Pricing Supplement No. 8 Dated September 5, 2000
(To Prospectus dated July 20, 1993)
Filed Pursuant to Rule 424(b)(3)
Registration No. 33-49367
Public Service Electric and Gas Company
Secured Medium-Term Notes, Series A
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CUSIP Number: 74456Q AH 9 Interest Rate: 7.19%
Principal Amount: $290,000,000 Interest Payment Dates: January 1 and
July 1, commencing January 1, 2001
Maturity Date: September 6, 2002
Price to Public: 100% of Principal Trade Date: August 30, 2000
Amount Original Issue Date: September 6, 2000
These Notes are DTC Eligible and will Net Proceeds to Company: $289,275,000
be issued in Book-Entry Form Only Agents' Discount or Commission: $725,000
Interest From: September 6, 2000
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Optional Redemption Provisions:
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The Notes will not be subject to redemption prior to maturity either as a
whole or in part at the option of Public Service Electric and Gas Company
("Company").
Certain Financial Information:
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The following documents heretofore filed by the Company with the Securities
and Exchange Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1999, filed pursuant to the Securities Exchange Act
of 1934 ("1934 Act").
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000, filed pursuant to the
1934 Act.
3. The Company's Current Reports on Form 8-K dated August 21, 2000
and September 5, 2000 filed pursuant to the 1934 Act.
The Company, pursuant to the restructuring order issued by the New Jersey
Board of Public Utilities (BPU), has, effective August 21, 2000, transferred its
electric generating facilities to PSEG Power LLC (Power), an unregulated power
producing affiliate. The generating assets were transferred at the price
specified in the BPU order - $2.443 billion plus $343 million for other
generation related assets such as fuel, materials, and supplies. The transfer
was in exchange for a promissory note from Power in an amount equal to the
purchase price. Until such note is paid, the assets transferred remain subject
to the lien of the Company's First and Refunding Mortgage. The Company's Current
Report on Form 8-K filed September 5, 2000 contains unaudited pro forma
condensed consolidated financial statements illustrating the impact of the asset
transfer on the Company's statements of income for the year ended December 31,
1999 and the six months ended June 30, 2000 and on the Company's balance sheet
as of June 30, 2000.
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The Notes are being issued under the Company's Medium Term Note Program
(MTNs). The MTNs are secured by a series of the Company's First and Refunding
Mortgage Bonds. The MTN Program is currently rated A3 by Moody's Investors
Service and A- by Standard and Poor's. These ratings reflect the respective
views of those rating agencies, from whom an explanation of the significance of
their ratings can be obtained. There is no assurance that these ratings will
continue for any period of time or that they will not be revised or withdrawn
entirely by such rating agencies if, in their respective judgments,
circumstances so warrant.
Use of Proceeds:
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The net proceeds from the sale of the Notes will be added to the general
funds of the Company and will be used to redeem a portion of its then
outstanding short-term debt. As of July 31, 2000, the Company's outstanding
short-term debt totaled approximately $1.725 billion.
Agents:
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[X] Merrill Lynch & Co.
[X] Salomon Brothers Inc.
[X] Morgan Stanley & Co Incorporated
Agents' Capacity: Principal
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