SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3/A-2
(AMENDMENT NO. 2)
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
<PAGE>
This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction
Statement on Schedule 13E-3 originally filed by Public Service Electric and Gas
Company (the "Company") on May 16, 1996 and amended on June 12, 1996 (as
amended, the "Schedule 13E-3"). 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.
ITEM 16. ADDITIONAL INFORMATION
Item 16 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. The preliminary
results of such offer are as set forth in Exhibit (d)(10) attached hereto.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Item 17 is hereby amended and supplemented by adding thereto the
following:
(d)(10) Press Release issued by the Company dated June 14, 1996.
Page 3 of 4 Pages
<PAGE>
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 14, 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
EXHIBIT (d)(10)
[LOGO] PSEG INVESTOR NEWS
PSE&G CONTACT:
BRIAN SMITH, DIRECTOR, INVESTOR RELATIONS 201 430-6564 NYSE:PEG
ROBERT C. MURRAY, SENIOR VICE PRESIDENT AND CFO 201 430-5630
FRANCIS J. RIEPL, VICE PRESIDENT AND TREASURER 201 430-6556
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June 14, 1996
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER
FOR SEVEN SERIES OF CUMULATIVE PREFERRED STOCK
Public Service Electric and Gas Company (PSE&G) announced today (June
14, 1996) that, according to a preliminary count by the depositary, a total of
1,078,316 shares (or 51% of the total outstanding shares) of seven series of
PSE&G's cumulative preferred stock have been tendered to the company pursuant to
its offer to purchase up to a total of 1,575,000 shares for cash.
The offer expired at 12:00 midnight, New York City time, on Thursday,
June 13, 1996.
On May 16, 1996, PSE&G offered to purchase shares of six series of its
cumulative preferred stock traded on the New York Stock Exchange and a seventh
series which is traded in the over-the-counter market and is not listed on any
national securities exchange.
Subject to final confirmation and pursuant to the terms of the offer,
the following shares (and the percentage of the total outstanding before the
offer) have been tendered to and accepted by PSE&G: 93,371 shares (or 37%) of
its 4.08% cumulative preferred stock for a price of $59.30; 132,984 shares (or
53%) of its 4.18% cumulative preferred stock for a price of $60.76; 80,522
shares (or 32%) of its 4.30% cumulative preferred stock for a price of $62.50;
145,098 shares (or 58%) of its 5.05% cumulative preferred stock for a price of
$73.40; 128,226 shares (or 51%) of its 5.28% cumulative preferred stock for a
price of $76.74; 58,826 shares (or 24%) of its 6.80% cumulative preferred stock
for a price of $97.42, and 439,289 shares (or 73%) of its 6.92% cumulative
preferred stock for a price of $99.14.
There will be no proration of the shares offered for tender. PSE&G
expects to pay for the shares, properly tendered and not withdrawn, on June
17, 1996.
The dealer managers for the tender offer are Goldman, Sachs & Co. and
Merrill Lynch & Co. and the depositary is First Chicago Trust Company of New
York.
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Public Service Enterprise Group Incorporated, P.O. Box 1171, Newark, NJ 07101-
1171
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Subsidiaries:
Public Service Electric and Gas Company
PSE&G Fuel Corporation
Enterprise Diversified Holdings Incorporated
Energy Development Corporation
Community Energy Alternatives Incorporated
Public Service Resources Corporation
Enterprise Group Development Corporation
PSEG Capital Corporation
Enterprise Capital Funding Corporation
