=================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 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. =================================================================== Stable Value Fund AIG LIFE INSURANCE COMPANY PRIMCO CAPITAL MANAGEMENT ONE ALICO PLAZA 101 SOUTH FIFTH STREET, SUITE 2150 P.O. BOX 667 LOUSIVILLE, KY 40202 WILMINGTON, DELAWARE 19899 THE PRUDENTIAL LIFE INSURANCE CAISSE des DEPOTS COMPANY OF AMERICA 9 WEST 57th STREET PRUDENTIAL PLAZA NEW YORK, NEW YORK 10019 NEWARK, NJ 07101 METROPOLITAN LIFE INSURANCE Enterprise Common Stock Fund and COMPANY ESOP Fund ONE MADISON AVENUE PUBLIC SERVICE ENTERPRISE GROUP NEW YORK, NEW YORK 10010-3690 INCORPORATED 80 PARK PLAZA NEWARK, NJ 07101-1171 ALLSTATE LIFE INSURANCE Large Company Stock Index Fund COMPANY THE VANGUARD GROUP ALLSTATE PLAZA WEST INSTITUTIONAL DIVISION 3100 SANDERS ROAD P.O. BOX 2900 NORTHBROOK, ILLINOIS 60062 VALLEY FORGE, PA 19482 J.P. MORGAN Intermediate Government Securities Fund 60 WALL STREET DELAWARE MANAGEMENT COMPANY INC. NEW YORK, NEW YORK 10260 ONE COMMERCE SQUARE 2005 MARKET STREET PHILADELPHIA, PA 19103 NEW YORK LIFE INSURANCE International Stock Fund COMPANY T. ROWE PRICE INC. 501 MADISON AVENUE 100 EAST PRATT STREET NEW YORK, NEW YORK 10010 BALTIMORE, MARYLAND 02120 THE CHASE MANHATTAN BANK Mid/Small Company Stock Fund 270 PARK AVENUE PUTNAM INVESTMENTS NEW YORK, NEW YORK 10017 P.O. BOX 41203 PROVIDENCE, RHODE ISLAND 02940 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, 1997 AND 1996..................................... 5-8 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1997 and 1996....................... 9-12 NOTES TO FINANCIAL STATEMENTS.......................................... 13-25 SIGNATURES............................................................. 26 EXHIBIT INDEX.......................................................... 27 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, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1997 and 1996, 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 5, 1998 PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1997 Supplemental Information by Fund -------------------------------------------------------------------------- Enterprise Large Intermediate Stable Common Company Government International Value Stock Stock Index Securities Stock Total Fund Fund Fund Fund Fund ------------------------------------------------------------------------------------------- ASSETS Investments, at fair value Plan interest in Master Employee Benefit Plan Trust $ 267,035,879 $ 98,804,289 $ 31,619,028 $ 60,491,100 $ 2,166,037 $ 8,857,796 Receivables-from Investments Sold 197,360 - 197,360 - - - Receivables-Interest and Dividends 562,619 560,220 2,399 - - - ------------------------------------------------------------------------------------------- Total Assets $ 267,795,858 $ 99,364,509 $ 31,818,787 $ 60,491,100 $ 2,166,037 $ 8,857,796 =========================================================================================== LIABILITIES Accounts Payable $ 1,239,186 $ 223,210 $ 132,065 $ 247,937 $ 926 $ 227,628 Transfer to/from Thrift & Tax-Deferred Savings Plan 1,943 1,943 - - - - Forfeitures 9,051 2,057 4,404 924 127 166 ------------------------------------------------------------------------------------------- Total Liabilities 1,250,180 227,210 136,469 248,861 1,053 227,794 ------------------------------------------------------------------------------------------- Net Assets Available for Benefits $ 266,545,678 $ 99,137,299 $ 31,682,318 $ 60,242,239 $ 2,164,984 $ 8,630,002 =========================================================================================== SEE NOTES TO FINANCIAL STATEMENTS. PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1997 Supplemental Information by Fund (Concluded) ------------------------------------------------------------------------------------------- Mid/Small Company Conservative Moderate Aggressive Trust Stock Pre-Mix Pre-Mix Pre-Mix ESOP Holding Loan Fund Portfolio Portfolio Portfolio Fund Account Fund ------------------------------------------------------------------------------------------- ASSETS Investments, at fair value Plan interest in Master Employee Benefit Plan Trust $ 14,148,879 $ 4,750,911 $ 10,533,788 $ 14,162,641 $ 8,734,091 $ 285,490 $ 12,481,829 Receivables-from Investments Sold - - - - - - - Receivables-Interest and Dividends - - - - - - - ------------------------------------------------------------------------------------------- Total Assets $ 14,148,879 $ 4,750,911 $ 10,533,788 $ 14,162,641 $ 8,734,091 $ 285,490 $ 12,481,829 =========================================================================================== LIABILITIES Accounts Payable 40,336 $ 138,060 $ 36,044 $ 29,871 $ 698 $ 211,116 $ (48,705) Transfer to/from Thrift & Tax-Deferred Savings Plan - - - - - - - Forfeitures 214 418 313 428 - - - ------------------------------------------------------------------------------------------- Total Liabilities 40,550 138,478 36,357 30,299 698 211,116 (48,705) ------------------------------------------------------------------------------------------- Net Assets Available for Benefits $ 14,108,329 $ 4,612,433 $ 10,497,431 $ 14,132,342 $ 8,733,393 $ 74,374 $ 12,530,534 =========================================================================================== SEE NOTES TO FINANCIAL STATEMENTS. 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 ----------------------------------------------------------------------------- Large Enterprise Company Interm. Equities Stable Common Stock Utilities Government Growth Balanced Value Stock Index Equities Securities Total Fund Fund Fund Fund Fund Fund Fund -------------------------------------------------------------------------------------------- ASSETS Investments, at fair value Plan interest in Master Employee Benefit Plan Trust $ 216,734,220 $ - $ - $ 100,834,108 $ 25,100,017 $ 36,476,571 $ - $ 2,172,925 Receivables-Interest and Dividends 523,198 - - 514,629 8,236 - - - -------------------------------------------------------------------------------------------- Total Assets $ 217,257,418 $ - $ - $ 101,348,737 $ 25,108,253 $ 36,476,571 $ - $ 2,172,925 ============================================================================================ LIABILITIES Accounts Payable $ 193,558 $ - $ - $ 319,521 $ 22,896 $ 43,629 $ - $ (773) Transfer to/(from) Thrift & Tax-Deferred Savings Plan (181,176) - - (168,771) - - - - Forfeitures 4,830 - - 2,447 355 911 - 8 -------------------------------------------------------------------------------------------- Total Liabilities 17,212 - - 153,197 23,251 44,540 - (765) -------------------------------------------------------------------------------------------- Net Assets Available for Benefits $ 217,240,206 $ - $ - $ 101,195,540 $ 25,085,002 $ 36,432,031 $ - $ 2,173,690 ============================================================================================ SEE NOTES TO FINANCIAL STATEMENTS. 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) --------------------------------------------------------------------------------------------- Mid/Small International Company Conservative Moderate Aggressive Stock Stock Pre-Mix Pre-Mix Pre-Mix ESOP Holding Trust Fund Fund Portfolio Portfolio Portfolio Fund Account Loan Fund --------------------------------------------------------------------------------------------- ASSETS Investments, at fair value Plan interest in Master Employee Benefit Plan Trust $ 7,989,413 $ 6,686,242 $ 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 $ 7,989,413 $ 6,686,242 $ 2,704,371 $ 6,801,302 $8,960,644 $ 8,349,604 $ 48,240 $10,611,116 ============================================================================================= LIABILITIES Accounts Payable $ (5,186) $ (66,571) $ 3,906 $ (111,156) $ (10,358)$ 15,147 $ 26,071 $ (43,568) Transfer to/(from) Thrift & Tax-Deferred Savings Plan - - (6,190) (6,215) - - - - Forfeitures 123 479 138 196 173 - - - --------------------------------------------------------------------------------------------- Total Liabilities (5,063) (66,092) (2,146) (117,175) (10,185) 15,147 26,071 (43,568) --------------------------------------------------------------------------------------------- Net Assets Available for Benefits $ 7,994,476 $ 6,752,334 $ 2,706,517 $ 6,918,477 $ 8,970,829 $ 8,334,457 $ 22,169 $10,654,684 ============================================================================================= SEE NOTES TO FINANCIAL STATEMENTS. PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1997 Supplemental Information by Fund ---------------------------------------------------------------------- Enterprise Large Intermediate Stable Common Company Government International Value Stock Stock Index Securities Stock ADDITIONS Total Fund Fund Fund Fund Fund ------------------------------------------------------------------------------------- Participant Deposits $ 28,020,575 $ 10,710,685 $ 3,736,563 $ 5,768,228 $ 359,097 $ 1,499,589 Employers Contributions 7,390,107 3,269,873 596,812 1,506,833 101,809 366,779 Interfund Transfers - net - (12,058,995) (2,118,955) 6,255,169 (507,927) (822,923) ------------------------------------------------------------------------------------- Total Deposits and Contributions 35,410,682 1,921,563 2,214,420 13,530,230 (47,021) 1,043,445 ------------------------------------------------------------------------------------- Plan Interest in Master Trust Investment Income 34,488,879 6,705,374 6,742,087 13,228,647 176,499 199,968 ------------------------------------------------------------------------------------- Total Additions 69,899,561 8,626,937 8,956,507 26,758,877 129,478 1,243,413 ------------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 17,808,370 9,495,024 2,191,248 2,463,646 115,889 417,373 Forfeitures 26,886 6,782 9,604 5,717 - 523 Administrative Expenses 473,208 241,710 53,256 90,890 3,844 17,360 Transfer to/(from) Thrift & Tax-Deferred Savings Plan 2,285,625 941,662 105,083 388,416 18,451 172,631 ------------------------------------------------------------------------------------- Total Deductions 20,594,089 10,685,178 2,359,191 2,948,669 138,184 607,887 ------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 49,305,472 (2,058,241) 6,597,316 23,810,208 (8,706) 635,526 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 217,240,206 101,195,540 25,085,002 36,432,031 2,173,690 7,994,476 ------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 266,545,678 $ 99,137,299 $ 31,682,318 $ 60,242,239 $ 2,164,984 $ 8,630,002 ===================================================================================== SEE NOTES TO FINANCIAL STATEMENTS. PUBLIC SERVICE ELECTRIC AND GAS COMPANY EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the Year Ended December 31, 1997 Supplemental Information by Fund (Concluded) --------------------------------------------------------------------------------------------------- Mid/Small Company Conservative Moderate Aggressive Trust Stock Pre-Mix Pre-Mix Pre-Mix ESOP Holding Loan ADDITIONS Fund Portfolio Portfolio Portfolio Fund Account Fund --------------------------------------------------------------------------------------------------- Participant Deposits $ 1,712,180 $ 534,149 $ 1,431,665 $ 2,268,419 $ - $ - $ - Employers Contributions 428,970 128,606 398,619 591,806 - - - Interfund Transfers - net 3,790,187 1,164,220 1,110,726 1,096,413 (208,858) - 2,300,943 --------------------------------------------------------------------------------------------------- Total Deposits and Contributions 5,931,337 1,826,975 2,941,010 3,956,638 (208,858) - 2,300,943 --------------------------------------------------------------------------------------------------- Plan Interest in Master Trust Investment Income 1,945,859 486,435 1,261,285 1,877,889 1,812,631 52,205 - --------------------------------------------------------------------------------------------------- Total Additions 7,877,196 2,313,410 4,202,295 5,834,527 1,603,773 52,205 2,300,943 --------------------------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 318,370 327,943 511,247 476,127 1,189,126 - 302,377 Forfeitures 1,327 417 312 2,204 - - - Administrative Expenses 19,521 7,572 16,997 12,330 9,728 - - Transfer to/(from) Thrift & Tax-Deferred Savings Plan 181,983 71,562 94,785 182,353 5,983 - 122,716 --------------------------------------------------------------------------------------------------- Total Deductions 521,201 407,494 623,341 673,014 1,204,837 - 425,093 --------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 7,355,995 1,905,916 3,578,954 5,161,513 398,936 52,205 1,875,850 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 6,752,334 2,706,517 6,918,477 8,970,829 8,334,457 22,169 10,654,684 --------------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 14,108,329 $ 4,612,433 $ 10,497,431 $ 14,132,342 $ 8,733,393 $ 74,374 $ 12,530,534 =================================================================================================== SEE NOTES TO FINANCIAL STATEMENTS. 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 ------------------------------------------------------------------------------------------- Large Enterprise Company Interm. Equities Stable Common Stock Utilities Gov't. Growth Balanced Value Stock Index Equities Secur. ADDITIONS Total Fund Fund Fund Fund Fund Fund Fund --------------------------------------------------------------------------------------------------------- Participant Deposits $ 25,446,411 $ 2,124,415 $ 911,782 $ 12,099,306 $ 2,601,655 $ 4,305,948 $ 908,928 $ 418,981 Employers Contributions 6,832,948 533,038 231,973 3,384,696 723,595 1,091,139 236,244 109,485 Interfund Transfers-net - (14,049,337) (5,650,428) (1,021,676) (5,400,095) 4,795,229 (6,265,669) (127,450) --------------------------------------------------------------------------------------------------------- Total Deposits and Contributions 32,279,359 (11,391,884) (4,506,673) 14,462,326 (2,074,845) 10,192,316 (5,120,497) 401,016 --------------------------------------------------------------------------------------------------------- Plan Interest in Master Trust Investment Income 14,157,526 1,552,689 320,176 6,327,021 (1,174,986) 6,062,703 281,058 55,842 --------------------------------------------------------------------------------------------------------- Total Additions 46,436,885 (9,839,195) (4,186,497) 20,789,347 (3,249,831) 16,255,019 (4,839,439) 456,858 --------------------------------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 11,907,962 390,739 210,594 6,978,593 1,538,490 1,355,392 199,146 93,157 Dividends Paid 702,350 - - - - - - - Forfeitures 19,081 2,319 264 8,381 2,128 2,848 239 18 Transfer to/(from) Thrift & Tax-Deferred Savings Plan 10,686 70,049 21,642 (350,283) (29,941) 185,968 25,769 1,879 --------------------------------------------------------------------------------------------------------- Total Deductions 12,640,079 463,107 232,500 6,636,691 1,510,677 1,544,208 225,154 95,054 --------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 33,796,806 (10,302,302) (4,418,997) 14,152,656 (4,760,508) 14,710,811 (5,064,593) 361,804 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 183,443,400 10,302,302 4,418,997 87,042,884 29,845,510 21,721,220 5,064,593 1,811,886 --------------------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $217,240,206 $ - $ - $101,195,540 $25,085,002 $36,432,031 $ - $2,173,690 ========================================================================================================= SEE NOTES TO FINANCIAL STATEMENTS. 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) --------------------------------------------------------------------------------------------------------- Mid/Small International Company Conservative Moderate Aggressive Stock Stock Pre-Mix Pre-Mix Pre-Mix ESOP Holding Trust ADDITIONS Fund Fund Portfolio Portfolio Portfolio Fund Account Loan Fund --------------------------------------------------------------------------------------------------------- Participant Deposits $ 1,147,174 $ 264,750 $ 82,986 $ 218,743 $ 361,743 $ - $ - $ - Employers Contributions 275,435 66,725 19,434 62,437 98,747 - - - Interfund Transfers-net 2,483,959 6,479,440 2,591,459 6,555,161 8,294,731 (498,329) - 1,813,005 --------------------------------------------------------------------------------------------------------- Total Deposits and Contributions 3,906,568 6,810,915 2,693,879 6,836,341 8,755,221 (498,329) - 1,813,005 --------------------------------------------------------------------------------------------------------- Plan Interest in Master Trust Investment Income 852,322 9,624 67,943 167,343 272,023 (636,417) 11,683 (11,498) --------------------------------------------------------------------------------------------------------- Total Additions 4,758,890 6,820,539 2,761,822 7,003,684 9,027,244 (1,134,746) 11,683 1,801,507 --------------------------------------------------------------------------------------------------------- DEDUCTIONS Withdrawals 245,548 67,929 55,167 85,011 56,025 492,326 - 139,845 Dividends Paid - - - - - 702,350 - - Forfeitures 1,884 276 138 196 390 - - - Transfer to/(from) Thrift & Tax-Deferred Savings Plan 22,113 - - - - 4,958 - 58,532 --------------------------------------------------------------------------------------------------------- Total Deductions 269,545 68,205 55,305 85,207 56,415 1,199,634 - 198,377 --------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 4,489,345 6,752,334 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 3,505,131 - - - - 10,668,837 10,486 9,051,554 --------------------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $ 7,994,476 $6,752,334 $2,706,517 $6,918,477 $8,970,829 $8,334,457 $22,169 $10,654,684 ========================================================================================================= SEE NOTES TO FINANCIAL STATEMENTS. 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 1987 as a result of collective bargaining and contributions began in January 1988. Effective January 1, 1996, the trust that holds the Plan assets was converted into the Public Service Electric & Gas Company Master Employee Benefit Plan Trust, (Master Trust), a master trust covering all of the Company's qualified retirement plans including the Plan and the Public Service Electric & Gas Company Thrift and Tax-Deferred Savings Plan (Thrift Plan) (See Note 4. Investment of the Plan and Thrift Plan in the Master Trust.) The Plan was last amended August 11, 1997, effective August 11, 1997, except for changes listed below, which are effective subsequent to December 31, 1997. The Plan amendments made during 1997 provide for the following: an automatic rebalancing of investment funds; administrative and wording changes made, including the transfer of age and service credits and availability of transferred amounts from the Cash Balance Plan; partial withdrawals of nondeferred deposits and related earnings permitted after termination of employment and prior to age 70 1/2. 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. At the time any employee who is a Participant in the Thrift Plan becomes an Eligible Employee for the Plan, that employee will automatically be enrolled in the Plan, all balances in the Thrift Plan will be transferred to the Plan and all contributions and investment elections in effect for the Thrift Plan will 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. Under the Plan, each participating employee (Participant), except as otherwise noted, 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 for Participants who are employed by the Company with respect to Basic Deposits in excess of 5% and up to 7% 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 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% - 8% of their Compensation, and the Employer will contribute an amount equal to 50% thereof, subject to certain exceptions and 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 17% 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 minimum amounts 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. Each Participant is entitled to choose the investment Funds in which his/her Deposits and Employer Contributions will be invested from among the investment Funds offered under the Plan, except for Employer Contributions with respect to Basic Deposits in excess of 6% for Participants employed by CEA Newark Bay Services, Inc. and 5% for all others. Bankers Trust Company is the Trustee of the Master Trust established pursuant to the Plan. The following Plan changes were effective subsequent to December 31, 1997: 1. Savings Plan amended to permit CEA Newark Bay Services, Inc. employees to increase Basic Deposits from 6% to 8% of Compensation. The Employer Contribution related to Basic Deposits in excess of 6% of Compensation will be made in shares of Enterprise Common Stock and will not be available for withdrawals or transfer prior to termination of employment. 2. The merger, for investment management purposes, of the Stable Value Funds and the Conservative and Moderate Pre-Mixed Portfolios in the Plan and Thrift and Tax Deferred Savings 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 are 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 by other lenders. The rate of interest applicable to any loan at its inception remains in effect for the duration of such loan. During 1997, the rate of interest on loans granted to Participants, by quarter and starting with the first quarter, was 8-1/4%, 8-1/2%, 8-1/2%, 8-1/2% (See Note 2. SIGNIFICANT ACCOUNTING POLICIES - Loans.) 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 Investment Fund. (See Expenses of Plan, below.) All Deposits and Employer Contributions in the Stable Value Fund are invested in either traditional Guaranteed Investment Contracts issued by insurance companies or other financial intermediaries (Traditional GICs) 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 Plan. The portfolio is wrapped by a "book value wrapper", usually a financial institution other than the investment 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 the Stable Value 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 1997, the composite rate of interest earned by such assets so invested was not less than 6.38%. 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 The value of the Enterprise Common Stock Fund, the Large Company Stock Index Fund, the Intermediate Government Securities Fund, the International Stock Fund, the Mid/Small Company Stock Fund and the shares of Enterprise Common Stock held by the ESOP Fund are based upon quoted market values. The value of the Stable Value Fund is based on the contract value of all GICs in which the assets of the Stable Value Fund are invested. These 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 financial reporting requirements of the Employee Retirement Income Security Act of 1974, as amended, (ERISA) as permitted by 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. Expenses of Plan Effective January 1, 1997, all expenses incurred with the administration of the Plan, including taxes and brokerage costs, are deducted from the Trust Fund. However, prior to January 1, 1997, 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 the Employers. The assets of the Common Stock Fund and the ESOP Fund are invested in shares of Enterprise Common Stock. Shares of Enterprise Common Stock required for the Common Stock Fund 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 Fund is in a "sell" position and the Common Stock Fund is in a "buy" position, the Common Stock Fund will buy from the ESOP Fund at the closing price on the New York Stock Exchange for that day. In such case, no brokerage commissions will be charged on the transaction. Otherwise, all shares sold for the Common Stock Fund and the ESOP Fund are sold by the Trustee on the open market through a broker. The proceeds, net of brokerage commissions and transfer taxes, are distributed to the Participant. Loans A loan to a Participant is considered an investment in 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 of Enterprise Common Stock 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 either from one investment Fund to another investment Fund or from an investment Fund to an outside source. Daily balances which remain in the Holding Account are temporarily invested in short-term, liquid investments until disbursement. Activity within the Holding Account includes inflows and outflows of cash related to investment Fund transfers, Deposits, Employer Contributions, withdrawals, receipts of dividends and interest, expenses incurred in connection with the administration of the Plan, 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, 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 will lose 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 (hardship withdrawals). Distributions to Participants of approved hardship withdrawals are made as soon as practicable after such approval. Rights Upon Termination The Company expects and intends to continue the Plan indefinitely, but has reserved the right to amend, suspend or terminate the Plan at any time. In the event of termination of the Plan, the net assets of the Plan would be distributed to the Participants based on the balances in their individual accounts at the date of termination. 3. INVESTMENTS The financial statements of the Plan include the following: A. Savings Account Investment Funds (1) The assets of the Stable Value Fund 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. Effective October 1997, PRIMCO Capital Management was hired to manage the assets of the Stable Value Fund. All contract values approximate fair value. The following Traditional GICs are continuing in effect: (i)A four and one-half year contract expiring December 31, 1999, with Metropolitan Life Insurance Company, effective interest rate of 8.12%, contract value of $6,316,876; (ii) A five-year contract expiring January 4, 1999, with Allstate Life Insurance Company, effective interest rate of 5.65%, contract value of $14,916,508; (iii) A five-year contract expiring June 30, 1999, with New York Life Insurance Company, effective interest rate of 7.07%, contract value of $8,859,186; (iv) A five-year contract expiring December 31, 1999, with Prudential Life Insurance Company, effective interest rate of 8.01%, contract value of $14,471,754; and (v)A five-year contract expiring June 30, 2000, with AIG Life Insurance Company, effective interest rate of 6.14%, contract value of $8,460,099. The following Synthetic GICs are continuing in effect: (i)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, 1997, of 7.29% and contract value of $21,036,619. The credit rate for the Synthetic GIC effective January 1, 1998 through March 31, 1998 was 7.47%. (ii) An open-ended contract with The Chase Manhattan Bank as the book value wrapper and Seix Investment Advisors managing the underlying portfolio providing an effective crediting rate, as of December 31, 1997, of 6.96% and contract value of $16,508,149. The crediting rate effective March 31, 1998 was 7.03%. (iii) A five year floating-rate contract with Caisse des Depots, expiring November 26, 2002, effective crediting rate as of December 31, 1997 of 5.95%, contract value of $2,011,115. The crediting rate effective March 31, 1998 was 5.62%. (2) The assets of the Enterprise Common Stock Fund are invested in Enterprise Common Stock. (3) Effective September 1997, the assets of the Large Company Stock Index Fund are invested in the capital stock of the Vanguard Institutional Index Fund ("Stock Index Equities Fund"), a no-load mutual fund managed by The Vanguard Group, Inc. The prospectus for the Stock Index Equities Fund indicates that such fund seeks to replicate the investment performance of the Standard and Poor's 500 Composite Stock Price Index. Prior to September 1997, the assets of the Large Company Stock Index Fund were invested in the Bankers Trust Institutional Equity 500 Index Fund managed by Bankers Trust Company. (4) The assets of the Intermediate Government Securities Fund are invested in the capital stock of the Delaware-Voyageur U.S. Government Securities Fund ("Delaware-Voyageur U.S. Government Securities Fund"), an open-ended mutual fund managed by the Delaware Management Company, Inc. The prospectus of the Delaware-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. (5) The assets of the International Stock Fund are invested in the capital stock of T. Rowe Price International Funds Inc. ("T. Rowe Price International Stock Fund"), a no-load, open-ended investment company or mutual fund managed by Rowe Price-Fleming International, Inc. The prospectus for T. Rowe Price International Stock Fund indicates that such fund invests primarily in common stocks of established, non-U.S. companies. (6) The assets of the Mid/Small Company Stock Fund are invested in the capital stock of Putnam Vista Fund, an open-ended investment company managed by Putnam Investment Management, Inc. 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. (7) The assets of the Conservative Pre-Mix Portfolio are invested in specific percentages within a mix of five existing Plan investment Funds: 40% Stable Value Fund, 20% Intermediate Government Securities Fund, 20% Large Company Stock Index Fund, 10% International Stock Fund, and 10% Mid/Small Company Stock Fund. 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. (8) The assets of the Moderate Pre-Mix Portfolio are invested in specific percentages within a mix of five existing Plan investment Funds: 25% Large Company Stock Index Fund, 20% Stable Value Fund, 20% International Stock Fund, 20% Intermediate Government Securities Fund, and 15% Mid/Small Company Stock Fund. 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. (9) The assets of the Aggressive Pre-Mix Portfolio are invested in specific percentages within a mix of four existing Plan investment Funds: 30% Large Company Stock Index Fund, 25% International Stock Fund, 25% Mid/Small Company Stock Fund, and 20% Intermediate Government Securities Fund. 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 to or transfers into the ESOP Fund are presently permitted or were allowed during 1997. C. PARTICIPANTS Participants As of December 31, ------------------ 1997 1996 ----- ----- Total Plan Participants 7,708 7,704 Participants by Fund Stable Value Fund 4,146 1,968 Enterprise Common Stock Fund 5,098 1,812 Large Company Stock Index Fund 3,051 1,251 Intermediate Government Securities Fund 493 245 International Stock Fund 1,271 630 Mid/Small Company Stock Fund (1) 1,404 454 Conservative Pre-Mix Portfolio (1) 396 144 Moderate Pre-Mix Portfolio (1) 917 326 Aggressive Pre-Mix Portfolio (1) 1,265 446 ESOP Fund 1,067 1,176 ------------------------------------------ (1) New Investment Option in 1996. 4. INVESTMENT OF THE PLAN AND THRIFT PLAN IN THE MASTER TRUST Since January 1, 1996, the Plan's investments have been included in the Master Trust which was established for the investment of assets of all of the Company's qualified retirement plans including the Plan and the Thrift Plan. The following tables present the fair values of and the investment income recognized by the investments of the Plan and Thrift Plan in the Master Trust as of and for the periods ending December 31, 1997 and 1996. As of December 31, 1997 and 1996, the Plan's interest in such assets of the Master Trust were approximately 35% and 37%, respectively. December 31, ------------ 1997 1996 ---- ---- Investments at fair value: Participant Loans $ 23,576,663 $ 22,451,539 Cash and Cash equivalents 47,743,519 41,413,758 Common Stock of Public Service Enterprise Group 92,087,265 75,274,227 Mutual Funds 326,616,013 218,696,575 Guaranteed Insurance Contracts 279,675,584 308,079,794 ------------- ------------- $769,699,044 $665,915,893 ============= ============= December 31, ------------ 1997 1996 ---- ---- Investment income recognized: Net appreciation in fair value of Mutual Funds* $ 57,823,392 $32,523,112 Net appreciation/(depreciation) in fair value of Common Stock of Enterprise 14,876,883 (11,569,069) Interest from Mutual Funds 864,144 45,265 Interest from Common Stock of Enterprise Funds 319,066 154,745 Interest from Guaranteed Insurance Contracts 20,956,370 20,845,795 Dividends from Common Stock of Enterprise 5,268,123 6,676,501 ------------ ------------ $100,107,978 $48,676,349 ============ ============ * Includes Dividends earned from Mutual Funds. 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 paid 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 --------------- ---- --------- --------------- Stable Value Fund 1997 $12.870313 7,702,788.469 1996 $12.098876 8,350,095.525 Enterprise Common Stock 1997 $11.554155 2,742,071.404 Fund 1996 $ 9.916231 2,526,215.433 Large Company Stock Index 1997 $15.509003 3,884,339.868 Fund 1996 $11.659470 3,124,673.082 Intermediate Govt. 1997 $11.443806 189,183.902 Securities Fund 1996 $10.507339 206,692.815 International Stock Fund 1997 $11.238976 767,863.690 1996 $10.966759 728,973.380 Mid/Small Company Stock 1997 $12.276519 1,149,212.528 Fund (1) 1996 $ 9.984863 676,256.863 Conservative Pre-Mix 1997 $11.709055 393,920.168 Portfolio (1) 1996 $10.316356 261,752.007 Moderate Pre-Mix 1997 $11.943916 878,893.594 Portfolio (1) 1996 $10.370244 666,547.701 Aggressive Pre-Mix 1997 $12.264464 1,152,300.026 Portfolio (1) 1996 $10.399420 861,443.643 - ----------------------------- (1) New Investment Option 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 ---- --------------- ---------------- 1997 $31.6875 275,610 1996 $27.2500 306,402 6. 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 April 8, 1998, 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 amounts from the Plan. 7. 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 Employee Benefits Committee Date: June 23, 1998 EXHIBIT INDEX Exhibit Number 1 Public Service Electric and Gas Company Employee Savings Plan, amended effective August 11, 1997. 2 Independent Auditors' Consent