PUBLIC SERVICE ELECTRIC & GAS CO
8-K, 1999-09-15
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) August 24, 1999

                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)


     State of New Jersey              1-9120                 22-2625848
     -------------------              ------                 ----------
     (State or other                 (Commission             (I.R.S. Employer
     jurisdiction of                 File Number)            Identification No.)
     incorporation)

                          80 Park Plaza, P.O. Box 1171
                          Newark, New Jersey 07101-1171
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 973-430-7000

                     PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

     State of New Jersey              1-973                  22-1212800
     -------------------              -----                  ----------
     (State or other                 (Commission             (I.R.S. Employer
     jurisdiction of                 File Number)            Identification No.)
     incorporation)


                         80 Park Plaza, P.O. Box 570
                          Newark, New Jersey 07101-0570
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 973-430-7000

- --------------------------------------------------------------------------------


<PAGE>

Item 5. Other Events
- --------------------

     The following  information  updates certain matters previously  reported to
the Securities and Exchange  Commission under Item 1-Business and Item 3 - Legal
Proceedings  of Part I and Item 7 -  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results of  Operations  (MD&A) and Item 8 - Financial
Statements and Supplementary  Data of Part II of the Annual Reports on Form 10-K
for the year ended December 31, 1998, the Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999, and the Current Reports on Form
8-K filed March 18, 1999,  April 26, 1999,  and July 21, 1999 of Public  Service
Electric and Gas Company (PSE&G) and its parent, Public Service Enterprise Group
Incorporated (PSEG).


Energy Master Plan Proceedings
- ------------------------------

     On August 24, 1999, the New Jersey Board of Public Utilities (BPU) issued a
Final  Decision and Order (Final  Order) in PSE&G's  rate  unbundling,  stranded
costs and restructuring filings. This Final Order provides the reasoning for the
action taken by the BPU in the above  matters.  The Final Order  affirmed in all
material  respects the  decisions and actions  previously  approved in the BPU's
Summary Order issued April 21, 1999, with the exception of PSE&G's  treatment of
investment  tax  credits  (ITC) of $235  million  related to PSE&G's  generation
assets.

     The BPU has  directed  PSE&G  to seek a  private  letter  ruling  from  the
Internal  Revenue  Service  (IRS) to  determine  if the ITC can be  credited  to
customers without  violating the tax  normalization  policies of the IRS. In the
event that the IRS issues a ruling which supports the  proposition  that the ITC
cannot  be passed  on to the  customers  of PSE&G  without  violating  the IRS's
normalization  rules,  then no further  action is required on this matter by the
BPU.

     Conversely,  if the IRS's  private  letter ruling  determines  that the ITC
could  be  passed  on  to  customers  of  PSE&G  without   violating  the  IRS's
normalization  rules,  then the BPU in year four of the  transition  period will
consider any action which it may deem appropriate regarding the treatment of the
ITC, giving consideration to the issues resolved in the stipulation of March 17,
1999,  the  BPU's   modifications   of  the   stipulation   and  other  relevant
considerations.  PSE&G accounted for the ITC as a reduction to the extraordinary
charge recorded in the second quarter of 1999. PSE&G believes accounting for the
ITC as a credit to stockholders was appropriate, as any flow-through of such ITC
to its  customers  would  violate the IRS's  normalization  rules.  PSE&G cannot
predict  the  outcome of the  ruling  from the IRS or any  subsequent  potential
actions which may be taken by the BPU.  However,  an adverse  resolution to this
matter would result in an  additional  extraordinary  charge to income up to the
amount of the ITC,  which  would  have a material  adverse  impact on PSEG's and
PSE&G's financial condition, results of operations and net cash flows.


<PAGE>


Securitization
- --------------

     On September  10, 1999,  the BPU issued a verbal  order  approving  PSE&G's
petition for an irrevocable  Bondable  Stranded Costs Rate Order (Finance Order)
to authorize,  among other things, the imposition of a non-bypassable transition
bond charge on PSE&G's  customers;  the sale of PSE&G's  property  right in such
charge created by the New Jersey Electric Discount and Energy Competition Act to
a bankruptcy-remote financing entity; the issuance and sale of $2.525 billion of
transition bonds by such entity in payment therefor, including an estimated $125
million of  transaction  costs;  and the  application by PSE&G of the transition
bond proceeds to retire outstanding debt and/or equity.

     The  verbal  order was  consistent  with the  provisions  of the New Jersey
Electric Discount and Energy Competition Act and the Summary and Final Orders in
PSE&G's rate unbundling,  stranded costs and  restructuring  filings.  A written
order  finalizing this proceeding is expected in September 1999 and the issuance
of the bonds is expected in the fourth quarter of 1999.


PSEG Global Inc. (Global) Assets and Development Activities
- -----------------------------------------------------------

     Global is  currently  performing  a  comprehensive  review of its  existing
assets and development  activities  focusing on  rationalizing  the portfolio to
ensure efficient capital deployment. As part of this review, Global assessed the
present carrying value of its equity  investments in such  activities.  Global's
management  has  decided  that it will not commit  additional  resources  to its
investments  in Thailand and the  Philippines  and will focus its current  Asian
development  activities in China. As a result,  Global will record a write-down,
which is not expected to exceed $10 million  after-tax,  in the third quarter of
1999 to adjust the carrying  value of these assets to net realizable  value.  In
addition,  the  projected  substantial  decline  in  revenue  related  to energy
contracts for six  generation  facilities  in California  will result in a third
quarter 1999 write-down of Global's equity investment in such facilities,  which
is not expected to exceed $21 million after-tax.  Global expects to finalize the
review in the third quarter of 1999, and does not anticipate that any additional
changes in carrying value, other than those described above, will result.

     Global is a wholly owned  subsidiary of PSEG Energy Holdings Inc., which is
a wholly owned subsidiary of PSEG.



<PAGE>


                                    SIGNATURE
                                    ---------

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrants  have duly caused  this  report to be signed on their  behalf by the
undersigned hereunto duly authorized.



                  PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
                                  (Registrant)

                     PUBLIC SERVICE ELECTRIC AND GAS COMPANY
                                  (Registrant)


                            By: PATRICIA A. RADO
                                ----------------
                                Patricia A. Rado
                         Vice President and Controller
                         (Principal Accounting Officer)



Date:  September 14, 1999


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