UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 5, 2005
Date of Report (Date of earliest event reported)
Commission File Exact Name of Registrant as Specified in Its Charter; State IRS Employer
Number of Incorporation; Address of Principal Executive Offices; Identification Number
and Telephone Number
----------------- ----------------------------------------------------------- ----------------------
Public Service Enterprise Group Incorporated 22-2625848
001-09120 (a New Jersey Corporation)
80 Park Plaza
P.O. Box 1171
Newark, New Jersey 07101-1171
(973) 430-7000
001-00973 Public Service Electric and Gas Company 22-1212800
(a New Jersey Corporation)
80 Park Plaza
P.O. Box 570
Newark, New Jersey 07101-0570
(973) 430-7000
PSEG Power LLC 22-3663480
000-49614 (a Delaware Limited Liability Company)
80 Park Plaza-T25
Newark, New Jersey 07102-4194
(973) 430-7000
000-32503 PSEG Energy Holdings LLC 42-1544079
(a New Jersey Limited Liability Company)
80 Park Plaza-T20
Newark, New Jersey 07102-4194
(973) 456-3581
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 8 - Other Events.
Item 8.01. Other Events.
As previously announced, on December 20, 2004, Exelon Corporation ("Exelon") and
Public Service Enterprise Group Incorporated ("PSEG") entered into an Agreement
and Plan of Merger (the "Merger Agreement"), pursuant to which PSEG will merge
with and into Exelon with Exelon continuing as the surviving corporation (the
"Merger"). Completion of the Merger is subject to a number of conditions,
including the approval of shareholders and a number of governmental authorities.
There are numerous regulatory approvals or other regulatory actions required to
consummate the Merger, including those described in this Report on Form 8-K. In
February 2005, Exelon and PSEG filed applications with the Federal Energy
Regulatory Commission ("FERC"), the New Jersey Board of Public Utilities
("NJBPU") and the Pennsylvania Public Utility Commission ("PAPUC"), and filed a
joint proxy statement/prospectus with the Securities and Exchange Commission
("SEC") related to proxy solicitation for shareholder approval of the Merger and
the issuance of shares by Exelon. Exelon also provided notice of the proposed
Merger to the Illinois Commerce Commission ("ICC"). In March, Exelon and PSEG
filed applications or made filings with the Nuclear Regulatory Commission
("NRC"), the United States Department of Justice ("DOJ"), the New York Public
Service Commission, the Connecticut Siting Council, the New Jersey Department of
Environmental Protection ("NJDEP") and with the SEC under the Public Utility
Holding Company Act ("PUHCA"). Additional applications and notices will be filed
in the coming months.
On February 23, 2005, at a meeting of its Electricity Policy Committee, the
ICC's General Counsel confirmed that the ICC does not have jurisdiction over the
matter and thus its approval is not required for the Merger. On March 16, 2005,
Exelon and PSEG obtained approval of matters relating to the Merger from the
Connecticut Siting Council under Connecticut public utility law.
On March 4, 2005, Exelon and PSEG made the filings required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR"). On March 23,
Exelon and PSEG received a letter from the Antitrust Division of the DOJ
requesting additional information pertaining to the Merger. Exelon and PSEG
intend to respond promptly to the request for additional information. The formal
request for additional, specific information supplements information already
provided in the original HSR filing. The DOJ request extends the waiting period
under HSR, and the period of DOJ review of the proposed Merger, for a period of
30 days after Exelon and PSEG provide the information requested by DOJ. The
extension of the HSR waiting period is not expected to impact the anticipated
closing date of the Merger.
On March 30, 2005, the administrative law judge in the proceeding before the
PAPUC issued a prehearing order establishing a timetable for the regulatory
approval process in Pennsylvania, which provides for the administrative law
judge to issue an initial decision on November 7, 2005. Thereafter, a decision
of the full PAPUC can be expected in December 2005 or January 2006. The
procedural schedule to be followed during the course of the administrative
process before the PAPUC resulted from an agreement among Exelon, PSEG and
numerous parties in the case, including the PAPUC Office of Trial Staff and the
Pennsylvania Office of Consumer Advocate.
On April 5, 2005, the administrative law judge in the proceeding before the
NJBPU issued a prehearing order establishing a timetable for the regulatory
approval process in New Jersey. The order provides for the administrative law
judge to issue an initial decision by February 26, 2006. Thereafter, pursuant to
the provision of the New Jersey Administrative Procedure Act, a decision of the
full NJBPU could reasonably be expected by approximately March 23, 2006. The
procedural schedule resulted from an agreement among Exelon, PSEG, the NJBPU
staff, and the New Jersey Ratepayer Advocate pertaining to the procedural
schedule to be followed during the course of the administrative process before
the NJBPU.
The procedural schedules for both the PAPUC and NJBPU proceedings include
opportunities for settlement discussions among the parties during the course of
the proceeding. Exelon and PSEG will endeavor to
settle differences of opinion among the administrative litigants during the
course of the proceedings if they are able to do so on satisfactory terms. Any
such settlements could allow for earlier approval of the Merger.
When Exelon and PSEG announced the merger agreement on December 20, 2004, they
indicated that they expected to close the transaction in 12-15 months. The
companies believe that this objective is reasonably achievable assuming Exelon
and PSEG are able to reach settlements with interested parties that are approved
by the PAPUC and NJBPU. If settlements are not reached, the companies expect
that, assuming all other conditions to completion of the Merger are satisfied,
the closing of the Merger will occur early in the second quarter of 2006.
The filings with the NRC, NJDEP and SEC under PUHCA remain pending and currently
are not expected to impact the anticipated closing date of the Merger. In
addition, Exelon and PSEG currently expect that the FERC schedule will not
impact the anticipated timing of closing of the Merger. However, the NJBPU has
intervened and requested that FERC hold a hearing on the application relating to
the Merger. If FERC were to hold hearings with respect to the Merger the
approval process would extend the anticipated closing into mid-2006 or perhaps
later.
Although Exelon and PSEG believe that the expectations as to timing for the
closing of the Merger described above are reasonable, no assurances can be given
as to the timing of the receipt of any required regulatory approvals or that all
required approvals will be received.
* * * * *
This Current Report on Form 8-K is being filed separately by PSEG, Public
Service Electric and Gas Company ("PSE&G"), PSEG Power LLC ("Power"), PSEG
Energy Holdings LLC ("Holdings", and together with PSEG, PSE&G and Power,
collectively, the "PSEG Registrants"). Information contained herein relating to
any individual PSEG Registrant has been filed by such registrant on its own
behalf. No individual PSEG Registrant makes any representation as to information
relating to any other PSEG Registrant.
Except for the historical information contained herein, certain of the matters
discussed in this Filing constitute "forward-looking statements" within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
both as amended by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, without limitation, statements regarding
actual or anticipated benefits of the proposed merger, integration plans, and
expected synergies, anticipated future financial and operating performance and
results, including, without limitation, estimates for growth. These statements
are based on the current expectations of management of PSEG, PSE&G, Power and
Holdings, respectively, and the current expectations of management of Exelon,
Commonwealth Edison Company ("ComEd"), PECO Energy Company ("PECO") and Exelon
Generation Company, LLC ("Exelon Generation," and together with Exelon, ComEd
and PECO, collectively, the "Exelon Registrants"). There are a number of risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements included in this filing, such as, without
limitation: (1) the companies may be unable to obtain shareholder approvals
required for the merger; (2) the companies may be unable to obtain regulatory
approvals required for the merger, or required regulatory approvals may delay
the merger or result in the imposition of conditions that could have a material
adverse effect on the combined company or cause the companies to abandon the
merger; (3) conditions to the closing of the merger may not be satisfied; (4) an
unsolicited offer of another company to acquire assets or capital stock of
Exelon or PSEG could interfere with the merger; (5) problems may arise in
successfully integrating the businesses of the companies, which may result in
the combined company not operating as effectively and efficiently as expected;
(6) the combined company may be unable to achieve cost-cutting synergies or it
may take longer than expected to achieve those synergies; (7) the merger may
involve unexpected costs or unexpected liabilities, or the effects of purchase
accounting may be different from the companies' expectations; (8) the credit
ratings of the combined company or its subsidiaries may be different from what
the companies expect; (9) the businesses of the companies may suffer as a result
of uncertainty surrounding the merger; (10) the companies may experience more
difficulties than expected in achieving operating improvements at jointly owned
nuclear generating facilities; (11) the companies may not realize the values
expected to be obtained
for properties expected or required to be divested; (12) the industry may be
subject to future regulatory or legislative actions that could adversely affect
the companies; and (13) the companies may be adversely affected by other
economic, business, and/or competitive factors. Other unknown or unpredictable
factors could also have material adverse effects on future results, performance
or achievements of the combined company. A discussion of some of these other
important factors and assumptions is contained in the PSEG Registrants' and
Exelon Registrants' respective filings with the SEC, including: (1) the PSEG
Registrants' 2004 Annual Report on Form 10-K - Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations - Overview of 2004
and Future Outlook; (2) the PSEG Registrants' 2004 Annual Report on Form 10-K -
Item 8. Financial Statements and Supplementary Data and the Notes to
Consolidated Financial Statements; (3) The PSEG Registrants' 2004 Annual Report
on Form 10-K Forward Looking Statements; (4) the Exelon Registrants' 2004 Annual
Report on Form 10-K - Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Business Outlook and the Challenges in
Managing Our Business for each of Exelon, ComEd, PECO and Exelon Generation; and
(5) the Exelon Registrants' 2004 Annual Report on Form 10-K - Item 8. Financial
Statements and Supplementary Data: Exelon - Note 20, ComEd - Note 15, PECO -
Note 14 and Exelon Generating - Note 16. These risks, as well as other risks
associated with the merger, are more fully discussed in the joint proxy
statement/prospectus that is contained in the Registration Statement on Form S-4
that Exelon has filed with the SEC (Registration No. 333-122704) in connection
with the proposed merger. In light of these risks, uncertainties, assumptions
and factors, the forward-looking events discussed in this Filing may not occur.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Filing. None of the PSEG
Registrants or Exelon Registrants undertakes any obligation to publicly release
any revision to its forward-looking statements to reflect events or
circumstances after the date of this Filing.
Additional Information
This communication is not a solicitation of a proxy from any security holder of
PSEG or Exelon. Exelon has filed with the Securities and Exchange Commission a
Registration Statement on Form S-4 (Registration No. 333-122704) that contains a
preliminary joint proxy statement/prospectus and other relevant documents
regarding the proposed merger of Exelon and PSEG. WE URGE INVESTORS AND SECURITY
HOLDERS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION about Exelon, PSEG 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 SEC free of charge at the SEC's
website, www.sec.gov. In addition, a copy of the definitive 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,
Shareholder Services, 10 South Dearborn Street, P.O. Box 805398, Chicago,
Illinois 60680-5398.
The respective directors and executive officers of PSEG and Exelon and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding Exelon's directors
and executive officers is available in the preliminary joint proxy
statement/prospectus contained in the above-referenced Registration Statement on
Form S-4.
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 DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND OTHER RELEVANT MATERIALS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WHEN THEY BECOME AVAILABLE.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Public Service Enterprise Group Incorporated
/s/ Patricia A. Rado
--------------------------------------
Patricia A. Rado
Vice President and Controller
April 6, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Public Service Electric and Gas Company
/s/ Patricia A. Rado
---------------------------------------
Patricia A. Rado
Vice President and Controller
April 6, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PSEG Power LLC
/s/ Patricia A. Rado
---------------------------------------
Patricia A. Rado
Vice President and Controller
April 6, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PSEG Energy Holdings LLC
/s/ Patricia A. Rado
--------------------------------------
Patricia A. Rado
Vice President and Controller
April 6, 2005