-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8igjAUdnCCecdBnjTt8SNBij+skJnnSr6atUBtF5DZkrwH1v1MdOSm0zu6bBmoI vDy08OYaGJoIqXFKzzRgqA== 0000788784-02-000097.txt : 20021011 0000788784-02-000097.hdr.sgml : 20021011 20021011170939 ACCESSION NUMBER: 0000788784-02-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021011 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000081033 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 221212800 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0717 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00973 FILM NUMBER: 02787865 BUSINESS ADDRESS: STREET 1: CORPORATE ACCOUNTING SERVICES STREET 2: 80 PARK PLAZA, 9TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102-4194 BUSINESS PHONE: 973-430-7000 MAIL ADDRESS: STREET 1: CORPORATE ACCOUTNING SERVICES STREET 2: 80 PARK PLAZA, 9TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102-4194 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSEG POWER LLC CENTRAL INDEX KEY: 0001158659 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 223663480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49614 FILM NUMBER: 02787866 BUSINESS ADDRESS: STREET 1: 80 PARK PLAZA T-6 STREET 2: ` CITY: NEWARK STATE: NJ ZIP: 07111 BUSINESS PHONE: 9734307000 MAIL ADDRESS: STREET 1: 80 PARK PLAZA T-6 CITY: NEWARK STATE: NJ ZIP: 07111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PSEG ENERGY HOLDINGS LLC CENTRAL INDEX KEY: 0001089206 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 222983750 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32503 FILM NUMBER: 02787867 BUSINESS ADDRESS: STREET 1: 80 PARK PLAZA STREET 2: 22ND FLOOR CITY: NEWARK STATE: NJ ZIP: 07102-4194 BUSINESS PHONE: 973-456-3581 MAIL ADDRESS: STREET 1: 80 PARK PLAZA STREET 2: 22ND FLOOR CITY: NEWARK STATE: NJ ZIP: 07102-4194 FORMER COMPANY: FORMER CONFORMED NAME: PSEG ENERGY HOLDINGS INC DATE OF NAME CHANGE: 19990621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE ENTERPRISE GROUP INC CENTRAL INDEX KEY: 0000788784 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 222625848 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09120 FILM NUMBER: 02787868 BUSINESS ADDRESS: STREET 1: CORPORATE ACCOUNTING SERVICES STREET 2: 80 PARK PLAZA, 9TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102-4194 BUSINESS PHONE: 973-430-7000 MAIL ADDRESS: STREET 1: CORPORATE ACCOUNTING SERVICES STREET 2: 80 PARK PLAZA, 9TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102-4194 8-K 1 pseg-enterprise_8koct11.txt FORM 8-K UNITED STATES 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) October 11, 2002 PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (Exact name of registrant as specified in its charter) New Jersey 001-09120 22-2625848 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of 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) New Jersey 001-00973 22-1212800 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of 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 PSEG POWER LLC (Exact name of registrant as specified in its charter) Delaware 000-49614 22-3663480 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of 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 PSEG ENERGY HOLDINGS L.L.C. (Exact name of registrant as specified in its charter) New Jersey 000-32503 22-2983750 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 80 Park Plaza, T-22, Newark, New Jersey 07102 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 973-456-3581 Item 5. Other Events - -------------------- The following information updates certain matters previously reported to the Securities and Exchange Commission under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of Part II of the Annual Reports on Form 10-K for the year ended December 31, 2001 and Part II of the Quarterly Reports on Form 10-Q or Form 10-Q/A for the quarters ended March 31, 2002 and June 30, 2002 of Public Service Enterprise Group Incorporated (PSEG), Public Service Electric and Gas Company, PSEG Power LLC (Power) and PSEG Energy Holdings L.L.C. (Energy Holdings). Credit Ratings - -------------- Moody's Investors Service (Moody's) has reaffirmed credit ratings but changed the outlook from stable to negative for PSEG, Power and Energy Holdings. Reference is made to the Moody's report issued on October 11, 2002 and our press release dated October 11, 2002, copies of which are attached hereto as Exhibits 99 and 99.1. Item 7. Financial Statements and Exhibits - ----------------------------------------- Exhibit Designation Nature of Exhibit 99 Moody's Report issued October 11, 2002 99.1 PSEG Press Release dated October 11, 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their respective behalf by the undersigned thereunto duly authorized. PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED PUBLIC SERVICE ELECTRIC AND GAS COMPANY PSEG POWER LLC ---------------- (Registrants) By: /s/Patricia A. Rado ------------------------- Patricia A. Rado Vice President and Controller (Principal Accounting Officer) Date: October 11, 2002 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 thereunto duly authorized. PSEG ENERGY HOLDINGS L.L.C. --------------------------- (Registrant) By: /s/ Derek DiRisio --------------------------- Derek DiRisio Vice President and Controller (Principal Accounting Officer) Date: October 11, 2002 EX-99 2 pseg8kexhibit99.txt EXHIBIT 99 - MOODY'S REPORT Exhibit 99 New York New York John Diaz Mo Ying W. Seto Managing Director Senior Vice President Corporate Finance Corporate Finance Moody's Investors Service Moody's Investors Service JOURNALISTS: 212-553-0376 JOURNALISTS: 212-553-0376 SUBSCRIBERS: 212-553-1653 SUBSCRIBERS: 212-553-1653 MOODY'S AFFIRMS RATINGS FOR PUBLIC SERVICE ELECTRIC AND GAS COMPANY (A3 SR. SEC.) WITH STABLE OUTLOOK. MOODY'S ALSO AFFIRMS THE DEBT RATINGS OF PUBLIC SERVICE ENTERPRISE GROUP INC. (Baa2 SR. UNSEC.), PSEG POWER LLC (Baa1 SR. UNSEC.) AND PSEG ENERGY HOLDINGS LLC (Baa3 SR. UNSEC.), BUT CHANGES THEIR OUTLOOK TO NEGATIVE Approximately $15.9 Billion of Debt Affected - ----------------------------------------------- New York, [October 11, 2002] -- Moody's affirmed the debt ratings of Public Service Electric and Gas Company (A3 senior secured) with a stable outlook. At the same time, Moody's affirmed the debt ratings of Public Service Enterprise (Enterprise) Group Inc., (Baa2 senior insecured), PSEG Power (Power) LLC (Baa1 senior unsecured), and PSEG Energy Holdings (Energy Holdings) LLC (Baa3 senior unsecured), but changed their outlook to negative. Moody's action stems from pressures at Energy Holdings' portfolio of investments in Latin America and in leases to the merchant energy sector. In addition, Power faces renewal of its contracts in the near term at time of weaker power prices, which could result in lower margins and cash flow from this subsidiary. Ratings confirmed include the following: Public Service Electric and Gas Company's A3 first mortgage bonds; its A3 senior secured pollution control revenue bonds; its shelf registration of senior secured debt rated (P)A3, senior unsecured debt rated (P)Baa1 and subordinated debt/preferred stock rated (P)Baa2(P)Baa3; its revolving credit facilities rated Baa1; and its Baa1 issuer rating. Also confirmed are Public Service Electric and Gas Capital L.P.'s preferred securities rated Baa2; PSE&G Capital Trust II's preferred securities rated Baa2; PSE&G Capital III's and IV's shelf registration of preferred securities rated (P)Baa2; and Public Service Electric and Gas Company's Prime-2 short-term rating for commercial paper. Energy Holdings is an intermediate holding company for both PSEG Resources (Resources) and PSEG Global (Global). Energy Holdings' revenues and earnings represented 11% and 20% of Enterprise's consolidated revenues and earnings, respectively. Resources has passive investments in leveraged and cross-border leases. Resources' foreign leases are denominated in and payable in U.S. dollars. However, the credit quality of certain domestic Resources' leveraged leases has deteriorated recently. However, 75% of Resources' leases are rated investment grade. Global develops, owns and operates regulated distribution utility systems and electric generation in the U.S., Brazil, Chile, Peru, Poland, Venezuela, Tunisia, Taiwan, and China. Global's investments continue to be exposed to weakened economics in both the U.S. and abroad, as well as political and currency risks. All of Global's Argentina investments ($380 million after-tax) were written off in the second quarter of 2002. While Energy Holdings' cash flow and earnings are diversified, such contributions to Enterprise's consolidated financial results continue to be very modest. Moody's said that significant portions of Power's supply is contracted indirectly to its regulated transmission and distribution affiliate, Public Service Electric and Gas (PSE&G) and other regulated New Jersey utilities, and such contracted obligations currently extend through July 31, 2003. However, the New Jersey Board of Public Utilities (NJBPU) will conduct its next competitive supply auction in early 2003. At this point, the future terms of such competitive supply contracts have yet to be determined. The New Jersey regulators could potentially consider two-year power contracts or one-year contracts with extension options. While Power has a balanced portfolio with strong locational advantages, the overall outlook for wholesale power markets continues to be weak. Although energy prices are currently higher than they were at the time of initial auction, we believe that future contracted revenues for Power could result in lower margins than under the current Basic Generation Service (BGS) contracts it has with suppliers to New Jersey utilities. Although PSE&G's regulated transmission and distribution business is less risky than the unregulated generation business, its electric rates have been capped since August 1999. In addition, the utility has reduced its rates by 13.7% during the transition period over the last few years. Through the BGS contract, PSE&G's commodity and price risks are mitigated through July 31, 2003. In May 2002, PSE&G, as required for the state's electric utilities, filed an application with the NJBPU for a $250 million, or 12.8% increase in electricity distribution revenues. The NJBPU is expected to issue a rate order by mid-2003 for the new rates to go into effect on August 1, 2003, the end of the competitive transition period. We believe that the New Jersey regulators would likely issue a reasonable rate decision next year. In early 2003, the NJBPU will conduct a second competitive supply auction in order for the state regulated transmission and distribution utilities to lock in BGS contracts for yet-to-be determined periods to serve their provider of last resort customers who do not choose alternative supplies but remain with the incumbent utilities. Moody's will monitor the quality of Energy Holdings' portfolio. Further deterioration in the portfolio could lead to further negative rating action. However, improvement in the portfolio, or a significant reduction in financial leverage could help to stabilize its rating. We will also monitor the outcome of the competitive supply auction. Power's ability to win sound contracts in the auction, particularly if those contracts are for longer terms, would also help to stabilize its rating. Public Service Enterprise Group, Inc., a diversified energy holding company, is headquartered in Newark, New Jersey. end EX-99 3 pseg8kexhibit99_1.txt EXHIBIT 99.1-PSEG PRESS RELEASE Exhibit 99.1 PSEG Investor News NYSE:PEG For further information, contact: > Brian Smith, Director, Investor Relations Phone: 973-430-6564 > Greg McLaughlin, Sr. Investor Relations Analyst Phone: 973-430-6568 > Meg Butler, Sr. Investor Relations Analyst Phone: 973-430-6565 - -------------------------------------------------------------------------------- October 11, 2002 MOODY'S INVESTORS SERVICE REAFFIRMS ALL CREDIT RATINGS BUT CHANGES OUTLOOK FOR PSEG AND TWO SUBSIDIARIES Public Service Enterprise Group (PSEG) today said that Moody's Investors Service has reaffirmed credit ratings but changed the outlook from stable to negative for PSEG, PSEG Power and PSEG Energy Holdings. The outlook change means Moody's will monitor the three businesses more closely with respect to developments that may impact its ratings. Moody's reaffirmed both the ratings and stable outlook for Public Service Electric and Gas Company. "PSEG's senior management has had ongoing discussions with Moody's regarding our financial, strategic and operating plans and activities," said Thomas O'Flynn, chief financial officer. "We are pleased that Moody's reaffirmed current ratings on all our businesses, but we are surprised by its outlook changes. However, we recognize that we are operating in a very difficult business environment." "PSEG and its subsidiaries have sound business fundamentals that support reasonable earnings and cash flow targets," O'Flynn added. "In September, we strengthened our balance sheet by successfully selling $460 million of participating units, which are preferred securities that are mandatorily convertible into common equity." O'Flynn also emphasized that PSEG has minimal long-term debt maturities on the horizon and has strong liquidity sources -- both important measures of financial strength. He said PSEG will continue frequent dialogue with Moody's in an effort to assure the rating agency that the company's fundamentals support the retention of the current ratings. ================================================================================ This release includes forward-looking statements. Although Public Service Enterprise Group Incorporated and its subsidiaries believe that their expectations are based on reasonable assumptions, they can give no assurance that these expectations will be achieved. For further information, please refer to their reports filed with the Securities and Exchange Commission. These documents address company business, industry issues and other factors that could cause actual results to differ materially from those indicated in this release. ================================================================================ -----END PRIVACY-ENHANCED MESSAGE-----