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)
[PSEG POWER LLC LOGO]
STRAIGHT TALK WITH FRANK CASSIDY
President and Chief Operating Officer
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Q. What more can you tell us about the Nuclear Operating Services Contract?
This contract with Exelon will take effect January 17, 2005. PSEG selected
Exelon to assist in the operation of its nuclear facilities, because Exelon is
widely recognized as one of the premier nuclear operators in the world.
Q. Will we see new management and when?
Yes, beginning in mid-January, Exelon will bring a number of its management
people into our organization as part of an overall effort to introduce their
nuclear management model. That model has been implemented successfully across
their nuclear fleet and has resulted in an enviable track record for safe,
reliable and efficient operations.
Q. Is there going to be a transfer of assets?
No. As the holder of NRC licensee to operate Salem/Hope Creek, PSEG will
continue to have exclusive authority to operate and maintain the Station and
have ultimate responsibility for all regulatory requirements. PSEG will be
responsible at all times for providing general management oversight.
Q. What will the reporting relationships be during the time before the deal
closes?
PSEG Nuclear along with all of its management, including those from Exelon, will
continue to report to the President of PSEG Power. Under the contract, however,
PSEG will have complete access to the operating expertise of the Exelon nuclear
organization.
Q. What happens to this contract if the deal does not close?
We fully expect that the merger will receive all required shareholder and
regulatory approvals. Exelon will have a two-year contract from the date the
contract takes effect in January 2005, which will provide more than sufficient
time for the merger to close.
Q. Why did you feel it was necessary to make this Services Agreement? Don't you
think we are making progress?
We believe we are making very important and successful progress. And the plans
you have put in place will get us to excellence. However, on our own, we would
never be able to reproduce some of the benefits of this combined nuclear fleet
or make improvements as quickly as we can under the services contract. The
performance history of their large nuclear fleet demonstrates these results.
Q. Have you spoken with the NRC? What was their reaction in light of your
current issues?
We have spoken to the NRC. They recognize the strong, successful performance
record that Exelon brings to the table. They also recognize Exelon's interest as
a co-owner of the Salem Station in wanting to see improved overall performance
that matches the first quartile performance of many of its other facilities.
Q. How do you feel this will impact our SCWE efforts?
We assured the NRC that our focus on improving our safety conscious work
environment remains strong and will not change with this Services Agreement.
[PSEG POWER LLC LOGO]
Q. Will this contract mean we will be getting yet another CNO? You've
acknowledged the repeated change of leadership has been one of the reasons for
the SCWE issues we face and the resultant lack of trust on the part of
employees. You promised real leadership stability when this current CNO was
appointed. How can we believe you now with another possible management change?
Decisions about leadership here at the Station will be made over the next few
weeks and months. Those decisions will be made jointly by PSEG and Exelon. It is
understandable that Exelon will want to have a number of their people who are
trained in the Exelon Management Model as part of their operating team. They
have crafted a recipe for success that is enviable in our industry. With respect
to leadership stability, as a co-owner, they have consistently had their
management on site for years. Exelon is very familiar with our operation, our
staff, our SCWE issues, and our decision-making. This transition should be as
seamless as is possible in these circumstances. It is an agreement based on an
existing, long-standing partnership.
Q. What will the employee impact be? How will staffing levels be determined?
Over time, it is believed the benefits of a larger fleet operation will
naturally result in efficiency savings. Initially, it is anticipated that a
number of positions in the new organization will be staffed by Exelon employees.
Numbers of displaced PSEG employees will be offered positions at other Exelon
facilities for training in the Exelon Nuclear Management Model. Other displaced
PSEG employees will be eligible for severance. A standard process will be used
to re-select and staff a new organization that uses Exelon's standard structure.
We expect that process to begin toward the end of the first quarter 2005. That
step will only occur after a reasonable and orderly transition period. You will
be hearing more about the plans and activity of a transition effort in the days
and weeks following the effective date of the Services Agreement.
Q. What is the impact on all other nuclear officers and senior management?
The answer to that and other similar specific staffing questions will be
determined after the Services Agreement takes effect.
Cautionary Statement: Statements in this document represent the intentions,
plans, expectations and beliefs of Exelon and PSEG and involve risks and
uncertainties that could cause actual events to differ materially from the
events described in this document, including risks or uncertainties related to
the success of whether the conditions to the merger will be satisfied, and if
not, whether the merger will be completed, as well as changes in general
economic conditions, stock market trading conditions, tax law requirements or
government regulation, and changes in the utility or power generation industry
or the business or prospects of Exelon or PSEG. Exelon and PSEG wish to caution
the reader that these factors, as well as other factors described or to be
described in Exelon's and PSEG's SEC filings with respect to the transaction,
are among the factors that could cause actual events or results to differ
materially from Exelon's and PSEG's current expectations described herein.
This communication is not a solicitation of a proxy from any security holder of
Exelon or PSEG. Exelon 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 to security
holders in connection with the proposed merger of Exelon and PSEG. WE URGE
INVESTORS AND SECURITY HOLDERS TO READ THE 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 joint proxy
statement/prospectus (when it becomes available) may be obtained free of charge
from Exelon Corporation, Investor Relations, 10 South Dearborn Street, P.O. Box
805398, Chicago, Illinois 60680-5398, or from PSEG, Investor Relations, 80 Park
Plaza,. P.O. Box 1171, Newark, New Jersey 07101-1171.
The respective directors and executive officers of Exelon and PSEG 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 its proxy statement filed with the SEC by
Exelon on March 12, 2004, and information regarding PSEG's directors and
executive officers is available in its proxy statement filed with the SEC by
PSEG on March 10, 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 the joint proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.