8-K 1 a39652.txt PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED 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 --------------- -------------------------------------------------------------- --------------------- 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)) 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 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 ----------------------------------------------- Thomas M. O'Flynn Executive Vice President and Chief Financial Officer April 21, 2005 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 --------------------------------------------- Robert E. Busch Senior Vice President - Finance and Chief Financial Officer April 21, 2005 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 --------------------------------------- Thomas M. O'Flynn Executive Vice President and Chief Financial Officer April 21, 2005 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 ------------------------------------- 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'