UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) June 22, 2006
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
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| New Jersey
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001-09120
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22-2625848 |
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| (State or other
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(Commission File Number)
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(I.R.S. Employer |
| jurisdiction of incorporation)
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Identification No.) |
80 Park Plaza, P.O. Box 1171
Newark, New Jersey 07101-1171
(Address of principal executive offices) (Zip Code)
973-430-7000
(Registrant’s telephone number, including area code)
http://www.pseg.com
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(Exact name of registrant as specified in its charter)
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| New Jersey
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001-00973
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22-1212800 |
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| (State or other
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(Commission File Number)
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(I.R.S. Employer |
| jurisdiction of incorporation)
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Identification No.) |
80 Park Plaza, P.O. Box 570
Newark, New Jersey 07101-0570
(Address of principal executive offices) (Zip Code)
973-430-7000
(Registrant’s telephone number, including area code)
http://www.pseg.com
PSEG POWER LLC
(Exact name of registrant as specified in its charter)
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| Delaware
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000-49614
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22-3663480 |
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(Commission File Number)
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Identification No.) |
80 Park Plaza, T-25
Newark, New Jersey 07102-4194
(Address of principal executive offices) (Zip Code)
973-430-7000
(Registrant’s telephone number, including area code)
http://www.pseg.com
PSEG ENERGY HOLDINGS L.L.C.
(Exact name of registrant as specified in its charter)
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| New Jersey
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000-32503
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42-1544079 |
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(Commission File Number)
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| jurisdiction of incorporation)
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Identification No.) |
80 Park Plaza, T-20
Newark, New Jersey 07102-4194
(Address of principal executive offices) (Zip Code)
973-430-7000
(Registrant’s telephone number, including area code)
http://www.pseg.com
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
The information contained in Item 8.01 Other Information in this combined Form 8-K is
separately furnished, as noted, by Public Service Enterprise Group Incorporated (PSEG), Public
Service Electric and Gas Company (PSE&G), PSEG Power LLC (Power) and PSEG Energy Holdings L.L.C.
(Energy Holdings). Information contained herein relating to any individual company is provided by
such company on its own behalf and in connection with its respective Form 8-K. PSE&G, Power and
Energy Holdings each makes representations only as to itself and makes no other representations
whatsoever as to any other company.
Item 8.01 Other Information
As previously disclosed, on June 22, 2006, PSEG and Exelon Corporation (Exelon) issued a joint
press release concerning a settlement with the Antitrust Division of the U.S. Department of Justice
with respect to the proposed merger of Exelon and PSEG. Attached as Exhibits to this Current Report
on Form 8-K are the settlement documents, including the Hold Separate Stipulation and Order
(Exhibit 99.1), the Proposed Final Judgment (Exhibit 99.2), and the related Complaint (Exhibit
99.3).
The
statements contained in this communication about PSEG and its subsidiaries’ future
performance, including future revenues, earnings, strategies, prospects and all other statements
that are not purely historical, are forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Although PSEG believes that its
expectations are based on reasonable assumptions, it gives no assurance they will be achieved.
There are a number of risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements made herein. A discussion of some of these risks and
uncertainties is contained in PSEG’s, PSE&G’s,
Power’s and Energy Holdings’ Annual Reports on Form 10-K and subsequent reports on Form 10-Q
and Form 8-K filed with the Securities and Exchange Commission (SEC). A discussion of other risks
associated with the proposed merger with Exelon Corporation is included in the definitive joint
proxy statement/prospectus that Exelon filed with the SEC. These documents address in further
detail PSEG's business, industry issues and other factors that could cause actual results to differ
materially from those indicated in this communication. In addition, any forward-looking statements
included herein represent estimates only as of today and should not be relied upon as
representing estimates as of any subsequent date. While PSEG may elect to update forward-looking
statements from time to time, it specifically disclaims any obligation to do so, even if estimates change, unless otherwise required by applicable securities laws.
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 Hold Separate Stipulation and Order
Exhibit 99.2 Proposed Final Judgment
Exhibit 99.3 Complaint
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