As filed with the Securities and Exchange Commission on April 17, 1998
Registration No. 333-44991
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Public Service Electric and
Gas Company
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEW JERSEY 22-1212800
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
80 Park Plaza, T4B, P.O. Box 570, Newark, New Jersey 07101-0570
(973) 430-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
<TABLE>
<S> <C>
JAMES T. FORAN, Esq. ROBERT C. MURRAY
General Corporate Counsel Executive Vice President -- Finance
80 Park Plaza, T5B, P.O. Box 570 80 Park Plaza, T4B, P.O. Box 570
Newark, New Jersey 07101 Newark, New Jersey 07101
(973) 430-6131 (973) 430-5630
</TABLE>
(Name, address, including zip code, and telephone number, including area code,
of agents for service)
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Please send copies of all communications to:
HOWARD G. GODWIN, JR., Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
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Approximate date of commencement of proposed sale to the public: At such time
after the effective date of this Registration Statement as may be warranted by
market conditions and other factors.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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THE PROSPECTUS INCLUDED AS A PART OF THIS REGISTRATION STATEMENT CONTAINS
THE INFORMATION REQUIRED BY RULE 429 OF THE COMMISSION UNDER THE SECURITIES ACT
OF 1933 WITH RESPECT TO FIRST AND REFUNDING MORTGAGE BONDS OF THE COMPANY
COVERED BY REGISTRATION NO. 333-27547. THIS AMENDMENT ALSO CONSTITUTES
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-27547 AND SUCH
POST-EFFECTIVE AMENDMENT NO. 1 SHALL HEREAFTER BECOME EFFECTIVE CONCURRENTLY
WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN ACCORDANCE WITH
SECTION 8(C) OF THE SECURITIES ACT OF 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED MARCH , 1998
PROSPECTUS
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
FIRST AND REFUNDING MORTGAGE BONDS
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This Prospectus is to be used by Public Service Electric and Gas Company
(the "Company") in connection with its sale from time to time in one or more
series of not more than $500,000,000 principal amount of its First and Refunding
Mortgage Bonds ("New Bonds"). The Company may sell the First and Refunding
Mortgage Bonds directly, through agents, underwriters or dealers as designated
from time to time, through competitive bidding procedures or through a
combination of such methods. If competitive bidding procedures are used, the
First and Refunding Mortgage Bonds will be offered for sale pursuant to the
competitive bidding procedures set forth in the Company's Statement of Terms and
Conditions Relating to Bids for such First and Refunding Mortgage Bonds, copies
of which are available from the Company.
Pursuant to said Terms and Conditions, at least 24 hours prior to the time
designated for the opening of bids for each series of New Bonds by the Company,
the Company will notify prospective bidders or, in the case of a group of
bidders, the representative of the group, in writing of (1) the date and time
for the receipt of bids, (2) whether bids will be received in writing, by
telephone confirmed in writing, or either in writing or by telephone confirmed
in writing, (3) the principal amount of such New Bonds, (4) the series
designation of such New Bonds, (5) the minimum and maximum percentages of
principal amount which may be specified in the bid as the purchase price for the
New Bonds, (6) the term of such New Bonds, which shall not be less than one year
nor more than 40 years, (7) the terms and conditions upon which such New Bonds
may be redeemed, either at the option of the Company, pursuant to any sinking or
improvement fund for the New Bonds, or otherwise, and (8) such other provisions
as may be necessary or desirable to establish the terms and conditions of such
New Bonds and the terms of bidding therefor. Thereafter, the Company may also
notify such bidders or representative, orally, confirmed in writing, not less
than 30 minutes prior to the time designated for receiving bids, of any reduced
principal amount of New Bonds for which the Company may elect to receive bids.
If any such agents, underwriters or dealers are involved in the sale of the
First and Refunding Mortgage Bonds in respect of which this Prospectus is being
delivered, the names of such agents, underwriters or dealers and any applicable
agent's commission, underwriter's discount or dealer's purchase price and the
net proceeds to the Company from such sale will be set forth in, or may be
calculated on the basis set forth in, an accompanying Prospectus Supplement. See
"Plan of Distribution" for possible indemnification arrangements for any such
agents, underwriters and dealers.
The specific designation, aggregate principal amount, purchase price,
maturity date, times of payment of interest, and redemption or other particular
terms of each series of New Bonds will be set forth in an accompanying
Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS APRIL , 1998.
<PAGE>
AVAILABLE INFORMATION
Public Service Electric and Gas Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. and at
its regional offices at 500 West Madison Street, Chicago, Illinois and Seven
World Trade Center, New York, New York. Copies of such material can also be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549-1004 at prescribed rates. Such information
may also be accessed electronically by means of the Commission's home page on
the Internet (http://www.sec.gov). Such material can also be inspected at the
New York Stock Exchange, Inc. where certain of the Company's securities are
listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, filed pursuant to the 1934 Act.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act prior to the termination of the offering of
the New Bonds shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents. Any
statements contained in a document incorporated or deemed to be incorporated by
reference herein shall be modified or superseded for the purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein or in the accompanying Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be incorporated by reference
in this Prospectus, other than exhibits to such documents not specifically
incorporated by reference herein. Requests for such copies should be directed to
the Director -- Investor Relations, Public Service Electric and Gas Company, 80
Park Plaza, T6B, P. O. Box 570, Newark, New Jersey 07101, telephone (973)
430-6503.
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THE COMPANY
The Company is an operating public utility company, providing electric and
gas service in areas of New Jersey in which about 70% of its population resides.
The Company is the principal subsidiary of Public Service Enterprise Group
Incorporated ("Enterprise"), which owns all of the Company's common stock.
The Company's service area is a corridor of approximately 2,600 square
miles running diagonally across the State of New Jersey from Bergen County in
the northeast to an area below the City of Camden in the southwest. The
territory is heavily populated and includes New Jersey's six largest cities and
many residential communities as well as commercial and industrial areas. The
Company's executive offices are located at 80 Park Plaza, P. O. Box 570, Newark,
New Jersey 07101-0570, telephone (973) 430-7000.
USE OF PROCEEDS
The net proceeds from the sale of the New Bonds will be added to the
general funds of the Company and will be used for general corporate purposes,
including the refunding and redemption of certain of its higher cost and
maturing debt obligations, the reimbursement of its treasury for funds expended
therefor and/or the payment of its short-term obligations incurred for such
purposes.
COVERAGE RATIOS
The Company's Ratio of Earnings to Fixed Charges for each of the periods
indicated is as follows:
<TABLE>
<CAPTION>
12 MONTHS
ENDED
YEARS ENDED DECEMBER 31, DECEMBER 31,
- ---------------------------------------- ------------
<S> <C> <C> <C> <C> <C>
1993 1994 1995 1996 1997 1997
- ---- ---- ---- ---- ---- ------------
3.30 3.35 3.25 2.83 2.81 2.81
</TABLE>
The Ratio of Earnings to Fixed Charges represents, on a pre-tax basis, the
number of times earnings cover fixed charges. Earnings consist of net income, to
which have been added fixed charges and taxes based on income of the Company and
its subsidiaries. Fixed charges consist of interest charges and an interest
factor in rentals.
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 Union National Bank (formerly Fidelity Union Trust Company), as Trustee
(the "Trustee"), as amended and supplemented by the ninety-seven 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(99) 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 Commission, 450 Fifth
Street, N.W., Washington, D.C.
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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
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.
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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.
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, 1997,
additions or improvements against which Bonds may be authenticated amounted to
$5.505 billion. 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.
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
5
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of gas and electric utility companies or as approved or fixed by the Board of
Public Utilities 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 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
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<PAGE>
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.
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 Union National Bank, Trustee, is a paying agent under the Mortgage
and a trustee under other indentures of the Company. The Company also maintains
other normal banking relationships with First Union National Bank.
PLAN OF DISTRIBUTION
The Company may sell any series of the New Bonds to or through
underwriters, dealers, or agents or directly to one or more other purchasers.
If competitive bidding procedures are used for a particular series of New
Bonds, the Company will sell each series of the New Bonds through the
competitive bidding procedures set forth in the Company's Terms and Conditions
Relating to Bids for the New Bonds (the "Terms and Conditions") filed as Exhibit
1a to the Registration Statement. Notice of the bidding for the New Bonds will
be provided, in accordance with the Terms and Conditions, to prospective bidders
or, in the case of a group of bidders, to the representative of the group, who
have notified the Company that they intend to submit a bid and wish to be
provided notice of the time and date of bidding. Upon the acceptance of a bid
for each series of the New Bonds, a Purchase Agreement, substantially in the
form of Exhibit 1b to the Registration Statement, will become effective
providing for the issuance and sale of such New Bonds pursuant to a firm
commitment underwriting on the terms set forth therein.
The purchase price of each series of the New Bonds and the proceeds to the
Company from such sale and the terms of any re-offering of such New Bonds,
including the name or names of any underwriters, any underwriting discounts and
other terms constituting underwriters' compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
will be set forth in an accompanying Prospectus Supplement. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
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Unless otherwise set forth in the Prospectus Supplement relating to a
particular series or issue of New Bonds, the obligations of the underwriters to
purchase such New Bonds will be subject to certain conditions precedent and each
of the underwriters with respect to such New Bonds will be obligated to purchase
all of the New Bonds of such series or issue allocated to it if any such New
Bonds are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
The New Bonds may be offered and sold by the Company directly or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the New Bonds in respect of which this Prospectus is delivered
will be named in, and any commissions payable by the Company to such agent will
be set forth in, the applicable Prospectus Supplement. Unless otherwise
indicated in the applicable Prospectus Supplement, each such agent will be
acting on a firm commitment underwriting basis for the period of its
appointment.
Any underwriters, dealers or agents participating in the distribution of
the New Bonds may be deemed to be underwriters, and any discounts or commissions
received by them on the sale or resale of New Bonds may be deemed to be
underwriting discounts and commissions, under the Securities Act of 1933, as
amended (the "1933 Act"). Underwriters, dealers and agents may be entitled,
under agreements entered into with the Company, to indemnification by the
Company against certain civil liabilities, including liabilities under the 1933
Act.
LEGAL OPINIONS
The legality of the New Bonds will be passed on for the Company by James T.
Foran, Esq., General Corporate Counsel, or R. Edwin Selover, Esq., Senior Vice
President and General Counsel, of the Company, who may rely on the opinion of
Ballard Spahr Andrews & Ingersoll, of Philadelphia, Pennsylvania, as to matters
of Pennsylvania law. Brown & Wood LLP, of New York, New York, will pass on the
legality of the New Bonds for the Underwriters and may rely on the opinion of
Counsel of the Company as to matters of New Jersey law and on the opinion of
Ballard Spahr Andrews & Ingersoll as to matters of Pennsylvania law.
EXPERTS
Mr. Foran has reviewed the statements in this Prospectus as to the lien of
the Mortgage securing the New Bonds under Description of the New Bonds -- Lien
and Security (except insofar as they relate to the lien of the Mortgage on
property of the Company located in Pennsylvania). Such statements insofar as
they relate to the lien of the Mortgage on property of the Company located in
Pennsylvania have been reviewed by Ballard Spahr Andrews & Ingersoll of
Philadelphia, Pennsylvania. The statements as to liens and encumbrances on the
property of the Company are based in part on title insurance policies and
reports and searches obtained from companies engaged in the business of insuring
title to real estate in New Jersey and from a company engaged in the business of
insuring title to real estate in Pennsylvania, and on certificates or opinions
of local counsel in Pennsylvania deemed by Ballard Spahr Andrews & Ingersoll to
be reliable and competent. All the statements made or referred to in this
paragraph, as to matters of law and legal conclusions, are made in reliance on
the authority of Mr. Foran and of Ballard Spahr Andrews & Ingersoll,
respectively, as experts.
The consolidated financial statements and the related consolidated
financial statement schedule incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1997,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance on the report of such firm, given upon their authority
as experts in accounting and auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee........................................... $143,075
* Printing, engraving and mailing......................................................... 80,000
Fees and expenses of Trustee............................................................ 16,000
* Accountants' fee........................................................................ 26,000
* Counsel fees............................................................................ 20,000
* Miscellaneous expenses.................................................................. 14,925
--------
Total.............................................................................. $300,000
--------
--------
</TABLE>
- ---------------
* Estimated
Item 15. Indemnification of Directors and Officers.
Under Section 14A:3-5 of the New Jersey Business Corporation Act, the
Company
(1) has power to indemnify each director and officer of the Company
(as well as its employees and agents) against expenses and liabilities in
connection with any proceeding involving him by reason of his being or
having been such director or officer, other than a proceeding by or in the
right of the Company, if (a) such director or officer acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the Company, and (b) with respect to any criminal proceeding,
such director or officer had no reasonable cause to believe his conduct was
unlawful;
(2) has power to indemnify each director and officer of the Company
against expenses in connection with any proceeding by or in the right of
the Company to procure a judgment in its favor which involves such director
or officer by reason of his being or having been such director or officer,
if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the Company; however, in such
proceeding no indemnification may be provided in respect to any claim,
issue or matter as to which such director or officer shall have been
adjudged to be liable to the Company, unless and only to the extent that
the court determines that the director or officer is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper;
(3) must indemnify each director and officer against expenses to the
extent that he has been successful on the merits or otherwise in any
proceeding referred to in (1) and (2) above or in defense of any claim,
issue or matter therein; and
(4) has power to purchase and maintain insurance on behalf of a
director or officer against any expenses incurred in any proceeding and any
liabilities asserted against him by reason of his being or having been a
director or officer, whether or not the Company would have the power to
indemnify him against such expenses and liabilities under the statute.
As used in the statute, "expenses" means reasonable costs, disbursements
and counsel fees, "liabilities" means amounts paid or incurred in satisfaction
of settlements, judgments, fines and penalties, and "proceedings" means any
pending, threatened or completed civil, criminal, administrative or arbitrative
action, suit or proceeding, and any appeal therein and any inquiry or
investigation which could lead to such action, suit or proceeding.
Indemnification may be awarded by a court under (1) or (2) as well as under
(3) above, notwithstanding a prior determination by the Company that the
director or officer has not meet the applicable standard of conduct.
Indemnification under the statute does not include any other rights to
which a director or officer may be entitled under a certificate of
incorporation, by-law, or otherwise.
II-1
<PAGE>
Subdivision 1 of Article VI of the Company's Restated Certificate of
Incorporation, as amended, provides as follows:
1. Indemnification of Directors, Officers and Employees:
The corporation shall indemnify to the full extent from time to time
permitted by law any person made, or threatened to be made, a party to any
pending, threatened or completed civil, criminal, administrative or
arbitrative action, suit, or proceeding and any appeal therein (and any
inquiry or investigation which could lead to such action, suit or
proceeding) by reason of the fact that he is or was a director, officer or
employee of the corporation or serves or served any other enterprise as a
director, officer or employee at the request of the corporation. Such right
of indemnification shall inure to the benefit of the legal representative
of any such person.
Subdivision 5 of Article VI of the Company's Restated Certificate of
Incorporation, as amended, provides as follows:
5. Limitation of Liability:
To the full extent from time to time permitted by law, directors and
officers of the corporation shall not be personally liable to the
corporation or its shareholders for damages for breach of any duty owed to
the corporation or its shareholders. No amendment or repeal of this
provision shall adversely affect any right or protection of a director or
officer of the corporation existing at the time of such amendment or
repeal.
The form of Purchase Agreement between the Company and the Underwriters of
the New Bonds contains a provision under which each Underwriter agrees to
indemnify the directors of the Company and each of its officers who signed the
registration statement against certain liabilities which might arise under the
1933 Act from information furnished to the Company in writing by or on behalf of
such Underwriter.
The directors and officers of the Company are insured under policies of
insurance, within the limits and subject to the limitations of the policies,
against claims made against them for acts in the discharge of their duties, and
the Company is insured to the extent that it is required or permitted by law to
indemnify the directors and officers for such loss. The premiums for such
insurance are paid by the Company.
Item 16. Exhibits.
An Exhibit Index, containing a list of all exhibits filed with this
registration statement commences on page II-5.
Item 17. Undertakings.
(1) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(2) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions set forth in Item 15 (other than the policies of
insurance), or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
II-2
<PAGE>
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
(3) The undersigned Company hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
1933 act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs 3(a)(i) and 3(a)(ii) shall not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the 1934 Act that are
incorporated by reference in the registration statement;
(b) that, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of New Jersey, on this 17th day of
April, 1998.
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
By: ROBERT C. MURRAY
______________________________
Robert C. Murray
Executive Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by Robert C. Murray,
individually and as Attorney-in-Fact on behalf of the following persons in the
capacities shown, on April 17, 1998.
<TABLE>
<CAPTION>
Signature Title
---------
<S> <C>
E. JAMES FERLAND Chairman of the Board and
_______________________________ Chief Executive Officer
E. James Ferland and Director
(Principal Executive Officer)
PATRICIA A. RADO Vice President and Controller
_______________________________ (Principal Accounting Officer)
Patricia A. Rado
LAWRENCE R. CODEY Director
_______________________________
Lawrence R. Codey
CONRAD K. HARPER Director
_______________________________
Conrad K. Harper
IRWIN LERNER Director
_______________________________
Irwin Lerner
MARILYN M. PFALTZ Director
_______________________________
Marilyn M. Pfaltz
FORREST J. REMICK Director
_______________________________
Forrest J. Remick
</TABLE>
By: ROBERT C. MURRAY
___________________________
Robert C. Murray
Attorney-in-Fact
<TABLE>
<S> <C>
ROBERT C. MURRAY Executive Vice President--Finance
_______________________________ (Principal Financial Officer)
Robert C. Murray
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
Additional Exhibits previously filed with the Commission are incorporated herein
by reference, and are indicated as follows:
<TABLE>
<CAPTION>
Exhibit Number
- ------------------------------
This Filing Previous Filing
- ----------- ---------------
<S> <C> <C>
23a 23a February 23, 1998
</TABLE>
The following additional Exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit Number
- ------------------------------
This Filing Previous Filing
- ----------- ---------------
<S> <C> <C>
24a Power of Attorney
</TABLE>
II-5
Exhibit 24a
POWER OF ATTORNEY
The Director whose signature appears below hereby appoints Robert C. Murray
and James T. Foran, the agents for service named in this Registration Statement,
as attorneys-in-fact, to execute in the name of such person and to file with the
Securities and Exchange Commission this Registration Statement and any and all
amendments, including post-effective amendments to this Registration Statement.
/s/ MARILYN M. PFALTZ
_______________________________
Marilyn M. Pfaltz
Director
March 19, 1998
