01—Abstract
Summary
Summary of the 10-K/A filed April 28, 2005. Cited figures are marked; the original filing is the authoritative source.
Public Service Enterprise Group Incorporated (PSEG) filed this Form 10-K/A, Amendment No. 1, to its annual report for the fiscal year ended December 31, 2004.
The amendment supplies Part III items 10 through 14 and Exhibits 31i, 31j, 32i and 32j, which the original February 28, 2005 Form 10-K had incorporated by reference from a proxy statement. The filing says the proxy statement was not finalized because of the proposed merger between PSEG and Exelon Corporation. It reports 238,350,363 common shares outstanding at January 31, 2005, and non-affiliate market value of $9,313,972,867a as of June 30, 2004.
The governance and compensation disclosures show that 2004 annual incentive awards were reduced below the maximum allowed, because year-end earnings were below business targets. The Chief Executive Officer's employment agreement was amended effective only upon completion of the merger. Under that amendment, E.
James Ferland will become Chairman of the Exelon board, will have no executive duties after the merger, and will receive no severance from the merger. Deloitte & Touche LLP was the independent auditor, with 2004 audit fees of $7,686,120,b up from $4,803,285 in 2003, largely due to the first Section 404 internal control review. The filing also reports ownership data as of April 15, 2005.
Capital Research and Management Company held 21,196,300 shares, or 8.9%c. All directors and executive officers as a group held 4,216,681 shares, which the filing says is approximately 1.8% of common stock outstanding.
02—Key points
Key Highlights
- Filed as Form 10-K/A to add Part III items 10 through 14 and certifications 31i, 31j, 32i and 32j, because the proxy statement was delayed by the proposed merger with Exelon Corporation.
- 238,350,363 common shares outstanding at January 31, 2005; non-affiliate market value of $9,313,972,867 as of June 30, 2004.
- 2004 annual incentive awards were reduced below the plan maximum because year-end earnings were below business targets.
- Under the amended Ferland employment agreement, he becomes Chairman of the Exelon board after the merger, receives no merger-related severance, and retires March 31, 2007.
- Deloitte & Touche audit fees were $7,686,120 for 2004 versus $4,803,285 for 2003, with the increase largely tied to the first Section 404 internal control review.
- Capital Research and Management Company reported beneficial ownership of 21,196,300 shares, or 8.9% of common stock.
- A $100 investment in PSEG stock on December 31, 1999 was worth $193.78 at December 31, 2004, compared with $89.07 for the S&P 500.
03—Questions
Frequently Asked Questions
Why was this 10-K/A filed?
The original Form 10-K filed February 28, 2005 incorporated Part III information by reference from a proxy statement. PSEG said that proxy statement had not been finalized because of the proposed merger with Exelon Corporation, so Items 10 through 14 are being filed through this amendment.
What happens to CEO E. James Ferland if the Exelon merger is completed?
Under the Second Amendment to his employment agreement, Ferland will serve as Chairman of the Exelon board, will have no executive duties, and will not receive severance from the merger. He will continue to be employed through March 31, 2007, when he has agreed to retire. The amendment takes effect only if the merger is completed.
Were executive bonuses paid for 2004 performance?
Yes, but reduced. The committee set awards below the maximum allowed under the Restated and Amended Management Incentive Compensation Plan because its evaluation of the enumerated factors led to that decision and because year-end earnings were below business targets. Awards for 2004 were determined in January 2005.
Who are the largest shareholders and how much do insiders own?
Capital Research and Management Company reported 21,196,300 shares, or 8.9%, as of its Schedule 13G filed February 14, 2005. All directors and executive officers as a group beneficially owned 4,216,681 shares, which the filing says is approximately 1.8% of common stock outstanding as of April 15, 2005.
How much did PSEG pay its auditor in 2004?
Deloitte & Touche billed $7,686,120 for audit services and $1,083,200 for audit-related services in 2004. Tax fees were $888,178 and other fees were $23,500. The audit fee increase was largely due to the first internal control review under Section 404 of the Sarbanes-Oxley Act.
04—Continue