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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 19, 2005
Date of Report (Date of earliest event reported)
Commission File Exact Name of Registrant as Specified in Its Charter; State of IRS Employer
Number Incorporation; Address of Principal Executive Offices; and Identification Number
Telephone Number
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001-09120 Public Service Enterprise Group Incorporated 22-2625848
(a New Jersey Corporation)
80 Park Plaza
P.O. Box 1171
Newark, New Jersey 07101-1171
(973) 430-7000
001-00973 Public Service Electric and Gas Company 22-1212800
(a New Jersey Corporation)
80 Park Plaza
P.O. Box 570
Newark, New Jersey 07101-0570
(973) 430-7000
000-49614 PSEG Power LLC
(a Delaware Limited Liability Company) 22-3663480
80 Park Plaza-T25
Newark, New Jersey 07102-4194
(973) 430-7000
000-32503 PSEG Energy Holdings L.L.C. 42-1544079
(a New Jersey Limited Liability Company)
80 Park Plaza-T20
Newark, New Jersey 07102-4194
(973) 456-3581
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Amendment of Material Agreement
This Current Report on Form 8-K is being filed separately by Public Service
Enterprise Group Incorporated (PSEG), Public Service Electric and Gas Company
(PSE&G), PSEG Power LLC (Power) and PSEG Energy Holdings L.L.C. (Energy
Holdings). Information contained herein relating to any individual company is
filed by such company on its own behalf. PSE&G, Power and Energy Holdings each
make representations only as to itself and make no representations as to any
other company.
On April 19, 2005, Registrant amended the Key Executive Severance Plan of Public
Service Enterprise Group Incorporated to provide an enhancement to the plan's
provisions that would allow participants to receive severance benefits following
a change in control.
Under the enhanced provisions, a participant whose position is changed following
the effective date of a change in control to one which requires an increase in
the one-way commuting distance from his or her principal residence by more than
50 miles may elect to decline the position and terminate his or her employment
for "Good Reason" and still receive a severance benefit. However, the severance
benefit to which the participant would be entitled in such instance would be
limited to two weeks of pay for every year of service (with a minimum of 26
weeks and a maximum of 52 weeks) and certain other health and welfare benefits.
This new severance benefit is less than the severance benefits to which a
participant would be entitled under the plan's other provisions if, after the
effective date of a change in control, the participant's employment were to be
terminated without cause or the participant were to terminate his or her
employment on account of the other "Good Reason" provisions of the plan.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
10 Key Executive Severance Plan of Public Service Enterprise Group
Incorporated amended on April 19, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Public Service Enterprise Group Incorporated
/s/ Thomas M. O'Flynn
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Thomas M. O'Flynn
Executive Vice President and
Chief Financial Officer
April 21, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Public Service Electric and Gas Company
/s/ Robert E. Busch
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Robert E. Busch
Senior Vice President - Finance
and Chief Financial Officer
April 21, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PSEG Power LLC
/s/ Thomas M. O'Flynn
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Thomas M. O'Flynn
Executive Vice President
and Chief Financial Officer
April 21, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PSEG Energy Holdings L.L.C.
/s/ Thomas M. O'Flynn
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Thomas M. O'Flynn
Executive Vice President and
Chief Financial Officer
April 21, 2005
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as.............................. 'SS'