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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ------ to ------
Commission Registrant, State of Incorporation, I.R.S. Employer
File Number Address, and Telephone Number Identification No.
- ----------- ---------------------------------------- ----------------------
333-83635 PSE&G Transition Funding LLC 22-3672053
(A Delaware limited liability company)
80 Park Plaza - T4D
P.O. Box 1171
Newark, New Jersey 07102-1171
973 297-2227
Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: NONE
Documents incorporated by reference: Not Applicable
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [ ] No [X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Registrant is a wholly owned subsidiary of Public Service Electric and Gas
Company. Registrant meets the conditions set forth in General Instruction I (1)
(a) and (b) of Form 10-K and is filing this Annual Report on Form 10-K with the
reduced disclosure format authorized by General Instruction I.
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TABLE OF CONTENTS
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Page
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PART I
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Item 1. Business.......................................................... 1
Item 2. Properties........................................................ 2
Item 3. Legal Proceedings................................................. 2
Item 4. Submission of Matters to a Vote of Security Holders............... 2
PART II
- -------
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters......................................................... 3
Item 6. Selected Financial Data........................................... 3
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 3
Forward Looking Statements........................................ 3
Item 7A. Qualitative and Quantitative Disclosures About Market Risk........ 4
Item 8. Financial Statements and Supplementary Data....................... 4
Balance Sheets.................................................... 5
Notes to Financial Statements..................................... 6
Independent Auditors' Reports..................................... 9
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure............................................ 10
PART III
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Item 10. Directors and Executive Officers of the Registrants............... 10
Item 11. Executive Compensation............................................ 10
Item 12. Security Ownership of Certain Beneficial Owners and Management.... 10
Item 13. Certain Relationships and Related Transactions.................... 10
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K... 10
Signatures........................................................ 11
Exhibit Index..................................................... 12
PART I
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ITEM 1. BUSINESS
PSE&G Transition Funding LLC (Transition Funding) is a Delaware limited
liability company located at 80 Park Plaza, Newark, New Jersey 07102 and was
formed solely to purchase PSE&G's bondable transition property (BTP) as provided
for in the bondable stranded cost rate order (Finance Order), discussed below.
Transition Funding is a bankruptcy-remote financing entity and is a direct
wholly-owned special purpose subsidiary of Public Service Electric and Gas
Company (PSE&G), an operating public utility company engaged principally in the
transmission, distribution and sale of electric energy and gas service in New
Jersey. PSE&G is a direct wholly-owned subsidiary of Public Service Enterprise
Group Incorporated (PSEG).
Following the enactment of the New Jersey Electric Discount and Energy
Competition Act (Energy Competition Act), the New Jersey Board of Public
Utilities (BPU) rendered a Final Order (Final Order) in August 1999 relating to
PSE&G's rate unbundling, stranded costs and restructuring proceedings providing,
among other things, for PSE&G to recover up to $2.94 billion (net of tax) of its
generation-related stranded costs through securitization of $2.4 billion (plus
an estimated $125 million of associated transaction costs) and an opportunity to
recover up to $540 million (net of tax) of its unsecuritized generation-related
stranded costs on a net present value basis. The stranded costs represent
various generation-related investments and other obligations that were
anticipated to be unrecoverable through market-based rates in a competitive
electricity generation retail market.
Following the issuance of the Final Order, the BPU issued the Finance Order
approving PSE&G's petition relating to the securitization transaction which
authorized, among other things, the imposition of a non-bypassable transition
bond charge (TBC) on PSE&G's customers; the sale of PSE&G's property right in
such charge to a bankruptcy-remote financing entity; the issuance and sale of
$2.525 billion of transition bonds by such entity as consideration for such
property right, including an estimated $125 million of transaction costs; and
the application by PSE&G of the transition bond proceeds to retire outstanding
debt and/or equity.
In October and November 1999, appeals were filed challenging the validity
of the Finance Order, as well as the Final Order. On April 13, 2000, the
Appellate Division of the New Jersey Superior Court unanimously rejected the
arguments made by appellants and affirmed the Final Order and Finance Order. In
May 2000, the appellants requested the New Jersey Supreme Court to review
certain aspects of the Appellate Division decision. In July 2000, the New Jersey
Supreme Court granted the requests of the New Jersey Business User's Coalition,
the New Jersey Ratepayer Advocate (RPA) and Co-Steel Raritan (Co-Steel), an
individual PSE&G customer. On December 6, 2000, by a vote of 4 to 1, the New
Jersey Supreme Court issued its order affirming the judgment of the Appellate
Division. The 10-day period during which a party may request reconsideration of
this order has expired and thus the New Jersey Supreme Court decision is final.
As with any New Jersey Supreme Court decision, a party may request the court to
enlarge this 10-day period under its rules. However, Transition Funding believes
that, in light of the language of the court's order determining that it is in
the public interest to expedite the disposition of the appeals, this relief
would be extraordinary and that reconsideration would not be granted in any
event. Although the opinions of the New Jersey Supreme Court justices relating
to the order have not been issued, that does not affect the finality of the
order.
On March 6, 2001, Co-Steel filed a Petition of Writ of Certiotari
(Petition) with the United States Supreme Court seeking limited review of the
New Jersey Supreme Court decision, the granting of which is entirely
discretionary with the Court. In order to be considered, the Petition must be
made within 90 days of the final state supreme court order and must demonstrate
an important federal question was decided by that court. The Clerk of the United
States Supreme Court has directed that briefs in opposition to the Petition will
be due 30 days after the New Jersey opinions are received. On March 19, 2001,
the RPA filed a letter with the Clerk asking the Court to confirm that the RPA
was not otherwise out of time to file a Petition. The Clerk indicated in
response that the time for requesting certiotari began to run on December 6,
2000.
On January 31, 2001, Transition Funding issued $2.525 billion of transition
bonds in eight classes with maturities ranging from 1 year to 15 years. The net
proceeds of the issuance were utilized to acquire PSE&G's property right in the
TBC. The transition bonds are collateralized by the BTP created under the Energy
Competition Act and the related Finance Order. The BTP represents the
irrevocable right to recover, through a TBC billed by PSE&G to its retail
electric customers within PSE&G's service territory, an amount sufficient to
pay:
o the interest, fees, expenses, costs, charges, credit enhancement and
premiums, if any, associated with the transition bonds, and
o the principal amount of the transition bonds.
As the TBC is a usage-based charge based on access to PSE&G's transmission
and distribution system, the TBC will be assessed to customers regardless of
whether the customers purchase electricity from PSE&G or a third party supplier.
Also, if on-site generation facilities that are connected to PSE&G's
transmission and distribution system produce power that is delivered to off-site
retail customers in New Jersey, the transition bond charge will apply to the
sale or delivery of that power.
On each payment date, principal and interest on the transition bonds will
be paid from the following sources:
o transition bond charge collections remitted by the servicer (PSE&G) to
the issuer (Transition Funding)
o amounts from any third party credit enhancement
o investment earnings on amounts held in accounts established under the
indenture agreement
o amounts payable to the issuer under any interest rate swap agreements
o other amounts available in the trust accounts held by the trustee.
Transition Funding has no employees. Under the servicing agreement entered
into by Transition Funding and PSE&G concurrently with the issuance of the first
Series of Bonds, PSE&G, as servicer, will be required to collect the TBC on
behalf of Transition Funding. Transition Funding will pay an annual servicing
fee to PSE&G equal to 0.05% of the initial balance of Bonds issued. The
servicing fee will also be recovered through the TBC.
ITEM 2. PROPERTIES
Transition Funding does not own any tangible property. The primary asset of
Transition Funding is the BTP described in Item 1. Business.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to conditions set forth in General Instruction I of Form
10-K.
PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
All outstanding equity interests in Transition Funding are owned by PSE&G.
ITEM 6. SELECTED FINANCIAL DATA
Omitted pursuant to conditions set forth in General Instruction I of Form
10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following analysis of Transition Funding's financial condition and
results of operations is in an abbreviated format pursuant to General
Instruction I of Form 10-K. Such analysis should be read in conjunction with the
financial statements attached hereto.
Transition Funding had no operations during 2000. On January 31, 2001,
Transition Funding issued $2.525 billion of transition bonds in eight classes
with maturities ranging from 1 year to 15 years. The net proceeds of the
issuance were utilized to acquire PSE&G's property right in the TBC (see Item 1.
Business). Transition Funding will use collections of the TBC to make scheduled
principal and interest payments on the transition bonds.
As of December 31, 2000, Deferred Issuance Costs were approximately $37
million. As of January 31, 2001, Deferred Issuance Costs increased as a result
of Transition Funding's significant costs relating to the issuance of the
transition bonds, including costs of a hedging arrangement as permitted by the
Finance Order. Costs in excess of the $125 million of estimated transaction
costs provided for in the Finance Order will be recovered on a subordinated
basis by Transition Funding through the TBC. The TBC rate was effective on
February 7, 2001, in accordance with the Final Order. For additional
information, see Note 6. Subsequent Events.
FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, certain of the
matters discussed in this report constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties which could
cause actual results to differ materially from those anticipated. Such
statements are based on management's beliefs as well as assumptions made by and
information currently available to management. When used herein, the words
"will", "anticipate", "intend", "estimate", "believe", "expect", "plan",
"potential", variations of such words and similar expressions are intended to
identify forward-looking statements. Transition Funding undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. The following review of factors
should not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by Transition Funding prior to the effective date of the
Private Securities Litigation Reform Act of 1995.
In addition to any assumptions and other factors referred to specifically
in connection with such forward-looking statements, factors that could cause
actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following: state and
federal legal or regulatory developments; national or regional economic
conditions; market demand and prices for energy; weather variations affecting
customer energy usage; the effect of continued electric industry restructuring;
operating performance of PSE&G's facilities and third party suppliers; and the
payment patterns of customers including the rate of delinquencies and the
accuracy of the collections curve.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The market risk inherent in Transition Funding's transition bonds is the
potential loss arising from adverse changes in interest rates. Transition
Funding has entered into an interest rate swap on its sole class of floating
rate transition bonds (see Note 6. Subsequent Events). The interest rate swap
effectively converts the existing floating rate debt into fixed rate borrowings.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PSE&G TRANSITION FUNDING LLC
BALANCE SHEETS
December 31, December 31,
2000 1999
-------------- -------------
Assets
Cash $ 1,000 $ 1,000
Deferred Issuance Costs 36,619,003 1,477,090
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Total Assets $36,620,003 $1,478,090
============== =============
Liabilities
Payable to Member $36,619,003 $1,477,090
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Total Liabilities 36,619,003 1,477,090
Member's Equity 1,000 1,000
-------------- -------------
Total Liabilities and Member's Equity $36,620,003 $1,478,090
============== =============
See Notes to Balance Sheets.
NOTES TO FINANCIAL STATEMENTS
Note 1. Nature of Operations
PSE&G Transition Funding LLC (Transition Funding), a limited liability
company, was formed under the laws of the State of Delaware on July 21, 1999,
pursuant to a limited liability company agreement with Public Service Electric
and Gas Company (PSE&G), as sole member of Transition Funding. PSE&G is an
operating electric and gas utility and is a wholly owned subsidiary of Public
Service Enterprise Group Incorporated (PSEG). Transition Funding was organized
for the sole purpose of purchasing and owning bondable transition property of
PSE&G (BTP), issuing transition bonds (Bonds), pledging its interest in BTP and
other collateral to a debt/security trustee to collateralize the Bonds, and
performing activities that are necessary, suitable or convenient to accomplish
these purposes.
BTP represents the irrevocable right of PSE&G, or its successor or
assignee, to collect a non-bypassable transition bond charge (TBC) from
customers pursuant to a bondable stranded cost rate order (BPU Financing Order),
which was issued on September 17, 1999 by the State of New Jersey Board of
Public Utilities (BPU) in accordance with the New Jersey Electric Discount and
Energy Competition Act enacted in February 1999. The BPU Financing Order
authorizes the TBC to be sufficient to recover $2.525 billion aggregate
principal amount of Bonds, plus an amount sufficient to provide for any credit
enhancement, to fund any reserves and to pay interest, redemption premiums, if
any, servicing fees and other expenses relating to the Bonds.
Transition Funding's organizational documents require it to operate in a
manner so that it should not be consolidated in the bankruptcy estate of PSE&G
in the event PSE&G becomes subject to a bankruptcy proceeding. Both PSE&G and
Transition Funding will treat the transfer of BTP to Transition Funding as a
sale under applicable law. The Bonds will be treated as debt obligations of
Transition Funding. For financial reporting and Federal income tax and State of
New Jersey income and franchise tax purposes, the transfer of BTP to Transition
Funding will be treated as a financing arrangement and not as a sale.
Furthermore, the results of operations of Transition Funding will be
consolidated with PSE&G for financial and income tax reporting purposes.
Note 2. Significant Accounting Policies
Regulation
The application of generally accepted accounting principles by Transition
Funding differs in certain respects from applications by non-regulated
businesses. Transition Funding prepares its financial statements in accordance
with the provisions of Statement of Financial Accounting Standards (SFAS) No. 71
"Accounting for the Effects of Certain Types of Regulation" (SFAS 71). In
general, SFAS 71 recognizes that accounting for rate-regulated enterprises
should reflect the economic effects of regulation. As a result, a regulated
utility is required to defer the recognition of costs (a regulatory asset) or
the recognition of obligations (a regulatory liability) if it is probable that,
through the rate-making process, there will be a corresponding increase or
decrease in future rates. Accordingly, Transition Funding has deferred certain
costs, which will be amortized over various future periods.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amount of
revenues, expenses, assets, and liabilities and disclosure of contingencies.
Actual results could differ from these estimates.
Deferred Issuance Costs
The costs associated with the anticipated issuance of the Bonds are
capitalized and upon issuance will be amortized over the life of the Bonds
utilizing the effective interest method.
Income Taxes
Transition Funding is a single-member limited liability company.
Accordingly, all federal income tax effects and all material State franchise tax
effects of Transition Funding's activities accrue to PSE&G.
Note 3. The Bonds
The purpose of Transition Funding is to issue Bonds pursuant to authority
granted by the BPU in the BPU Financing Order. Transition Funding intends to
issue Bonds in series (Series) from time to time, the maturities and interest
rates of which will depend upon market conditions at the time of issuance. The
proceeds will be used to fund the purchase of BTP from PSE&G. Under applicable
law, the Bonds will not be an obligation of PSE&G or secured by the assets of
PSE&G. Also under applicable law, the Bonds will be recourse to Transition
Funding and will be collateralized on a pro rata basis by the BTP and the equity
and assets of Transition Funding. The source of repayment will be the TBC
authorized pursuant to the BPU Financing Order, which will be collected from
PSE&G customers by PSE&G, as servicer. TBC collections will be deposited at
least monthly by PSE&G with Transition Funding and used to pay the expenses of
Transition Funding, to pay debt service on the Bonds and to fund any credit
enhancement for the Bonds. Transition Funding will also pledge the capital
contributed by PSE&G to secure the debt service requirements of the Bonds. The
debt service requirements will include an overcollateralization subaccount, a
capital subaccount and a reserve subaccount which will be available to bond
holders. Any amounts collateralizing the Bonds will be returned to PSE&G upon
payment of the Bonds.
Note 4. Significant Agreements and Related Party Transactions
Under the servicing agreement entered into by Transition Funding and PSE&G
concurrently with the issuance of the first Series of Bonds, PSE&G, as servicer,
will be required to manage and administer the BTP of Transition Funding and to
collect the TBC on behalf of Transition Funding. Transition Funding will pay an
annual servicing fee to PSE&G equal to 0.05% of the initial balance of Bonds
issued. The servicing fee will also be recovered through the TBC.
All debt issuance costs will be paid by PSE&G and reimbursed by Transition
Funding upon issuance of the Bonds.
Note 5. Accounting Matters
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133) is effective for all
fiscal years beginning after June 15, 2000. SFAS 133, as amended, establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
Under SFAS 133, certain contracts that were not formerly considered derivatives
may now meet the definition of a derivative. Transition Funding adopted SFAS 133
effective January 1, 2001. Transition Funding had no transition adjustment as a
result of adopting SFAS 133. Management does not expect the adoption of SFAS 133
to have a significant impact on the financial position, results of operations,
or cash flows of Transition Funding.
Note 6. Subsequent Events
On January 31, 2001, Transition Funding issued $2.525 billion of transition
bonds in eight classes with maturities ranging from 1 year to 15 years. The
significant terms of the transition bonds issued by Transition Funding on
January 31, 2001 are as follows:
Proceeds to
Initial Transition Expected Final Final Maturity
Principal Balance Interest Rate Funding LLC Payment Date Date
----------------- ------------- ------------- -------------- --------------
Class A-1 $105,249,914 5.46% $104,881,454 6/15/02 6/15/04
Class A-2 $368,980,380 5.74% $367,464,694 3/15/05 3/15/07
Class A-3 $182,621,909 5.98% $181,746,628 6/15/06 6/15/08
Class A-4 $496,606,425 LIBOR + 0.30% $494,123,393 6/15/09 6/15/11
Class A-5 $328,032,965 6.45% $326,306,606 3/15/11 3/15/13
Class A-6 $453,559,632 6.61% $450,969,960 6/15/13 6/15/15
Class A-7 $219,688,870 6.75% $218,219,850 6/15/14 6/15/16
Class A-8 $370,259,905 6.89% $367,732,325 12/15/15 12/15/17
Transition Funding has entered into an interest rate swap on its sole class
of floating rate transition bonds. The interest rate swap effectively converts
the existing floating rate debt into fixed rate borrowings. The net proceeds of
the issuance were remitted to PSE&G as consideration for the property right in
the TBC.
Transition Funding has incurred certain additional issuance costs in
connection with the securitization transaction, including costs of a hedging
arrangement as permitted by the Finance Order. Costs in excess of the $125
million of estimated transaction costs provided for in the Finance Order will be
recovered on a subordinated basis by Transition Funding through the TBC. The TBC
rate became effective on February 7, 2001, in accordance with the Final Order.
INDEPENDENT AUDITORS' REPORT
PSE&G Transition Funding LLC:
We have audited the accompanying balance sheets of PSE&G Transition Funding
LLC (the "Company") as of December 31, 2000 and December 31, 1999. These balance
sheets are the responsibility of the Company's management. Our responsibility is
to express an opinion on these balance sheets based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the balance
sheet is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the balance sheet. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such balance sheets present fairly, in all material
respects, the financial position of the Company as of December 31, 2000 and
December 31, 1999, in conformity with accounting principles generally accepted
in the United States of America.
Deloitte & Touche LLP
April 13, 2001
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Omitted pursuant to conditions set forth in General Instruction I of Form
10-K.
ITEM 11. EXECUTIVE COMPENSATION
Omitted pursuant to conditions set forth in General Instruction I of Form
10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted pursuant to conditions set forth in General Instruction I of Form
10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to conditions set forth in General Instruction I of Form
10-K.
PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) The following documents are filed as a part of this report:
a. PSE&G Transition Funding LLC Balance Sheets for the years ended
December 31, 2000 and 1999 on page 5.
(B) The following reports on Form 8-K were filed during the last quarter of
2000 and the 2001 period covered by this report under the items indicated:
Date of Report Items Reported
-------------- --------------
January 25, 2001 Items 5 and 7
February 7, 2001 Items 5 and 7
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PSE&G Transition Funding LLC
By ROBERT E. BUSCH
--------------------
Robert E. Busch
Manager, Chief Executive Officer
Chief Financial Officer and
Principal Accounting Officer
Date: April 23, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
ROBERT E. BUSCH Manager, Chief Executive Officer, April 23, 2001
---------------------- Chief Financial Officer and
Robert E. Busch Principal Accounting Officer
MORTON A. PLAWNER Manager, Vice President April 23, 2001
---------------------- and Treasurer
Morton A. Plawner
R. EDWIN SELOVER Manager April 23, 2001
----------------------
R. Edwin Selover
DWIGHT JENKINS Manager April 23, 2001
----------------------
Dwight Jenkins
DEAN A. CHRISTIANSEN Manager April 23, 2001
----------------------
Dean A. Christiansen
EXHIBIT INDEX
Certain Exhibits previously filed with the Commission and the appropriate
securities exchanges are indicated as set forth below. Such Exhibits are not
being refiled, but are included because inclusion is desirable for convenient
reference.
(a) Filed by Transition Funding with Registration Statement No. 333-83635 under
the Securities Act of 1933, effective January 23, 2001, relating to the
issuance of $2,525,000,000 Transition Bonds.
(b) Filed by Transition Funding with Form 8-K under the Securities Exchange Act
of 1934, on February 7, 2001.
- --------------------------------------------
Exhibit Number
- --------------------------------------------
This Filing Previous Filing
- --------------------------------------------
1.1 (b) 1.1 Underwriting Agreement dated as of January 25, 2001 among Public
Service Electric and Gas Company, PSE&G Transition Funding LLC and
Lehman Brothers, Inc., on behalf of itself and as the representative of
the several underwriters named therein
4.1 (a) 4.1 Limited Liability Company Agreement of PSE&G Transition Funding LLC
4.1.1 (b) 4.1.1 Form of Amended and Restated Limited Liability Company Agreement of
PSE&G Transition Funding LLC dated as of January 31, 2001
4.2 (a) 4.2 Certificate of Formation of PSE&G Transition Funding LLC
4.2.1 (b) 4.2.1 Form of Amended and
Restated Certificate of Formation of
PSE&G Transition Funding LLC dated as
of January 25, 2001, which was filed
with the Delaware Secretary of
State's Office on January 26, 2001
4.3 (a) 4.3 Form of Indenture
4.3.1 (b) 4.3.1 Indenture dated as of January 31, 2001 between PSE&G Transition Funding
LLC and The Bank of New York
4.3.2 (b) 4.3.2 Series Supplement dated as of January 31, 2001 between PSE&G Transition
Funding LLC and The Bank of New York
4.4 (a) 4.4 Form of Transition Bonds
10.1 (b) 10.1 Bondable Transition Property Sale Agreement dated as of January 31,
2001 between Public Service Electric and Gas Company and PSE&G
Transition Funding LLC
10.2 (b) 10.2 Servicing Agreement dated as of January 31, 2001 between PSE&G
Transition Funding LLC and Public Service Electric and Gas Company
10.3 (a) 10.3 Petition of PSE&G to the State of New Jersey Board of Public Utilities,
dated June 8, 1999
10.4 (a) 10.4 Financing Order of the BPU issued September 17, 1999
23 Independent Auditors' Consent
25.1 (a) 25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Bank of New York, as Trustee under the Indenture
99.1 (a) 99.1 Final BPU restructuring order issued August 24, 1999
99.2 (a) 99.2 Internal Revenue Service Private Letter Ruling pertaining to Transition
Bonds