8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2017
PUBLIC SERVICE ELECTRIC AND GAS COMPANY
(Exact name of registrant as specified in its charter)
New Jersey (State or other jurisdiction of incorporation)	001-00973 (Commission File Number)	22-1212800 (I.R.S. Employer Identification No.)
80 Park Plaza
Newark, New Jersey 07102
(Address of principal executive offices) (Zip Code)
973-430-7000
(Registrant's telephone number, including area code)
http://www.pseg.com
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ] If an emerging growth company, indicate by check mark if such registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]

Item 8.01. Other Events

On December 6, 2017, Public Service Electric and Gas Company (“PSE&G”) completed a public offering of $350 million aggregate principal amount of its 3.600% Secured Medium-Term Notes, Series L, due December 1, 2047 (the “Notes”). The Notes were offered and sold by PSE&G pursuant to a registration statement on Form S-3 (File No. 333-221639) (the “Registration Statement”) and the related Prospectus dated November 17, 2017, Prospectus Supplement dated December 4, 2017, and Pricing Supplement dated December 4, 2017.

In connection with the commencement of its program for the issuance from time to time of up to $1,450,000,000 principal amount of its Secured Medium-Term Notes, Series L, PSE&G entered into a Distribution Agreement, dated September 7, 2016 (the “Distribution Agreement”), among PSE&G and the agents named therein. On December 4, 2017, PSE&G and such agents entered into Amendment No. 1 to the Distribution Agreement (“Amendment No. 1”) to reflect, among other things, the filing of the Registration Statement by PSE&G on November 17, 2017. Copies of the Distribution Agreement and Amendment No. 1 are attached hereto as Exhibits 1-2(a) and (b), respectively, and incorporated by reference into the Registration Statement.

In connection with the offering of the Notes, PSE&G is filing herewith as Exhibit 5 an opinion of Shawn P. Leyden, Vice President and Deputy General Counsel of PSEG Services Corporation, addressing the legality of the Notes. Such opinion is incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits

Exhibit 1-2(a) Distribution Agreement, dated September 7, 2016, among PSE&G and the agents named therein relating to the Secured Medium-Term Notes, Series L (incorporated by reference to Exhibit 1-3(b) to the Current Report on Form 8-K filed by PSE&G on September 13, 2016 (File No. 001-00973)).

Exhibit 1-2(b) Amendment No. 1 to the Distribution Agreement, dated December 4, 2017, among PSE&G and the agents named therein relating to the Secured Medium-Term Notes, Series L.

Exhibit 5 Opinion of Shawn P. Leyden, Vice President and Deputy General Counsel of PSEG Services Corporation, addressing the legality of the Notes.

Exhibit 23 Consent of Shawn P. Leyden, Vice President and Deputy General Counsel of PSEG Services Corporation (included in Exhibit 5).

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SIGNATURE

Pursuant to the requirements 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.

	PUBLIC SERVICE ELECTRIC AND GAS COMPANY (Registrant)
By:		/s/ Stuart J. Black
		Stuart J. Black Vice President and Controller (Principal Accounting Officer)

Date: December 6, 2017

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EX-1.2B

Exhibit 1.2b

PUBLIC SERVICE ELECTRIC AND GAS COMPANY

Secured Medium-Term Notes, Series L
Due From 1 Year to 30 Years from Date of Issue

AMENDMENT NO. 1 TO

DISTRIBUTION AGREEMENT

December 4, 2017

BARCLAYS CAPITAL Inc. 745 Seventh Avenue New York, New York 10019	MIZUHO SECURITIES USA LLC 320 Park Avenue, 12th Floor New York, New York 10022
BNP Paribas Securities Corp. 787 Seventh Avenue, 7th Floor New York, New York 10019	MORGAN STANLEY & CO. LLC 1585 Broadway New York, New York 10036
BNY Mellon Capital Markets, LLC 101 Barclay Street, Third Floor New York, New York 10286	MUFG Securities AMERICAS Inc. 1221 Avenue of the Americas, 6th Floor New York, New York 10020
CIBC WORLD MARKETS CORP. 300 Madison Avenue, 5th Floor New York, New York 10017	RBC CAPITAL MARKETS, LLC Three World Financial Center 200 Vesey Street, 8th Floor New York, New York 10281
CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010	Scotia capital (usa) inc. 250 Vesey Street New York, New York 10281
GOLDMAN SACHS & CO. LLC 200 West Street New York, New York 10282	WELLS FARGO SECURITIES, LLC 550 South Tryon Street Charlotte, North Carolina 28202
j.p. morgan Securities LLC 383 Madison Avenue New York, New York 10179

Ladies and Gentlemen:

Reference is made to the Distribution Agreement, dated September 7, 2016 (the “Distribution Agreement”), by and among Public Service Electric and Gas Company, a New Jersey corporation (the “Company”), and Barclays Capital Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, CIBC World Markets Corp., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC,J.P. Morgan Securities LLC, Mizuho Securities USA LLC,

Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC,Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (each, an “Agent” and collectively, the “Agents” and, together with the Company, the “Parties”).

WHEREAS, on November 17, 2017, the Company filed with the Securities and Exchange Commission (the “SEC”) an “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “1933 Act”), on Form S-3 (File No. 333-221639) (the “New Registration Statement”), in respect of certain of the Company’s securities, in anticipation of the expiration of the Company’s automatic shelf registration statement on Form S-3 (File No. 333-200353) (the “Expiring Registration Statement”); and

WHEREAS, the Parties wish to amend the Distribution Agreement through this Amendment No. 1 (this “Amendment”) to (i) reference the New Registration Statement in lieu of the Expiring Registration Statement, (ii) update the names of the persons who may deliver opinions and disclosure statements to the Agents pursuant to Sections 5(a)(1) and 5(a)(c) of the Distribution Agreement and (iii) update the notice information for the Agents, as set forth below.

NOW, THEREFORE, in consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the amendments set forth below, in each case with effect on and after December 4, 2017 (the “Effective Date”).

Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Distribution Agreement.

1.Registration Statement File Number. On and after the Effective Date, the first sentence of the third paragraph of the Distribution Agreement is hereby amended so that the reference to the file number of the automatic shelf registration statement on Form S-3 filed by the Company with the SEC shall be File No. 333-221639.

2.Amendment to Section 5(a)(1). On and after the Effective Date, the lead-in language of Section 5(a)(1) is hereby revised as follows:

“(1) Opinion of Company Counsel. The opinion of Tamara L. Linde, Esq., the Executive Vice President and General Counsel of the Company, or Shawn P. Leyden, Esq., Vice President and Deputy General Counsel of PSEG Services Corporation,to the effect that:”.

3.Amendment to Section 5(a)(3). On and after the Effective Date, the reference to “Tamara L. Linde, Esq.” in the first sentence of Section 5(a)(3) shall be revised as follows: “Tamara L. Linde, Esq. or Shawn P. Leyden, Esq., as the case may be”.

4.Amendment to Section 13. On and after the Effective Date, the notice information for the Agents is hereby revised as follows:

“If to Agents:

Barclays Capital Inc.

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745 Seventh Avenue

New York, New York 10019

Attention.: Syndicate Registration

Telecopy: (646) 834-8133

BNP Paribas Securities Corp.
787 Seventh Avenue, 7th Floor
New York, New York 10019
Attention: Fixed Income Syndicate
Email: new.york.syndicate@bnpparibas.com

BNY Mellon Capital Markets, LLC

101 Barclay Street, Third Floor

New York, New York 10286
Attention: Debt Capital Markets
Telecopy: (212) 815-6403

CIBC World Markets Corp.
300 Madison Avenue, 5^th Floor
New York, New York 10017

Attention: Execution Management
Email: dlcibcexecutionmanagement@cibc.com

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010-3629 

Attention: IBCM-Legal

Facsimile: (212) 325-4296

Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Registration Department
Telecopy: (212) 902-9316

j.p. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: MTN Desk
Telecopy: (212) 834-6081

Mizuho Securities USA LLC
320 Park Avenue, 12^th Floor
New York, New York 10022
Attention: Debt Capital Markets
Telecopy: (212) 205-7812

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Morgan Stanley & Co. LLC
1585 Broadway, 29^th Floor
New York, New York 10036
Attention: Investment Banking Division
Telecopy: (212) 507-8999

MUFG Securities Americas Inc.

1221 Avenue of the Americas, 6th Floor

New York, NY 10020

Attention:  Capital Markets Group

Phone: (212) 405-7440

Telecopy: (646) 434-3455

RBC Capital Markets, LLC
Three World Financial Center
200 Vesey Street, 8th Floor

New York, New York 10281
Attention: Transaction Management/Scott Primrose
Telecopy: (212) 658-6137

Scotia Capital (USA) Inc.

250 Vesey Street

New York, New York 10281

Attention: Debt Capital Markets/ Chief Legal Officer, U.S.

Telecopy:  (212) 225-6550

Wells Fargo Securities, LLC
550 South Tryon Street, 5^th Floor

Charlotte, NC 28202

Attention: Transaction Management

Telecopy: (704) 410-0326”

5.Effectiveness. This Amendment shall become effective as of the Effective Date. Except as specifically amended by this Amendment, the Distribution Agreement shall remain in full force and effect and is hereby ratified and confirmed.

6.Counterparts. This Amendment may be executed in any number of counterparts and by the different Parties in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument.

7.Governing Law. This Amendment and all the rights and obligations of the parties shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed in such State.

[Remainder of Page Intentionally Blank]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Amendment along with all counterparts will become a binding agreement between the Agents and the Company in accordance with its terms.

Public Service Electric and
Gas Company
By:  /s/ Bradford D. Huntington
	Name:	Bradford D. Huntington
	Title:	Vice President and Treasurer

Accepted:

bARCLAYS cAPITAL iNC.

By: /s/ Robert Stowe
	Name:	Robert Stowe
	Title:	Managing Director

BNP Paribas Securities Corp.

By: /s/ Richard Murphy
	Name:	Richard Murphy
	Title:	Managing Director

BNY Mellon Capital Markets, LLC

By: /s/ Dan Klinger
	Name:	Dan Klinger
	Title:	Managing Director

CIBC WORLD MARKETS CORP.

By: /s/ Michael Kim
	Name:	Michael Kim
	Title:	Managing Director

CREDIT SUISSE SECURITIES (USA) LLC

By: /s/ Nevin Bhatia
	Name:	Nevin Bhatia
	Title:	Director

j.p. morgan Securities LLC

By: /s/ Som Bhattacharyya
	Name:	Som Bhattacharyya
	Title:	Executive Director

Goldman sachs & co. LLC

By: /s/ Raffael Fiumara
	Name:	Raffael Fiumara
	Title:	Vice President

MIZUHO SECURITIES USA LLC

By: /s/ Scott Trachsel
	Name:	Scott Trachsel
	Title:	Managing Director

MORGAN STANLEY & CO. LLC

By: /s/ Yurij Slyz
	Name:	Yurij Slyz
	Title:	Executive Director

MUFG Securities Americas Inc.

By: /s/ Richard Testa
	Name:	Richard Testa
	Title:	Managing Director

RBC CAPITAL MARKETS, LLC

By: /s/ Scott G. Primrose
	Name:	Scott G. Primrose
	Title:	Authorized Signatory

Scotia capital (usa) inc.

By: /s/ Paul McKeown
	Name:	Paul McKeown
	Title:	Managing Director & Head

WELLS FARGO SECURITIES, LLC

By: /s/ Carolyn Hurley
	Name:	Carolyn Hurley
	Title:	Director

EX-5

Exhibit 5

Shawn P. Leyden Vice President & Deputy General Counsel	PSEG Services Corporation 80 Park Plaza, T19, Newark, NJ 07102-4194 tel: 973.430.7698 fax: 973.643.8385 email: shawn.leyden@pseg.com

December 6, 2017

Public Service Electric and Gas Company

80 Park Plaza

Newark, NJ 07102

Re:	Public Service Electric and Gas Company
	Registration Statement on Form S-3

Ladies and Gentlemen:

This opinion is furnished in connection with the issuance and sale by Public Service Electric and Gas Company, a New Jersey corporation (the “Company”), of $350,000,000 aggregate principal amount of its 3.600% Secured Medium-Term Notes, Series L, due December 1, 2047 (the “Notes”) pursuant to: the Company’s Registration Statement on Form S-3, Registration No. 333-221639 (the “Registration Statement”), and the base prospectus constituting a part thereof, dated November 17, 2017 (the “Base Prospectus”), relating to the offering from time to time of certain debt securities of the Company pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”); the prospectus supplement, dated December 4, 2017 (the “Prospectus Supplement”), to the Base Prospectus relating to the Company’s Secured Medium-Term Notes, Series L; and the pricing supplement dated December 4, 2017 relating to the Notes (the “Pricing Supplement”), each filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424 promulgated under the Act (the Pricing Supplement, together with the Base Prospectus and the Prospectus Supplement, the “Prospectus”); and the Indenture of Trust, dated as of July 1, 1993 (the “Indenture”), between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Indenture Trustee”). The Notes are secured as to payment of the principal thereof (exclusive of any premium) and interest thereon by the Company’s First and Refunding Mortgage Bonds, Medium-Term Notes, Series L, issued under its Indenture, dated August 1, 1924, between the Company and U.S. Bank National Association (as successor to Fidelity Union Trust Company), as trustee, as supplemented and amended by prior supplemental indentures, including the Supplemental Indenture dated September 1, 2016.

I have examined the Registration Statement, the Prospectus, the Indenture, the global certificate representing the Notes and such other agreements, instruments, documents and records and such certificates or comparable documents of public officials

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which I deemed relevant and necessary for the basis of the opinion hereinafter expressed. In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates I have reviewed.

Based on such examination, I am of the opinion that the Notes, assuming the due authentication thereof by the Indenture Trustee pursuant to the Indenture, constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. With respect to enforcement, the above opinion is qualified to the extent that enforcement of the Indenture and the Notes may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

The foregoing opinion is given as of the date hereof and is limited to matters arising under the laws of the State of New Jersey as in effect on the date hereof and I express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. I hereby consent to the incorporation by reference of this letter as an exhibit to the Registration Statement and to the use of my name wherever it appears in the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required by Section 7 of the Act or the related rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this letter as an exhibit or otherwise.

Very truly yours,

/s/ Shawn P. Leyden

Shawn P. Leyden
Vice President and Deputy General Counsel
PSEG Services Corporation

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