Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Public Service Enterprise Group Incorporated
(Exact name of Registrant as specified in its charter)
New Jersey 22-2625848
(State of Incorporation) (I.R.S. Employer Identification No.)
80 Park Plaza
P.O. Box 1171
Newark, NJ 07101-1171
(Address, including zip code, of
Registrant's principal executive offices)
Public Service Enterprise Group Incorporated
1989 Long-Term Incentive Plan
(Full title of plan)
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Robert C. Murray or James T. Foran, Esq.
Vice President and Associate General
Chief Financial Officer Counsel
80 Park Plaza
P.O. Box 1171
Newark, NJ 07101-1171
(973) 430-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title Amount Proposed Propose Amount of
Of Each to be Maximum Maximum Registration
Class of Registered Offering Aggregate Fee
Securities Price Offering
to be Per Unit Price
Registered (1) (1)
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Common Stock
Without
Par value 15,000,000 $35.84 $537,600,000 $141,926
Shares
(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of determining the registration fee based
on the average of the high and low prices on June 14, 2000 for Common
Stock without par value of Public Service Enterprise Group Incorporated
(PSEG), as reported in the consolidated reporting system.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
*Item 1. Plan Information
*Item 2. Registrant Information and Employee Plan Annual Information
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The information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by Registrant with the Securities
and Exchange Commission, and are already incorporated by reference in this
registration statement:
(a) Registrant Annual Report on Form 10-K for the year ended December 31,
1999;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1999; and
(d) Registrant's current report on Form 8-K, dated January 17, 1990,
containing a description of Registrant's Common Stock without par
value.
All documents filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 on or after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered pursuant to
this registration statement have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superceded for purposes of this registration statement to the extent that a
statement herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this registration
statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
James T. Foran, Esq., Associate General Counsel of PSEG, has given his
opinion, which is included as Exhibit 5 to this registration statement, as to
whether the original issuance securities (i.e., shares of Common Stock of
Registrant covered by this registration statement that were previously unissued)
will be legally issued, fully paid and non-assessable. Mr. Foran is an officer
of Registrant and is eligible to participate in the Public Service Enterprise
Group Incorporated 1989 Long-Term Incentive Plan (the "LTIP").
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Item 6. Indemnification of Directors and Officers
Under Section 14A:3-5 of the New Jersey Business Corporation Act, the
Registrant:
(1) has the power to indemnify each of its directors and officers (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 the Registrant, 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 the Registrant, 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 of its directors and officers against
expenses in connection with any proceeding by or in the right of the
Registrant 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
the Registrant; 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 the
Registrant, unless and only to the extent that the court determines
that the director or officer is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper;
(3) must indemnify each of its directors and officers 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 the Registrant 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 the Registrant 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.
Article 8, Section 1 of the Registrant Certificate of Amendment of
Certificate of Incorporation provides as follows:
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 or
indemnification shall inure to the benefit of the legal
representative of any such person.
Article 8, Section 2 of the Registrant's Certificate of Amendment of
Certificate of Incorporation provides as follows:
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.
The Registrant's directors and officers are insured under the
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 the Registrant
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 the Registrant.
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Item 7. Exemption from Registrant Claimed
Not applicable.
Item 8. Exhibits
See Exhibits Index.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(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 Securities Act of 1933;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(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 (1) (i) and (1) (ii)
to not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished
to the Commission by Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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 Securities Act of 1933, each
filing of Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, 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 Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newark and State of New Jersey on the 20th day of
June, 2000.
Public Service Enterprise Group Incorporated
By: E. JAMES FERLAND
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E. James Ferland
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ E. JAMES FERLAND
_____________________ Chairman of the Board, June 20, 2000
E. James Ferland President, Chief Executive Officer
and Director (Principal Executive Officer)
/s/ROBERT C. MURRAY
______________________ Vice President and Chief Financial June 20, 2000
Robert C. Murray Officer (Principal Financial Officer)
/s/PATRICIA A. RADO
______________________ Vice President and Controller June 20, 2000
Patricia A. Rado
______________________ Director June 20, 2000
Ernest H. Drew
/s/T.J. DERMOT DUNPHY
______________________ Director June 20, 2000
T.J. Dermot Dunphy
/s/RAYMOND V. GILMARTIN
_______________________ Director June 20, 2000
Raymond V. Gilmartin
/s/CONRAD K. HARPER
______________________ Director June 20, 2000
Conrad K. Harper
/s/IRWIN LERNER
______________________ Director June 20, 2000
Irwin Lerner
/s/MARILYN PFALTZ
______________________ Director June 20, 2000
Marilyn M. Pfaltz
/s/FORREST J. REMICK
______________________ Director June 20, 2000
Forrest J. Remick
/s/RICHARD J. SWIFT
______________________ Director June 20, 2000
Richard J. Swift
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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4a Registrant's Certificate of Incorporation (Incorporated by reference
to Exhibit 3a in registration statement of Public Service Enterprise
Group Incorporated, No. 33-2935 filed January 28, 1986).
4b Registrant By-Laws (Incorporated by
reference to Exhibit 3b of
Registrant's Annual Report on Form
10-K dated April 11, 1988).
4c The 1989 Long-Term Incentive Plan
5 Opinion and consent of James T. Foran, Esq.
15 Not Applicable
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of James T. Foran, Esq. (included as part of Exhibit 5).
24 Power of Attorney
