-----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, F7j5Z8eVEnWFbLgE+MY3ZczT+5obfF9+qvs30ShPGb6LxjaspwSLJQyEHwLY/pL5 lAZbnMfKuk2Z+HPyqiZS9w== 0000950112-96-002023.txt : 19960617 0000950112-96-002023.hdr.sgml : 19960617 ACCESSION NUMBER: 0000950112-96-002023 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960614 SROS: NYSE SUBJECT COMPANY: 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: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34088 FILM NUMBER: 96581492 BUSINESS ADDRESS: STREET 1: 80 PARK PLZ STREET 2: PO BOX 570 CITY: NEWARK STATE: NJ ZIP: 07101 BUSINESS PHONE: 2014307000 FILED BY: 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: 1231 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 80 PARK PLZ STREET 2: PO BOX 570 CITY: NEWARK STATE: NJ ZIP: 07101 BUSINESS PHONE: 2014307000 SC 13E3/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3/A-2 (AMENDMENT NO. 2) RULE 13E-3 TRANSACTION STATEMENT (PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-3 (Sec.240.13e-3) THEREUNDER) PUBLIC SERVICE ELECTRIC AND GAS COMPANY (NAME OF THE ISSUER AND PERSON FILING STATEMENT) 4.08% Cumulative Preferred Stock 4.18% Cumulative Preferred Stock 4.30% Cumulative Preferred Stock 5.05% Cumulative Preferred Stock 5.28% Cumulative Preferred Stock 6.80% Cumulative Preferred Stock 6.92% Cumulative Preferred Stock (TITLE OF CLASS OF SECURITIES) 744567 306 (4.08% Cumulative Preferred Stock) 744567 405 (4.18% Cumulative Preferred Stock) 744567 504 (4.30% Cumulative Preferred Stock) 744567 603 (5.05% Cumulative Preferred Stock) 744567 702 (5.28% Cumulative Preferred Stock) 744567 801 (6.80% Cumulative Preferred Stock) 744567 710 (6.92% Cumulative Preferred Stock) (CUSIP NUMBER OF CLASS OF SECURITIES) Robert C. Murray Senior Vice President and Chief Financial Officer 80 Park Plaza, T4B P.O. Box 570 Newark, New Jersey 07101 (201) 430-5630 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) __________________________ This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [Sec.240.13e-3(c)] under the Securities Exchange Act of 1934. b. [ ] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Page 1 of 4 Pages CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE --------------------- -------------------- $ 125,260,500 $ 25,052.10 * Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction value was calculated by multiplying 187,500 shares of 4.08% Preferred Stock, 187,500 shares of 4.18% Preferred Stock, 187,500 shares of 4.30% Preferred Stock, 187,500 shares of 5.05% Preferred Stock, 187,500 shares of 5.28% Preferred Stock, 187,500 shares of 6.80% Preferred Stock and 450,000 shares of 6.92% Preferred Stock by $59.30, $60.76, $62.50, $73.40, $76.74, $97.42 and $99.14, the respective per share purchase prices. /x/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING. Amount Previously Paid: $ 25,052.10 Filing Parties: Public Service Electric and Gas Company Form or Registration Nos.: Schedule 13E-4 Date Filed: May 16, 1996 Page 2 of 4 Pages This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction Statement on Schedule 13E-3 originally filed by Public Service Electric and Gas Company (the "Company") on May 16, 1996 and amended on June 12, 1996 (as amended, the "Schedule 13E-3"). The Schedule 13E-3 is hereby amended as set forth herein. EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION IN THE SCHEDULE 13E-3 REMAINS UNCHANGED. ITEM 16. ADDITIONAL INFORMATION Item 16 is hereby amended and supplemented by adding thereto the following: (a) The tender Offer terminated in accordance with its terms at midnight, New York City time, on Thursday, June 13, 1996. The preliminary results of such offer are as set forth in Exhibit (d)(10) attached hereto. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS Item 17 is hereby amended and supplemented by adding thereto the following: (d)(10) Press Release issued by the Company dated June 14, 1996. Page 3 of 4 Pages SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: June 14, 1996 PUBLIC SERVICE ELECTRIC AND GAS COMPANY By: /s/ Francis J. Riepl ---------------------------------------------------- Name: Francis J. Riepl Title: Vice President and Treasurer Page 4 of 4 Pages EX-99.(D)(10) 2 EXHIBIT (d)(10) [LOGO] PSEG INVESTOR NEWS PSE&G CONTACT: BRIAN SMITH, DIRECTOR, INVESTOR RELATIONS 201 430-6564 NYSE:PEG ROBERT C. MURRAY, SENIOR VICE PRESIDENT AND CFO 201 430-5630 FRANCIS J. RIEPL, VICE PRESIDENT AND TREASURER 201 430-6556 - -------------------------------------------------------------------------------- June 14, 1996 PUBLIC SERVICE ELECTRIC AND GAS COMPANY ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER FOR SEVEN SERIES OF CUMULATIVE PREFERRED STOCK Public Service Electric and Gas Company (PSE&G) announced today (June 14, 1996) that, according to a preliminary count by the depositary, a total of 1,078,316 shares (or 51% of the total outstanding shares) of seven series of PSE&G's cumulative preferred stock have been tendered to the company pursuant to its offer to purchase up to a total of 1,575,000 shares for cash. The offer expired at 12:00 midnight, New York City time, on Thursday, June 13, 1996. On May 16, 1996, PSE&G offered to purchase shares of six series of its cumulative preferred stock traded on the New York Stock Exchange and a seventh series which is traded in the over-the-counter market and is not listed on any national securities exchange. Subject to final confirmation and pursuant to the terms of the offer, the following shares (and the percentage of the total outstanding before the offer) have been tendered to and accepted by PSE&G: 93,371 shares (or 37%) of its 4.08% cumulative preferred stock for a price of $59.30; 132,984 shares (or 53%) of its 4.18% cumulative preferred stock for a price of $60.76; 80,522 shares (or 32%) of its 4.30% cumulative preferred stock for a price of $62.50; 145,098 shares (or 58%) of its 5.05% cumulative preferred stock for a price of $73.40; 128,226 shares (or 51%) of its 5.28% cumulative preferred stock for a price of $76.74; 58,826 shares (or 24%) of its 6.80% cumulative preferred stock for a price of $97.42, and 439,289 shares (or 73%) of its 6.92% cumulative preferred stock for a price of $99.14. There will be no proration of the shares offered for tender. PSE&G expects to pay for the shares, properly tendered and not withdrawn, on June 17, 1996. The dealer managers for the tender offer are Goldman, Sachs & Co. and Merrill Lynch & Co. and the depositary is First Chicago Trust Company of New York. ######## Public Service Enterprise Group Incorporated, P.O. Box 1171, Newark, NJ 07101- 1171 - ------------------------------------------------------------------------------- Subsidiaries: Public Service Electric and Gas Company PSE&G Fuel Corporation Enterprise Diversified Holdings Incorporated Energy Development Corporation Community Energy Alternatives Incorporated Public Service Resources Corporation Enterprise Group Development Corporation PSEG Capital Corporation Enterprise Capital Funding Corporation -----END PRIVACY-ENHANCED MESSAGE-----