SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 1)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13E-3 (Sec.240.13e-3) THEREUNDER)
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(NAME OF THE ISSUER AND PERSON 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)
__________________________
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1],
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c)
[Sec.240.13e-3(c)] under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Page 1 of 4 Pages
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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.
Amount Previously Paid: $ 25,052.10 Filing Parties: Public Service
Electric and Gas
Company
Form or Registration Nos.: Schedule 13E-4 Date Filed: May 16, 1996
Page 2 of 4 Pages
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This Rule 13E-3 Transaction Statement on Schedule 13E-3, originally
filed by Public Service Electric and Gas Company on May 16, 1996 (the "Schedule
13E-3"), is hereby amended as set forth herein.
EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION
IN THE SCHEDULE 13E-3 REMAINS UNCHANGED.
Subparagraph (g) under "Section 8-Certain Conditions of the Offer" on
page 15 of the Offer to Purchase is hereby amended in its entirety as follows:
"(g) the Company elects not to proceed with the offering of the Cumulative
Quarterly Income Preferred Securities ("QUIPS") by PSE&G Capital Trust I, a
special purpose business trust controlled by the Company, or the offering of
the QUIPS, if commenced, is terminated on or prior to the Expiration Date,
provided that there is a substantial risk that PSE&G Capital Trust I is, or will
be, subject to Federal income tax with respect to interest on the Deferrable
Interest Subordinated Debentures of the Company purchased by PSE&G Capital
Trust I, (ii) interest payable by the Company on such Debentures is not, or will
not be, deductible for Federal income tax purposes by the Company or (iii) PSE&G
Capital Trust I is, or will be, subject to more than a de minimis amount of
other taxes, duties, assessments or other charges;"
Page 3 of 4 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 12, 1996 PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By: /s/ Francis J. Riepl
----------------------------------------------------
Name: Francis J. Riepl
Title: Vice President and Treasurer
Page 4 of 4 Pages
