-----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, WTSkeRM+F6e2QDexPUS8iIRkPqAiCm67PGQRaUuldqEBCoSi1aRG2pHWyt/o7G7s rVdYvwISesEC7yOjfotrig== 0000950117-06-003340.txt : 20060807 0000950117-06-003340.hdr.sgml : 20060807 20060804212854 ACCESSION NUMBER: 0000950117-06-003340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060804 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060804 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: 061007143 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: 061007144 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 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: 061007145 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: 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: 061007146 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 a42508.htm PUBLIC SERVICE ENTERPRISE GROUP

 

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) August 4, 2006

 

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)

 

New Jersey
001-09120
22-2625848
(State or other
jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
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

 

PUBLIC SERVICE ELECTRIC AND GAS COMPANY

(Exact name of registrant as specified in its charter)
New Jersey
001-00973
22-1212800
(State or other
jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

80 Park Plaza, P.O. Box 570

Newark, New Jersey 07101-0570

(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
jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

80 Park Plaza, T-25

Newark, New Jersey 07102-4194

(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
42-1544079
(State or other
jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

80 Park Plaza, T-20

Newark, New Jersey 07102-4194

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant's telephone number, including area code)

http://www.pseg.com

 

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 (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

 

The information contained in Item 8.01 Other Information in this combined Form 8-K is separately furnished, as noted, 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 provided by such company on its own behalf and in connection with its respective Form 8-K. PSE&G, Power and Energy Holdings each makes representations only as to itself and makes no other representations whatsoever as to any other company.

 

Item 8.01 Other Information

 

On August 4, 2006, Exelon Corporation (Exelon) and PSEG jointly issued a statement relating to their proposed merger. A copy of the statement is attached as exhibit 99.1

 

The statements contained in this communication about PSEG and its 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 PSEG, PSE&G, Power and Energy Holdings believe that these expectations are based on reasonable assumptions, they can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in PSEG's Annual Report on Form 10-K and subsequent reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission (SEC). A discussion of other risks associated with the proposed merger with Exelon Corporation is included in the definitive joint proxy statement/prospectus that Exelon filed with the SEC. These documents address in further detail the business, industry issues and other factors that could cause actual results to differ materially from those indicated in this communication. In addition, any forward-looking statements included herein represent PSEG's, PSE&G's, Power's and Energy Holdings' estimates only as of today and should not be relied upon as representing estimates as of any subsequent date. While PSEG, PSE&G, Power and Energy Holdings may elect to update forward-looking statements from time to time, they specifically disclaim any obligation to do so, even if the estimates change, unless otherwise required by applicable securities laws.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit 99.1

Joint Statement dated August 4, 2006.

 

 

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: August 4, 2006

 

 

 

 

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.

 

 

PUBLIC SERVICE ELECTRIC AND GAS COMPANY

(Registrant)

 

 

By:

                  /s/ Patricia A. Rado

 

 

 

Patricia A. Rado

Vice President and Controller

(Principal Accounting Officer)

 

 

Date: August 4, 2006

 

 

 

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 POWER LLC

(Registrant)

 

 

By:

                /s/ Patricia A. Rado

 

 

 

Patricia A. Rado

Vice President and Controller

(Principal Accounting Officer)

 

 

Date: August 4, 2006

 

 

 

 

5

 


 

 

 

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/ Patricia A. Rado

 

 

 

Patricia A. Rado

Controller

(Principal Accounting Officer)

 

 

 

 

Date: August 4, 2006

 

 

 

6

 

 

 

 EX-99 2 ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Media Relations Contacts:

 


 

PSEG  

Paul Rosengren - (973) 430-59111

 

Exelon  

Kellie Szabo - (312) 394-3071

 

 

STATEMENT FROM PSEG AND EXELON:

 

PSEG AND EXELON TO CONTINUE MERGER SETTLEMENT  

NEGOTIATIONS WITH NEW JERSEY

 

(NEWARK and CHICAGO – August 4, 2006) - PSEG and Exelon met late this afternoon with the New Jersey Board of Public Utilities (NJ BPU) staff to discuss the status of their proposed merger and the companies’ settlement offer valued at $1.46 billion.

 

The companies appreciate the NJ BPU’s commitment to engage in constructive and expeditious negotiations designed to reach a prompt resolution of the merger case.

 

This evening the Exelon Board of Directors met to consider the status of the merger. The Board authorized Exelon management to continue negotiations and report to the Board through August 21, 2006, and reconvene the Board if a satisfactory settlement is not concluded by that date. The Board also authorized management to terminate negotiations earlier if they will not result in a satisfactory settlement agreement.

 

“We are pleased that the NJ BPU staff is prepared to move forward with accelerated negotiations. We remain committed to the financial boundaries that we have outlined in our proposal but are flexible about the details. It has taken a great deal of effort to get this far and it makes sense to spend a little more time to try to make this work,” said John W. Rowe, chairman, president and CEO, Exelon.

 

“Both companies are prepared to continue our best efforts -- working around the clock, seven days a week -- to reach a resolution as quickly as possible. We still believe the merger has clear, tangible and meaningful benefits for New Jersey,” said E. James Ferland, chairman, president and CEO, PSEG.

 

Both Rowe and Ferland indicated they cannot predict the outcome of the negotiations and reiterated that both Boards of Directors would need to review and approve any settlement.

 

###

 

 

 

 

 

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