-----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, CHkG9D9G2ozmcGZK77KhD7bgAiK9cU9g2O10hKd+Gh0Lhriu5ZLTeRqK0kMQuZlw X2Q6xuufN37HU15dnx/f3Q== 0000950117-03-002624.txt : 20030617 0000950117-03-002624.hdr.sgml : 20030617 20030617173131 ACCESSION NUMBER: 0000950117-03-002624 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030616 ITEM INFORMATION: Other events FILED AS OF DATE: 20030617 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: 03747810 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: 03747812 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: 03747813 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 a35576.txt PUBLIC SERVICE ENTERPRISE GROUP INC. 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) June 16, 2003 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 incorporation) Identification No.)
80 Park Plaza, P.O. Box 1171 Newark, New Jersey 07101-1171 (Address of principal executive offices) (Zip Code) 973-430-7000 (Registrant's telephone number, including area code) http://www.pseg.com 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 incorporation) Identification No.)
80 Park Plaza, P.O. Box 1171 Newark, New Jersey 07101-1171 (Address of principal executive offices) (Zip Code) 973-430-7000 (Registrant's telephone number, including area code) http://www.pseg.com 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 incorporation) Identification No.)
80 Park Plaza, T-22 Newark, New Jersey 07102-4194 (Address of principal executive offices) (Zip Code) 973-456-3581 (Registrant's telephone number, including area code) http://www.pseg.com This combined Form 8-K is separately filed by Public Service Enterprise Group Incorporated (PSEG), 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. Power and Energy Holdings each make representations only as to itself and makes no other representations whatsoever as to any other company. Item 5. Other Events On June 16, 2003, PSEG, Power and Energy Holdings announced an action by Moody's Investors Service (Moody's) to place the respective credit ratings under review for possible downgrade. A copy of PSEG's and Moody's press releases dated June 16, 2003 are attached to this Form 8-K, incorporated herein by reference and filed herewith as Exhibits 99 and 99.1, respectively. 2 SIGNATURE 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. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (Registrant) By: /s/ Patricia A. Rado --------------------------------------- Patricia A. Rado Vice President and Controller (Principal Accounting Officer) Date: June 17, 2003 3 SIGNATURE 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. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. PSEG POWER LLC (Registrant) By: /s/ Patricia A. Rado --------------------------------------- Patricia A. Rado Vice President and Controller (Principal Accounting Officer) Date: June 17, 2003 4 SIGNATURE 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. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof. PSEG ENERGY HOLDINGS L.L.C. (Registrant) By: /s/ Thomas M. O'Flynn --------------------------------------- Thomas M. O'Flynn Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: June 17, 2003 5 EX-99 3 ex99.txt EXHIBIT 99 EXHIBIT 99 1903-2003 Investor News NYSE:PEG [PSEG LOGO] For further information, contact: Brian Smith, Director, Investor Relations Phone: 973-430-6564 celebrating 100 years Sue Carson, Director, Financial Communications Phone: 973-430-6565 Greg McLaughlin, Sr. Investor Relations Analyst Phone: 973-430-6568 - ------------------------------------------------------------------------------------------------
June 16, 2003 PSEG SAYS IT IS DISAPPOINTED BY MOODY'S RATINGS ACTION Public Service Enterprise Group (PSEG) said that it was disappointed by Moody's Investors Service's move today to place the ratings of PSEG and two subsidiaries, PSEG Power and PSEG Energy Holdings, under review for possible downgrade. "We have had ongoing dialogue with Moody's since it placed the businesses on negative outlook last October and we believed we had addressed all concerns expressed by the agency," said Thomas M. O'Flynn, PSEG's chief financial officer. "We have taken very specific steps to strengthen our balance sheet, improve our liquidity position, enhance our merchant energy and leveraged lease portfolios and curtail our international investments." Since last Fall, PSEG has: o Issued more than $1.2 billion of equity and equity-like securities. o Improved liquidity by refinancing bank lines and reducing short-term debt levels, resulting in available capacity of about $1.9 billion at the end of the first quarter of 2003. o Successfully termed up sales of energy and capacity at PSEG Power in both 10-month and 34-month tranches as part of New Jersey's Basic Generation Service (BGS) auction process. o Improved the risk profile of PSEG Energy Holdings by: o Reducing capital expenditures and operating costs at PSEG Energy Holdings to free up additional cash flow. o Repaying $252 million of PSEG Capital Corp. maturing debt with a successful new issue of $350 million. o Refinancing nearly $200 million of short-term, non-recourse project debt in local markets in Chile and Peru. o Receiving payments on a current basis for all energy-related leveraged leases. "Overall, PSEG has made considerable progress on many fronts, which we believe supports and even enhances our current ratings. This is reflected in the fact that the trading levels of all our securities have improved dramatically to date since last Fall," O'Flynn said. O'Flynn said PSEG will continue its dialogue with Moody's to address the concerns it voiced today. FORWARD-LOOKING STATEMENT Readers are cautioned that statements contained in this press release about our and our subsidiaries' future performance, including future revenues, earnings, strategies, prospects and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance they will be achieved. The results or events predicted in these statements may differ materially from actual results or events. Factors which could cause results or events to differ from current expectations include, among other things: the effects of weather; the performance of generating units and transmission systems; the availability and prices for oil, gas, coal, nuclear fuel and electricity; changes in the markets for electricity and other energy-related commodities; changes in the number of participants and the risk profile of such participants in the energy marketing and trading business; the effectiveness of our risk management and internal controls systems; the effects of regulatory decisions and changes in law; changes in competition in the markets we serve; the ability to recover regulatory assets and other potential stranded costs; the outcomes of litigation and regulatory proceedings or inquiries; the timing and success of efforts to develop domestic and international power projects; conditions of the capital markets and equity markets; advances in technology; changes in accounting standards; changes in interest rates and in financial and foreign currency markets generally; the economic and political climate and growth in the areas in which we conduct our activities; and changes in corporate strategies. For further information, please refer to our Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission. These documents address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this release. In addition, any forward-looking statements included herein represent our estimates only as of today and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our estimates change, unless otherwise required by applicable securities laws. EX-99 4 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 New York New York Daniel Gates Mo Ying W. Seto Managing Director Senior Vice President Corporate Finance Group Corporate Finance Group 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 PLACES PUBLIC SERVICE ENTERPRISE GROUP INC. (Baa2 SR. UNSEC.), PSEG POWER LLC (Baa1 SR. UNSEC.), AND PSEG ENERGY HOLDINGS LLC (Baa3 SR. UNSEC.) under REVIEW FOR POSSIBLE DOWNGRADE; AFFIRMS PUBLIC SERVICE ELECTRIC AND GAS COMPANY (A3 SR. SEC.) Approximately $5 Billion of Debt Securities Affected. New York, June 16, 2003 -- Moody's placed the ratings of Public Service Enterprise Group Inc. (Baa2 senior unsecured), PSEG Power LLC (Baa1 senior unsecured) and PSEG Energy Holdings LLC (Baa3 senior unsecured) under review for possible downgrade. Moody's affirmed the A3 senior secured debt rating for Public Service Electric and Gas Company (PSE&G), with a stable outlook. Ratings under review include the following: Page 1 of 3 Public Service Enterprise Group Inc.'s Baa2 senior unsecured debt; shelf registration for senior unsecured debt rated (P)Baa2, preferred securities rated (P)Baa3, and subordinated debt rated (P)Baa3; Prime-2 rating for commercial paper. Enterprise Capital Trust I, II, and III's preferred securities/junior subordinated debt rated Baa3. PSEG Funding Trust I, III and IV's shelf registration of preferred securities rated (P)Baa3; and PSEG Funding Trust II's preferred securities rated Baa3. PSEG Power LLC's Baa1 senior unsecured debt and senior unsecured pollution control revenue bonds. PSEG Energy Holdings LLC's Baa3 senior unsecured debt. The rating review reflects: (1) Concerns about the risk profile of PSEG Energy Holdings investments, particularly Latin American investments, merchant power plants, and a lease portfolio that includes substantial exposure to several non-investment grade energy merchants; Page 2 of 3 (2) Increasing exposure to the merchant power market in the Midwest, following completion of the uncontracted Waterford plant in Ohio and the Lawrenceburg plant in Indiana; (3) PSEG Power's large capital expenditure needs in 2003 and 2004. The rating review will focus upon perceived risks related to the nonregulated investments at PSEG Energy Holdings and the nonregulated generation business at PSEG Power. The review will also consider the potential impact on the debt rating of the parent, Public Service Enterprise, which relies upon dividends from these two subsidiaries and PSE&G. It is not expected that the review would result in the ratings of Public Service Enterprise Group or PSEG Power falling by more than one notch. Public Service Enterprise Group Inc., a diversified holding company, is headquartered in Newark, New Jersey. It has three principal subsidiaries. Public Service Electric and Gas is a regulated transmission and distribution utility in New Jersey. PSEG Power is a nonregulated generation company with over 11,000 megawatts of domestic generating assets, which were primarily transferred from the regulated T&D utility affiliate in 2000. PSEG Energy Holdings has non-regulated investments in leverage leases, domestic and international power projects, and regulated distribution utilities abroad. end Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----