SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 20, 1999
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
State of New Jersey 1-9120 22-2625848
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
80 Park Plaza, P.O. Box 1171
Newark, New Jersey 07101-1171
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 973-430-7000
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(Exact name of registrant as specified in its charter)
State of New Jersey 1-973 22-1212800
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
80 Park Plaza, P.O. Box 570
Newark, New Jersey 07101-0570
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 973-430-7000
Item 5. Other Events
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The following information updates certain matters previously reported
to the Securities and Exchange Commission under Item 1 - Business and Item 3
- -Legal Proceedings of Part I and Item 7 - Management's Discussion and Analysis
of Financial Condition and Results of Operations ("MD&A") and Item 8 - Financial
Statements and Supplementary Data of Part II of the Annual Reports on Form 10-K
for the year ended December 31, 1998, on Form 10-Q for the quarter ended March
31, 1999, on Form 8-K filed March 18, 1999, and on Form 8-K filed April 26, 1999
of Public Service Electric and Gas Company ("PSE&G") and of its parent, Public
Service Enterprise Group Incorporated ("PSEG").
PSE&G Records Extraordinary Charge
PSE&G recorded a $790 million (after tax) or $3.60 per share of PSEG
common stock extraordinary charge to earnings in the second quarter as a
result of the discontinuation of Statement of Financial Accounting Standards No.
71, "Accounting for the Effects of Regulation" for the electric generation
portion of its business. For further discussion, see the press release of PSEG
dated July 20, 1999, which is attached hereto as Exhibit 99.
Shareholder Derivative Lawsuits Dismissed
As previously disclosed, by complaints filed in 1995 and 1996,
shareholder derivative actions on behalf of PSEG shareholders were
commenced by purported shareholders against certain directors and officers. The
four complaints generally seek recovery of damages for alleged losses
purportedly arising out of PSE&G's operation of the Salem and Hope Creek
generating stations, together with certain other relief, including removal of
certain executive officers of PSE&G and PSEG and certain changes in the
composition of PSEG's Board of Directors. By letter dated July 9, 1999, the
Court advised the parties in the actions of its determination to grant the
defendants' motion for summary judgement dismissing all four derivative actions.
A written Order has not yet been issued. Public Service Enterprise Group Inc. by
G. E. Stricklin, derivatively v. E. James Ferland, et. al., Superior Court of
New Jersey, Chancery Division, Essex County, Docket No. C-160-96. Dr. Steven
Fink and Dr. David Friedman, P.C. Profit Sharing Plan, derivatively, et. al. v.
Lawrence R. Codey, et. al., Superior Court of New Jersey, Chancery Division,
Essex County, Docket No. C-65-96. A. Harold Datz Pension and Profit Sharing Plan
derivatively, et. al., v. Lawrence R. Codey, et. al., Superior Court of New
Jersey, Chancery Division, Essex County, Docket No. C-68-96. Tillie Greenberg,
derivatively v. E. James Ferland, et. al., Superior Court of New Jersey,
Chancery Division, Essex County, Docket No. C-188-96.
Item 7. Financial Statements and Exhibits
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Exhibit Designation Nature of Exhibit
99 PSEG Press Release dated July 20, 1999
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Registrant)
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(Registrant)
By: PATRICIA A. RADO
----------------------------------------------------
Patricia A. Rado
Vice President and Controller
(Principal Accounting Officer)
Date: July 21, 1999