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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
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(Exact name of registrant as specified in its charter)
New Jersey 22-1212800
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
80 Park Plaza, P. O. Box 570, Newark, New Jersey 07101-0570
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered
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6.92% Cumulative Preferred
Stock ($100 Par)
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Public Service Electric and Gas Company
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Item 1. Description of Registrant's Securities to be Registered.
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Capital Stock.
Description of the securities to be registered is set forth under
"Description of the New Preferred Stock" in the Prospectus dated September
15, 1993 and filed with the Commission under Rule 424(b)(3) on October 14,
1993 to Registration Statement No. 33-50199 of the Registrant filed under the
Securities Act of 1933 dated September 9, 1993 and under "Certain Terms of
the New Preferred Stock ($100 Par) in the Prospectus Supplement dated January
27, 1994 and filed with the Commission under Rule 424(b)(5) on January 28,
1994.
The 600,000 shares of the Company's 6.92% Cumulative Preferred Stock
($100 Par) was issued pursuant to Registration Statement No. 33-50199.
Item 2. Exhibits.
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Exhibit Number
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99(a) - "Description of the New Preferred Stock" contained in
Prospectus dated September 15, 1993 filed in accordance
with Rule 424(b)(3) on October 14, 1993.
99(b) - "Certain Terms of the New Preferred Stock ($100 Par)
applicable to the New Preferred Stock ($100 Par),
contained in Prospectus Supplement dated January 27,
1994, filed in accordance with Rule 424(b)(5) on January
28, 1995.
2
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
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(Registrant)
By FRANCIS J. RIEPL
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Francis J. Riepl
Vice President and Treasurer
Public Service Electric and Gas Company
3
Dated: February 24, 1994
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Exhibit 99(a)
DESCRIPTION OF THE NEW PREFERRED STOCK
The following statement briefly summarizes certain provisions of Articles
IV and V of the Company's Restated Certificate of Incorporation, as amended,
and as proposed to be amended to create the New Preferred Stock, copies of
which Restated Certificate of Incorporation and amendment thereto (hereinafter
called the "Charter"), and the proposed amendment creating the New Preferred
Stock, are filed as Exhibits 3a(1) through 3a(5) to the registration statement.
For a complete statement of such provisions reference is made to such exhibits,
and to the particular Articles and Subdivisions of the Charter, hereinafter
referred to, and the following statement is qualified in its entirety by such
reference.
The Charter authorizes the issuance of two classes of preferred stock
(hereinafter collectively called the "preferred stock") consisting of 7,500,000
shares of Preferred Stock having a par value of $100 a share (hereinafter
called "Preferred Stock ($100 Par)") and 10,000,000 shares of Preferred
Stock--$25 Par. The Preferred Stock ($100 Par) and the Preferred Stock--$25 Par
rank equally with respect to dividends and distribution of assets upon
liquidation, dissolution or winding up of the Company. All series of each class
of preferred stock rank equally with all other series of the same class, and
all series of the same class must be alike in all respects, except for
variations and differences between series as to rate of dividends, redemption
prices, amounts payable upon liquidation or dissolution, any sinking fund and
any conversion rights, all as determined by the Company's Board of Directors.
If any dividends or the amounts payable on liquidation or dissolution are not
paid in full upon all shares of preferred stock, all shares of preferred stock
participate ratably in the payment of such dividends in proportion to the sums
which would be payable thereon if all dividends thereon were paid in full, and
in case of liquidation or dissolution of the Company, in proportion to the sums
which would be payable on such liquidation or dissolution if all sums payable
thereon to holders of all shares of preferred stock were discharged in full.
DIVIDEND RIGHTS
See the accompanying Prospectus Supplement.
So long as any shares of preferred stock are outstanding, no dividend
(other than dividends payable in shares of Common Stock) may be paid on or set
apart for the Common Stock, nor may any shares thereof be purchased, redeemed
or otherwise acquired for value by the Company or any subsidiary, unless (i)
the Company is not in arrears in respect of any dividends on, or sinking fund
for any series of, preferred stock; (ii) full dividends on all outstanding
shares of preferred stock for the then current quarterly dividend period have
been declared and set apart; and (iii) after giving effect to the payment of
such dividend or such purchase, redemption or other acquisition, the capital of
the Company represented by its Common Stock, plus its surplus, exceeds the
aggregate of the amounts payable on involuntary liquidation or dissolution of
the Company in respect of all shares of preferred stock then outstanding.
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No dividends may be paid on stock of the Company except out of its earned
surplus.
VOTING RIGHTS
If dividends upon any shares of preferred stock are in arrears to an
amount equal to the annual dividend thereon, the holders of preferred stock,
voting separately as a single class, are entitled to elect a
majority of the Company's Board of Directors. Such voting rights of the holders
of preferred stock to elect directors continue until all accumulated and unpaid
dividends thereon have been paid, whereupon all such voting rights cease,
subject to being again revived from time to time. Stockholders of all classes,
including holders of preferred stock when entitled to vote, are entitled to
cumulative voting in the election of directors.
Without the consent of the holders of two-thirds of the preferred stock
then outstanding, voting as a single class, the Company may not issue preferred
stock unless (1) net earnings of the Company available for the payment of
interest charges, after provisions for all taxes, for any 12 consecutive months
out of the 15 preceding months, shall have been at least 1 1/2 times the
aggregate of the annual interest requirements on its indebtedness to be
outstanding immediately after the issuance of such shares and the annual
dividend requirements on all preferred stock to be then outstanding, and (2)
the capital of the Company represented by its Common Stock, plus its surplus,
shall exceed the aggregate of the amounts payable on involuntary liquidation or
dissolution of the Company in respect of all shares of its preferred stock to
be outstanding immediately after the issuance of such additional shares.
When voting as a single class the holders of Preferred Stock ($100 Par)
are entitled to one vote per share, and the holders of Preferred Stock--$25 Par
are entitled to 1/4 vote per share.
Without the consent of the holders of two-thirds of each class of
outstanding preferred stock, the Company may not adopt any amendment to its
charter which would (1) create or authorize any class of stock ranking prior to
or equally with such class as to dividends or distribution on liquidation or
dissolution, or (2) adversely affect the rights or preferences of the holders
of any shares of such class, provided, that if any such amendment adversely
affects less than all series of such class only the consent of the holders of
two-thirds of each series so affected is required, and that no consent of the
holders of either class of preferred stock is required for increasing the
amount of authorized preferred stock.
Without the consent of the holders of a majority of each class of
outstanding preferred stock, the Company may not consolidate or merge with or
into any other corporation unless none of the rights or preferences of the
holders of such class will be adversely affected thereby, and unless the
corporation resulting therefrom will have outstanding immediately thereafter no
stock, except the preferred stock, ranking prior to or equally with such class
as to dividends or distribution on liquidation or dissolution.
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Except as otherwise required by law, the holders of the Common Stock have
all other voting rights in the Company. Public Service Enterprise Group
Incorporated is the owner of all of the outstanding Common Stock of the
Company.
LIQUIDATION RIGHTS
On liquidation or dissolution of the Company (not including a
consolidation or merger to which the Company is a party), before any payment or
distribution is made to the holders of the Common Stock, the holder of each
share of preferred stock of each series is entitled to be paid (1) if such
liquidation or dissolution be involuntary, the par value thereof, or, (2) if
such liquidation or dissolution be voluntary, the amount established by the
Board of Directors in respect of the shares of such series, which in the case
of each outstanding series is the optional redemption price then in effect,
plus in each case an amount equal to all accumulated and unpaid dividends
thereon to the date of such payment, whether or not such dividends shall have
been earned or declared, and no more.
REDEMPTION AND SINKING FUND PROVISIONS (IF ANY)
See the accompanying Prospectus Supplement.
OTHER PROVISIONS
The holders of preferred stock are not entitled to any pre-emptive or
other subscription rights.
The shares of the New Preferred Stock, when duly issued and paid for in
accordance with the Purchase Agreement hereinafter mentioned, will be fully
paid and non-assessable.
PENNSYLVANIA PERSONAL PROPERTY TAX
In the opinion of Ballard Spahr Andrews & Ingersoll, of Philadelphia, PA,
Pennsylvania Counsel to the Company, the New Preferred Stock is exempt under
Pennsylvania law, as presently in effect, from all personal property taxes in
Pennsylvania.
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Transfer agents for the New Preferred Stock are the transfer clerks at the
office of the Company, 80 Park Plaza, P.O. Box 570, Newark, NJ 07101 and First
Chicago Trust Company of New York, 30 West Broadway, New York, NY 10007.
Registrars for the New Preferred Stock are First Fidelity Bank, N.A., New
Jersey, 765 Broad Street, Newark, NJ 07101 and First Chicago Trust Company of
New York, 30 West Broadway, New York, NY 10007.
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Exhibit 99(b)
CERTAIN TERMS OF THE NEW PREFERRED STOCK ($100 PAR)
The following supplemental information concerning the New Preferred Stock
($100 Par) should be read in conjunction with the statements under "Description
of the New Preferred Stock" in the accompanying Prospectus.
DIVIDEND RIGHTS
The holders of the New Preferred Stock ($100 Par) are entitled to receive,
when and as declared by the Company's board of directors, cash dividends at the
annual rate set forth on the cover of this Prospectus Supplement, and no more,
cumulative and payable initially for the period from February 3, 1994 through
March 31, 1994, and thereafter quarterly with respect to each calendar
quarterly period, on or before the last day of each March, June, September and
December. No dividends may be paid on stock of the Company except out of its
earned surplus.
REDEMPTION PROVISIONS
All or any of the shares of the New Preferred Stock ($100 Par) may be
redeemed at the option of the Company upon not less than 30 days' notice at any
time upon payment in cash of the applicable redemption price as set forth
below, plus an amount equal to all accumulated and unpaid dividends thereon to
the date of redemption, whether or not such dividends shall have been earned or
declared; provided, however, that prior to February 1, 2004 none of the shares
of the New Preferred Stock ($100 Par) may be redeemed.
REDEMPTION
REDEMPTION PERIOD PRICE
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February 1, 2004 through January 31, 2005 ................ $ 103.46
February 1, 2005 through January 31, 2006 ................ $ 103.12
February 1, 2006 through January 31, 2007 ................ $ 102.77
February 1, 2007 through January 31, 2008 ................ $ 102.43
February 1, 2008 through January 31, 2009 ................ $ 102.08
February 1, 2009 through January 31, 2010 ................ $ 101.73
February 1, 2010 through January 31, 2011 ................ $ 101.39
February 1, 2011 through January 31, 2012 ................ $ 101.04
February 1, 2012 through January 31, 2013 ................ $ 100.70
February 1, 2013 through January 31, 2014 ................ $ 100.35
February 1, 2014 and thereafter ................ $ 100.00
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OTHER PROVISIONS
The holders of preferred stock are not entitled to any pre-emptive or
other subscription rights. No sinking fund is provided for the New Preferred
Stock ($100 Par).
The shares of the New Preferred Stock ($100 Par), when duly issued and
paid for in accordance with the Purchase Agreement hereinafter mentioned, will
be fully paid and non-assessable.
PENNSYLVANIA PERSONAL PROPERTY TAX
In the opinion of Ballard Spahr Andrews & Ingersoll, of Philadelphia,
Pennsylvania, Pennsylvania counsel to the Company, the New Preferred Stock
($100 Par) is exempt under Pennsylvania law, as presently in effect, from all
personal property taxes in Pennsylvania.
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Transfer agents for the New Preferred Stock ($100 Par) are the transfer
clerks at the office of the Company, 80 Park Plaza, P.O. Box 570, Newark, NJ
07101 and First Chicago Trust Company of New York, 30 West Broadway, New York,
NY 10007. Registrars for the New Preferred Stock ($100 Par) are First Fidelity
Bank, National Association, 765 Broad Street, Newark, NJ 07101 and First
Chicago Trust Company of New York, 30 West Broadway, New York, NY 10007.
