================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO.1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
(Exact name of registrant as specified in its charter)
New Jersey 22-2625848
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
80 Park Plaza, T-4
Newark, New Jersey 07102
http://www.pseg.com
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box [ ]
Securities Act registration statement file number which this
form relates: 333-86372
(if applicable) 333-86372-01
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Corporate Units The New York Stock Exchange
(consisting of a Purchase Contract
and a Preferred Trust Security of
PSEG Funding Trust I)*
Securities to be registered pursuant to Section 12(g) of the Act: None
================================================================================
* The Corporate Units have been approved for listing on the New York Stock
Exchange subject to official notice of issuance.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
1. Description of Registrant's Securities to be Registered
The description of the Registrant's Corporate Units (consisting of a
Purchase Contract and a Preferred Trust Security of PSEG Funding Trust I) to be
registered hereunder is incorporated herein by reference to the descriptions
included under the captions "Description of the Participating Units,"
"Description of the Purchase Contracts," "Description of the Purchase Contract
Agreement and the Pledge Agreement" and "Description of the Preferred Trust
Securities" in the Prospectus Supplement dated September 5, 2002 to the
Prospectus dated July 3, 2002 included as part of the Registration Statement on
Form S-3 of Public Service Enterprise Group Incorporated ("PSEG") and PSEG
Funding Trust I (Registration Nos. 333-86372 and 333-86372-01). For purposes of
such description, any prospectus supplement relating to the Registration
Statement filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, which purports to describe the Corporate Units shall be deemed to be
incorporated herein by reference.
2. Exhibits
Exhibit Number Description
-------------- -----------
1. Registration Statement on Form S-3 (Registration Nos. 333-86372 and
333-86372-01) filed with the Securities and Exchange Commission on
April 17, 2002 by PSEG is incorporated herein by reference.
2. Amendment No. 1 to Registration Statement (Registration Nos.
333-86372 and 333-86372-01) filed with the Securities and Exchange
Commission on June 10, 2002 by PSEG is incorporated herein by
reference.
3. Amendment No. 2 to Registration Statement (Registration Nos.
333-86372 and 333-86372-01) filed with the Securities and Exchange
Commission on June 25, 2002 by PSEG is incorporated herein by
reference.
4. Indenture of PSEG to be used in connection with the issuance of the
Senior Deferrable Notes of PSEG (incorporated by reference to
Exhibit 4f to PSEG's Annual Report on Form 10-K for the year ended
December 31, 1998).
5. First Supplemental Indenture, dated as of September 10, 2002,
between PSEG and Wachovia Bank, National Association, as Trustee
(incorporated by reference to Exhibit 4.1 to PSEG's Current Report
on Form 8-K dated as of September 10, 2002).
6. Form of Senior Deferrable Note (included in Exhibit 5).
7. Trust Agreement of PSEG Funding Trust I, dated as of March 18, 2002
(incorporated by reference to Exhibit 3.2 to Registration Statement
on Form S-3 (Registration Nos. 333-86372 and 333-86372-01) filed
with the Securities and Exchange Commission on April 17, 2002).
8. Amended and Restated Trust Agreement of PSEG Funding Trust I, dated
as of September 10, 2002 (incorporated by reference to Exhibit 4.3
to PSEG's Current Report on Form 8-K dated as of September 10,
2002).
9. Form of Preferred Trust Security, which is a component of the
Corporate Units of PSEG (included in Exhibit 8).
10. Preferred Trust Securities Guarantee Agreement, dated as of
September 10, 2002, between PSEG, as Guarantor and Wachovia Bank,
National Association, as
1
Guarantee Trustee (incorporated by reference to Exhibit 4.5 to
PSEG's Current Report on Form 8-K dated as of September 10, 2002).
11. Purchase Contract Agreement, dated as of September 10, 2002, between
PSEG and Wachovia Bank, National Association, as Purchase Contract
Agent (incorporated by reference to Exhibit 4.6 to PSEG's Current
Report on Form 8-K dated as of September 10, 2002).
12. Form of Corporate Units Certificate (included in Exhibit 11).
13. Pledge Agreement, dated as of September 10, 2002, among PSEG, The
Bank of the New York, as Collateral Agent, and Wachovia Bank,
National Association, as Purchase Contract Agent (incorporated by
reference to Exhibit 4.8 to PSEG's Current Report on Form 8-K dated
as of September 10, 2002).
14. Remarketing Agreement, dated as of September 10, 2002, among PSEG,
PSEG Funding Trust I, Wachovia Bank, National Association, as
Purchase Contract Agent, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Remarketing Agent (incorporated by reference to
Exhibit 4.9 to PSEG's Current Report on Form 8-K dated as of
September 10, 2002).
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
By: /s/ Morton A. Plawner
-----------------------------------------
Morton A. Plawner
Treasurer
Date: September 10, 2002