As filed with the Securities and Exchange Commission on July 29, 2005
Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2625848
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
80 PARK PLAZA
P.O. BOX 1171
NEWARK, NEW JERSEY 07101-1171
(973) 430-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
WITH COPIES TO:
THOMAS M. O'FLYNN JAMES T. FORAN, ESQUIRE
EXECUTIVE VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
CHIEF FINANCIAL OFFICER 80 PARK PLAZA, T5-B
80 PARK PLAZA P.O. BOX 1171
P.O. BOX 1171 NEWARK, NEW JERSEY 07101-1171
NEWARK, NEW JERSEY 07101-1171
(Name, address, including zip code, and telephone number, including
area code, of agent for service for registrant)
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Approximate Date of Commencement of Proposed Sale to the Public: As soon
as practicable after the effective date of this Registration Statement.
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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. [X]
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. [ ]
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 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share (1) Price (1) Registration Fee
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Common Stock Without Par Value.................... 3,118,857 Shares $62.22 $194,055,283 $22,840
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(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933
solely for the purpose of determining the registration fee based on the
average of the high and low prices on July 27, 2005 for Common Stock
without par value of Public Service Enterprise Group Incorporated, as
reported in the consolidated reporting system.
(2) As permitted by Rule 429 under the Securities Act of 1933, as amended, the
prospectus included herein is a prospectus which also relates to
Registration Statement No. 033-49123 previously filed by Public Service
Enterprise Group Incorporated as to which 118,857 shares of Common Stock
without Par Value remain unsold. This registration statement constitutes
Post-Effective Amendment No. 1 to Registration Statement No. 033-49123,
which shall become effective concurrently with this registration statement
in accordance with section 8(c) of the Securities Act.
PROSPECTUS
[LOGO] PSEG
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
3,118,857 shares of Common Stock without Par Value
Enterprise Direct Plan
(Dividend Reimbursement and Stock Purchase Plan)
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We hereby offer participation in the Enterprise Direct Plan (Enterprise
Direct or Plan). Enterprise Direct is a direct stock purchase plan designed to
promote long-term ownership among investors in our common stock, without par
value (Common Stock).
Under Enterprise Direct:
o Shareholders who own shares of Common Stock or any of the several
series of preferred stock (Preferred Stock) of our subsidiary,
Public Service Electric and Gas Company (PSE&G), directly in their
name may enroll.
o Non-shareholders may enroll in the Plan by making an initial
investment (Initial Investment) either by investing at least $250 or
by authorizing automatic monthly investments (Automatic Investments)
of at least $50. An enrollment fee (Enrollment Fee) will be deducted
from the Initial Investment.
o All or a portion of dividends from Common Stock or Preferred Stock
may automatically be reinvested in additional shares of Common
Stock.
o Once enrolled, Participants may make additional investments
(Voluntary Contributions) of $50 or more. The maximum annual
investment (including the Initial Investment and Voluntary
Contributions, but excluding reinvested dividends and shares
deposited with Enterprise Direct for safekeeping only) is $125,000.
o Shareholders who hold Common Stock certificates may deposit them
with the Administrator for safekeeping, whether or not they reinvest
their dividends.
o No brokerage commissions will be charged for purchases or
reinvestments through the Plan. Participants will be required to pay
certain fees in connection with the Plan. See "Service Fees."
o Any shareholders enrolled or deemed to be enrolled (Participants)
may sell shares of Common Stock credited to their accounts through
Enterprise Direct. Brokerage commissions, related service charges
and any applicable taxes will be deducted from the proceeds of such
sales.
o Participants may have any non-reinvested dividends on shares of
Common Stock held in their Enterprise Direct accounts paid by
electronic deposit.
Shares of Common Stock will be purchased under the Plan, at our option,
from newly issued shares, shares held in our treasury or shares purchased on the
open market by a broker-dealer registered under the Securities Exchange Act of
1934 (Exchange Act) selected by us, which is acting as an "agent independent" of
us and our affiliates, as that term is defined in rules and regulations under
the Exchange Act (Independent Agent). However, Common Stock purchased with the
Initial Investment by a non-shareholder will be acquired in the open market. All
sales of Common Stock under the Plan will be made by the Independent Agent.
The Common Stock is listed on the New York Stock Exchange under the ticker
symbol "PEG." The closing price of the Common Stock on July 27, 2005 was $62.48.
We have appointed our subsidiary, PSEG Services Corporation (Services), as
the Administrator of the Plan.
Investing in the common stock involves risks. See "Risk Factors" beginning
on page 4.
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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 July 29, 2005.
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No person has been authorized to give any information or to make any
representations other than those contained in this prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of enterprise since the date hereof
or that the information herein is correct as of any time subsequent to its date.
TABLE OF CONTENTS
PAGE
Where You Can Find More Information ...................................... 2
Public Service Enterprise Group Incorporated ............................. 3
General .................................................................. 3
Proposed Merger with Exelon Corporation .................................. 3
Risk Factors ............................................................. 3
Forward-Looking Statements ............................................... 11
Description of the Common Stock .......................................... 13
The Enterprise Direct Plan ............................................... 14
Purpose .................................................................. 14
Administration ........................................................... 14
Inquiries ................................................................ 14
Eligibility .............................................................. 14
Enrollment Procedures .................................................... 15
Shareholders ............................................................. 15
Non-shareholders ......................................................... 15
"Street Name" Holders/Transfer of Shares from a Broker ................... 15
Methods of Investment .................................................... 15
Direct Investment ........................................................ 15
Automatic Investment ..................................................... 15
Dividends ................................................................ 16
Investment Dates ......................................................... 16
Purchases of Common Stock ................................................ 16
Sales of Common Stock .................................................... 17
Changing Plan Options .................................................... 17
Withdrawal from Enterprise Direct ........................................ 18
Safekeeping .............................................................. 18
Direct Deposit of Dividends Not Reinvested ............................... 18
Gift/Transfer of Shares .................................................. 18
Service Fees ............................................................. 19
Reports to Participants .................................................. 19
Stock Splits; Stock Dividends; Rights Offerings .......................... 19
Rights of Participants ................................................... 19
Responsibility of the Administrator and Us; Indemnification .............. 20
Modification or Termination of Enterprise Direct ......................... 20
Interpretation of Enterprise Direct ...................................... 20
Governing Law ............................................................ 20
Termination of Participation ............................................. 20
Income Tax Information ................................................... 20
Use of Proceeds .......................................................... 21
Plan of Distribution ..................................................... 21
Legal Matters ............................................................ 21
Experts .................................................................. 21
================================================================================
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (SEC). In this prospectus, unless the context
indicates otherwise, the words and terms PSEG, Company, we, our, ours and us
refer to Public Service Enterprise Group Incorporated and its consolidated
subsidiaries.
We believe that we have included or incorporated by reference all
information material to investors in this prospectus, but certain details that
may be important for specific investment purposes have not been included. To see
more detail, you should read the exhibits filed with or incorporated by
reference into the registration statement.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the SEC. Our filings are available to the public over the Internet at the SEC's
web site at http://www.sec.gov, as well as at our web site at www.pseg.com. You
may read and copy any material on file with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the Public Reference Room.
You may also inspect these documents at the New York Stock Exchange, Inc.
(New York Stock Exchange) where certain of our securities are listed.
The SEC allows us to "incorporate by reference" documents that are filed
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference or
deemed incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will be deemed to automatically
update and supersede this incorporated information. We incorporate by reference
the information in the documents listed below that has been filed with the SEC
and any future filings made with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), prior
to the termination of this offering of Common Stock.
o Our Annual Report on Form 10-K and 10-K/A for the year ended
December 31, 2004.
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2005.
o Our Current Reports on Form 8-K filed January 24, 2005, February 3,
2005, February 4, 2005, April 6, 2005, April 22, 2005, May 4, 2005
(except with respect to Item 2.02), May 20, 2005, May 27, 2005, June
16, 2005, July 12, 2005, July 19, 2005 and July 29, 2005.
o Our Definitive Joint Proxy Statement filed on June 8, 2005 and June
13, 2005.
o The description of common stock in our registration statement filed
pursuant to Section 12 of the Exchange Act, and any amendment or
report filed for the purpose of amending such description.
You can get a free copy of any of the documents incorporated by reference
in this prospectus by making an oral or written request directed to:
Director, Investor Relations
PSEG Services Corporation
80 Park Plaza, 6th Floor
Newark, NJ 07102
Telephone (973) 430-6565
You should rely only on the information contained or incorporated by
reference or deemed to be incorporated by reference in this prospectus or in the
prospectus supplement. We have not authorized anyone else to provide you with
different or additional information. You should not rely on any other
information or representations. Our results of operations, financial condition,
business and prospects may change after this prospectus and the prospectus
supplement are distributed to you. You should not assume that the information in
this prospectus and the prospectus supplement is accurate as of any date other
than the dates on the front of those documents. You should read all information
supplementing this prospectus.
THIS PROSPECTUS CONTAINS THE TEXT OF ENTERPRISE DIRECT IN ITS ENTIRETY AND,
THEREFORE, SHOULD BE RETAINED BY PARTICIPANTS FOR FUTURE REFERENCE.
3
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
General
We are an integrated energy and energy services company engaged in power
generation, regulated delivery of power and gas service and wholesale energy
marketing and trading. We are an exempt public utility holding company under the
Public Utility Holding Company Act of 1935 and neither own nor operate any
physical properties. Through our subsidiaries, we are one of the leading
providers of energy and energy-related services in the nation. We have four
direct, wholly-owned subsidiaries:
o Public Service Electric and Gas Company (PSE&G), which is an
operating public utility company engaged principally in the
transmission and distribution of electric energy and gas service in
New Jersey;
o PSEG Power LLC (Power), which is a multi-regional independent
electric generation and wholesale energy marketing and trading
company;
o PSEG Energy Holdings L.L.C. (Energy Holdings), which participates
nationally and internationally in energy-related lines of business
through its subsidiaries; and
o PSEG Services Corporation (Services), which provides administrative
and support services to us and our subsidiaries.
We are a New Jersey corporation with our principal offices located at 80
Park Plaza, Newark, New Jersey 07101. Our telephone number is (973) 430-7000.
Proposed Merger with Exelon Corporation
On December 20, 2004, we entered into a merger agreement (Merger
Agreement) with Exelon Corporation (Exelon). Under the Merger Agreement, our
common stock will be converted into Exelon common stock, and Exelon will be the
surviving entity in the Merger. If the Merger is completed, Exelon will change
its name to Exelon Electric & Gas Corporation. We believe the proposed Merger
would create a strong combined company that will deliver important benefits to
our shareholders, to our customers and to the communities we serve.
Subject to the terms and conditions of the Merger Agreement, if the Merger
is completed, our shareholders will receive 1.225 shares of Exelon common stock
for each share of our common stock they hold, and each outstanding option to
purchase shares of our common stock will be assumed by Exelon and substituted
with an option to purchase shares of Exelon common stock, exercisable on
generally the same terms and conditions that applied before the Merger but
adjusted for the exchange ratio. The exchange ratio is fixed in the Merger
Agreement, and neither we nor Exelon has the right to terminate the Merger
Agreement based solely on changes in either party's stock price.
The discussion of the Merger Agreement above is qualified in its entirety
by the Merger Agreement itself, which was filed as Annex A to our Definitive
Joint Proxy Statement and is incorporated herein by reference. For more
information relating to the Merger, please refer to the documents incorporated
by reference in this prospectus, including our Definitive Joint Proxy Statement.
See "Where You Can Find More Information."
RISK FACTORS
The following factors should be considered when reviewing our business and
are relied upon by us in issuing any forward-looking statements. These factors
could affect actual results and cause our results to differ materially from
those expressed in any forward-looking statements made by, or on behalf of us.
Some or all of these factors may apply to us and our subsidiaries. You should
also review the Pro Forma Financial Statements and risk factors related to the
proposed Merger which are included in our Definitive Joint Proxy Statement filed
June 8 and June 13, 2005 and incorporated herein by this reference.
Generation Operating Performance May Fall Below Projected Levels
Operating our generating stations below expected capacity levels may
result in lost revenues, increased expenses and penalties. Individual facilities
may be unable to meet operating and financial obligations resulting in reduced
cash flow.
4
The risks associated with operating power generation facilities, each of
which could result in performance below expected capacity levels, include:
o breakdown or failure of equipment or processes;
o disruptions in the transmission of electricity;
o labor disputes;
o fuel supply interruptions;
o limitations which may be imposed by environmental or other
regulatory requirements;
o permit limitations; and
o operator error or catastrophic events such as fires, earthquakes,
explosions, floods, acts of terrorism or other similar occurrences.
Credit, Commodity And Financial Market Risks Could Negatively Impact Our
Business
The revenues generated by the operation of our generating stations are
subject to market risks that are beyond our control. Our generation output will
either be used to satisfy our wholesale contracts or be sold into the
competitive power markets or under other bilateral contracts. Participants in
the competitive power markets are not guaranteed any specified rate of return on
their capital investments through recovery of mandated rates payable by
purchasers of electricity.
Our generation revenues and results of operations are dependent upon
prevailing market prices for energy, capacity, ancillary services and fuel
supply in the markets we serve.
The following factors are among those that influence the market prices for
energy, capacity and ancillary services:
o the extent of additional supplies of capacity, energy and ancillary
services from current competitors or new market entrants, including
the development of new generation facilities that may be able to
produce electricity less expensively;
o changes in the rules set by regulatory authorities with respect to
the manner in which electricity sales will be priced;
o transmission congestion and access in Pennsylvania, New Jersey,
Maryland Interconnection ("PJM") and/or other competitive markets;
o the operation of nuclear generation plants in PJM and other
competitive markets beyond their presently expected dates of
decommissioning;
o prevailing market prices for enriched uranium, fuel oil, coal and
natural gas and associated transportation costs;
o fluctuating weather conditions;
o reduced growth rate in electricity usage as a result of factors such
as national and regional economic conditions and the implementation
of conservation programs; and
o changes in regulations applicable to PJM and other Independent
System Operators (ISOs).
As a result of the Basic Generation Service (BGS) auction, Power entered
into contracts with the direct suppliers of the New Jersey electric utilities,
including PSE&G. These bilateral contracts are subject to credit risk. This
credit risk relates to the ability of counterparties to meet their payment
obligations for the power delivered under each BGS contract. Any failure to
collect these payments under these BGS contracts with counterparties could have
a material impact on our results of operations, cash flows and financial
position.
Energy Obligations, Available Supply And Trading Risks Could Negatively Impact
Our Business
Our energy trading and marketing activities frequently involve the
establishment of energy trading positions in the wholesale energy markets on
long-term and short-term bases. To the extent that we have forward purchase
contracts to provide or purchase energy in excess of demand, a downturn in the
markets is likely to result in a loss from a decline in the value of our long
positions as we attempt to sell energy in a falling market.
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Conversely, to the extent that we enter into forward sales contracts to deliver
energy we do not own, or take short positions in the energy markets, an upturn
in the energy markets is likely to expose us to losses as we attempt to cover
our short positions by acquiring energy in a rising market.
If the strategy we utilize to hedge our exposures to these various risks
is not effective, we could incur significant losses. Our substantial energy
trading positions can also be adversely affected by the level of volatility in
the energy markets that, in turn, depends on various factors, including weather
in various geographical areas and short-term supply and demand imbalances, which
cannot be predicted with any certainty.
Counterparty Credit Risks Or A Deterioration Of Power's Credit Quality May Have
An Adverse Impact On Our Business
We are exposed to the risk that counterparties will not perform their
obligations. Although we have devoted significant resources to develop our risk
management policies and procedures as well as counterparty credit requirements,
and will continue to do so in the future, we can give no assurance that losses
from our energy trading activities will not have a material adverse effect on
our business, prospects, results of operations, financial condition or net cash
flows.
In connection with its energy trading activities, Power must meet credit
quality standards required by counterparties. Standard industry contracts
generally require trading counterparties to maintain investment grade ratings.
These same contracts provide reciprocal benefits to Power. If Power loses its
investment grade credit rating, its subsidiary, PSEG Energy Resources & Trade
LLC (ER&T), would have to provide collateral in the form of letters of credit or
cash, which would significantly impact the energy trading business. This would
increase our costs of doing business and limit our ability to successfully
conduct our energy trading operations.
The Electric Energy Industry is Undergoing Substantial Change
The electric energy industry in the State of New Jersey, across the
country and around the world is undergoing major transformations. As a result of
deregulation and the unbundling of energy supplies and services, the gas and
electric retail markets are now open to competition from other suppliers.
Increased competition from these suppliers could reduce the quantity of our
wholesale sales and have a negative impact on earnings and cash flows. We are
affected by many issues that are common to the electric industry such as:
o ability to obtain adequate and timely rate relief, cost recovery,
including unsecuritized stranded costs, and other necessary
regulatory approvals;
o deregulation, the unbundling of energy supplies and services and the
establishment of a competitive energy marketplace for products and
services;
o the possibility of reregulation in some deregulated markets;
o energy sales retention and growth;
o revenue and price stability and growth;
o nuclear operations and decommissioning;
o increased capital investments attributable to environmental
regulations;
o managing energy trading operations;
o ability to complete development or acquisition of current and future
investments;
o managing electric generation operations in locations outside of our
traditional utility service territory;
o exposure to market price fluctuations and volatility;
o regulatory restrictions on affiliate transactions; and
o debt and equity market concerns.
Because A Portion Of Our Business Is Conducted Outside The United States,
Adverse International Developments Could Negatively Impact Our Business
A component of our business strategy has been the development, acquisition
and operation of projects outside the United States. The economic and political
conditions in certain countries where Energy Holdings' subsidiary, PSEG Global
Inc. (Global), has interests, or in which Global is or could be exploring
development or acquisition opportunities, present risks that may be different
than those found in the United States including:
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o delays in permitting and licensing;
o construction delays and interruption of business;
o risks of war;
o expropriation;
o nationalization;
o renegotiation or nullification of existing contracts; and
o changes in law or tax policy.
Changes in the legal environment in foreign countries in which Global may
develop or acquire projects could make it more difficult to obtain non-recourse
project refinancing on suitable terms and could impair Global's ability to
enforce its rights under agreements relating to such projects.
Operations in foreign countries also present risks associated with
currency exchange and convertibility, inflation and repatriation of earnings. In
some countries in which Global may develop or acquire projects in the future,
economic and monetary conditions and other factors could affect Global's ability
to convert its cash distributions to United States Dollars or other freely
convertible currencies, or to move funds offshore from these countries.
Furthermore, the central bank of any of these countries may have the authority
to suspend, restrict or otherwise impose conditions on foreign exchange
transactions or to approve distributions to foreign investors. Although Global
generally seeks to structure power purchase contracts and other project revenue
agreements to provide for payments to be made in, or indexed to, United States
Dollars or a currency freely convertible into United States Dollars, its ability
to do so in all cases may be limited.
If Our Operating Performance Falls Below Projected Levels, We May Not Be Able to
Service Our Debt
The risks associated with operating power generation facilities include
the breakdown or failure of equipment or processes, labor disputes and fuel
supply interruption, each of which could result in performance below expected
capacity levels. Operation below expected capacity levels may result in lost
revenues, increased expenses, higher maintenance costs and penalties, in which
case there may not be sufficient cash available to service project debt. In
addition, many of Global's generation projects rely on a single fuel supplier
and a single customer for the purchase of the facility's output under a long
term contract. While Global generally has liquidated damage provisions in its
contracts, the default by a supplier under a fuel contract or a customer under a
power purchase contract could adversely affect the facility's cash generation
and ability to service project debt.
Countries in which Global owns and operates electric and gas distribution
facilities may impose financial penalties if reliability performance standards
are not met. In addition, inefficient operation of the facilities may cause lost
revenue and higher maintenance expenses, in which case there may not be
sufficient cash available to service project debt.
Because We are a Holding Company, Our Ability to Service Our Debt Could Be
Limited
We are a holding company with no material assets other than the stock or
membership interests of our subsidiaries and project affiliates. Accordingly,
all of our operations are conducted by our subsidiaries and project affiliates
which are separate and distinct legal entities that have no obligation,
contingent or otherwise, to pay any amounts when due on our debt or to make any
funds available to us to pay such amounts. As a result, our debt will
effectively be subordinated to all existing and future debt, trade creditors,
and other liabilities of our subsidiaries and project affiliates and our rights
and hence the rights of our creditors to participate in any distribution of
assets of any subsidiary or project affiliate upon its liquidation or
reorganization or otherwise would be subject to the prior claims of that
subsidiary's or project affiliate's creditors, except to the extent that our
claims as a creditor of such subsidiary or project affiliate may be recognized.
We depend on our subsidiaries' and project affiliates' cash flow and our
access to capital in order to service our indebtedness. The project-related debt
agreements of subsidiaries and project affiliates generally restrict their
ability to pay dividends, make cash distributions or otherwise transfer funds to
us. These restrictions may include achieving and maintaining financial
performance or debt coverage ratios, absence of events of default, or priority
in payment of other current or prospective obligations.
Our subsidiaries have financed some investments using non-recourse project
level financing. Each non-recourse project financing is structured to be repaid
out of cash flows provided by the investment. In the event of a default under a
financing agreement which is not cured, the lenders would generally have rights
to the related
7
assets. In the event of foreclosure after a default, our subsidiary may lose its
equity in the asset or may not be entitled to any cash that the asset may
generate. Although a default under a project financing agreement will not cause
a default with respect to our debt and that of our subsidiaries, it may
materially affect our ability to service our outstanding indebtedness.
We can give no assurances that our current and future capital structure,
operating performance or financial condition will permit us to access the
capital markets or to obtain other financing at the times, in the amounts and on
the terms necessary or advisable for us to successfully carry out our business
strategy or to service our indebtedness.
Our Ability To Control Cash Flow From Our Minority Investments Is Limited
Our ability to control investments in which we own a minority interest is
limited. Assuming a minority ownership role presents additional risks, such as
not having a controlling interest over operations and material financial and
operating matters or the ability to operate the assets more efficiently. As
such, neither we nor Global are able to unilaterally cause dividends or
distributions to be made to us or Global from these operations.
Minority investments may involve risks not otherwise present for
investments made solely by us and our subsidiaries, including the possibility
that a partner, majority investor or co-venturer might become bankrupt, may have
different interests or goals, and may take action contrary to our instructions,
requests, policies or business objectives. Also, if no party has full control,
there could be an impasse on decisions. In addition, certain investments of
Energy Holdings' subsidiary, PSEG Resources LLC (Resources), are managed by
unaffiliated entities which limits Resources' ability to control the activities
or performance of such investments and managers.
Failure to Obtain Adequate and Timely Rate Relief Could Negatively Impact Our
Business
As a public utility, PSE&G's rates are regulated by the New Jersey Board
of Public Utilities ("BPU") and the Federal Energy Regulatory Commission (FERC).
These rates are designed to allow PSE&G to recover its operating expenses and
earn a fair return on its rate base, which primarily consists of its property,
plant and equipment less various adjustments. These rates include its electric
and gas tariff rates that are subject to regulation by the BPU as well as its
transmission rates that are subject to regulation by the FERC. PSE&G's base
rates are set by the BPU for electric distribution and gas distribution and are
effective until the time a new rate case is brought to the BPU. These base rate
cases generally take place every few years. Limited categories of costs are
recovered through adjustment charges that are periodically reset to reflect
actual costs. If these costs exceed the amount included in PSE&G's adjustment
charges, there will be a negative impact on earnings or cash flows.
If PSE&G's operating expenses, other than costs recovered through
adjustment charges, exceed the amount included in its base rates and in its FERC
jurisdictional rates, there will be a negative impact on our earnings and
operating cash flows.
Global's electric and gas distribution facilities are rate-regulated
enterprises. Governmental authorities establish rates charged to customers.
While these rates are designed to cover all operating costs and provide a
return, considerable fiscal and cash uncertainties in certain countries due to
economic, political and social crisis could have an adverse impact.
We can give no assurances that rates will, in the future, be sufficient to
cover Global's costs and provide a return on its investment. In addition, future
rates may not be adequate to provide cash flow to pay principal and interest on
the debt of Global's subsidiaries' and affiliates or to enable its subsidiaries
and affiliates to comply with the terms of debt agreements.
We May Not Have Access To Sufficient Capital In The Amounts And At The Times
Needed
Capital for our projects and investments has been provided by
internally-generated cash flow and borrowings by us and our subsidiaries. We
require continued access to debt capital from outside sources in order to
efficiently fund our capital needs and assure the success of our future projects
and acquisitions. Our ability to arrange financing on a non-recourse basis and
the costs of capital depend on numerous factors including, among other things,
general economic and market conditions, the availability of credit from banks
and other financial institutions, investor confidence, the success of current
projects and the quality of new projects.
8
We can give no assurances that our current and future capital structure or
financial condition will permit access to bank and debt capital markets. The
availability of capital is not assured since it is dependent upon our
performance and that of our other subsidiaries. As a result, there is no
assurance that we or our subsidiaries will be successful in obtaining financing
for our projects and acquisitions or funding the equity commitments required for
such projects and acquisitions in the future.
We And Our Subsidiaries Are Subject To Substantial Competition From Well
Capitalized Participants In The Worldwide Energy Markets
We and our subsidiaries are subject to substantial competition in the
United States and in international markets from:
o merchant generators;
o domestic and multi-national utility generators;
o fuel supply companies;
o engineering companies;
o equipment manufacturers; and
o affiliates of other industrial companies.
Restructuring of worldwide energy markets, including the privatization of
government-owned utilities and the sale of utility-owned assets, is creating
opportunities for, and substantial competition from, well-capitalized entities
which may adversely affect our ability to make investments on favorable terms
and achieve our growth objectives. Increased competition could contribute to a
reduction in prices offered for power and could result in lower returns which
may affect our ability to service our outstanding indebtedness, including
short-term debt.
Deregulation may continue to accelerate the current trend toward
consolidation among domestic utilities and could also result in the further
splitting of vertically-integrated utilities into separate generation,
transmission and distribution businesses. As a result, additional competitors
could become active in the independent power industry. Resources faces
competition from numerous well-capitalized investment and finance company
affiliates of banks, utilities and industrial companies.
Power Transmission Facilities May Impact Our Ability To Deliver Our Output To
Customers
Our ability to sell and deliver our electric energy products and grow our
business may be adversely impacted and our ability to generate revenues may be
limited if:
o transmission is disrupted;
o transmission capacity is inadequate; or
o a region's power transmission infrastructure is inadequate.
Regulatory Issues Significantly Impact Our Operations
Federal, state and local authorities impose substantial regulation and
permitting requirements on the electric power generation business. We are
required to comply with numerous laws and regulations and to obtain numerous
governmental permits in order to operate our generation stations.
We believe that we have obtained all material energy-related federal,
state and local approvals including those required by the NRC, currently
required to operate our generation stations. Although not currently required,
additional regulatory approvals may be required in the future due to a change in
laws and regulations or for other reasons. We cannot assure that we will be able
to obtain any required regulatory approval in the future, or that we will be
able to obtain any necessary extension in receiving any required regulatory
approvals. Any failure to obtain or comply with any required regulatory
approvals could materially adversely affect our ability to operate our
generation stations or sell electricity to third parties.
We are subject to pervasive regulation by the NRC with respect to the
operation of our nuclear generation stations. This regulation involves testing,
evaluation and modification of all aspects of plant operation in light of NRC
safety and environmental requirements. The NRC also requires continuous
demonstrations that plant operations meet applicable requirements. The NRC has
the ultimate authority to determine whether any nuclear generation unit may
operate.
9
We can give no assurance that existing regulations will not be revised or
reinterpreted, that new laws and regulations will not be adopted or become
applicable to us or any of our generation stations or that future changes in
laws and regulations will not have a detrimental effect on our business.
Environmental Regulation May Limit Our Operations
We are required to comply with numerous statutes, regulations and
ordinances relating to the safety and health of employees and the public, the
protection of the environment and land use. These statutes, regulations and
ordinances are constantly changing. While we believe that we have obtained all
material environmental-related approvals currently required to own and operate
our facilities or that these approvals have been applied for and will be issued
in a timely manner, we may incur significant additional costs because of
compliance with these requirements. Failure to comply with environmental
statutes, regulations and ordinances could have a material effect on us,
including potential civil or criminal liability and the imposition of clean-up
liens or fines and expenditures of funds to bring our facilities into
compliance.
We can give no assurance that we will be able to:
o obtain all required environmental approvals that we do not yet have
or that may be required in the future;
o obtain any necessary modifications to existing environmental
approvals;
o maintain compliance with all applicable environmental laws,
regulations and approvals; or
o recover any resulting costs through future sales.
Delay in obtaining or failure to obtain and maintain in full force and
effect any environmental approvals, or delay or failure to satisfy any
applicable environmental regulatory requirements, could prevent construction of
new facilities, operation of our existing facilities or sale of energy from
these facilities or could result in significant additional cost to us.
We Are Subject To More Stringent Environmental Regulation Than Many Of Our
Competitors
Our facilities are subject to both federal and state pollution control
requirements. Most of our generating facilities are located in the State of New
Jersey. In particular, New Jersey's environmental programs are generally
considered to be more stringent in comparison to similar programs in other
states. As such, there may be instances where the facilities located in New
Jersey are subject to more stringent and, therefore, more costly pollution
control requirements than competitive facilities in other states.
Insurance Coverage May Not Be Sufficient
We have insurance for our facilities, including:
o all-risk property damage insurance;
o commercial general public liability insurance;
o boiler and machinery coverage;
o nuclear liability; and
o for our nuclear generating units, replacement power and business
interruption insurance in amounts and with deductibles that we
consider appropriate.
We can give no assurance that this insurance coverage will be available in
the future on commercially reasonable terms or that the insurance proceeds
received for any loss of or any damage to any of our facilities will be
sufficient to permit us to continue to make payments on our debt. Additionally,
some of our properties may not be insured in the event of an act of terrorism.
Acquisition, Construction And Development Activities May Not Be Successful
We may seek to acquire, develop and construct new energy projects, the
completion of any of which is subject to substantial risk. This activity
requires a significant lead time and requires us to expend significant sums for
preliminary engineering, permitting, fuel supply, resource exploration, legal
and other development expenses in preparation for competitive bids or before it
can be established whether a project is economically feasible.
10
The construction, expansion or refurbishment of a generation, transmission
or distribution facility may involve:
o equipment and material supply interruptions;
o labor disputes;
o unforeseen engineering environmental and geological problems; and
o unanticipated cost overruns.
The proceeds of any insurance, vendor warranties or performance guarantees
may not be adequate to cover lost revenues, increased expenses or payments of
liquidated damages. In addition, some power purchase contracts permit the
customer to terminate the contract, retain security posted by the developer as
liquidated damages or change the payments to be made to the subsidiary or the
project affiliate in the event specified milestones, such as commercial
operation of the project, are not met by specified dates. If project start-up is
delayed and the customer exercises these rights, the project may be unable to
fund principal and interest payments under its project financing agreements. We
can give no assurance that we will obtain access to the substantial debt and
equity capital required to develop and construct new generation projects or to
refinance existing projects to supply anticipated future demand.
Changes In Technology May Make Our Power Generation Assets Less Competitive
A key element of our business plan is that generating power at central
power plants produces electricity at relatively low cost. There are other
technologies that produce electricity, most notably fuel cells, microturbines,
windmills and photovoltaic (solar) cells. It is possible that advances in
technology will reduce the cost of alternative methods of producing electricity
to a level that is competitive with that of most central station electric
production. If this were to happen, our market share could be eroded and the
value of our power plants could be significantly impaired. Changes in technology
could also alter the channels through which retail electric customers buy
electricity, which could affect our financial results.
Recession, Acts Of War Or Terrorism Could Negatively Impact Our Business
The consequences of a prolonged recession and adverse market conditions
may include the continued uncertainty of energy prices and the capital and
commodity markets. We cannot predict the impact of any continued economic
slowdown or fluctuating energy prices; however, such impact could have a
material adverse effect on our financial condition, results of operations and
net cash flows.
Like other operators of major industrial facilities, our generation
plants, fuel storage facilities and transmission and distribution facilities may
be targets of terrorist activities that could result in disruption of our
ability to produce or distribute some portion of our energy products. Any such
disruption could result in a significant decrease in revenues and/or significant
additional costs to repair, which could have a material adverse impact on our
financial condition, results of operation and net cash flows.
FORWARD-LOOKING STATEMENTS
This prospectus includes "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. All statements, other
than statements of historical facts, included in this prospectus or in the
documents or information incorporated by reference or deemed to be incorporated
by reference in this prospectus that address activities, events or developments
that we expect or anticipate will or may occur in the future, including such
matters as our projections, future capital expenditures, business strategy,
competitive strengths, goals, expansion, market and industry developments and
the growth of our businesses and operations, are forward-looking statements.
These statements are based on assumptions and analyses made by us in light of
our experience and our perception of historical trends, current conditions and
expected future developments as well as other factors we believe are appropriate
under the circumstances. Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
anticipated. These statements are based on management's beliefs as well as
assumptions made by and information currently available to management. When used
herein, the words "will," "anticipate," "intend," "estimate," "believe,"
"expect," "plan," "hypothetical," "potential," "forecast," "project," and
variations of such words and similar expressions are intended to identify
forward-looking statements. The following review of factors should not be
construed as exhaustive or as any admission regarding the adequacy of our
disclosures prior to the effective date of the Private Securities Litigation
Reform Act of 1995. These risks and uncertainties include:
11
o market, credit rating and other risks that could result from any
inability to close the pending merger with Exelon Corporation;
o credit, commodity, interest rate, counterparty and other financial
market risks;
o liquidity and the ability to access capital and credit markets and
maintain adequate credit ratings;
o adverse or unanticipated weather conditions that significantly
impact costs and/or operations, including generation;
o changes in the electric industry, including changes to power pools;
o changes in the number of market participants and the risk profiles
of such participants;
o changes in technology that make generation, transmission, and/or
distribution assets less competitive;
o availability of power transmission facilities that impact the
ability to deliver output to customers;
o growth in costs and expenses;
o operating performance or cash flow from investments falling below
projected levels;
o environmental regulations that significantly impact operations;
o changes in rates of return on overall debt and equity markets that
could adversely impact the value of pension assets and liabilities
and the Nuclear Decommissioning Trust Funds;
o ability to maintain satisfactory regulatory results;
o changes in political conditions, recession, acts of war or
terrorism;
o continued availability of insurance coverage at commercially
reasonable rates;
o involvement in lawsuits, including liability claims and commercial
disputes;
o inability to attract and retain management and other key employees
particularly in consideration of the pending merger with Exelon
Corporation;
o acquisitions, divestitures, mergers, restructurings or strategic
initiatives that change PSEG's, PSE&G's, Power's and Energy
Holdings' structure;
o business combinations among competitors and major customers;
o general economic conditions, including inflation or deflation;
o regulatory issues that significantly impact operations;
o changes to accounting standards or accounting principles generally
accepted in the U.S., which may require adjustments to financial
statements;
o changes in tax laws and regulations;
o ability to recover investments or service debt as a result of any of
the risks or uncertainties mentioned herein;
o ability to obtain adequate and timely rate relief;
o energy transmission constraints or lack thereof;
o adverse changes in the market for energy, capacity, natural gas,
emissions credits, congestion credits and other commodity prices,
especially during extreme price movements for natural gas and power;
o surplus of energy capacity and excess supply;
o substantial competition in the worldwide energy markets;
o inability to effectively manage portfolios of electric generation
assets, gas supply contracts and electric and gas supply
obligations;
o margin posting requirements, especially during significant price
movements for natural gas and power;
o availability of fuel and timely transportation at reasonable prices;
o effects on competitive position of actions involving competitors or
major customers;
o changes in product or sourcing mix;
o delays, cost escalations or unsuccessful acquisitions, construction
and development;
12
o changes in regulation and safety and security measures at nuclear
facilities;
o changes in political regimes in foreign countries;
o international developments negatively impacting business;
o changes in foreign currency exchange rates;
o deterioration in the credit of lessees and their ability to
adequately service lease rentals; and
o ability to realize tax benefits.
All of the forward-looking statements made in this prospectus are
qualified by these cautionary statements and we cannot assure you that the
results or developments anticipated by us will be realized or, even if realized,
will have the expected consequences to or effects on us or our business
prospects, financial condition or results of operations. You should not place
undue reliance on these forward-looking statements in making your investment
decision. We expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to these forward-looking statements to reflect
events or circumstances that occur or arise or are anticipated to occur or arise
after the date hereof. In making an investment decision regarding the
securities, we are not making, and you should not infer, any representation
about the likely existence of any particular future set of facts or
circumstances. The forward-looking statements contained in this prospectus, any
prospectus supplement and the documents incorporated by reference or deemed to
be incorporated by reference into this prospectus and any related prospectus
supplement are intended to qualify for the safe harbor provisions of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended.
DESCRIPTION OF THE COMMON STOCK
The following description summarizes the material terms of our common
stock. Because this section is a summary, it does not describe every aspect of
our common stock. For additional information, you should refer to the applicable
provisions of the New Jersey Business Corporation Act and our Certificate of
Incorporation, as amended (the "Charter") and By-Laws, as amended. Our Charter
and By-Laws are exhibits to the registration statement of which this prospectus
is a part.
Authorized Common Stock
Our authorized capital stock consists of 500,000,000 shares of common
stock, without par value.
Common Stock
General. As of July 27, 2005, 239,023,863 shares of our common stock were
issued and outstanding. The outstanding shares of our common stock are, and any
common stock offered hereby when issued and paid for will be, fully paid and
non-assessable.
Dividend Rights. Holders of our common stock are entitled to such
dividends as may be declared from time to time by our board of directors from
legally available funds after payment of all amounts owed on any preferred stock
that may be outstanding.
Voting Rights. Holders of our common stock are entitled to one vote for
each share held by them on all matters presented to shareholders. In the
election of directors, shareholders have cumulative voting rights.
Liquidation Rights. After satisfaction of the preferential liquidation
rights of any preferred stock, the holders of our common stock are entitled to
share, ratably, in the distribution of all remaining net assets.
Preemptive Conversion or Redemption Rights. The holders of our common
stock have preemptive rights as to additional issues of our common stock not
issued on a competitive basis or by an offering to or through underwriters. The
shares of our common stock are not subject to redemption or to any further calls
or assessments and are not entitled to the benefit of any sinking fund
provisions.
Transfer Agents and Registrars
The co-transfer agents and co-registrars for our common and preferred
stock are the Shareholder Services Department of Services and the Continental
Stock Transfer and Trust Company.
13
THE ENTERPRISE DIRECT PLAN
The following constitutes the full text of Enterprise Direct:
Purpose
Enterprise Direct is a direct stock purchase plan designed to promote
long-term ownership among investors in our Common Stock. Participants may
purchase shares of Common Stock and reinvest all or a portion of the dividends
paid on Common Stock and/or Preferred Stock in shares of Common Stock, without
the payment of any brokerage commissions. To the extent, if any, that such
shares are purchased directly from us, the Plan will provide Enterprise with
additional equity capital.
Administration
Enterprise Direct is administered by the individual (who may be our
employee of or an employee of any of our subsidiaries), bank, trust company or
other entity (including us or any of our subsidiaries) appointed from time to
time by us to act as administrator of the Plan (Administrator).
The Administrator is responsible for administering the Plan, receiving all
cash investments made by Participants, forwarding funds to be used to purchase
Common Stock in the open market and sales instructions to the Independent Agent,
holding shares of stock acquired under the Plan, maintaining records, sending
statements of account to Participants and performing other duties related to the
Plan. Under certain circumstances, the Administrator may be an Independent
Agent.
We have appointed Services as the Administrator of Enterprise Direct. We
believe that the appointment of Services as the Administrator poses no material
risks to Participants in Enterprise Direct.
Inquiries
Participants may contact the Administrator by writing to:
PSEG Services Corporation
Stockholder Services
P. O. Box 1171
Newark, New Jersey 07101-1171
By Telephone, Toll Free:
(800) 242-0813 between 10 a.m. and 3:30 p.m. Monday through Friday,
Eastern Time;
- By Facsimile:
(973) 824-7056; OR
- By E-Mail:
stkserv@pseg.com
Eligibility
Any person or entity is eligible to participate in Enterprise Direct
provided that (i) such person or entity fulfills the requirements described
below under "Enrollment Procedures" and (ii) in the case of foreign investors,
participation is limited to shareholders whose participation would not violate
local laws and regulations or subject the Plan, the Administrator or us to
taxation by or in such jurisdictions.
Regulations in certain countries may limit or prohibit participation in
this type of plan. Therefore, persons residing outside the U.S. who wish to
participate in Enterprise Direct should first determine whether they are subject
to any governmental regulations prohibiting their participation. Enterprise
Direct is not offered to any person in any country where such participation is
prohibited or where registration of us, the Administrator or the Common Stock
would be required as a condition of such person's participation.
14
Enrollment Procedures
Requests for copies of an enrollment and authorization form
(Enrollment/Authorization Form) and this Prospectus should be made to the
Administrator at the addresses and telephone numbers listed in "Inquiries",
above.
Shareholders
Shareholders who hold shares of Common Stock or shares of any series of
Preferred Stock directly in their name may join Enterprise Direct by completing
the Enrollment/Authorization Form. See "Methods of Investment".
Non-Shareholders
Investors may join Enterprise Direct by returning a completed
Enrollment/Authorization Form to the Administrator. To enroll, investors must
make an Initial Investment of at least $250 or authorize Automatic Investments
of at least $50 per month. See "Methods of Investment". Non-shareholders will
pay a one-time enrollment fee. See "Service Fees". Common Stock purchased with
the Initial Investment by a non-shareholder will be purchased in the open
market. See "Purchases of Common Stock".
"Street Name" Holders/Transfer of Shares From a Broker
Beneficial owners whose shares are registered in the name of a bank, a
broker, a trustee or other agent may transfer these shares to an Enterprise
Direct account by instructing their agent to register these shares directly in
their name. Upon such registration, the shareholder may enroll in Enterprise
Direct by returning a completed Enrollment/Authorization Form to the
Administrator.
Methods of Investment
A Participant's total investment cannot exceed $125,000 per calendar year
and must be made in U.S. Dollars. For the purpose of applying this limit, all
investments during any calendar year (including the Initial Investment and all
Voluntary Contributions, but excluding reinvested dividends and shares deposited
with Enterprise Direct for safekeeping only) are aggregated. No interest will be
paid on amounts held by the Administrator pending investment.
Direct Investment
Participants may make investments in Common Stock through Enterprise
Direct of at least $250 for an Initial Investment and at least $50 per
investment for any Voluntary Contributions (each, a Direct Investment) by
mailing a new Enrollment/Authorization Form together with a check or money order
as directed on the form. The check or money order must be in U.S. dollars and
drawn on a U.S. bank. Do not send cash. Funds received by the Administrator at
least two business days prior to an Investment Date (as defined in "Investment
Dates", below) will be invested on such Investment Date. Funds received less
than two business days prior to an Investment Date will be invested on the
following Investment Date. Any individual or entity may make Direct Investments
on behalf of any Participant or eligible investor as a gift or award.
A Direct Investment received by the Administrator and not yet used to
purchase Common Stock through the Plan will be returned to the Participant as
soon as practicable if a written request is received by the Administrator at
least two business days prior to the applicable Investment Date. However, no
refund of a check or money order will be made until the check or money order has
cleared. Accordingly, such refunds may be delayed up to three weeks. No interest
will be paid on a Direct Investment that is refunded to the participant.
Automatic Investments
Participants may make Voluntary Contributions through electronic
withdrawals of at least $50 from a predesignated account with a U.S. Financial
institution (Automatic Investments). To initiate Automatic Investments,
Participants must complete and return the Automatic Investment section of the
Enrollment/Authorization Form. Automatic Investments will be initiated as
promptly as practicable. Once
15
initiated, funds will be drawn two business days preceding the Investment Date
for Automatic Investments. Participants should allow 4 to 6 weeks for the first
Automatic Investment to be initiated or for changes in designated financial
institutions or accounts. See "Investment Dates".
Dividends
Participants may elect to acquire Common Stock through the Plan by
reinvesting all or a portion of dividends paid on Common Stock or Preferred
Stock registered in their names by completing an Enrollment/Authorization Form.
Participants electing partial reinvestment of dividends must designate the
specific number of shares and series of securities (i.e., Common Stock and/or
the one or more series of Preferred Stock) on which dividends will be paid in
cash or reinvested. Once a Participant elects reinvestment, dividends paid on
the specific securities so designated will be reinvested in shares of Common
Stock until a different Enrollment/Authorization Form is received. An
Enrollment/Authorization Form must be received by the Administrator no later
than the first business day of a month in which a dividend is to be paid to be
effective with respect to that dividend. The amount reinvested will be reduced
by any amount which is required to be withheld under applicable tax or other
statutes. See "Income Tax Information".
If a Participant does not elect to reinvest dividends, or elects partial
reinvestment, that portion of the dividends not being reinvested will be sent to
the Participant by check or, if the Participant has elected, by electronic
direct deposit. See "Direct Deposit of Dividends Not Reinvested". The amount of
any such dividends paid will be reduced by any amount which is required to be
withheld under applicable tax or other statutes. See "Income Tax Information".
Investment Dates
Enterprise Direct's "Investment Dates" are as follows:
(a) For Direct Investments, (i) the 15th day of each calendar month, or,
if such day is not a day on which the financial markets in New York City are
open for business, the next day on which they are open and (ii) the last day of
each calendar month on which the financial markets in New York City are open for
business. No interest will be paid on amounts held by the Administrator pending
investment.
(b) For Automatic Investments, the 15th day of each calendar month, or, if
such day is not a day on which the financial markets in New York City are open
for business, the next day on which they are open.
(c) For dividends paid on Common Stock or Preferred Stock which are
designated for investment through Enterprise Direct, on each respective dividend
payment date.
Purchases of Common Stock
Common Stock will be purchased by the Independent Agent in the open market
or directly from us, at our sole discretion. However, Common Stock purchased
with Initial Investment funds for non-shareholders will be acquired only in the
open market. Shares purchased from us may be either newly issued shares or
shares held in our treasury.
We may not change our determination regarding the source of the shares
(i.e., from us or in the open market) more than once in any 3-month period. At
any time that shares of Common Stock are purchased in the open market for
Participants, we will not exercise our right to change the source of purchases
of Common Stock absent a determination by our Board of Directors or the Finance
Committee of our Board of Directors that we have a need to increase equity
capital or there is another compelling reason for such change.
Open market purchases by the Independent Agent may be made on any stock
exchange in the United States where the Common Stock is traded, in the
over-the-counter market, from Participants who are selling through the Plan or
by negotiated transactions on such terms as the Independent Agent, in its sole
discretion, may reasonably determine at the time of purchase. Any shares
purchased by the Independent Agent from us will be made in accordance with
applicable requirements. None of us, the Administrator (unless the Administrator
is also the Independent Agent) nor any Participant shall have any authority or
power to direct the time or price at which shares of Common Stock may be
purchased. We will pay all brokerage commissions, related service charges and
any applicable taxes incurred by the Independent Agent in connection with the
purchase of shares of Common Stock in the open market. For information
concerning the potential income tax consequences to the Participant of open
market purchases see "Income Tax Information".
16
For shares purchased in the open market, the Independent Agent may, at its
sole discretion, purchase such shares at any time beginning on the third
business day prior to the Investment Date and ending on the fourth business day
before the next Investment Date. The number of shares (including any fraction of
a share) of Common Stock credited to the account of a Participant for a
particular Investment Date will be determined by dividing the total amount of
dividends, Direct Investments and/or Automatic Investments to be invested for
such Participant on such Investment Date by the weighted average price per share
of such purchases made for all Participants for such Investment Date.
Purchases of shares of Common Stock from us, whether newly issued or
treasury shares, will be made on the relevant Investment Date at the average of
the high and low sales prices of the Common Stock reported on the New York Stock
Exchange Composite Tape as published for the Investment Date. No brokerage
commissions will be incurred on shares acquired directly from us.
Under enterprise direct, a participant does not have the ability to order
the purchase of a specific number of shares, the purchase of shares at a
specified price or a particular date of purchase, as may be done with purchases
through a broker.
The Independent Agent may commingle each Participant's funds with those of
other Participants for the purpose of executing purchase and sale transactions.
Sales of Common Stock
A Participant may sell any or all full shares of Common Stock in the
Participant's account without terminating participation in Enterprise Direct by
delivering a request acceptable to the Administrator. See "Administration". Any
remaining full shares and fraction of a share will remain in the Participant's
account. Under Enterprise Direct, a participant does not have the ability to
sell shares at a specific price or on a particular date, as may be done with
sales through a broker.
A request to have the check for the proceeds of the sale of Plan shares
issued in a name other than the account name of record will be honored only
after the requirements for the transfer of stock have been met. See
"Gift/Transfer of Shares".
Sales will be made by the Independent Agent as soon as practicable after
receipt of such request by the Administrator. Subject to applicable regulations,
the Independent Agent shall have sole discretion as to all matters relating to
such sales, including determining the number of shares, if any, to be sold on
any day or at any time of that day, the prices received for such shares, the
markets on which such sales are made and the person (including other brokers and
dealers) from or through whom such sales are made. The Independent Agent may
also, at its sole discretion, sell shares to Participants purchasing shares
under Enterprise Direct at the weighted average price per share of the aggregate
number of shares then being purchased by the Independent Agent in the open
market. The proceeds from the sale, less any fees charged by us and brokerage
fees, related service charges and any applicable taxes paid by the Independent
Agent, will be remitted to the Participant by the Administrator. A service fee
will be charged for such sales.
See "Service Fees".
A request to sell shares of common stock in a participant's account is
irrevocable when made. The price received by the independent agent for the
account of the participant will necessarily be dependent on market conditions in
effect at the time of the sale. The market price of shares of common stock may
fluctuate up or down between the time the participant requests such sale and the
time such shares are actually sold by the independent agent. No liability for
any such change in market price in connection with any such sale is or has been
assumed by us, the Administrator or the Independent Agent.
Changing Plan Options
Participants may change their Enterprise Direct options at any time by
delivering a new Enrollment/Authorization Form or other instructions to that
effect to the Administrator. Any such instructions must be received by the
Administrator no later than the first business day of a month in which a
dividend is to be paid to be effective for that dividend. In addition, for
changes involving Automatic Investments, an Enrollment/Authorization Form
indicating such change must be received by the Administrator no later than ten
business days prior to the Investment Date upon which the change is to become
effective.
17
Withdrawal from Enterprise Direct
Participants may withdraw from Enterprise Direct by giving written notice
to the Administrator. Upon withdrawal, the Administrator will maintain all
shares of Common Stock held in the Participant's account in book-entry form,
unless the Participant requests that the Administrator either (i) send a
certificate for the number of whole shares held in the Enterprise Direct account
and a check for the value of any fractional shares (based on 100% of the then
current market price of the Common Stock at the time such shares are sold, less
applicable fees, brokerage commissions, related service charges and any
applicable taxes); or (ii) sell all shares in the Enterprise Direct account as
described under "Sales of Common Stock". Thereafter, dividends will be paid in
cash unless the shareholder rejoins Enterprise Direct.
Certificates will be issued upon withdrawal in the name or names in which
the account is maintained, unless otherwise instructed. See "Gift/Transfer of
Shares". No certificates will be issued for a fractional share.
All notices of withdrawal will be processed by the Administrator and any
uninvested funds will be returned to the withdrawing Participant as soon as
practicable, without interest. If a notice of withdrawal is received on or after
an ex-dividend date but before the related dividend payment date, the withdrawal
will be processed as described above and a separate dividend check will be
mailed to the Participant as soon as practicable following the dividend payment
date.
Safekeeping
Both Participants and non-Participants may deposit some or all of their
Common Stock certificates with the Administrator for safekeeping. Shares
deposited will be credited to the individual's account as maintained by the
Administrator. By using Enterprise Direct's safekeeping service, shareholders no
longer bear the risk and cost associated with the loss, theft or destruction of
stock certificates. Shareholders using this service who are not Enterprise
Direct Participants will receive dividends in cash until they enroll in
Enterprise Direct. Shares held in safekeeping may be sold or transferred as
described in "Sales of Common Stock" and "Gift/Transfer of Shares".
To deposit certificates with Enterprise Direct's safekeeping service,
shareholders should send their certificates by registered and insured mail to
the Administrator with written instructions to deposit such shares. The
certificates should not be endorsed and the assignment section should not be
completed. All certificates deposited for safekeeping will be cancelled and a
book-entry account established for the shareholder.
Direct Deposit of Dividends Not Reinvested
Participants and non-Participants who elect not to reinvest all dividends
on shares of Common Stock and Preferred Stock may receive non-reinvested
dividends by electronic deposit to their accounts at predesignated U.S.
financial institutions on the applicable dividend payment date. To receive
direct deposit of funds, Participants and non-Participants must obtain from the
Administrator a direct deposit authorization form ("Direct Deposit Form") and
complete, sign and return it to the Administrator. Direct deposit of funds will
become effective as promptly as practicable after receipt of a completed Direct
Deposit Form. Changes in designated direct deposit accounts may be made by
delivering a new Direct Deposit Form to the Administrator.
Dividends on shares of Common Stock and Preferred Stock not designated for
reinvestment and not directly deposited will be paid by check on the applicable
dividend payment date.
Gift/Transfer of Shares
Shareholders may transfer the ownership of some or all of their Enterprise
Direct shares or shares of Common Stock held in safekeeping by contacting the
Administrator and complying with its requirements for the transfer of stock then
in effect. See "Inquiries". Shares may be transferred to new or existing
shareholders.
18
Service Fees
Enrollment Fee for Non-Shareholders ............................. $10.00
(Deducted from the Initial Investment)
Sales and Withdrawal Fee Per Transaction ........................ $10.00
(Plus brokerage commissions, related service charges and
any applicable taxes incurred by the Independent Agent
in connection with such sale)
Fee for Each Returned Check or Rejected Automatic Investment .... $25.00
Fee for Account Research ........................................ $25.00
(Per hour; one hour minimum)
We reserve the right at any time to change these fees or to charge
Participants (including those who do not reinvest dividends) other fees,
including but not limited to administrative, set-up and handling fees. Notices
of such future changes or additional fees will be sent to Participants at least
60 days prior to their effective date.
The Administrator will deduct the applicable fees and any other charges
from proceeds due from a sale, funds received for investment or the payment of
dividends. Any brokerage fees or commissions paid by us on behalf of a
Participant to purchase shares of Common Stock under Enterprise Direct will be
reported to the Internal Revenue Service ("IRS") as income to the Participant.
See "Income Tax Information". At present, we estimate that brokerage fees and
commissions will not exceed $0.10 per share. We do not control the amount or the
timing of changes to brokerage fees and commissions. Therefore, no notice of
increases in brokerage fees and commissions will be provided.
Reports To Participants
Participants will be provided quarterly statements listing all
transactions in the Participant's account for the calendar year through that
quarter at their last known address as shown on the Administrator's records. In
addition, Participants will be provided a monthly confirmation statement for
each month in which a Voluntary Contribution is made. Quarterly statements
provide cost basis information which is necessary for tax reporting after the
sale of common stock and should be retained by the participant.
Stock Splits; Stock Dividends; Rights Offerings
Only dividends payable in cash may be reinvested under the Plan. In the
event dividends are paid in shares of Common Stock, or if shares of Common Stock
are distributed in connection with any stock split or similar transaction, each
Participant's account will be adjusted to reflect the receipt of shares of
Common Stock so paid or distributed. In the event of a rights offering, rights
will be issued and mailed directly to the Participant for the number of whole
shares only and rights based on a fraction of a share held in the Participant's
account will be sold and the net proceeds will be applied as a Direct Investment
to purchase shares of Common Stock under the Plan on the next Investment Date.
Rights of Participants
All Common Stock purchased and/or held in a Participant's account will be
held in a nominee name and administered by the Administrator, as custodian. Cash
held for a Participant's account pending investment will be held in a segregated
account and will not be commingled with our or the Administrator's funds
(although funds held for Participants will be commingled with funds held for
other Participants). Participants will be provided all reports distributed to
our shareholders, as well as proxy materials, including a proxy covering all
Common Stock held in the Participant's account, relating to any annual or
special meeting of our shareholders at the last address for the Participant
shown on the Administrator's records. Common Stock held in a Participant's
account will be voted as and to the extent specified by the Participant. If a
proxy with respect to the Common Stock held in a Participant's account is not
received by the Administrator prior to the fifth day before a shareholder
meeting, the Administrator will vote the shares held in the Participant's
account in accordance with the recommendations of our management.
19
Responsibility of the Administrator and Us; Indemnification
Neither we nor the administrator can assure a profit or protect against a
loss on shares purchased under enterprise direct. The establishment and
maintenance of Enterprise Direct by us does not constitute an assurance with
respect to either the value of Common Stock or whether we will continue to pay
dividends on Common Stock or at what rate.
MODIFICATION OR TERMINATION OF ENTERPRISE DIRECT
We may modify or terminate Enterprise Direct at any time with or without
prior notice and, in such event, Participants will be so notified. The
Administrator also reserves the right to change any administrative procedures of
Enterprise Direct.
Interpretation of Enterprise Direct
We and the Administrator may, in our absolute discretion, interpret and
regulate Enterprise Direct as deemed necessary or desirable in connection with
the operation of Enterprise Direct and resolve questions or ambiguities
concerning the various provisions of Enterprise Direct.
Governing Law
Enterprise Direct shall be governed by and construed in accordance with
the laws of the State of New Jersey.
Termination of Participation
If a Participant does not have at least one whole share of Common Stock
credited to the Participant's account under Enterprise Direct, or does not own
any Common or Preferred Stock for which dividends are designated for
reinvestment pursuant to Enterprise Direct, the Participant's participation in
Enterprise Direct may be terminated by us upon written notice to the
Participant. Additionally, we may terminate any Participant's participation in
Enterprise Direct after sending written notice to such Participant at the
address appearing on the Administrator's records. A Participant whose
participation has been terminated will receive (i) a certificate for all of the
whole shares of Common Stock credited to the Participant's account in Enterprise
Direct, (ii) any dividends and cash investments credited to the Participant's
account and (iii) a check for the cash value of any fraction of a share of
Common Stock credited to the Participant's account. Such fraction of a share
shall be valued at the weighted average price per share of the aggregate number
of shares sold by the Independent Agent on the day such fraction of a share is
sold.
INCOME TAX INFORMATION
We believe that the following is an accurate summary (as of the date of
this Prospectus) of the U.S. federal income tax consequences generally
applicable to Participants in Enterprise Direct who are taxable on their
dividend income.
For U.S. federal income tax purposes, dividends invested in our Common
Stock under Enterprise Direct are taxable to the same extent and in the same
manner as the dividends received from us in cash. Therefore, taxable
Participants cannot avoid federal income taxes by participating in Enterprise
Direct. Further, brokerage commissions paid by us for open market purchase of
shares on a Participant's behalf are also treated as taxable dividends for this
purpose. Annual informational returns sent to the IRS and to Participants, where
required, will reflect all dividends declared on their Common Stock, whether or
not invested under Enterprise Direct, and any related brokerage commissions.
A Participant's income tax basis in shares acquired under Enterprise
Direct will equal the price at which the shares are credited to the
Participant's account by the Administrator and will be increased by any
brokerage commissions incurred by us in purchasing the shares on the open
market.
This discussion does not address the tax considerations arising under the
laws of any foreign, state or local jurisdictions. Nor does it address all tax
considerations applicable to a Participant's particular circumstances. Further,
certain Participants, such as tax-exempt entities (e.g., pension plans and IRAs)
and foreign shareholders
20
may be exempt from U.S. federal income tax on their dividend income.
Accordingly, Participants are urged to discuss participation in Enterprise
Direct with their tax advisors before enrolling.
In the case of Participants in Enterprise Direct whose dividends are
subject to U.S. back-up withholding, the Administrator will reinvest dividends
less the amount of tax required to be withheld.
In the case of foreign shareholders whose dividends are subject to U.S.
tax withholding, the Administrator will reinvest dividends less the amount of
tax required to be withheld. The filing of any documentation required obtaining
a reduction in the U.S. Withholding tax will be the responsibility of the
foreign shareholder.
USE OF PROCEEDS
We will receive proceeds from the purchase of Common Stock pursuant to
Enterprise Direct only to the extent that any such purchases are made directly
from us and not in open market purchases by the Administrator. Proceeds received
by us from such purchases will be used for general corporate purposes.
PLAN OF DISTRIBUTION
Common Stock offered pursuant to Enterprise Direct will be purchased in
the open market or, at our option, directly from us. Participants will be
required to pay certain fees in connection with Enterprise Direct. See "The
Enterprise Direct Plan -- Service Fees" for a description of the fees charged by
Enterprise Direct. All other costs related to the administration of Enterprise
Direct will be paid by us.
LEGAL MATTERS
The legality of the Common Stock covered hereby has been passed upon for
us by James T. Foran, Esq., our Associate General Counsel and General Corporate
Counsel of Services. Mr. Foran is an officer but not a Director, of us and
Services and owns shares of Common Stock.
EXPERTS
The consolidated financial statements, the related consolidated financial
statement schedule and management's report on the effectiveness of internal
control over financial reporting, incorporated into this prospectus by reference
from our Annual Report on Form 10-K for the year ended December 31, 2004, have
been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their reports (which reports (1) express an
unqualified opinion on the consolidated financial statements and consolidated
financial statement schedule and include explanatory paragraphs relating to the
adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets" and Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" described in Note 2, (2)
express an unqualified opinion on management's assessment regarding the
effectiveness of internal control over financial reporting, and (3) express an
unqualified opinion on the effectiveness of internal control over financial
reporting), which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The consolidated financial statements of Exelon Corporation and
management's assessment of the effectiveness of internal control over financial
reporting (which is included in Management's Report on Internal Control over
Financial Reporting) incorporated into this prospectus by reference to our
Definitive Joint Proxy Statement filed June 8, 2005 and June 13, 2005 which
incorporated by reference the Exelon Corporation Current Report on Form 8-K
filed by Exelon Corporation on May 13, 2005 and the financial statement schedule
incorporated into this prospectus by reference to our Definitive Joint Proxy
Statement filed June 8, 2005 and June 13, 2005 which incorporated by reference
Exelon Corporation's Annual Report on Form 10-K for the year ended December 31,
2004 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and accounting.
21
================================================================================
[LOGO] PSEG
Public Service
Enterprise Group
Incorporated
Enterprise Direct(SM)
(Dividend Reinvestment And
Stock Purchase Plan)
July 29, 2005
Prospectus
================================================================================
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered. All of the amounts
shown are estimates, except the SEC registration fee.
SEC registration fee........................................... $ 22,840
Printing and engraving......................................... 25,000
Legal fees and expenses........................................ 20,000
Fees of accountants............................................ 75,000
NYSE Listing Fee............................................... 25,000
Miscellaneous.................................................. 32,160
--------
Total.......................................................... $200,000
========
Item 15. Indemnification of Directors and Officers.
Under Section 14A:3-5 of the New Jersey Business Corporation Act, we:
(1) have power to indemnify each director and officer (as well as
our 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 our own right,
if (a) such director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best interests, and (b)
with respect to any criminal proceeding, such director or officer had no
reasonable cause to believe his conduct was unlawful;
(2) have power to indemnify each director and officer against
expenses in connection with any proceeding by or in our own right to
procure a judgment in our 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 our best interests; 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 us, unless and only to the extent that the court determines that the
director or officer is fairly 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) have 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 we 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 proceeding 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 us that the director
or officer has not met the applicable standard of conduct.
Indemnification under the statute does not exclude any other rights to
which a director or officer may be entitled under a certificate of
incorporation, by-law, or otherwise.
II-1
Article 8, Section 1 of our Certificate of Amendment of Certificate of
Incorporation provides as follows:
1. Indemnification:
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.
Article 8, Section 2 of our Certificate of Amendment of Certificate of
Incorporation provides as follows:
2. 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 amended and restated trust agreements for Trusts provide that no
trustee, affiliate of any trustee or agents of any trustee (each, an
"Indemnified Person") shall be liable, responsible or accountable in damages or
otherwise to any employee or agent of the respective Trust or its affiliates, or
any officers, directors, stockholders, employees, representatives or agents of
us or our affiliates or to any holders of preferred trust securities of the
respective Trust for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the respective Trust and in a manner such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified
Person by the amended and restated trust agreement or by law, except that an
Indemnified Person shall be liable for any such loss, damage or claim incurred
by reason of such Indemnified Person's gross negligence (or, in the case of the
property trustee, negligence) or willful misconduct with respect to such acts or
omissions. The respective amended and restated trust agreement also provides
that, to the fullest extent permitted by applicable law, we shall indemnify and
hold harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person by reason of any act or omission performed
or omitted by such Indemnified Person in good faith on behalf of the respective
Trust and in a manner such Indemnified Person reasonably believed to be within
the scope of authority conferred on such Indemnified Person by the respective
amended and restated trust agreement, except that no Indemnified Person shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
such Indemnified Person by reason of gross negligence (or, in the case of the
property trustee, negligence) or willful misconduct with respect to such acts or
omissions. The respective amended and restated trust agreement further provides
that to the fullest extent permitted by applicable law, we shall, from time to
time, advance (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or the final disposition of such
claim, demand, action, suit or proceeding prior to the final disposition of such
claim, demand, action, suit or proceeding upon our receipt of an undertaking by
or on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified
pursuant to the amended and restated trust agreement.
Our directors and officers 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 we are insured to
the extent that we are required or permitted by law to indemnify the directors
and officers for such loss. We pay premiums for such insurance.
Item 16. List of Exhibits.
Exhibit
5 Opinion of James T. Foran, Esquire relating to the validity of the Common
Stock, including consent.
23a Consent of Deloitte & Touche, LLP.
23b Consent of PricewaterhouseCoopers, LLP.
23c Consent of James T. Foran, Esquire (included in Exhibit 5).
24 Power of Attorney.
II-2
Item 17. Undertakings.
We hereby undertake:
(a)(1) 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 Securities Act of 1933;
(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 (a)(1) (i) and (a)(1) (ii) do
not apply if the registration statement is on Form S-3, Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrants pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) 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.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrants' annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrants pursuant to the
provisions referred to in Item 15 of this registration statement,
or otherwise, the Registrants have been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrants of expenses incurred
or paid by a director, officer or controlling person of the
Registrants 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
Registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(d) We hereby undertake that for the purpose of determining any
liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Public Service Enterprise Group Incorporated, certifies that it has
reasonable grounds to believe it meets all of the requirements for filing on
Form S-3 and has duly caused this 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 29th day of July 2005.
Public Service Enterprise Group
Incorporated
BY: /S/ THOMAS M. O'FLYNN
---------------------------
Thomas M. O'Flynn
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacity
and on the date indicated.
Signature Capacity Date
--------- -------- ----
/s/ Thomas M. O'Flynn Principal Financial Officer July 29, 2005
---------------------
Thomas M. O'Flynn
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has also been signed by Thomas M. O'Flynn,
Attorney-in-Fact, on behalf of the following persons in the capacities indicated
on July 29, 2005.
Name Capacity
---- --------
E. James Ferland Principal Executive Officer and Director
Patricia A. Rado Principal Accounting Officer
Caroline Dorsa Director
Ernest H. Drew Director
Albert R. Gamper, Jr. Director
Conrad K. Harper Director
William V. Hickey Director
Shirley Ann Jackson Director
Thomas A. Renyi Director
Richard J. Swift Director
BY: /S/ THOMAS M. O'FLYNN
---------------------------
Thomas M. O'Flynn
Attorney-In-Fact
II-4
EXHIBIT INDEX
Exhibit
-------
5-1 Opinion of James T. Foran, Esquire relating to the validity of the Common
Stock, including consent.
23a Consent of Deloitte & Touche, LLP.
23b Consent of PricewaterhouseCoopers, LLP.
23c Consent of James T. Foran, Esquire (included in Exhibit 5).
24 Power of Attorney.