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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 2, 1996
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
New Jersey 1-9120 22-2625848
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
80 Park Plaza, P.O. Box 1171
Newark, New Jersey 07101-1171
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 201-430-7000
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Item 5. Other Events
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The following information updates certain matters previously reported to
the Securities and Exchange Commission under Item 1 - Business of Part I
and under Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations ("MD&A") of the Annual Report on Form
10-K for the year ended December 31, 1995; and under Item 2 - MD&A of Part
I and under Item 5 - Other Information of Part II of the Report on Form
10-Q for the quarter ended March 31, 1996 of Public Service Enterprise
Group Incorporated ("Enterprise").
Reference is made to the press release of Enterprise dated July 2, 1996,
a copy of which is attached hereto as Exhibit 99, announcing the sale of
its indirect subsidiary, Energy Development Corporation and management's
current intention to seek authorization from Enterprise's Board of
Directors to initiate a program to repurchase Enterprise Common Stock.
Item 7. Financial Statements and Exhibits
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Exhibit
Number
99 Enterprise press release dated July 2, 1996.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Registrant)
By ROBERT C. MURRAY
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Robert C. Murray
Vice President and Chief Financial Officer
Public Service Enterprise Group Incorporated
Date: July 2, 1996
Exhibit 99
July 2, 1996
PUBLIC SERVICE ENTERPRISE GROUP ANNOUNCES
SALE OF ENERGY DEVELOPMENT CORPORATION
Public Service Enterprise Group (PSEG) announced today (July 2, 1996) that
it intends to sell Energy Development Corporation (EDC), its nonregulated
oil and gas exploration and development business, to Samedan Oil
Corporation, a subsidiary of Noble Affiliates, Inc., for $775 million.
E. James Ferland, PSEG's chairman of the board and chief executive
officer, said Enterprise Diversified Holdings Incorporated (EDHI), the
subholding parent company of PSEG's nonregulated businesses, has signed a
definitive contract with Samedan and expects to close on the transaction
by the end of July.
Ferland said the sale of EDC to Samedan is in line with PSEG's plans
unveiled last December to pursue divestiture of the oil and gas business.
He said the sale of EDC is expected to result in a pre-tax gain of about
$71 million, which will produce after-tax earnings of 8 cents per share of
PSEG common stock, which will be recorded in the third quarter of 1996.
In addition, he said, cash proceeds from the sale will be used to pay down
approximately $350 million of debt related to EDC. After the pay down of
debt and payment of taxes, the net cash proceeds from the sale will be
approximately $340 million.
Ferland said it is management's current intention to seek authorization
from PSEG's Board of Directors to initiate a common stock repurchase
program.
PSEG's decision to divest EDC stems principally from the belief, Ferland
said, that the company has not been fully recognized in the value of
PSEG's common stock. "Management concluded that shareholders would
receive a greater benefit from the value derived from a divestiture of
EDC," he said.
Ferland added that EDC is no longer a critical factor in PSEG's effort to
provide energy solutions to customers. "With the advent of the energy
futures markets, we can meet the full range of customer needs without
owning large volumes of oil and gas," he said.
EDC is one of the largest independent exploration and production companies
in the United States, with operations onshore in 13 states, offshore in
the Gulf of Mexico, and in Argentina, Senegal, Tunisia and China. Samedan
conducts exploration and production operations for Noble, which is also
one of the nation's leading independent energy companies.
