REGISTRATION STATEMENT NO. 33-49123
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective AMENDMENT No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 22-2625848
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
80 Park Plaza, P.O. Box 1171, Newark, New Jersey 07101-1171
(201) 430-7000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
JAMES T. FORAN, Esq. ROBERT C. MURRAY
Associate General Counsel Vice President and
80 Park Plaza, T5B, P.O. Box 1171 Chief Financial Officer
Newark, New Jersey 07101-1171 80 Park Plaza, T4B, P.O. Box 1171
(201) 430-6131 Newark, New Jersey 07101-1171
(201) 430-5630
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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If the only securities being registered in this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | X |
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. | |
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. ___________. | |
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ___________. | |
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. | |
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PROSPECTUS
[LOGO]
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
ENTERPRISE DIRECT PLAN
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Public Service Enterprise Group Incorporated ("Enterprise") hereby offers,
effective November 1, 1996, participation in the Enterprise Direct Plan
("Enterprise Direct" or the "Plan"). Enterprise Direct is a direct stock
purchase plan designed to promote long-term ownership among investors of
Enterprise's common stock, without par value ("Common Stock"). Enterprise Direct
amends and restates in its entirety the Public Service Enterprise Group
Incorporated Dividend Reinvestment and Stock Purchase Plan.
Under Enterprise Direct:
o Participants in Enterprises's Dividend Reinvestment and Stock Purchase
Plan will automatically continue to be Participants in Enterprise
Direct.
o Non-shareholders may enroll in the Plan by making an initial investment
("Initial Investment") either by investing at least $250 or by
authorizing automatic monthly investments ("Automatic Investments") of
at least $50. An enrollment fee ("Enrollment Fee") will be deducted
from the Initial Investment.
o Shareholders who own shares of Common Stock or any of the several
series of preferred stock ("Preferred Stock") of Enterprise's
subsidiary, Public Service Electric and Gas Company ("PSE&G"), directly
in their name may enroll.
o All or a portion of dividends from Common Stock or Preferred Stock may
automatically be reinvested in additional shares of Common Stock.
o Once enrolled, Participants may make additional investments ("Voluntary
Contributions") of $50 or more. The maximum annual investment
(including the Initial Investment and Voluntary Contributions, but
excluding reinvested dividends and shares deposited with Enterprise
Direct for safekeeping only) is $125,000.
o Shareholders who hold Common Stock certificates may deposit them with
the Administrator for safekeeping, whether or not they reinvest their
dividends.
o No brokerage commissions will be charged for purchases or reinvestments
through the Plan. Participants will be required to pay certain fees in
connection with the Plan. See "Service Fees".
o Anyone enrolling or deemed to be enrolled (a "Participant") may sell
shares of Common Stock credited to their accounts through Enterprise
Direct. Brokerage commissions, related service charges and any
applicable taxes will be deducted from the proceeds of such sales.
o Participants may have any non-reinvested dividends on shares of Common
Stock held in their Enterprise Direct accounts paid by electronic
deposit.
(continued on following page)
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS OCTOBER 24, 1996.
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(continued from previous page)
Shares of Common Stock will be purchased under the Plan, at the option of
Enterprise, from newly issued shares, shares held in the treasury of Enterprise
or shares purchased on the open market by a broker-dealer registered under the
Securities Exchange Act of 1934 ("Exchange Act") selected by Enterprise, which
is acting as an "agent independent" of Enterprise and its affiliates
("Independent Agent"), as that term is defined in rules and regulations under
the Exchange Act. However, Common Stock purchased with the Initial Investment by
a non-shareholder will be acquired in the open market. All sales of Common Stock
under the Plan will be made by the Independent Agent.
The Common Stock is listed on the New York and Philadelphia Stock
Exchanges. The closing price of the Common Stock on October 23, 1996 was
$26 7/8.
Enterprise has appointed PSE&G as the initial Administrator of the Plan.
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AVAILABLE INFORMATION
Enterprise is subject to the informational requirements of the Exchange Act
and, in accordance therewith, files reports, proxy and information statements
and other information with the Securities and Exchange Commission (the
"Commission"), which may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following regional offices of the Commission: 7 World
Trade Center, Suite 1300, New York, New York 10048 and 500 W. Madison St., Suite
1400, Chicago, Illinois 60661. Copies of such materials also can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements and
other information can also be inspected at the offices of the New York Stock
Exchange, Inc. and the Philadelphia Stock Exchange, Inc., where the Common Stock
is listed. The Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants (including
Enterprise) that file electronically with the Commission. The address of that
Web site is http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The following documents heretofore filed by Enterprise with the Commission
are incorporated herein by reference:
1. Enterprise's Annual Report on Form 10-K for the year ended December 31,
1995, filed pursuant to the Exchange Act.
2. Enterprise's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996 and June 30, 1996, filed pursuant to the Exchange Act.
3. Enterprise's Current Reports on Form 8-K dated January 19, 1996, March
14, 1996, May 24, 1996, June 10, 1996, July 2, 1996, July 22, 1996, and October
23, 1996, filed pursuant to the Exchange Act.
4. Enterprise's Current Report on Form 8-K dated January 17, 1990
containing a description of Enterprise's Common Stock, filed pursuant to the
Exchange Act.
All documents subsequently filed by Enterprise pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the termination of the offering
made hereby shall be deemed to be incorporated by reference herein and to be a
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part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.
Enterprise hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by reference
in this Prospectus (other than exhibits to such documents not specifically
incorporated by reference herein). Requests for such copies should be directed
to the Director-Investor Relations, Public Service Enterprise Group
Incorporated, 80 Park Plaza, T6B, P.O. Box 1171, Newark, New Jersey 07101-1171
(telephone: (201) 430-6503).
THIS PROSPECTUS CONTAINS THE TEXT OF ENTERPRISE DIRECT IN ITS ENTIRETY AND,
THEREFORE, SHOULD BE RETAINED BY PARTICIPANTS FOR FUTURE REFERENCE.
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
Enterprise was incorporated under the laws of the State of New Jersey in
1985 and is a public utility holding company exempt from the provisions of the
Public Utility Holding Company Act of 1935 (except for Section 9(a)(2) thereof,
which relates to the acquisition of voting securities of an electric or gas
utility company). Enterprise has two direct wholly-owned subsidiaries: PSE&G and
Enterprise Diversified Holdings Incorporated ("EDHI"). Enterprise has its
executive offices at 80 Park Plaza, P.O. Box 1171, Newark, New Jersey 07101 -
1171 (telephone (201) 430-7000).
PSE&G was incorporated under the laws of New Jersey in 1924 and is an
operating public utility company providing electric and gas service in areas of
New Jersey in which about 70% of the State's population resides. PSE&G is
Enterprise's principal subsidiary. PSE&G has its executive offices at 80 Park
Plaza, Newark, New Jersey 07101.
EDHI was incorporated under the laws of New Jersey in 1989 and is the
parent of Enterprise's nonutility businesses, the most significant of which are:
Public Service Resources Corporation (diversified passive investments);
Community Energy Alternatives Incorporated (cogeneration, thermal and power
production facilities) and Enterprise Group Development Corporation
(non-residential real estate development and investments). EDHI has its
executive offices at One Riverfront Plaza, Newark, New Jersey 07102.
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THE ENTERPRISE DIRECT PLAN
PURPOSE
Enterprise Direct is a direct stock purchase plan designed to promote
long-term ownership among investors of Enterprise's Common Stock. Participants
may purchase shares of Common Stock and reinvest all or a portion of the
dividends paid on Common Stock and/or Preferred Stock in shares of Common Stock,
without the payment of any brokerage commissions. To the extent, if any, that
such shares are purchased directly from Enterprise, the Plan will provide
Enterprise with additional equity capital.
ADMINISTRATION
Enterprise Direct is administered by the individual (who may be an employee
of Enterprise or any of its subsidiaries), bank, trust company or other entity
(including Enterprise or any of its subsidiaries) appointed from time to time by
Enterprise to act as administrator of the Plan ("Administrator").
The Administrator is responsible for administering the Plan, receiving all
cash investments made by Participants, forwarding funds to be used to purchase
Common Stock in the open market and sales instructions to the Independent Agent,
holding shares of stock acquired under the Plan, maintaining records, sending
statements of account to Participants and performing other duties related to the
Plan. Under certain circumstances, the Administrator may be an Independent
Agent.
Enterprise has appointed PSE&G as the initial Administrator of Enterprise
Direct. Enterprise believes that the appointment of PSE&G as the Administrator
poses no material risks to Participants in Enterprise Direct.
INQUIRIES
PARTICIPANTS MAY CONTACT THE ADMINISTRATOR BY WRITING:
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
STOCKHOLDER SERVICES DEPARTMENT
P. O. BOX 1171
NEWARK, NEW JERSEY 07101-1171
- BY TELEPHONE, TOLL FREE:
(800) 242-0813 OR (800) 732-3241 (TDD# FOR HEARING IMPAIRED)
BETWEEN 10 A.M. AND 3:30 P.M. MONDAY THROUGH FRIDAY, EASTERN TIME;
- BY FACSIMILE:
(201) 824-7056; OR
- BY INTERNET E-MAIL:
[email protected]
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ELIGIBILITY
Any person or entity is eligible to participate in Enterprise Direct
provided that (i) such person or entity fulfills the requirements described
below under "Enrollment Procedures" and (ii) in the case of foreign investors,
participation is limited to shareholders whose participation would not violate
local laws and regulations or subject the Plan, the Administrator or Enterprise
to taxation by or in such jurisdictions.
Regulations in certain countries may limit or prohibit participation in
this type of plan. Therefore, persons residing outside the U.S. who wish to
participate in Enterprise Direct should first determine whether they are subject
to any governmental regulations prohibiting their participation. Enterprise
Direct is not offered to any person in any country where such participation is
prohibited or where registration of Enterprise, the Administrator or the Common
Stock would be required as a condition of such person's participation.
ENROLLMENT PROCEDURES
Requests for copies of an enrollment and authorization form
("Enrollment/Authorization Form") and this Prospectus should be made to the
Administrator at the addresses and telephone numbers listed in "Inquiries",
above.
PARTICIPANTS IN THE EXISTING DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Holders of Common Stock who are currently Participants in Enterprise's
Dividend Reinvestment and Stock Purchase Plan will automatically be Participants
in Enterprise Direct without sending in a new Enrollment/Authorization Form or
paying an enrollment fee. However, Participants who wish to change their
participation in any way must deliver to the Administrator a new
Enrollment/Authorization Form reflecting such changes or other written
instructions to that effect in a form acceptable to the Administrator. See
"Changing Plan Options".
SHAREHOLDERS
Shareholders who hold shares of Common Stock or shares of any series of
Preferred Stock directly in their name may join Enterprise Direct by completing
the Enrollment/Authorization Form. See "Methods of Investment".
NON-SHAREHOLDERS
Investors may join Enterprise Direct by returning a completed
Enrollment/Authorization Form to the Administrator. To enroll, investors must
make an Initial Investment of at least $250 or authorize Automatic Investments
of at least $50 per month. See "Methods of Investment". Non-shareholders will
pay a one-time enrollment fee. See "Service Fees". Common Stock purchased with
the Initial Investment by a non-shareholder will be purchased in the open
market. See "Purchases of Common Stock".
"STREET NAME" HOLDERS / TRANSFER OF SHARES FROM A BROKER
Beneficial owners whose shares are registered in the name of a bank, a
broker, a trustee or other agent may transfer these shares to an Enterprise
Direct account by instructing their agent to register these shares directly in
their name. Upon such registration, the shareholder may enroll in Enterprise
Direct by returning a completed Enrollment/Authorization Form to the
Administrator.
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METHODS OF INVESTMENT
A Participant's total investment cannot exceed $125,000 per calendar year
and must be made in U.S. dollars. For the purpose of applying this limit, all
investments during any calendar year (including the Initial Investment and all
Voluntary Contributions, but excluding reinvested dividends and shares deposited
with Enterprise Direct for safekeeping only) are aggregated. NO INTEREST WILL BE
PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING INVESTMENT.
DIRECT INVESTMENT
Participants may make investments in Common Stock through Enterprise Direct
of at least $250 for an Initial Investment and at least $50 per investment for
any Voluntary Contributions (each, a "Direct Investment") by mailing a new
Enrollment/Authorization Form together with a check or money order as directed
on the Form. THE CHECK OR MONEY ORDER MUST BE IN U.S. DOLLARS AND DRAWN ON A
U.S. BANK. DO NOT SEND CASH. Funds received by the Administrator at least two
business days prior to an Investment Date (as defined in "Investment Dates",
below) will be invested on such Investment Date. Funds received less than two
business days prior to an Investment Date will be invested on the following
Investment Date. Any individual or entity may make Direct Investments on behalf
of any Participant or eligible investor as a gift or award.
A Direct Investment received by the Administrator and not yet used to
purchase Common Stock through the Plan will be returned to the Participant as
soon as practicable if a written request is received by the Administrator at
least two business days prior to the applicable Investment Date. However, no
refund of a check or money order will be made until the check or money order has
cleared. Accordingly, such refunds may be delayed up to three weeks. NO INTEREST
WILL BE PAID ON A DIRECT INVESTMENT THAT IS REFUNDED TO THE PARTICIPANT.
AUTOMATIC INVESTMENTS
Participants may make Voluntary Contributions through electronic
withdrawals of at least $50 from a predesignated account with a U.S. financial
institution ("Automatic Investments"). To initiate Automatic Investments,
Participants must complete and return the Automatic Investment section of the
Enrollment/Authorization Form. Automatic Investments will be initiated as
promptly as practicable. Once initiated, funds will be drawn two business days
preceding the Investment Date for Automatic Investments. Participants should
allow 4 to 6 weeks for the first Automatic Investment to be initiated or for
changes in designated financial institutions or accounts. See "Investment
Dates".
DIVIDENDS
Participants may elect to acquire Common Stock through the Plan by
reinvesting all or a portion of dividends paid on Common Stock or Preferred
Stock registered in their names by completing an Enrollment/Authorization Form.
Participants electing partial reinvestment of dividends must designate the
specific number of shares and series of securities (I.E., Common Stock and/or
the one or more series of Preferred Stock) on which dividends will be paid in
cash or reinvested. Once a Participant elects reinvestment, dividends paid on
the specific securities so designated will be reinvested in shares of Common
Stock until a different Enrollment/Authorization Form is received. An
Enrollment/Authorization Form must be RECEIVED by the Administrator no later
than the first business day of a month in which a dividend is to be paid to be
effective with respect to that dividend. THE AMOUNT REINVESTED WILL BE REDUCED
BY ANY AMOUNT WHICH IS REQUIRED TO BE WITHHELD UNDER APPLICABLE TAX OR OTHER
STATUTES. See "Income Tax Information".
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If a Participant does not elect to reinvest dividends, or elects partial
reinvestment, that portion of the dividends not being reinvested will be sent to
the Participant by check or, if the Participant has elected, by electronic
direct deposit. See "Direct Deposit of Dividends Not Reinvested". THE AMOUNT OF
ANY SUCH DIVIDENDS PAID WILL BE REDUCED BY ANY AMOUNT WHICH IS REQUIRED TO BE
WITHHELD UNDER APPLICABLE TAX OR OTHER STATUTES. See "Income Tax Information".
INVESTMENT DATES
Enterprise Direct's "Investment Dates" are as follows:
(a) For Direct Investments, (i) the 15th day of each calendar month, or, if
such day is not a day on which the financial markets in New York City are open
for business, the next day on which they are open and (ii) the last day of each
calendar month on which the financial markets in New York City are open for
business. NO INTEREST WILL BE PAID ON AMOUNTS HELD BY THE ADMINISTRATOR PENDING
INVESTMENT.
(b) For Automatic Investments, the 15th day of each calendar month, or, if
such day is not a day on which the financial markets in New York City are open
for business, the next day on which they are open.
(c) For dividends paid on Common Stock or Preferred Stock which are
designated for investment through Enterprise Direct, on each respective dividend
payment date.
PURCHASES OF COMMON STOCK
Common Stock will be purchased by the Independent Agent in the open market
or directly from Enterprise, at Enterprise's sole discretion. However, Common
Stock purchased with Initial Investment funds for non-shareholders will be
acquired only in the open market. Shares purchased from Enterprise may be either
newly issued shares or shares held in the treasury of Enterprise.
Enterprise may not change its determination regarding the source of the
shares (I.E., from Enterprise or in the open market) more than once in any
3-month period. At any time that shares of Common Stock are purchased in the
open market for Participants, Enterprise will not exercise its right to change
the source of purchases of Common Stock absent a determination by its Board of
Directors or Finance Committee of the Board of Directors that Enterprise has a
need to increase equity capital or there is another compelling reason for such
change.
Open market purchases by the Independent Agent may be made on any stock
exchange in the United States where the Common Stock is traded, in the
over-the-counter market, from Participants who are selling through the Plan or
by negotiated transactions on such terms as the Independent Agent, in its sole
discretion, may reasonably determine at the time of purchase. Any shares
purchased by the Independent Agent from Enterprise will be made in accordance
with applicable requirements. Neither Enterprise, the Administrator (unless the
Administrator is also the Independent Agent) nor any Participant shall have any
authority or power to direct the time or price at which shares of Common Stock
may be purchased. Enterprise will pay all brokerage commissions, related service
charges and any applicable taxes incurred by the Independent Agent in connection
with the purchase of shares of Common Stock in the open market. For information
concerning the potential income tax consequences to the Participant of open
market purchases see "Income Tax Information".
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For shares purchased in the open market, the Independent Agent may, at its
sole discretion, purchase such shares at any time beginning on the third
business day prior to the Investment Date and ending on the fourth business day
before the next Investment Date. The number of shares (including any fraction of
a share) of Common Stock credited to the account of a Participant for a
particular Investment Date will be determined by dividing the total amount of
dividends, Direct Investments and/or Automatic Investments to be invested for
such Participant on such Investment Date by the weighted average price per share
of such purchases made for all Participants for such Investment Date.
Purchases of shares of Common Stock from Enterprise, whether newly issued
or treasury shares, will be made on the relevant Investment Date at the average
of the high and low sales prices of the Common Stock reported on the New York
Stock Exchange Composite Tape as published for the Investment Date. No brokerage
commissions will be incurred on shares acquired directly from Enterprise.
UNDER ENTERPRISE DIRECT, A PARTICIPANT DOES NOT HAVE THE ABILITY TO ORDER
THE PURCHASE OF A SPECIFIC NUMBER OF SHARES, THE PURCHASE OF SHARES AT A
SPECIFIED PRICE OR A PARTICULAR DATE OF PURCHASE, AS MAY BE DONE WITH PURCHASES
THROUGH A BROKER.
The Independent Agent may commingle each Participant's funds with those of
other Participants for the purpose of executing purchase and sale transactions.
SALES OF COMMON STOCK
A Participant may sell any or all full shares of Common Stock in the
Participant's account without terminating participation in Enterprise Direct by
delivering a request acceptable to the Administrator. See "Administration". Any
remaining full shares and fraction of a share will remain in the Participant's
account. UNDER ENTERPRISE DIRECT, A PARTICIPANT DOES NOT HAVE THE ABILITY TO
SELL SHARES AT A SPECIFIC PRICE OR ON A PARTICULAR DATE, AS MAY BE DONE WITH
SALES THROUGH A BROKER.
A request to have the check for the proceeds of the sale of Plan shares
issued in a name other than the account name of record will be honored only
after the requirements for the transfer of stock have been met. See
"Gift/Transfer of Shares".
Sales will be made by the Independent Agent as soon as practicable after
receipt of such request by the Administrator. Subject to applicable regulations,
the Independent Agent shall have sole discretion as to all matters relating to
such sales, including determining the number of shares, if any, to be sold on
any day or at any time of that day, the prices received for such shares, the
markets on which such sales are made and the person (including other brokers and
dealers) from or through whom such sales are made. The Independent Agent may
also, at its sole discretion, sell shares to Participants purchasing shares
under Enterprise Direct at the weighted average price per share of the aggregate
number of shares then being purchased by the Independent Agent in the open
market. The proceeds from the sale, less any fees charged by Enterprise and
brokerage fees, related service charges and any applicable taxes paid by the
Independent Agent, will be remitted to the Participant by the Administrator. A
service fee will be charged for such sales. See "Service Fees".
A REQUEST TO SELL SHARES OF COMMON STOCK IN A PARTICIPANT'S ACCOUNT IS
IRREVOCABLE WHEN MADE. THE PRICE RECEIVED BY THE INDEPENDENT AGENT FOR THE
ACCOUNT OF THE PARTICIPANT WILL NECESSARILY BE DEPENDENT ON MARKET CONDITIONS IN
EFFECT AT THE TIME OF THE SALE. THE MARKET PRICE OF SHARES OF COMMON STOCK MAY
FLUCTUATE UP OR DOWN BETWEEN THE TIME THE PARTICIPANT REQUESTS SUCH SALE AND THE
TIME SUCH SHARES ARE ACTUALLY SOLD BY THE INDEPENDENT AGENT. NO LIABILITY FOR
ANY SUCH CHANGE IN MARKET PRICE IN CONNECTION WITH ANY SUCH SALE IS OR HAS BEEN
ASSUMED BY ENTERPRISE, THE ADMINISTRATOR OR THE INDEPENDENT AGENT.
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CHANGING PLAN OPTIONS
Participants may change their Enterprise Direct options at any time by
delivering a new Enrollment/Authorization Form or other instructions to that
effect to the Administrator. Any such instructions must be RECEIVED by the
Administrator no later than the first business day of a month in which a
dividend is to be paid to be effective for that dividend. In addition, for
changes involving Automatic Investments, an Enrollment/Authorization Form
indicating such change must be RECEIVED by the Administrator no later than ten
business days prior to the Investment Date upon which the change is to become
effective.
WITHDRAWAL FROM ENTERPRISE DIRECT
Participants may withdraw from Enterprise Direct by giving written notice
to the Administrator. Upon withdrawal, the Administrator will maintain all
shares of Common Stock held in the Participant's account in book-entry form,
unless the Participant requests that the Administrator either (i) send a
certificate for the number of whole shares held in the Enterprise Direct account
and a check for the value of any fractional shares (based on 100% of the then
current market price of the Common Stock at the time such shares are sold, less
applicable fees, brokerage commissions, related service charges and any
applicable taxes); or (ii) sell all shares in the Enterprise Direct account as
described under "Sales of Common Stock". Thereafter, dividends will be paid in
cash unless the shareholder rejoins Enterprise Direct.
Certificates will be issued upon withdrawal in the name or names in which
the account is maintained, unless otherwise instructed. See "Gift/Transfer of
Shares". No certificates will be issued for a fractional share.
All notices of withdrawal will be processed by the Administrator and any
uninvested funds will be returned to the withdrawing Participant as soon as
practicable, without interest. If a notice of withdrawal is received on or after
an ex-dividend date but before the related dividend payment date, the withdrawal
will be processed as described above and a separate dividend check will be
mailed to the Participant as soon as practicable following the dividend payment
date.
SAFEKEEPING
Both Participants and non-Participants may deposit some or all of their
Common Stock certificates with the Administrator for safekeeping. Shares
deposited will be credited to the individual's account as maintained by the
Administrator. By using Enterprise Direct's safekeeping service, shareholders no
longer bear the risk and cost associated with the loss, theft or destruction of
stock certificates. Shareholders using this service who are not Enterprise
Direct Participants will receive dividends in cash until they enroll in
Enterprise Direct. Shares held in safekeeping may be sold or transferred as
described in "Sales of Common Stock" and "Gift/Transfer of Shares".
To deposit certificates with Enterprise Direct's safekeeping service,
shareholders should send their certificates by registered and insured mail to
the Administrator with written instructions to deposit such shares. THE
CERTIFICATES SHOULD NOT BE ENDORSED AND THE ASSIGNMENT SECTION SHOULD NOT BE
COMPLETED. All certificates deposited for safekeeping will be cancelled and a
book-entry account established for the shareholder.
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DIRECT DEPOSIT OF DIVIDENDS NOT REINVESTED
Participants and non-Participants who elect not to reinvest all dividends
on shares of Common Stock and Preferred Stock may receive non-reinvested
dividends by electronic deposit to their accounts at predesignated U.S.
financial institutions on the applicable dividend payment date. To receive
direct deposit of funds, Participants and non-Participants must obtain from the
Administrator a direct deposit authorization form ("Direct Deposit Form") and
complete, sign and return it to the Administrator. Direct deposit of funds will
become effective as promptly as practicable after receipt of a completed Direct
Deposit Form. Changes in designated direct deposit accounts may be made by
delivering a new Direct Deposit Form to the Administrator.
Dividends on shares of Common Stock and Preferred Stock not designated for
reinvestment and not directly deposited will be paid by check on the applicable
dividend payment date.
GIFT/TRANSFER OF SHARES
Shareholders may transfer the ownership of some or all of their Enterprise
Direct shares or shares of Common Stock held in safekeeping by contacting the
Administrator and complying with its requirements for the transfer of stock then
in effect. See "Inquiries". Shares may be transferred to new or existing
shareholders.
SERVICE FEES
ENROLLMENT FEE FOR NON-SHAREHOLDERS .............................. $10.00
(Deducted from the Initial Investment)
SALES AND WITHDRAWAL FEE PER TRANSACTION ......................... $10.00
(Plus brokerage commissions, related service charges
and any applicable taxes incurred by the Independent
Agent in connection with such sale)
FEE FOR EACH RETURNED CHECK OR REJECTED AUTOMATIC INVESTMENT ...... $25.00
FEE FOR ACCOUNT RESEARCH .......................................... $25.00
(Per hour; one hour minimum)
Enterprise reserves the right at any time to change these fees or to charge
Participants (including those who do not reinvest dividends) other fees,
including but not limited to administrative, set-up and handling fees. Notices
of such future changes or additional fees will be sent to Participants at least
60 days prior to their effective date.
The Administrator will deduct the applicable fees and any other charges
from proceeds due from a sale, funds received for investment or the payment of
dividends. Any brokerage fees or commissions paid by Enterprise on behalf of a
Participant to purchase shares of Common Stock under Enterprise Direct will be
reported to the Internal Revenue Service ("IRS") as income to the Participant.
See "Income Tax Information". At present, Enterprise estimates that brokerage
fees and commissions will not exceed $0.10 per share. Enterprise does not
control the amount or the timing of changes to brokerage fees and commissions.
Therefore, no notice of increases in brokerage fees and commissions will be
provided.
REPORTS TO PARTICIPANTS
Participants will be provided quarterly statements listing all transactions
in the Participant's account for the calendar year through that quarter at their
last known address as shown on the Administrator's records. In addition,
Participants will be provided a monthly confirmation statement for each month in
which a Voluntary Contribution is made. QUARTERLY STATEMENTS PROVIDE COST BASIS
INFORMATION WHICH IS NECESSARY FOR TAX REPORTING AFTER THE SALE OF COMMON STOCK
AND SHOULD BE RETAINED BY THE PARTICIPANT.
10
<PAGE>
STOCK SPLITS; STOCK DIVIDENDS; RIGHTS OFFERINGS
Only dividends payable in cash may be reinvested under the Plan. In the
event dividends are paid in shares of Enterprise Common Stock, or if shares of
Enterprise Common Stock are distributed in connection with any stock split or
similar transaction, each Participant's account will be adjusted to reflect the
receipt of shares of Enterprise Common Stock so paid or distributed. In the
event of a rights offering, rights will be issued and mailed directly to the
Participant for the number of whole shares only and rights based on a fraction
of a share held in the Participant's account will be sold and the net proceeds
will be applied as a Direct Investment to purchase shares of Common Stock under
the Plan on the next Investment Date.
RIGHTS OF PARTICIPANTS
All Common Stock purchased and/or held in a Participant's account will be
held in a nominee name and administered by the Administrator, as custodian. Cash
held for a Participant's account pending investment will be held in a segregated
account and will not be commingled with funds of Enterprise (although funds held
for Participants will be commingled with funds held for other Participants).
Participants will be provided all reports distributed to Enterprise's
shareholders, as well as proxy materials, including a proxy covering all Common
Stock held in the Participant's account, relating to any annual or special
meeting of Enterprise shareholders at the last address for the Participant shown
on the Administrator's records. Common Stock held in a Participant's account
will be voted as and to the extent specified by the Participant. If a proxy with
respect to the Common Stock held in a Participant's account is not received by
the Administrator prior to the fifth day before a shareholder meeting, the
Administrator will vote the shares held in the Participant's account in
accordance with the recommendations of Enterprise's management.
RISK FACTORS; RESPONSIBILITY OF THE ADMINISTRATOR
AND ENTERPRISE; INDEMNIFICATION
NEITHER ENTERPRISE NOR THE ADMINISTRATOR CAN ASSURE A PROFIT OR PROTECT
AGAINST A LOSS ON SHARES PURCHASED UNDER ENTERPRISE DIRECT. The establishment
and maintenance of Enterprise Direct by Enterprise does not constitute an
assurance with respect to either the value of Common Stock or whether Enterprise
will continue to pay dividends on Common Stock or at what rate.
Neither Enterprise nor the Administrator (including Enterprise, if it is
acting as such) will be liable for any act done in good faith or for any good
faith omission to act, including without limitation, the failure to terminate a
Participant's account upon such Participant's death prior to receipt of notice
in writing of such death, or any act or omission to act with respect to the
prices at which shares are purchased or sold for a Participant's account or the
times at which such purchases or sales are made. Enterprise has been informed
that it is the opinion of the SEC that the foregoing limitation of liability
will not extend to violations of Federal securities law.
Under Enterprise's Certificate of Incorporation, as amended, Enterprise's
officers and directors, as permitted by New Jersey law, have certain rights of
indemnification against liability incurred by them as a result of their service
in those capacities. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 ("Securities Act") may be permitted to officers or
directors pursuant to the foregoing provisions, Enterprise has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and therefore is unenforceable.
11
<PAGE>
MODIFICATION OR TERMINATION OF ENTERPRISE DIRECT
Enterprise may modify or terminate Enterprise Direct at any time with or
without prior notice and, in such event, Participants will be so notified. The
Administrator also reserves the right to change any administrative procedures of
Enterprise Direct.
INTERPRETATION OF ENTERPRISE DIRECT
Enterprise and the Administrator may, in their absolute discretion,
interpret and regulate Enterprise Direct as deemed necessary or desirable in
connection with the operation of Enterprise Direct and resolve questions or
ambiguities concerning the various provisions of Enterprise Direct.
GOVERNING LAW
Enterprise Direct shall be governed by and construed in accordance with the
laws of the State of New Jersey.
TERMINATION OF PARTICIPATION
If a Participant does not have at least one whole share of Common Stock
credited to the Participant's account under Enterprise Direct, or does not own
any Common or Preferred Stock for which dividends are designated for
reinvestment pursuant to Enterprise Direct, the Participant's participation in
Enterprise Direct may be terminated by Enterprise upon written notice to the
Participant. Additionally, Enterprise may terminate any Participant's
participation in Enterprise Direct after sending written notice to such
Participant at the address appearing on the Administrator's records. A
Participant whose participation has been terminated will receive (i) a
certificate for all of the whole shares of Common Stock credited to the
Participant's account in Enterprise Direct, (ii) any dividends and cash
investments credited to the Participant's account and (iii) a check for the cash
value of any fraction of a share of Common Stock credited to the Participant's
account. Such fraction of a share shall be valued at the weighted average price
per share of the aggregate number of shares sold by the Independent Agent on the
day such fraction of a share is sold.
INCOME TAX INFORMATION
Enterprise believes the following is an accurate summary of the tax
consequences of participation in the Plan as of the date of this Prospectus.
This summary does not reflect every possible situation that could result from
participation in the Plan, and, therefore, Participants are advised to consult
their own tax advisors with respect to the tax consequences (including federal,
state, local and other tax laws and U.S. tax withholding laws) applicable to
their particular circumstances.
In general, the amount of cash dividends paid by Enterprise is still
includible in income even though reinvested under Enterprise Direct. Under this
general rule, the cost basis for federal income tax purposes of any shares
acquired under Enterprise Direct will be the price at which the shares are
credited by the Administrator to the account of the Participant. See "Purchases
of Common Stock". BROKERAGE COMMISSIONS PAID BY ENTERPRISE FOR OPEN MARKET
PURCHASES ON A PARTICIPANT'S BEHALF ARE TO BE TREATED AS DISTRIBUTIONS SUBJECT
TO INCOME TAX IN THE SAME MANNER AS DIVIDENDS. The amounts paid for brokerage
commissions are, however, includible in the cost basis of shares purchased. The
information return sent to Participants and the IRS at year-end, if so required,
will show such amounts paid on their behalf.
The above rules may not be applicable to certain Participants in Enterprise
Direct, such as tax-exempt entities (E.G., pension funds and IRAs) and foreign
shareholders. These particular Participants should contact their own tax
advisors concerning the tax consequences applicable to their situations.
12
<PAGE>
In the case of Participants in Enterprise Direct whose dividends are
subject to U.S. back-up withholding, the Administrator will reinvest dividends
less the amount of tax required to be withheld.
In the case of foreign shareholders whose dividends are subject to U.S. tax
withholding, the Administrator will reinvest dividends less the amount of tax
required to be withheld. The filing of any documentation required to obtain a
reduction in the U.S. withholding tax will be the responsibility of the
shareholder.
USE OF PROCEEDS
Enterprise will receive proceeds from the purchase of Common Stock pursuant
to Enterprise Direct only to the extent that any such purchases are made
directly from Enterprise and not from open market purchases by the
Administrator. Proceeds received by Enterprise from such purchases will be used
for general corporate purposes.
PLAN OF DISTRIBUTION
Common Stock offered pursuant to Enterprise Direct will be purchased in the
open market or, at Enterprise's option, directly from Enterprise. Participants
will be required to pay certain fees in connection with Enterprise Direct. See
"Service Fees" for a description of the fees charged by Enterprise Direct. All
other costs related to the administration of Enterprise Direct will be paid by
Enterprise.
LEGAL MATTERS
The legality of the Common Stock covered hereby has been passed upon for
Enterprise by James T. Foran, Associate General Counsel of Enterprise and
General Corporate Counsel of PSE&G. Mr. Foran is an officer but not a director
of Enterprise and PSE&G and owns shares of Common Stock.
EXPERTS
The consolidated financial statements of Enterprise incorporated herein by
reference from Enterprise's Annual Report on Form 10-K for the year ended
December 31, 1995 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference,
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
13
<PAGE>
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ENTERPRISE SINCE THE DATE HEREOF
OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION............................. 2
INFORMATION INCORPORATED BY
REFERENCE...................................... 2
PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED................................... 3
THE ENTERPRISE DIRECT PLAN........................ 4
Purpose......................................... 4
Administration.................................. 4
Inquiries....................................... 4
Eligibility..................................... 5
Enrollment Procedures........................... 5
Participants in the Existing Dividend
Reinvestment and Stock Purchase Plan....... 5
Shareholders.................................. 5
Non-shareholders.............................. 5
"Street Name" Holders / Transfer of Shares
from a Broker.............................. 5
Methods of Investment........................... 6
Direct Investment............................. 6
Automatic Investment.......................... 6
Dividends..................................... 6
Investment Dates................................ 7
Purchases of Common Stock....................... 7
Sales of Common Stock........................... 8
Changing Plan Options........................... 9
Withdrawal from Enterprise Direct............... 9
Safekeeping..................................... 9
Direct Deposit of Dividends Not Reinvested...... 10
Gift/Transfer of Shares......................... 10
Service Fees.................................... 10
Reports to Participants......................... 10
Stock Splits; Stock Dividends; Rights Offerings. 11
Rights of Participants.......................... 11
Risk Factors; Responsibility of the
Administrator and Enterprise;
Indemnification.............................. 11
Modification or Termination of
Enterprise Direct ........................... 12
Interpretation of Enterprise Direct............. 12
Governing Law................................... 12
Termination of Participation.................... 12
INCOME TAX INFORMATION............................ 12
USE OF PROCEEDS................................... 13
PLAN OF DISTRIBUTION.............................. 13
LEGAL MATTERS..................................... 13
EXPERTS........................................... 13
================================================================================
[LOGO]
PUBLIC SERVICE
ENTERPRISE GROUP
INCORPORATED
ENTERPRISE DIRECT SM
(Dividend Reinvestment and
Stock Purchase Plan)
---------------------------
October 24, 1996
PROSPECTUS
================================================================================
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Public Service Enterprise Group Incorporated, certifies that it has reasonable
grounds to believe it meets all of the requirements for filing on Form S-3 and
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Newark, State of New Jersey, on this 24th day of
October, 1996. Public Service Enterprise Group Incorporated
By: /s/ E. JAMES FERLAND
----------------------------------
E. James Ferland
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ E. JAMES FERLAND Chairman of the Board, President and October 24, 1996
- ----------------------------------- Chief Executive Officer and Director
E. James Ferland (Principal Executive Officer)
/s/ ROBERT C. MURRAY Vice President October 24, 1996
- ----------------------------------- and Chief Financial Officer
Robert C. Murray (Principal Financial Officer)
/s/ PATRICIA A. RADO Vice President and Controller October 24, 1996
- ----------------------------------- (Principal Accounting Officer)
Patricia A. Rado
</TABLE>
This Post-Effective Amendment No. 1 to the Registration Statement has also
been signed by Robert C. Murray, attorney-in-fact, on behalf of all of the
following Directors on October 24, 1996.
Lawrence R. Codey
Ernest H. Drew
T.J. Dermot Dunphy
Raymond V. Gilmartin
Irwin Lerner
Marilyn M. Pfaltz
James C. Pitney
Forrest J. Remick
Richard J. Swift
Josh S. Weston
By: /s/ ROBERT C. MURRAY
--------------------------------
Robert C. Murray
Attorney-in-Fact
II-1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Public Service Enterprise Group Incorporated on Form S-3 of our report dated
February 14, 1996 appearing in the 1995 Annual Report on Form 10-K of Public
Service Enterprise Group Incorporated and to the references to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
October 24, 1996
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Robert C. Murray
and James T. Foran the agents for service named on this Amendment No. 1, and
each of them severally, as attorney-in-fact, to execute in the name of such each
person and file with the Securities and Exchange Commission any and all
additional amendments, including post-effective amendments to this Registration
Statement.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ E. JAMES FERLAND Chairman of the Board, President and June 18, 1996
- ----------------------------------- Chief Executive Officer and Director
E. James Ferland (Principal Executive Officer)
/s/ ROBERT C. MURRAY Vice President and June 18, 1996
- ----------------------------------- Chief Financial Officer
Robert C. Murray (Principal Financial Officer)
/s/ PATRICIA A. RADO Vice President and June 18, 1996
- ----------------------------------- Controller
Patricia A. Rado (Principal Accounting Officer)
/s/ LAWRENCE R. CODEY Director June 18, 1996
- -----------------------------------
Lawrence R. Codey
/s/ ERNEST H. DREW Director September 5, 1996
- -----------------------------------
Ernest H. Drew
/s/ T.J. DERMONT DUNPHY Director June 18, 1996
- -----------------------------------
T.J. Dermont Dunphy
/s/ RAYMOND V. GILMARTIN Director June 18, 1996
- -----------------------------------
Raymond V. Gilmartin
/s/ IRWIN LERNER Director June 18, 1996
- -----------------------------------
Irwin Lerner
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MARILYN M. PFALTZ Director June 18, 1996
- -----------------------------------
Marilyn M. Pfaltz
/s/ JAMES C. PITNEY Director June 18, 1996
- -----------------------------------
James C. Pitney
/s/ FORREST J. REMICK Director June 18, 1996
- -----------------------------------
Forrest J. Remick
/s/ RICHARD J. SWIFT Director June 18, 1996
- -----------------------------------
Richard J. Swift
/s/ JOSH S. WESTON Director June 18, 1996
- -----------------------------------
Josh S. Weston
</TABLE>
<PAGE>
