SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A-3
(Final Amendment)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(NAME OF THE ISSUER AND PERSON(S) FILING STATEMENT)
4.08% Cumulative Preferred Stock
4.18% Cumulative Preferred Stock
4.30% Cumulative Preferred Stock
5.05% Cumulative Preferred Stock
5.28% Cumulative Preferred Stock
6.80% Cumulative Preferred Stock
6.92% Cumulative Preferred Stock
(TITLE OF CLASS OF SECURITIES)
744567 306 (4.08% Cumulative Preferred Stock)
744567 405 (4.18% Cumulative Preferred Stock)
744567 504 (4.30% Cumulative Preferred Stock)
744567 603 (5.05% Cumulative Preferred Stock)
744567 702 (5.28% Cumulative Preferred Stock)
744567 801 (6.80% Cumulative Preferred Stock)
744567 710 (6.92% Cumulative Preferred Stock)
(CUSIP NUMBER OF CLASS OF SECURITIES)
Robert C. Murray
Senior Vice President and Chief Financial Officer
80 Park Plaza, T4B
P.O. Box 570
Newark, New Jersey 07101
(201) 430-5630
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
MAY 16, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
--------------------- --------------------
$125,260,500 $ 25,052.10
* Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as
amended, and Rule 0-11(b)(1) thereunder, the transaction value was
calculated by multiplying 187,500 shares of 4.08% Preferred Stock, 187,500
shares of 4.18% Preferred Stock, 187,500 shares of 4.30% Preferred Stock,
187,500 shares of 5.05% Preferred Stock, 187,500 shares of 5.28% Preferred
Stock, 187,500 shares of 6.80% Preferred Stock and 450,000 shares of 6.92%
Preferred Stock by $59.30, $60.76, $62.50, $73.40, $76.74, $97.42 and
$99.14, the respective per share purchase prices.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE, AND THE DATE OF ITS FILING.
Public Service
Electric and
Amount Previously Paid: $25,052.10 Filing Parties: Gas Company
Form or Registration Nos.: Schedule 13E-4 Date Filed: May 16, 1996
Page 1 of 3 Pages
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EXPLANATORY NOTE
This Final Amendment amends and supplements the Issuer Tender
Offer Statement on Schedule 13E-4 originally filed by Public Service Electric
and Gas Company (the "Company") on May 16, 1996 and amended on June 12, 1996
and June 14, 1996 (as amended, the "Schedule 13E-4"). The Schedule 13E-4 is
hereby amended as set forth herein.
EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION
IN THE SCHEDULE 13E-4 REMAINS UNCHANGED.
ITEM 8. ADDITIONAL INFORMATION
Item 8 is hereby amended and supplemented by adding thereto the
following:
(a) The tender offer terminated in accordance with its terms at
midnight, New York City time, on Thursday, June 13, 1996. According to a final
count by First Chicago Trust Company of New York, depositary for the tender
offer, as of Midnight, New York City time, on June 13, 1996, there were validly
tendered pursuant to the tender offer, 103,779 shares of the Company's
4.08% Cumulative Preferred Stock, 132,984 shares of the Company's
4.18% Cumulative Preferred Stock, 100,522 shares of the Company's
4.30% Cumulative Preferred Stock, 145,998 shares of the Company's
5.05% Cumulative Preferred Stock, 132,136 shares of the Company's
5.28% Cumulative Preferred Stock, 61,316 shares of the Company's
6.80% Cumulative Preferred Stock and 439,289 shares of the Company's
6.92% Cumulative Preferred Stock. Pursuant to the tender offer,
the Company accepted for payment all such shares of Cumulative
Preferred Stock validly tendered according to the terms of the
tender offer. No proration was required.
Page 2 of 3 Pages
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: June 21, 1996 PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By: /s/ Francis J. Riepl
-----------------------------------------
Name: Francis J. Riepl
Title: Vice President and Treasurer
Page 3 of 3 Pages
