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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
------------------------------------------------------
(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
---------------------------------------- ----------
(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
------------------- ------------------------------
Public Service Electric and Gas Company
First and Refunding Mortgage Bonds:
7 3/8% Series TT due 2014 ) New York Stock Exchange, Inc.
)
6 3/4% Series UU due 2006 ) New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
---------------
(Title of Class)
1
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Public Service Electric and Gas Company
- ---------------------------------------
Item 1. Description of Registrant's Securities to be Registered.
- ------ --------------------------------------------------------
Debt Securities.
Description of the securities to be registered is set forth under
"Description of the New Bonds" in the Prospectus dated and filed with the
Securities and Exchange Commission (SEC) under Rule 424(b)(3) on March 2, 1994
to Registration Statement Nos. 33-50197 and 33-52435 and under "Certain Terms
of the New Bonds" in the Prospectus Supplements dated March 8, 1994, which
Series TT and Series UU were filed with the SEC under Rule 424(b)(5) on March
9, 1994 to Registration Statement Nos. 33-50197 and 33-52435. (See description
of issuances below.) Pursuant to the instruction to Item 1. of Form 8-A copies
of said Prospectus dated March 2, 1994 and Prospectus Supplements dated March
8, 1994 are being submitted with the copy of this Form 8-A being filed with the
New York Stock Exchange, Inc.
The following First and Refunding Mortgage Bonds were issued as described
below:
Registration Maturity Issue
Principal Amount Number Rate Series Date Date
- ------------------------ ------------- ------ ------ -------- -------
$175,000,000 ) 33-50197 7 3/8% TT 2014 3/15/94
$125,000,000 ) 33-50197 6 3/4% UU 2006 3/15/94
$ 50,000,000 ) 33-52435 6 3/4% UU 2006 3/15/94
Item 2. Exhibits.
- ------- ---------
Exhibit Number
--------------
4(a)(1) Indenture between the Company and Fidelity Union Trust
Company (now First Fidelity Bank, National
Association), as Trustee, dated August 1, 1924,
securing the First and Refunding Mortgage Bonds, filed
by the Registrant's registration statement under the
Securities Exchange Act of 1934, File No. 1-973,
effective July 1, 1935 and incorporated herein by this
reference thereto.
4(a)(2) Supplemental Indenture between the Registrant
and First Fidelity Bank, National Association,
Trustee, dated March 1, 1994 (No. 1) providing for the
issuance of $175,000,000 principal amount of First and
Refunding Mortgage Bonds, 7 3/8% Series TT due 2014.
2
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Item 2. Exhibits. (Continued)
- ------- ---------
Exhibit Number
--------------
4(a)(3) Supplemental Indenture between the Registrant
and First Fidelity Bank, National Association,
Trustee, dated March 1, 1994 (No.2) providing for the
issuance of $175,000,000 principal amount of First and
Refunding Mortgage Bonds, 6 3/4% Series UU due 2006.
99(a) "Description of the New Bonds" contained in Prospectus
dated and filed on March 2, 1994 in accordance with
Rule 424(b)(3).
99(b) "Certain Terms of the New Bonds" applicable to Series
TT due 2014 contained in Prospectus Supplement dated
March 8, 1994, filed in accordance with Rule 424(b)(5)
on March 9, 1994.
99(c) "Certain Terms of the New Bonds" applicable to Series
UU due 2006 contained in Prospectus Supplement dated
March 8, 1994, filed in accordance with Rule 424(b)(5)
on March 9, 1994.
3
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SIGNATURE
---------
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
(Registrant)
By FRANCIS J. RIEPL
-------------------------------------------
Francis J. Riepl
Vice President and Treasurer
Date: March 15, 1994
4
<PAGE>
SUPPLEMENTAL MORTGAGE
- -------------------------------------------------------------------------------
Supplemental Indenture
DATED MARCH 1, 1994 (NO. 1)
------------------
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
$175,000,000 FIRST AND REFUNDING MORTGAGE BONDS,
7 3/8% SERIES TT DUE 2014
- ------------------------------------------------------------------------------
RECORD IN MORTGAGE BOOK AND RETURN TO:
JAMES T. FORAN, ESQ.
80 PARK PLAZA, T5B
P. O. BOX 570
NEWARK, N. J. 07101
Prepared by
EDWARD C. FEDAK
(Edward C. Fedak, Esq.)
<PAGE>
TABLE OF CONTENTS
------------------
PAGE
----
RECITALS................................................................ 1
FORM OF BOND [FACE]..................................................... 3
FORM OF CERTIFICATE OF AUTHENTICATION................................... 5
FORM OF BOND [REVERSE].................................................. 6
GRANTING CLAUSES........................................................ 10
ARTICLE I.
BONDS OF THE SERIES TT.
DESCRIPTION OF SERIES TT................................................ 12
ARTICLE II.
REDEMPTION OF BONDS OF SERIES TT.
SECTION 2.01. Redemption--Redemption Prices......................... 13
SECTION 2.02. Redemptions Pursuant to Section 4C of Article Eight of the
Indenture.............................................. 13
SECTION 2.03. Redemption at Election of Company...................... 14
SECTION 2.04. Called Bonds to be Surrendered--Interest to Cease...... 15
SECTION 2.05. Bonds Called in Part................................... 16
SECTION 2.06. Provisions of Indenture Not Applicable................. 16
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Series TT................... 16
SECTION 3.02. Authenticating Agent................................... 16
SECTION 3.03. Additional Restrictions on Authentication of Additional
Bonds Under Indenture................................ 18
SECTION 3.04. Restriction on Dividends............................... 18
SECTION 3.05. Use of Facsimile Seal and Signatures................... 19
SECTION 3.06. Time for Making of Payment............................. 19
SECTION 3.07. Effective Period of Supplemental Indenture.............. 19
SECTION 3.08. Effect of Approval of Board of Regulatory Commissioners
of the State of New Jersey............................ 19
SECTION 3.09. Execution in Counterparts............................... 19
Acknowledgements.......................................................... 21
Certificate of Residence.................................................. 22
<PAGE>
SUPPLEMENTAL INDENTURE, dated the 1st day of March, 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.
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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 1,221
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 February 1, 1994, 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 February 1, 1994, the Company has acquired property which, in
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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 Company desires to provide for the issue of $175,000,000
principal amount of bonds secured by said Indenture of a series to be
designated as "First and Refunding Mortgage Bonds, 7 3/8% Series TT due 2014"
(hereinafter sometimes called "Series TT"); and
WHEREAS, the text of the bonds of the Series TT and of the certificates of
authentication to be borne by the bonds of the Series TT shall be substantially
of the following tenor:
[FORM OF BOND]
[FACE]
REGISTERED REGISTERED
NUMBER AMOUNT
RU $
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
7 3/8% SERIES TT DUE 2014.
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 , or registered
assigns, on the surrender hereof, the principal sum of Dollars, on
March 1, 2014 and to pay interest thereon from the date hereof, at the rate of
7 3/8% per annum, and until payment of said principal sum, such interest to be
payable March 1 and September 1 in each year.
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4
Both the principal hereof and interest hereon shall be paid at the
principal corporate trust office of First Fidelity Bank, National Association
in the City of Newark, State of New Jersey, or (at the option of the registered
owner) at the corporate trust office of Morgan Guaranty Trust Company of
New York, in the Borough of Manhattan, City and State of New York, 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.
Reference is hereby made to the further provisions of this Bond set forth
on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Bond shall not be entitled to any security or benefit under the
indenture mentioned on the reverse hereof, 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 or on behalf of
First Fidelity Bank, National Association, as Trustee, or by or on behalf of
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
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5
[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 March 1, 1994 (No. 1), as secured thereby.
FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, TRUSTEE
By....................
Authorized Signatory
[FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION]
ALTERNATE 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 March 1, 1994 (No. 1), as secured thereby.
FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, TRUSTEE
By....................
Authenticating Agent
By....................
Authorized Signatory
<PAGE>
6
[FORM OF BOND]
[REVERSE]
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
7 3/8% SERIES TT DUE 2014.
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, as supplemented and
amended by supplemental indentures thereto, including supplemental indentures
dated March 1, 1942, June 1, 1949, May 1, 1950, October 1, 1953, May 1, 1954,
November 1, 1956, September 1, 1957, August 1, 1958, June 1, 1959, September 1,
1960, August 1, 1962, June 1, 1963, September 1, 1964, September 1, 1965, June
1, 1967, June 1, 1968, April 1, 1969, March 1, 1970, May 15, 1971, November 15,
1971, April 1, 1972, March 1, 1974, October 1, 1974, April 1, 1976, September
1, 1976, October 1, 1976, June 1, 1977, September 1, 1977, November 1, 1978,
July 1, 1979, September 1, 1979 (No.1), September 1, 1979 (No.2), November 1,
1979, June 1, 1980, August 1, 1981, April 1, 1982, September 1, 1982, December
1, 1982, June 1,1983, August 1, 1983, July 1, 1984, September 1, 1984, November
1, 1984 (No. 1), November 1, 1984 (No. 2), July 1, 1985, January 1, 1986, March
1, 1986, April 1, 1986 (No. 1), April 1, 1986 (No. 2), March 1, 1987, July 1,
1987 (No. 1), July 1, 1987 (No. 2), May 1, 1988, September 1, 1988, July 1,
1989, July 1, 1990 (No. 1), July 1, 1990 (No. 2), June 1, 1991 (No. 1), June 1,
1991 (No. 2), November 1, 1991 (No. 1), November 1, 1991 (No. 2), November 1,
1991 (No. 3), February 1, 1992 (No. 1), February 1, 1992 (No. 2), June 1, 1992
(No. 1), June 1, 1992 (No.2), June 1, 1992 (No.3), January 1, 1993 (No.1),
January 1, 1993 (No. 2), March 1, 1993, May 1, 1993, May 1, 1993 (No. 2), May
1, 1993 (No.3), July 1, 1993, August 1, 1993, September 1, 1993, September 1,
1993 (No. 2), November 1, 1993, February 1, 1994, March 1, 1994 (No. 1) and
March 1, 1994 (No. 2) each duly executed by the Company and First Fidelity
Bank, National Association (formerly known as Fidelity Union Trust Company), a
national banking association organized under the laws of the United States of
America, as Trustee. This Bond is one of the 7 3/8% Series TT due 2014, which
series is limited to the aggregate principal amount of
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7
$175,000,000 and is issued pursuant to said supplemental indenture dated March
1, 1994 (No. 1). 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.
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 7 3/8% Series TT due 2014,
in which this Bond is included, are designated "First and Refunding Mortgage
Bonds, 7 3/8% Series TT due 2014".
In case of the happening of an event of default as specified in said
indenture and said supplemental indenture dated March 1, 1942, the principal
sum of the Bonds of this series may be declared or may become due and payable
forthwith, in the manner and with the effect in said indenture provided.
<PAGE>
8
As more fully provided in said supplemental indenture dated March 1, 1994
(No. 1), the Bonds of this series are subject to redemption prior to maturity,
on notice given as below provided, (a) as a whole at any time or in part on any
interest payment date, at the election of the Company (subject to the approval
of the Board of Regulatory Commissioners of the State of New Jersey first
applied for and obtained), upon payment of the percentages of the principal
amount thereof specified below under "Regular Redemption Price" during the
respective 12-month periods beginning March 1 of each of the years mentioned
below, provided, however, that prior to March 1, 2004 no Bonds of this series
may be so redeemed, and (b) at any time by the application of proceeds of
released property or other money held by the Trustee and which, pursuant to the
provisions of said indenture, as amended and supplemented, is applied to the
redemption of Bonds of this series, upon payment of the percentages of the
principal amount thereof specified below under "Special Redemption Price"
during such respective 12-month periods:
12-MONTH 12-MONTH
PERIOD REGULAR SPECIAL PERIOD REGULAR SPECIAL
BEGINNING REDEMPTION REDEMPTION BEGINNING REDEMPTION REDEMPTION
MARCH 1 PRICE PRICE MARCH 1 PRICE PRICE
- ----------- ----------- ----------- ----------- ----------- -----------
1994 -- 100.00% 2004 102.13% 100.00%
1995 -- 100.00 2005 101.70 100.00
1996 -- 100.00 2006 101.28 100.00
1997 -- 100.00 2007 100.85 100.00
1998 -- 100.00 2008 100.43 100.00
1999 -- 100.00 2009 100.00 100.00
2000 -- 100.00 2010 100.00 100.00
2001 -- 100.00 2011 100.00 100.00
2002 -- 100.00 2012 100.00 100.00
2003 -- 100.00 2013 100.00 100.00
together in each case with accrued interest to the date fixed for redemption.
Notice of any such redemption shall be given by mailing the same to the
respective registered owners of the Bonds of this series so called for
redemption, not less than 30 nor more than 40 days in advance of the date fixed
for redemption. In the case of redemption of Bonds of this series at the
election of the Company, the notice of redemption may be conditioned upon the
deposit of the total regular redemption price of all the Bonds so called, with
accrued interest thereon to the redemption date, with the Trustee on or before
the date fixed for redemption.
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9
If this Bond or any portion thereof be called for redemption and payment
be duly provided therefor, interest shall cease to accrue on this Bond or such
portion on the date fixed for such redemption.
This Bond is transferable, but only as provided in said indenture, upon
surrender hereof, by the registered owner in person or by attorney duly
authorized in writing, at either of said offices where the principal hereof and
interest hereon are payable; 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
denominations of $1,000 and any multiple of $1,000. Such fully registered Bonds
of the several denominations may be exchanged for fully registered Bonds of
other authorized denominations, but only as provided in said indenture, upon
surrender thereof, by the registered owner in person or by attorney duly
authorized in writing, at either of said offices where the principal thereof
and interest thereon are payable. No service charge shall be made for any such
exchange, 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 shall not be required to issue or make transfers or exchanges
of Bonds of this series for a period of ten days next preceding any interest
payment date or next preceding the date of any drawing of such Bonds to be
redeemed, and the Company shall not be required to make transfers or exchanges
of any such Bonds drawn in whole or in part for such redemption.
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
<PAGE>
10
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.
------------------------
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 series hereinafter described, when duly authenticated by or on
behalf of 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 Indenture and herein otherwise
expressly excluded) acquired by the Company since the execution and delivery of
the supplemental indenture dated February 1, 1994 subsequent to the Indenture
(except any such property duly
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11
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 the 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 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:
<PAGE>
12
ARTICLE I.
BONDS OF THE SERIES TT.
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, 7 3/8% Series TT due 2014"; shall be limited to the aggregate
principal amount of $175,000,000; shall mature March 1, 2014; shall bear
interest at the rate of 7 3/8% per annum, payable on March 1 and September 1 of
each year; 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 corporate trust office of First Fidelity Bank, National Association
in the City of Newark, State of New Jersey, or, as may be desired by the
persons entitled to receive such principal and interest respectively, at the
corporate trust office of Morgan Guaranty Trust Company of New York, in the
Borough of Manhattan, City and State of New York; shall be issuable only in the
form of fully registered bonds in the denominations of $1,000 and any multiple
of $1,000; and the several denominations shall be interchangeable. The date of
each bond of the Series TT 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 March 1,
1994.
The Company shall not be required to issue or make transfers or exchanges
of bonds of the Series TT for a period of ten days next preceding any interest
payment date or next preceding the date of any drawing of such bonds to be
redeemed, and the Company shall not be required to make transfers or exchanges
of any such bonds drawn in whole or in part for such redemption.
<PAGE>
13
ARTICLE II.
REDEMPTION OF BONDS OF SERIES TT.
SECTION 2.01. Redemption--Redemption Prices. Bonds of the Series TT shall
be subject to redemption
(a) as a whole at any time or in part on any interest payment date,
at the election of the Company (subject to the approval of the Board of
Regulatory Commissioners of the State of New Jersey first applied for and
obtained) as provided in Section 2.03 hereof, upon payment of the
percentages of the principal amount thereof specified under "Regular
Redemption Price" in the tabulation in the Form of Bond hereinbefore set
forth during the respective 12-month periods beginning March 1 of each of
the years mentioned in said tabulation, provided, however, that prior to
March 1, 2004 no bonds of the Series TT may be so redeemed; and
(b) at any time by the application of any proceeds of released
property or other money held by the Trustee and which, pursuant to Section
4C of Article Eight of the Indenture, as amended and supplemented, is
applied to the redemption of bonds of the Series TT, upon payment of the
percentages of the principal amount thereof specified under "Special
Redemption Price" in the tabulation in the Form of Bond hereinbefore set
forth during the respective 12-month periods beginning March 1 of each of
the years mentioned in said tabulation;
together in each case with accrued interest to the date fixed for redemption.
SECTION 2.02. Redemptions Pursuant to Section 4C of Article Eight of the
Indenture. If, pursuant to Section 4C of Article Eight of the Indenture, as
amended and supplemented, any proceeds of released property or other money then
held by the Trustee shall be applied to the redemption of bonds of the Series
TT, the Trustee, not later than 30 days prior to the applicable redemption
date, shall draw by lot according to such methods as it shall deem proper, from
all the bonds of the Series TT then outstanding, such principal amount thereof
as is to be redeemed. Bonds of said series so redeemed shall be cancelled.
After such drawing the Trustee shall, beginning not later than 30 nor
earlier than 40 days in advance of the date fixed for redemption, give, in the
name of the Company, notice by mail that bonds of the Series TT bearing the
serial numbers specified have been called for redemption pursuant to said
<PAGE>
14
Section 4C of Article Eight, that they will be due and payable on such
redemption date, at the principal office of the Trustee in Newark, New Jersey,
or (at the option of the holder) at the office or agency of the Company in the
Borough of Manhattan, City and State of New York, at a stated amount (which
shall be the Special Redemption Price applicable upon such redemption date),
that, if the date fixed for redemption be other than an interest payment date,
the bonds will be payable at the stated redemption price, plus accrued interest
to the redemption date, and that all interest thereon will cease to accrue
after said date. Such notice shall be mailed to the several registered owners
of the bonds so called, at their respective addresses as the same may appear on
the registry books. Failure duly to give such notice of redemption to the
registered owner of any bond called for redemption in whole or in part shall
not affect the validity of the proceedings for the redemption of any other
bond.
SECTION 2.03. Redemption at Election of Company. The election of the
Company to redeem any of the bonds of the Series TT shall be evidenced by a
resolution of the Board of Directors of the Company calling for redemption on a
stated date all or a stated principal amount thereof. Any such call may be
conditioned upon the deposit with the Trustee, on or before such redemption
date, of the total Regular Redemption Price of the bonds so called, with
accrued interest thereon to the redemption date. At least 40 days prior to such
redemption date (or at such later time as shall be satisfactory to the Trustee)
the Company shall file with the Trustee a certified copy of such resolution.
Unless such call shall be conditioned upon the deposit of the Regular
Redemption Price and accrued interest with the Trustee on or before the
redemption date and unless the notice below provided for shall so state, the
Company shall on or before such redemption date deposit with the Trustee the
total Regular Redemption Price of all the bonds so called, with accrued
interest thereon to the redemption date.
If the Company elects to redeem less than all of the bonds of the Series
TT, the particular bonds or portions thereof to be redeemed shall, upon request
of the Company, be drawn by lot by the Trustee, according to such method as it
shall deem proper, from the bonds of said series then outstanding. The Trustee
shall certify to the Company the serial numbers of the bonds so drawn.
After such drawing the Trustee shall, beginning not later than 30 nor
earlier than 40 days in advance of the next ensuing interest payment date,
give, in the name of the Company, notice by mail that bonds of the Series TT
<PAGE>
15
bearing the serial numbers specified have been called for redemption at the
election of the Company, that they will be due and payable on the next ensuing
interest payment date, at the principal corporate trust office of the Trustee
in Newark, New Jersey, or (at the option of the holder) at the office or agency
of the Company in the Borough of Manhattan, City and State of New York, at a
stated amount (which shall be the Regular Redemption Price applicable upon such
redemption date), and that all interest thereon will cease to accrue after said
date. Such notice shall be mailed to the several registered owners of the bonds
so called, at their respective addresses as the same may appear on the registry
books. Failure duly to give such notice of redemption to the registered owner
of any bond called for redemption in whole or in part shall not affect the
validity of the proceedings for the redemption of any other bond.
If all the bonds of the Series TT be called, the notice shall so state and
may omit the serial numbers thereof and if the date fixed for redemption be
other than an interest payment date, the notice shall state that the bonds will
be payable at the stated redemption price, plus accrued interest to the
redemption date. If the call of such bonds for redemption shall have been
conditioned upon the deposit of the Regular Redemption Price and accrued
interest with the Trustee on or before the redemption date, as above permitted,
the notice shall so state, and shall state that unless such deposit is made on
or before such date the call for redemption and the notice shall be of no
effect.
Before any money shall be applied by the Trustee to the redemption of
bonds under this Section, the Company shall deliver to the Trustee a
certificate or opinion by the President or a Vice President of the Company and
an opinion of counsel, stating that all conditions precedent provided for
herein (including any covenants compliance with which constitutes a condition
precedent) relating to such redemption have been complied with.
SECTION 2.04. Called Bonds to be Surrendered--Interest to Cease. Each
bond or portion thereof of the Series TT so called under either Sections 2.02
or 2.03 hereof shall be due and payable (upon surrender thereof) at the places
and price and on the date specified in such notice, anything herein or in such
bond to the contrary notwithstanding, except that if the call of any bonds or
portions thereof under Section 2.03 hereof shall have been conditioned upon the
deposit of the redemption price with the Trustee on or before the redemption
date specified in such notice, with accrued interest thereon to the redemption
date, such bonds or such portions thereof shall not be due and payable on the
specified redemption date unless such deposit shall
<PAGE>
16
have been so made with the Trustee on or before such date. From and after the
date when each bond or portion thereof of the Series TT shall be due and
payable as aforesaid (unless upon said date the full amount due thereon shall
not be held by the Trustee 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 2.05. Bonds Called in Part. If only a portion of any bond of the
Series TT shall be drawn by lot by the Trustee pursuant to Sections 2.02 or
2.03 hereof, the notice of redemption hereinbefore provided for shall specify
the serial number of such bond and the portion of the principal amount thereof
to be redeemed. Upon surrender of such bond for partial redemption and upon
payment of the portion so called for redemption, a new bond or bonds of the
Series TT, in aggregate principal amount equal to the unredeemed portion of
such surrendered bond, shall be executed by the Company, authenticated by or on
behalf of the Trustee, and delivered to the registered owner thereof, without
expense to such owner.
SECTION 2.06 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 in this Article in respect of the bonds of the Series TT. There shall
be no sinking fund for the bonds of Series TT.
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Series TT. None of the bonds of
the Series TT, the issue of which is provided for by this supplemental
indenture, shall be authenticated by or on behalf of 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. Authenticating Agent. As long as any of the bonds of the
Series TT remain outstanding, the Trustee may appoint an authenticating agent
to act on its behalf and subject to its direction in connection with the
authentication of bonds of the Series TT. Such authenticating agent shall be
appointed by the Trustee by an instrument in writing and shall have no
responsibility or liability for any action taken by it at the direction of the
<PAGE>
17
Trustee. Such authenticating agent shall at all times be a corporation organ-
ized and doing business under the laws of the United States or of any State or
Territory or of the District of Columbia authorized under such laws to act as
authenticating agent, having a combined capital and surplus of at least
$5,000,000, subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority and, if there be such a
corporation willing and able to act as authenticating agent on reasonable and
customary terms, having its principal office and place of business in The City
of New York. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section 3.02 the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.
Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate agency bus-
iness of any authenticating agent, shall continue to be the authenticating
agent without the execution or filing of any paper or any further act on the
part of the Trustee or the authenticating agent.
Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 3.02, the Trustee may appoint a successor
authenticating agent. The Trustee shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all registered
owners of the bonds of the Series TT, at their respective addresses as the same
may appear on the registry books. Any successor authenticating agent, upon
acceptance of its appointment, shall become vested with all the rights, powers,
duties and responsibilities of its predecessor, with like effect as if
originally appointed authenticating agent. No successor authenticating agent
shall be appointed unless eligible under the provisions of this Section 3.02.
<PAGE>
18
The Trustee agrees to pay to the authenticating agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments as provided in the Indenture.
SECTION 3.03. 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 3.04. Restriction on Dividends. The Company will not declare or
pay any dividend on any shares of its common stock (other than 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.
<PAGE>
19
SECTION 3.05. 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 Series TT may be facsimiles.
SECTION 3.06. Time for Making of Payment. All payments of principal or
redemption price of and interest on the bonds of the Series TT shall be made
either prior to the due date thereof, or on the due date thereof in immediately
available funds. In any case where the date of any such payment shall be a
Saturday or Sunday or a legal holiday or a day on which banking institutions in
the city of payment 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 due date, and no interest on such
payment shall accrue for the period after such date.
SECTION 3.07. 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 Series TT shall remain
outstanding.
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 Series TT 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>
20
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 one of its Assistant Vice Presidents and its
corporate seal to be hereunto affixed and to be attested by the signature of
one of its Corporate Trust Officers. Executed and delivered this 9th day of
March, 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 J. WATERS
..........................
(J. Waters)
Assistant Vice President
Attest:
D. DOWDELL
....................................
(D. Dowdell)
Corporate Trust Officer
(CORPORATE SEAL)
<PAGE>
21
STATE OF NEW JERSEY)
)ss.:
COUNTY OF ESSEX )
BE IT REMEMBERED, that on this 9th day of March, 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
STATE OF NEW JERSEY)
)ss.:
COUNTY OF ESSEX )
BE IT REMEMBERED, that on this 9th day of March, 1994, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared J.
Waters who, I am satisfied, is an Assistant Vice President of FIRST FIDELITY
BANK, NATIONAL ASSOCIATION, 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
Notary Public of New Jersey
My Commission Expires July 14, 1997
<PAGE>
22
CERTIFICATE OF RESIDENCE
First Fidelity Bank, National Association, Mortgagee and Trustee within
named, hereby certifies that its precise residence is 765 Broad Street, Newark,
New Jersey 07101.
FIRST FIDELITY BANK,
NATIONAL ASSOCIATION
By J. WATERS
...................
(J. Waters)
Vice President
<PAGE>
SUPPLEMENTAL MORTGAGE
------------------------------------------------------------------------------
Supplemental Indenture
DATED MARCH 1, 1994 (NO. 2)
------------------
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
$175,000,000 FIRST AND REFUNDING MORTGAGE BONDS,
6 3/4% SERIES UU DUE 2006
- ------------------------------------------------------------------------------
RECORD IN MORTGAGE BOOK AND RETURN TO:
JAMES T. FORAN, ESQ.
80 PARK PLAZA, T5B
P. O. BOX 570
NEWARK, N. J. 07101
Prepared by
DONALD S. LEIBOWITZ
(Donald S. Leibowitz, Esq.)
<PAGE>
TABLE OF CONTENTS
------------------
PAGE
----
RECITALS......................................................... 1
FORM OF BOND [FACE].............................................. 3
FORMS OF CERTIFICATES OF AUTHENTICATION.......................... 5
FORM OF BOND [REVERSE]........................................... 6
GRANTING CLAUSES................................................. 9
ARTICLE I.
BONDS OF THE SERIES UU.
DESCRIPTION OF SERIES UU......................................... 11
ARTICLE II.
REDEMPTION OF BONDS OF SERIES UU.
SECTION 2.01. Redemption--Redemption Prices.................. 12
SECTION 2.02. Redemptions Pursuant to Section 4C of Article Eight of
the Indenture................................ 12
SECTION 2.03. Called Bonds to be Surrendered--Interest to Cease 13
SECTION 2.04. Bonds Called in Part........................... 13
SECTION 2.05. Provisions of Indenture Not Applicable......... 14
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Series UU........... 14
SECTION 3.02. Authenticating Agent........................... 14
SECTION 3.03. Additional Restrictions on Authentication of Additional
Bonds Under Indenture........................ 15
SECTION 3.04. Restriction on Dividends....................... 16
SECTION 3.05. Use of Facsimile Seal and Signatures........... 16
SECTION 3.06. Time for Making of Payment..................... 16
SECTION 3.07. Effective Period of Supplemental Indenture..... 16
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
Acknowledgements................................................. 19
Certificate of Residence......................................... 20
<PAGE>
SUPPLEMENTAL INDENTURE, dated the 1st day of March, 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 1,221
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 February 1, 1994, 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 February 1, 1994, 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 Company desires to provide for the issue of $175,000,000
principal amount of bonds secured by said Indenture of a series to be
designated as "First and Refunding Mortgage Bonds, 6 3/4% Series UU due 2006"
(hereinafter sometimes called "Series UU"); and
WHEREAS, the text of the bonds of the Series UU and of the certificates of
authentication to be borne by the bonds of the Series UU shall be substantially
of the following tenor:
[FORM OF BOND]
[FACE]
REGISTERED REGISTERED
NUMBER Amount
RU $
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
6 3/4% SERIES UU DUE 2006.
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 , or registered assigns, on
the surrender hereof, the principal sum of Dollars, on March 1, 2006
and to pay interest thereon from the date hereof, at the rate of 6 3/4% per
annum, and until payment of said principal sum, such interest to be payable
March 1 and September 1 in each year.
<PAGE>
4
Both the principal hereof and interest hereon shall be paid at the
principal corporate trust office of First Fidelity Bank, National Association
in the City of Newark, State of New Jersey, or (at the option of the registered
owner) at the corporate trust office of Morgan Guaranty Trust Company of
New York, in the Borough of Manhattan, City and State of New York, 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.
Reference is hereby made to the further provisions of this Bond set forth
on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This Bond shall not be entitled to any security or benefit under the
indenture mentioned on the reverse hereof, 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 or on behalf of
First Fidelity Bank, National Association, as Trustee, or by or on behalf of
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>
5
[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 March 1, 1994 (No. 2), as secured thereby.
FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, TRUSTEE
By....................
Authorized Signatory
[FORM OF ALTERNATE CERTIFICATE OF AUTHENTICATION]
ALTERNATE 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 March 1, 1994 (No. 2), as secured thereby.
FIRST FIDELITY BANK, NATIONAL
ASSOCIATION, TRUSTEE
By....................
Authenticating Agent
By....................
Authorized Signatory
<PAGE>
6
[FORM OF BOND]
[REVERSE]
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BOND,
6 3/4% SERIES UU DUE 2006.
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, as supplemented
and amended by supplemental indentures thereto, including supplemental
indentures dated March 1, 1942, June 1, 1949, May 1, 1950, October 1, 1953, May
1, 1954, November 1, 1956, September 1, 1957, August 1, 1958, June 1, 1959,
September 1, 1960, August 1, 1962, June 1, 1963, September 1, 1964, September
1, 1965, June 1, 1967, June 1, 1968, April 1, 1969, March 1, 1970, May 15,
1971, November 15, 1971, April 1, 1972, March 1, 1974, October 1, 1974, April
1, 1976, September 1, 1976, October 1, 1976, June 1, 1977, September 1, 1977,
November 1, 1978, July 1, 1979, September 1, 1979 (No. 1), September 1, 1979
(No. 2), November 1, 1979, June 1, 1980, August 1, 1981, April 1, 1982,
September 1, 1982, December 1, 1982, June 1, 1983, August 1, 1983, July 1,
1984, September 1, 1984, November 1, 1984 (No. 1), November 1, 1984 (No. 2),
July 1, 1985, January 1, 1986, March 1, 1986, April 1, 1986 (No. 1), April 1,
1986 (No. 2), March 1, 1987, July 1, 1987 (No. 1), July 1, 1987 (No. 2), May 1,
1988, September 1, 1988, July 1, 1989, July 1, 1990 (No. 1), July 1, 1990 (No.
2), June 1, 1991 (No. 1), June 1, 1991 (No. 2), November 1, 1991 (No. 1),
November 1, 1991 (No. 2), November 1, 1991 (No. 3), February 1, 1992 (No. 1),
February 1, 1992 (No. 2), June 1, 1992 (No. 1), June 1, 1992 (No. 2), June 1,
1992 (No. 3), January 1, 1993 (No. 1), January 1, 1993 (No. 2), March 1, 1993,
May 1, 1993, May 1, 1993 (No. 2), May 1, 1993 (No. 3), July 1, 1993, August 1,
1993, September 1, 1993, September 1, 1993 (No. 2), November 1, 1993, February
1, 1994, March 1, 1994 (No. 1) and March 1, 1994 (No. 2) each duly executed by
the Company and First Fidelity Bank, National Association (formerly known as
Fidelity Union Trust Company), a national banking association organized under
the laws of the United States of America, as Trustee. This Bond is one of the
6 3/4% Series UU due 2006, which series is limited to the aggregate principal
amount of
<PAGE>
7
$175,000,000 and is issued pursuant to said supplemental indenture dated March
1, 1994 (No. 2). 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.
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 6 3/4% Series UU due 2006,
in which this Bond is included, are designated "First and Refunding Mortgage
Bonds, 6 3/4% Series UU due 2006".
In case of the happening of an event of default as specified in said
indenture and said supplemental indenture dated March 1, 1942, the principal
sum of the Bonds of this series may be declared or may become due and payable
forthwith, in the manner and with the effect in said indenture provided.
<PAGE>
8
As more fully provided in said supplemental indenture dated March 1, 1994
(No. 2), the Bonds of this series are subject to redemption prior to maturity,
on notice given as below provided at any time by the application of proceeds of
released property or other money held by the Trustee and which, pursuant to the
provisions of said indenture, as amended and supplemented, is applied to the
redemption of Bonds of this series, upon payment of the percentages of the
principal amount thereof specified below under "Special Redemption Price"
during such respective 12-month periods:
12-MONTH 12-MONTH
PERIOD SPECIAL PERIOD SPECIAL
BEGINNING REDEMPTION BEGINNING REDEMPTION
MARCH 1 PRICE MARCH 1 PRICE
- ----------- ----------- ----------- -----------
1994 100.00% 2000 100.00%
1995 100.00 2001 100.00
1996 100.00 2002 100.00
1997 100.00 2003 100.00
1998 100.00 2004 100.00
1999 100.00 2005 100.00
together with accrued interest to the date fixed for redemption. Notice of any
such redemption shall be given by mailing the same to the respective registered
owners of the Bonds of this series so called for redemption, not less than 30
nor more than 40 days in advance of the date fixed for redemption.
If this Bond or any portion thereof be called for redemption and payment
be duly provided therefor, interest shall cease to accrue on this Bond or such
portion on the date fixed for such redemption.
This Bond is transferable, but only as provided in said indenture, upon
surrender hereof, by the registered owner in person or by attorney duly
authorized in writing, at either of said offices where the principal hereof and
interest hereon are payable; 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.
<PAGE>
9
The Bonds of this series are issuable only in fully registered form, in
denominations of $1,000 and any multiple of $1,000. Such fully registered Bonds
of the several denominations may be exchanged for fully registered Bonds of
other authorized denominations, but only as provided in said indenture, upon
surrender thereof, by the registered owner in person or by attorney duly
authorized in writing, at either of said offices where the principal thereof
and interest thereon are payable. No service charge shall be made for any such
exchange, 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 shall not be required to issue or make transfers or exchanges
of Bonds of this series for a period of ten days next preceding any interest
payment date or next preceding the date of any drawing of such Bonds to be
redeemed, and the Company shall not be required to make transfers or exchanges
of any such Bonds drawn in whole or in part for such redemption.
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.
------------------------
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 series hereinafter described, when duly authenticated by or on
behalf of the Trustee and issued by the Company, valid, binding and legal
<PAGE>
10
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 Indenture
and herein otherwise expressly excluded) acquired by the Company since the
execution and delivery of the supplemental indenture dated February 1, 1994
subsequent 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 the existing leases, to liens on easements or
rights of way, to liens for taxes, assessments and governmental charges not in
default or
<PAGE>
11
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 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 SERIES UU.
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, 6 3/4% Series UU due 2006"; shall be limited to the aggregate
principal amount of $175,000,000; shall mature March 1, 2006; shall bear
interest at the rate of 6 3/4% per annum, payable on March 1 and September 1 of
each year; 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 corporate trust office of First Fidelity Bank, National Association
in the City of Newark, State of New Jersey, or, as may be desired by the
persons entitled to receive such principal and interest respectively, at the
corporate trust office of Morgan Guaranty Trust Company of New York, in the
Borough of Manhattan, City and State of New York; shall be issuable only in the
form of fully registered bonds in the denominations of $1,000 and
<PAGE>
12
any multiple of $1,000; and the several denominations shall be interchangeable.
The date of each bond of the Series UU 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 March
1, 1994.
The Company shall not be required to issue or make transfers or exchanges
of bonds of the Series UU for a period of ten days next preceding any interest
payment date or next preceding the date of any drawing of such bonds to be
redeemed, and the Company shall not be required to make transfers or exchanges
of any such bonds drawn in whole or in part for such redemption.
ARTICLE II.
REDEMPTION OF BONDS OF SERIES UU.
SECTION 2.01. Redemption--Redemption Prices. Bonds of the Series UU
shall be subject to redemption at any time by the application of any proceeds
of released property or other money held by the Trustee and which, pursuant to
Section 4C of Article Eight of the Indenture, as amended and supplemented, is
applied to the redemption of bonds of the Series UU, upon payment of the
percentages of the principal amount thereof specified under "Special Redemption
Price" in the tabulation in the Form of Bond hereinbefore set forth during the
respective 12-month periods beginning March 1 of each of the years mentioned in
said tabulation together with accrued interest to the date fixed for
redemption.
SECTION 2.02. Redemptions Pursuant to Section 4C of Article Eight of the
Indenture. If, pursuant to Section 4C of Article Eight of the Indenture, as
amended and supplemented, any proceeds of released property or other money then
held by the Trustee shall be applied to the redemption of bonds of the Series
UU, the Trustee, not later than 30 days prior to the applicable redemption
date, shall draw by lot according to such methods as it shall deem proper, from
all the bonds of the Series UU then outstanding, such principal amount thereof
as is to be redeemed. Bonds of said series so redeemed shall be cancelled.
<PAGE>
13
After such drawing the Trustee shall, beginning not later than 30 nor
earlier than 40 days in advance of the date fixed for redemption, give, in the
name of the Company, notice by mail that bonds of the Series UU bearing the
serial numbers specified have been called for redemption pursuant to said
Section 4C of Article Eight, that they will be due and payable on such
redemption date, at the principal office of the Trustee in Newark, New Jersey,
or (at the option of the holder) at the office or agency of the Company in the
Borough of Manhattan, City and State of New York, at a stated amount (which
shall be the Special Redemption Price applicable upon such redemption date),
that, if the date fixed for redemption be other than an interest payment date,
the bonds will be payable at the stated redemption price, plus accrued interest
to the redemption date, and that all interest thereon will cease to accrue
after said date. Such notice shall be mailed to the several registered owners
of the bonds so called, at their respective addresses as the same may appear on
the registry books. Failure duly to give such notice of redemption to the
registered owner of any bond called for redemption in whole or in part shall
not affect the validity of the proceedings for the redemption of any other
bond.
SECTION 2.03. Called Bonds to be Surrendered--Interest to Cease. Each
bond or portion thereof of the Series UU so called under Section 2.02 hereof
shall be due and payable (upon surrender thereof) at the places and price and
on the date specified in such notice, anything herein or in such bond to the
contrary notwithstanding. From and after the date when each bond or portion
thereof of the Series UU shall be due and payable as aforesaid (unless upon
said date the full amount due thereon shall not be held by the Trustee 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
Series UU shall be drawn by lot by the Trustee pursuant to Section 2.02 hereof,
the notice of redemption hereinbefore provided for shall specify the serial
number of such bond and the portion of the principal amount thereof to be
redeemed. Upon surrender of such bond for partial redemption and upon payment
of the portion so called for redemption, a new bond or bonds of the Series UU,
in aggregate principal amount equal to the unredeemed portion of such
surrendered bond, shall be executed by the Company, authenticated by or on
behalf of the Trustee, and delivered to the registered owner thereof, without
expense to such owner.
<PAGE>
14
SECTION 2.05 Provisions of Indenture Not Applicable. There shall be no
sinking fund for the bonds of Series UU.
ARTICLE III.
MISCELLANEOUS.
SECTION 3.01. Authentication of Bonds of Series UU. None of the bonds of
the Series UU, the issue of which is provided for by this supplemental
indenture, shall be authenticated by or on behalf of 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. Authenticating Agent. As long as any of the bonds of the
Series UU remain outstanding, the Trustee may appoint an authenticating agent
to act on its behalf and subject to its direction in connection with the
authentication of bonds of the Series UU. Such authenticating agent shall be
appointed by the Trustee by an instrument in writing and shall have no
responsibility or liability for any action taken by it at the direction of the
Trustee. Such authenticating agent shall at all times be a corporation
organized and doing business under the laws of the United States or of any
State or Territory or of the District of Columbia authorized under such laws to
act as authenticating agent, having a combined capital and surplus of at least
$5,000,000, subject to supervision or examination by Federal, State,
Territorial, or District of Columbia authority and, if there be such a
corporation willing and able to act as authenticating agent on reasonable and
customary terms, having its principal office and place of business in The City
of New York. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purposes of this Section 3.02 the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.
Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion, or consolidation to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate agency
business of any authenticating agent, shall continue to be the authenticating
<PAGE>
15
agent without the execution or filing of any paper or any further act on the
part of the Trustee or the authenticating agent.
Any authenticating agent may at any time resign by giving written notice
of resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible in accordance with the
provisions of this Section 3.02, the Trustee may appoint a successor
authenticating agent. The Trustee shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all registered
owners of the bonds of the Series UU, at their respective addresses as the same
may appear on the registry books. Any successor authenticating agent, upon
acceptance of its appointment, shall become vested with all the rights, powers,
duties and responsibilities of its predecessor, with like effect as if
originally appointed authenticating agent. No successor authenticating agent
shall be appointed unless eligible under the provisions of this Section 3.02.
The Trustee agrees to pay to the authenticating agent from time to time
reasonable compensation for its services, and the Trustee shall be entitled to
be reimbursed for such payments as provided in the Indenture.
SECTION 3.03. 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
<PAGE>
16
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 3.04. Restriction on Dividends. The Company will not declare or
pay any dividend on any shares of its common stock (other than 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 3.05. 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 Series UU may be facsimiles.
SECTION 3.06. Time for Making of Payment. All payments of principal or
redemption price of and interest on the bonds of the Series UU shall be made
either prior to the due date thereof, or on the due date thereof in immediately
available funds. In any case where the date of any such payment shall be a
Saturday or Sunday or a legal holiday or a day on which banking institutions in
the city of payment 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 due date, and no interest on such
payment shall accrue for the period after such date.
SECTION 3.07. 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 Series UU shall remain
outstanding.
<PAGE>
17
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 Series UU 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 one of its Assistant Vice Presidents and its
corporate seal to be hereunto affixed and to be attested by the signature of
one of its Corporate Trust Officers. Executed and delivered this 9th day of
March, 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 J. WATERS
.................................
(J. Waters)
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 9th day of March, 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
STATE OF NEW JERSEY )
) ss.:
COUNTY OF ESSEX )
BE IT REMEMBERED, that on this 9th day of March, 1994, before me, the
subscriber, a Notary Public of the State of New Jersey, personally appeared J.
Waters who, I am satisfied, is an Assistant Vice President of FIRST FIDELITY
BANK, NATIONAL ASSOCIATION, 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
Notary Public of New Jersey
My Commission Expires July 14, 1997
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CERTIFICATE OF RESIDENCE
First Fidelity Bank, National Association, Mortgagee and Trustee within
named, hereby certifies that its precise residence is 765 Broad Street, Newark,
New Jersey 07101.
FIRST FIDELITY BANK,
NATIONAL ASSOCIATION
By J. WATERS
........................
(J. Waters)
Assistant Vice President
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DESCRIPTION OF THE NEW BONDS
The New Bonds are to be issued under and secured by the indenture (the
"First and Refunding Mortgage") dated August 1, 1924, between the Company and
First Fidelity Bank, National Association, (formerly Fidelity Union Trust
Company), as Trustee (the "Trustee"), as amended and supplemented by the
eighty-three supplemental indentures now in effect and by the proposed
supplemental indentures to be dated the first day of the month in which each
series of the New Bonds are issued (the "New Supplements") providing for the
New Bonds, which indenture and supplemental indentures are hereinafter
collectively called the "Mortgage" and are filed as Exhibits 4a(1) through
4a(85) to the Registration Statement. The following statement includes brief
summaries of certain provisions of the Mortgage. For a complete statement of
such provisions reference is made to the above-mentioned Exhibits, and to the
particular Articles and Sections of the First and Refunding Mortgage and of
certain supplements. Bonds issued or issuable under the Mortgage are
hereinafter sometimes called "Bonds". A copy of the Mortgage including a
proposed New Supplement may be inspected at the office of the Trustee at 765
Broad Street, Newark, New Jersey or at the office of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
The New Bonds will be issuable only in fully registered form in
denominations of $1,000 and any multiple thereof. The New Bonds will be
transferable, and the several denominations thereof will be exchangeable for
New Bonds of other authorized denominations, upon compliance with the
applicable provisions of the Mortgage. No service charge will be made for any
such transfer or exchange, 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 Mortgage does not contain any covenant or other provision that
specifically is intended to afford holders of the New Bonds special protection
in the event of a highly leveraged transaction.
INTEREST, MATURITY AND PAYMENT
See the accompanying Prospectus Supplement.
REDEMPTION
See the accompanying Prospectus Supplement.
LIEN AND SECURITY
The New Bonds will be secured by the lien of the Mortgage equally and
proportionately with all other Bonds. The Mortgage is a first lien on all the
property and franchises of the Company now owned or hereafter acquired (except
cash, accounts and bills receivable, merchandise bought, sold or manufactured
for sale in the ordinary course of business, stocks, bonds or other corporate
obligations or securities, other than those now or hereafter specifically
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pledged thereunder, not acquired with the proceeds of Bonds) (the effectiveness
of the after-acquired property clause being subject to certain possible
exceptions under New Jersey law which are not regarded by the Company as of
practical importance), subject only (i) to liens for taxes, assessments and
governmental charges and other liens, encumbrances, and rights, none of which
liens, encumbrances or rights, in the opinion of the Company, materially
affects the use of the mortgaged property or the value thereof as security for
the Bonds, (ii) to the lien of the Trustee for compensation, expenses and
indemnity to which it may be entitled under the Mortgage, and (iii) as to
after-acquired property, to encumbrances, if any, existing thereon at the time
of acquisition.
Under New Jersey law, the State of New Jersey owns in fee simple for the
benefit of the public schools all lands now or formerly flowed by the tide up
to the mean high-water line, unless it has made a valid conveyance of its
interest in such property.In 1981, because of uncertainties raised as to
possible claims of State ownership, the New Jersey Constitution was amended to
provide that lands formerly tidal-flowed, but which were not then tidal-flowed
at any time for a period of forty years, were not subject to State claims
unless the State specifically defined and asserted a claim within the one year
period ending November 2, 1982. As a result, the State published maps of the
eastern (Atlantic) coast of New Jersey depicting claims to portions of many
properties, including certain properties owned by the Company. The Company
believes it has good title to such properties and will vigorously defend its
title, or will obtain such grants from the State as may ultimately be required.
The cost to acquire any such grants may be covered by title insurance policies.
Assuming that all of such State claims were determined adversely to the
Company, they would relate to land, which, together with the improvements
thereon, would amount to less than 1% of net utility plant. No maps depicting
State claims to property owned by the Company on the western(Delaware River)
side of New Jersey were published within the one year period mandated by the
Constitutional Amendment. Nevertheless, the Company believes it has obtained
all necessary grants from the State for its improved properties along the
Delaware River.
The after-acquired property clause may not be effective as to property
acquired subsequent to the filing of a petition with respect to the Company
under the Federal Bankruptcy Code.
The property of the Company subject to the lien of the Mortgage consists
principally of its electric generating facilities, transmission lines,
distribution lines, switching stations and substations, and its gas production
plants and gas distribution facilities, and includes the Company's undivided
interests as a tenant in common without right of partition in jointly-owned
electric generating and gas production facilities and electric transmission
lines.
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ISSUANCE OF ADDITIONAL BONDS
Additional Bonds may be authenticated and delivered in a principal amount
not exceeding 60% of the cost or fair value to the Company (whichever is less)
of additions or permanent improvements to the mortgaged property within 250
miles of Newark, New Jersey, after deducting the cost of property permanently
abandoned and the difference between the cost and the net amount realized on
the sale of property sold at a price to net less than half of its cost; but
only if the net earnings of the Company (before income taxes, amortization of
debt discount and expense, and fixed charges), for twelve consecutive months
within the fifteen months preceding the application for the authentication of
such additional Bonds, shall have been at least twice the fixed charges of the
Company, including interest on the Bonds applied for. As of July 1, 1993,
additions or improvements against which Bonds may be authenticated amounted to
$4,300,946,619. No additional Bonds may be authenticated and delivered on the
basis of the Company's 22.84% undivided interest in the Keystone Generating
Station and 22.5% undivided interest in the Conemaugh Generating Station (both
in western Pennsylvania) because such stations are not within 250 miles of
Newark, New Jersey.The principal amount of additional Bonds which may be issued
on account of the acquisition of property subject to prior liens is that amount
which might be issued if there were no such liens, less the principal amount of
obligations secured by such liens and not then deposited with the Trustee.
Additional Bonds may also be authenticated and delivered under the Mortgage
from time to time, in a principal amount equal to the principal amount of Bonds
(excluding Bonds retired through a sinking fund or by the application of the
proceeds of released property) or certain prior debt bonds purchased, paid,
refunded, or retired by the Company and deposited with the Trustee, upon such
deposit.
Additional Bonds may also be issued (a) in a principal amount not exceeding
the amount of cash deposited by the Company with the Trustee, to be
subsequently withdrawn on account of additions or improvements or as otherwise
permitted by the Mortgage, upon compliance with the conditions which, at the
time of withdrawal, would authorize the authentication of Bonds in an amount
equal to the cash withdrawn, or (b) in a principal amount not exceeding the
principal amount of matured or maturing Bonds or prior debt bonds, to provide
for the payment or purchase thereof, within 12 months before maturity
(including a maturity resulting from a call for redemption) or at or after
maturity, provided that cash equal to the principal amount of the Bonds so
issued is simultaneously deposited with the Trustee in exchange therefor.
The New Bonds will be issued under the above provisions.
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MAINTENANCE AND DEPRECIATION PROVISIONS
The Company must maintain the useful physical property subject to the
Mortgage in good and businesslike working order and condition and make all
needful and proper repairs, replacements, and improvements thereto. It must
also maintain a reserve for renewals and replacements, reasonable according to
the current standard practice of gas and electric utility companies or as
approved or fixed by the Board of Regulatory Commissioners of the State of New
Jersey.
The New Supplements will contain no maintenance provisions with respect to
the New Bonds.
DIVIDEND RESTRICTIONS
So long as there remain outstanding any of the New Bonds or any of the
Bonds of any series now outstanding (other than the Bonds of the 5% Series due
2037 and the 8% Series due 2037), the Company may not pay any dividend on its
common stock other than dividends payable in such stock, or make any other
distribution thereon or purchase or otherwise acquire for value any such stock
if such action would reduce its earned surplus below $10,000,000 less all
amounts on the books of the Company on December 31, 1948, which shall have been
thereafter required to be removed therefrom by charges to earned surplus
pursuant to any order or rule of any regulatory body thereafter entered.
AMENDMENT OF MORTGAGE
The Mortgage may be modified by the Company and the Trustee with the
consent of the holders of 85% in principal amount of the Bonds then outstanding
(as defined in the Mortgage for such purposes), including, if the modification
affects less than all series of Bonds outstanding, the holders of 85% in
principal amount of the outstanding Bonds of each series affected. No such
change, however, may alter the interest rate, redemption price or date,
maturity date, or amount payable at maturity of any outstanding Bond or
conflict with the Trust Indenture Act of 1939 as then in effect.
RELEASE AND SUBSTITUTION OF PROPERTY
Cash proceeds of released property held by the Trustee (i) may be paid to
the Company to reimburse it for the full cost or fair value, whichever be less,
of additions or improvements permitted under the Mortgage to be used as the
basis for the issuance of additional Bonds, without any net earnings
requirement; (ii) may be paid to the Company in an amount equal to the
principal amount of Bonds or certain prior debt bonds purchased, paid,
refunded, or retired by the Company and deposited with the Trustee; (iii) may
be invested in obligations of the United States; or (iv) may be utilized by the
Trustee for the purchase or redemption of Bonds at the lowest prices
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obtainable. The Trustee must release pledged prior debt bonds of any issue if
all prior debt bonds of such issue have been pledged and there is no lien on
any of the mortgaged property senior to the lien of the Mortgage but junior to
the lien of the prior debt bonds to be released. The Trustee must release
franchises surrendered and structures removed or abandoned by the Company
pursuant to a legal requirement or an agreement with a state or political
subdivision thereof.
Certain additional provisions as to the release of property are referred to
above under Issuance of Additional Bonds and Maintenance and Depreciation
Provisions.
DEFAULTS
The following constitute events of default under the Mortgage: (i) default
in the payment of the principal of any Bonds or prior debt bonds; (ii) default,
continued for three months, in the payment of interest on any Bonds or in the
payment of any installment of any sinking fund provided for any series of
Bonds; (iii) default, continued for three months after written notice to the
Company from the Trustee or the holders of 5% in principal amount of the
outstanding Bonds, in the observance or performance of any other covenant or
condition in the Mortgage; and (iv) the adjudication of the Company as a
bankrupt, the appointment of a receiver for the Company or its property or the
approval of a petition for the reorganization of the Company under the Federal
Bankruptcy Code, if no appeal from such action is taken within 30 days, or on
the same becoming final. The Mortgage does not require the Company to furnish
to the Trustee any periodic evidence as to the absence of default or as to
compliance with the terms of the Mortgage.
The holders of 25% in principal amount of the Bonds then outstanding (or a
majority in principal amount of the Bonds of any series in default, if default
occurs in payments due with respect to Bonds of less than all series) may
require the Trustee to take all steps needful for the protection and
enforcement of the rights of the Trustee and of the holders of Bonds. The
holders of 76% in principal amount of the Bonds then outstanding have the right
to direct and control the action of the Trustee in any judicial or other
proceedings to enforce the Mortgage.
If a default in the payment of principal, interest or sinking fund
installment affects exclusively the Bonds of one or more series, the holders of
a majority of the outstanding Bonds of the series so affected may require the
Trustee to accelerate the maturity of such Bonds and also may require the
Trustee to take other action for the protection of such bondholders.
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CERTIFICATE OF COMPLIANCE
Pursuant to the provisions of the Trust Indenture Act of 1939, as amended,
the Company is required to certify to the Trustee, not less than annually, the
Company's compliance with all conditions and covenants under the Mortgage.
CONCERNING THE TRUSTEE
First Fidelity Bank, National Association, Trustee and a paying agent
under the Mortgage, is a subsidiary of First Fidelity Bancorporation. The
Company also maintains other normal banking relationships with First Fidelity
Bank, National Association.
E. James Ferland, Chairman of the Board, President and Chief Executive
Officer of Enterprise, and Chairman of the Board and Chief Executive Officer of
the Company, is a director of First Fidelity Bancorporation and of First
Fidelity Bank, National Association.
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CERTAIN TERMS OF THE NEW BONDS
The following supplemental information concerning the New Bonds should be
read in conjunction with the statements under "Description of the New Bonds" in
the accompanying Prospectus.
INTEREST, MATURITY AND PAYMENT
The New Bonds will mature on March 1, 2014 and will bear interest at the
rate shown on the cover of this Prospectus Supplement, payable March 1 and
September 1, commencing September 1, 1994. Principal and interest will be
payable,and transfers and exchanges of the New Bonds may be made, at the
corporate trust office of Morgan Guaranty Trust Company of New York, in New
York, New York, or at the principal corporate trust office of First Fidelity
Bank, National Association ("Trustee"), in Newark, New Jersey.
REDEMPTION PROVISIONS
The New Bonds will be subject to redemption prior to maturity, on not less
than 30 days' notice by mail, (1) as a whole at any time or in part on any
interest payment date, at the election of the Company (subject to the approval
of the New Jersey Board of Regulatory Commissioners) upon payment of the
percentage of the principal amount thereof specified below under Regular
Redemption Price during the respective 12 month periods beginning March 1 of
each year of the years mentioned, provided, however, that prior to March 1,
2004 no New Bonds may be so redeemed, and (2) at any time (provided there are
no Bonds that can be purchased or redeemed at a lower price and provided any
such redemption is pro rata with all other Bonds with the same redemption
price) by the application of proceeds of released property or certain other
money held by the Trustee in certain cases (see "Description of the New
Bonds--Release and Substitution of Property" in the accompanying Prospectus),
upon payment of the percentages of the principal amount thereof specified below
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under Special Redemption Price during the respective 12 month periods beginning
March 1 of each of the years mentioned:
12 MONTH
PERIOD REGULAR SPECIAL
BEGINNING REDEMPTION REDEMPTION
MARCH 1 PRICE PRICE
- -------------------------- ----------- -----------
1994...................... -- 100.00%
1995...................... -- 100.00
1996...................... -- 100.00
1997...................... -- 100.00
1998...................... -- 100.00
1999...................... -- 100.00
2000...................... -- 100.00
2001...................... -- 100.00
2002...................... -- 100.00
2003...................... -- 100.00
12 MONTH
PERIOD REGULAR SPECIAL
BEGINNING REDEMPTION REDEMPTION
MARCH 1 PRICE PRICE
- -------------------------- ----------- -----------
2004...................... 102.13% 100.00%
2005...................... 101.70 100.00
2006...................... 101.28 100.00
2007...................... 100.85 100.00
2008...................... 100.43 100.00
2009...................... 100.00 100.00
2010...................... 100.00 100.00
2011...................... 100.00 100.00
2012...................... 100.00 100.00
2013...................... 100.00 100.00
plus accrued interest to the redemption date. In case of redemption at the
election of the Company, as described in (1) above, the notice of redemption
may be conditioned upon the deposit with the Trustee, on or before the
redemption date, of the redemption price, with accrued interest to the
redemption date.
There will be no sinking or improvement fund for the New Bonds.
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CERTAIN TERMS OF THE NEW BONDS
The following supplemental information concerning the New Bonds should be
read in conjunction with the statements under "Description of the New Bonds" in
the accompanying Prospectus.
INTEREST, MATURITY AND PAYMENT
The New Bonds will mature on March 1, 2006 and will bear interest at the
rate shown on the cover of this Prospectus Supplement, payable March 1 and
September 1, commencing September 1, 1994. Principal and interest will be
payable,and transfers and exchanges of the New Bonds may be made, at the
corporate trust office of Morgan Guaranty Trust Company of New York, in New
York, N.Y., or at the principal corporate trust office of First Fidelity Bank,
National Association ("Trustee") in Newark, N.J.
REDEMPTION PROVISIONS
The New Bonds will not be subject to redemption prior to maturity either
as a whole or in part at the option of the Company.
In certain cases, the New Bonds will be subject to mandatory redemption
prior to maturity at any time on not less than 30 days' notice by mail
(provided there are no Bonds that can be purchased or redeemed at a lower price
and provided any such redemption is pro rata with all other Bonds with the same
redemption price) by the application of proceeds of released property or
certain other money held by the Trustee upon payment of 100% of the principal
amount thereof. See "Description of the New Bonds--Release and Substitution of
Property" in the accompanying Prospectus.
There will be no sinking or improvement fund for the New Bonds.
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