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)
Exelon's earnings announcement.
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OUTLOOK ONLINE - JANUARY 26, 2005
[OUTLOOK ONLINE LOGO]
Merger News
Exelon announces fourth-quarter and full-year 2004 earnings
Exelon announces fourth-quarter and full-year 2004 earnings. In a release issued
last night, Exelon announced fourth-quarter 2004 consolidated earnings of 54
cents per diluted share of common stock and full-year 2004 consolidated earnings
of $2.78 per share. Exelon also provided 2005 GAAP guidance in the range of
$2.95 to $3.15 per share.
In a webcast and conference call today with investors. Exelon CEO John Rowe, and
CFO Bob Shapard discussed 2004 results and the outlook for 2005.
In his prepared webcast/conference call remarks, Rowe described the December 20
announcement of the PSEG/Exelon merger agreement as the "most exciting and
strategic move of 2004." He reiterated the following key points:
"In creating Exelon Electric and Gas, we will combine Exelon's proven nuclear
expertise and already broad growth platform with PSEG's T&D expertise and BGS
auction experience. We will increase value for our shareholders, continue to
improve service to our customers, maintain our substantial presence in the
cities and communities we serve, and create opportunities for our employees.
"For our shareholders, the merger will result in enhanced earnings with greater
predictability.
"For our customers, it will create an extraordinary utility system, serving 7
million electric and 2 million natural gas customers, with a commitment to
continuous improvement in safety, reliability and efficiency.
"For the communities we serve, we will sustain our record of charitable and
civic contributions, economic development and environmental stewardship.
"And for our employees, a larger, stronger organization will offer a more secure
employer and better opportunities for career development.
"We also expect near term benefits from the Jan. 17th 2005 commencement of a
Nuclear Operating Services Contract. Under the agreement, Exelon will supply
senior personnel to oversee daily plant operations and to implement the Nuclear
Management Model with proven practices and programs Exelon used in it's
successful nuclear performance improvement program. This will assist PSEG in
improving the operations of the Salem nuclear facility, which is jointly owned
with Exelon, and the adjacent Hope Creek nuclear facility. We were pleased with
the NRC's recent action allowing Hope Creek to restart."
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
company's 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
Incorporated's and Exelon Corporation's 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 Incorporated's and Exelon Corporation's
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 Commission's 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
Commission's 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
Incorporated's 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 Corporation's 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.