As filed with the Securities and Exchange Commission on June 20, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
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 of Incorporation) (I.R.S. Employer Identification No.)
80 Park Plaza, P.O. Box 1171, Newark, NJ 07101-1171
(Address, including zip code, of Registrant's principal executive offices)
Public Service Enterprise Group Incorporated
Employee Stock Purchase Plan
(Full title of plan)
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Thomas M. O'Flynn or James T. Foran, Esq.
Executive Vice President and Associate General Counsel
Chief Financial Officer
80 Park Plaza
P.O. Box 1171
Newark, NJ 07101-1171
(973) 430-7000
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Proposed Amount of
to be registered registered(1) maximum maximum registration
offering aggregate fee(1),(2)
price per offering
share(2) price(2)
Common Stock 2,120,485 shares $43.01 $91,202,059 $7,378
(without par value)
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(1) Pursuant to General Instruction E of Form S-8, the total amount of shares
being registered is 2,120,485, of which 120,485 shares are unsold shares
that are being carried forward from Registration Statement No. 33-45491 on
Form S-8 filed by PSEG on February 3, 1992. A registration fee of $1,016
was previously paid with the filing of such registration statement and,
pursuant to Rule 457(p), was used to offset the filing fee for common
stock registered herein.
(2) Estimated in accordance with Rule 457(h) 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 of PSEG Common Stock on June 18, 2003
for, as reported in the consolidated reporting system.
Prospectus
[LOGO] PSEG
2,120,485 SHARES
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
COMMON STOCK (WITHOUT PAR VALUE)
offered through the
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
The Employee Stock Purchase Plan or ESPP of Public Service Enterprise
Group Incorporated or PSEG provides a convenient method for employees of PSEG
and its subsidiaries participating in the ESPP to purchase PSEG's Common Stock
(without par value) through payroll deductions at a 5% discount from market
price, without payment of any brokerage commission or service charge. While
shares of Common Stock are held under the ESPP, dividends on such shares are
used to purchase additional shares of Common Stock at a 5% discount.
The Stockholder Services Department of PSEG Services Corporation is the
ESPP's recordkeeper. The ESPP provides that shares of Common Stock purchased for
participants will either be purchased directly from PSEG, at its sole
discretion, or in the open market by an agent independent of PSEG and its
affiliates, as selected by PSEG.
The price per share of Common Stock purchased directly from PSEG under the
ESPP will be 95% of the average of high and low sale prices of Common Stock on
the New York Stock Exchange on the second Friday of each month (or on the next
preceding business day if the second Friday is not a business day). The price
per share of Common Stock purchased in the open market by any independent agent
will be 95% of the weighted average price, excluding brokerage commissions, of
all shares acquired by that independent agent for the ESPP during the period
such purchases are made.
The 5% discount from market price for shares of Common Stock purchased
under the ESPP and any applicable brokerage commissions for purchases by any
independent agent in the open market will be paid for by each respective
participant's employer and will be taxable as ordinary income to participants.
Each participant's employer will make the required withholding deductions from
each participant's pay equivalent to withholding taxes on this discount.
You should read this prospectus carefully. If you are not now and do not
wish to become a participant, or if you wish to continue your present
participation without change, no action on your part is required. If you wish to
join the ESPP or change the amount of your payroll deductions under the ESPP,
please follow the instructions for submitting an enrollment form to the Manager
Business Center-Employee and Payroll Services of Services. It is suggested that
this prospectus be retained for future reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful and complete. Any representation to the contrary is a
criminal offense.
June 20, 2003
TABLE OF CONTENTS
Page
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General Information About the ESPP ..................................... 3
Employee Stock Purchase Plan ........................................... 4
Section 1. Definitions ............................................... 4
Section 2. The Plan .................................................. 4
Section 3. Eligibility ............................................... 5
Section 4. Enrollment ................................................ 5
Section 5. Limit on Payroll Deductions ............................... 5
Section 6. Purchases of Stock ........................................ 5
Section 7. Cost of Stock Purchased ................................... 6
Section 8. Issuance of Certificates .................................. 6
Section 9. Dividends ................................................. 6
Section 10. Withdrawal ............................................... 7
Section 11. Reports to Participants .................................. 7
Section 12. Voting of Shares ......................................... 7
Section 13. Subscription Rights, Stock Dividends and Stock Splits .... 7
Section 14. Administration ........................................... 7
Section 15. Termination and Amendment ................................ 7
Additional Information About the ESPP ................................ 8
Tax Consequences of the ESPP ......................................... 8
Where You Can Find More Information .................................. 9
Incorporation of Certain Documents By Reference ...................... 9
2
GENERAL INFORMATION ABOUT THE ESPP
The ESPP is administered by the Employee Benefits Committee appointed from
time to time by our Board of Directors. The Committee has overall responsibility
for the administration and interpretation of the ESPP.
The Manager Business Center-Employee and Payroll Services of Services is
responsible for receiving and processing enrollment forms and making payroll
deductions. The Manager Business Center-Employee and Payroll Services is located
at 80 Park Plaza, T23, Newark, New Jersey 07101.
The Stockholder Services Department of Services is Recordkeeper for the
ESPP. The Recordkeeper keeps a continuing record of Participants' accounts under
the ESPP, sends quarterly statements of account to Participants and performs
other duties relating to the ESPP for Participants. The Recordkeeper is located
at 80 Park Plaza, P.O. Box 1171, T6, Newark, New Jersey 07101-1171.
To the extent that newly issued shares are used for ESPP purchases, we
will select an independent agent to purchase shares of Common Stock on the open
market. Such open market purchases are made at the sole discretion of the
independent agent, subject to the conditions set forth in Section 6--Purchases
of Stock.
As of May 31, 2003, there were approximately 1,750 participants enrolled
in the ESPP out of approximately 10,500 employees eligible to participate.
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The following is the text of the ESPP:
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
Section 1. Definitions
Unless the context clearly requires otherwise, where used in the Plan, the
words and phrases hereinafter defined shall have the following meanings:
a. Committee shall mean the Employee Benefits Committee of PSEG
appointed by its Board of Directors.
b. Common Stock shall mean the common stock (without par value) of
PSEG.
c. Eligible Employee shall mean any active employee of a
Participating Affiliate who has completed one (1) year of service and has
attained the age of eighteen (18) years.
d. Employer shall mean any Participating Affiliate.
e. Enrollment Form shall mean the form pursuant to which an Eligible
Employee will authorize a specified dollar amount from his or her pay or
sick benefits to be paid over for the purchase of shares of Common Stock
under the Plan.
f. Independent Agent shall mean an agent independent of PSEG and its
affiliates selected by PSEG to effect open market purchases of Common
Stock on behalf of Participants.
g. Investment Date shall mean (i) for shares purchased directly from
PSEG: the second Friday of each month, or the next preceding business day
if the second Friday is not a business day and (ii) for shares purchased
by the Independent Agent in the open market: the last day on which shares
are purchased during the applicable Investment Period.
h. Investment Period shall mean, with respect to purchases of Common
Stock made on the open market, the period commencing not earlier than the
tenth day of the month in which such open market purchases are to be made
and ending no later than the twenty-fourth day of such month during which
period the Independent Agent shall make purchases for Participants under
the ESPP.
i. Manager Business Center-Employee and Payroll Services shall mean
the Manager Business Center-Employee and Payroll Services of Services.
j. Participating Affiliate shall mean any organization within the
controlled group of corporations (as defined in the Internal Revenue Code
of 1986, as amended) within which PSEG is a member and which (i) adopts
the Plan with the approval of PSEG's Board of Directors, (ii) authorizes
PSEG's Board of Directors to act for it in all matters arising under or
with respect to the Plan and (iii) complies with such other terms and
conditions relating to the Plan as may be imposed by PSEG's Board of
Directors.
k. Participants shall mean those Eligible Employees who are
currently having payroll deductions made for the purchase of Common Stock
under the Plan.
l. Plan shall mean this Public Service Enterprise Group Incorporated
Employee Stock Purchase Plan.
m. PSEG shall mean Public Service Enterprise Group Incorporated, a
New Jersey Corporation.
n. Recordkeeper shall mean the Stockholder Services Department of
Services.
o. Services shall mean PSEG Services Corporation, a New Jersey
Corporation.
Section 2. The Plan
The Plan provides a method for Eligible Employees to purchase shares of
Common Stock at 95% of the market price. Shares of Common Stock acquired under
the Plan for accounts of Participants will be purchased either (a) directly from
PSEG or (b) in the open market by an Independent Agent selected by PSEG. Shares
of
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Common Stock will be purchased with Participants' funds made available by
payroll deduction, reinvestment of dividends on shares of Common Stock purchased
for Participants and held for their account under the Plan, together with an
amount equal to the 5% purchase price discount.
Section 3. Eligibility
Participation in the Plan is open to active employees of PSEG's
Participating Affiliates who, at the time of enrollment, have attained age 18
and have been in the employ of an Employer for more than one year.
Section 4. Enrollment
An Eligible Employee may enroll in the Plan at any time by executing an
Enrollment Form and sending it to the Manager Business Center-Employee and
Payroll Services. The Enrollment Form authorizes the Participant's Employer to
withhold a specified dollar amount from a Participant's pay or sick benefits
each pay period and all dividends on shares held for the Participant's account
under the Plan and to use such payroll deductions and dividends to purchase
shares of Common Stock for the Participant's account. Enrollment in the Plan
shall be effective, and payroll deductions shall commence, approximately 30 days
after the signed Enrollment Form is received by the Manager Business
Center-Employee and Payroll Services.
Once enrolled in the Plan, a Participant shall remain in the Plan until
the Participant withdraws from the Plan, the Participant's enrollment is
terminated under Section 10 or the Plan is terminated under Section 15. After
withdrawing or being terminated from the Plan, an Eligible Employee may
re-enroll in the Plan at any time by executing a new Enrollment Form and sending
it to the Manager Business Center-Employee and Payroll Services as provided
above.
A Participant may change the amount of the Participant's payroll
deductions under the Plan at any time by sending a new Enrollment Form,
indicating the new amount of deduction, to the Manager Business Center-Employee
and Payroll Services. The change in amount of deduction shall be effective as
soon as practicable after receipt by the Manager Business Center-Employee and
Payroll Services.
Section 5. Limit on Payroll Deductions
A Participant may authorize payroll deductions to be made each pay period
in any dollar amount up to 10% of the Participant's base pay, but not less than
$5 a week for those on weekly payroll and $10 every two weeks for those on a
biweekly payroll. A request by a Participant to reduce payroll deductions below
such minimum will be deemed a request to withdraw from the Plan.
Section 6. Purchases of Stock
PSEG will have sole discretion as to whether Common Stock purchased under
the Plan will be purchased directly from it. The Recordkeeper will notify the
Independent Agent prior to the commencement of the Investment Period for which
the Independent Agent will be required to purchase shares for the Plan in the
open market. Purchases of Common Stock not directly made from PSEG may be made
by the Independent Agent on any securities exchange on which shares of Common
Stock are traded or in negotiated transactions.
On the Open Market. Amounts deducted from Participants' pay or sick
benefits and an amount equal to the purchase price discount shall be transmitted
to PSEG by each such Participant's respective Employer. Similarly, the
Recordkeeper will transmit to PSEG any dividends paid on shares of Common Stock
held for the accounts of Participants under the Plan. PSEG shall forward these
amounts to the Independent Agent. The Independent Agent shall apply all such
amounts to the purchase of shares of Common Stock at any time or times, at the
sole discretion of the Independent Agent, during the period commencing not
earlier than the tenth day of the month and ending no later than the
twenty-fourth day of such month. The last date during an Investment Period on
which shares are so acquired by the Independent Agent (Investment Date) is the
date as of which such shares will be credited to Participants' accounts.
Directly from PSEG. Amounts deducted from Participants' pay or sick
benefits and an amount equal to the purchase price discount will be transmitted
to PSEG by each such Participant's respective Employer. Similarly, the
Recordkeeper will transmit to PSEG any dividends on shares of Common Stock held
for the accounts of Participants under the Plan. PSEG shall, on the Investment
Date, apply all such amounts to the purchase of new issue shares of Common
Stock.
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Purchases of shares of Common Stock under the Plan may be made only
through payroll deductions and the reinvestment of dividends on shares held for
the account of Participants under the Plan. Shares purchased shall be allocated
to Participants' accounts each month as full shares and fractional shares to
four decimal places on the basis of Participants' payroll deductions and
dividends paid on shares held for their accounts under the Plan.
Under no circumstances will Common Stock purchased under the Plan be
bought back from a Participant or the Independent Agent by PSEG or by any
Employer.
Section 7. Cost of Stock Purchased
On the Open Market. The cost to each Participant of the Common Stock
purchased on the open market for the Participant's account under this Plan shall
be 95% of the weighted average price paid by the Independent Agent for all
shares purchased during the applicable Investment Period.
Directly from PSEG. The cost to each Participant of the Common Stock
purchased directly from PSEG for the Participant's account under the Plan shall
be 95% of the average of the high and low sale prices of the Common Stock as
reported on the New York Stock Exchange on the applicable Investment Date.
Each Employer will pay its respective costs of administering the Plan,
including payment to PSEG or to the Independent Agent, as the case may be, on
behalf of Participants of an amount equal to the 5% discount, but not including
any expenses of sale incurred in making cash distributions to Participants
representing fractional shares held for their account upon withdrawal or
termination of Participants from the Plan under Section 10, or termination of
the Plan under Section 15. Brokerage commissions associated with the purchase of
shares of Common Stock on the open market under the Plan will be paid by each
respective Employer. All payments made on behalf of Participants by Employers
will be reported to the Internal Revenue Service as taxable income to such
Participants. No interest will be paid on payroll deductions or dividends being
held for the purchase of shares of Common Stock under the Plan.
Section 8. Issuance of Certificates
Shares of Common Stock purchased under the Plan for the account of
Participants, either by payroll deductions or by the reinvestment of dividends,
shall be held by the Recordkeeper in its name, or in the name of its nominee,
for the account of Participants, until transferred to individual Participants. A
Participant may at any time, by written notice to the Recordkeeper, request the
issuance of certificates in the name of the Participant for any number of full
shares of Common Stock held for the Participant's account under the Plan. Such
certificates shall be issued and delivered to the Participant as soon as
practicable.
Certificates evidencing shares purchased for a Participant under the Plan
will be issued only in the name of the Participant.
Any Participant desiring to transfer certificates issued through the Plan
from such Participant's individual name to another registration may do so by
bringing or sending the certificates to the Recordkeeper. Participants sending
certificates to the Recordkeeper for transfer should call 1-800-242-0813 for
instructions. Telephone hours are 10:00 A.M. to 3:30 P.M., Eastern Time, Monday
through Friday, except holidays.
Certificates for full shares shall be issued only upon written request by
the Participant to the Recordkeeper, or upon a Participant's withdrawal or
termination from the Plan, or upon termination of the Plan. Certificates for
fractional shares shall not be issued under any circumstances. For payments made
representing fractional shares held for the account of a Participant upon
withdrawal or termination from the Plan, or upon termination of the Plan, see
Sections 10 and 15.
A Participant's rights under the Plan may not be transferred, assigned or
pledged during the Participant's lifetime. Shares held for the account of a
Participant under the Plan may not be pledged as collateral.
Section 9. Dividends
Dividends on all shares of Common Stock held by the Recordkeeper under the
Plan shall be applied to the purchase of full and fractional shares of Common
Stock. Cash dividends will not be paid to Participants on shares of Common Stock
held for their account under the Plan. Cash payment of any uninvested dividends
and payroll
6
deductions will be made to Participants upon their withdrawal or termination
from the Plan or upon termination of the Plan.
Section 10. Withdrawal
A Participant may withdraw from the Plan at any time by notifying the
Manager Business Center-Employee and Payroll Services in writing that the
Participant wishes to withdraw or by reducing authorization for payroll
deductions below the required minimum contribution. Any such withdrawal shall be
effective as soon as practicable after receipt of the request to withdraw, as
determined by the Manager Business Center-Employee and Payroll Services. A
Participant's enrollment in the Plan shall terminate automatically upon death,
termination of employment or retirement or upon commencement of a leave of
absence of more than one month without pay (unless the Participant has made
arrangements with the Manager Business Center-Employee and Payroll Services to
continue monthly payments) and payroll deductions shall cease as soon as
practicable.
Upon such withdrawal or termination, a certificate for all full shares
held for the account of the Participant shall be issued to the Participant and a
cash payment representing proceeds of sale of any fractional shares held for the
account of the Participant based on the current market price at time of sale,
less any related brokerage commission and transfer tax, shall be made to the
Participant.
Section 11. Reports to Participants
As soon as practicable after the close of each calendar quarter, the
Recordkeeper shall provide each Participant with a statement of account showing
the share transactions in the Participant's account for that quarter, the cost
thereof and the balance of shares held for the Participant's account under the
Plan. Each Participant shall also receive income tax information annually
relating to the purchase of Common Stock under the Plan and the same information
that is distributed to other PSEG stockholders generally.
Section 12. Voting of Shares
A Participant shall receive a proxy and copies of all soliciting material
furnished by PSEG to its stockholders in connection with any meeting of
stockholders or consent sought in lieu of a meeting. If the proxy is returned
properly signed and marked for voting, all of the full and fractional shares of
Common Stock held for the Participant's account will be voted as marked.
Section 13. Subscription Rights, Stock Dividends and Stock Splits
If, during the course of the Plan, PSEG should grant to the holders of its
Common Stock rights to subscribe to an issue or issues of securities of PSEG,
any such rights attaching to the shares of Common Stock held by the Recordkeeper
under the Plan shall be distributed to Participants. However, rights shall be
issued for the number of full shares only and rights based on a fraction of a
share held in a Participant's account will be sold and the net proceeds will be
applied to the purchase of Common Stock for the account of the Participant on
the next Investment Date.
Stock dividends on shares held in a Participant's account under the Plan
and Common Stock issued upon any split of such shares, shall be credited to the
Participant's account.
Section 14. Administration
The Committee shall administer the Plan. The Recordkeeper shall keep a
continuing record of each Participant's account under the Plan, send quarterly
statements of account to Participants and perform other duties relating to the
Plan for Participants. Common Stock purchased under the Plan will be registered
in the name of PSEG, or its nominee, as administrator for Participants in the
Plan. PSEG's Board of Directors may change the administrator or the Recordkeeper
in its discretion.
Section 15. Termination and Amendment
The Plan may be terminated at any time by action of PSEG's Board of
Directors. Any such termination shall be effective on an Investment Date. Upon
termination, a certificate for all full shares held for the account of each
7
Participant shall be issued to the Participant and a cash payment representing
the weighted average market value of any fractional shares held for the account
of the Participant, determined as of the Investment Date of termination, less
the expenses of any sale necessary to make such cash payment, shall be made to
the Participant.
PSEG may also modify, suspend or amend the Plan at any time by action of
its Board of Directors. All Participants will receive notification of any such
modification, suspension or amendment.
No amendment or termination of the Plan shall impair any rights which
shall have accrued under the Plan or deprive any Participant of the equivalent
in cash or other benefits of the contributions of the Participant under the
Plan.
ADDITIONAL INFORMATION ABOUT THE ESPP
As of May 31, 2003, 2,120,485 shares of new issue Common Stock remained
reserved for sale directly to Participants pursuant to the ESPP. This numerical
limitation on shares does not apply to any shares purchased by an Independent
Agent on the open market.
No benefit or right under the ESPP may in any manner or to any extent be
assigned, alienated, or transferred by any Participant under the ESPP. In
addition, no benefit or right under the ESPP may be subjected to attachment,
garnishment or other legal process without an appropriate court order.
The ESPP is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended, ("ERISA") and benefits under the ESPP
are not guaranteed by the Pension Benefit Guaranty Corporation. Neither PSEG nor
any Employer provides any such protection to Participants and they do not insure
any gains nor protect against any loss from any investment in the ESPP.
Although the ESPP is of indefinite duration, PSEG reserves the right to
amend, modify or terminate the ESPP at any time, in its sole discretion. PSEG
also retains the right to change the Recordkeeper and/or the Independent Agent
at its sole discretion.
While the ESPP does not place restrictions on resales of Common Stock
acquired thereunder, shares of Common Stock acquired under the ESPP by an
"affiliate," as that term is defined in Rule 405 under the Securities Act of
1933 (the "1933 Act"), may only be resold pursuant to the registration
requirements of the 1933 Act or an appropriate exemption therefrom. Acquisitions
of shares of Common Stock and dispositions of shares of Common Stock by an
officer or director, as defined under the rules promulgated under Section 16 of
the Securities Exchange Act of 1934 (the "1934 Act"), of PSEG within any
six-month period may give rise to the right of PSEG to recapture any profit from
such transactions pursuant to Section 16(b) of the 1934 Act.
A copy of PSEG's 2002 Annual Report to Stockholders has been furnished to
each Participant in the ESPP. PSEG will promptly furnish, without charge, an
additional copy of such Annual Report to any Eligible Employee who so requests
by writing to the Director, Investor Relations, 80 Park Plaza, T6B, P.O. Box
1171, Newark, New Jersey 07101-1171. Each Participant will be furnished copies
of all future reports, proxy statements and other communications furnished to
PSEG stockholders generally.
For further information about the ESPP, Participants and Eligible
Employees may contact the Recordkeeper in writing at 80 Park Plaza, P.O. Box
1171, T6B, Newark, NJ 07101-1171 or by telephone at 1-800-242-0813. Telephone
hours are 10:00 A.M. to 3:30 P.M., Eastern Time, Monday through Friday, except
holidays.
TAX CONSEQUENCES OF THE ESPP
Outlined below is a summary of certain tax consequences that may result to
Participants in the ESPP. THE LAW ON WHICH THIS OUTLINE IS BASED IS SUBJECT TO
CHANGE AT ANY TIME. EACH PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR
CONCERNING THE APPLICATION OF FEDERAL TAXES, AS WELL AS ANY STATE, LOCAL OR
FOREIGN TAXES, PARTICULAR TO THE PARTICIPANT'S OWN SITUATION.
8
For purposes of Federal income and social security taxes and state income
taxes, each Participant in the ESPP will be treated as receiving compensation on
each Investment Date in an amount equal to the sum of (a) 5% discount from the
weighted average price on the shares purchased for the Participant's account
during such period, including both the shares purchased through payroll
deductions and those purchased through the reinvestment of dividends, and (b)
any brokerage commissions on the purchase of such shares. As required by
applicable law, each Participant's respective Employer will withhold from each
Participant's pay the appropriate amount of withholding taxes attributable to
such compensation and will include such compensation on the Participant's Form
W-2 for the year.
For purposes of Federal and state income taxes, each Participant will also
be treated as receiving income on each dividend payment date (ordinarily, the
last business day of March, June, September and December) equal to the dividends
on the shares held for the Participant's account under the ESPP that are
reinvested in additional shares. This income will be reflected on the Internal
Revenue Service Form 1099-DIV sent to the Participant after year-end.
The Participant's tax basis in shares purchased under the ESPP will equal
100% of the weighted average price of the stock acquired in the Investment
Period plus any applicable brokerage commissions.
A Participant's holding period for shares acquired through the ESPP will
begin on the day following the Investment Date for such shares.
A Participant who, upon withdrawal or termination from the ESPP or upon
termination of the ESPP, receives a cash adjustment for a fraction of a share
credited to his or her account, will realize a gain or loss with respect to such
fraction. Gain or loss will also be realized by a Participant who sells shares
that have been withdrawn from the ESPP. The amount of such gain or loss will be
the difference between the amount which the Participant receives for his or her
shares or fraction of a share and his or her tax basis therefor.
For further tax information relating to participation in the ESPP,
Participants should consult with their own tax advisors.
The amount of the 5% discount and of the brokerage commissions on all
purchases of shares purchased under the ESPP will constitute an allowable
Federal income tax expense to each Participant's respective Employer.
The ESPP is not qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended.
WHERE YOU CAN FIND MORE INFORMATION
PSEG files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document that PSEG
files at the Public Reference Room of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Information on the operation of the Public Reference
Room may be obtained by calling the SEC at 1-800-SEC-0330. You may also obtain
our filings on the Internet at the SEC's home page at http://www.sec.gov. PSEG's
common stock is listed on the New York Stock Exchange under the ticker symbol
"PEG." You can obtain information about PSEG at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
This prospectus is part of a registration statement on Form S-8 filed with
the SEC under the 1933 Act. It does not contain all of the information that is
important to you. You should read the registration statement for further
information with respect to the securities, the Trust and us. Statements
contained in this prospectus concerning the provisions of any document filed as
an exhibit to the registration statement or otherwise filed with the SEC
highlight selected information, and in each instance reference is made to the
copy of the full document as filed with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows PSEG to "incorporate by reference" information that PSEG
files with it, which means that PSEG 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
9
information that PSEG files later with the SEC will be deemed to automatically
update and supersede this incorporated information. PSEG incorporates by
reference the documents in File No. 9120 listed below and any future filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act, as
amended, prior to the termination of any particular offering of securities
hereunder.
o PSEG's Annual Report on Form 10-K for the year ended December 31,
2002;
o PSEG's Quarterly Report on Form 10-Q for the quarter ended March 31,
2003; and
o PSEG's Current Reports on Form 8-K filed with the SEC on January 28,
2003, April 15, 2003, June 6, 2003 and June 17, 2003.
You can get a free copy of any of the documents incorporated by reference
by making an oral or written request directed to:
J. Brian Smith
Director, Investor Relations
PSEG Services Corporation
80 Park Plaza, 6th Floor
Newark, NJ 07101
Telephone (973) 430-6564
You should rely only on the information contained or incorporated by
reference or deemed to be incorporated by reference in this prospectus. PSEG has
not authorized anyone else to provide you with different or additional
information. You should not rely on any other information or representations.
PSEG's affairs may change after this prospectus is distributed. You should not
assume that the information in this prospectus is accurate as of any date other
than the dates on the front of those documents. You should read all information
supplementing this prospectus.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by us with the Securities and
Exchange Commission and are already incorporated by reference in this
registration statement:
o Our Annual Report on Form 10-K for the year ended December 31, 2002;
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2003;
o Our Current Reports on Form 8-K filed with the SEC on January 28,
2003, April 15, 2003, June 6, 2003 and June 17, 2003; and
o Our Amended Current Report on Form 8-K dated January 17, 1990
containing a description of our common stock, without par value.
All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act on or after the date of this registration statement and prior to the
filing of a post-effective amendment to this registration statement which
indicates that all securities offered pursuant to this registration statement
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superceded for purposes of this
registration statement to the extent that a statement herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supercedes such statement. Any such statement so
modified or superceded shall not be deemed, except as so modified or superceded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
James T. Foran, Esq., our Associate General Counsel, has given his
opinion, which is included as Exhibit 5 to this registration statement, as to
whether the original issuance securities (i.e., shares of our Common Stock
covered by this registration statement that were previously unissued) will be
legally issued, fully paid and non-assessable. Mr. Foran is one of our officers
and is eligible to participate in the ESPP.
Item 6. Indemnification of Directors and Officers.
Under Section 14A:3-5 of the New Jersey Business Corporation Act, we:
(1) have the power to indemnify each of our directors and officers (as
well as our employees and agents) against expenses and liabilities
in connection with any proceeding involving such person by reason of
his/her 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/she 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/her conduct was unlawful;
(2) have power to indemnify each of our directors and officers 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/her being or having been such director or
officer, if he/she acted in good faith and in a manner he/she
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 and reasonably entitled to indemnity for such
expenses as the court shall deem proper;
(3) must indemnify each of our directors and officers against expenses
to the extent that he/she 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/her by reason of his/her
being or having been a director or officer, whether or not we would
have the power to indemnify him/her against such expenses and
liabilities under the statute.
As used in the statute, "expenses" mean 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.
Article 8, Section 1 of our Certificate of Amendment of Certificate of
Incorporation provides as follows:
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 or
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:
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.
Our directors and officers are insured under the 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 the premiums
for such insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) We hereby undertake:
(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
1933 Act;
(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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that offered (if the total
dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(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 (1) (i) and (1) (ii) to not apply if
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 Commission by us pursuant to Section 13 or Section 15(d) of the
1934 Act that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the 1933
Act, 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; and
(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) We hereby undertake that, for purposes of determining any liability
under the 1933 Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or
otherwise, we 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 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than our payment of expenses incurred or
paid by one of our directors, officers, or controlling persons 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, we will, unless in
the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by us is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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-8 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 20th day of June, 2003.
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 June 20, 2003
---------------------
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 June 20, 2003.
Name Capacity
---- --------
E. James Ferland Principal Executive Officer and Director
Patricia A. Rado Principal Accounting Officer
Caroline Dorsa Director
Albert R. Gamper, Jr. 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
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
4a PSEG's Certificate of Incorporation(1)
4b PSEG's Certificate of Amendment of Certificate of
Incorporation(2)
4c PSEG's By-Laws(3)
5 Opinion and Consent of James T. Foran, Esq.
15 Not Applicable
23.1 Independent Auditors' Consent
23.2 Consent of James T. Foran, Esq.
(included as part of Exhibit 5)
24 Power of Attorney
----------
(1) Previously filed as Exhibit 3(a) to Registration Statement on Form S-4,
No.33-2935, and incorporated herein by reference.
(2) Previously filed as Exhibit 3(c) to Annual Report on Form 10-K for the
year ended December 31, 1987, File No. 001-09120, and incorporated herein
by reference.
(3) Previously filed as Exhibit 3-6 to Registration Statement on Form S-3,
No.333-86372, and incorporated herein by reference.