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 21, 2000
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 File Number) (I.R.S. Employer
jurisdiction of 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 File Number) (I.R.S. Employer
jurisdiction of 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 2. Acquisition or Disposition of Assets
--------------------------------------------
The following information updates certain matters previously reported to
the Securities and Exchange Commission in the Annual Report on Form 10-K for the
year ended December 31, 1999, the Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2000 and June 30, 2000 and the Current Report on Form
8-K filed August 21, 2000 of Public Service Electric and Gas Company (PSE&G) and
its parent, Public Service Enterprise Group Incorporated (PSEG).
PSE&G, pursuant to the restructuring order issued by the New Jersey Board
of Public Utilities (BPU), has 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 generating related assets
such as fuel, materials, and supplies. The parties have agreed to execute a
supplemental agreement reflecting any change in the value of the assets if
required as a result of a current appeal to the NJ Supreme Court of a lower
court decision upholding the BPU's restructuring and securitization orders
regarding PSE&G.
The transfer, which was effective August 21, 2000, was in exchange for a
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 PSE&G's First and
Refunding Mortgage.
Item 7. Financial Statements and Exhibits
-----------------------------------------
The following unaudited pro forma condensed consolidated financial
statements are filed with this report:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30,
2000 Page F-1
Unaudited Pro Forma Condensed Consolidated Statements of Income:
Year Ended December 31, 1999 Page F-2
Six Months Ended June 30, 2000 Page F-3
<PAGE>
The unaudited Pro Forma Condensed Consolidated Balance Sheet of PSE&G as of
June 30, 2000 reflects the financial position of PSE&G after giving effect to
the transfer discussed in Item 2 and assumes the transaction took place on June
30, 2000. The unaudited Pro Forma Condensed Consolidated Statements of Income
for the year ended December 31, 1999 and the six months ended June 30, 2000
assume that the transaction occurred on January 1, 1999, and are based on the
operations of PSE&G for the year ended December 31, 1999 and the six months
ended June 30, 2000.
The unaudited pro forma condensed consolidated financial statements have
been prepared based upon assumptions which Management believes are reasonable.
The unaudited pro forma condensed consolidated financial statements presented
herein are shown for illustrative purposes only and are not necessarily
indicative of the future financial position or future results of operations of
PSE&G, or of the financial position or results of operations of PSE&G that would
have actually occurred had the transaction been in effect as of the date or for
the periods presented.
The unaudited pro forma condensed consolidated financial statements should
be read in conjunction with the historical financial statements and related
notes of PSE&G.
<PAGE>
SIGNATURES
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.
<PAGE>
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 5, 2000
<PAGE>
<TABLE>
<CAPTION>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2000
(Millions of Dollars)
(Unaudited)
Historical Generation(1) Other Pro Forma
------------ ------------- ------------ -----------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 29 $ (6) $ - $ 23
Other 1,923 (676) - 1,247
------------ ----------- ------------ -----------
Total Current Assets 1,952 (682) - 1,270
------------ ----------- ------------ -----------
PROPERTY, PLANT AND EQUIPMENT
Electric - Generation 2,298 (2,298) - -
Electric - Transmission and Distribution 5,214 - - 5,214
Gas - Distribution 3,094 - - 3,094
Other 446 (10) - 436
------------ ----------- ------------ -----------
Total 11,052 (2,308) - 8,744
Accumulated depreciation and amortization (4,150) 1,117 - (3,033)
------------ ----------- ------------ -----------
Net Property, Plant and Equipment 6,902 (1,191) - 5,711
------------ ----------- ------------ -----------
NONCURRENT ASSETS
Regulatory Assets 5,067 - - 5,067
Note Receivable - 2,760 - 2,760
Other 973 (744) - 229
------------ ----------- ------------ -----------
Total Noncurrent Assets 6,040 2,016 - 8,056
------------ ----------- ------------ -----------
TOTAL ASSETS $ 14,894 $ 143 $ - $ 15,037
============ =========== ============ ===========
CURRENT LIABILITIES
Commercial Paper and Loans $ 1,782 $ - $ - $ 1,782
Other 1,305 (559) - 746
------------ ----------- ------------ -----------
Total Current Liabilities 3,087 (559) - 2,528
------------ ----------- ------------ -----------
NONCURRENT LIABILITIES
Deferred Income Taxes and ITC 2,093 (7) 676 (2) 2,762
Other 2,116 (946) - 1,170
------------ ----------- ------------ -----------
Total Noncurrent Liabilities 4,209 (953) 676 3,932
------------ ----------- ------------ -----------
COMMITMENTS AND CONTINGENT LIABILITIES - - - -
------------ ----------- ------------ -----------
CAPITALIZATION:
LONG - TERM DEBT 3,101 - - 3,101
------------ ----------- ------------ -----------
PREFERRED SECURITIES 683 - - 683
------------ ----------- ------------ -----------
COMMON STOCKHOLDER'S EQUITY:
Common Stock, issued: 132,450,344 shares 2,563 - - 2,563
Retained Earnings 660 - - 660
Other 591 1,655 (676)(2) 1,570
------------ ----------- ------------ -----------
Total Common Stockholder's Equity 3,814 1,655 (676) 4,793
------------ ----------- ------------ -----------
Total Capitalization 7,598 1,655 (676) 8,577
------------ ----------- ------------ -----------
TOTAL LIABILITIES AND CAPITALIZATION $ 14,894 $ 143 $ - $ 15,037
============ =========== ============ ===========
<FN>
(1) To eliminate the assets and liabilities included in the balance sheet of
PSE&G's generation-related business as of June 30, 2000 that were
transferred to PSEG Power LLC in exchange for a note receivable.
(2) To record the deferred income tax relating to the difference between the
book value of generation assets and the transfer price specified by the
BPU.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(Millions of Dollars)
(Unaudited)
Historical Generation (1) Other Pro Forma
------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Electric Revenues
Bundled $ 2,480 $ (1,689) $ - $ 791
Generation 1,005 (1,005) - -
Transmission and Distribution 688 - - 688
------------- ---------------- ------------- -------------
Total Electric Revenues 4,173 (2,694) - 1,479
Gas Distribution 1,717 - - 1,717
------------- ---------------- ------------- -------------
Total Operating Revenues 5,890 (2,694) - 3,196
------------- ---------------- ------------- -------------
OPERATING EXPENSES
Electric Energy Costs 958 (958) - -
Gas Costs 1,038 - - 1,038
Operation and Maintenance 1,573 (689) - 884
Depreciation and Amortization 529 (224) - 305
Taxes Other Than Income Taxes 194 (19) - 175
------------- ---------------- ------------- -------------
Total Operating Expenses 4,292 (1,890) - 2,402
------------- ---------------- ------------- -------------
OPERATING INCOME 1,598 (804) - 794
Other Income and Deductions (2) - 393 (2) 391
Interest Expense (387) - - (387)
Preferred Securities Dividend Requirements (46) - - (46)
------------- ---------------- ------------- -------------
INCOME BEFORE INCOME TAXES AND 1,163 (804) 393 752
EXTRAORDINARY ITEM
Income Taxes (510) 290 (161) (2) (381)
------------- ---------------- ------------- -------------
INCOME BEFORE EXTRAORDINARY ITEM $ 653 $ (514) $ 232 $ 371
============= ================ ============= =============
<FN>
(1) To eliminate the income and expenses of the generation related business for
the entire period. Various allocation methodologies were employed to
separate the results of operations of the generation-related portion of
PSE&G's business from PSE&G's historical financial statements. Revenue was
calculated by unbundling the generation component of revenue from PSE&G's
bundled rate for the generation, transmission and distribution of energy
and adding any generation-related revenues, such as ancillary services and
wholesale energy activity. Expenses, such as energy costs, operations and
maintenance and depreciation and amortization were specifically identified
by function.
(2) To reflect the interest income for the entire period relating to the pro
forma note receivable from PSEG Power LLC in the amount of approximately
$2.760 billion with an interest rate of 14.23%, assuming no prinicipal
repayment during the period. Beginning August 21, 2000, PSE&G will receive
interest from PSEG Power LLC based on the actual transfer price of $2.786
billion, less any future principal repayments, at a rate of 14.23%.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2000
(Millions of Dollars)
(Unaudited)
Historical Generation (1) Other Pro Forma
------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
Electric Revenues
Generation $ 1,113 $ (1,113) $ - $ -
Transmission and Distribution 887 - - 887
------------- ---------------- ------------- -------------
Total Electric Revenues 2,000 (1,113) - 887
Gas Distribution 1,066 - - 1,066
------------- ---------------- ------------- -------------
Total Operating Revenues 3,066 (1,113) - 1,953
------------- ---------------- ------------- -------------
OPERATING EXPENSES
Electric Energy Costs 473 (473) - -
Gas Costs 679 - - 679
Operation and Maintenance 773 (342) - 431
Depreciation and Amortization 170 (68) - 102
Taxes Other Than Income Taxes 88 (9) - 79
------------- ---------------- ------------- -------------
Total Operating Expenses 2,183 (892) - 1,291
------------- ---------------- ------------- -------------
OPERATING INCOME 883 (221) - 662
Other Income and Deductions 12 - 196 (2) 208
Interest Expense (194) - - (194)
Preferred Securities Dividend Requirements (23) - - (23)
------------- ---------------- ------------- -------------
INCOME BEFORE INCOME TAXES 678 (221) 196 653
Income Taxes (276) 90 (80) (2) (266)
------------- ---------------- ------------- -------------
NET INCOME 402 (131) 116 387
Preferred Stock Dividend Requirements (5) - - (5)
------------- ---------------- ------------- -------------
EARNINGS AVAILABLE TO PUBLIC SERVICE
ENTERPRISE GROUP INCORPORATED $ 397 $ (131) $ 116 $ 382
============= ================ ============= =============
<FN>
(1) To eliminate the income and expenses of the generation related business for
the entire period. Various allocation methodologies were employed to
separate the results of operations of the generation-related portion of
PSE&G's business from PSE&G's historical financial statements. Revenue was
calculated by unbundling the generation component of revenue from PSE&G's
bundled rate for the generation, transmission and distribution of energy
and adding any generation-related revenues, such as ancillary services and
wholesale energy activity. Expenses, such as energy costs, operations and
maintenance and depreciation and amortization were specifically identified
by function.
(2) To reflect the interest income for the entire period relating to the pro
forma note receivable from PSEG Power LLC in the amount of approximately
$2.760 billion with an interest rate of 14.23%, assuming no prinicipal
repayment during the period. Beginning August 21, 2000, PSE&G will receive
interest from PSEG Power LLC based on the actual transfer price of $2.786
billion, less any future principal repayments, at a rate of 14.23%.
</FN>
</TABLE>
