PUBLIC SERVICE ENTERPRISE GROUP INC
8-K, 1996-10-23
ELECTRIC & OTHER SERVICES COMBINED
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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) October 23, 1996

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
             (Exact name of registrant as specified in its charter)


       State of 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


                     PUBLIC SERVICE ELECTRIC AND GAS COMPANY
             (Exact name of registrant as specified in its charter)


       State of New Jersey       1-973               22-1212800
       (State or other           (Commission         (I.R.S. Employer
       Jurisdiction of           File Number)        Identification No.)
       Incorporation)

       80 Park Plaza, P.O. Box 570
       Newark, New Jersey                            07101-0570
       (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
- -------  ------------

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 Reports on Form 10-Q for the quarters ended March
31,  1996 and June 30,  1996 of Public  Service  Enterprise  Group  Incorporated
("Enterprise")   and  Public  Service   Electric  and  Gas  Company   ("PSE&G"),
respectively.

PSE&G - Rate Matters - Nuclear Performance Standard - Nuclear Operations (Salem)
- --------------------------------------------------------------------------------

Reference is made to the press release of Enterprise,  dated October 23, 1996, a
copy of  which is  attached  hereto  as  Exhibit  99,  announcing  the  proposed
settlement of three PSE&G regulatory  issues pending before the New Jersey Board
of Public  Utilities,  including the "used and  usefulness" of the Salem Nuclear
Generating Station, Units 1 and 2.

Item 7.  Financial Statements and Exhibits
- -------  ---------------------------------

   Exhibit
Designation                       Nature of Exhibit

   99                  Enterprise press release dated October 23, 1996.





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                                    SIGNATURE
                                    ---------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned hereunto duly authorized.

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                                  (Registrant)

                     PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                  (Registrant)

                By              ROBERT C. MURRAY
                    ------------------------------------------
                                Robert C. Murray

                   Vice President and Chief Financial Officer
                  Public Service Enterprise Group Incorporated

                Senior Vice President and Chief Financial Officer
                     Public Service Electric and Gas Company

Date:  October 23, 1996



Exhibit 99

                                                                October 23, 1996


            SETTLEMENT PROPOSED ON "USED AND USEFUL" ISSUE
              INVOLVING SALEM NUCLEAR GENERATING STATION

      Public  Service  Electric  and Gas Company  (PSE&G),  the staff of the New
Jersey Board of Public  Utilities  (BPU),  and the state's Division of Ratepayer
Advocate  today  (October  23) agreed upon the  resolution  of three  regulatory
issues,  including the "used and  usefulness"  of the Salem  Nuclear  Generating
Station.

      Under the  settlements,  which  require  approval of the BPU,  PSE&G would
provide  electric  customers with bill credits totaling $83.9 million in January
and February,  1997, and would forego  recovery of another $12 million in energy
costs that have been  deferred.  The total  benefit to PSE&G's  customers  would
amount to $95.9 million.

      The  settlements  would result in an earnings  loss of $62.3 million or 26
cents per share of Public Service Enterprise Group (Enterprise) common stock. Of
the total,  $3.3 million or 1 cent per share had been previously  recorded,  and
the remaining  $59.0 million or 25 cents per share will be recorded in the third
quarter of 1996.

      Accordingly,  Enterprise  and PSE&G are required to restate  third-quarter
earnings  announced on October 15. As a result,  Enterprise's  restated earnings
for the third quarter of 1996 are $156.0 million or 64 cents per share of common
stock based on 243.1  million  average  shares  outstanding,  compared to $186.8
million  or  76  cents  per  share,   based  on  244.7  million  average  shares
outstanding, for the corresponding period of 1995. PSE&G's restated earnings for
the third quarter are $117.8  million or 48 cents per share,  compared to $176.2
million or 72 cents per share for the third quarter of 1995.

      In addition to the  settlement  of the  regulatory  issues,  PSE&G and the
Ratepayer  Advocate  announced  that the  utility  would  create  a $30  million
economic development fund and support certain customer assistance programs.

      Under the first of the three agreements, Salem 1 and 2 nuclear units would
continue in base rates  without being  subject to further  refund.  In addition,
PSE&G would assume all nuclear and fossil generating fuel and performance risks,
including  replacement  power costs  associated  with the Salem,  Hope Creek and
Peach Bottom  nuclear  stations from January 1, 1996 through  December 31, 1998,
the proposed expiration date of this settlement.

      As a result of PSE&G's  assumption  of these risks,  New Jersey's  nuclear
performance  standard  would not apply  during  the period of January 1, 1996 to
December 31, 1998. In addition, the energy component of PSE&G's levelized energy
adjustment charge (LEAC) would be fixed at its existing level,  assuring PSE&G's
customers of no increase in this rate until at least January 1999.



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      "The proposed  settlement gives PSE&G increased  incentives to operate all
its electric  generating  facilities as  efficiently  as possible,  particularly
since  costs  associated  with  substandard  nuclear  performance  will  not  be
recovered from customers," said Lawrence R. Codey, president and chief operating
officer of PSE&G.

      "In particular,  with the plan to keep the energy component of the LEAC at
its current  level,  PSE&G would have an  opportunity  --through  efficient  and
effective  operations  -- to recover  deferred  energy  costs as of December 31,
1996, which are currently estimated to be $163 million."

      Codey  emphasized that the proposed  settlements are a "fair resolution of
difficult  regulatory issues." He added: "By settling the Salem proceedings,  we
will be able to address more effectively the rapidly developing  industry issues
for the benefit of PSE&G,  especially those currently being addressed by the BPU
through its review of the Energy Master Plan."

      Salem 1 and 2 have been out of  service  for  refurbishment  since May and
June of 1995, respectively, and both are targeted for full operation in 1997.

      "Activities at Salem 2 are now predominantly  test-related,"  said Leon R.
Eliason,  PSE&G's chief nuclear  officer.  "Our latest  schedule  calls for fuel
loading in about five weeks, with synchronization of the unit to the grid around
or shortly after the first of the year. Our objective remains unchanged: Neither
Salem unit will be returned to  operation  until we are  convinced  that it will
operate on a safe, reliable and sustained basis."

      Salem  1 is  scheduled  to  return  to  service  in  mid-1997.  Currently,
replacement steam generators,  purchased from Northeast Utilities,  have arrived
on  site  and  are  scheduled  for  installation  by  year-end  1996.  With  the
replacement effort underway,  overall refurbishment of the unit is set to resume
in November.

      The key elements of the stipulation  resolving the "used and useful" issue
are as follows:

 I.     PSE&G  would  provide  bill  credits to  electric  customers  of $77.5
        million during January and February, 1997.

 II.    The energy  component of PSE&G's LEAC,  which  recovers all LEAC costs
        except  gas plant  remediation,  demand  side  management  and  nuclear
        decommissioning,  would be fixed at its current level.  From January 1,
        1997 through  December 31, 1998,  any revenue and costs  related to the
        energy  component  of the LEAC would be treated as revenue and expense.
        In  addition,  from January 1, 1997  through  December 31, 1998,  PSE&G
        would have the  opportunity  to reduce its deferred LEAC energy balance
        as of December 31, 1996. Any  underrecovered  or overrecovered  balance
        that exists on December 31, 1998 would be to PSE&G's  account and would
        not be considered in any LEAC review subsequent to that date.





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 III.   Because the bill credits  "fully  protect  ratepayers  from the economic
        consequences  of  the  current  outages,"  there  would  be  no  further
        regulatory action regarding the "used and useful" issue through December
        31, 1998.

 IV.    The BPU's  nuclear  performance  standard  would not apply to PSE&G from
        January  1, 1996  through December  31,  1998 since the risk of nuclear
        operation and performance will reside with the company. The standard had
        served as a  mechanism  to share  the risk of  performance  between  the
        company and its customers.

  V.    If PSE&G  buys out or buys down any  cogeneration  contracts  during the
        stipulation  period,  it would be permitted to defer  associated  costs,
        which would be reviewed at a future BPU proceeding.


 VI.    PSE&G,  the BPU staff and the  Ratepayer  Advocate  reserve the right to
        review,  in the next base  rate  proceeding,  Salem-related  capitalized
        costs  incurred since base rates were last reviewed in 1992 as part of a
        rate case that was effective January 1, 1993.

 VII.   A new LEAC rate would be established after the settlement  period,  with
        PSE&G making a filing no later than November 1, 1998.

     In addition to the  resolution  of the Salem "used and useful"  issue,  two
other agreements would address separate long-standing issues that PSE&G had been
litigating before the BPU:

 VIII.  The recovery of certain replacement power costs associated with a 58-day
        outage at Salem 1 in 1994 after  excessive grass from the Delaware River
        clogged the unit's intake system.  Under the proposed  agreement,  PSE&G
        would reduce its underrecovered LEAC balance by $7 million.

 IX.    The recovery of capacity costs  associated  with electric  utility power
        purchases from  cogeneration  producers through December 31, 1998. Under
        the  proposed  agreement,  PSE&G would  provide bill credits to electric
        customers  of  $6.4  million  during  January  and  February,  1997.  In
        addition, it would reduce its underrecovered LEAC balance by $5 million.

 X.     Besides the  agreements,  PSE&G and the Ratepayer  Advocate  agreed on a
        commitment  by  the  utility  to  provide  financial  assistance  toward
        economic growth and development in New Jersey. The agreement, which runs
        through December 31, 1999, calls for PSE&G to:

 XI.    Create a $30 million revolving  economic  development fund with emphasis
        on stimulating  jobs and developing  high  technology  projects in urban
        areas.

 XII.   Provide  incentives to encourage  local public  housing  authorities  to
        replace up to 4,000 refrigerators a year.





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 XIII.  Commit $1 million to develop a fund to provide  innovative  assistance
        to low-income residents who are having difficulty paying energy bills.

 XIV.   Develop a computer system to assist low-income  residents in identifying
        government  and community  programs for which they would be eligible to
        receive benefits.


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      This news release  includes  forward-looking  statements.  Although Public
Service  Enterprise  Group  Incorporated  and its principal  subsidiary,  Public
Service Electric and Gas Company,  believe that their  expectations are based on
reasonable assumptions,  they can give no assurance that these expectations will
be achieved.  For further information,  please refer to their reports filed with
the  Securities  and  Exchange  Commission.   These  documents  address  company
business,  industry  issues and other factors that could cause actual results to
differ materially from those indicated in this release.




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