Filed by Public
Service Enterprise Group Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and Deemed Filed Pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company:
Public Service Enterprise Group Incorporated
(Commission File No. 001-09120)
The following document is an online communication to PSEG employees regarding 1) Exelons upcoming earnings web cast, and 2) information related to the Operating Service Agreement with Exelon.
********
Merger News
Exelon to host earnings
web cast Jan. 26
Exelon will host an investor/analyst
conference call on its earnings on Wednesday, Jan. 26, at 8 a.m. EST.Employees can listen
to the live audio web cast on www.exeloncorp.com .
Eye on Nuclear
Operating Services
Agreement featured on dedicated website
PSEG Nuclear just completed its first
full week under the Exelon Operating Services Agreement.
A dedicated website has been
established on Info Central and the PSEG Nuclear Intranet webpage to house all information
relative to the Operating Services Agreement. All hands meetings were held last week for
all employees.
Important information
Safe Harbor statement
Safe Harbor Statement
under the Private Securities Litigation Reform Act of 1995 This document contains
forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements include, but are not limited to, statements about the
benefits of the business combination transaction involving Public Service Enterprise Group
Incorporated and Exelon Corporation, including future financial and operating results, the
combined companys plans, objectives, expectations and intentions and other
statements that are not historical or current facts. Such statements are based upon the
current beliefs and expectations of Public Service Enterprise Group Incorporateds
and Exelon Corporations management, are subject to significant risks and
uncertainties and may differ materially from actual future experience involving any one or
more of such matters. Actual results may differ from those set forth in the
forward-looking statements. The following factors, among others, could cause actual
results to differ from those set forth in the forward-looking statements: the timing of
the contemplated merger and the impact of any conditions imposed by regulators in
connection with their approval thereof; the failure of Public Service Enterprise Group
Incorporated and Exelon Corporation stockholders to make the requisite approvals for the
transaction; the risk that the businesses will not be integrated successfully; failure to
quickly realize cost-savings from the transaction as a result of technical, logistical,
competitive and other factors; the effects of weather; the performance of generating units
and transmission systems; the availability and prices for oil, gas, coal, nuclear fuel,
capacity and electricity; changes in the markets for electricity and other energy-related
commodities; changes in the number of participants and the risk profile of such
participants in the energy marketing and trading business; the effectiveness of our risk
management and internal controls systems; the effects of regulatory decisions and changes
in law; changes in competition in the markets we serve; the ability to recover regulatory
assets and other potential stranded costs; the outcomes of litigation and regulatory
proceedings or inquiries; the timing and success of efforts to develop domestic and
international power projects; conditions of the capital markets and equity markets;
advances in technology; changes in accounting standards; changes in interest rates and in
financial and foreign currency markets generally; the economic and political climate and
growth in the areas in which we conduct our activities; and changes in corporate
strategies. While we believe that our forecasts and
assumptions are reasonable, we caution that actual results may differ materially. We intend the forward-looking statements to speak only as of the time first made and we do not undertake to update or revise them as more information becomes available. Additional factors that could cause Public Service Enterprise Group Incorporateds and Exelon Corporations results to differ materially from those described in the forward-looking statements can be found in the 2003 Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q for the quarterly period ended September 30, 2004, of Public Service Enterprise Group Incorporated and Exelon Corporation, as such reports may have been amended, each filed with the Securities and Exchange Commission and available at the Securities and Exchange Commissions website, www.sec.gov .
Additional Information
This communication is not a
solicitation of a proxy from any security holder of Public Service Enterprise Group
Incorporated or Exelon Corporation. Exelon Corporation intends to file with the Securities
and Exchange Commission a registration statement that will include a joint proxy
statement/prospectus and other relevant documents to be mailed by Public Service
Enterprise Group Incorporated and Exelon Corporation to their respective security holders
in connection with the proposed merger of Public Service Enterprise Group Incorporated and
Exelon Corporation. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOMEAVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED, EXELON CORPORATION AND THE PROPOSED MERGER. Investors and security holders
will be able to obtain these materials (when they are available) and other documents filed
with the Securities and Exchange Commission free of charge at the Securities and Exchange
Commissions website, www.sec.gov. In addition, a copy of the joint proxy
statement/prospectus (when it becomes available) may be obtained free of charge from
Public Service Enterprise Group Incorporated, Investor Relations, 80 Park Plaza, P.O. Box
1171, Newark, New Jersey 07101-1171, or from Exelon Corporation, Investor Relations, 10
South Dearborn Street, P.O. Box 805398, Chicago, Illinois 60680-5398.
Participants in
Solicitation
Public Service Enterprise Group
Incorporated, Exelon Corporation, their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information regarding Public Service Enterprise Group
Incorporateds directors and executive officers is available in its proxy statement
filed with the Securities and Exchange Commission by Public Service Enterprise Group
Incorporated on March 10, 2004, and information regarding Exelon Corporations
directors and executive officers is available in its proxy statement filed with the
Securities and Exchange Commission by Exelon Corporation on March 12, 2004. OTHER
INFORMATION REGARDING THE PARTICIPANTS IN THE PROXY SOLICITATION AND A DESCRIPTION OF
THEIR DIRECT AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE CONTAINED
IN THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE.