<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Public Service Enterprise Group Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
LOGO
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
80 PARK PLAZA, P.O. BOX 1171, NEWARK, NEW JERSEY 07101-1171
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 18, 1995
AND
PROXY STATEMENT
TO THE STOCKHOLDERS OF PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED:
Notice Is Hereby Given that the Annual Meeting of Stockholders of Public
Service Enterprise Group Incorporated will be held at Newark Symphony Hall,
1020 Broad Street, Newark, New Jersey, on April 18, 1995, at 2:00 P.M., for the
following purposes:
1. To elect four members of Class II of the Board of Directors to hold
office until the Annual Meeting of Stockholders in 1998 and one member
of Class I to hold office until the Annual Meeting of Stockholders in
1997, in each case until their respective successors are elected and
qualified;
2. To consider and act upon the approval of the appointment of Deloitte &
Touche LLP as independent auditors for the year 1995; and
3.To transact such other business as may properly come before said meeting
or any adjournment thereof.
Stockholders entitled to vote at the meeting are the holders of Common Stock
of record at the close of business on February 27, 1995.
By order of the Board of Directors,
Robert S. Smith
Secretary
February 28, 1995
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THE ACCOMPANYING
PROXY FORM PROMPTLY.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTRODUCTION.............................................................. 1
VOTING SECURITIES......................................................... 1
BOARD OF DIRECTORS........................................................ 2
COMMITTEES OF THE BOARD .................................................. 3
ELECTION OF DIRECTORS (Proposal 1)........................................ 4
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT............................ 8
EXECUTIVE COMPENSATION ................................................... 9
Summary Compensation Table .............................................. 9
Option Grants in Last Fiscal Year (1994)................................. 10
Aggregated Option Exercises in Last Fiscal Year (1994) and Fiscal Year-
End Option Values (12/31/94)............................................ 11
Employment Contracts and Arrangements.................................... 11
Compensation Committee Interlocks and Insider Participation.............. 11
Compensation of Directors and Certain Business Relationships............. 12
Compensation Pursuant to Pension Plans................................... 12
ORGANIZATION AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION ........................................ 13
PERFORMANCE GRAPH ........................................................ 16
APPOINTMENT OF INDEPENDENT AUDITORS (Proposal 2) ......................... 16
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS.............................. 17
MISCELLANEOUS ............................................................ 17
</TABLE>
<PAGE>
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by Public Service Enterprise Group Incorporated (Enterprise) on behalf
of its Board of Directors to be voted at the 1995 Annual Meeting of
Stockholders of Enterprise. Enterprise is a public utility holding company that
owns directly two subsidiaries: its principal subsidiary, Public Service
Electric and Gas Company (PSE&G), which is an operating electric and gas
utility; and Enterprise Diversified Holdings Incorporated (EDHI), which
directly owns the non-utility businesses of Enterprise. The complete mailing
address of the principal executive offices of Enterprise is 80 Park Plaza, P.O.
Box 1171, Newark, New Jersey 07101-1171, telephone (201) 430-7000. The
approximate date on which this Proxy Statement and the accompanying proxy were
first sent or given to security holders was March 8, 1995.
Every vote is important. Accordingly, each stockholder is urged to date, sign
and return the accompanying proxy form whether or not he or she plans to attend
the meeting. When a proxy form is returned properly dated and signed, the
shares represented thereby will be voted by the persons named as proxies in
accordance with each stockholder's directions. Stockholders may specify their
choices by marking the appropriate boxes on the enclosed proxy form. If a proxy
form is dated, signed and returned without specifying choices, the shares will
be voted as recommended by the Board of Directors.
A proxy given in the form which accompanies this Proxy Statement is
revocable. However, by law, the presence at the Annual Meeting of a stockholder
who has given such a proxy will not revoke the proxy, unless the stockholder
files a written notice of such revocation with the Secretary of Enterprise
prior to the voting of the proxies at the meeting, or the stockholder votes the
shares subject to the proxy by written ballot.
VOTING SECURITIES
Holders of record of the 244,697,930 shares of Common Stock of Enterprise
outstanding at the close of business on February 27, 1995 will have one vote
per share. The holders of Common Stock entitled to cast a majority of the votes
at the meeting, present in person or represented by proxy, will constitute a
quorum. All votes cast by proxy or in person will be counted. Abstentions and
broker non-votes will not be counted.
The accompanying proxy includes any shares registered in the name listed
thereon in the Enterprise Dividend Reinvestment and Stock Purchase Plan and the
Enterprise Employee Stock Purchase Plan.
Participants in the PSE&G Thrift and Tax Deferred Savings Plan or PSE&G
Employee Savings Plan will receive a separate direction card from each plan's
trustee for shares that have been allocated to their accounts under the
Enterprise Common Stock Fund D and their ESOP Accounts. The trustee will vote
the shares of Enterprise Common Stock beneficially owned by the participant
under the respective plan only in accordance with such participant's
instructions.
Stockholders are entitled to cumulative voting in the election of directors.
This means that stockholders may cast with respect to the class to be elected a
number of votes equal to the number of votes to which their shares are entitled
multiplied by the number of directors to be elected in that class. The votes
may be cast for the election of one nominee or may be distributed among as many
nominees in that class as desired.
1
<PAGE>
BOARD OF DIRECTORS
Management of Enterprise is under the general direction of the Board of
Directors. The Board is divided into three classes of as nearly equal numbers
of directors as possible. As a result of this classification of directors, one
class of directors is elected each year for a three-year term. Directors whose
terms expire are eligible for renomination and will be considered by the
Nominating Committee in accordance with its customary standards, subject to the
retirement policy for directors mentioned below.
The present terms of the four directors included in Class II of the Board of
Directors, Lawrence R. Codey, E. James Ferland, Irwin Lerner and Marilyn M.
Pfaltz, expire at the 1995 Annual Meeting. Messrs. Ferland and Lerner and Ms.
Pfaltz have each been nominated to serve as a director in Class II for a new
three-year term, which will expire at the 1998 Annual Meeting. Mr. Codey has
been nominated to serve as a director in Class I, for a two-year term, which
will expire at the 1997 Annual Meeting.
In addition, the term of Richard J. Swift, who was initially elected a
director by the Board of Directors effective December 20, 1994, will expire at
the 1995 Annual Meeting. Mr. Swift has been nominated to serve as a director in
Class II, for a three-year term, which will expire at the 1998 Annual Meeting.
Therefore, this year directors will be elected to fill four positions in
Class II to serve until the 1998 Annual Meeting and one position in Class I to
serve until the 1997 Annual Meeting, in each case until their respective
successors are elected and qualified. All the nominees, except Mr. Swift, were
elected to their present terms by the stockholders. The present term of Class I
of the Board of Directors expires at the 1997 Annual Meeting, and the present
term of Class III expires at the 1996 Annual Meeting. Directors in Class I
(other than Mr. Codey), and Class III will not be elected at the 1995 Annual
Meeting.
The By-Laws of Enterprise currently provide that the Board of Directors shall
consist of not less than 3 nor more than 16 directors as shall be fixed from
time to time by the Board. The number of directors is now fixed at 11.
The Board of Directors of Enterprise holds regular monthly meetings, except
in August, and meets on other occasions when circumstances require. The Board
met 13 times in 1994, and, on average, the meetings lasted approximately two
hours. Directors spend additional time preparing for Board and committee
meetings they attend, and are called upon for counsel between meetings. In
addition, certain directors serve on the Boards of Directors of PSE&G and EDHI.
The PSE&G Board met 18 times and the EDHI Board met eight times in 1994.
Committee membership and membership on the PSE&G and EDHI Boards are shown in
the biographies under "Election of Directors".
Under the retirement policy for directors, directors who have never been
employees of the Enterprise group of companies and directors who are former
chief executive officers of Enterprise may not serve as directors beyond the
Annual Meeting of Stockholders following their seventieth birthday. Other
directors who are former employees other than chief executive officers may not
serve as directors beyond the Annual Meeting of Stockholders following
termination of active employment with the Enterprise group of companies.
During 1994, Robert R. Ferguson, Jr., who retired as a director in April
1994, filed one late report on Form 4 pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended, with respect to one transaction
involving the purchase by Mr. Ferguson's wife of Enterprise Common Stock as to
which Mr. Ferguson was deemed to be the beneficial owner.
2
<PAGE>
COMMITTEES OF THE BOARD
The committees of the Enterprise Board and their principal functions are as
follows:
Audit Committee
Makes recommendations to the Board of Directors regarding the selection of
independent auditors. Reviews independence of independent auditors, services
provided by them, their fees and peer review reports of their performance.
Reviews annual audit reports of both independent and internal auditors. Reviews
planned scope of future audits. Ascertains implementation of auditors'
recommendations. Reviews internal auditing procedures and internal accounting
controls. Reviews adequacy and implementation of policies and practices
relating to accounting, financial reporting, internal auditing, operating
controls, compliance and business ethics. Meets periodically with management as
well as with representatives of the independent and internal auditors. The
Committee held four meetings in 1994.
Executive Committee
Except as otherwise provided by law, has and may exercise all the authority
of the Board of Directors when the Board is not in session. This Committee
meets only on call and did not meet during 1994.
Finance Committee
Considers financial policies, or changes therein, before presentation to the
Board of Directors. Periodically reviews financial planning. Makes
recommendations to the Board of Directors regarding the issuance and sale of
securities. Oversees funding of the pension plan of PSE&G. The Committee held
eight meetings in 1994.
Nominating Committee
Makes recommendations to the Board of Directors with respect to nominations
for the Board. Studies and makes recommendations concerning the size and
composition of the Board of Directors, including policies relating to the
retirement of directors. The Committee met three times in 1994.
The Nominating Committee will consider stockholders' recommendations for
nominees for election to the Board of Directors. Such recommendations must be
submitted in writing to Robert S. Smith, Secretary, T4B, Public Service
Enterprise Group Incorporated, 80 Park Plaza, P.O. Box 1171, Newark, New Jersey
07101-1171. Nominations must be accompanied by the written consent of any such
person to serve if nominated and elected and by biographical material to permit
evaluation of the individual recommended. In addition, the By-Laws of
Enterprise require that shareholder nominations must be submitted at least 90
days in advance of an Annual Meeting.
The Committee seeks candidates with an attained position of leadership in
their field of endeavor, breadth of experience, and sound business judgment. It
is the policy of the Board of Directors that a person who is not an employee of
Enterprise shall not be recommended initially to the stockholders for election
as a director unless it appears that, consistent with the retirement policy for
directors referred to above, such person would be available to serve as a
director for at least five years.
Nuclear Committee
Established in February 1995 to provide an independent basis for evaluating
the safety and effectiveness of the nuclear operations of PSE&G. Specific
attention is to be provided to evaluation of overall management attention to
nuclear safety, regulatory issues and other evaluations of nuclear operations,
and to improvement in operations.
3
<PAGE>
Organization and Compensation Committee
Studies and makes recommendations to the Board of Directors concerning
organization in general and compensation for certain executives. Administers
the compensation program for executive officers. Makes comparative studies and
reports to the Board of Directors with respect to compensation for directors
who are not officers. Reviews and makes recommendations to the Board of
Directors with respect to certain benefit plans for directors and officers.
Administers certain benefit plans for directors and officers. The Committee
held four meetings in 1994.
PROPOSAL 1
ELECTION OF DIRECTORS
At the 1995 Annual Meeting of Stockholders, four members of Class II of the
Board of Directors are to be elected to hold office until the Annual Meeting of
Stockholders in 1998, and one member of Class I of the Board of Directors is to
be elected to hold office until the Annual Meeting of Stockholders in 1997, in
each case until their respective successors are elected and qualified.
The nominees listed below were selected by the Board of Directors of
Enterprise upon the recommendation of the Nominating Committee. Proxies in the
accompanying form will be voted for these nominees, unless authority to vote
for one or more of them shall have been withheld by so marking the enclosed
proxy.
If at the time of the meeting any of the nominees listed below should be
unable to serve, which is not anticipated, it is the intention of the persons
designated as proxies to vote, in their discretion, for other nominees, unless
the number of directors constituting a full board is reduced.
There is shown as to each nominee, and as to each director whose term of
office will continue after the 1995 Annual Meeting, the period of service as a
director of Enterprise (and PSE&G prior to the formation of Enterprise), age as
of the date of the Annual Meeting, present committee memberships, business
experience during the last five years and other present directorships.
Beneficial ownership of Enterprise Common Stock is shown under Security
Ownership of Directors and Management. During 1994, each nominee and each
director attended more than 75% of the aggregate number of Board meetings and
committee meetings on which he or she served.
4
<PAGE>
NOMINEES FOR ELECTION AS DIRECTOR
CLASS II -- NOMINEES FOR TERMS EXPIRING IN 1998
E. James Ferland has been a director since 1986, and
Chairman of the Board, President and Chief Executive Officer
of Enterprise since July 1986, Chairman of the Board and
Chief Executive Officer of PSE&G since September 1991, and
Chairman of the Board and Chief Executive Officer of EDHI
since June 1989. Age 53. Chairman of Executive Committee.
President of PSE&G from July 1986 to September 1991. Director
of PSE&G and of EDHI and its subsidiaries, Community Energy
Alternatives Incorporated, Enterprise Capital Funding
Corporation, Energy Development Corporation, Enterprise Group
Development Corporation, PSEG Capital Corporation, and Public
Service Resources Corporation. Director of First Fidelity
Bancorporation, First Fidelity Bank, N.A., Foster Wheeler
Corporation and The Hartford Steam Boiler Inspection and
Insurance Company. Photo
E. James
Ferland
Irwin Lerner has been a director since 1981. Age 64.
Chairman of Nominating Committee and member of Audit
Committee, Nuclear Committee and Organization and
Compensation Committee. Director of Enterprise's subsidiary,
PSE&G. Was Chairman, Board of Directors and Executive
Committee from January 1993 to September 1993 and President
and Chief Executive Officer from 1980 to December 1992 of
Hoffmann-La Roche Inc., Nutley, New Jersey (manufactures
pharmaceuticals, vitamins, fine chemicals and provides home
health care and diagnostic products and services). Director
of Humana Inc. and Affymax, N.V. Photo
Irwin Lerner
Marilyn M. Pfaltz has been a director since 1980. Age 62.
Member of Audit Committee, Nominating Committee and
Organization and Compensation Committee. Director of
Enterprise's subsidiary, EDHI. Has been a partner of P and R
Associates, Summit, New Jersey (communication specialists),
since 1968. Trustee of New Jersey Automobile Club (AAA). Photo
Marilyn M.
Pfaltz
Richard J. Swift has been a director since December 20,
1994. Age 50. Member of Audit Committee, Finance Committee
and Nuclear Committee. Director of Enterprise's subsidiary,
EDHI. Has been Chairman of the Board, President and Chief
Executive Officer of Foster Wheeler Corporation, Clinton, New
Jersey (provides design, engineering, construction,
manufacturing, management, plant operations and environmental
services) since May 1994. Was President and Chief Operating
Officer of Foster Wheeler Corporation from December 1992 to
May 1994, Executive Vice President from April 1992 to
December 1993 and Chief Executive Officer and Group Executive
of Power Systems Group of Foster Wheeler Corporation from
September 1989 to April 1992. Director of Foster Wheeler
Corporation. Photo
Richard J.
Swift
5
<PAGE>
NOMINEES FOR ELECTION AS DIRECTOR
CLASS I--NOMINEE FOR TERM EXPIRING IN 1997
Lawrence R. Codey has been a director since 1991. Age 50.
Member of Executive Committee and Finance Committee. Has been
President and Chief Operating Officer of PSE&G since
September 1991. Was Senior Vice President-Electric of PSE&G
from January 1989 to September 1991. Director of PSE&G.
Director of Sealed Air Corporation, The Trust Company of New
Jersey, United Water Resources Inc. and Blue Cross & Blue
Shield of New Jersey.
Photo
Lawrence R.
Codey
----------------
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 1995 ANNUAL MEETING AND WHO ARE NOT
SUBJECT TO ELECTION THIS YEAR
CLASS I--DIRECTORS WHOSE TERMS EXPIRE IN 1997
Ernest H. Drew has been a director since 1993. Age 58.
Member of Audit Committee, Finance Committee and Nominating
Committee. Director of Enterprise's subsidiary, EDHI. Has
been a Member, Board of Management, Hoechst AG, Frankfurt,
Germany (manufactures pharmaceuticals, chemicals, fibers,
film, specialties and advanced materials) since January 1995.
Was Chairman of the Board and Chief Executive Officer of
Hoescht Celanese Corporation, Somerville, New Jersey from May
1994 until January 1995, and President and Chief Executive
Officer from January 1988 until May 1994. Director of Thomas
& Betts Corporation, Manville Corporation and Riverwood
International Corporation.
Photo
Ernest H.
Drew
James C. Pitney has been a director since 1979. Age 68.
Chairman of Finance Committee and member of Audit Committee,
Nominating Committee and Organization and Compensation
Committee. Director of Enterprise's subsidiary, PSE&G. Has
been a partner in the law firm of Pitney, Hardin, Kipp &
Szuch, Morristown, New Jersey, since 1958. Director of Tri-
Continental Corporation and sixteen funds of the Seligman
family of funds.
Photo
James C.
Pitney
6
<PAGE>
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 1995 ANNUAL MEETING AND WHO ARE NOT
SUBJECT TO ELECTION THIS YEAR
CLASS III -- DIRECTORS WHOSE TERMS EXPIRE IN 1996
T. J. Dermot Dunphy has been a director since 1980. Age
63. Chairman of Audit Committee and member of Executive
Committee and Organization and Compensation Committee.
Director of Enterprise's subsidiary, EDHI. Has been
President and Chief Executive Officer of Sealed Air
Corporation, Saddle Brook, New Jersey (manufactures
protective packaging products and systems), since 1971.
Director of Sealed Air Corporation, UJB Financial Corp. and
United Jersey Bank. Photo
T. J.
Dermot
Dunphy
Raymond V. Gilmartin has been a director since 1993. Age
54. Member of Finance Committee, Nuclear Committee and
Organization and Compensation Committee. Director of
Enterprise's subsidiary, PSE&G. Has been Chairman of the
Board, President and Chief Executive Officer of Merck & Co.,
Inc., Whitehouse, New Jersey (discovers, develops, produces
and markets human and animal health products) since November
1994. Was President and Chief Executive Officer of Merck &
Co., Inc. from June 1994 to November 1994. Was Chairman of
the Board, President and Chief Executive Officer of Becton
Dickinson and Company from November 1992 to June 1994 and
President and Chief Executive Officer of Becton Dickinson
and Company from February 1989 to November 1992. Director of
Merck & Co., Inc. and Providian Corporation. Photo
Raymond V.
Gilmartin
Shirley A. Jackson has been a director since 1987. Age 48.
Chair of Nuclear Committee and member of Audit Committee,
Finance Committee and Nominating Committee. Director of
Enterprise's subsidiary, PSE&G. Has been Professor of
Physics, Rutgers University, since 1991 and has been a
theoretical physics consultant since 1991 and was a
theoretical physicist from 1976 to 1991 at AT&T Bell
Laboratories (performs research and development in areas
related to telecommunications for AT&T Corp.). Director of
Core States Financial Corporation, Core States/New Jersey
National Bank, New Jersey Resources Corporation and Sealed
Air Corporation. Photo
Shirley A.
Jackson
Josh S. Weston has been a director since 1984. Age 66.
Chairman of Organization and Compensation Committee and
member of Executive Committee and Finance Committee.
Director of Enterprise's subsidiary, EDHI. Has been Chairman
of the Board and Chief Executive Officer of Automatic Data
Processing Inc., Roseland, New Jersey since April 1986.
Director of Automatic Data Processing Inc. and Shared
Medical Systems Corporation. Photo
Josh S.
Weston
7
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table sets forth, as of February 27, 1995, beneficial ownership
of Enterprise Common Stock, including options, by the directors and executive
officers named in the table appearing under Executive Compensation. None of
these amounts exceeds 1% of the Common Stock outstanding.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF BENEFICIAL OWNERSHIP
---- -----------------------
<S> <C>
Lawrence R. Codey................................ 18,611(/1/)
Ernest H. Drew................................... 1,415
Robert J. Dougherty, Jr.......................... 10,148(/2/)
T.J. Dermot Dunphy............................... 27,045
E. James Ferland................................. 56,335(/3/)
Raymond V. Gilmartin............................. 1,415
Shirley A. Jackson............................... 1,488
Irwin Lerner..................................... 3,996
Robert C. Murray................................. 11,555(/4/)
Marilyn M. Pfaltz................................ 2,557
James C. Pitney.................................. 3,154
Richard J. Swift................................. 1,207
Paul H. Way...................................... 17,846(/5/)
Josh S. Weston................................... 2,778
All directors and executive officers as a group
(21)............................................ 201,408(/6/)
</TABLE>
- --------------------------------------------------------------------------------
(1) Includes options to purchase 8,800 additional shares, 700 of which are
currently exercisable.
(2) Includes the equivalent of 639 shares held under Thrift and Tax-Deferred
Savings Plan. Includes options to purchase 5,800 additional shares, none of
which are currently exercisable.
(3) Includes the equivalent of 8,788 shares held under Thrift and Tax-Deferred
Savings Plan. Includes options to purchase 17,000 additional shares, none
of which are currently exercisable.
(4) Includes the equivalent of 555 shares held under Thrift and Tax-Deferred
Savings Plan. Includes options to purchase 5,800 additional shares, none of
which are currently exercisable.
(5) Includes the equivalent of 1,195 shares held under Thrift and Tax-Deferred
Savings Plan. Includes options to purchase 10,400 additional shares, 3,100
of which are currently exercisable.
(6) Includes 275 shares owned by relatives as to which beneficial ownership is
disclaimed. Includes the equivalent of 11,894 shares held under Thrift and
Tax-Deferred Savings Plan. Includes options to purchase 71,900 additional
shares, 7,200 of which are currently exercisable.
8
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth compensation paid or awarded to the Chief
Executive Officer (CEO) and the four most highly compensated executive officers
of Enterprise as of December 31, 1994 for all services rendered to Enterprise
and its subsidiaries and affiliates during each year indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------- -------- --------
BONUS/ANNUAL LTIP ALL OTHER
NAME AND PRINCIPAL SALARY INCENTIVE OPTIONS PAYOUTS COMPENSATION
POSITION YEAR ($)(/1/) AWARD($)(/2/) (#)(/3/) ($)(/4/) ($)(/5/)
- ----------------------- ---- -------- ------------- -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
E. James Ferland.......
Chairman of the Board, 1994 652,492 (/6/) 5,400 127,140 5,628
President and CEO of 1993 622,606 265,316 5,800 28,072 7,678
Enterprise 1992 620,691 244,759 5,600 27,588 7,610
Lawrence R. Codey......
President and Chief 1994 398,468 (/6/) 2,500 48,900 5,351
Operating Officer of 1993 378,545 109,585 2,800 9,570 6,981
PSE&G 1992 336,208 102,919 2,700 6,270 6,789
Robert C. Murray.......
Vice President and 1994 303,832 50,000(/6/)(/7/) 1,800 26,895 4,944
Chief Financial 1993 288,889 154,032(/6/)(/8/) 2,000 3,190 7,264
Officer of Enterprise 1992 263,410 70,463 3,200 0 5,064
and Senior Vice
President-Finance and
Chief Financial
Officer of PSE&G
Paul H. Way............
President and Chief 1994 308,813 (/6/) 2,300 39,120 4,359
Operating Officer of 1993 280,691 89,603 2,500 0 6,468
EDHI 1992 274,139 73,124 1,600 0 6,372
Robert J. Dougherty,
Jr.,.................. 1994 273,946 (/6/) 1,800 26,895 4,227
Senior Vice President- 1993 259,004 65,703 2,000 5,104 6,341
Electric of PSE&G 1992 222,415 59,916 1,600 0 5,995
</TABLE>
- --------
(1) Due to pay schedules, 1992 amounts reflect one additional pay period per
individual compared to 1994 and 1993.
(2) Amount awarded in given year was earned under Management Incentive
Compensation Plan (MICP) and determined in following year with respect to
the given year based on individual performance and financial and operating
performance of Enterprise and PSE&G, including comparison to other
companies. Award is accounted for as market-priced phantom stock with
dividend reinvestment at 95% of market price, with payment made over three
years beginning in second year following grant.
(3) Granted under Long-Term Incentive Plan (LTIP) in tandem with equal number
of performance units and dividend equivalents which may provide cash
payments, dependent upon future financial performance of Enterprise in
comparison to other companies and dividend payments by Enterprise, to
assist officers in exercising options granted. The grant is made at the
beginning of a three-year performance period and cash payment of the value
of such performance units and dividend equivalents is made following such
period in proportion to the options, if any, exercised at such time.
(4) Amount paid in proportion to options exercised, if any, based on value of
previously granted performance units and dividend equivalents, each as
measured during three-year period ending the year prior to the year in
which payment is made.
9
<PAGE>
(5) Includes employer contribution to Thrift and Tax-Deferred Savings Plan and
value of 5% discount on phantom stock dividend reinvestment under MICP:
<TABLE>
<CAPTION>
FERLAND CODEY MURRAY WAY DOUGHERTY
------------ ------------ ----------- ----------- -----------
THRIFT MICP THRIFT MICP THRIFT MICP THRIFT MICP THRIFT MICP
------ ----- ------ ----- ------ ---- ------ ---- ------ ----
($) ($) ($) ($) ($) ($) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994.......... 3,751 1,877 4,197 1,154 4,504 440 3,753 606 3,752 475
1993.......... 5,900 1,778 5,896 1,085 7,078 186 5,899 569 5,907 434
1992.......... 5,725 1,885 5,725 1,064 5,064 0 5,727 645 5,562 433
</TABLE>
- --------
(6) The 1994 MICP award amount has not yet been determined. The target award
is 40% of salary for Mr. Ferland, 30% for Messrs. Codey and Way and 25%
for Messrs. Murray and Dougherty. The target award is adjusted as
described in the Organization and Compensation Committee Report on
Executive Compensation.
(7) Amount paid pursuant to Mr. Murray's employment agreement.
(8) Includes $75,000 paid pursuant to Mr. Murray's employment agreement.
OPTION GRANTS IN LAST FISCAL YEAR (1994)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------- POTENTIAL REALIZABLE
NUMBER VALUE AT ASSUMED ANNUAL
OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM(2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL YEAR ($/SH) DATE 0% ($) 5% ($) 10%($)
---- ---------- ------------ ----------- ---------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
E. James Ferland........ 5,400 28.1 31.375 1/04/04 0 106,550 270,020
Lawrence R. Codey....... 2,500 13.0 31.375 1/04/04 0 49,329 125,009
Robert C. Murray........ 1,800 9.4 31.375 1/04/04 0 35,517 90,007
Paul H. Way............. 2,300 12.0 31.375 1/04/04 0 45,383 115,008
Robert J. Dougherty, Jr. 1,800 9.4 31.375 1/04/04 0 35,517 90,007
</TABLE>
- --------
(1) Granted under LTIP in tandem with equal number of performance units and
dividend equivalents which may provide cash payments, dependent on future
financial performance of Enterprise in comparison to other companies and
dividend payments by Enterprise, to assist individuals in exercising
options, with exercisability commencing January 1, 1997. Cash payment is
made, based on the value, if any, of performance units awarded and
dividend equivalents accrued, if any, as measured during the three-year
period ending the year prior to the year in which payment, if any, is
made, only if the specified performance level is achieved, dividend
equivalents have accrued and options are exercised.
(2) All options reported have a ten-year term, as noted. Amounts shown
represent hypothetical future values at such term based upon hypothetical
price appreciation of Enterprise Common Stock and may not necessarily be
realized. Actual values which may be realized, if any, upon any exercise
of such options, will be based on the market price of Enterprise Common
Stock at the time of any such exercise and thus are dependent upon future
performance of Enterprise Common Stock.
10
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR (1994) AND FISCAL YEAR-END
OPTION VALUES (12/31/94)
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END (#)(1) AT FY-END($)(3)
ACQUIRED VALUE ------------------------- -------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#)(1) ($)(2) (#) (#) ($) ($)
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
E. James Ferland........ 5,200 19,874 0 16,800 0 0
Lawrence R. Codey....... 2,000 6,500 700 8,000 1,575 0
Robert C. Murray........ 1,100 2,200 0 5,400 0 0
Paul H. Way............. 1,600 4,600 3,100 6,400 3,825 0
Robert J. Dougherty, Jr. 1,100 0 0 5,400 0 0
</TABLE>
- --------
(1) Does not reflect any options granted and/or exercised after year-end
(12/31/94). The net effect of any such grants and exercises is reflected
in the table appearing under Security Ownership of Directors and
Management.
(2) Represents difference between exercise price and market price of
Enterprise Common Stock on date of exercise.
(3) Represents difference between market price of Enterprise Common Stock and
the respective exercise prices of the options at fiscal year-end
(12/31/94). Such amounts may not necessarily be realized. Actual values
which may be realized, if any, upon any exercise of such options will be
based on the market price of Enterprise Common Stock at the time of any
such exercise and thus are dependent upon future performance of Enterprise
Common Stock.
EMPLOYMENT CONTRACTS AND ARRANGEMENTS
Employment agreements were entered into with Messrs. Ferland, Murray and Way
at the time of their employment. For Messrs. Ferland and Way, the remaining
applicable provisions of these agreements provide for additional credited
service for pension purposes in the amount of 22 years and 15 years,
respectively. The principal remaining applicable terms of the agreement with
Mr. Murray provide for payment of severance in the amount of one year's salary,
if discharged without cause during his first five years of employment, which
began in January 1992, for lump sum cash payment of $25,000 in 1995 to align
Mr. Murray with MICP payments for other executive officers, and additional
years of credited service for pension purposes for allied work experience of
five years after completion of five years of employment, and up to fifteen
years after completion of ten years of service.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, each of the following individuals served as a member of the
Organization and Compensation Committee: Josh S. Weston, Chairman, T.J. Dermot
Dunphy, Raymond V. Gilmartin, Irwin Lerner, Marilyn M. Pfaltz and James C.
Pitney. In addition, Robert R. Ferguson, Jr. served as a member until his
retirement from the Board of Directors in April 1994. During 1994, no member of
the Organization and Compensation Committee was an officer or employee or a
former officer or employee of the Enterprise group of companies. During 1994,
Mr. Codey served as a director of Sealed Air Corporation, the President and
Chief Executive Officer of which, T.J. Dermot Dunphy, served as a director and
member of the Organization and Compensation Committee of Enterprise during
1994. James C. Pitney, a member of the Organization and Compensation Committee,
is a partner in the law firm of Pitney, Hardin, Kipp & Szuch, which rendered
legal services to the Enterprise group of companies during 1994 and is expected
to do so in 1995.
11
<PAGE>
COMPENSATION OF DIRECTORS AND CERTAIN BUSINESS RELATIONSHIPS
A director who is not an officer of Enterprise or its subsidiaries and
affiliates is paid an annual retainer of $22,000 and a fee of $1,200 for
attendance at any Board or committee meeting, inspection trip, conference or
other similar activity relating to Enterprise, PSE&G or EDHI. Effective July 1,
1994, 50% of the annual retainer is payable each January in Enterprise Common
Stock, for the twelve month period beginning the preceding July 1 and ending
the following June 30. No additional retainer is paid for service as a director
of PSE&G or EDHI.
Enterprise has a Retirement Plan for outside directors. Under this Plan,
directors with five years of service who have not been employees of Enterprise
or its subsidiaries, who leave service after age 65, or for disability, receive
an annual retirement benefit payable for life equal to the annual Board
retainer in effect at the time the director's service terminates. The benefit
payment is prorated for directors with less than 10 years of service on the
Board.
During 1994, Dr. Shirley A. Jackson, a director of Enterprise, was the
liaison member for the Board of Directors on and Chair of PSE&G's Nuclear
Oversight Committee (NOC). The NOC met three times during 1994, with two
meetings lasting two days and one lasting three days. In accordance with the
compensation policy for all NOC members, Dr. Jackson received an annual
retainer of $28,000 and $1,000 per day for each NOC meeting attended.
COMPENSATION PURSUANT TO PENSION PLANS
PENSION PLAN TABLE
<TABLE>
<CAPTION>
AVERAGE LENGTH OF SERVICE
FINAL ----------------------------------------------------------------------
COMPENSATION 30 YEARS 35 YEARS 40 YEARS 45 YEARS
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 300,000 $180,000 $195,000 $210,000 $225,000
400,000 240,000 260,000 280,000 300,000
500,000 300,000 325,000 350,000 375,000
600,000 360,000 390,000 420,000 450,000
700,000 420,000 455,000 490,000 525,000
800,000 480,000 520,000 560,000 600,000
900,000 540,000 585,000 630,000 675,000
1,000,000 600,000 650,000 700,000 750,000
</TABLE>
The above table illustrates annual retirement benefits expressed in terms of
single life annuities based on the average final compensation and service shown
and retirement at age 65. A person's annual retirement benefit is based upon a
percentage that is equal to years of credited service plus 30, but not more
than 75%, times average final compensation at the earlier of retirement,
attainment of age 65 or death. These amounts are reduced by Social Security
benefits and certain retirement benefits from other employers. Pensions in the
form of joint and survivor annuities are also available.
Average final compensation, for purposes of retirement benefits of executive
officers, is generally equivalent to the average of the aggregate of the salary
and bonus amounts reported in the Summary Compensation Table above under
"Annual Compensation" for the five years preceding retirement, not to exceed
120% of the average annual salary for such five year period. Messrs. Ferland,
Codey, Murray, Way and Dougherty will have accrued approximately 48, 41, 39, 34
and 48 years of credited service, respectively, as of age 65.
12
<PAGE>
ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation program for executive officers of Enterprise, PSE&G and EDHI
is administered by the Organization and Compensation Committee of the Board of
Directors. During 1994, the Committee consisted solely of non-employee
directors, each of whom, other than Robert R. Ferguson, Jr., who retired as a
director in April 1994, is named below. Policies and plans developed by the
Committee are approved by the full Board of Directors. Administration of the
plans is the responsibility of the Committee.
The Committee's philosophy on executive compensation is to link compensation
to the value and level of performance of the executive. To achieve this linkage
the Committee has developed and administers several pay delivery systems
designed to focus executive efforts on improving corporate performance. These
systems include base salary, an annual incentive plan and a long-term incentive
plan. Also included as compensation are a deferred compensation plan, company
contributions to a thrift plan and an employee stock purchase plan.
Base salary levels are reviewed annually using compensation data compiled by
outside compensation experts for similar positions and comparable companies.
The utilities surveyed include some of, but are not limited to, those included
in the Dow Jones Utilities Index. Most of the general industry companies
surveyed are included in the S&P 500 Composite Stock Price Index. Each of these
indices are shown in the Performance Graph below. For PSE&G positions, market
data is reviewed for large electric and gas utilities, as well for general
industry, while for EDHI positions, general industry data is taken into
consideration. Individual performance of the executive with respect to
corporate performance criteria is determined and taken into account when
setting salaries against the competitive market data. Such corporate
performance criteria include attainment of business unit plans and financial
targets as well as individual measures for each executive officer related to
such person's area of responsibility. In addition, factors such as leadership
ability, managerial skills and other personal aptitudes and attributes are
considered. Base salaries for satisfactory performance are targeted at the
median of the competitive market.
For fiscal year 1994, the base salary of E. James Ferland, Chairman of the
Board, President and Chief Executive Officer, based on overall performance, was
set at a rate which was approximately the median of comparable size utilities
and significantly below that of general industry. Since the incentive
compensation plans discussed below are based in part upon a percentage of
salary, these elements of Mr. Ferland's compensation may be affected by
increases in salary. In determining base salary for Mr. Ferland, individual
performance in relation to corporate performance factors such as achievement of
PSE&G and EDHI business plans, financial results, human resources management,
nuclear operations, effectiveness of transition to competitive environment and
civic leadership are utilized.
The Management Incentive Compensation Plans are designed to motivate and
reward executives of PSE&G and EDHI for both achievement of individual goals
and overall company results. For each year, each individual executive officer
has a target incentive award, expressed as a percentage of salary ranging from
16% to 40%, established by the Committee. Each individual target incentive
award is multiplied by two components, one reflecting corporate goal results
and one reflecting individual goal results. The corporate goals for 1994 and
1993 were based upon a comparison of Enterprise's return on capital compared to
the median return on capital of a group of utilities which comprise the Dow
Jones Utilities Index and a comparison of PSE&G's change in customer costs for
electricity and gas compared to a panel of other utilities.
The corporate goal is computed by assigning an award factor of between 0 and
1.5 based upon the comparison of return on capital adjusted by adding or
subtracting a factor ranging from -0.5 to +0.5 to reflect the electric and
13
<PAGE>
gas cost comparison. No award is granted if Enterprise's return on capital
falls below a threshold amount one percentage point below the median return of
the comparison group. A return of one percentage point above the median results
in an award factor of 1.5. After applying the corporate goal factor, the
resulting amount is further multiplied by an individual factor of between 0 and
1.5, based upon the executive's accomplishment of specific objectives. The
criteria utilized with respect to a significant percentage of such individual
specific objectives were the attainment of certain corporate performance goals.
These corporate factors for 1994 and 1993 included for all executive officers,
large customer retention, cost control, organizational transformation and
earnings improvement. Depending on the executive officer, other corporate
factors were financial integrity, nuclear performance, employee safety,
customer satisfaction, process improvement, EDHI earnings and public
responsibility.
Annual awards are determined within 120 days of the end of the fiscal year.
Awards for 1994, including Mr. Ferland's, have not yet been determined. Mr.
Ferland's 1993 annual incentive award was determined in 1994 based upon fiscal
year 1993 performance and reflects the fact that Enterprise's 1993 return on
capital ranked at the median of the comparison group, the Dow Jones Utilities
Index, that combined annual change in customer costs in 1993 was slightly above
that of the comparison utilities and that substantial improvements were made in
many of Enterprise's operating activities. For each of 1994 and 1993, Mr.
Ferland's target award was set at 40% of salary and for 1993 his individual
multiplier, reflecting accomplishments of specific objectives, was set at the
average of the individual amounts of the other participants in the plans. For
1993, the corporate goal factor was .991 and Mr. Ferland's individual goal
factor was 1.07. For each of those years, Mr. Ferland's specific objectives
primarily reflected the individual goals of all of the executive officers of
Enterprise, including the various corporate factors noted above.
The Long-Term Incentive Plan is used by Enterprise to motivate and reward
executive officers for accomplishing corporate objectives. The plan is designed
to encourage certain executives of Enterprise and its subsidiaries to increase
their ownership of Enterprise Common Stock. It is also designed to more closely
align the executives' interest with the long-term interests of Enterprise's
shareholders.
The plan's design includes the granting of stock options, performance units
and dividend equivalents in tandem. Cash payment is made, based on the value,
if any, of performance units awarded and dividend equivalents accrued, if any,
as measured during the three-year period ending the year prior to the year in
which payment, if any, is made, only if the specified performance level is
achieved, dividend equivalents have accrued and options are exercised. Grant
levels are determined by the Committee based upon several factors including the
participant's ability to contribute to the overall success of Enterprise and
its subsidiaries and competitive market data. The level of grants and the value
of the performance units is reviewed annually by the Committee. The Committee
does not consider the current level of options held by executive officers when
determining option grants.
In 1994, the total value of the tandem grant of options, performance units
and dividend equivalents to executive officers as a group was targeted at the
median of the competitive market, but, depending upon individual factors for
particular executives, in some cases were either above or below the median. In
1994, Mr. Ferland was granted 5,400 options based on his ability to influence
long-term results for the benefit of shareholders and market data for
individuals at comparable salary levels. This grant to Mr. Ferland was at
approximately the median of the comparative market data.
In 1994, the performance unit value was determined by Enterprise's total
return to shareholders, over a three-year performance period, as compared to
the companies in the Dow Jones Utilities Index. The higher the ranking of
Enterprise in the group, the greater the value of the performance unit. If
Enterprise ranks in the top three out of fifteen in the group, executives
receive 125% of the target award. If Enterprise ranks as the fourth company,
executives receive 100% of the target award, with decreasing awards from 90%
down to 10%, if Enterprise is the fifth through the thirteenth company,
respectively. No award is given if Enterprise's total return to shareholders
falls below the thirteenth company out of fifteen.
14
<PAGE>
In 1994, Enterprise's long-term performance as measured by the total return
to shareholders over the 1991 through 1993 period placed it as the ninth
company. Therefore, performance unit awards equal to 50% of the target award
were granted.
Section 162(m) of the Internal Revenue Code, which became effective January
1, 1994, generally denies a deduction for Federal income tax purposes for
compensation in excess of $1 million for persons named in the proxy statement,
except for compensation pursuant to stockholder-approved performance-based
plans and for compensation that is paid pursuant to certain contracts entered
into prior to February 1993. Although Mr. Ferland's compensation paid in 1994
for Federal income tax purposes exceeded $1 million, a full deduction is
available, as a portion of such compensation was paid pursuant to contracts
entered into prior to February 1993. The Management Incentive Compensation
Plans and the Long-Term Incentive Plan, each of which is performance-based,
have not been submitted for stockholder approval. The Committee and Enterprise
have elected not to take any action at this time but will continue to evaluate
executive compensation in light of Section 162(m).
Members of the Organization and Compensation Committee:
Josh S. Weston, Chairman
T.J. Dermot Dunphy James C. Pitney
Raymond V. Gilmartin Marilyn M. Pfaltz
Irwin Lerner
15
<PAGE>
PERFORMANCE GRAPH
The graph below shows a comparison of the five-year cumulative total return
assuming $100 invested on December 31, 1989 in Enterprise Common Stock, the S&P
500 Composite Stock Price Index and the Dow Jones Utilities Index.
[GRAPH APPEARS HERE]
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
-------- -------- -------- -------- -------- --------
Enterprise 100.0 97.81 117.57 133.28 147.21 132.10
S&P 500 100.0 96.89 126.42 136.05 149.76 151.74
Dow Jones Utilities 100.0 95.44 109.99 114.48 125.50 106.31
PROPOSAL 2
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Deloitte & Touche LLP of Parsippany, New
Jersey, as independent auditors to make the annual audit of the books of
account and supporting records of Enterprise for 1995, subject to the approval
of the stockholders entitled to vote for the election of directors, by a
majority of the votes cast on the question of such approval, provided a quorum
is present, at the Annual Meeting of Stockholders.
Deloitte & Touche LLP has made the annual audit of the books of account since
1973. Representatives of Deloitte & Touche LLP will be present at the meeting,
and will be afforded an opportunity to make a statement if they so desire and
to respond to appropriate questions.
16
<PAGE>
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended for inclusion in next year's Proxy Statement
should be sent to Robert S. Smith, Secretary, T4B, Public Service Enterprise
Group Incorporated, 80 Park Plaza, P. O. Box 1171, Newark, New Jersey 07101-
1171, and must be received by October 30, 1995.
MISCELLANEOUS
If any matters not described in this Proxy Statement should come before the
meeting, the persons named in the enclosed form of proxy or their substitutes
will vote proxies given in said form in respect of any such matters in
accordance with their best judgment. At the time this Proxy Statement went to
press, the Board of Directors and the management of Enterprise did not know of
any other matters which might be presented for stockholder action at the
meeting.
The cost of soliciting proxies in the form accompanying this Proxy Statement
will be borne by Enterprise. In addition to solicitation by mail, proxies may
be solicited by directors, officers and employees of Enterprise and its
subsidiaries, in person or by telephone, telegraph or facsimile. Enterprise has
also retained Morrow & Co. to aid in the solicitation of proxies from brokers,
bank nominees, other institutional holders and certain large individual
holders. The anticipated cost of such services is approximately $10,000 plus
reimbursement of expenses.
A summary of the proceedings at the Annual Meeting will be mailed to
stockholders. Enterprise will also provide without charge to each person
solicited, on the written request of any such person, a copy of its Annual
Report on Form 10-K for the year 1994, which has been filed with the Securities
and Exchange Commission. Any such request should be made in writing to Francis
J. Riepl, Treasurer, T6B, Public Service Enterprise Group Incorporated, 80 Park
Plaza, P. O. Box 1171, Newark, New Jersey 07101-1171. Any such copy of
Enterprise's Annual Report on Form 10-K so furnished will not include any
exhibits thereto, but will be accompanied by a list briefly describing all such
exhibits, and Enterprise will furnish any such exhibit upon request and upon
payment of the fee specified therefor.
By order of the Board of Directors,
Robert S. Smith,
Secretary
February 28, 1995
17
<PAGE>
[Map on Back Cover] Map describing portion of City of Newark, New Jersey
including location of Enterprise's Headquarters, free parking for Enterprise's
stockholders, and 1995 location of Annual Meeting of Stockholders of Public
Service Enterprise Group Incorporated at Symphony Hall, 1020 Broad Street,
Newark, New Jersey on April 18,1995. Top of map contains the corporate logo and
Newark, New Jersey 07101-1171.
Directions for reaching Newark, New Jersey, by bus or train may be obtained
by calling New Jersey Transit at 1-800-772-2222 from area codes 201 and 908 in
New Jersey, 1-800-582-5946 from area code 609 in New Jersey and 1-201-762-5100
from outside of the State.
Arrangements have been made to provide free parking at designated locations
within close proximity to Newark Symphony Hall as shown on the map above.
Please bring your parking ticket with you to the meeting so that it can be
validated by Enterprise. Reasonable parking expenses incurred at locations
other than those designated will be reimbursed. In addition, shuttle bus
service before and after the meeting will be provided between the East Park
Street entrance at Enterprise's headquarters and Newark Symphony Hall.
<PAGE>
PROXY FORM PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED PROXY FORM
80 PARK PLAZA, P.O. BOX 1171
NEWARK, N.J. 07101-1171
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 1995
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF ENTERPRISE
The undersigned hereby appoints E. JAMES FERLAND, RAYMOND V. GILMARTIN AND
JOSH S. WESTON, and each or any of them, proxies of the undersigned,
each with full power of substitution, to vote in their discretion
(subject to any directions indicated on the reverse side of this proxy)
at the Annual Meeting of Stockholders of Public Service Enterprise Group
Incorporated (Enterprise) to be held on April 18, 1995 and at all
adjournments thereof, upon all matters which may come before the meeting
or any adjournment, including the proposals set forth in the Notice of
Meeting and Proxy Statement, receipt of which is hereby acknowledged.
Said proxies are instructed to vote as set forth on the reverse side
hereof with respect to said proposals.
The Board of Directors of Enterprise recommends a vote FOR ITEMS (1) AND
(2) ON THE REVERSE SIDE, AND SHARES REPRESENTED BY THIS PROXY WILL BE SO
VOTED UNLESS OTHERWISE INDICATED ON THE REVERSE, IN WHICH CASE THEY WILL
BE VOTED AS MARKED. Information pertaining to each proposal is included
in the Proxy Statement under proposals corresponding to the item numbers
set forth on the reverse side.
Please mark your proxy on the reverse side, sign it and date it, and
return it promptly in the envelope provided.
(Continued on other side)
<PAGE>
(Continued from other side)
ACCOUNT NUMBER SEQUENCE NUMBER
PLEASE MARK ALL /X/
CHOICES LIKE THIS
- -------------------------------------------------------------
The Board of Directors Recommends a vote FOR the proposals regarding:
(1) ELECTION OF DIRECTORS: Nominees for Class II term expiring 1998 are:
E.J. Ferland, I. Lerner, M.M. Pfaltz, R.J. Swift. Nominee for Class I term
expiring in 1997 is L.R. Codey.
FOR / / WITHHOLD / /
all nominees listed above authority to vote for all
(except as marked to the nominees listed above
contrary to the right)
-----------------------------------
(INSTRUCTIONS: To withhold authority
to vote for any individual
nominee, write that nominee's name
on the line provided above.) / /
(2) Appointment of Deloitte & FOR AGAINST ABSTAIN
Touche LLP as Independent / / / / / /
Auditors for the year 1995.
If you wish to include any comments,
please mark this box and write your Stop annual report mailings to this
comments on the reverse side of this account since duplicate copies now
form. / / come to this address. / /
- --------------------------------------------------------------------------------
Please date and sign exactly as your name
appears hereon. When signing as an
attorney, executor, administrator,
trustee, guardian, etc., give your full
title as such. If stock is held jointly,
each joint owner should sign.
SIGNATURE____________ DATE___________
SIGNATURE____________ DATE___________
February 28, 1995
[NAME AND ADDRESS]
You are cordially invited to join us at the 1995 Annual Meeting of
Stockholders of Public Service Enterprise Group Incorporated. This
year's meeting will be held at Newark Symphony Hall, 1020 Broad
Street, Newark, New Jersey, on April 18, 1995, starting at 2:00 P.M. I
hope you will be able to attend. At the meeting, we will elect
directors to fill terms that expire and will vote on the approval of
Deloitte & Touche LLP as independent auditors.
It is important that your shares be voted whether or not you plan to
be present at the meeting. You should specify your choices by marking
the appropriate boxes on the proxy form below, and date, sign and
return your proxy form in the enclosed, postpaid return envelope as
promptly as possible. If you date, sign and return your proxy form
without specifying your choices, your shares will be voted in
accordance with the recommendations of your directors.
As in past years, we will discuss the business of Enterprise and its
subsidiaries during the meeting. I welcome your comments and
suggestions, and we will provide time during the meeting for questions
from stockholders. I am looking forward to seeing many of you at the
meeting.
Sincerely,
E. James Ferland
