, effective interest rate of 7.07%, contract value of $8,274,200; (vi) A five-year contract expiring December 31, 1999, with Prudential Life Insurance Company, effective interest rate of 8.01%, contract value of $13,398,532; and (vii) A five-year contract expiring June 30, 2000, with AIG Life Insurance Company, effective interest rate of 6.14%, contract value of $7,970,698. The following Synthetic GIC is continuing in effect: An open-ended contract with J.P. Morgan as the book value wrapper and Pacific Investment Management Company managing the underlying portfolio providing an effective credit rate, as of December 31, 1996, of 7.26% and contract value of $11,614,911. The credit rate for the Synthetic GIC effective January 1, 1997 through March 31, 1997 was 7.22%. (4) The assets of Enterprise Common Stock Fund D are invested by the Trustee in Enterprise Common Stock. (5) The assets of Large Company Stock Index Fund E are invested by the Trustee in Bankers Trust Institutional Equity 500 Index Fund ("Stock Index Equities Fund"), a no-load mutual 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) Effective October, 1996, the Utilities Equities Fund F was discontinued. Prior to that date, the assets of Utilities Equities Fund F were invested in the capital stock of Fidelity Income Fund Utilities (the "Fidelity Utilities Fund"), a no-load, open-ended mutual fund. The prospectus for the Fidelity Utilities Fund indicated 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. NOTES TO FINANCIAL STATEMENTS -(Continued) (7) The assets of Intermediate Government Securities Fund G are invested in the capital stock of Voyageur U.S. Government Securities Fund (the "Voyageur U.S. Government Securities Fund"), an open-ended mutual fund. The prospectus of the Voyageur U.S. Government Securities Fund indicates that such fund invests primarily in U.S. Treasury bills, notes, bonds and other obligations issued or unconditionally guaranteed by the U.S. Government, or otherwise backed by the full faith and credit of the U.S. Government, and repurchase agreements fully secured by such obligations. (8) The assets of International Stock Fund H are invested in the capital stock of T. Rowe Price International Funds Inc. (the "T. Rowe Price International Stock Fund"), a no-load, open-ended investment company or mutual fund. The prospectus for T. Rowe Price International Stock Fund indicates that such fund invests primarily in common stocks of established, non-U.S. companies. (9) The assets of Mid/Small Company Stock Fund, a new investment option in 1996, are invested in the Putnam Vista Fund, an open-ended, diversified management investment company. The prospectus for the Putnam Vista Fund indicates that such fund invests in a diversified portfolio of common stocks which may include widely-traded common stocks of larger companies as well as common stocks of smaller, less well-known companies. (10) The assets of the Conservative Pre-Mix Portfolio, a new investment option in 1996, are invested in specific percentages within a mix of five existing funds: 40% Stable Value, 20% Intermediate Government Securities, 20% Large Company Stock Index, 10% International Stock, and 10% Mid/Small Company Stock. Every quarter the Trustee re-aligns this portfolio to match its conservative (risk and return) investment strategy of 60% in bonds and 40% in stocks. (11) The assets of the Moderate Pre-Mix Portfolio, a new investment option in 1996, are invested in specific percentages within a mix of five existing funds: 25% Large Company Stock Index, 20% Stable Value, 20% International Stock, 20% Intermediate Government Securities, and 15% Mid/Small Company Stock. Every quarter the Trustee re-aligns this portfolio to match its moderate (risk and return) investment strategy of 60% in stocks and 40% in bonds. (12) The assets of the Aggressive Pre-Mix Portfolio, a new investment option in 1996, are invested in specific percentages within a mix of four existing funds: 30% Large Company Stock Index, 25% International Stock, 25% Mid/Small Company Stock, and 20% Intermediate Government Securities. Every quarter the Trustee re-aligns this portfolio to match its aggressive (risk and return) investment strategy of 80% in stocks and 20% in bonds. 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 PSE&G's former TRASOP and PAYSOP. No additional contributions in or transfers into the ESOP Fund are presently permitted or were allowed during 1996. NOTES TO FINANCIAL STATEMENTS -(Continued) c. PARTICIPANTS Participants As of December 31, ------------------ 1996 1995 Total Plan Participants 7,704 7,585 - ----------------------- ----- ----- Participants by Fund -------------------- Equities Growth Fund A (1) --- 1,700 Balanced Fund B (1) --- 921 Stable Value Fund C 1,968 4,740 Enterprise Common Stock Fund 1,812 2,659 Large Company Stock Index Fund E 1,251 2,243 Utilities Equities Fund F (1) --- 1,014 Interm. Government Securities Fund G 245 493 International Stock Fund H 630 688 Mid/Small Company Stock Fund (2) 454 --- Conservative Pre-Mix Portfolio (2) 144 --- Moderate Pre-Mix Portfolio (2) 326 --- Aggressive Pre-Mix Portfolio (2) 446 --- ESOP Fund 1,176 1,328 - --------------------------------------------- (1) Fund discontinued in 1996 (2) New Investment Fund in 1996 4. INVESTMENT IN MASTER TRUST Effective January 1, 1996, the Plan's investments are included in the Master Trust which was established for the investment of assets of the Plan and the Thrift Plan. Accordingly, a ratio is used to separate the Thrift Plan balances from the Savings Plan balances based on the Statement of Net Assets Available for Plan Benefits. The ratio is calculated by dividing individual fund totals from one Plan by the Master Trust totals. Each percentage has been carried out to the eighth decimal. As of December 31, 1996, the Plan's interest in the net assets of the Master Trust was approximately 33%. The following table presents the fair values of investments for the Master Trust. December 31, 1996 Investments at fair value: Participant Loans $ 22,451,539 Cash and Cash equivalents 41,413,758 Common Stock of Public Service Enterprise Group 75,274,227 Mutual Funds 218,696,575 Guaranteed Insurance Contracts 308,079,794 ------------ $665,915,893 ============ Investment income for the Master Trust is as follows: Net appreciation in fair value of Mutual Funds $ 30,374,351 Net depreciation in fair value of Common Stock of Enterprise (11,569,069) Interest from Mutual Funds 45,265 Interest from Common Stock of Enterprise Funds 154,745 Interest from Guaranteed Insurance Contracts 20,845,795 Dividends from Mutual Funds 2,148,761 Dividends from Common Stock of Enterprise 6,676,501 ------------ $ 48,676,349 ============ NOTES TO FINANCIAL STATEMENTS -(Continued) 5. UNIT VALUE INFORMATION - SAVINGS ACCOUNT INVESTMENT FUNDS Unit values of the Investment Funds are determined at the end of each business day (Valuation Day) 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 at the end of each business day by dividing Deposits made by, or on behalf of, such Participant for such business day and the related Employer Contributions, if any, together with repayment of the principal amount of any loan to the Participant's Savings Account including interest earned thereon by the unit value determined as of the end 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. The unit information of investments by Investment Fund as of the last business day of each year is as follows: Unit Value Investment Fund Year (Dollars) Number of Units - ---------------- ---- ----------- --------------- Equities Growth Fund A (1) 1996 10.000000 --- 1995 19.390000 533,202.321 Equities Fund B (1) 1996 10.000000 --- 1995 16.800000 262,975.833 Stable Value Fund C 1996 12.098876 8,350,095.525 1995 11.335599 7,608,039.681 Enterprise Common Stock Fund D 1996 9.916231 2,526,215.433 1995 11.755127 2,512,173.794 Large Company Stock Index Fund E 1996 11.659470 3,124,673.082 1995 13.970000 1,554,380.888 Utilities Equities Fund F (1) 1996 10.000000 --- 1995 16.160000 313,089.171 Intermediate Government Securities Fund G 1996 10.507339 206,692.815 1995 10.783011 167,715.307 International Stock Fund H 1996 10.966759 728,973.380 1995 12.230000 286,601.308 Mid/Small Company Stock Fund (2) 1996 9.984863 676,256.863 Conservative Pre-Mix Portfolio (2) 1996 10.316356 261,752.007 Moderate Pre-Mix Portfolio (2) 1996 10.370244 666,547.701 Aggressive Pre-Mix Portfolio (2) 1996 10.399420 861,443.643 - ----------------------------------- (1) Fund discontinued in 1996 (2) New Investment Fund in 1996 NOTES TO FINANCIAL STATEMENTS -(Concluded) ESOP FUND 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 the 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 1996 $27.250 306,402 1995 $30.625 347,295 5. FEDERAL INCOME TAXES The Company believes 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, are qualified under Sections 401(a) and 501(a) of the IRC and, as such, the Plan is exempt from taxation on its earnings. A determination letter to such effect, dated December 29, 1995, was obtained from the Internal Revenue Service. Participants are not taxed on Company Contributions, Deferred Deposits, 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. 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 M. PETER MELLETT --------------------------------- M. PETER MELLETT Chairman of the Employee Benefits Committee Date: June 30, 1997 EXHIBIT INDEX Exhibit Number - -------------- 1 Public Service Electric and Gas Company Employee Savings Plan, as amended as of September 3, 1996, and effective October 1, 1996. 2 Independent Auditors' Consent.