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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
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(Exact name of registrant as specified in its charter)
New Jersey 22-1212800
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
80 Park Plaza, P. O. Box 570, Newark, New Jersey 07101-0570
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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6.75% Cumulative Preferred )
Stock--$25 Par ) New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
----------------
(Title of Class)
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Public Service Electric and Gas Company
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Item 1. Description of Registrant's Securities to be Registered.
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Capital Stock.
Description of the securities to be registered is set forth under
"Description of the New Preferred Stock" in the Prospectus dated December 8,
1993 and filed with the Commission under Rule 424(b)(3) on December 9, 1993
to Registration Statement No. 33-51309 of the Registrant filed under the
Securities Act of 1933 dated December 6, 1993 and under "Certain Terms of the
New Preferred Stock -- $25 Par" in the Prospectus Supplement dated January
27, 1994 and filed with the Commission under Rule 424(b)(5) on January 28,
1994. Pursuant to the Instruction to Item 1 of Form 8-A copies of said
Prospectus dated December 8, 1993 and Prospectus Supplement dated January 27,
1994 are being submitted with the copy of this Form 8-A being filed with the
New York Stock Exchange, Inc.
The 600,000 shares of the Company's 6.75% Cumulative Preferred Stock --
$25 Par was issued pursuant to Registration Statement No. 33-51309.
Item 2. Exhibits.
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Exhibit Number
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3a(1) - Restated Certificate of Incorporation of the Registrant
effective May 1, 1986, filed by the Registrant with
Registrant's Current Report on Form 8-K under the
Securities Exchange Act of 1934, on August 28, 1986, File
No. 1-973.
3a(2) - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant filed February 18, 1987
with the State of New Jersey adopting limitations of
liability provisions in accordance with an amendment to
the New Jersey Business Corporation Act, filed by the
Registrant with Registrant's Annual Report on Form 10-K
for the year ended 1987 under the Securities Exchange Act
of 1934, File No. 1-973.
2
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Item 2. Exhibits. (Concluded)
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Exhibit Number
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3a(3) - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant dated June 17, 1992,
establishing the 7.44% Cumulative Preferred Stock as a
series of the Preferred Stock of the Registrant, filed by
the Registrant with Registrant's Current Report on Form
8-A under the Securities Exchange Act of 1934, on June
23, 1992, File No. 1-973.
3a(4) - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant dated March 11, 1993
establishing the 5.97% Cumulative Preferred Stock as a
series of the Preferred Stock of the Registrant, filed by
the Registrant with Registrant's Current Report on Form
8-A under the Securities Exchange Act of 1934, on March
17, 1993, File No. 1-973.
3a(5) - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant dated January 27, 1994
establishing the 6.92% Cumulative Preferred Stock and
6.75% Cumulative Preferred Stock -- $25 Par as series of
the Preferred Stock of the Registrant.
4(a)(1) Supplemental Indenture between the Registrant and First
Fidelity Bank, National Association, New Jersey, Trustee,
dated February 1, 1994 providing for the issuance of
$50,000,000 principal amount of First and Refunding
Mortgage Bonds, Pollution Control Series O due February
1, 2032.
99(a) - "Description of the New Preferred Stock" contained in
Prospectus dated December 8, 1993 filed in accordance
with Rule 424(b)(3) on December 9, 1993.
99(b) - "Certain Terms of the New Preferred Stock -- $25 Par"
applicable to the New Preferred Stock -- $25 Par,
contained in Prospectus Supplement dated January 27,
1994, filed in accordance with Rule 424(b)(5) on January
28, 1995.
3
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
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(Registrant)
By FRANCIS J. RIEPL
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Francis J. Riepl
Vice President and Treasurer
Public Service Electric and Gas Company
4
Dated: February 3, 1994
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F I L E D
APR 17 1986
JANE BURGIO
Secretary of State
RESTATED
CERTIFICATE OF INCORPORATION
of
PUBLIC SERVICE
ELECTRIC AND GAS COMPANY
Pursuant to Section 14A:9-5 of the
New Jersey Business Corporation Act
Effective May 1, 1986
=============================================================================
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RESTATED
CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE
ELECTRIC AND GAS COMPANY
Pursuant to Section 14A:9-5 of the
New Jersey Business Corporation Act
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Public Service Electric and Gas Company, a corporation organized and
existing under the law of the State of New Jersey (hereinafter called the
"corporation"), restates and integrates its Certificate of Incorporation
(heretofore embodied in its Restated Certificate of Incorporation dated May 14,
1982, as amended), effective May 1, 1986, to read in full as herein set forth.
ARTICLE I.
The name of the corporation is Public Service Electric and Gas Company.
ARTICLE II.
The address of the corporation's current registered office is 80 Park
Plaza, Newark, New Jersey 07101, and the name of its current registered agent
is Robert S. Smith.
ARTICLE III.
The corporation shall have and possess and may use, exercise and enjoy all
the rights, powers, privileges and franchises heretofore possessed and enjoyed
by it, including without limitation the rights, powers, privileges and
franchises of Public Service Electric Company, United Electric Company of New
Jersey and Public Service Gas Company, the parties to the Agreement of Merger
and Consolidation filed in the office of the Secretary of the State of New
Jersey on July 25, 1924, forming the corporation, and all the rights, powers,
privileges and franchises of every other corporation to which the corporation
has succeeded by merger, consolidation, purchase, lease or otherwise, and in
addition thereto the corporation may engage in any activity within the purposes
for which corporations may be organized under the New Jersey Business
Corporation Act, as from time to time amended or supplemented.
ARTICLE IV.
The aggregate number of shares which the corporation shall have authority
to issue is: 7,500,000 shares of Preferred Stock of the par value of $100 each
(hereinafter called Preferred Stock), and 10,000,000 shares of Preferred Stock
- - $25 Par of the par value of $25 each (hereinafter called Preferred Stock -
$25
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Par), both issuable in series as hereinafter provided in subdivision 1 of
Article V, and 150,000,000 shares of Common Stock without nominal or par value.
The Preferred Stock and the Preferred Stock - $25 Par shall rank equally
with no preference or priority of the Preferred Stock over the Preferred Stock
- - $25 Par or of the Preferred Stock - $25 Par over the Preferred Stock with
respect to dividends and distribution of assets upon liquidation, dissolution
or winding up of the corporation.
ARTICLE V.
The designation of each class and series of stock of the corporation, and
the relative rights, preferences and limitations of the shares of each class
and series, to the extent that such designations, relative rights, preferences
and limitations have been determined, are as follows:
1. PREFERRED STOCK AND PREFERRED STOCK - $25 PAR:
The Board of Directors of the corporation shall have power by resolution
to divide the authorized Preferred Stock and Preferred stock - $25 Par into and
cause each f said classes to be issued in one or more series, and with respect
to each series so established, and prior to the issue thereof, to fix and
determine a distinguishing designation therefore and (i) the rate of dividends
payable thereon and the date from which such dividends shall be cumulative on
all shares of such series issued on or before the record date for initial
dividends on shares of such series, (ii) the price, if any, at which shares of
such series may be redeemed, (iii) the amount which shall be paid to the
holders thereof on voluntary liquidation or dissolution of the corporation,
(iv) the terms and amount of any sinking fund provided for the purchase or
redemption thereof, and (v) the terms and conditions, if any, upon which the
holders thereof may convert the same into shares of Common Stock. All series
of the Preferred Stock shall rank equally and be alike in all respects except
for the variations and difference between series herein expressly provided for,
and all series of the Preferred Stock - $25 Par shall rank equally and be alike
in all respects except for the variations and differences between series herein
expressly provided for. The Board of Directors is hereby authorized (i) to
amend this Certificate of Incorporation from time to time to accomplish the
division of the authorized Preferred Stock and of the authorized Preferred
Stock - $25 Par into series, the determination of the designation and number of
shares of each series and the determination of the relative rights, preferences
and limitations of the shares of each series, to the extent specified in this
subdivision 1, and (ii) to change the designation or number of shares, or the
relative rights, preference and limitation of the shares, of any theretofore
established series no shares of which have been issued. If any dividends or
the amounts payable on liquidations or dissolution shall not be paid in full
upon all shares of the Preferred Stock and of the Preferred Stock - $25 Par of
all series shall participate ratably in the payment of such dividends in
proportion to the sums which would be payable thereon if all dividends thereon
were paid in full,
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and in case of liquidation or dissolution of the corporation, in proportion to
the sums which would be payable on such liquidations or dissolution is all sums
payable thereon to holders of all shares of the Preferred Stock and of the
Preferred Stock - $25 Par were discharged in full.
(a) Dividends. The holders of shares of the Preferred Stock and of the
Preferred Stock - $25 Par of each series shall be entitled to receive, and the
corporation shall be obliged to pay, but only when and as declared by the Board
of Directors, and only out of its earned surplus, cash dividends thereon, at
such rate per share per annum for each particular series as shall have been
fixed as aforesaid by the Board of Directors, and no more, payable quarterly,
with respect to each calendar quarterly period, on or prior to the last day of
each such calendar quarterly period, to wit, the last day of each March, June,
September, and December. Dividends on each share of each series of the
Preferred Stock and of the Preferred Stock - $25 Par shall be cumulative from
the first day of the calendar quarterly dividend period in which such share is
issued, except that (i) if a share of any series is issued in a calendar
quarterly dividend period after the record date fixed for determining the
holders of shares of such series entitled to the dividend payable thereon for
such period, dividends on such shares shall be cumulative from the end of such
period, and (ii) dividends on shares of any series issued on or before the
record date for the initial dividend on shares of such series shall be
cumulative from such date as shall be fixed by the Board of Directors as
aforesaid.
Subject to provisions hereinafter contained in this Article V, all
additional earned surplus of the corporation may be divided among and paid the
holders of Common Stock.
(b) Restrictions on Dividends on and Purchase of Junior Stock. So long
as any of the Preferred Stock or any of the Preferred Stock - $25 Par shall
remain outstanding, no divided (other than dividends payable in shares of
Common Stock) shall be paid on or set apart for the Common Stock, nor shall any
shares thereof be purchased, redeemed, or otherwise acquired by the corporation
or any subsidiary thereof (other than shares acquired without cost to the
corporation or such subsidiary) unless
(i) all dividends on all outstanding shares of the Preferred Stock
and of the Preferred Stock - $25 Par for all past quarterly dividend
periods shall have been paid and full dividends thereon for the then
current quarterly dividends period declared and a sum sufficient for the
payment thereof set apart;
(ii) the corporation shall not be in arrears in respect of any
sinking fund provided for the purchase or redemption of any series of the
Preferred Stock or of the Preferred Stock - $25 Par; and
(iii) after giving effect to the payment of such dividends or such
purchase, redemption, or other acquisition, the capital of the corporation
represented by its Common Stock, together with its surplus as then stated
on
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its books of account, shall in the aggregate exceeds the aggregate of the
amounts payable on involuntary liquidation or dissolution of the
corporation in respect of all shares of Preferred Stock and of the
Preferred Stock - $25 Par then outstanding.
(c) Corporate Action Requiring Consent of Holders of Preferred Stock.
(i) Without the consent of the holders of at least two-thirds of the shares of
the Preferred Stock and the Preferred Stock - $25 Par at the time outstanding,
voting as a single class, given in person or by proxy at a meeting of
stockholders called for the purpose, the corporation shall not issue any shares
of the Preferred Stock or the Preferred Stock - $25 Par unless
(A) the net earnings of the corporation available for payment
interest charges, determined in accordance with sound accounting practice
after provision for all taxes, for 12 consecutive calendar months out of
the 15 calendar months immediately preceding the month in which such
additional shares are to be issued, shall have been equal to at least 1
1/2 times the aggregate of the annual interest requirements on all its
indebtedness to be outstanding immediately after the issuance of such
shares and the annual dividend requirements on all Preferred Stock and
Preferred Stock - $25 Par to be then outstanding; and
(B) the capital of the corporation represented by its Common Stock,
together with its surplus as then stated on its books of account, shall in
the aggregate exceed the aggregate of the amounts payable on involuntary
liquidations or dissolution of the corporation in respect of all shares of
its Preferred Stock and Preferred Stock - $24 Par to be outstanding
immediately after the issuance of such additional shares.
For the purposes of this subdivision (c)(i), (aa) no indebtedness which
shall have been duly called for redemption shall be deemed outstanding, and
(bb) the certificate of any certified or public accountant of recognized
standing, selected in good faith by the Board of Directors, shall be conclusive
evidence of the amount of the aggregate net earnings of the corporation earned
during any period.
(ii) (A) So long as any of the Preferred Stock shall be outstanding, the
corporation shall not, without the consent of the holders of at least
two-thirds of the shares of the Preferred Stock at the time outstanding, given
in person or by proxy at a meeting of stockholders called for the purpose,
adopt any amendment to its Certificate of Incorporation which would (aa) create
or authorize any class of stock ranking prior to or equally with the Preferred
Stock with respect to payment of dividends or distribution on liquidation or
dissolution, or (bb) adversely affect the rights or preferences of the holders
of any shares of the Preferred Stock, provided, that if any such amendment
shall so affect the rights or preferences of the holders of shares of one or
more series but less than all series of the Preferred Stock at the time
outstanding, the consent of the holders of at least two-thirds of the
outstanding shares of each series so affected shall be required, in lieu of the
consent of the holders of two-thirds of all shares of the
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Preferred Stock, and provided further, that no consent of the holders of the
Preferred Stock shall be required in the case of any increase in the amount of
authorized Preferred Stock or Preferred Stock - $25 Par of the corporation.
(B) So long as any of the Preferred Stock - $25 Par shall be outstanding,
the corporation shall not, without the consent of the holders of at least
two-thirds of the shares of the Preferred Stock - $25 Par at the time
outstanding, given in person or by proxy at a meeting of stockholders called
for the purpose, adopt any amendment to its Certificate of Incorporation which
would (aa) create of authorize any class of stock ranking prior to or equally
with the Preferred Stock - $25 Par with respect to payment of dividends or
distribution on liquidation or dissolution, or (bb) adversely affect the rights
or preferences of the holders of any shares of the Preferred Stock - $25 Par,
provided, that if any such amendment shall so affect the rights or preferences
of the holders of shares of one or more series but less than all series so
affected shall be required, in lieu of the consent of the holders of two-thirds
of all share of the Preferred Stock - $25 Par, and provided further, that no
consent of the holders of the Preferred Stock - $25 Par shall be required in
the case of an increase in the amount of authorized Preferred Stock or
Preferred Stock - $25 Par of the corporation.
(iii) (A) So long as any of the Preferred Stock shall be outstanding,
corporation shall not, without the consent of the holders of at least a
majority of the shares of the Preferred Stock at the time outstanding, given in
person or by proxy at a meeting of stockholders called for the purpose,
consolidate or merge with or into any other corporation or corporations, unless
none of the rights or preferences of the holders of the Preferred Stock will be
adversely affected thereby and unless the corporation resulting therefrom will
have outstanding immediately after such consolidation or merged no class of
stock, except the Preferred Stock - $25 Par, ranking prior to or equally with
the Preferred Stock with respect to payment of dividends or distribution on
liquidation or dissolution.
(B) So long as any of the Preferred Stock - $25 Par shall be outstanding,
the corporation shall not, without the consent of the holders of at least a
majority of the shares of the Preferred Stock - $25 Par outstanding, given in
person or by proxy at a meeting of stockholders called for the purpose,
consolidate or merge with or into any other corporation or corporations, unless
none of the rights or preferences of the holders of the Preferred Stock - $25
Par will be adversely affected thereby and unless the corporation resulting
therefrom will have outstanding immediately after such consolidation or merger
no class of stock, except the Preferred Stock, ranking prior to or equally with
the Preferred Stock - $25 Par with respect to payment of dividends or
distribution on liquidation or dissolution.
(d) Voting Rights. Except as herein expressly provided to the contrary
or as otherwise required by law, all voting rights in the corporation shall be
vested exclusively in the holders of Common Stock, and the holders of the
Preferred
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Stock and the holders of the Preferred Stock - $25 Par shall have no right to
vote at or to participate in any meeting of the stockholders of the corporation
or to receive any notice of any such meeting.
At any meeting of the stockholders of the corporation at which the holders
of Preferred Stock and the holders of Preferred Stock - $25 Par shall be
entitled to vote as a single class, the holders of Preferred Stock shall be
entitled cast one vote for each share of Preferred Stock held and the holders
of Preferred Stock - $25 par shall be entitled to cast 1/4 vote for each share
of Preferred Stock - $25 Par held.
So long as any of the Preferred Stock or Preferred Stock - $25 Par shall
be outstanding, if dividends upon any shares of Preferred Stock or Preferred
Stock - $25 Par shall be in arrears to an amount equal to the annual dividend
thereon, the holders of the Preferred Stock and the holders of the Preferred
Stock - $25 Par shall become entitled, to the extent hereinafter provided, to
vote at all elections of directors for the corporation and to receive notice of
all stockholders' meetings to the held for such purpose. At such meetings the
holders of the Preferred Stock and the holders of the Preferred Stock - $25
Par, voting as a single class separately from the holders of the Common Stock,
shall be entitled to elect as members of the Boards of Directors the smallest
number of directors which will be more than one-half of the total number of
directors, and all other directors of the corporation shall be elected by the
holders of Common Stock, voting separately as a single class. Such voting
rights of the holders of Preferred Stock and the holders of Preferred Stock -
$25 Par to elect directors shall continue until all the accumulated and unpaid
dividends on the Preferred Stock and the Preferred Stock - $25 Par shall have
been paid, where upon all such voting rights shall cease, subject to being
again revived from time to time upon the recurrence of the conditions described
above as giving rise thereto.
At any time after the accrual to the holders of Preferred Stock and the
holders of Preferred Stock - $25 Par of such voting rights to elect directors,
a special meeting of the stockholders of the corporations for the purpose of
electing directors shall be held on not less than 30 days' notice upon call of
the Secretary of the corporation at the written request of any holder of shares
of Preferred Stock or Preferred Stock - $25 Par at the time outstanding, or, if
the Secretary should fail or neglect to call such meeting within 30 days after
receipt of such request, then upon call by any such holder. Upon the convening
of any such special meeting at which a quorum of holders of Preferred Stock and
Preferred Stock - $25 Par is present, the terms of office of all directors for
the corporation shall terminate.
So long as the holders of Preferred Stock and Preferred Stock - $25 Par
are entitled hereunder to such voting rights to elect directors, any vacancy in
the Board of Directors caused by the death or resignation of any director
elected by the holders of Preferred Stock and Preferred Stock - $25 Par, and
any such vacancies, if any, as the holders of Preferred Stock and Preferred
Stock - $25 Par
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shall be entitled to fill upon any increase in the number of directors of the
corporation shall, until the next meeting of stockholders for the election of
directs, in each case be filled by majority vote of the remaining or other
directors elected by the holders of Preferred Stock and Preferred Stock - $25
Par.
Upon the termination of such voting rights of the holders of Preferred
Stock - $25 Par, the terms of office of all persons who shall have been elected
directors of the corporation by vote of such holders, or by vote of the
directors elected by such holders, shall forthwith terminate, and the vacancies
thereby created may be filled by majority vote of the remaining directors,
though less than a quorum.
(e) Redemption. The corporation, at the option of its Board of
Directors, may at any time or from time to time redeem all or any of the
outstanding shares of all or any series of Preferred Stock or Preferred Stock -
$25 for which a redemption price shall have been fixed by the Board of
Directors as aforesaid, upon payment in cash, in respect of the shares so
redeemed, of the redemption price fixed as aforesaid in respect of the series
of which such shares shall constitute a part, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption, whether or
not such dividends shall have been thereon to the date of redemption, whether
or not such dividends shall have been earned or declared (such price, together
with an amount equal to all such accumulated and unpaid dividends, being
hereinafter called the "redemption price"). In lieu of such payment, the
corporation may deposit the redemption price of the shares to be redeemed on or
prior to the date of redemption with such bank or trust company in the Borough
of Manhattan, City and State of New York, or in the City of Newark, State of
New Jersey having a capital and surplus of not less than $5,000,000, as may be
designated by the Board of Directors, in trust, for immediate payment on or
after the date of such deposit (without awaiting the date of redemption) to the
holders of the shares of Preferred Stock or Preferred Stock - $25 Par then to
be redeemed upon surrender of the stock certificates representing the same. If
less than all the outstanding shares of any series of Preferred Stock or
Preferred Stock - $25 Par shall be so redeemed, the particular shares to be
redeemed shall be selected by lot.
Notice of any such redemption, and of any such deposit made or to be made
of such redemption price, shall be mailed to each holder of shares so to be
redeemed, at his address registered with the corporation, not less than 30 days
prior to the date of redemption, and if less than all of the shares owned by
any stockholder are to be redeemed, the notice shall specify the number of
shares thereof which are to be redeemed. Such notice having been so given, or
irrevocable written authority to such depository forthwith to give such notice
having been given at the time of the making of the deposit provided for herein,
all rights of the respective holders of such shares as stockholders of the
corporation by reason of the ownership of such shares, except the right to
receive the redemption price thereof upon presentation and surrender of their
respective certificates therefore, shall cease on the date of redemption
(unless default shall be made by the corporation in providing moneys for the
payment of the redemption price), or, if the
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redemption price shall have been deposited on or prior to the date of
redemption as above permitted, on the date of such deposit. Any moneys so
deposited which shall remain unclaimed by the holders of the shares so called
for redemption at the end of two years after the date of redemption shall be
paid by such depository to the corporation, after which the holders of such
shares shall look only to the corporation, after which the holders of such
shares shall look only to the corporation for payment of the redemption price
thereof, without interest.
No shares of Preferred Stock or Preferred Stock - $25 Par may be so
redeemed by the corporation while its is in arrears in the payment of
dividends payable on any shares of Preferred Stock or Preferred Stock - $25
Par.
All shares of Preferred Stock and Preferred Stock - $25 Par redeemed by
the corporation shall be cancelled and upon such cancellation shall be restored
the status of authorized but unissued shares, not classified as to series.
(f) Liquidation or Dissolution. On liquidation or dissolution of the
corporation, before any payment or distribution shall be made to the holders of
Common Stock, if such liquidation or dissolution be involuntary, the holders of
each share of Preferred Stock of each series shall be entitled to be paid the
sum of $100 per share, and the holder of each share of Preferred Stock - $25
Par, shall be entitled to be paid the sum of $25 per share or, if such
liquidation or dissolution be voluntary, the holder of each share of Preferred
Stock of each series and the holder of each share of Preferred Stock - $25 Par
of each series shall be entitled to be paid the amount established by the Board
of Directors in respect of the shares of such series, plus in each case an
amount equal to all accumulated and unpaid dividends thereon to the date of
such payment, whether or not such dividends shall have been earned or declared.
After such payments shall have been made in full to all holders of Preferred
Stock and all holders of Preferred Stock- $25 Par, they shall be entitled to no
further payment or distribution.
A consolidation of merger to which the corporation shall be a party shall
not be deemed a liquidation or dissolution of the corporation within the
meaning of this subdivision.
(g) Series of Preferred Stock and Preferred Stock - $25 Par. (i) The
designation and number of shares of each series of the Preferred Stock, and the
relative rights, preferences and limitations of the shares of each such series,
to the extent that the same have been determined by the Board of Directors and
differ from the shares of each other series, are as follows:
(A) 4.08% Cumulative Preferred Stock:
250,000 shares; rate of dividends 4.08%, cumulative from October 1,
1949 on all shares issued on or before record date for initial dividend;
redemption price $103.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(B) 4.18% Cumulative Preferred Stock:
249,942 shares; rate of dividends 4.18%, cumulative from May 1, 1954
on all shares issued on or before record date for initial dividend;
redemption
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price $103.00 per share, plus an amount equal to all accumulated and
unpaid dividends thereon to the date of redemption.
(C) 4.30% Cumulative Preferred Stock:
250,000 shares; rate of dividends 4.30%, cumulative from October 1,
1955 on shall shares issued on or before record date for initial dividend;
redemption price $102.75 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(D) 5.05% Cumulative Preferred Stock:
250,000 shares; rate of dividends 5.28%, cumulative from December 1,
1958 on all shares issued on or before record date for initial dividend;
redemption price $103.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(E) 5.28% Cumulative Preferred Stock:
250,000 shares; rate of dividends 5.28%, cumulative from December 1,
1960 on all shares issued on or before record date for initial dividend;
redemption price $103.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(F) 6.80% Cumulative Preferred Stock:
250,000 shares; rate of dividends 6.80%, cumulative from December 14,
1967 on all shares issued on or before record date for initial dividend;
redemption price $102.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(G) 9.62% Cumulative Preferred Stock:
350,000 shares; rate of dividends 9.62%, cumulative from June 25,
1970 on all shares issued on or before record date for initial dividend;
redemption prices $104.50 per share if redeemed on or before June 30,
1986, and $102.00 per share if redeemed on or after July 1, 1986, plus in
each case an amount equal to all accumulated and unpaid dividends thereon
to the date of redemption.
(H) 7.40% Cumulative Preferred Stock:
500,000 shares; rate of dividends 7.40%, cumulative from April 1,
1971 on all shares issued on r before record date for initial dividend;
redemption price $101.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(I) 7.52% Cumulative Preferred Stock:
500,000 shares; rate of dividends 7.52%, cumulative from March 29,
1972 on all shares issued on or before record date for initial dividend;
redemption price $101.00 per shares, plus an amount equal to all
accumulative and unpaid dividends thereon to the date of redemption.
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(J) 8.08% Cumulative Preferred Stock:
150,000 shares; rate of dividends 8.08%, cumulative from April 13,
1972 on all shares issued on or before record date for initial dividend;
redemption price $101.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(K) 7.80% Cumulative Preferred Stock:
750,000 shares; rate of dividends 7.80%, cumulative from October 26,
1972 on all shares issued on or before record date for initial dividend;
redemption price $101.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(L) 7.70% Cumulative Preferred Stock:
600,000 shares; rate of dividends 7.70%, cumulative from March 22,
1973 on all shares issued on or before record date for initial dividend;
redemption price $100.70 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption.
(M) 8.16% Cumulative Preferred Stock:
300,000 shares; rate of dividends 8.16%, cumulative from September
15, 1977 on all shares issued on or before record date for initial
dividend; redemption prices $106.86 per share if redeemed on or before
September 30, 1987, $104.82 per share if redeemed thereafter September 30,
1992, and $100.74 per share if redeemed on or after October 1, 1992, plus
in each case an amount equal to all accumulated and unpaid dividends
thereon to the date of redemption.
(N) 12.80% Cumulative Preferred Stock:
350,000 shares; rate of dividends 12.80%, cumulative from September
15, 1982 on all shares issued on or before record date for initial
dividend; redemption prices $112.80 per share if redeemed on or before
September 30, 1987, $109.60 per share if redeemed thereafter but on or
before September 30, 1997, and $100.00 per share if redeemed on or after
October 1, 1997, plus in each case an amount equal to all accumulated and
unpaid dividends thereon to the date of redemption; provided, however,
that prior to October 1, 1987, none of the shares of such series may be
redeemed, directly or indirectly from the proceeds of, or in anticipation
of, any refunding of shares of such series through the incurring of debt,
or through the issuance of preferred stock ranking equally with or prior
to the shares of such series as to dividends or on liquidation, where such
debt has an Interest Cost to the corporation, or such preferred stock has
a Dividend Cost to the corporation, of less than the Dividend Cost to the
corporation, upon not less than 30 days' notice, and substantially in the
manner provided in subdivision 1 (e) of Article V, except as otherwise
limited by applicable law, and as there shall be outstanding any shares of
<PAGE>
such series, (a) shall redeem 17,500 shares of such series on September 30
in each year commencing on September 30, 1988, or such lesser number of
shares as shall be outstanding on any such September 30 (the "mandatory
portion"), and (b) may redeem up to an additional 17,500 shares of such
series on each such September 30, at the price of $100.00 per share, plus
an amount equal to all accumulated and unpaid dividends thereon to the
date of redemption; provided, however, that such right to redeem and
additional 17,500 shares of such series on any such September 30 shall not
be cumulative and shall be lost to the extent not exercised on any such
September 30, provided further, that no shares of such series may be
redeemed through the operation of the Sinking Fund while the corporation
is in arrears in the payment of dividends payable on any shares of
preferred stock; provided further, that notwithstanding the fact that, in
accordance with the last paragraph of said subdivision 1(e) of Article V,
upon redemption, the shares of such series shall be cancelled and upon
such cancellation shall be restored to the status of authorized but
unissued shares, not classified as to series, the corporation shall be
allowed, at its election, a credit against the mandatory portion of the
Sinking Fund for the shares of such series which the corporation may have
purchased, acquired or redeemed (other than through the operation of the
Sinking Fund) which have not theretofore been used for the purpose of any
such credit; and provided further, that the mandatory portion of the
Sinking Fund shall be cumulative and that if for any reason the
corporation shall fail to purchase, redeem or otherwise acquire during any
twelve-month period a sufficient number of shares of such series to
satisfy the mandatory portion of the sinking Fund due on any September 30,
or shall not have credit available therefor, then, and in such event, the
Restrictions on Dividends on and Purchase of Junior Stock set forth in
subdivision 1(b) of Article V shall be operative unit such deficit shall
be made up.
(O) 11.62% Cumulative Preferred Stock:
300,000 shares; rate of dividends 11.62%, cumulative from August 16,
1983 on all shares issued on or before record date of initial dividend;
redemption prices $111.62 per share if redeemed on or before August 31,
1988, $108.72 per share if redeemed thereafter but on or before August 31,
19993, $105.81 per share if redeemed thereafter but on or before August
31, 1998, and $100.00 per share if redeemed on or after September 1, 1998,
plus in each case an amount equal to all accumulated and unpaid dividends
thereon to the date of redemption; provided, however, that prior to
September 1, 1988, none of the shares of such series may be redeemed,
directly or indirectly form the proceeds of, or in anticipation of, any
refunding of shares of such series through the incurring of debt, or
through the issuance of preferred stock ranking equally with or prior to
the shares of such series as to dividends or on liquidation, where such
preferred stock has a Dividend Cost to the corporation, or less than the
Dividend Cost to the corporation of the shares
<PAGE>
of such series; there shall be a sinking fund ("Sinking Fund") under which
the corporation, upon not less than 30 days' notice, and substantially in
the manner provided in subdivision 1(e) of Article V, except as otherwise
limited by applicable law, and as long as there shall be outstanding any
shares of such series, (a) shall redeem 15,000 shares of such series on
September 30 in each year commencing on September 30, 1989, or such lesser
number of shares as shall be outstanding on any such September 30, 1989,
or such less number of shares as shall be outstanding on any such
September 30 (the "mandatory portion:), and (b) may redeem up to an
additional 15,000 shares of such series on each such September 30, at the
price of $100.00 per share, plus an amount equal, to all accumulated and
unpaid dividends thereon to the date of redemption; provided, however,
that such right to redeem an additional 15,000 shares of such series on
any such September 30 shall not be cumulative and shall be lost to the
extent not exercised o any such September 30, provided further, that no
shares of such series may be redeemed through the operation of the Sinking
Fund while the corporation in in arrears in payment of dividends payable
on any shares of preferred stock; provided further, that notwithstanding
the fact that, in accordance with the last paragraph of said subdivision
1(e) of Article V, upon redemption, the shares of such series shall be
cancelled and upon such cancellation shall be restored to the status of
authorized but unissued shares, not classified as to series, the
corporation shall be allowed, at its election, a credit against the
mandatory portion of the Sinking Fund of the shares of such series which
the corporation of the Sinking fund for the shares of such series which
the corporation may have purchase, acquired or redeemed (other than
through the operation of the Sinking Fund) which have not theretofore been
used for the purpose of any such credit; and provided further, that the
mandatory portion corporation shall fail to purchase, redeem or otherwise
acquire during any twelve-month period a sufficient number of shares of
such series to satisfy the amendatory portion of the Sinking fund due on
any September 30, or shall not have a credit available therefor, then, and
in such event, the Restriction on Dividends on and Purchase of Junior
Stock set forth in subdivision 1(b) of Article V shall be operative until
such deficit shall be made up.
For the purpose of this subdivision (g)(i), the term "Interest Cost
to corporation" shall mean the yield to stated maturity of the debt at the
price to be received by the corporation therefor, computed in accordance
generally accepted financial practice, and the term "Dividend Cost to the
corporation" shall mean the percentage yield of the stock obtained by
dividing the annual dividend rate per share by the net proceeds per share
received or to be received by the corporation.
(ii) The designation and number of shares of each series of the Preferred
Stock-$25 Par, and the relative rights, preferences and limitations of the
shares
<PAGE>
of each series, to the extent that the same have been determined by the Board
of Directors and differ from the share so f each other series, are as follows:
(A) 9.75% Cumulative Preferred Stock-$25 Par:
1,600,000 shares; rate of dividends 9.75%, cumulative from December
23, 1975 on all shares issued on or before record date for initial
dividend; redemption prices $25.75 per share if redeemed on or before
December 3,1 990, and $25.25 per share if redeemed on or after January 1,
1991, plus in each case an amount equal to all accumulated and unpaid
dividends thereon to the date of redemption.
(B) 8.70% Cumulative Preferred Stock-$25 Par:
2,000,000 shares; rate of dividends 8.70%, cumulative from September
16, 1976 on all shares issued on or before record date for initial
dividend; redemption price $26.50 per share if redeemed on or before
September 30, 1986, $25.75 per share if redeemed thereafter but on or
before September 39, 1991, and $26.26 per share if redeemed on or after
October1, 11991, plus in each case an amount equal to all accumulated and
unpaid dividends thereon to the date of redemption.
For each series of Preferred Stock and Preferred Stock-$25 Par described
above in this subdivision (g), the amount payable on voluntary liquidation or
dissolution is the redemption price in effect at the date of liquidation or
dissolution, plus an amount equal to all accumulated and unpaid dividends to
the date of payment, whether or not earned or declared.
2. PRE-EMPTIVE RIGHTS:
No holder of shares of stock of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or receive any part of any new
or additional issue of any class of stock of the corporation or any bonds,
debentures, or other securities convertible into Common Stock, in any manner
either than by a public offering by competitive bidding or by an offering to or
through underwriters or investment bankers who shall have agreed to make a
public offering thereof promptly or by a plan for the benefit of employees of
the corporation or any subsidiary thereof, without first offering the same to
the holders of Common stock then outstanding.
3. RESTRICTION OF DIVIDENDS:
No dividends shall be paid on any shares of any class of stock of .the
corporation except out of its earned surplus.
4. CUMULATIVE VOTING
At all elections of directors each holder of Common Stock shall be
entitled to as many votes as shall equal the number of his shares of Common
Stock multiplied by the number of directors to be elected, and the stockholder
may cast all of such votes for a single director or may distribute them among
the number
<PAGE>
to be voted for, or any two or more of them as he may see fit: provided that
whenever holders of Preferred Stock and holders of Preferred Stock-$25 Par,
voting separately as a single class, are entitled to elect directors, (i) each
holder of Preferred Stock shall be entitled to as many votes as shall equal the
number of his shares of stock, and each holder of Preferred Stock-$25 Pat shall
be entitled to as many votes as shall equal one-fourth the number of his shares
of stock, in each case multiplied by the number of directors to be elected by
the holders of Preferred Stock and the holders of Preferred Stock-$25 Par, and
(ii) each number of his shares of stock, multiplied by the number of directors
to be elected by the holders of Common Stock.
5. CERTAIN VOTING REQUIREMENTS:
Except as otherwise required by law or this Certificate of Incorporation,
action by the stockholders to adopt a proposed amendment to this Certificate of
Incorporation or to approve a proposed plan of merger or consolidation
involving the corporation or to approve a proposed sale, lease, exchange or
other disposition of all, or substantially all, the assets of the corporation,
if not in the usual and regular course of its business as course of its
business as conducted by it, or to dissolve, may be taken by the affirmative
vote of a majority of the votes case by the holders of stock of the corporation
entitled to vote thereon and, in addition, if any class or series of stock is
entitled to vote thereon and, in addition, if any class or series of stock is
entitled to vote thereon as a class, by the affirmative vote of a majority f
the votes case in each class vote.
ARTICLE VI.
1. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES:
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 compiled 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 director, officer or employee at
the requires of the corporation. Such right of indemnification shall inure to
the benefit of the legal representative of any such person.
2. CHANGE IN NUMBER OF DIRECTORS, FILLING NEWLY CREATED DIRECTORSHIP:
Except as may be otherwise required by Article V if this Certificate of
Incorporation, the number of directors at any time may be increased or (in the
event of any existing vacancy) diminished by vote of the Board of Directors,
and in case of any such increase the Board of Directors shall have power to
elect each such additional director to hold office until the next succeeding
annual meeting of stockholders and until his successor shall have been elected
and qualified.
<PAGE>
3. REMOVAL AND SUSPENSION OF DIRECTORS:
The Board of Directs, by the affirmative vote of a majority of the
directors in office, may remove a director or directors of or cause where, in
the judgement of such majority, the continuation of the director of directors
in office would be harmful to the corporation and may suspend the director or
directors for a reasonable period pending final determination that cause exists
for such removal.
4. QUORUM OF STOCKHOLDERS:
At any meeting of the stockholders of the corporation, the holders of
stock entitled to case a majority of the votes at the meeting present in person
or represented by proxy, shall constitute a quorum of the stockholders for all
purposes unless the representation of a larger number shall be required by law,
and in that are the representation of the number so required shall constitute a
quorum.
If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend in person or by proxy at the time and place fixed for any
meeting of stockholders, the meeting may be adjourned from time to time by the
vote of a majority of the votes cast by the holders of stock present in person
or represented by proxy at such meeting,without notice other than by
announcement at the meeting, and at any such adjourned meeting held more than
one week after such time the holders of stock entitled to cast 40% of the votes
at such meeting, present in person or represent by proxy, shall constitute a
quorum of the stockholders for all purposes unless the representation of a
larger number shall be required by law, and in that case the representation of
the number so required shall constitute a quorum. At any such adjourned
meeting, whenever held, at which a a quorum shall be present, any business may
be transacted which might have been transacted at the meeting as originally
called.
In any case where the holders of Preferred Stock and the holders of
Preferred Stock-$25 Par are entitled to vote separately as a single class, or
the holders of Common Stock are entitled to vote separately as a single class,
meetings of search such class may be held and adjourned (by the vote of a
majority of the votes cast by the holders of stock of such class present in
person or represented by proxy at such meeting) without notice other than by
announcement at the meeting, separately or together, and quorums of each such
class at any meeting or adjourned meeting thereof shall be the same percentage
of the votes entitled to be cast by the stockholders of such class as is herein
above required for a quorum of stockholders of the corporation entitled to vote
at a meeting or adjourned meeting as the case may be.
<PAGE>
ARTICLE VII
The number of directors constituting the current Board of Directors of the
corporation is 13. The names and addresses of the directors constituting its
current Board of Directors are as follows:
Dr. James R. Cowan ........... 15 South Ninth Street
Newark, New Jersey 07107
T.J. Dermont Dunphy .......... Park 80 Plaza East
Saddle Brook, New Jersey 07662
Robert R. Ferguson, Jr. ..... 550 Broad Street
Newark, New Jersey 07102
Irwin Lerner ................. Hoffmann-La Roche Inc.
Nutley, New Jersey 07110
William E. Marfuggi .......... 1 Victory Plaza
Newark, New Jersey 07102
Marilyn M. Pfaltz ............ 118 Prospect Street
Summit, New Jersey 07901
James C. Pitney .............. 163 Madison Avenue
Morristown, New Jersey 07960
Dr. Kenneth C. Rogers ........ Stevens Institute of Technology
Hoboken, New Jersey 07030
Verdell L. Roundtree ......... 609 Belvidere Avenue
Plainfield, New Jersey 07062
Robert I. Smith .............. 9 Holly Banks Lane West
Dunes
Beach Haven
New Jersey
Harold W. Sonn ............... 80 Park Plaza
Newark, New Jersey 07101
Robert V. Van Fossan ......... 520 Broad Street
Newark, New Jersey 07101
Josh S. Weston ............... One ADP Boulevard
Roseland, New Jersey 07068
<PAGE>
In WITNESS WHEREOF, Public Service Electric and Gas Company has caused
this Restated Certificate Incorporation to be duly executed this 17th day of
April, 1996.
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
HAROLD W. SONN
BY ________________________
(HAROLD W. SONN)
Chairman of the Board, President
and Chief Executive Officer
Attest:
MARION F. REYNOLDS
Marion F. Reynolds
(Assistant Secretary)
(CORPORATE SEAL)
<PAGE>
EXHIBIT 3A(2)
FILED
FEB 18 1987
JANE BURGIO
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
Public Service Electric and Gas Company, a New Jersey Corporation, does
hereby certify, pursuant to Subsection 14A:9-4(3) of the New Jersey Business
Corporation Act, as amended, that:
(1) The name of this Corporation is "Public Service Electric and Gas
Company".
(2) The Restated Certificate of Incorporation of Public Service Electric
and Gas Company has been amended to add a new Section 5 to Article VI
to read as follows:
"5. 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 of 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."
(3) The date of adoption of the amendment described in paragraph 2 above,
by the stockholder entitled to vote thereon, was February 17, 1987.
(4) The number of shares entitled to vote on said amendment, all of which
shares were cast in favor of said amendment, were 132,450,344 shares.
<PAGE>
In Witness whereof, said Public Service Electric and Gas Company has made
this Certificate this 17th day of February, 1987.
PUBLIC SERVICE ELECTRIC AND
GAS COMPANY
(Corporate Seal) By: E. JAMES FERLAND
E. James Ferland
Chairman of the Board
President and Chief Executive
Officer
Attest:
M. F. Reynolds
Assistant Secretary
<PAGE>
EXHIBIT 3a(3)
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
FILED
JUN 17 1992
DANIEL J. DALTON
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
------------------------
ESTABLISHING 7.44% CUMULATIVE PREFERRED STOCK
AS A SERIES OF THE PREFERRED STOCK.
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE ELECTRIC
AND GAS COMPANY
------------------------
Public Service Electric and Gas Company, a New Jersey corporation, does
hereby certify, pursuant to subsection 14A:7-2(4) of the New Jersey Business
Corporation Act, that:
(a) The name of this corporation is "Public Service Electric and
Gas Company".
(b) The following is a copy of resolutions of the Board of
Directors of said corporation, amending the Restated Certificate of
Incorporation of said corporation dated May 1, 1986, as amended, pursuant
to subsections 14A:7-2(2) and 14A:7-2(3) of the New Jersey Business
Corporation Act and subdivision 1 of Article V of said Restated
Certificate of Incorporation:
"Resolved, that a series of Preferred Stock of this Company,
designated '7.44% Cumulative Preferred Stock' (hereinafter in these
resolutions sometimes referred to as the 'New Preferred Stock'), and
consisting of 750,000 shares of the par value of $100 each, be and
the same is hereby created and established as a series within the
7,500,000 shares of Preferred Stock (Par Value $100 per share) of
this Company presently authorized by this Company's Restated
Certificate of Incorporation dated May 1, 1986, as amended, of which
4,299,942 shares are presently issued and outstanding;
"Further Resolved, that the relative rights, preferences and
limitations of the shares of the New Preferred Stock, in the respects
in which the shares of such series vary from shares of other series
of the Preferred Stock of this Company, are hereby determined to be
as follows:
(1) the annual rate of dividends payable on shares of
such series shall be 7.44% and the date from which such
dividends shall be cumulative on all shares of such series
issued on or before the record date for the initial dividend
thereon shall be June 23, 1992;
(2) the prices at which shares of such series may be
redeemed (other than through the operation of the Sinking Fund
established in paragraph (4) below) shall be as follows:
<PAGE>
if redeemed on or before May 31, 1998, $ 103.72,
if redeemed thereafter but on or before May 31, 1999, $ 102.98,
if redeemed thereafter but on or before May 31, 2000, $ 102.24,
if redeemed thereafter but on or before May 31, 2001, $ 101.49,
if redeemed thereafter but on or before May 31, 2002, $ 100.75,
and
if redeemed thereafter, $ 100.00,
plus in each case an amount equal to all accumulated and unpaid
dividends thereon to the date of redemption; provided, however,
that prior to June 1, 1997 none of the shares of such series may
be redeemed;
(3) the amount which shall be paid to the holders of
shares of such series on voluntary liquidation or dissolution of
this Company shall be the redemption price thereof established
in paragraph (2) above in effect at the date of such liquidation
or dissolution, plus an amount equal to all accumulated and
unpaid dividends thereon to the date of such payment, whether or
not such dividends shall have been earned or declared; and
(4) there shall be a sinking fund (herein called the
'Sinking Fund') for the benefit of the shares of such series,
under which, upon not less than 30 days' notice, and
substantially in the manner provided in subdivision 1(e) of
Article V of this Company's Restated Certificate of
Incorporation, as amended, this Company, except as otherwise
limited by applicable law and as long as there shall be
outstanding any shares of such series, (a) shall redeem 37,500
shares of such series on June 1 in each year commencing on June
1, 2002, or such lesser number of shares as shall be outstanding
on any such June 1 and (b) shall redeem the remaining shares of
such series on June 1, 2007, each such redemption shall be made
at the price of $100.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of
redemption; provided however, that no shares of such series may
be redeemed through the operation of the Sinking Fund while the
Company is in arrears in the payment of dividends payable on any
shares of Preferred Stock of this Company; provided further,
that notwithstanding the fact that, in accordance with the last
paragraph of said subdivision 1(e) of Article V, upon
redemption, the shares of such series shall be cancelled and
upon such cancellation shall be restored to the status of
authorized but unissued shares, not classified as to series,
this Company shall be allowed, at its election, a credit against
the Sinking Fund for shares of such series which this Company
may have purchased, acquired or redeemed (other than through the
<PAGE>
operation of the Sinking Fund) which have not theretofore been
used for the purpose of any such credit; and provided further,
that the Sinking Fund shall be cumulative, and that if for any
reason this Company shall fail to purchase, redeem or otherwise
acquire during any twelve-month period a sufficient number of
shares of such series to satisfy the Sinking Fund due on any
June 1, or shall not have a credit available therefor, then, and
in such event, the Restrictions on Dividends on and Purchase of
Junior Stock set forth in subdivision 1(b) of Article V of this
Company's Restated Certificate of Incorporation, as amended,
shall be operative until such deficit shall be made up;
"Further Resolved, that the Restated Certificate of
Incorporation of this Company dated May 1, 1986, as amended, be and
it hereby is amended so that the designation and number of shares of
such series and the relative rights, preferences and limitations of
such series, in the respects in which the shares of such series vary
from shares of other series of the Preferred Stock of this Company,
are as stated in these resolutions; and
"Further Resolved, that the proper officers of this Company be
and they hereby are authorized and directed to execute on behalf of
this Company and to file in the office of the Secretary of State of
the State of New Jersey a certificate of amendment to the Restated
Certificate of Incorporation, as amended, of this Company setting
forth a copy of these resolutions, as required by subsection
14A:7-2(4) of the New Jersey Business Corporation Act."
(c) The foregoing resolutions were duly adopted by the Board of
Directors of said corporation at a meeting duly called and held on June
16, 1992, at which a quorum was present and acting throughout.
(d) The Restated Certificate of Incorporation of this corporation
dated May 1, 1986, as amended, is further amended so that the designation
and number of shares of the 7.44% Cumulative Preferred Stock of said
corporation, and the relative rights, preferences and limitations of such
series are as stated in said resolutions.
IN WITNESS WHEREOF, said Public Service Electric and Gas Company has made
this Certificate this 17th day of June, 1992.
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
By R. EDWIN SELOVER
(R. EDWIN SELOVER)
(CORPORATE SEAL) Senior Vice President
Attest:
By LINDA J. DECIBUS
(LINDA J. DECIBUS)
Assistant Secretary
<PAGE>
Exhibit 3a(4)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
------------------------
ESTABLISHING 5.97% CUMULATIVE PREFERRED STOCK
AS A SERIES OF THE PREFERRED STOCK.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE ELECTRIC
AND GAS COMPANY
------------------------
Public Service Electric and Gas Company, a New Jersey corporation, does
hereby certify, pursuant to subsection 14A:7-2(4) of the New Jersey Business
Corporation Act, that:
(a) The name of this corporation is "Public Service Electric and Gas
Company".
(b) The following is a copy of resolutions of the Board of Directors
of said corporation, amending the Restated Certificate of Incorporation
of said corporation dated May 1, 1986, as amended, pursuant to
subsections 14A:7-2(2) and 14A:7-2(3) of the New Jersey Business
Corporation Act and subdivision 1 of Article V of said Restated
Certificate of Incorporation:
"Resolved, that a series of Preferred Stock of this Company,
designated '5.97% Cumulative Preferred Stock' (hereinafter in these
resolutions sometimes referred to as the 'New Preferred Stock'), and
consisting of 750,000 shares of the par value of $100 each, be and
the same is hereby created and established as a series within the
7,500,000 shares of Preferred Stock (Par Value $100 per share) of
this Company presently authorized by this Company's Restated
Certificate of Incorporation dated May 1, 1986, as amended, of which
5,049,942 shares are presently issued and outstanding;
"Further Resolved, that the relative rights, preferences and
limitations of the shares of the New Preferred Stock, in the
respects in which the shares of such series vary from shares of
other series of the Preferred Stock of this Company, are hereby
determined to be as follows:
(1) the annual rate of dividends payable on shares of such
series shall be 5.97% and the date from which such dividends
shall be cumulative on all shares of such series issued on or
before the record date for the initial dividend thereon shall be
March 17, 1993;
(2) the prices at which shares of such series may be
redeemed (other than through the operation of the Sinking Fund
established in paragraph (4) below) shall be as follows:
if redeemed on or before February 28, 1999 $ 102.99,
if redeemed thereafter but on or before February 29,
2000 $ 102.39,
if redeemed thereafter but on or before February 28,
2001 $ 101.80,
if redeemed thereafter but on or before February 28,
2002 $ 101.20,
1
<PAGE>
if redeemed thereafter but on or before February 28,
2003 $ 100.60,
and if redeemed thereafter $ 100.00,
plus in each case an amount equal to all accumulated and unpaid
dividends thereon to the date of redemption; provided, however,
that prior to March 1, 1998, none of the shares of such series
may be redeemed;
(3) the amount which shall be paid to the holders of
shares of such series on voluntary liquidation or dissolution of
this Company shall be the redemption price thereof established
in paragraph (2) above in effect at the date of such liquidation
or dissolution, plus an amount equal to all accumulated and
unpaid dividends thereon to the date of such payment, whether or
not such dividends shall have been earned or declared; and
(4) there shall be a sinking fund (herein called the
'Sinking Fund') for the benefit of the shares of such series,
under which, upon not less than 30 days' notice, and
substantially in the manner provided in subdivision 1(e) of
Article V of this Company's Restated Certificate of
Incorporation, as amended, this Company, except as otherwise
limited by applicable law and as long as there shall be
outstanding any shares of such series, (a) shall redeem 37,500
shares of such series on March 1 in each year commencing on
March 1, 2003, or such lesser number of shares as shall be
outstanding on any such March 1 and (b) shall redeem the
remaining shares of such series on March 1, 2008, each such
redemption shall be made at the price of $100.00 per share, plus
an amount equal to all accumulated and unpaid dividends thereon
to the date of redemption; provided however, that no shares of
such series may be redeemed through the operation of the Sinking
Fund while the Company is in arrears in the payment of dividends
payable on any shares of Preferred Stock of this Company;
provided further, that notwithstanding the fact that, in
accordance with the last paragraph of said subdivision 1(e) of
Article V, upon redemption, the shares of such series shall be
cancelled and upon such cancellation shall be restored to the
status of authorized but unissued shares, not classified as to
series, this Company shall be allowed, at its election, a credit
against the Sinking Fund for shares of such series which this
Company may have purchased, acquired or redeemed (other than
through the operation of the Sinking Fund) which have not
theretofore been used for the purpose of any such credit; and
provided further, that the Sinking Fund shall be cumulative, and
that if for any reason this Company shall fail to purchase,
redeem or otherwise acquire during any twelve-month period a
sufficient number of shares of such series to satisfy the
Sinking Fund due on any March 1, or shall not have a credit
available therefor, then, and
2
<PAGE>
in such event, the Restrictions on Dividends on and Purchase of
Junior Stock set forth in subdivision 1(b) of Article V of this
Company's Restated Certificate of Incorporation, as amended,
shall be operative until such deficit shall be made up;
"Further Resolved, that the Restated Certificate of
Incorporation of this Company dated May 1, 1986, as amended, be and
it hereby is amended so that the designation and number of shares of
such series and the relative rights, preferences and limitations of
such series, in the respects in which the shares of such series vary
from shares of other series of the Preferred Stock of this Company,
are as stated in these resolutions; and
"Further Resolved, that the proper officers of this Company be
and they hereby are authorized and directed to execute on behalf of
this Company and to file in the office of the Secretary of State of
the State of New Jersey a certificate of amendment to the Restated
Certificate of Incorporation of this Company, as amended, setting
forth a copy of these resolutions, as required by subsection
14A:7-2(4) of the New Jersey Business Corporation Act."
(c) The foregoing resolutions were duly adopted by the Board of
Directors of said corporation at a meeting duly called and held on March
10, 1993, at which a quorum was present and acting throughout.
(d) The Restated Certificate of Incorporation of this corporation
dated May 1, 1986, as amended, is further amended so that the designation
and number of shares of the 5.97% Cumulative Preferred Stock of said
corporation, and the relative rights, preferences and limitations of such
series are as stated in said resolutions.
IN WITNESS WHEREOF, said Public Service Electric and Gas Company has made
this Certificate this 11th day of March, 1993.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By FRANCIS J. RIEPL
....................................
(FRANCIS J. RIEPL)
Vice President
Attest:
EDWARD J. BIGGINS, JR.
......................................
(EDWARD J. BIGGINS, JR.)
Assistant Secretary
3
<PAGE>
Exhibit 3a(5)
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
FILED
JAN 27, 1994
LONNA R. HOOKS
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
------------------------
ESTABLISHING THE 6.92% CUMULATIVE PREFERRED STOCK
AND THE 6.75% CUMULATIVE PREFERRED STOCK
AS SERIES OF THE PREFERRED STOCK.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PUBLIC SERVICE ELECTRIC
AND GAS COMPANY
------------------------
Public Service Electric and Gas Company, a New Jersey corporation, does
hereby certify, pursuant to subsection 14A:7-2(4) of the New Jersey Business
Corporation Act, that:
(a) The name of this corporation is "Public Service Electric and Gas
Company".
(b) The following is a copy of resolutions of the Board of Directors
of said corporation, amending the Restated Certificate of Incorporation of
said corporation dated May 1, 1986, as amended, pursuant to subsections
14A:7-2(2) and 14A:7-2(3) of the New Jersey Business Corporation Act and
subdivision 1 of Article V of said Restated Certificate of Incorporation:
"Resolved, that a series of Preferred Stock of this Company,
designated the '6.92% Cumulative Preferred Stock' (hereinafter in these
resolutions sometimes referred to as the '6.92% Preferred Stock'), and
consisting of 600,000 shares of the par value of $100 each, be and the
same is hereby created and established as a series within the 7,500,000
shares of Preferred Stock (Par Value $100 per share) of this Company
presently authorized by this Company's Restated Certificate of
Incorporation dated May 1, 1986, as amended, of which 5,799,942 shares
are presently issued and outstanding;
Further Resolved, that the relative rights, preferences and
limitations of the shares of the 6.92% Preferred Stock, in the respects
in which the shares of such series vary from shares of other series of
the Preferred Stock of this Company, are hereby determined to be as
follows:
(1) the annual rate of dividends payable on shares of such
series shall be 6.92% and the date from which such dividends
shall be cumulative on all shares of such series issued on or
before the record date for the initial dividend thereon shall be
February 3, 1994;
<PAGE>
(2) the prices at which shares of such series may be redeemed
shall be as follows:
if redeemed on or before January 31, 2005 $103.46
if redeemed thereafter, but on or before January 31, 2006, $103.12
if redeemed thereafter, but on or before January 31, 2007, $102.77
if redeemed thereafter, but on or before January 31, 2008, $102.43
if redeemed thereafter, but on or before January 31, 2009, $102.08
if redeemed thereafter, but on or before January 31, 2010, $101.73
if redeemed thereafter, but on or before January 31, 2011, $101.39
if redeemed thereafter, but on or before January 31, 2012, $101.04
if redeemed thereafter, but on or before January 31, 2013, $100.70
if redeemed thereafter, but on or before January 31, 2014, $100.35
and if redeemed thereafter $100.00
plus, in each case, an amount equal to all accumulated and unpaid
dividends thereon to the date of redemption; provided, however,
that prior to February 1, 2004, none of the shares of such series
may be redeemed;
(3) the amount which shall be paid to the holders of shares
of such series on voluntary liquidation or dissolution of this
Company shall be the redemption price thereof established in
paragraph (2) above in effect at the date of such liquidation or
dissolution, plus an amount equal to all accumulated and unpaid
dividends thereon to the date of such payment, whether or not
such dividends shall have been earned or declared;
Further Resolved, that the Restated Certificate of Incorporation
of this Company dated May 1, 1986, as amended, be and it hereby is
amended so that the designation and number of shares of such series and
the relative rights, preferences and limitations of such series, in the
respects in which the shares of such series vary from shares of other
series of the Preferred Stock of this Company, are as stated in these
resolutions; and
Further Resolved, that the proper officers of this Company be and
they hereby are authorized and directed to execute on behalf of this
Company and to file in the office of the Secretary of State of the
State of New Jersey a certificate of amendment to the Restated
Certificate ofIncorporation of this Company, as amended, setting forth
a copy of these resolutions, as required by subsection 14A:7-2(4) of
the New Jersey Business Corporation Act.
Resolved, that a series of Preferred Stock of this Company,
designated '6.75% Cumulative Preferred Stock' (hereinafter in these
resolutions sometimes referred to as the '6.75% Preferred Stock'), and
consisting of 600,000 shares of the par value of $25 each, be and the
same is
2
<PAGE>
hereby created and established as a series within the 10,000,000 shares
of Preferred Stock --$25 Par of this Company presently authorized by
this Company's Restated Certificate of Incorporation dated May 1, 1986,
as amended, none of which is presently issued and outstanding;
Further Resolved, that the relative rights, preferences and
limitations of the shares of the New Preferred Stock, in the respects
in which the shares of such series vary from shares of other series of
the Preferred Stock of this Company, are hereby determined to be as
follows:
(1) the annual rate of dividends payable on shares of such
series shall be 6.75% and the date from which such dividends
shall be cumulative on all shares of such series issued on or
before the record date for the initial dividend thereon shall be
February 3, 1994;
(2) shares of such series may be redeemed at Par plus an
amount equal to all accumulated and unpaid dividends thereon to
the date of redemption; provided, however, that prior to February
1, 1999, none of the shares of such series may be redeemed;
(3) the amount which shall be paid to the holders of shares
of such series on voluntary liquidation or dissolution of this
Company shall be Par plus an amount equal to all accumulated and
unpaid dividends thereon to the date of such payment, whether or
not such dividends shall have been earned or declared; and
Further Resolved, that the Restated Certificate of Incorporation
of this Company dated May 1, 1986, as amended, be and it hereby is
amended so that the designation and number of shares of such series and
the relative rights, preferences and limitations of such series, in the
respects in which the shares of such series vary from shares of other
series of the Preferred Stock of this Company, are as stated in these
resolutions; and
Further Resolved, that the proper officers of this Company be and
they hereby are authorized and directed to execute on behalf of this
Company and to file in the office of the Secretary of State of the
State of New Jersey a certificate of amendment to the Restated
Certificate of Incorporation of this Company, as amended, setting forth
a copy of these resolutions, as required by subsection 14A:7-2(4) of
the New Jersey Business Corporation Act."
(c) The foregoing resolutions were duly adopted by the Board of
Directors of said corporation at a meeting duly called and held on January
27, 1994, at which a quorum was present and acting throughout.
(d) The Restated Certificate of Incorporation of this corporation
dated May 1, 1986, as amended, is further amended so that the designation
and number of shares of the 6.92% Cumulative Preferred Stock and the 6.75%
3
<PAGE>
Cumulative Preferred Stock of said corporation, and the relative rights,
preferences and limitations of such series are as stated in said
resolutions.
IN WITNESS WHEREOF, said Public Service Electric and Gas Company has made
this Certificate this 27th day of January, 1994.
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
By FRANCIS J. RIEPL
FRANCIS J. RIEPL
Vice President
[CORPORATE SEAL]
Attest:
By EDWARD J. BIGGINS, JR.
EDWARD J. BIGGINS, JR.
Assistant Secretary
4
<PAGE>
SUPPLEMENTAL MORTGAGE
- ------------------------------------------------------------------------------
Supplemental Indenture
DATED FEBRUARY 1, 1994
------------------
SUPPLEMENTAL TO
FIRST AND REFUNDING MORTGAGE
DATED AUGUST 1, 1924
------------------
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
TO
FIRST FIDELITY BANK, NATIONAL ASSOCIATION,
TRUSTEE
765 BROAD STREET
NEWARK, NEW JERSEY 07101
------------------
PROVIDING FOR THE ISSUE
OF
FIRST AND REFUNDING MORTGAGE BONDS,
POLLUTION CONTROL SERIES O
- ------------------------------------------------------------------------------
- --
RECORD IN MORTGAGE BOOK AND RETURN TO:
JAMES T. FORAN, ESQ.
80 PARK PLAZA, T5B
P.O. BOX 570
NEWARK, N.J. 07101
This instrument prepared by
DONALD S. LEIBOWITZ
(DONALD S. LEIBOWITZ, ESQ.)
<PAGE>
TABLE OF CONTENTS
------------------
PAGE
----
RECITALS................................................................ 1
FORM OF BOND............................................................ 4
FORM OF CERTIFICATE OF AUTHENTICATION................................... 8
GRANTING CLAUSES........................................................ 8
ARTICLE I.
BONDS OF THE POLLUTION CONTROL SERIES O.
DESCRIPTION OF POLLUTION CONTROL SERIES O............................... 10
ARTICLE II.
REDEMPTION OF BONDS--POLLUTION CONTROL SERIES O.
SECTION 2.01. Redemption--Redemption Prices........................... 11
SECTION 2.02. Notice of Redemption.................................... 13
SECTION 2.03. Interest on Called Bonds to Cease....................... 14
SECTION 2.04. Bonds Called in Part.................................... 14
SECTION 2.05. Provisions of Indenture not Applicable.................. 15
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Pollution Control
Series O.............................................. 15
SECTION 3.02. Additional Restrictions on Authentication of Additional
Bonds Under Indenture................................. 15
SECTION 3.03. Restriction on Dividends................................ 15
SECTION 3.04. Use of Facsimile Seal and Signatures.................... 16
SECTION 3.05. Effective Period of Supplemental Indenture.............. 16
SECTION 3.06. Credits with Respect to Payments........................ 16
SECTION 3.07. Time for Making of Payment.............................. 17
SECTION 3.08. Effect of Approval of Board of Regulatory
Commissioners of the State of New Jersey.............. 17
SECTION 3.09. Execution in Counterparts............................... 17
Acknowledgments......................................................... 18
Certificate of Residence................................................ 20
<PAGE>
SUPPLEMENTAL INDENTURE, dated the 1st day of February, 1994, for
convenience of reference and effective from the time of execution and delivery
hereof, between PUBLIC SERVICE ELECTRIC AND GAS COMPANY, a corporation
organized under the laws of the State of New Jersey, hereinafter called the
"Company", party of the first part, and FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, a national banking association organized under the laws of the
United States of America, as Trustee under the indenture dated August 1, 1924,
below mentioned, hereinafter called the "Trustee", party of the second part.
WHEREAS, on July 25, 1924, the Company executed and delivered to Fidelity
Union Trust Company (now known as First Fidelity Bank, National Association), a
certain indenture dated August 1, 1924 (hereinafter called the "Indenture"), to
secure and to provide for the issue of First and Refunding Mortgage Gold Bonds
of the Company; and
WHEREAS, the Indenture has been recorded in the following counties of the
State of New Jersey, in the offices, and therein in the books and at the pages,
as follows:
PAGE
COUNTY OFFICE BOOK NUMBER NUMBER
- -------------- ----------- -------------------------------- ---------------
Atlantic Clerk's 1955 of Mortgages 160
Bergen Clerk's 94 of Chattel Mortgages 123 etc.
693 of Mortgages 88 etc.
Burlington Clerk's 52 of Chattel Mortgages Folio 8 etc.
177 of Mortgages Folio 354 etc.
Camden Register's 45 of Chattel Mortgages 184 etc.
239 of Mortgages 1 etc.
Cumberland Clerk's 786 of Mortgages 638 & c.
Essex Register's 437 of Chattel Mortgages 1-48
T-51 of Mortgages 341-392
Gloucester Clerk's 34 of Chattel Mortgages 123 etc.
142 of Mortgages 7 etc.
Hudson Register's 453 of Chattel Mortgages 9 etc.
1245 of Mortgages 484 etc.
Hunterdon Clerk's 151 of Mortgages 344
Mercer Clerk's 67 of Chattel Mortgages 1 etc.
384 of Mortgages 1 etc.
Middlesex Clerk's 113 of Chattel Mortgages 3 etc.
437 of Mortgages 294 etc.
Monmouth Clerk's 951 of Mortgages 291 & c.
Morris Clerk's N-3 of Chattel Mortgages 446 etc.
F-10 of Mortgages 269 etc.
Ocean Clerk's 1809 of Mortgages 40
Passaic Register's M-6 of Chattel Mortgages 178 etc.
R-13 of Mortgages 268 etc.
Salem Clerk's 267 of Mortgages 249 & c.
<PAGE>
2
PAGE
COUNTY OFFICE BOOK NUMBER NUMBER
- -------------- ----------- -------------------------------- ---------------
Somerset Clerk's 46 of Chattel Mortgages 207 etc.
N-10 of Mortgages 1 etc.
Sussex Clerk's 123 of Mortgages 10 & c.
Union Register's 128 of Chattel Mortgages 28 & c.
664 of Mortgages 259 etc.
Warren Clerk's 124 of Mortgages 141 etc.
and
WHEREAS, the Indenture has also been recorded in the following counties
of the Commonwealth of Pennsylvania, in the offices, and therein in the books
and at the pages, as follows:
PAGE
COUNTY OFFICE BOOK NUMBER NUMBER
- -------------- ----------- -------------------------------- ---------------
Adams Recorder's 22 of Mortgages 105
Armstrong Recorder's 208 of Mortgages 381
Bedford Recorder's 90 of Mortgages 917
Blair Recorder's 671 of Mortgages 430
Cambria Recorder's 407 of Mortgages 352
Cumberland Recorder's 500 of Mortgages 136
Franklin Recorder's 285 of Mortgages 373
Huntingdon Recorder's 128 of Mortgages 47
Indiana Recorder's 197 of Mortgages 281
Lancaster Recorder's 984 of Mortgages 1
Montgomery Recorder's 5053 of Mortgages 1221
Westmoreland Recorder's 1281 of Mortgages 198
York Recorder's 31-V of Mortgages 446
and
WHEREAS, the Indenture granted, bargained, sold, aliened, remised,
released, conveyed, confirmed, assigned, transferred and set over unto the
Trustee certain property of the Company, more fully set forth and described in
the Indenture, then owned or which might thereafter be acquired by the Company;
and
WHEREAS, the Company, by various supplemental indentures, supplemental
to the Indenture, the last of which was dated November 1, 1993, has granted,
bargained, sold, aliened, remised, released, conveyed, confirmed, assigned,
transferred and set over unto the Trustee certain property of the Company
acquired by it after the execution and delivery of the Indenture; and
WHEREAS, since the execution and delivery of said supplemental indenture
dated November 1, 1993, the Company has acquired property which, in
<PAGE>
3
accordance with the provisions of the Indenture, is subject to the lien thereof
and the Company desires to confirm such lien; and
WHEREAS, the Indenture has been amended or supplemented from time to
time; and
WHEREAS, it is provided in the Indenture that no bonds other than those
of the 5 1/2% Series due 1959 therein authorized may be issued thereunder
unless a supplemental indenture providing for the issue of such additional
bonds shall have been executed and delivered by the Company to the Trustee; and
WHEREAS, The Pollution Control Financing Authority of Salem County (New
Jersey) (the "Authority") is making provision for the issuance and sale of its
Pollution Control Revenue Bonds, 1994 Series A (Public Service Electric and Gas
Company Project) (the "1994 Series A Authority Bonds") the proceeds of which
will be loaned to the Company to finance a portion of the Company's 95% share
of the costs of certain pollution control facilities (the "Project") at the
Hope Creek Generating Station (the "Station") in Lower Alloways Creek Township,
Salem County, New Jersey; and
WHEREAS, the 1994 Series A Authority Bonds are to be issued under an
Indenture of Trust dated as of May 1, 1993, as previously supplemented and
amended and as further supplemented by the Third Supplemental Indenture dated
as of February 1, 1994 (the "Authority Indenture"), between the Authority and
First Fidelity Bank, National Association, as trustee (the "Authority
Trustee"); and
WHEREAS, the Company has entered into a Pollution Control Facilities Loan
Agreement dated as of May 1, 1993, as supplemented (the "Agreement"), with the
Authority providing, among other things, for the loan by the Authority to the
Company of funds to finance a portion of the costs of the Project and for the
issuance by the Company to the Authority Trustee, as assignee of the Authority,
of First and Refunding Mortgage Bonds of the Company to evidence the Company's
obligation to repay said loan, and for such purposes the Company desires to
provide for the issue of $50,000,000 aggregate principal amount of bonds
secured by the Indenture of a series to be
<PAGE>
4
designated as "First and Refunding Mortgage Bonds, Pollution Control Series O"
(hereinafter sometimes called "Pollution Control Series O"); and
WHEREAS, the text of the bonds of the Pollution Control Series O and of
the certificate of authentication to be borne by the bonds of the Pollution
Control Series O shall be substantially of the following tenor:
[FORM OF BOND]
This Bond is not transferable except as provided in the Indenture of Trust
dated as of May 1, 1993, as previously supplemented and amended and as further
supplemented by the Third Supplemental Indenture dated as of February 1, 1994,
between The Pollution Control Financing Authority of Salem County (New Jersey)
and First Fidelity Bank, National Association, as trustee (the "Authority
Indenture").
REGISTERED REGISTERED
NUMBER AMOUNT
R-
$50,000,000
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
POLLUTION CONTROL SERIES O
Public Service Electric and Gas Company (hereinafter called the
"Company"), a corporation of the State of New Jersey, for value received,
hereby promises to pay to First Fidelity Bank, National Association, as trustee
under the Authority Indenture, or registered assigns, the principal sum of
Fifty Million Dollars, on February 1, 2032, and to pay interest thereon from
the date hereof, at the rate of 5.45% per annum, and until payment of said
principal sum, such interest to be payable February 1 and August 1 in each
year.
Both the principal hereof and interest hereon shall be paid at the
principal office of First Fidelity Bank, National Association in the City of
Newark, State of New Jersey, or at the corporate trust office of any paying
agent appointed by the Company, in such coin or currency of the United States
of
<PAGE>
5
America as at the time of payment shall constitute legal tender for the payment
of public and private debts.
This Bond is one of the First and Refunding Mortgage Bonds of the Company
issued and to be issued under and pursuant to, and all equally secured by, an
indenture of mortgage or deed of trust dated August 1, 1924, between the
Company and First Fidelity Bank, National Association (formerly known as
Fidelity Union Trust Company), a national banking association of the United
States of America, as Trustee, as supplemented and amended by the supplemental
indentures thereto, including the supplemental indenture dated February 1,
1994. This Bond is one of the Bonds of the Pollution Control Series O, which
series is limited to the aggregate principal amount of $50,000,000 and is
issued pursuant to said supplemental indenture dated February 1, 1994.
Reference is hereby made to said indenture and all supplements thereto for a
specification of the principal amount of Bonds from time to time issuable
thereunder, and for a description of the properties mortgaged and conveyed or
assigned to said Trustee or its successors, the nature and extent of the
security, and the rights of the holders of said Bonds and any coupons
appurtenant thereto, and of the Trustee in respect of such security.
In and by said indenture, as amended and supplemented, it is provided that
with the written approval of the Company and the Trustee, any of the provisions
of said indenture may from time to time be eliminated or modified and other
provisions may be added thereto provided the change does not alter the annual
interest rate, redemption price or date, date of maturity or amount payable on
maturity of any then outstanding Bond or conflict with the Trust Indenture Act
of 1939 as then in effect, and provided the holders of 85% in principal amount
of the Bonds secured by said indenture and then outstanding (including, if such
change affect the Bonds of one or more series but less than all series then
outstanding, a like percentage of the then outstanding Bonds of each series
affected by such change, and excluding Bonds owned or controlled by the Company
or by the parties owning at least 10% of the outstanding voting stock of the
Company, as more fully specified in said indenture) consent in writing thereto,
all as more fully set forth in said indenture, as amended and supplemented.
<PAGE>
6
First and Refunding Mortgage Bonds issuable under said indenture are
issuable in series, and the Bonds of any series may be for varying principal
amounts and in the form of coupon Bonds and of registered Bonds without
coupons, and the Bonds of any one series may differ from the Bonds of any other
series as to date, maturity, interest rate and otherwise, all as in said
indenture provided and set forth. The Bonds of the Pollution Control Series O,
in which this Bond is included, are designated "First and Refunding Mortgage
Bonds, Pollution Control Series O".
In case of the happening of an event of default as specified in said
indenture and in the supplemental indenture dated March 1, 1942 supplemental
thereto, the principal sum of the Bonds of this issue may be declared or may
become due and payable forthwith, in the manner and with the effect in said
indenture provided.
The Bonds of this series are subject to redemption as provided in said
supplemental indenture dated February 1, 1994.
This Bond is transferable, but only as provided in the Indenture of Trust
dated as of May 1, 1993, as previously supplemented and amended and as further
supplemented by the Third Supplemental Indenture dated as of February 1, 1994,
made by The Pollution Control Financing Authority of Salem County (New Jersey)
to First Fidelity Bank, National Association, as trustee, upon surrender
hereof, by the registered owner in person or by attorney duly authorized in
writing, at the principal office of the Trustee; upon any such transfer a new
Bond similar hereto will be issued to the transferee. No service charge shall
be made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto. The Company and the Trustee and any paying agent may deem and
treat the person in whose name this Bond is registered as the absolute owner
hereof for the purpose of receiving payment of or on account of the principal
hereof and the interest hereon and for all other purposes; and neither the
Company nor the Trustee nor any paying agent shall be affected by any notice to
the contrary.
The Bonds of this series are issuable only in fully registered form, in
any denomination authorized by the Company.
<PAGE>
7
No recourse under or upon any obligation, covenant or agreement contained
in said indenture or in any indenture supplemental thereto, or in any Bond or
coupon issued thereunder, or because of any indebtedness arising thereunder,
shall be had against any incorporator, or against any past, present or future
stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise; it being expressly agreed and understood that said indenture, any
indenture supplemental thereto and the obligations issued thereunder, are
solely corporate obligations, and that no personal liability whatever shall
attach to, or be incurred by, such incorporators, stockholders, officers or
directors, as such, of the Company, or of any successor corporation, or any of
them, because of the incurring of the indebtedness thereby authorized, or under
or by reason of any of the obligations, covenants or agreements contained in
the indenture or in any indenture supplemental thereto or in any of the Bonds
or coupons issued thereunder, or implied therefrom.
This Bond shall not be entitled to any security or benefit under said
indenture, as amended and supplemented, and shall not become valid or
obligatory for any purpose, until the certificate of authentication, hereon
endorsed, shall have been signed by First Fidelity Bank, National Association,
as Trustee, or by its successor in trust under said indenture.
IN WITNESS WHEREOF, the Company has caused this Bond to be duly executed
by its proper officers under its corporate seal.
Dated
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY,
By
(Vice) President
(Seal)
Attest:
(Assistant) Secretary
<PAGE>
8
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds of the series designated therein which are
described in the within-mentioned indenture and supplemental indenture dated
February 1, 1994, as secured thereby.
FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, TRUSTEE,
BY
Authorized Signatory
------------------------
WHEREAS, the execution and delivery of this supplemental indenture have
been duly authorized by the Board of Directors of the Company; and
WHEREAS, the Company represents that all things necessary to make the
bonds of the Pollution Control Series O hereinafter described, when duly
authenticated by the Trustee and issued by the Company, valid, binding and
legal obligations of the Company, and to make this supplemental indenture a
valid and binding agreement supplemental to the Indenture, have been done and
performed:
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that the Company,
in consideration of the premises and the execution and delivery by the Trustee
of this supplemental indenture, and in pursuance of the covenants and
agreements contained in the Indenture and for other good and valuable
consideration, the receipt of which is hereby acknowledged, has granted,
bargained, sold, aliened, remised, released, conveyed, confirmed, assigned,
transferred and set over, and by these presents does grant, bargain, sell,
alien, remise, release, convey, confirm, assign, transfer and set over unto the
Trustee, its successors and assigns, forever, all the right, title and interest
of the Company in and to all property of every kind and description (except
cash, accounts and bills receivable and all merchandise bought, sold or
manufactured for sale in the ordinary course of the Company's business, stocks,
bonds or other corporate obligations or securities, other than such as are
described in Part V of the Granting Clauses of the Indenture, not acquired with
the proceeds of bonds secured by the Indenture, and except as in the
<PAGE>
9
Indenture and herein otherwise expressly excluded) acquired by the Company
since the execution and delivery of the supplemental indenture dated November
1, 1993, supplemental to the Indenture (except any such property duly released
from, or disposed of free from, the lien of the Indenture, in accordance with
the provisions thereof) and all such property which at any time hereafter may
be acquired by the Company;
All of which property it is intended shall be included in and granted by
this supplemental indenture and covered by the lien of the Indenture as
heretofore and hereby amended and supplemented;
UNDER AND SUBJECT to any encumbrances or mortgages existing on property
acquired by the Company at the time of such acquisition and not heretofore
discharged of record; and
SUBJECT, also, to the exceptions, reservations and provisions in the
Indenture and in this supplemental indenture recited, and to the liens,
reservations, exceptions, limitations, conditions and restrictions imposed by
or contained in the several deeds, grants, franchises and contracts or other
instruments through which the Company acquired or claims title to the aforesaid
property; and SUBJECT, also, to existing leases, to liens on easements or
rights of way, to liens for taxes, assessments and governmental charges not in
default or the payment of which is deferred, pending appeal or other contest by
legal proceedings, pursuant to Section 4 of Article Five of the Indenture, or
the payment of which is deferred pending billing, transfer of title or final
determination of amount, to easements for alleys, streets, highways, rights of
way and railroads that may run across or encroach upon the said property, to
joint pole and similar agreements, to undetermined liens and charges, if any,
incidental to construction, and other encumbrances permitted by the Indenture
as heretofore and hereby amended and supplemented;
TO HAVE AND TO HOLD the property hereby conveyed or assigned, or intended
to be conveyed or assigned, unto the Trustee, its successor or successors and
assigns, forever;
IN TRUST, NEVERTHELESS, upon the terms, conditions and trusts set forth in
the Indenture as heretofore and hereby amended and supplemented, to the end
that the said property shall be subject to the lien of the Indenture as
heretofore and hereby amended and supplemented, with the same force and
<PAGE>
10
effect as though said property had been included in the Granting Clauses of the
Indenture at the time of the execution and delivery thereof;
AND THIS SUPPLEMENTAL INDENTURE FURTHER WITNESSETH that for the
considerations aforesaid, it is hereby covenanted between the Company and the
Trustee as follows:
ARTICLE I.
BONDS OF THE POLLUTION CONTROL SERIES O.
The series of bonds authorized by this supplemental indenture to be issued
under and secured by the Indenture shall be designated "First and Refunding
Mortgage Bonds, Pollution Control Series O"; shall be limited to the aggregate
principal amount of $50,000,000; shall be issued initially to the Authority
Trustee, as assignee of the Authority, to evidence the Company's obligation to
repay the loan to finance a portion of the costs of the Project made pursuant
to the Agreement; and shall mature and bear interest as set forth in the form
of bond hereinbefore described; provided, however, that the Company shall
receive certain credits against principal and interest obligations as set forth
in Section 3.06 hereof. The date of each bond of the Pollution Control Series O
shall be the semi-annual interest payment date next preceding the date of
authentication, unless such date of authentication be an interest payment date,
in which case the date shall be the date of authentication, or unless such date
of authentication be prior to the first semi-annual interest payment date, in
which case the date shall be February 1, 1994.
Bonds of the Pollution Control Series O shall be issued as fully
registered bonds in any denomination authorized by the Company. Interest on
bonds of the Pollution Control Series O shall be payable semi-annually on
February 1 and August 1 of each year, payable initially on August 1, 1994, and
shall be payable as to both principal and interest in such coin or currency of
the United States of America as at the time of payment shall constitute legal
tender for the payment of public and private debts, at the principal office of
the Trustee, or at the corporate trust office of any paying agent appointed by
the Company.
Bonds of the Pollution Control Series O shall be transferable (but only as
provided in the Authority Indenture) upon surrender thereof for cancellation
<PAGE>
11
by the registered owner in person or by attorney duly authorized in writing at
said office of the Trustee.
The Company hereby waives any right to make a charge for any transfer of
bonds of the Pollution Control Series O, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.
ARTICLE II.
REDEMPTION OF BONDS--POLLUTION CONTROL SERIES O.
SECTION 2.01. Redemption--Redemption Prices. Bonds of the Pollution
Control Series O shall be subject to redemption prior to maturity, but if in
part only in integral multiples of $5,000, under the conditions and upon the
payment of the amounts specified in the following subsections, together in each
case with interest accrued to the redemption date:
(a) at the option of the Company, on any date on or after February 1,
2004, either as a whole or in part, at the following redemption prices,
expressed in percentages of the principal amount of the bonds to be
redeemed:
REDEMPTION PERIOD REDEMPTION PRICE
- -------------------------------------------------------------------------------
February 1, 2004 through January 31, 2005.................... 102%
February 1, 2005 through January 31, 2006.................... 101%
February 1, 2006 and thereafter.............................. 100%
(b) at the option of the Company, as a whole at any time at 100% of
the principal amount thereof, if any of the following events shall have
occurred and if, within one year of the occurrence of any of the following
events, the Company shall have given evidence to the Trustee and the
Authority Trustee, in each case by a certificate signed by the President
or a Vice President, and by the Secretary or an Assistant Secretary, of
the Company to the effect that one of such events has occurred and is
continuing, and describing the same:
(1) (i) the Station or a substantial portion of the facilities
of the Project shall have been damaged or destroyed to such extent
that (a) the Station or such facilities cannot be reasonably restored
<PAGE>
12
within a period of six months from the date of such damage or
destruction to the condition thereof immediately preceding such
damage or destruction, or (b) the Company is thereby prevented or
likely to be prevented from carrying on its normal operation of the
Station or such facilities for a period of six months from the date
of such damage or destruction, or (c) it would not be practicable or
desirable to rebuild, repair or restore the Station or such
facilities, or (ii) the Salem Nuclear Generating Station, adjacent to
the Station, or a substantial portion of the Salem Nuclear Generating
Station shall have been damaged or destroyed to such extent that the
Company is thereby prevented or likely to be prevented from carrying
on its normal operation of the Station or such facilities for a
period of six months from the date of such damage or destruction; or
(2) title to, or the temporary use of, all or substantially all
of the Station or a substantial portion of the facilities of the
Project shall have been taken or condemned by a competent authority
which taking or condemnation results or is likely to result in the
Company being thereby prevented or likely to be prevented from
carrying on its normal operation of the Station or such facilities
for a period of six months; or
(3) changes in the cost or availability of raw materials,
operating supplies, or facilities or technological or other changes
have made the continued operation of all or substantially all of the
Station or a substantial portion of the facilities of the Project
uneconomical; or
(4) any laws, rules, regulations or orders of any governmental
or regulatory entity shall require a shutdown of the Station or a
substantial portion of the facilities of the Project or prevent the
Company from carrying on its normal operation of the Station or such
facilities, in each case for a period of six months.
(c) in, whole or in part (if, in the opinion of nationally recognized
bond counsel, such partial redemption will preserve the exclusion from
gross income for Federal income tax purposes of interest on the 1994
Series A Authority Bonds) at 100% of the principal amount thereof to be
redeemed, within 180 days after a "final determination" (i.e., the
issuance of a published or private ruling or technical advice) of the
Internal
<PAGE>
13
Revenue Service or a judicial decision in a proceeding by any court of
competent jurisdiction in the United States (from which ruling, advice or
decision no further right of appeal exists), in all cases in which the
Company has participated or been a party or has been given an opportunity
to participate and has failed to do so (no such decree or judgment by any
court or action by the Internal Revenue Service to be considered final
unless the owner of the 1994 Series A Authority Bonds involved in such
proceeding or action has given the Company and the Authority Trustee
prompt written notice of the commencement thereof and offered the Company,
at the Company's expense, the opportunity to control the defense thereof)
that, as a result of a failure by the Company to observe any covenant,
agreement, representation or warranty in the Agreement, the interest
payable on the 1994 Series A Authority Bonds is includable in the gross
income for Federal income tax purposes of the holder thereof, other than a
"substantial user" of the Project or a "related person" as provided in
Section 147(a) of the Internal Revenue Code of 1986.
SECTION 2.02. Notice of Redemption. (a) The election of the Company
under subsection (a) or (b) of Section 2.01 hereof to redeem any of the bonds
of the Pollution Control Series O shall be evidenced by a resolution of the
Board of Directors of the Company calling for redemption on a stated date of
all or, in the case of subsection (a), a stated principal amount thereof. To
exercise it option to redeem the bonds of the Pollution Control Series O under
subsection (a) or (b) of Section 2.01 hereof, the Company shall deliver to the
Trustee, the Authority and the Authority Trustee a certified copy of said
resolution calling all or, in the case of subsection (a), a stated principal
amount of the bonds of the Pollution Control Series O for redemption on a date
not less than 40 days nor more than 90 days from the date said resolution is
delivered. The delivery to the Authority Trustee of a certified copy of such
resolution shall constitute notice to the Authority Trustee of the redemption
referred to therein, on the terms specified therein. The Company shall on or
before such redemption date deposit with the Trustee, as paying agent
hereunder, the total applicable redemption price of all the bonds so called,
with interest accrued thereon to the redemption date, less any credits to which
the Company may be entitled pursuant to Section 3.06 hereof, and the Trustee,
as such paying agent, shall apply such funds on the redemption date to the
redemption of the bonds so called.
<PAGE>
14
(b) The Company shall, within 10 days after the occurrence of a "final
determination" under subsection (c) of Section 2.01 hereof, deliver to the
Trustee written notice of such "final determination". The Company shall, by
resolution of its Board of Directors, fix a redemption date for such redemption
and shall deliver to the Trustee, the Authority and the Authority Trustee a
certified copy of said resolution at least 40 days prior to the date so
selected for redemption. Such redemption date may be any day not more than 180
days after the occurrence of such "final determination". If the Trustee does
not receive written notice of such selection by the Company within 140 days
after the date of the occurrence of such "final determination", then the
redemption date shall be the 180th day after the occurrence of such "final
determination". On or before such redemption date, the Company shall deposit
with the Trustee, as paying agent hereunder, the total redemption price of the
bonds so called, with interest accrued thereon to the redemption date, less any
credits to which the Company may be entitled pursuant to Section 3.06 hereof,
and the Trustee, as such paying agent, shall apply such funds, on the
redemption date, to the redemption of the bonds so called. The delivery to the
Authority Trustee of a certified copy of such resolution shall constitute
notice to the Authority Trustee of the redemption referred to therein on the
terms specified therein.
SECTION 2.03. Interest on Called Bonds to Cease. Each bond or portion
thereof of the Pollution Control Series O called for redemption under Section
2.02 hereof shall be due and payable at the office of the Trustee, as paying
agent hereunder, at the applicable redemption price and on the specified
redemption date, anything herein or in such bond to the contrary
notwithstanding. From and after the date when each bond or portion thereof of
the Pollution Control Series O shall be due and payable as aforesaid (unless
upon said date the full amount due thereon shall not be held by or provided to
the Trustee, as paying agent hereunder, and be immediately available for
payment), all further interest shall cease to accrue on such bond or on such
portion thereof, as the case may be.
SECTION 2.04. Bonds Called in Part. If only a portion of any bond of the
Pollution Control Series O shall be called for redemption pursuant to Section
2.02 hereof, the notice of redemption hereinbefore provided for shall specify
the portion of the principal amount thereof to be redeemed. Upon payment of the
portion so called for redemption, the Trustee, as paying agent hereunder, shall
give prompt written notice thereof to the Company.
<PAGE>
15
SECTION 2.05. Provisions of Indenture Not Applicable. The provisions of
Article Four of the Indenture, as amended and supplemented, shall not apply to
the procedure for the exercise of any right of redemption reserved by the
Company, or to any mandatory redemption provided, in this Article in respect of
the bonds of the Pollution Control Series O. There shall be no sinking fund for
the bonds of the Pollution Control Series O.
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Pollution Control Series O.
None of the bonds of the Pollution Control Series O, the issue of which is
provided for by this supplemental indenture, shall be authenticated by the
Trustee except in accordance with the provisions of the Indenture, as amended
and supplemented, and this supplemental indenture, and upon compliance with the
conditions in that behalf therein contained.
SECTION 3.02. Additional Restrictions on Authentication of Additional
Bonds Under Indenture. The Company covenants that from and after the date of
execution of this supplemental indenture, no additional bonds (as defined in
Section 1 of Article Two of the Indenture) shall be authenticated and delivered
by the Trustee under Subdivision A of Section 4 of said Article Two on account
of additions or improvements to the mortgaged property
(1) unless the net earnings of the Company for the period required by
Subdivision C of Section 6 of said Article Two shall have been at least
twice the fixed charges (in lieu of 1 3/4 times such fixed charges, as
required by said Subdivision C); and for the purpose of this condition (a)
such fixed charges shall in each case include interest on the bonds
applied for, notwithstanding the parenthetical provision contained in
clause (4) of said Subdivision C, and (b) in computing such net earnings
there shall be included in expenses of operation (under paragraph (c) of
said Subdivision C) all charges against earnings for depreciation,
renewals or replacements, and all certificates with respect to net
earnings delivered to the Trustee in connection with any authentication of
additional bonds under said Article Two shall so state; and
(2) except to the extent of 60% (in lieu of 75% as permitted by
Subdivision A of Section 7 of said Article Two) of the cost or fair value
to the Company of the additions or improvements forming the basis for such
authentication of additional bonds.
SECTION 3.03. Restriction on Dividends. The Company will not declare or
pay any dividend on any shares of its common stock (other than
<PAGE>
16
dividends payable in shares of its common stock) or make any other distribution
on any such shares, or purchase or otherwise acquire any such shares (except
shares acquired without cost to the Company) whenever such action would reduce
the earned surplus of the Company to an amount less than $10,000,000 or such
lesser amount as may remain after deducting from said $10,000,000 all amounts
appearing in the books of account of the Company on December 31, 1948, which
shall thereafter, pursuant to any order or rule of any regulatory body entered
after said date, be required to be removed, in whole or in part, from the books
of account of the Company by charges to earned surplus.
SECTION 3.04. Use of Facsimile Seal and Signatures. The seal of the
Company and any or all signatures of the officers of the Company upon any of
the bonds of the Pollution Control Series O may be facsimiles.
SECTION 3.05. Effective Period of Supplemental Indenture. The preceding
provisions of Articles I, II and III of this supplemental indenture shall
remain in effect only so long as any of the bonds of the Pollution Control
Series O shall remain outstanding.
SECTION 3.06. Credits with Respect to Payments. (a) The Company shall be
entitled to a credit against its obligation to pay interest on the bonds of the
Pollution Control Series O equal to interest paid on the 1994 Series A
Authority Bonds out of the accrued interest received upon the original issuance
of the 1994 Series A Authority Bonds and the earnings on the investment
thereof, as provided in the Authority Indenture, which are held by the
Authority Trustee at the time of the interest payment date.
(b) The Company shall be entitled to credits against amounts otherwise
payable in respect of the bonds of the Pollution Control Series O in an amount
corresponding to (i) the principal amount of any 1994 Series A Authority Bond
surrendered to the Authority Trustee by the Company or the Authority, or
purchased by the Authority Trustee, for cancellation and (ii) the amount of
money held by the Authority Trustee and available and designated for the
payment of principal or redemption price of and interest on the 1994 Series A
Authority Bonds, as the case may be, regardless of the source of payment to the
Authority Trustee of such moneys, and the Trustee, as paying agent hereunder,
shall give prompt written notice to the Company of any such credit with respect
to the payment of interest.
(c) The Trustee, as paying agent hereunder, shall (i) promptly notify the
Company of each deposit in the Debt Service Fund under the Authority Indenture,
(ii) provide evidence to the Company that such deposit has been credited to
such Fund and (iii) give prompt written notice to the Company of any credits
with respect to payment of principal or redemption price of and interest on the
bonds of the Pollution Control Series O.
<PAGE>
17
(d) A certificate of the Company signed by the President or any Vice
President, and by the Secretary or any Assistant Secretary, and consented to by
the Authority Trustee, stating that the Company is entitled to a credit under
this Section 3.06 and setting forth the basis therefor in reasonable detail,
shall be conclusive evidence of such entitlement, and the Trustee shall accept
such certificate without further investigation or verification of the matters
stated therein.
SECTION 3.07. Time for Making of Payment. All payments of principal or
redemption price of and interest on the bonds of the Pollution Control Series O
shall be made to the Authority Trustee in such funds as shall constitute
immediately available funds when payment is due. In any case where the date of
payment of the principal or redemption price of or interest on the bonds of the
Pollution Control Series O or the date fixed for redemption of any such bonds
shall be in the city of payment a Saturday, Sunday or a legal holiday or a day
on which banking institutions are authorized by law to close, then such payment
need not be made on such date but may be made on the next succeeding business
day with the same force and effect as if made on the date of maturity or the
date fixed for redemption, and no interest on such payment shall accrue for the
period after such date.
SECTION 3.08. Effect of Approval of Board of Regulatory Commissioners of
the State of New Jersey. The approval of the Board of Regulatory Commissioners
of the State of New Jersey of the execution and delivery of these presents and
of the issue of any bonds of the Pollution Control Series O shall not be
construed as approval of said Board of any other act, matter or thing which
requires approval of said Board under the laws of the State of New Jersey.
SECTION 3.09. Execution in Counterparts. For the purpose of facilitating
the recording hereof, this supplemental indenture has been executed in several
counterparts, each of which shall be and shall be taken to be an original, and
all collectively but one instrument.
<PAGE>
18
IN WITNESS WHEREOF, Public Service Electric and Gas Company, party hereto
of the first part, after due corporate and other proceedings, has caused this
supplemental indenture to be signed and acknowledged or proved by its President
or one of its Vice Presidents and its corporate seal hereunto to be affixed and
to be attested by the signature of its Secretary or an Assistant Secretary; and
First Fidelity Bank, National Association, as Trustee, party hereto of the
second part, has caused this supplemental indenture to be signed and
acknowledged or proved by its President, one of its Vice Presidents or one of
its Assistant Vice Presidents, and its corporate seal to be hereunto affixed
and to be attested by the signature of its Secretary, Cashier, an Assistant
Secretary, an Assistant Cashier or a Corporate Trust Officer. Executed and
delivered this 1st day of February, 1994.
PUBLIC SERVICE ELECTRIC AND GAS
COMPANY
By F.J. RIEPL
(F.J. Riepl)
Vice President
Attest:
E.J. BIGGINS, JR.
(E.J. Biggins, Jr.)
Assistant Secretary
(CORPORATE SEAL) FIRST FIDELITY BANK, NATIONAL
ASSOCIATION
By F. GALLAGHER
(F. Gallagher)
Assistant Vice President
Attest:
D. DOWDELL
(D. Dowdell)
Corporate Trust Officer
(CORPORATE SEAL)
<PAGE>
19
STATE OF NEW JERSEY )
) ss.:
COUNTY OF ESSEX )
BE IT REMEMBERED, that on this 1st day of February, 1994, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared F.
J. Riepl who, I am satisfied, is a Vice President of PUBLIC SERVICE ELECTRIC
AND GAS COMPANY, one of the corporations named in and which executed the
foregoing instrument, and is the person who signed the said instrument as such
officer, for and on behalf of such corporation, and I having first made known
to him the contents thereof, he did acknowledge that he signed the said
instrument as such officer, that the said instrument was made by such
corporation and sealed with its corporate seal, that the said instrument is
the voluntary act and deed of such corporation, made by virtue of authority
from its Board of Directors, and that said corporation, the mortgagor, has
received a true copy of said instrument.
JEAN M. KILROY
JEAN M. KILROY
A NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Nov. 28, 1995
(NOTARY SEAL)
STATE OF NEW JERSEY )
) ss.:
COUNTY OF ESSEX )
BE IT REMEMBERED, that on this 1st day of February, 1994, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared F.
Gallagher who, I am satisfied, is an Assistant Vice President of FIRST FIDELITY
BANK, NATIONAL ASSOCIATION, NEW JERSEY, one of the corporations named in and
which executed the foregoing instrument, and is the person who signed the said
instrument as such officer, for and on behalf of such corporation, and I
having first made known to him the contents thereof, he did acknowledge that
he signed the said instrument as such officer, that the said instrument was
made by such corporation and sealed with its corporate seal, and that the said
instrument is the voluntary act and deed of such corporation, made by virtue
of authority from its Board of Directors.
JACQUELYN E. ONUFER
JACQUELYN E. ONUFER
A NOTARY PUBLIC OF NEW JERSEY
My Commission Expires July 14, 1997
(NOTARY SEAL)
<PAGE>
20
CERTIFICATE OF RESIDENCE
First Fidelity Bank, National Association, New Jersey, Mortgagee and
Trustee within named, hereby certifies that its precise residence is 765 Broad
Street, Newark, New Jersey 07101.
FIRST FIDELITY BANK,
NATIONAL ASSOCIATION,
NEW JERSEY
By F. GALLAGHER
..........................
(F. Gallagher)
Vice President
<PAGE>
CERTAIN TERMS OF THE NEW PREFERRED STOCK--$25 PAR
The following supplemental information concerning the New Preferred
Stock--$25 Par should be read in conjunction with the statements under
"Description of the New Preferred Stock" in the accompanying Prospectus.
DIVIDEND RIGHTS
The holders of the New Preferred Stock--$25 Par are entitled to receive,
when and as declared by the Company's board of directors, cash dividends at the
annual rate set forth on the cover of this Prospectus Supplement, and no more,
cumulative and payable initially for the period from February 3, 1994 through
March 31, 1994, and thereafter quarterly with respect to each calendar
quarterly period, on or before the last day of each March, June, September and
December. No dividends may be paid on stock of the Company except out of its
earned surplus.
REDEMPTION PROVISIONS
All or any of the shares of the New Preferred Stock--$25 Par may be
redeemed at the option of the Company upon not less than 30 days' notice at any
time upon payment in cash of $25.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon to the date of redemption, whether or
not such dividends shall have been earned or declared; provided, however, that
prior to February 1, 1999 none of the shares of the New Preferred Stock--$25
Par may be redeemed.
OTHER PROVISIONS
The holders of preferred stock are not entitled to any pre-emptive or
other subscription rights. No sinking fund is provided for the New Preferred
Stock--$25 Par.
The shares of the New Preferred Stock--$25 Par, when duly issued and paid
for in accordance with the Purchase Agreement hereinafter mentioned, will be
fully paid and non-assessable.
1
<PAGE>
FEDERAL INCOME TAX--DIVIDENDS RECEIVED DEDUCTION
The New Preferred Stock--$25 Par constitutes "preferred stock" and is
being issued to redeem the Company's 8.08% Cumulative Preferred Stock (Par
Value $100 per share) which also constitutes "preferred stock" and was issued
to refund First and Refunding Mortgage Bonds of the Company issued prior to
October 1, 1942. Therefore, the following Federal income tax consequences shall
apply to an investment in the New Preferred Stock--$25 Par.
In the opinion of Ivins, Philips & Barker, Chartered, of Washington, D.C.,
special tax counsel for the Company, the ability of corporate holders of the
New Preferred Stock--$25 Par to claim a dividends received deduction for
Federal income tax purposes will be governed by Section 244(a) of the Internal
Revenue Code of 1986, as amended ("Code"). Section 244(a) of the Code provides
that a corporate recipient shall be allowed a dividends received deduction
equal to 70% of the excess of (a) the amount of the dividend received with
respect to the New Preferred Stock--$25 Par, over (b) the amount derived by
multiplying the amount of such dividend received by a fraction, the numerator
of which is 14%, and the denominator of which is the highest rate of corporate
income tax specified in Section 11(b) of the Code.
PENNSYLVANIA PERSONAL PROPERTY TAX
In the opinion of Ballard Spahr Andrews & Ingersoll, of Philadelphia,
Pennsylvania, Pennsylvania counsel to the Company, the New Preferred Stock--$25
Par is exempt under Pennsylvania law, as presently in effect, from all personal
property taxes in Pennsylvania.
------------------------
Transfer agents for the New Preferred Stock--$25 Par are the transfer
clerks at the office of the Company, 80 Park Plaza, P.O. Box 570, Newark, NJ
07101 and First Chicago Trust Company of New York, 30 West Broadway, New York,
NY 10007. Registrars for the New Preferred Stock--$25 Par are First Fidelity
Bank, National Association, 765 Broad Street, Newark, NJ 07101 and First
Chicago Trust Company of New York, 30 West Broadway, New York, NY 10007.
<PAGE>
DESCRIPTION OF THE NEW PREFERRED STOCK
The following statement briefly summarizes certain provisions of Articles
IV and V of the Company's Restated Certificate of Incorporation, as amended,
and as proposed to be amended to create the New Preferred Stock, copies of
which Restated Certificate of Incorporation and amendments thereto (hereinafter
called the "Charter"), and the proposed amendment creating the New Preferred
Stock, are filed as Exhibits 3a(1) through 3a(5) to the registration statement
of which this Prospectus is a part (the "Registration Statement"). For a
complete statement of such provisions reference is made to such exhibits, and
to the particular Articles and Subdivisions of the Charter, hereinafter
referred to, and the following statement is qualified in its entirety by such
reference.
The Charter authorizes the issuance of two classes of preferred stock
(hereinafter collectively called the "preferred stock") consisting of 7,500,000
shares of Preferred Stock having a par value of $100 per share (hereinafter
called "Preferred Stock ($100 Par)") and 10,000,000 shares of Preferred
Stock-$25 Par. All shares of Preferred Stock ($100 Par) and Preferred Stock-$25
Par which are redeemed by the Company are cancelled and, upon such
cancellation, are restored to the status of authorized but unissued shares, not
classified as to series. The Preferred Stock ($100 Par) and the Preferred
Stock-$25 Par rank equally with respect to dividends and distribution of assets
upon liquidation or dissolution of the Company. All series of each class of
preferred stock rank equally with all other series of the same class, and all
series of the same class must be alike in all respects, except for variations
and differences between series as to rate of dividends, redemption provisions,
amounts payable upon liquidation or dissolution, any sinking fund and any
conversion rights, all as determined by the Company's Board of Directors. If
any dividends or the amounts payable on liquidation or dissolution of the
Company are not paid in full upon all shares of preferred stock, all shares of
preferred stock shall participate ratably, as to the payment of dividends, in
proportion to the sums which would be payable thereon if all dividends thereon
were paid in full, and, in case of liquidation or dissolution of the Company,
in proportion to the sums which would be payable on such liquidation or
dissolution if all sums payable thereon to holders of all shares of preferred
stock were discharged in full.
As of September 30, 1993, there were 5,799,942 shares of Preferred Stock
($100 Par) and no shares of Preferred Stock-$25 Par issued and outstanding.
DIVIDEND RIGHTS
See the accompanying Prospectus Supplement.
So long as any shares of preferred stock are outstanding, no dividend
(other than dividends payable in shares of common stock) may be paid on or set
apart for the common stock, nor may any shares thereof be purchased, redeemed
or otherwise acquired for value by the Company or any subsidiary, unless (i)
the Company is not in arrears in respect of any dividends on, or sinking fund
for any series of, preferred stock; (ii) full dividends on all outstanding
shares of preferred stock for the then current quarterly dividend period have
been declared and set apart; and (iii) after giving effect to the payment of
such dividend or such purchase, redemption or other acquisition, the capital of
the Company represented by its common stock, plus its surplus, exceeds the
aggregate of the amounts payable on involuntary liquidation or dissolution of
the Company in respect of all shares of preferred stock then outstanding.
No dividends may be paid on stock of the Company except out of its earned
surplus.
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VOTING RIGHTS
If dividends upon any shares of preferred stock are in arrears in an
amount at least equal to the annual dividend thereon, the holders of preferred
stock, voting separately as a single class, are entitled to elect a majority of
the Company's Board of Directors. Such voting rights of the holders of
preferred stock to elect directors shall continue until all accumulated and
unpaid dividends thereon have been paid, whereupon all such voting rights shall
cease, subject to being again revived from time to time. Stockholders of all
classes, including holders of preferred stock when entitled to vote, are
entitled to cumulative voting in the election of directors.
Without the consent of the holders of two-thirds of the preferred stock
then outstanding, voting as a single class, the Company may not issue preferred
stock unless (1) net earnings of the Company available for the payment of
interest charges, after provisions for all taxes, for any 12 consecutive months
out of the 15 preceding months, shall have been at least 1 1/2 times the
aggregate of the annual interest requirements on its indebtedness to be
outstanding immediately after the issuance of such shares and the annual
dividend requirements on all preferred stock to be then outstanding, and (2)
the capital of the Company represented by its common stock, plus its surplus,
shall exceed the aggregate of the amounts payable on involuntary liquidation or
dissolution of the Company in respect of all shares of its preferred stock to
be outstanding immediately after the issuance of such additional shares.
When voting as a single class the holders of Preferred Stock ($100 Par)
are entitled to one vote per share, and the holders of Preferred Stock-$25 Par
are entitled to 1/4 vote per share.
Without the consent of the holders of two-thirds of each class of
outstanding preferred stock, the Company may not adopt any amendment to the
Charter which would (1) create or authorize any class of stock ranking prior to
or equally with such class as to dividends or distribution of assets on
liquidation or dissolution of the Company, or (2) adversely affect the rights
or
preferences of the holders of any shares of such class, provided, that if any
such amendment adversely affects less than all series of such class only the
consent of the holders of two-thirds of each series so affected is required,
and that no consent of the holders of either class of preferred stock is
required for increasing the amount of authorized preferred stock.
Without the consent of the holders of a majority of each class of
outstanding preferred stock, the Company may not consolidate or merge with or
into any other corporation unless none of the rights or preferences of the
holders of such class will be adversely affected thereby, and unless the
corporation resulting therefrom will have outstanding immediately thereafter no
stock, except the preferred stock, ranking prior to or equally with such class
as to dividends or distribution of assets on liquidation or dissolution of the
Company.
Except as otherwise required by law, the holders of the common stock have
all other voting rights in the Company. Public Service Enterprise Group
Incorporated is the owner of all of the outstanding common stock of the
Company.
LIQUIDATION RIGHTS
On liquidation or dissolution of the Company (not including a
consolidation or merger to which the Company is a party), before any payment or
distribution is made to the holders of the common stock, the holder of each
share of preferred stock of each series is entitled to be paid (1) if such
liquidation or dissolution be involuntary, the par value thereof, or, (2) if
such liquidation or dissolution be voluntary,
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the amount established by the Board of Directors in respect of the shares of
such series, which in the case of each outstanding series is the optional
redemption price then in effect, plus in each case an amount equal to all
accumulated and unpaid dividends thereon to the date of such payment, whether
or not such dividends shall have been earned or declared, and no more.
REDEMPTION AND SINKING FUND PROVISIONS (IF ANY)
See the accompanying Prospectus Supplement for details of the redemption
and sinking fund provisions (if any) applicable to the New Preferred Stock.
OTHER PROVISIONS
The holders of preferred stock are not entitled to any pre-emptive or
other subscription rights.
The shares of the New Preferred Stock, when duly issued and paid for in
accordance with the Purchase Agreement hereinafter mentioned, will be fully
paid and non-assessable.
FEDERAL INCOME TAX--DIVIDENDS RECEIVED DEDUCTION
The Company presently has outstanding 150,000 shares of its 8.08%
Cumulative Preferred Stock (Par Value $100 per share). This series of preferred
stock is what is commonly referred to as "old money" preferred stock since it
was issued to refund or replace bonds of the Company issued prior to October 1,
1942.
In the opinion of Ivins, Phillips and Barker, Chartered, special tax
counsel to the Company, under current Federal income tax law, to the extent
that any of the New Preferred Stock is issued to refund or replace "old money"
preferred stock, the ability of corporate holders of such New Preferred Stock
to claim a dividends received deduction for Federal income tax purposes with
respect to dividends relating thereto will be limited as provided in Section
244(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Generally,Section 244(a) of the Code limits the dividends received deduction to
which a corporate holder would otherwise be entitled to an amount equal to 70
percent of the excess of (a) the amount of dividend received over (b) the
amount derived by multiplying the amount of the dividend received by a
fraction, the numerator of which is 14 percent, and the denominator of which is
the highest rate of corporate income tax specified in Section 10(b) of the
Code.
See the accompanying Prospectus Supplement for a discussion of use of
proceeds for the New Preferred Stock and for any additional Federal income tax
considerations.
PENNSYLVANIA PERSONAL PROPERTY TAX
In the opinion of Ballard Spahr Andrews & Ingersoll, of Philadelphia, PA,
Pennsylvania counsel to the Company, the New Preferred Stock is exempt under
Pennsylvania law, as presently in effect, from all personal property taxes in
Pennsylvania.
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Transfer agents for the New Preferred Stock are the transfer clerks at the
office of the Company, 80 Park Plaza, P.O. Box 570, Newark, NJ 07101 and First
Chicago Trust Company of New York, 30 West Broadway, New York, NY 10007.
Registrars for the New Preferred Stock are First Fidelity Bank, N.A., New
Jersey, 765 Broad Street, Newark, NJ 07101 and First Chicago Trust Company of
New York, 30 West Broadway, New York, NY 10007.
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