As filed with the Securities and Exchange Commission on , 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 charter)
New Jersey
(State or other jurisdiction of
incorporation or organization)
22-2625848
(I.R.S. Employer Identification No.)
80 Park Plaza
P.O. Box 1171
Newark, New Jersey 07101
(973) 430-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Robert C. Murray
Vice President and Chief Financial Officer
80 Park Plaza
P.O. Box 1171
Newark, New Jersey 07101
(973) 430-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
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James T. Foran, Esquire Howard G. Godwin, Jr., Esquire
Associate General Counsel Brown & Wood LLP
80 Park Plaza One World Trade Center
P.O. Box 1171 New York, New York 10048
Newark, New Jersey 07101
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Approximate date of commencement of proposed sale to the public:
After the Registration Statement becomes effective, as determined by market
conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [X]
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 statement 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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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Amount To Be Offering Price Per Aggregate Offering Amount of
Securities To Be Registered Registered (1) Unit (2) Price (2) Registration Fee (3)
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Debt Securities ............. $150,000,000 100% $150,000,000 $44,250
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(1) There is being registered hereunder a presently indeterminate principal
amount of Debt Securities which may be either Senior Debt Securities or
Subordinated Debt Securities with an aggregate initial offering price not
to exceed $150,000,000.
(2) Estimated solely for the purpose of determining the registration fee.
(3) $200,000,000 aggregate principal amount of Senior Debt Securities and
Subordinated Debt Securities registered on Form S-3, File No. 333-52847,
as to which filing fees of $59,000 were previously paid are being carried
forward pursuant to Rule 429 of the rules and regulations under the
Securities Act of 1933, as amended.
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Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus included in this registration statement also relates to $200,000,000
aggregate principal amount of Senior Debt Securities and Subordinated Debt
Securities registered on Form S-3, File No. 333-52847 previously filed by the
registrant and declared effective on May 22, 1998 which have not been offered
or sold as of the date of this registration statement. This registration
statement, which is a new registration statement, also constitutes
post-effective amendment no. 1 to registration statement 333-52847, and such
post-effective amendment no. 1 shall hereafter become effective concurrently
with the effectiveness of this registration statement and in accordance with
section 8(c) of the Securities Act of 1933.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Information contained herein is subject to completion or amendment. A
registration statement relating to securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Subject to Completion, Dated October 2, 1998
PROSPECTUS
Public Service Enterprise Group Incorporated
80 Park Plaza
P.O. Box 1170
Newark, New Jersey 07101-1170
(973) 430-7000
(PSEG logo)
$350,000,000
Debt Securities
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Public Service Enterprise Group Incorporated may offer from time to time,
together or separately, one or more series of its unsecured debt securities
which may be either senior or subordinated in priority of payment.
The Senior Debt Securities will rank equally with all other unsubordinated
and unsecured indebtedness of Enterprise. The Subordinated Debt Securities will
be unsecured and subordinated as described under "Description of Debt
Securities -- Subordination."
When a particular series of Debt Securities is offered, Enterprise will
prepare and issue a supplement to this Prospectus setting forth the particular
terms of the offered Debt Securities. You should read this Prospectus and any
Prospectus Supplement carefully before you make any decision to invest in the
Debt Securities.
The aggregate initial public offering price of all Senior Debt Securities
and Subordinated Debt Securities which may be sold under this Prospectus will
not exceed $350,000,000.
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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 any of these
organizations determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
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The date of this Prospectus is , 1998.
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About This Prospectus
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This prospectus is part of a registration statement that Public Service
Enterprise Group Incorporated ("Enterprise") filed with the Securities and
Exchange Commission (the "SEC") utilizing a "shelf " registration process. Under
this shelf process, Enterprise may, from time to time, sell any combination of
the Debt Securities described in this Prospectus in one or more offerings of one
or more series. The aggregate principal amount of Debt Securities which
Enterprise may offer under this Prospectus is $350,000,000. Each time Enterprise
sells Debt Securities, it will provide a Prospectus Supplement that will contain
specific information about the terms of that offering. The Prospectus Supplement
may also add, update or change information contained in this Prospectus. You
should read both this Prospectus and any Prospectus Supplement together with
additional information described under the heading WHERE YOU CAN FIND MORE
INFORMATION.
Enterprise believes that it has included or incorporated by reference
all information material to investors in this Prospectus, but certain details
that may be important for specific investment purposes have not been included.
To see more detail, you should read the exhibits filed with or incorporated by
reference into this registration statement.
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Where You Can Find More Information
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Enterprise is a New Jersey corporation which files annual, quarterly and
special reports, proxy statements and other information with the SEC.
Enterprise's SEC filings are available to the public over the Internet at the
SEC's web site at http://www.sec.gov. You may also read and copy any document
Enterprise files at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as its public reference rooms in New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms.
You may also inspect these documents at the New York Stock Exchange,
Inc. and the Philadelphia Stock Exchange, Inc. where Enterprise's common stock
is listed.
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Incorporation of Certain Documents by Reference
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The SEC allows Enterprise to "incorporate by reference" the information
Enterprise files with it, which means that Enterprise can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this Prospectus, and
information that Enterprise files later with the SEC will automatically update
and supersede this information. Enterprise incorporates by reference the
documents listed below and any future filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until it
sells all of the Debt Securities.
1. Enterprise's Annual Report on Form 10-K for the year ended December
31, 1997.
2. Enterprise's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998.
You may request a copy of these filings, other than exhibits not
specifically incorporated by reference therein, which will be provided to you
without charge, by writing or telephoning:
Director, Investor Relations
Public Service Electric and Gas Company
80 Park Plaza, T6B
P.O. Box 570
Newark, New Jersey 07101
telephone (973) 430-6503
You should rely only on the information incorporated by reference or
provided in this Prospectus or any Prospectus Supplement. Enterprise has not
authorized anyone else to provide you with different information. Enterprise is
not making an offer of these Debt Securities in any state where the offer is
not permitted. You should not assume that the information in this Prospectus or
any Prospectus Supplement is accurate as of any date other than the date on the
front of those documents.
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Public Service Enterprise Group Incorporated
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Enterprise is a public utility holding company that neither owns nor
operates any physical properties. Enterprise has two direct, wholly owned
subsidiaries, Public Service Electric and Gas Company ("PSE&G") and PSEG Energy
Holdings Inc. ("Energy Holdings"). Enterprise's principal subsidiary, PSE&G, is
an operating public utility providing electric and gas service in certain areas
of the State of New Jersey. Energy Holdings is the parent of Enterprise's
non-utility businesses: PSEG Global Inc.,
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PSEG Resources Inc., PSEG Energy Technologies Inc., Enterprise Group
Development Corporation, PSEG Capital Corporation and Enterprise Capital
Funding Corporation.
Enterprise's executive offices are located at 80 Park Plaza, Newark, New
Jersey 07101, and its telephone number is (973) 430-7000.
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Use of Proceeds
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The net proceeds from the sale of the Debt Securities will be added to
Enterprise's general funds and will be used for general corporate purposes,
including but not limited to repurchase of its common stock and additional
investments in its subsidiaries.
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Description of Debt Securities
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The Debt Securities will be Enterprise's direct unsecured obligations and
may be issued from time to time in one or more offerings of one or more series.
The Senior Securities will be issued under an Indenture (the "Senior Indenture")
to be entered into between Enterprise and First Union National Bank, Trustee
(the "Senior Trustee"), and the Subordinated Securities will be issued under an
Indenture (the "Subordinated Indenture") to be entered into between Enterprise
and First Union National Bank, Trustee (the "Subordinated Trustee"). The term
"Trustee" when used in this Prospectus refers to either the Senior Trustee or
the Subordinated Trustee, as appropriate. The Senior Indenture and the
Subordinated Indenture (sometimes referred to collectively as the "Indentures"
and individually as an "Indenture") are filed as exhibits to the registration
statement. The Indentures are subject to and governed by the Trust Indenture Act
of 1939, as amended (the "TIA"). Selected provisions of the Indentures have been
summarized below. The summary is not complete. You should read the Indentures
for provisions that may be important to you. In the summary below, references to
section numbers of the applicable Indentures are included so that you can easily
locate these provisions. Capitalized terms used in the summary have the meanings
specified in the Indentures. Parenthetical references below are to the
Indentures or to the TIA, as applicable.
Provisions Applicable to Both the Senior and Subordinated Indentures
General
The Debt Securities will be direct, unsecured obligations of Enterprise.
The Senior Securities will rank equally with all other unsecured and
unsubordinated
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indebtedness of Enterprise. The Subordinated Securities will be subordinated in
right of payment to the prior payment in full of the Senior Indebtedness of
Enterprise as described under " -- Subordinated Indenture Provisions --
Subordination."
Because Enterprise is a holding company that conducts all of its
operations through its subsidiaries, holders of Debt Securities will generally
have a junior position to claims of creditors of those subsidiaries, including
trade creditors, debtholders, secured creditors, taxing authorities, guarantee
holders and any preferred stockholders. PSE&G has 2,145,234 outstanding shares
of preferred stock with a par value of approximately $170 million. Enterprise's
subsidiaries have ongoing corporate debt programs used to finance their business
activities. As of June 30, 1998, Enterprise's subsidiaries had approximately
$6.8 billion of outstanding debt.
Each Indenture provides that any Debt Securities proposed to be sold
pursuant to this Prospectus and the accompanying Prospectus Supplement, as well
as other unsecured debt securities of Enterprise, may be issued under such
Indenture in one or more series, in each case as authorized from time to time
by Enterprise. The particular terms of any series of Debt Securities and any
modifications of or additions to the general terms of the Debt Securities
described in this Prospectus will be described in the Prospectus Supplement for
that series. Accordingly, for a description of the terms of any series of Debt
Securities, you should refer to both the Prospectus Supplement relating to that
series and the description of Debt Securities set forth in this Prospectus.
You should refer to the Prospectus Supplement for the following
information for each particular series of Debt Securities:
(1) The title of such Debt Securities and whether such Debt
Securities will be Senior Debt Securities or Subordinated Debt
Securities.
(2) The aggregate principal amount of such Debt Securities and any
limit on the aggregate principal amount of Debt Securities of such
series.
(3) If other than the principal amount thereof, the portion of the
principal amount thereof payable upon declaration of acceleration of
the maturity thereof or the method by which such portion will be
determined.
(4) The date or dates, or the method by which such date or dates
will be determined or extended, on which the principal of such Debt
Securities will be payable.
(5) The rate or rates at which such Debt Securities will bear
interest, if any, or the method by which such rate or rates will be
determined. The terms of any remarketing of such Debt Securities. The
date or dates from which such interest will accrue or the method by
which such date or dates will be determined. The date or dates on which
such interest, if any, will be payable and the Regular Record Date or
Dates, if any, for the interest payable on any such Debt Securities on
any Interest Payment Date, or the method by which any such date will be
determined, and the basis upon which interest will be calculated if
other than that of a 360-day year of twelve 30-day months.
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(6) The date or dates on which or the period or periods within
which, the price or prices at which and the other terms and conditions
upon which, such Debt Securities may be redeemed, in whole or in part,
at the option of Enterprise and whether Enterprise is to have that
option.
(7) The obligation, if any, of Enterprise to redeem, repay or
purchase such Debt Securities, in whole or in part, pursuant to any
sinking fund or similar provision or at the option of a holder thereof
and the period or periods within which or the date or dates on which,
the price or prices at which and the other terms and conditions upon
which, such Debt Securities will be so redeemed, repaid or purchased.
(8) Whether such Debt Securities are to be issuable as Registered
Securities, Bearer Securities or both. Any restrictions applicable to
the offer, sale or delivery of Bearer Securities and the terms, if any,
upon which Bearer Securities of the series may be exchanged for
Registered Securities. Whether such Debt Securities will be issuable
initially in temporary global form. Whether any such Debt Securities
will be issuable in permanent global form with or without coupons and,
if so, whether beneficial owners of interests in any such permanent
global security may exchange such interests for Debt Securities of such
series in certificate form and the circumstances under which any such
exchanges may occur, if other than in the manner provided in the
applicable Indenture. If Registered Securities are to be issuable as a
global security, the identity of the depository for such Debt
Securities.
(9) Whether the amount of payments of principal of (or premium, if
any) or interest, if any, on such Debt Securities may be determined
with reference to an index, formula or other method (which index,
formula or method may be based on one or more Currencies, commodities,
equity indices or other indices) and the manner in which such amounts
will be determined.
(10) The place or places, if any, other than or in addition to The
City of New York, where the principal of (and premium, if any) and
interest, if any, on such Debt Securities will be payable. Where any
Registered Securities may be surrendered for registration of transfer
or exchange. Where Debt Securities of a series that are convertible or
exchangeable may be surrendered for conversion or exchange and where
notices or demands to or upon Enterprise in respect of such Debt
Securities and the applicable Indenture may be served.
(11) The denomination or denominations in which such Debt
Securities will be issuable, if other than $1,000 or any integral
multiple thereof in the case of Registered Securities and $5,000 in the
case of Bearer Securities.
(12) If other than the applicable Trustee, the identity of each
Security Registrar and/or Paying Agent.
(13) The date as of which any Bearer Securities of the series and
any temporary Debt Security issued in global form representing
Outstanding Securities of the series will be dated if other than the
date of original issuance of the first Debt Security of the series to
be issued.
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(14) The applicability, if at all, to such Debt Securities of the
provisions of Article Fourteen of the applicable Indenture described
under "Defeasance and Covenant Defeasance" and any provisions in
modification of, in addition to or in lieu of any of the provisions of
such Article.
(15) The Person to whom any interest on any Registered Security of
the series will be payable, if other than the Person in whose name such
Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. The manner in which, or the Person to whom, any interest on
any Bearer Security of the series shall be payable, if otherwise than
upon presentation and surrender of the coupons appertaining thereto as
they severally mature. The extent to which, or the manner in which, any
interest payable on a temporary Debt Security issued in global form
will be paid if other than in the manner provided in the applicable
Indenture.
(16) If such Debt Securities are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Debt
Security of such series) only upon receipt of certain certificates or
other documents or satisfaction of other conditions, the form and/or
terms of such certificates, documents or conditions.
(17) Whether and under what circumstances Enterprise will pay
Additional Amounts, as contemplated by Section 1004 of the applicable
Indenture, on such Debt Securities to any holder who is not a United
States person (including any modification to the definition of such
term as contained in the applicable Indenture as originally executed)
in respect of any tax, assessment or governmental charge and, if so,
whether Enterprise will have the option to redeem such Debt Securities
rather than pay such Additional Amounts (and the terms of any such
option).
(18) The provisions, if any, granting special rights to the holders
of such Debt Securities upon the occurrence of such events as may be
specified.
(19) Any deletions from, modifications of or additions to the
Events of Default or covenants of Enterprise with respect to such Debt
Securities (which Events of Default or covenants are consistent with
the Events of Default or covenants set forth in the general provisions
of the applicable Indenture).
(20) Whether such Debt Securities will be convertible into or
exchangeable for any other securities and, if so, the terms and
conditions upon which such Debt Securities will be so convertible or
exchangeable.
(21) Any other terms of such Debt Securities.
If applicable, the Prospectus Supplement will also include a discussion
of Federal income tax considerations relevant to the Debt Securities being
offered.
For purposes of this Prospectus, any reference to the payment of
principal of (or premium, if any) or interest, if any, on such Debt Securities
will be deemed to include mention of the payment of any Additional Amounts
required by the terms of such Debt Securities.
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Debt Securities may provide for less than the entire principal amount
thereof to be payable upon declaration of acceleration of the maturity thereof
("Original Issue Discount Securities"). Federal income tax and other
considerations pertaining to any such Original Issue Discount Securities will
be discussed in the applicable Prospectus Supplement.
Each Indenture provides that the Debt Securities which are the subject
of this Prospectus and additional unsecured debt securities of Enterprise,
unlimited as to aggregate principal amount, may be issued in one or more series
thereunder, in each case as authorized from time to time by or pursuant to
authority granted by the Board of Directors of Enterprise. (Section 301 of each
Indenture) Debt Securities so issued under an Indenture are herein collectively
referred to, when a single Trustee is acting for all debt securities issued
under such Indenture, as the "Indenture Securities". Each Indenture also
provides that there may be more than one Trustee thereunder, each with respect
to one or more different series of Indenture Securities. See also "Resignation
of Trustee" herein. At a time when two or more Trustees are acting under either
Indenture, each with respect to only certain series, the term "Indenture
Securities", as used herein, will mean the one or more series with respect to
which each respective Trustee is acting. In the event that there is more than
one Trustee under either Indenture, the powers and trust obligations of each
Trustee as described herein will extend only to the one or more series of
Indenture Securities for which it is Trustee. If two or more Trustees are
acting under either Indenture, then the Indenture Securities for which each
Trustee is acting would in effect be treated as if issued under separate
indentures.
The general provisions of the Indentures do not contain any provisions
that would limit the ability of Enterprise to incur indebtedness or that would
afford holders of Debt Securities protection in the event of a highly leveraged
or similar transaction involving Enterprise. You should refer to the Prospectus
Supplement for information with respect to any deletions from, modifications of
or additions to the Events of Default or covenants of Enterprise that are
described below, including any addition of a covenant or other provision
providing event risk or similar protection.
Enterprise has the ability to issue Indenture Securities with terms
different from those of Indenture Securities previously issued and, without the
consent of the holders thereof, to reopen a previous issue of a series of
Indenture Securities and issue additional Indenture Securities of such series
(unless such reopening was restricted when such series was created).
Denominations, Registration and Transfer
Debt Securities of a series may be issuable solely as Registered
Securities, solely as Bearer Securities or as both Registered Securities and
Bearer Securities. The Indentures also provide that Debt Securities of a series
may be issuable in global form. See " -- Book-Entry Debt Securities". Unless
otherwise provided in the Prospectus Supplement, Debt Securities denominated in
U.S. dollars (other than Global Securities, which may be of any denomination)
are issuable in denominations of $1,000 or any integral multiples of $1,000 (in
the case of Registered Securities) and in the denomination of $5,000 (in the
case of Bearer Securities). Unless otherwise indicated
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in the Prospectus Supplement, Bearer Securities will have interest coupons
attached. (Section 201 of each Indenture)
Registered Securities will be exchangeable for other Registered
Securities of the same series. If (but only if) provided in the Prospectus
Supplement, Bearer Securities (with all unmatured coupons, except as provided
below, and all matured coupons which are in default) of any series may be
similarly exchanged for Registered Securities of the same series of any
authorized denominations and of a like aggregate principal amount and tenor. If
so provided, Bearer Securities surrendered in exchange for Registered
Securities between a Regular Record Date or a Special Record Date and the
relevant date for payment of interest will be surrendered without the coupon
relating to such date for payment of interest, and interest will not be payable
in respect of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the holder of such coupon when due in
accordance with the terms of the applicable Indenture. Unless otherwise
specified in the Prospectus Supplement, Bearer Securities will not be issued in
exchange for Registered Securities. (Section 305 of each Indenture)
Registered Securities of a series may be presented for registration of
transfer and Debt Securities of a series may be presented for exchange (i) at
each office or agency required to be maintained by Enterprise for payment of
such series as described in "Payment and Paying Agents", and (ii) at each other
office or agency that Enterprise may designate from time to time for such
purposes. No service charge will be made for any transfer or exchange of Debt
Securities, but Enterprise may require payment of any tax or other governmental
charge payable in connection therewith. (Section 305 of each Indenture)
Enterprise will not be required to (i) issue, register the transfer of
or exchange Debt Securities during a period beginning at the opening of
business 15 days before any selection of Debt Securities of that series to be
redeemed and ending at the close of business on (A) if Debt Securities of the
series are issuable only as Registered Securities, the day of mailing of the
relevant notice of redemption and (B) if Debt Securities of the series are
issuable as Bearer Securities, the day of the first publication of the relevant
notice of redemption, or, if Debt Securities of the series are also issuable as
Registered Securities and there is no publication, the day of mailing of the
relevant notice of redemption; (ii) register the transfer of or exchange any
Registered Security, or portion thereof, called for redemption, except the
unredeemed portion of any Registered Security being redeemed in part; (iii)
exchange any Bearer Security called for redemption, except to exchange such
Bearer Security for a Registered Security of that series and like tenor that is
simultaneously surrendered for redemption; or (iv) issue, register the transfer
of or exchange any Debt Security which has been surrendered for repayment at
the option of the holder, except the portion, if any, of such Debt Security not
to be so repaid. (Section 305 of each Indenture)
Payment and Paying Agents
Unless otherwise provided in the Prospectus Supplement, premium, if any,
and interest, if any, and Additional Amounts, if any, on Registered Securities
will be payable at any office or agency to be maintained by Enterprise in
Newark, New Jersey
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and New York, New York, except that at the option of Enterprise interest
(including Additional Amounts, if any) may be paid (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer to an account maintained by the
Person entitled thereto as specified in the Security Register. (Sections 301,
1001 and 1002 of each Indenture) Unless otherwise provided in the Prospectus
Supplement, payment of any installment of interest on Registered Securities
will be made to the Person in whose name such Registered Security is registered
at the close of business on the Regular Record Date for such interest. (Section
307 of each Indenture)
If Debt Securities of a series are issuable solely as Bearer Securities
or as both Registered Securities and Bearer Securities, unless otherwise
provided in the Prospectus Supplement, Enterprise will be required to maintain
an office or agency (i) outside the United States at which, subject to any
applicable laws and regulations, the principal of (and premium, if any) and
interest, if any, on such series will be payable and (ii) in The City of New
York for payments with respect to any Registered Securities of such series (and
for payments with respect to Bearer Securities of such series in the limited
circumstances described below, but not otherwise); provided that, if required
in connection with any listing of such Debt Securities on the Luxembourg Stock
Exchange or any other stock exchange located outside the United States,
Enterprise will maintain an office or agency for such Debt Securities in any
city located outside the United States required by such stock exchange.
(Section 1002 of each Indenture) The initial locations of such offices and
agencies will be specified in the Prospectus Supplement. Unless otherwise
provided in the Prospectus Supplement, principal of (and premium, if any) and
interest, if any, on Bearer Securities may be paid by wire transfer to an
account maintained by the Person entitled thereto with a bank located outside
the United States. (Sections 307 and 1002 of each Indenture) Unless otherwise
provided in the Prospectus Supplement, payment of installments of interest on
any Bearer Securities on or before Maturity will be made only against surrender
of coupons for such interest installments as they severally mature. (Section
1001 of each Indenture) Unless otherwise provided in the Prospectus Supplement,
no payment with respect to any Bearer Security will be made at any office or
agency of Enterprise in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located
in the United States. Notwithstanding the foregoing, payments of principal of
(and premium, if any) and interest, if any, on Bearer Securities payable in
U.S. dollars will be made at the office of Enterprise's Paying Agent in The
City of New York if (but only if) payment of the full amount thereof in U.S.
dollars at all offices or agencies outside the United States is illegal or
effectively precluded by exchange controls or other similar restrictions.
(Section 1002 of each Indenture)
Enterprise may from time to time designate additional offices or
agencies, approve a change in the location of any office or agency and, except
as provided above, rescind the designation of any office or agency.
Events of Default
The following will constitute Events of Default under each Indenture, or
of any coupon upon or any Additional Amounts payable in respect of any Debt
Security
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of that series or of any coupon appertaining thereto, (i) default in the
payment of the principal of (or premium, if any, on) any Debt Security of that
series when the same becomes due and payable, whether at its maturity, earlier
redemption or repayment or otherwise and continuance of such default for a
period of 30 days; (ii) default in the deposit of any sinking fund payment when
due by the terms of any Debt Security of that series; (iii) default in the
performance, or breach, of any covenant or agreement of Enterprise in the
applicable Indenture with respect to any Debt Security of that series,
continued for 60 days after written notice to Enterprise; (iv) certain events
in bankruptcy, insolvency or reorganization affecting Enterprise; and (v) any
other Event of Default provided with respect to Debt Securities of that series.
(Section 501 of each Indenture) Enterprise is required to file with the
applicable Trustee, annually, an officer's certificate as to Enterprise's
compliance with all conditions and covenants under the applicable Indenture.
(Section 1005 of each Indenture) Each Indenture provides that the applicable
Trustee may withhold notice to the holders of Debt Securities of a series of
any default (except payment defaults on such Debt Securities of that series) if
it considers it in the interest of the holders of Debt Securities of such
series to do so. (Section 601 of each Indenture)
If an Event of Default with respect to Debt Securities of a series has
occurred and is continuing, the applicable Trustee or the holders of not less
than 25% in principal amount of Outstanding Debt Securities of that series may
declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms thereof) of all of the Debt
Securities of that series due and payable immediately. (Section 502 of each
Indenture)
Subject to the provisions of the applicable Indenture relating to the
duties of the Trustee thereunder, in case an Event of Default with respect to
Debt Securities of a series has occurred and is continuing, such Trustee is
under no obligation to exercise any of its rights or powers under such
Indenture at the request, order or direction of the holders of Debt Securities
of that series, unless such holders have offered such Trustee reasonable
indemnity against the expenses and liabilities which might be incurred by it in
compliance with such request. (Section 507 of each Indenture and TIA Section
315) Subject to such provisions for the indemnification of the applicable
Trustee, the holders of a majority in principal amount of the Outstanding Debt
Securities of a series will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to such Trustee, or
exercising any trust or power conferred on such Trustee with respect to the
Debt Securities of that series. (Section 512 of each Indenture)
The holders of a majority in principal amount of the Outstanding Debt
Securities of a series may, on behalf of the holders of all Debt Securities of
such series and any related coupons, waive any past default under the
applicable Indenture with respect to such series and its consequences, except a
default (i) in the payment of the principal of (or premium, if any) or
interest, if any, on or Additional Amounts payable in respect of any Debt
Security of such series or any related coupons or (ii) in respect of a covenant
or provision that cannot be modified or amended without the consent of the
holder of each Outstanding Debt Security of such series affected thereby.
(Section 513 of each Indenture)
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Merger or Consolidation
Each Indenture provides that Enterprise may not consolidate with or
merge with or into any other corporation or convey or transfer its properties
and assets as an entirety or substantially as an entirety to any Person, unless
either Enterprise is the continuing corporation or such corporation or Person
assumes by supplemental indenture all the obligations of Enterprise under such
Indenture and the Indenture Securities issued thereunder and immediately after
the transaction no default shall exist. In addition, under the Indentures, no
such consolidation, merger or transfer may be made if as a result thereof any
property or assets of Enterprise would become subject to any mortgage, lien or
other encumbrance unless such Indenture Securities are secured equally and
ratably with or prior to the debt secured by such mortgage, lien or other
encumbrance. (Section 801 of each Indenture)
Modification or Waiver
Modification and amendment of an Indenture may be made by Enterprise and
the Trustee thereunder with the consent of the holders of a majority in
principal amount of all Outstanding Indenture Securities issued thereunder that
are affected by such modification or amendment; provided that no such
modification or amendment may, without the consent of the holder of each
Outstanding Indenture Security affected thereby, among other things: (i) change
the Stated Maturity of the principal of (or premium, if any, on) or any
installment of principal of or interest on any such Indenture Security; (ii)
reduce the principal amount of, or the rate or amount of interest in respect
of, or any premium payable upon the redemption of, any such Indenture Security;
(iii) change any obligation of Enterprise to pay Additional Amounts in respect
of any such Indenture Security; (iv) reduce the portion of the principal of an
Original Issue Discount Security or Indexed Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof or provable
in bankruptcy; (v) adversely affect any right of repayment at the option of the
holder of any such Indenture Security; (vi) change the place or Currency of
payment of principal of, or any premium or interest on, any such Indenture
Security; (vii) impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof or on or after any
Redemption Date or Repayment Date therefor; (viii) adversely affect any right
to convert or exchange any Indenture Security; (ix) reduce the percentage in
principal amount of such Outstanding Indenture Securities, the consent of whose
holders is required to amend or waive compliance with certain provisions of
such Indenture or to waive certain defaults thereunder; (x) reduce the
requirements for voting or quorum described below; or (xi) modify any of the
foregoing requirements or any of the provisions relating to waiving past
defaults or compliance with certain restrictive provisions, except to increase
the percentage of holders required to effect any such waiver or to provide that
certain other provisions of the Indenture cannot be modified or waived without
the consent of the holder of each Indenture Security affected thereby. (Section
902 of each Indenture)
In addition, under the Subordinated Indenture, no modification or
amendment thereof may, without the consent of the holder of each Outstanding
Subordinated Security affected thereby, modify any of the provisions of such
Indenture relating to the subordination of the Subordinated Securities in a
manner adverse to the holders
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thereof and no such modification or amendment may adversely affect the rights
of any holder of Senior Indebtedness under Article Sixteen of the Subordinated
Indenture (described under the caption " -- Subordinated Indenture Provisions
- -- Subordination") without the consent of such holder of Senior Indebtedness.
(Sections 902 and 907 of the Subordinated Indenture)
The holders of a majority in aggregate principal amount of Outstanding
Indenture Securities have the right to waive compliance by Enterprise with
certain covenants in the applicable Indenture. (Section 1006 of each Indenture)
Modification and amendment of an Indenture may be made by Enterprise and
the applicable Trustee thereunder, without the consent of any holder, for any
of the following purposes: (i) to evidence the succession of another Person to
Enterprise as obligor under such Indenture; (ii) to add to the covenants of
Enterprise for the benefit of the holders of all or any series of Indenture
Securities issued under such Indenture and any related coupons or to surrender
any right or power conferred upon Enterprise by such Indenture; (iii) to add
Events of Default for the benefit of the holders of all or any series of
Indenture Securities; (iv) to add to or change any provisions of such Indenture
to facilitate the issuance of, or to liberalize the terms of, Bearer
Securities, or to permit or facilitate the issuance of Indenture Securities in
uncertificated form, provided that any such actions do not adversely affect the
holders of such Indenture Securities or any related coupons; (v) to change or
eliminate any provisions of such Indenture, provided that any such change or
elimination will become effective only when there are no such Indenture
Securities Outstanding of any series created prior thereto which are entitled
to the benefit of such provisions; (vi) to secure the Indenture Securities
under the applicable Indenture pursuant to the requirements of Section 801 of
such Indenture, or otherwise; (vii) to establish the form or terms of such
Indenture Securities of any series and any related coupons; (viii) to provide
for the acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under such Indenture by more than one Trustee;
(ix) to cure any ambiguity, defect or inconsistency in such Indenture, provided
such action does not adversely affect the interests of holders of Indenture
Securities of a series issued thereunder or any related coupons in any material
respect; or (x) to supplement any of the provisions of such Indenture to the
extent necessary to permit or facilitate defeasance and discharge of any series
of Indenture Securities thereunder, provided that such action shall not
adversely affect the interests of the holders of any such Indenture Securities
and any related coupons in any material respect. (Section 901 of each
Indenture)
In determining whether the holders of the requisite principal amount of
Outstanding Indenture Securities have given any request, demand, authorization,
direction, notice, consent or waiver under the applicable Indenture or whether
a quorum is present at a meeting of holders of Indenture Securities thereunder,
(i) the principal amount of an Original Issue Discount Security that will be
deemed to be outstanding will be the amount of the principal thereof that would
be due and payable as of the date of such determination upon acceleration of
the Maturity thereof, (ii) the principal amount of an Indexed Security that may
be counted in making such determination or calculation and that will be deemed
outstanding for such purpose will be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect
to such Indexed Security pursuant to Section 301 of such Indenture and (iii)
Indenture Securities owned by Enterprise or any other
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obligor upon the Indenture Securities or any Affiliate of Enterprise or of such
other obligor shall be disregarded. (Section 101 of each Indenture)
Each Indenture contains provisions for convening meetings of the holders
of Indenture Securities of a series if Indenture Securities of that series are
issuable as Bearer Securities. (Section 1501 of each Indenture) A meeting may
be called at any time by the applicable Trustee, and also, upon request, by
Enterprise or the holders of at least 10% in principal amount of the
Outstanding Indenture Securities of that series, in any such case upon notice
given as provided in the applicable Indenture. (Section 1502 of each Indenture)
Except for any consent that must be given by the holder of each Indenture
Security affected thereby, as described above, any resolution presented at a
meeting (or an adjourned meeting duly reconvened) at which a quorum is present
may be adopted by the affirmative vote of the holders of a majority in
principal amount of the Outstanding Indenture Securities of that series;
provided, however, that any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action that may be
made, given or taken by the holders of a specified percentage which is less
than a majority in principal amount of the Outstanding Indenture Securities of
a series may be adopted at a meeting (or an adjourned meeting duly reconvened)
at which a quorum is present by the affirmative vote of the holders of such
specified percentage in principal amount of the Outstanding Indenture
Securities of that series. Any resolution passed or decision taken at any
meeting of holders of Indenture Securities of a series duly held in accordance
with the applicable Indenture will be binding on all holders of Indenture
Securities of that series and any related coupons. The quorum at any meeting
called to adopt a resolution will be persons holding or representing a majority
in principal amount of the Outstanding Indenture Securities of a series;
provided, however, that, if any action is to be taken at such meeting with
respect to a consent or waiver which may be given by the holders of not less
than a specified percentage in principal amount of the Outstanding Indenture
Securities of a series, the persons holding or representing such specified
percentage in principal amount of the Outstanding Indenture Securities of that
series will constitute a quorum. (Section 1504 of each Indenture)
Notwithstanding the foregoing provisions, if any action is to be taken
at a meeting of holders of Indenture Securities of a series with respect to any
request, demand, authorization, direction, notice, consent, waiver or other
action that the applicable Indenture expressly provides may be made, given or
taken by the holders of a specified percentage in principal amount of all
Outstanding Indenture Securities affected thereby or of the holders of such
series and one or more additional series: (i) there shall be no minimum quorum
requirement for such meeting and (ii) the principal amount of the Outstanding
Indenture Securities of such series that vote in favor of such request, demand,
authorization, direction, notice, consent, waiver or other action will be taken
into account in determining whether such request, demand, authorization,
direction, notice, consent, waiver or other action has been made, given or
taken under such Indenture. (Section 1504 of each Indenture)
Satisfaction and Discharge, Defeasance and Covenant Defeasance
Enterprise may discharge certain obligations to holders of Debt
Securities of a series that have not already been delivered to the applicable
Trustee for cancellation
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and that either have become due and payable or are by their terms due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the applicable Trustee, in trust, funds in an
amount sufficient to pay the entire indebtedness on such Debt Securities for
principal (and premium, if any) and interest, if any, and any Additional
Amounts with respect thereto, to the date of such deposit (if such Debt
Securities have become due and payable) or to the Stated Maturity or Redemption
Date, as the case may be. (Section 401 of each Indenture)
Each Indenture provides that, if the provisions of Article Fourteen are
made applicable to the Debt Securities of or within any series and any related
coupons pursuant to Section 301 thereunder, Enterprise may elect either (a) to
defease and be discharged from any and all obligations with respect to such
Debt Securities and any related coupons (except for the obligations to pay
Additional Amounts, if any, upon the occurrence of certain events of tax,
assessment or governmental charge with respect to payments on such Debt
Securities and the obligations to register the transfer or exchange of such
Debt Securities and any related coupons, to replace temporary or mutilated,
destroyed, lost or stolen Debt Securities and any related coupons, to maintain
an office or agency in respect of such Debt Securities and any related coupons,
and to hold moneys for payment in trust) ("defeasance") (Section 1402 of each
Indenture) or (b) to be released from its obligations under any covenant
specified pursuant to Section 301 with respect to such Debt Securities and any
related coupons, and any omission to comply with such obligations shall not
constitute a default or an Event of Default with respect to such Debt
Securities and any related coupons ("covenant defeasance") (Section 1403), in
either case upon the irrevocable deposit by Enterprise with the applicable
Trustee (or other qualifying trustee), in trust, of (i) an amount in U.S.
dollars, (ii) Government Obligations (as defined below) applicable to such Debt
Securities and coupons that through the payment of principal and interest in
accordance with their terms will provide money in an amount, or (iii) a
combination thereof in an amount, sufficient to pay the principal of (and
premium, if any) and interest, if any, on such Debt Securities and any related
coupons, and any mandatory sinking fund or analogous payments thereon, on the
scheduled due dates therefor.
Such a trust may only be established if, among other things, Enterprise
has delivered to the applicable Trustee an Opinion of Counsel (as specified in
the applicable Indenture) to the effect that the holders of such Debt
Securities and any related coupons will not recognize income, gain or loss for
United States Federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to United States Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred, and such
Opinion of Counsel, in the case of defeasance under clause (a) above, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable United States Federal income tax law occurring after the date of
the Indenture. (Section 1404 of each Indenture)
"Government Obligations" means securities which are (i) direct
obligations of the United States or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which are not callable or redeemable at the
option of the issuer thereof. "Government Obligations" also include a
depository receipt issued by a bank or trust company as
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custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
the amount received by the custodian in respect of the Government Obligation or
the specific payment of interest on or principal of the Government Obligation
evidenced by such depository receipt. (Section 101 of each Indenture)
In the event Enterprise effects covenant defeasance with respect to any
Debt Securities and any related coupons and such Debt Securities and coupons
are declared due and payable because of the occurrence of any Event of Default
other than the Event of Default described in clause (4) or (7) under "Events of
Default" (Section 501 of each Indenture) with respect to any covenant to which
there has been defeasance, the amount of Government Obligations and funds on
deposit with the applicable Trustee will be sufficient to pay amounts due on
such Debt Securities and coupons at the time of their Stated Maturity but may
not be sufficient to pay amounts due on such Debt Securities and coupons at the
time of the acceleration resulting from such Event of Default. In such case,
Enterprise would remain liable to make payment of such amounts due at the time
of acceleration. (Section 501 of each Indenture)
If the applicable Trustee or any Paying Agent is unable to apply any
money in accordance with the applicable Indenture by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then Enterprise's obligations under
such Indenture and such Debt Securities and any related coupons shall be
revived and reinstated as though no deposit had occurred pursuant to such
Indenture, until such time as such Trustee or Paying Agent is permitted to
apply all such money in accordance with such Indenture; provided, however, that
if Enterprise makes any payment of principal of (or premium, if any) or
interest, if any, on any such Debt Security or any related coupon following the
reinstatement of its obligations, Enterprise shall be subrogated to the rights
of the holders of such Debt Securities and any related coupons to receive such
payment from the money held by such Trustee or Paying Agent.
The Prospectus Supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance, including any modifications
to the provisions described above, with respect to the Debt Securities of or
within a particular series and any related coupons.
Book-Entry Debt Securities
Debt Securities of a series may be issued in whole or in part in global
form that will be deposited with, or on behalf of, a depository identified in
the Prospectus Supplement. Global securities may be issued in either registered
or bearer form and in either temporary or permanent form (each a "Global
Security"). Unless otherwise provided in the Prospectus Supplement, Debt
Securities that are represented by a Global Security will be issued in
denominations of $1,000 and any integral multiple thereof, and will be issued
in registered form only, without coupons. Payments of principal of (and
premium, if any) and interest, if any, on Debt Securities represented
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by a Global Security will be made by Enterprise to the applicable Trustee, and
then by such Trustee to the depository.
Enterprise anticipates that any Global Securities will be deposited
with, or on behalf of, The Depository Trust Company ("DTC"), New York, New
York, that such Global Securities will be registered in the name of DTC's
nominee, and that the following provisions will apply to the depository
arrangements with respect to any such Global Securities. Additional or
differing terms of the depository arrangements will be described in the
Prospectus Supplement.
So long as DTC or its nominee is the registered owner of a Global
Security, DTC or its nominee, as the case may be, will be considered the sole
holder of the Debt Securities represented by such Global Security for all
purposes under the applicable Indenture. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have Debt
Securities represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities in
certificated form and will not be considered the owners or holders thereof
under the applicable Indenture. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
certificated form; such laws may limit the transferability of beneficial
interests in a Global Security.
If (i) DTC is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by Enterprise within 90
days following notice to Enterprise; (ii) Enterprise determines, in its sole
discretion, not to have any Debt Securities represented by one or more Global
Securities, or (iii) an Event of Default under the applicable Indenture has
occurred and is continuing, then Enterprise will issue individual Debt
Securities in certificated form in exchange for the relevant Global Securities.
In any such instance, an owner of a beneficial interest in a Global Security
will be entitled to physical delivery of individual Debt Securities in
certificated form of like tenor and rank, equal in principal amount to such
beneficial interest and to have such Debt Securities in certificated form
registered in its name. Unless otherwise provided in the Prospectus Supplement,
Debt Securities so issued in certificated form will be issued in denominations
of $1,000 or any integral multiple thereof and will be issued in registered
form only, without coupons.
The following is based on information furnished by DTC and Enterprise
assumes no responsibility for its content:
DTC will act as securities depository for the Debt Securities. The Debt
Securities will be issued as fully registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully registered Debt Security
certificate is issued with respect to a maximum of $200 million of principal
amount of the Debt Securities of a series, and an additional certificate is
issued with respect to any remaining principal amount of such series.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of
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1934. DTC holds securities that its participants ("Participants") deposit with
DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations ("Direct Participants").
DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc. Access to the DTC system is also available to
others such as securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules applicable
to DTC and its Participants are on file with the SEC.
Purchases of Debt Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Debt
Securities on DTC's records. The ownership interest of each actual purchaser of
each Debt Security ("Beneficial Owner") is in turn recorded on the Direct and
Indirect Participants' records. A Beneficial Owner does not receive written
confirmation from DTC of its purchase, but such Beneficial Owner is expected to
receive a written confirmation providing details of the transaction, as well as
periodic statements of its holdings, from the Direct or Indirect Participant
through which such Beneficial Owner entered into the transaction. Transfers of
ownership interests in Debt Securities are accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
do not receive certificates representing their ownership interests in Debt
Securities, except in the event that use of the book-entry system for the Debt
Securities is discontinued.
To facilitate subsequent transfers, the Debt Securities are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of the Debt
Securities with DTC and their registration in the name of Cede & Co. effects no
change in beneficial ownership. DTC has no knowledge of the actual Beneficial
Owners of the Debt Securities; DTC records reflect only the identity of the
Direct Participants to whose accounts Debt Securities are credited, which may
or may not be the Beneficial Owners. The Participants remain responsible for
keeping account of their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners are governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all of the
Debt Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of interest of each Direct Participant in such
issue to be redeemed.
Neither DTC nor Cede & Co. consents or votes with respect to the Debt
Securities. Under its usual procedures, DTC mails a proxy (an "Omnibus Proxy")
to the issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants
to whose accounts the
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Debt Securities are credited on the record date (identified on a list attached
to the Omnibus Proxy).
Payments of principal of (and premium, if any) and interest on the Debt
Securities will be made to DTC. DTC's practice is to credit Direct
Participants' accounts on the payable date in accordance with their respective
holdings as shown on DTC's records unless DTC has reason to believe that it
will not receive payment on the payable date. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the responsibility of
such Participant and not of DTC, the Paying Agent or Enterprise, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal (and premium, if any) and interest to DTC will be the
responsibility of Enterprise or the Paying Agent, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.
DTC may discontinue providing its services as securities depository with
respect to the Debt Securities at any time by giving reasonable notice to
Enterprise or the applicable Paying Agent. Under such circumstances, in the
event that a successor securities depository is not appointed, Debt Security
certificates are required to be printed and delivered.
Enterprise may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Debt Security certificates will be printed and delivered.
The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources (including DTC) that Enterprise believes
to be reliable, but Enterprise takes no responsibility for the accuracy
thereof.
Unless stated otherwise in the Prospectus Supplement, the underwriters
or agents with respect to a series of Debt Securities issued as Global
Securities will be Direct Participants in DTC.
None of Enterprise, any underwriter or agent, the applicable Trustee or
any applicable Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
interests in a Global Security, or for maintaining, supervising or reviewing
any records relating to such beneficial interests.
Resignation of Trustee
The Trustee may resign or be removed with respect to one or more series
of Indenture Securities and a successor Trustee may be appointed to act with
respect to such series. (Section 608 of each Indenture) In the event that two
or more persons are acting as Trustee with respect to different series of
Indenture Securities under one of the Indentures, each such Trustee shall be a
Trustee of a trust thereunder separate and apart from the trust administered by
any other such Trustee (Section 609 of each
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Indenture), and any action described herein to be taken by the "Trustee" may
then be taken by each such Trustee with respect to, and only with respect to,
the one or more series of Indenture Securities for which it is Trustee.
Subordinated Indenture Provisions
Subordination
Upon any distribution of assets of Enterprise upon any dissolution,
winding up, liquidation or reorganization, the payment of the principal of (and
premium, if any) and interest, if any, on Subordinated Securities is to be
subordinated to the extent provided in the Subordinated Indenture in right of
payment to the prior payment in full of all Senior Indebtedness (Sections 1601
and 1602 of the Subordinated Indenture), but the obligation of Enterprise to
make payment of the principal (and premium, if any) and interest, if any, on
the Subordinated Securities will not otherwise be affected. (Section 1604 of
the Subordinated Indenture) In addition, no payment on account of principal (or
premium, if any), sinking funds or interest, if any, may be made on the
Subordinated Securities at any time unless full payment of all amounts due in
respect of the principal (and premium, if any), sinking fund and interest on
Senior Indebtedness has been made or duly provided for in money or money's
worth. (Section 1603 of the Subordinated Indenture)
In the event that, notwithstanding the foregoing, any such payment by
Enterprise is received by the Subordinated Trustee or the holders of any of the
Subordinated Securities before all Senior Indebtedness is paid in full, such
payment or distribution shall be paid over to the holders of such Senior
Indebtedness or on their behalf for application to the payment of all such
Senior Indebtedness remaining unpaid until all such Senior Indebtedness has
been paid in full, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness. Subject to the payment
in full of all Senior Indebtedness upon such distribution of Enterprise, the
holders of the Subordinated Securities will be subrogated to the rights of the
holders of the Senior Indebtedness to the extent of payments made to the
holders of such Senior Indebtedness out of the distributive share of the
Subordinated Securities. (Section 1602 of the Subordinated Indenture) By reason
of such subordination, in the event of a distribution of assets upon
insolvency, certain general creditors of Enterprise may recover more, ratably,
than holders of the Subordinated Securities. The Subordinated Indenture
provides that the subordination provisions thereof will not apply to money and
securities held in trust pursuant to the defeasance provisions of the
Subordinated Indenture. (Section 1402 of the Subordinated Indenture)
"Senior Indebtedness" is defined in the Subordinated Indenture as (a)
the principal of and premium, if any, and unpaid interest on (i) indebtedness
of Enterprise (including indebtedness of others guaranteed by Enterprise),
whether outstanding on the date of the Subordinated Indenture or thereafter
created, incurred, assumed or guaranteed, for money borrowed (other than the
Indenture Securities issued under the Subordinated Indenture and securities
issued under the Indenture dated as of January 1, 1998, including the 7.44%
Deferrable Interest Subordinated Debentures, Series A, the Floating Rate
Deferrable Interest Subordinated Debentures, Series B, and the 7 1/4%
Deferrable Interest Subordinated Debentures, Series C of Enterprise), unless in
the
20
<PAGE>
instrument creating or evidencing the same or pursuant to which the same is
outstanding it is provided that such indebtedness is not senior or prior in
right of payment to the Subordinated Securities, and (ii) renewals, extensions,
modifications and refundings of any such indebtedness. (Section 101 of the
Subordinated Indenture)
The Debt Securities are senior and prior in right of payment to the
7.44% Deferrable Interest Subordinated Debentures, Series A, the Floating Rate
Deferrable Interest Subordinated Debentures, Series B, and the 7 1/4%
Deferrable Interest Subordinated Debentures, Series C of Enterprise and any
guarantees issued in connection therewith.
If this Prospectus is being delivered in connection with a series of
Subordinated Securities, the accompanying Prospectus Supplement or the
information incorporated by reference will set forth the approximate amount of
Senior Indebtedness outstanding as of a recent date.
The Trustee under the Indentures
Enterprise maintains ordinary banking relationships with First Union
National Bank, including credit facilities and lines of credit. First Union
National Bank also serves as trustee under other indentures under which
Enterprise or its subsidiaries is the obligor.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Plan of Distribution
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Enterprise may sell the Debt Securities to or through underwriters,
dealers, or agents or directly to one or more other purchasers.
The Prospectus Supplement sets forth the terms of the offering of the
particular series or issue of Debt Securities to which such Prospectus
Supplement relates, including, as applicable, (i) the name or names of any
underwriters or agents with whom Enterprise has entered into arrangements with
respect to the sale of such Debt Securities, (ii) the initial public offering
or purchase price of such Debt Securities, (iii) any underwriting discounts,
commissions and other items constituting underwriters' compensation from
Enterprise and any other discounts, concessions or commissions allowed or
reallowed or paid by any underwriters to other dealers, (iv) any commissions
paid to any agents, (v) the net proceeds to Enterprise and (vi) the securities
exchanges, if any, on which such Debt Securities will be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series or issue of Debt Securities, the obligations of the
underwriters to purchase such Debt Securities will be subject to certain
conditions precedent and each of the underwriters with respect to such Debt
Securities will be obligated to purchase all of the Debt Securities of such
series or issue allocated to it if any such Debt Securities
21
<PAGE>
are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
The Debt Securities may be offered and sold by Enterprise directly or
through agents designated by Enterprise from time to time. Any agent involved
in the offer or sale of the Debt Securities in respect of which this Prospectus
is delivered will be named in, and any commissions payable by Enterprise to
such agent will be set forth in, the applicable Prospectus Supplement. Unless
otherwise indicated in the applicable Prospectus Supplement, each such agent
will be acting on a best efforts basis for the period of its appointment.
Any underwriters, dealers or agents participating in the distribution of
the Debt Securities may be deemed to be underwriters, and any discounts or
commissions received by them on the sale or resale of Debt Securities may be
deemed to be underwriting discounts and commissions, under the Securities Act
of 1933, as amended (the "Securities Act"). Underwriters, dealers and agents
may be entitled, under agreements entered into with Enterprise, to
indemnification by Enterprise against certain civil liabilities, including
liabilities under the Securities Act.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Legal Opinions
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The validity of the Debt Securities will be passed upon for Enterprise
by James T. Foran, Esquire, Associate General Counsel or R. Edwin Selover,
Esquire, Vice President and General Counsel, and for any underwriters, dealers
or agents by Brown & Wood LLP, One World Trade Center, New York, New York 10048
who may rely on the opinion of Mr. Foran or Mr. Selover, as the case may be, as
to matters of New Jersey law. Messrs. Foran and Selover are also employees of
PSE&G.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Experts
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The consolidated financial statements and the related financial
statement schedules of Enterprise incorporated in this Prospectus by reference
from Enterprise's Annual Report on Form 10-K for the year ended December 31,
1997 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
22
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimates,
except the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee ............... $ 44,250
Printing and engraving ............. 50,000
Legal fees and expenses ............ 25,000
Fees of accountants ................ 15,000
Fees of trustees ................... 5,000
Blue sky fees and expenses ......... 5,000
NYSE listing fee ................... 22,125
Rating agency fees ................. 78,750
Miscellaneous ...................... 29,875
--------
Total ............................ $275,000
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Under Section 14A:3-5 of the New Jersey Business Corporation Act,
Enterprise
(1) has power to indemnify each director and officer of Enterprise (as
well as its employees and agents) against expenses and liabilities in
connection with any proceeding involving him by reason of his being or
having been such director or officer, other than a proceeding by or in the
right of Enterprise, if (a) such director or officer acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of Enterprise, and (b) with respect to any criminal proceeding,
such director or officer had no reasonable cause to believe his conduct was
unlawful;
(2) has power to indemnify each director and officer of Enterprise
against expenses in connection with any proceeding by or in the right of
Enterprise to procure a judgment in its favor which involves such director
or officer by reason of his being or having been such director or officer,
if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of Enterprise; however, in such
proceeding no indemnification may be provided in respect to any claim,
issue or matter as to which such director or officer shall have been
adjudged to be liable to Enterprise, unless and only to the extent that the
court determines that the director or officer is fairly reasonably entitled
to indemnity for such expenses as the court shall deem proper;
(3) must indemnify each director and officer against expenses to the
extent that he has been successful on the merits or otherwise in any
proceeding referred to in (1) and (2) above or in defense of any claim,
issue or matter therein; and
(4) has power to purchase and maintain insurance on behalf of a director
or officer against any expenses incurred in any proceeding and any
liabilities asserted against him by reason of his being or having been a
director or officer, whether or not Enterprise would have the power to
indemnify him against such expenses and liabilities under the statute.
As used in the statute, "expenses" means reasonable costs, disbursements
and counsel fees, "liabilities" means amounts paid or incurred in satisfaction
of settlements, judgments, fines and penalties, and "proceeding" means any
pending, threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit or proceeding.
Indemnification may be awarded by a court under (1) or (2) as well as
under (3) above, notwithstanding a prior determination by Enterprise that the
director or officer has not met the applicable standard of conduct.
Indemnification under the statute does not exclude any other rights to
which a director or officer may be entitled under a certificate of
incorporation, by-law, or otherwise.
II-1
<PAGE>
Article 8, Section 1 of Enterprise's Certificate of Amendment of
Certificate of Incorporation provides as follows:
1. Indemnification:
The corporation shall indemnify to the full extent from time to time
permitted by law any person made, or threatened to be made, a party to any
pending, threatened or completed civil, criminal, administrative or
arbitrative action, suit, or proceeding and any appeal therein (and any
inquiry or investigation which could lead to such action, suit or
proceeding) by reason of the fact that he is or was a director, officer or
employee of the corporation or serves or served any other enterprise as a
director, officer or employee at the request of the corporation. Such right
of indemnification shall inure to the benefit of the legal representative
of any such person.
Article 8, Section 2 of Enterprise's Certificate of Amendment of
Certificate of Incorporation provides as follows:
2. Limitation of Liability:
To the full extent from time to time permitted by law, directors and
officers of the corporation shall not be personally liable to the
corporation or its shareholders for damages for breach of any duty owed to
the corporation or its shareholders. No amendment or repeal of this
provision shall adversely affect any right or protection of a director or
officer of the corporation existing at the time of such amendment or
repeal.
Each form of Underwriting Agreement between Enterprise and the
Underwriters contains a provision under which each Underwriter agrees to
indemnify the directors of Enterprise and each of its officers who signed the
registration statement against certain liabilities which might arise under the
Securities Act of 1933 (the "1933 Act") from information furnished to
Enterprise in writing by or on behalf of such Underwriter.
The directors and officers of Enterprise are insured under policies of
insurance, within the limits and subject to the limitations of the policies,
against claims made against them for acts in the discharge of their duties, and
Enterprise is insured to the extent that it is required or permitted by law to
indemnify the directors and officers for such loss. The premiums for such
insurance are paid by Enterprise.
Item 16. List of Exhibits.
<TABLE>
<CAPTION>
Exhibit
- --------
<S> <C>
1 Form of Underwriting Agreement for Debt Securities.*
4-1 Form of Senior Indenture for Public Service Enterprise Group Incorporated (Exhibit 4-6).*
4-2 Form of Subordinated Indenture for Public Service Enterprise Group Incorporated (Exhibit 4-7).*
4-3 Form of Senior Debt Security.**
4-4 Form of Subordinated Debt Security.**
5 Opinion of James T. Foran, Esquire relating to the validity of the Debt Securities, including consent.
12 Computations of Ratios of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to
Enterprise's Annual Report on Form 10-K for the year ended December 31, 1997).
23-1 Consent of Independent Auditors.
23-2 Consent of James T. Foran, Esquire (included in Exhibit 5).
24 Power of Attorney.
25-1 Statement of Eligibility under the Trust Indenture Act of 1939 of First Union National Bank, as Indenture
Trustee under the Senior Indenture for Public Service Enterprise Group Incorporated.
25-2 Statement of Eligibility under the Trust Indenture Act of 1939 of First Union National Bank, as Indenture
Trustee under the Subordinated Indenture for Public Service Enterprise Group Incorporated.
</TABLE>
- ---------
* Previously filed as the indicated exhibit to registration statement on Form
S-3 (No. 333-52847) and incorporated herein by reference.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
II-2
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes (a):
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1) (i) and (a)(1) (ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
thereby, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
(d) The registrant hereby undertakes that:
(1) For purposes of determining any liability under the 1933 Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the 1933 Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the 1933 Act, each
post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-3
<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 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 2nd day of October, 1998.
PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED
By: /s/ E. JAMES FERLAND
------------------------------------
E. James Ferland
Chairman of the Board and
President
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- ------------------------------------ ------------------------------------------ ----------------
<S> <C> <C>
/s/ E. JAMES FERLAND Principal Executive Officer and Director October 2, 1998
----------------------------------
E. James Ferland
/s/ ROBERT C. MURRAY Principal Financial Officer October 2, 1998
----------------------------------
Robert C. Murray
/s/ PATRICIA A. RADO Principal Accounting Officer October 2, 1998
----------------------------------
Patricia A. Rado
</TABLE>
This Registration Statement has also been signed by Robert C. Murray,
Attorney-in-Fact, on behalf of the following Directors on October 2, 1998.
<TABLE>
<S> <C>
Lawrence R. Codey Irwin Lerner
Ernest H. Drew Marilyn M. Pfaltz
T.J. Dermot Dunphy Forrest J. Remick
Raymond V. Gilmartin Richard J. Swift
Conrad K. Harper Josh S. Weston
By: /s/ ROBERT C. MURRAY
-----------------------
ROBERT C. MURRAY
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- --------
<S> <C>
1 Form of Underwriting Agreement for Debt Securities.*
4-1 Form of Senior Indenture for Public Service Enterprise Group Incorporated (Exhibit 4-6).*
4-2 Form of Subordinated Indenture for Public Service Enterprise Group Incorporated (Exhibit 4-7).*
4-3 Form of Senior Debt Security.**
4-4 Form of Subordinated Debt Security.**
5 Opinion of James T. Foran, Esquire relating to the validity of the Debt Securities, including consent.
12 Computations of Ratios of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to
Enterprise's Annual Report on Form 10-K for the year ended December 31, 1997).
23-1 Consent of Independent Auditors.
23-2 Consent of James T. Foran, Esquire (included in Exhibit 5).
24 Power of Attorney.
25-1 Statement of Eligibility under the Trust Indenture Act of 1939 of First Union National Bank, as
Indenture Trustee under the Senior Indenture for Public Service Enterprise Group Incorporated.
25-2 Statement of Eligibility under the Trust Indenture Act of 1939 of First Union National Bank, as
Indenture Trustee under the Subordinated Indenture for Public Service Enterprise Group Incorporated.
</TABLE>
- ---------
* Previously filed as the indicated exhibit to Registration Statement on Form
S-3 (No. 333-52847) and incorporated herein by reference.
** To be filed as an exhibit to a Current Report on Form 8-K and incorporated
herein by reference.
(PSEG logo)
Exhibit 5
James T. Foran
Associate General Counsel
October 2, 1998
Public Service Enterprise Group Incorporated
80 Park Plaza
P.O. Box 1171
Newark, NJ 07101
Re: $350,000,000 aggregate principal amount of Senior Debt Securities
and/or Subordinated Debt Securities (the "Debt Securities") to be
issued in one or more series by Public Service Enterprise Group
Incorporated (the "Company").
Ladies and Gentlemen:
I am Associate General Counsel of the Company and, in that capacity, I
have represented the Company in connection with the proposed issuance, from time
to time, in one or more series, by the Company of $350,000,000 aggregate
principal amount of the Debt Securities. The Debt Securities will be issued
under certain indentures (each, as supplemented from time to time, an
"Indenture") between the Company and First Union National Bank as Trustee. All
capitalized terms used herein unless defined herein shall have the meanings
specified in the Registration Statement hereinafter described.
I and/or attorneys working under my supervision have conducted such
investigations of laws and regulations as I have deemed necessary or appropriate
for the Purpose of rendering the opinions hereinafter expressed.
The opinions expressed below are based on the following assumptions:
(a) The combined Registration Statement on Form S-3 and Post-Effective
Amendment No. 1 to Registration Statement No. 333-52847 (the "Registration
Statement") filed; by the Company with respect to the Debt Securities will
become effective.
(b) The proposed transactions contemplated by the Registration Statement
will be carried out on the basis set forth therein and in conformity with the
authorizations, approvals, consents or exemptions under the securities laws of
various states and other jurisdictions of the United States;
<PAGE>
2
(c) Prior to the issuance of any series of Debt Securities, an Indenture
relating thereto will have been executed and delivered by the Company, and the
Board of Directors of the Company, a committee thereof or the Sale and Pricing
Committee of the Company ("Committee"), pursuant to delegated authority from
such Board, will have authorized the issuance of, and established the terms of
such series of Debt Securities.
(d) Each Indenture will have been qualified in accordance with the
provisions of the Trust Indenture Act of 1939, as amended.
Based upon the foregoing and subject to the limitations herein, I am of
the opinion that:
1. The Company is a corporation duly organized and validly existing and
authorized to exercise its corporate powers, rights and privileges under the
laws of the State of New Jersey.
2. When properly executed, authenticated and delivered as provided in the
respective Indenture, the Debt Securities will be legally issued, valid and
binding obligations of the Company.
I express no opinions as to matters of law in jurisdictions other than the
State of New Jersey. My opinions are rendered only with respect to the laws of
the State of New Jersey, which are currently in effect.
This opinion does not cover the necessity of filings under the provisions
of securities laws of any state in which the Debt Securities may be sold.
The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or other similar laws relating
to or affecting the enforcement of creditors' rights generally, (ii) general
equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (iii) provisions of law that require that a
judgment for money damages rendered by a court in the United States be expressed
only in United States dollars.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to the references to me under the heading "Legal
Opinions" in the Prospectus contained therein.
Very truly yours,
/s/ James T. Foran
James T. Foran
General Corporate Counsel
Exhibit 23-1
INDEPENDENT AUDITOR'S 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 13, 1998 appearing in the 1997 Annual Report on Form 10-K of Public
Service Enterprise Group Incorporated and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
October 1, 1998
POWER OF ATTORNEY
Each Director of Public Service Enterprise Group Incorporated whose
signature appears below hereby appoints Robert C. Murray, the agent for service
named in this Registration Statement, and James T. Foran, Esq. each as
attorney-in-fact, to execute in the name of each such person and to file with
the Securities and Exchange Commission this Registration Statement and any and
all additional amendments, including post-effective amendments to this
Registration Statement.
Signature Title Date
- --------- ----- ----
/s/ Lawrence R. Codey
- ---------------------------
Lawrence R. Codey Director September 15, 1998
/s/ Ernest H. Drew
- ---------------------------
Ernest H. Drew Director September 15, 1998
/s/ T.J. Dermot Dunphy
- ---------------------------
T.J. Dermot Dunphy Director September 15, 1998
/s/ E. James Ferland
- ---------------------------
E. James Ferland Director September 15, 1998
/s/ Raymond V. Gilmartin
- ---------------------------
Raymond V. Gilmartin Director September 15, 1998
/s/ Conrad K. Harper
- ---------------------------
Conrad K. Harper Director September 15, 1998
/s/ Irwin Lerner
- ---------------------------
Irwin Lerner Director September 15, 1998
/s/ Marilyn M. Pfaltz
- ---------------------------
Marilyn M. Pfaltz Director September 15, 1998
/s/ Forrest J. Remick, Jr.
- ---------------------------
Forrest J. Remick, Jr. Director September 15, 1998
/s/ Richard J. Swift
- ---------------------------
Richard J. Swift Director September 15, 1998
/s/ Josh S. Weston
- ---------------------------
Josh S. Weston Director September 15, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS A TRUSTEE
----------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
----------
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(Jurisdiction of Incorporation or I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)
301 South College Street, Charlotte, North Carolina 28288-0630
(Address of Principal Executive Offices) (Zip Code)
----------
(Name, address and telephone number of agent for service)
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(NAME OF OBLIGOR)
New Jersey 22-2625848
(STATE OF INCORPORATION) (I.R.S. Employer
Identification No.)
80 Park Plaza, Newark, New Jersey 07101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
----------
SENIOR DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which
it is subject:
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System,
Richmond, VA 23219
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities of the
trustee:
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B
- --------------------------------------------------------------------------------
Title of Class Amount Outstanding
- --------------------------------------------------------------------------------
Item 4. Trusteeships under Other Indentures:
If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other indenture.
Not Applicable
(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1)
of the Act arises as a result of the trusteeship under any such other
indenture, including a statement as to how the indenture securities
will rank as compared with the securities issued under such other
indenture.
Not Applicable.
Item 5. Interlocking Directorates and Similar Relationships with the Obligor
or Underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection.
Not Applicable
<PAGE>
Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Furnish the following information as to the voting securities at the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D.
- --------------------------------------------------------------------------------
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
- --------------------------------------------------------------------------------
Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
- --------------------------------------------------------------------------------
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
- --------------------------------------------------------------------------------
Not Applicable
Item 8. Securities of the Obligor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for the obligations in default by
the trustee.
As of September 15, 1998
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col D.
- ------------------------------------------------------------------------------------
<S><C>
Whether the Amount owned beneficially Percentage of class
securities are or held as collateral represented by
voting or Security for obligations amount given in
nonvoting in default by Trustee Col. C.
Title of Class Securities
- ------------------------------------------------------------------------------------
</TABLE>
Not Applicable
Item 9. Securities of the Underwriters Owned or Held by the Trustee.
It the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee.
As of September 15, 1998
<TABLE>
<CAPTION>
Col. A Col. B Col. C Col. D
- ------------------------------------------------------------------------------------
<S><C>
Amount owned beneficially Percentage of class
Name of or held collateral represented by
issuer and Amount security for obligations amount given in
title of class outstanding in default by Trustee Col. C
- ------------------------------------------------------------------------------------
</TABLE>
Not Applicable.
2
<PAGE>
Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
As of September 15, 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
<S><C>
Col. A Col. B Col. C Col. D
- ------------------------------------------------------------------------------------
Amount owned beneficially Percentage of class
or held as collateral represented by
Name of security for obligations in amount given in
issuer and Amount default by Trustee Col. C
title of class outstanding
- ------------------------------------------------------------------------------------
</TABLE>
Not Applicable.
Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obilgor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor.
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee.
As of September 15, 1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
<S><C>
- ------------------------------------------------------------------------------------
Amount owned beneficially Percentage of class
Name of or held as collateral represented by
issuer and Amount security for obligations in amount given in
title of class outstanding default by Trustee Col. C
- ------------------------------------------------------------------------------------
</TABLE>
Not Applicable.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C
- --------------------------------------------------------------------------------
Nature of indebtedness Amount outstanding Date due
- --------------------------------------------------------------------------------
Not Applicable
3
<PAGE>
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature at any such default.
None
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not Applicable
Item 16. Lists of Exhibits.
Listed below are all exhibits filed as part of this statement of eligibility.
1* -Copy of Articles of Association of the Trustee as now in effect.
2 -No certificate of authority of the Trustee to commence business is
furnished since this authority is contained in the Articles of
Association of the Trustee.
3* -Copy of the authorization of the Trustee to exercise corporate trust
powers.
4* -Copy of the existing By-Laws of the Trustee, as now in effect.
5 -Not applicable.
6 -The consent of the Trustee required by Section 321 (b) of the Act.
7 -A copy at the latest report of Condition of the Trustee published
pursuant to the law or the requirements of its supervising or examining
authority.
8 -Not Applicable
9 -Not Applicable
- ----------
*Exhibits thus designated have heretofore been filed with the Securities and
Exchange Commission, have not been amended since filing and are incorporated
herein by reference (see Exhibit T-1 Registration Number 33-347985).
In answering any item in this statement of eligibility and qualification
which relates to matters peculiarly within the knowledge of the obligor or of
its directors or officers, or an underwriter for the obligor, the undersigned.
First Union National Bank, has relied upon information furnished to it by the
obligor or such underwriter.
4
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, First Union National Bank, a national banking association organized and
existing under the laws of the United States, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City at Newark, and State of New Jersey, on the 15th day
of September, 1998.
First Union National Bank
(Trustee)
(CORPORATE SEAL)
By /s/ Frank Gallagher
-------------------------
Vice President
5
<PAGE>
Exhibit T-6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act
of 1939, and in connection with the proposed issue of Public Service Enterprise
Group, Incorporated, we hereby consent that reports of examinations by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
FIRST UNION NATIONAL BANK
By: /s/ Frank Gallagher
-----------------------
Vice President
Newark, NJ
September 15, 1998
<PAGE>
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, at the close of business on June 30, 1998, published in response to call
made by Comptroller of the Currency, under title 12, United States Code, Section
161. Charter Number 33869 Comptroller of the Currency Northeastern District.
Statement of Resources and Liabilities
ASSETS
Thousand of Dollars
-------------------
<TABLE>
<CAPTION>
<S> <C>
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin ............... 9,898,292
Interest-bearing balances ........................................ 1,785,499
Securities ........................................................ /////////
Hold-to-maturity securities ...................................... 2,105,231
Available-for-sale securities .................................... 36,130,513
Federal funds sold and securities purchased under agreements ....... 4,551,009
to resell ...................................................
Loans and lease financing receivables:
Loan and leases, net of unearned income ........ 136,146,280
LESS: Allowance for loan and lease losses ...... 1,814,169
LESS: Allocated transfer risk reserve .......... 0
Loans and leases, net of unearned income, allowance, and
reserve ..................................................... 134,332,111
Assets held in trading accounts .................................... 5,786,208
Premises and fixed assets (including capitalized leases) ........... 3,278,523
Other real estate owned ............................................ 125,154
Investment in unconsolidated subsidiaries and associated
companies .......................................................... 345,634
Customer's liability to this bank on acceptances outstanding ....... 1,091,060
Intangible assets .................................................. 5,221,760
Other assets ....................................................... 8,649,274
Total assets ....................................................... 213,300,168
LIABILITIES
Deposits:
In domestic offices ......................................... 133,606,970
Noninterest-bearing .......................... 26,221,093
Interest-bearing ............................. 107,385,877
In foreign offices, Edge and Agreement subsidiaries,
and IBFs .................................................... 9,377,311
Noninterest-bearing ................................... 581,219
Interest-bearing ............................. 8,796,092
Federal funds purchased and securities sold under agreements
to repurchase ............................................... 22,988,933
Demand notes issued to the U.S. Treasury ........................... 850,539
Trading liabilities ................................................ 4,824,321
Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases)
With original maturity of one year or less .................. 11,459,244
With original maturity of more than one year ................ 590,270
With original maturity of more than three years ............. 437,360
Bank's liability on acceptances executed and outstanding ........... 1,106,327
Subordinated notes and debentures .................................. 3,512,216
Other liabilities .................................................. 7,361,602
Total liabilities .................................................. 196,115,093
Limited-life preferred stock and related surplus
EQUITY CAPITAL
Perpetual preferred stock and related surplus ...................... 160,540
Common stock ....................................................... 454,543
Surplus ............................................................ 13,225,076
Undivided profits and capital reserves ............................. 3,015,429
Net unrealized holding gains (losses) on available-for-sale ........ /////////
securities ........................................................ 330,722
Cumulative foreign currency translation adjustments ................ (1,235)
Total equity capital ............................................... 17,l85,075
Total liabilities, limited-life preferred stock and equity ......... //////////
capital .......................................................... 213,300,168
</TABLE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS A TRUSTEE
----------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
----------
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(Jurisdiction of Incorporation or (I.R.S. Employer
Organization if not a U.S. National Bank) Identification No.)
301 South College Street, Charlotte, North Carolina 28288-0630
(Address of Principal Executive Offices) (Zip Code)
----------
(Name, address and telephone number of agent for service)
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(NAME OF OBLIGOR)
New Jersey 22-2625848
(STATE OF INCORPORATION) (I.R.S EMPLOYER
IDENTIFICATION NO.)
80 Park Plaza, Newark, New Jersey 07101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
----------
SUBORDINATED DEBT SECURITIES
(Title of Indenture Securities)
<PAGE>
GENERAL
Item 1 - General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to which it
is subject:
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Richmond, VA 23219
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor.
It the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities
of the trustee:
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B
- --------------------------------------------------------------------------------
Title of Class Amount of Outstanding
- --------------------------------------------------------------------------------
Item 4. Trusteeships under Other Indentures:
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Not Applicable
(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Not Applicable.
Item 5. Interlocking Directorates and Similar Relationships with the Obligor
or Underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or representative
of the obligor or of any underwriter for the obligor, identify each such person
having any such connection and state the nature of each such connection.
Not Applicable
<PAGE>
Item 6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D.
- --------------------------------------------------------------------------------
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
- --------------------------------------------------------------------------------
Item 7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter.
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D.
- --------------------------------------------------------------------------------
Percentage of Voting
Amount owned securities represented
Name of Owner Title of Class beneficially by amount given in Col. C
- --------------------------------------------------------------------------------
Not Applicable
Item 8. Securities of the Obilgor Owned or Held by the Trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for the obligations in default by
the trustee.
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D.
- --------------------------------------------------------------------------------
Whether the Amount owned beneficially Percentage of class
securities are or held as collateral represented by
voting or Security for obligations amount given in
nonvoting in default by Trustee Col. C.
Title of Class Securities
- --------------------------------------------------------------------------------
Not Applicable
Item 9. Securities of the Underwriters Owned or Held by the Trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor, furnish
the following information as to each class of securities of such underwriter any
of which are so owned or held by the trustee.
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D.
- --------------------------------------------------------------------------------
Amount owned beneficially Percentage of class
Name of or held as collateral represented by
issuer and Amount security for obligations amount given in
title of class outstanding in default by Trustee Col. C
- --------------------------------------------------------------------------------
Not Applicable.
2
<PAGE>
Item 10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge of
the trustee (1) owns 10 percent or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the
following information as to the voting securities of such person.
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D.
- --------------------------------------------------------------------------------
Amount owned beneficially Percentage of class
or held as collateral represented by
Name of security for obligations in amount given in
Issuer and Amount default by Trustee Col. C
title of class outstanding
- --------------------------------------------------------------------------------
Not Applicable.
Item 11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or more of the Voting Securities of the Obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the Trustee.
As of September 15, 1998
- --------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D.
- --------------------------------------------------------------------------------
Amount owned beneficially Percentage of class
Name of or held as collateral represented by
Issuer and Amount security for obligations in amount given in
title of class outstanding default by Trustee Col. C
- --------------------------------------------------------------------------------
Not Applicable.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
As of September 15, 1998
Col. A Col. B Col. C
Nature of indebtedness Amount outstanding Date due
Not Applicable
<PAGE>
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not Applicable
Item 16. Lists of Exhibits.
Listed below are all exhibits filed as part of this statement of eligibility.
1* -Copy of Articles of Association of the Trustee as now in effect.
2 -No certificate of authority of the Trustee to commence business is
furnished since this authority is contained in the Articles of Association
of the Trustee.
3* -Copy at the authorization of the Trustee to exercise corporate trust
powers.
4* -Copy of the existing By-Laws of the Trustee, as now in effect.
5 -Not applicable.
6 -The consent of the Trustee required by Section 321 (b) of the Act.
7 -A copy of the latest report of Condition of the Trustee published
pursuant to the law or the requirements of its supervising or examining
authority.
8 -Not Applicable
9 -Not Applicable
- -------
*Exhibits thus designated have heretofore been filed with the Securities and
Exchange Commission, have not been amended since filing and are incorporated
herein by reference (see Exhibit T-1 Registration Number 333-47985).
In answering any item in this statement of eligibility and
qualification which relates to matters peculiarly within the knowledge of the
obligor or of its directors or officers, or an underwriter for the obligor, the
undersigned, First Union National Bank, has relied upon information furnished to
it by the obligor or such underwriter.
4
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, First Union National Bank, a national banking association organized and
existing under the laws of the United States, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Newark, and State of New Jersey, on the 15th day
of September, 1998.
First Union National Bank
(Trustee)
(CORPORATE SEAL)
By: /s/ Frank Gallagher
--------------------------
Vice President
5
<PAGE>
Exhibit T-6
CONSENT OF TRUSTEE
Pursuant to the requirements at Section 321 (b) of the Trust Indenture Act
of 1939, and in connection with the proposed issue of Public Service Enterprise
Group, Incorporated, we hereby consent that reports of examinations by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
FIRST UNION NATIONAL BANK
By: /s/ Frank Gallagher
-------------------------
Vice President
Newark, NJ
September 15, 1998
<PAGE>
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, at the close of business on June 30, 1998, published in response to call
made by Comptroller of the Currency, under title 12, United States Code, Section
161. Charter Number 33869 Comptroller of the Currency Northeastern District.
Statement of Resources and Liabilities
<TABLE>
<CAPTION>
ASSETS
Thousand of Dollars
-------------------
Cash and balance due from depository institutions:
<S> <C>
Noninterest-bearing balances and currency and coin ..................... 9,898,292
Interest-bearing balances .............................................. 1,785,499
Securities ............................................................. //////////
Hold-to-maturity securities ............................................ 2,105,231
Available-for-sale securities .......................................... 36,130,513
Federal funds sold and securities purchased under agreements to resell....... 4,551,009
Loans and lease financing receivables:
Loan and leases, net of unearned income .............. 136,146,280
LESS: Allowance for loan and lease losses.. ........... 1,814,169
LESS: Allocated transfer risk reserve ......................... 0
Loans and leases, net of unearned income, allowance, and
reserve .......................................................... 134,332,111
Assets held in trading accounts ............................................. 5,786,208
Premises and fixed assets (including capitalized leases) .................... 3,278,523
Other real estate owned ..................................................... 125,154
Investment in unconsolidated subsidiaries and associated
companies ................................................................... 345,634
Customer's liability to this bank on acceptances outstanding ................ 1,091,060
Intangible assets ........................................................... 5,221,760
Other assets ................................................................ 8,649,274
Total assets ................................................................ 213,300,168
LIABILITIES
Deposits:
In domestic offices .............................................. 133,606,970
Noninterest-bearing .................................. 26,221,093
Interest-bearing ..................................... 107,385,877
In foreign offices, Edge and Agreement subsidiaries,
and IBFs ......................................................... 9,377,311
Noninterest-bearing ..................................................581,219
Interest-bearing ........................................8,796,092
Federal funds purchased and securities sold under agreements
to repurchase .......................................................... 22,988,933
Demand notes issued to the U.S. Treasury .................................... 850,539
Trading liabilities ......................................................... 4,824,321
Other borrowed money (includes mortgage indebtness and obligations
under capitalized leases)
With original maturity of one year or less ....................... 11,459,244
With original maturity of more than one year ..................... 590,270
With original maturity of more than three years .................. 437,360
Bank's liability on acceptances executed and outstanding ................ 1,106,327
Subordinated notes and debentures ....................................... 3,512,216
Other liabilities ....................................................... 7,361,602
Total liabilities ....................................................... 196,115,093
Limited-life preferred stock and related surplus ........................
EQUITY CAPITAL
Perpetual preferred stock and related surplus ............................... 160,540
Common Stock ................................................................ 454,543
Surplus ..................................................................... 13,225,076
Undivided profits and capital reserves ...................................... 3,015,429
Net unrealized holding gains (losses) on available-for-sale /////////
securities ............................................................. 330,722
Cumulative foreign currency translation adjustments ......................... (1,235)
Total equity capital ........................................................ 17,185,075
Total liabilities, limited-life preferred stock and equity .................. //////////
capital .................................................................. 213,300,168
</TABLE>
