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 THRIFT AND TAX-DEFERRED 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 TWENTIETH CENTURY INVESTORS, INC. PROVIDENT NATIONAL ASSURANCE COMPANY 4500 MAIN STREET FOUNTAIN SQUARE P.O. BOX 419200 CHATTANOOGA, TENNESSEE 37402 KANSAS CITY, MISSOURI 64141-6200 NEW YORK LIFE INSURANCE COMPANY Balanced Fund B 501 MADISON AVENUE PHOENIX SERIES FUND NEW YORK, NEW YORK 10010 101 MUNSON STREET GREENFIELD, MASSACHUSETTS 01301 AIG LIFE INSURANCE COMPANY ONE ALICO PLAZA Stable Value Fund C P.O. BOX 667 THE PRUDENTIAL LIFE INSURANCE COMPANY WILMINGTON, DELAWARE 19899 OF AMERICA PRUDENTIAL PLAZA Enterprise Common Stock Fund D NEWARK, NEW JERSEY 07101 and ESOP Fund PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED METROPOLITAN LIFE INSURANCE COMPANY 80 PARK PLAZA ONE MADISON AVENUE NEWARK, NEW JERSEY 07101-1171 NEW YORK, NEW YORK 10010-3690 Large Company Stock Index Fund E BANKERS TRUST COMPANY PRINCIPAL MUTUAL LIFE INSURANCE 280 PARK AVENUE COMPANY NEW YORK, NEW YORK 10017 THE PRINCIPAL FINANCIAL GROUP DES MOINES, IOWA 50392-0001 Utilities Equities Fund F FIDELITY PORTFOLIOS 82 DEVONSHIRE STREET JOHN HANCOCK MUTUAL LIFE COMPANY BOSTON, MASSACHUSETTS 02109 JOHN HANCOCK PLACE P. O. BOX 111 Intermediate Government Securities G BOSTON, MASSACHUSETTS 02117 Fund G VOYAGEUR FUND MANAGERS INC. 90 SOUTH SEVENTH STREET SUITE 4400 ALLSTATE LIFE INSURANCE COMPANY MINNEAPOLIS, MINNESOTA 55402 ALLSTATE PLAZA WEST 3100 SANDERS ROAD International Stock Fund H NORTHBROOK, ILLINOIS 60062 T. ROWE PRICE INC. 100 EAST PRATT STREET TRANSAMERICA OCCIDENTAL LIFE INS. BALTIMORE, MARYLAND 2120 1150 SOUTH OLIVE LOS ANGELES, CALIFORNIA 90015 Mid/Small Company Stock Fund PUTNAM INVESTMENTS FIRST ALLMERICA FINANCIAL LIFE P.O. BOX 41203 INSURANCE COMPANY PROVIDENCE, RHODE ISLAND 02940 440 LINCOLN STREET WORCESTER, MASSACHUSETTS 01653 J.P.MORGAN 60 WALL STREET NEW YORK, NEW YORK 10260 PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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....................................... 17-27 SIGNATURES.......................................................... 28 EXHIBIT INDEX....................................................... 29 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 Thrift and Tax- Deferred 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 THRIFT AND TAX-DEFERRED 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 $449,181,673 $ - $ - $ 231,052,943 $ 42,281,519 Master Employee Benefit Plan Trust Receivables-Interest and Dividends 1,273,044 - - 1,258,680 13,873 --------------------------------------------------------------------- Total Assets $450,454,717 $ - $ - $ 232,311,623 $ 42,295,392 ===================================================================== LIABILITIES Accounts Payable $ 195,199 $ - $ - $ 143,307 $ 38,569 Transfer to/from PSE&G Company Employee Savings Plan 181,176 - - 168,771 - Forfeitures 4,303 - - - 598 --------------------------------------------------------------------- Total Liabilities 380,678 - - 312,078 39,167 --------------------------------------------------------------------- Net Assets Available for Benefits $450,074,039 $ - $ - $ 231,999,545 $ 42,256,225 ===================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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 $75,429,866 $ - $5,411,340 $19,716,058 $15,217,008 Receivables-Interest and Dividends - - - - - -------------------------------------------------------------------- Total Assets $75,429,866 $ - $5,411,340 $19,716,058 $15,217,008 ==================================================================== LIABILITIES Accounts Payable $ 90,219 $ - $ 2,804 $ (12,800) $ (151,503) Transfer to/from PSE&G Company Employee Savings Plan - - - - - Forfeitures 1,885 - 21 304 1,091 -------------------------------------------------------------------- Total Liabilities 92,104 - 2,825 (12,496) (150,412) -------------------------------------------------------------------- Net Assets Available for Benefits $75,337,762 $ - $5,408,515 $19,728,554 $15,367,420 ==================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1996 (Supplemental Information by Fund (Continued)) 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 $8,453,723 $20,189,441 $14,165,616 $5,339,552 $89,921 $11,834,686 Receivables-Interest and Dividends - - - 93 398 - --------------------------------------------------------------------------------- Total Assets $8,453,723 $20,189,441 $14,165,616 $5,339,645 $90,319 $11,834,686 ================================================================================= LIABILITIES Accounts Payable $ 9,114 $ 75,319 $ (16,376) $ 9,686 $43,210 $ (36,350) Transfer to/from PSE&G Company Employee Savings Plan 6,190 6,215 - - - - Forfeitures 43 87 274 - - - --------------------------------------------------------------------------------- Total Liabilities 15,347 81,621 (16,102) 9,686 43,210 (36,350) --------------------------------------------------------------------------------- Net Assets Available for Benefits $8,438,376 $20,107,820 $14,181,718 $5,329,959 $47,109 $11,871,036 ================================================================================= <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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 $ 65,343,084 $ - $ - $ - $57,979,587 Equities Growth Fund 23,362,801 23,362,801 - - - Balanced Fund 12,096,913 - 12,096,913 - - Insurance Annuity Contracts (GICs ) 227,071,949 - - 227,071,949 - Stock Index Equities Fund 52,506,341 - - - - Utilities Equities Fund 12,524,247 - - - - Government Securities Fund 6,535,810 - - - - International Stock Fund 10,913,105 - - - - --------------------------------------------------------------------------- Total Investments 410,354,250 23,362,801 12,096,913 227,071,949 57,979,587 --------------------------------------------------------------------------- Participant Loans Receivable 13,154,101 - - - - Receivables-Interest and Dividends 3,051,675 91,252 (86) 1,299,563 1,018,887 Cash and Temporary Cash Investments 4,483,854 - - 3,556,107 265,618 --------------------------------------------------------------------------- Total Assets $431,043,880 $23,454,053 $12,096,827 $231,927,619 $59,264,092 =========================================================================== LIABILITIES Accounts Payable $ 1,591,802 $ 96,698 $ (3,140) $ 272,992 $ 35,405 Purchases of Securities 1,007,474 - - - 1,007,474 Forfeitures 100,450 - - - - Other (45,570) (5,765) 487 (34,433) 825 --------------------------------------------------------------------------- Total Liabilities 2,654,156 90,933 (2,653) 238,559 1,043,704 --------------------------------------------------------------------------- Net Assets Available for Benefits $428,389,724 $23,363,120 $12,099,480 $231,689,060 $58,220,388 =========================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1995 (Supplemental Information by Fund (Continued)) Stock Index Utilities Government T.Rowe Price Equities Equities Securities Internat.Stock Fund E Fund F Fund G Fund H ESOP Fund ------------------------------------------------------------------------- ASSETS Investments Enterprise Common Stock $ - $ - $ - $ - $7,363,497 Equities Growth Fund - - - - - Balanced Fund - - - - - Insurance Annuity Contracts (GICs) - - - - - Stock Index Equities Fund 52,506,341 - - - - Utilities Equities Fund - 12,524,247 - - - Government Securities Fund - - 6,535,810 - - International Stock Fund - - - 10,913,105 - ------------------------------------------------------------------------- Total Investments 52,506,341 12,524,247 6,535,810 10,913,105 7,363,497 ------------------------------------------------------------------------- Participant Loans Receivable - - - - - Receivables-Interest and Dividends 498,935 (10,121) 43,863 4,514 - Cash and Temporary Cash Investments 99,598 - 47 104 56 ------------------------------------------------------------------------- Total Assets $53,104,874 $12,514,126 $6,579,720 $ 10,917,723 $7,363,553 ========================================================================= LIABILITIES Accounts Payable $ 603,860 $ (12,269) $ 33,454 $ 4,593 44,350 Purchases of Securities - - - - - Forfeitures - - - - - Other (6,684) - - - - ------------------------------------------------------------------------- Total Liabilities 597,176 (12,269) 33,454 4,593 44,350 ------------------------------------------------------------------------- Net Assets Available for Benefits $52,507,698 $12,526,395 $6,546,266 $ 10,913,130 $7,319,203 ========================================================================= <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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 - 13,154,101 Receivables-Interest and Dividends 104,868 - Cash and Temporary Cash Investments 562,324 - ---------------------------- Total Assets $ 667,192 $13,154,101 ============================ LIABILITIES Accounts Payable $ 515,859 $ - Purchases of Securities - - Forfeitures 100,450 - Other - - ---------------------------- Total Liabilities 616,309 - ---------------------------- Net Assets Available for Benefits $ 50,883 $13,154,101 ============================ <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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 $ 28,928,457 $ 2,934,890 $ 1,318,684 $ 11,817,518 $ 2,769,588 Employers Contributions 7,724,863 742,012 335,692 3,280,090 798,778 Interfund Transfers - net - (29,036,498) (13,312,480) 862,747 (12,640,657) ----------------------------------------------------------------------------------- Total Deposits and Contributions 36,653,320 (25,359,596) (11,658,104) 15,960,355 (9,072,291) ----------------------------------------------------------------------------------- Plan Interest in Master Trust Investment Income 34,518,823 3,544,014 776,735 15,263,104 (2,279,879) ----------------------------------------------------------------------------------- Total Additions 71,172,143 (21,815,582) (10,881,369) 31,223,459 (11,352,170) ----------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 48,892,615 1,593,537 1,232,029 30,536,100 4,567,152 Dividends Paid 460,678 - - - - Forfeitures 145,221 24,050 7,723 26,591 14,901 Transfer to/(from) PSE&G Company Employee Savings Plan (10,686) (70,049) (21,641) 350,283 29,940 ----------------------------------------------------------------------------------- Total Deductions 49,487,828 1,547,538 1,218,111 30,912,974 4,611,993 ----------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 21,684,315 (23,363,120) (12,099,480) 310,485 (15,964,163) NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 428,389,724 23,363,120 12,099,480 231,689,060 58,220,388 ----------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $450,074,039 $ - $ - $231,999,545 $42,256,225 =================================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended 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 -------------------------------------------------------------------------- ADDITIONS Participant Deposits $ 5,247,928 $ 1,009,102 $ 568,171 $ 1,911,492 $ 364,252 Employers Contributions 1,334,628 256,733 149,824 460,294 100,243 Interfund Transfers - net 8,094,861 (13,211,523) (1,356,553) 6,103,664 14,945,307 -------------------------------------------------------------------------- Total Deposits and Contributions 14,677,417 (11,945,688) (638,558) 8,475,450 15,409,802 -------------------------------------------------------------------------- Plan Interest in Master Trust Investment Income 13,410,802 479,587 133,502 2,462,033 2,161 -------------------------------------------------------------------------- Total Additions 28,088,219 (11,466,101) (505,056) 10,937,483 15,411,963 -------------------------------------------------------------------------- DEDUCTIONS Withdrawals 5,410,105 1,077,617 625,992 2,127,678 42,832 Dividends Paid - - - - - Forfeitures 34,030 8,440 8,581 16,493 1,711 Transfer to/(from) PSE&G Company Employee Savings Plan (185,980) (25,763) (1,878) (22,112) - -------------------------------------------------------------------------- Total Deductions 5,258,155 1,060,294 632,695 2,122,059 44,543 -------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 22,830,064 (12,526,395) (1,137,751) 8,815,424 15,367,420 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 52,507,698 12,526,395 6,546,266 10,913,130 - -------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 75,337,762 $ - $5,408,515 $19,728,554 $15,367,420 ========================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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 $ 117,400 $ 450,068 $ 419,364 $ - $ - $ - Employers Contributions 33,228 110,232 123,109 - - - Interfund Transfers - net 8,213,054 19,092,946 13,270,165 (704,973) - (320,060) ------------------------------------------------------------------------- Total Deposits and Contributions 8,363,682 19,653,246 13,812,638 (704,973) - (320,060) ------------------------------------------------------------------------- Plan Interest in Master Trust Investment Income 183,442 541,475 435,380 (451,671) (3,774) 21,912 ------------------------------------------------------------------------- Total Additions 8,547,124 20,194,721 14,248,018 (1,156,644) (3,774) (298,148) ------------------------------------------------------------------------- DEDUCTIONS Withdrawals 108,705 86,814 63,729 376,876 - 1,043,449 Dividends Paid - - - 460,678 - - Forfeitures 43 87 2,571 - - - Transfer to/(from) PSE&G Company Employee Savings Plan - - - (4,954) - (58,532) ------------------------------------------------------------------------- Total Deductions 108,748 86,901 66,300 832,600 - 984,917 ------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 8,438,376 20,107,820 14,181,718 (1,989,244) (3,774) (1,283,065) NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR - - - 7,319,203 50,883 13,154,101 ------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $8,438,376 $20,107,820 $14,181,718 $5,329,959 $ 47,109 $11,871,036 ========================================================================= <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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 $ 27,430,459 $ 2,636,045 $ 1,259,883 $ 13,440,286 $ 3,514,341 Employers Contributions 8,586,992 798,319 386,678 4,278,454 1,162,496 Interfund Transfers - net - 5,039,266 1,992,320 (2,391,755) (11,873,357) -------------------------------------------------------------------- Total Deposits and Contributions 36,017,451 8,473,630 3,638,881 15,326,985 (7,196,520) -------------------------------------------------------------------- Income Interest 15,238,679 - - 15,198,811 29,144 Dividends 11,438,768 3,294,388 911,623 - 4,246,390 Loan Interest Income - 67,557 36,663 466,996 130,067 -------------------------------------------------------------------- Total Income 26,677,447 3,361,945 948,286 15,665,807 4,405,601 -------------------------------------------------------------------- Appreciation(Depreciation) of Investments 24,045,742 (854,855) 950,542 43,710 8,121,182 -------------------------------------------------------------------- Total Additions 86,740,640 10,980,720 5,537,709 31,036,502 5,330,263 -------------------------------------------------------------------- DEDUCTIONS Withdrawals 27,714,601 712,581 566,824 18,712,599 3,457,371 Dividends Paid 544,112 - - - - Forfeitures 100,431 21,072 6,704 40,972 9,561 Transfer to/(from) PSE&G Company Employee Savings Plan 469,847 4,661 (41,453) 269,130 243,817 -------------------------------------------------------------------- Total Deductions 28,828,991 738,314 532,075 19,022,701 3,710,749 -------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 57,911,649 10,242,406 5,005,634 12,013,801 1,619,514 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 370,478,075 13,120,714 7,093,846 219,675,259 56,600,874 -------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $428,389,724 $23,363,120 $12,099,480 $231,689,060 $58,220,388 ==================================================================== <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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 T.Rowe Price Equities Equities Securities Internat.Stock Fund E Fund F Fund G Fund H ESOP Fund -------------------------------------------------------------------------------- ADDITIONS Participant Deposits $ 3,638,339 $ 920,075 $ 565,616 $ 1,455,874 $ - Employers Contributions 1,092,008 291,584 168,475 408,978 - Interfund Transfers - net 5,829,324 3,135,243 (307,337) (584,566) (430,315) -------------------------------------------------------------------------------- Total Deposits and Contributions 10,559,671 4,346,902 426,754 1,280,286 (430,315) -------------------------------------------------------------------------------- Income Interest - - - 163 8 Dividends 1,232,411 527,187 345,580 337,076 544,113 Loan Interest Income 99,598 28,435 13,927 37,783 - -------------------------------------------------------------------------------- Total Income 1,332,009 555,622 359,507 375,022 544,121 -------------------------------------------------------------------------------- Appreciation(Depreciation) of Investments 11,453,890 1,757,616 679,124 746,505 1,053,740 -------------------------------------------------------------------------------- Total Additions 23,345,570 6,660,140 1,465,385 2,401,813 1,167,546 -------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 2,273,899 653,635 276,340 823,621 536,937 Dividends Paid - - - - 544,112 Forfeitures 13,454 4,296 1,691 2,681 - Transfer to/(from) PSE&G Company Employee Savings Plan (27,346) (7,698) (16,339) (16,048) (173) -------------------------------------------------------------------------------- Total Deductions 2,260,007 650,233 261,692 810,254 1,080,876 -------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 21,085,563 6,009,907 1,203,693 1,591,559 86,670 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 31,422,135 6,516,488 5,342,573 9,321,571 7,232,533 -------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 52,507,698 $12,526,395 $ 6,546,266 $ 10,913,130 $ 7,319,203 ================================================================================ <FN> SEE NOTES TO FINANCIAL STATEMENTS </FN> PUBLIC SERVICE ELECTRIC AND GAS COMPANY THRIFT AND TAX-DEFERRED 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 - (408,823) --------------------------- Total Deposits and Contributions - (408,823) --------------------------- Income Interest 10,553 - Dividends - - Loan Interest Income - (881,026) --------------------------- Total Income 10,553 (881,026) --------------------------- Appreciation(Depreciation) of Investments 59,997 34,291 --------------------------- Total Additions 70,550 (1,255,558) --------------------------- DEDUCTIONS Withdrawals 30,685 (329,891) Dividends Paid - - Forfeitures - - Transfer to/(from) PSE&G Company Employee Savings Plan - 61,296 --------------------------- Total Deductions 30,685 (268,595) --------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 39,865 (986,963) NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 11,018 14,141,064 --------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 50,883 $13,154,101 =========================== <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 PSE&G Thrift and Tax-Deferred Savings Plan (Plan) to encourage thrift and savings by eligible employees (Eligible Employees). It was first offered to Eligible Employees in 1981. Effective January 1, 1996, the Trust that held the Plan assets became the PSE&G Master Employee Benefit Plan Trust, (Master Trust), a Master Trust covering this Plan and the PSE&G Employee Savings Plan (Savings Plan). (See Note 4. Investment in Master Trust.) The Plan was last amended December 16, 1996, effective December 16, 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. Additionally, the Plan merged with U.S. Energy Partners' 401(k) Plan. The Plan accepted balances from U.S. Energy Partners' Plan with graded vesting for its employer match. Participation with respect to the U.S. Energy Partners' accounts became effective December 16, 1996. 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 Employee Savings Plan, shall automatically be enrolled in the Plan and all balances in the Employee Savings Plan shall be transferred to the Plan and all contribution and investment elections in effect for the Employee Savings Plan shall remain in effect. Participation in the Plan is entirely voluntary, except with respect to those employees who participated 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. Eligible Employees are those employees not covered by a collective bargaining agreement and who were hired by PSE&G or any affiliate of PSE&G participating in the Plan (together hereafter each called an "Employer" or collectively "Employers"). 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 Employee Benefits Committee of PSE&G (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 8%, rather than 6%; 2. to allow Supplemental Deposits in any integral multiple of 1% of Compensation to a total of 17%, rather than 19%; 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 Thrift Account Fund of 1% - 8% of his/her compensation (Basic Deposits), and his/her respective 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 6% of compensation 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 such Funds in increments of 1% of Compensation up NOTES TO FINANCIAL STATEMENTS - (Continued) to an additional 17% of Compensation (Supplemental Deposits), subject to certain limitations, without any corresponding matching Employer Contribution. A Participant may designate such Basic and/or Supplemental Deposits as Nondeferred (post-income tax contributions) or Deferred (pre-income tax contributions). Also, each Participant may, 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 Thrift 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 Thrift 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. Thrift Account Deposits are made through payroll deductions by the Participant's Employer, rollover contributions from other qualified plans and Additional Lump Sum Deposits. Deposits by Participants and contributions by their respective Employers are transferred to a Trustee and separately held in the Plan's Thrift 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 who is employed by an Employer an amount up to 50% of the value of the vested portion of such Participant's Thrift Account and ESOP Fund, but no more than the aggregate value of such Participant's Thrift 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 over a period 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 Thrift Account and repayments of principal of any loan together with interest thereon, are invested in the Thrift 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%, and 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 6.73%. 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. Reclassifications Certain reclassifications of prior year data have been made to conform with the current presentation. 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. The contracts are included in the financial statements at contract value, which approximates fair value. 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 the 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 NOTES TO FINANCIAL STATEMENTS - (Continued) (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. 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 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 NY Stock Exchange. In such case, no brokerage commissions are 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 Thrift Account and the principal amount of the loan is treated as a separate investment within the various sub-accounts of the Participant's Thrift 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 Thrift 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 Thrift Account Participants are permitted to transfer all, but not less than all, shares from their ESOP Funds to their Thrift 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 Thrift 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. NOTES TO FINANCIAL STATEMENTS - (Continued) 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 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 Thrift Account are immediately vested upon a Participant's completion of five years of service with the Employer, or when a Participant is eligible for retirement, is disabled, laid off or dies. A Participant will become vested in the value of his or her U.S. Energy Partners Employer Contribution Subaccount according to the following schedule: Years of Service Vested Percentage - ---------------- ----------------- Less than one 0% One 20% Two 40% Three 60% Four 80% Five or More 100% 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 elected to withdraw from the Plan in the amount of $700,450 and $365,707, 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. Thrift 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. NOTES TO FINANCIAL STATEMENTS - (Continued) (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 values. The following Traditional GICs are continuing in effect: (i) A four and one half year contract expiring June 30, 1997 and two five year contracts expiring December 31, 1997 and December 31 1998, respectively, with Provident National Assurance Company, effective interest rates of 6.67% and 6.81%, and 5.85% respectively, contract values of $19,420,500, $24,478,147, and $18,866,187, respectively; (ii) A five year and a four and one-half year contract with Metropolitan Life Insurance Company, expiring June 30, 1998 and December 31, 1999, respectively, effective interest rates of 5.70% and 8.17%, respectively, contract values of $17,537,177 and $13,779,635, respectively; (iii) A five year contract with Allstate Life Insurance Company, expiring June 30, 1998, effective interest rate of 6.00%, contract value of $18,371,532; (iv) A five year contract with the Principal Mutual Life Insurance Company, expiring on December 31, 1999, effective interest rate of 8.15%, contract value of $15,198,841; (v) A four and one-half year contract with Transamerica Occidental Life Insurance Company, expiring January 1, 1997, and effective interest rate of 6.72%, contract value of $7,535,772; (vi) A five year contract with First Allmerica Financial Life Insurance Company, formerly with State Mutual Life Insurance Company, expiring January 4, 1999, effective interest rate of 5.66%, contract value of $18,864,933; and (vii) A five year contract with New York Life Insurance Company, expiring June 30, 1999, effective interest rate of 7.07%, contract value of $31,314,213. 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 7.15% and a contract value of $35,580,299. The credit rate for the Synthetic GIC effective January 1, 1997 through March 31, 1997 was 7.22%. NOTES TO FINANCIAL STATEMENTS - (Continued) (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 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 Utilities Income Fund (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. (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-end diversified 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 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. (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 mutual fund. 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 non-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 6,156 6,116 Participants by Fund Equities Growth Fund A (1) -- 1,825 Balanced Fund B (1) -- 1,177 Stable Value Fund C 3,914 4,324 Enterprise Common Stock Fund D 2,099 2,672 Large Company Stock Index Fund E 2,622 2,407 Utilities Equities Fund F (1) -- 1,127 Interm. Government Securities Fund G 749 832 International Stock Fund H 1,495 936 Mid/Small Company Stock Fund (2) 1,091 -- Conservative Pre-Mix Portfolio (2) 435 -- Moderate Pre-Mix Portfolio (2) 930 -- Aggressive Pre-Mix Portfolio (2) 1,045 -- ESOP Fund 559 674 - --------------------------------------- (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 Savings 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 67%. The following table presents the fair values of investments for the Master Trust. NOTES TO FINANCIAL STATEMENTS - (Continued) 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 ============= 5. UNIT VALUE INFORMATION - THRIFT ACCOUNT INVESTMENT FUNDS Unit values of the Investment Funds are 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 Thrift 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 Thrift 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. NOTES TO FINANCIAL STATEMENTS -(Continued) 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 1,204,889.170 Equities Fund B (1) 1996 10.000000 --- 1995 16.800000 720,054.345 Stable Value Fund C 1996 12.154370 19,100,248.073 1995 11.387117 19,941,127.241 Enterprise Common Stock Fund D 1996 9.916231 4,264,794.978 1995 11.708390 4,951,969.229 Large Company Stock Index Fund E 1996 11.659470 6,461,508.254 1995 13.970000 3,758,506.872 Utilities Equities Fund F (1) 1996 10.000000 --- 1995 16.160000 775,015.285 Intermediate Government Securities Fund G 1996 10.507339 514,736.944 1995 10.780339 606,271.287 International Stock Fund H 1996 10.966759 1,798,940.875 1995 12.230000 892,322.567 Mid/Small Company Stock Fund (2) 1996 9.984863 1,539,071.772 Conservative Pre-Mix Portfolio (2) 1996 10.316256 817,968.831 Moderate Pre-Mix Portfolio (2) 1996 10.369822 1,939,070.825 Aggressive Pre-Mix Portfolio (2) 1996 10.399420 1,364,886.881 - ----------------------------------- (1) Investment Fund discontinued in 1996 (2) New Investment Fund in 1996 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 $27.250 195,947 1995 $30.625 240,441 NOTES TO FINANCIAL STATEMENTS - (Concluded) 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 non-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 Deferred Deposits, Employer Contributions or on the earnings credited to their Thrift Account Fund, until distribution of such Thrift Account Fund. 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 Thrift and Tax-Deferred 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 Thrift and Tax-Deferred Savings Plan, as amended as of December 16, 1996, and effective December 16, 1996. 2 Independent Auditors' Consent.