-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q0BCe+47JhkZ2Wzy6Edm0nK30oKc2Ln3W1sCKs4ps2BV8U4CSfyC9u72eE4/LeuA 9avKo0GGDdg6QmllDinDlQ== /in/edgar/work/20000710/0000893220-00-000846/0000893220-00-000846.txt : 20000712 0000893220-00-000846.hdr.sgml : 20000712 ACCESSION NUMBER: 0000893220-00-000846 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000628 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV CENTRAL INDEX KEY: 0001029590 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 510377417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13895 FILM NUMBER: 670023 BUSINESS ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 3024293114 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 8-K 1 e8-k.txt FORM 8-K - CONECTIV 1 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): June 28, 2000 Registrant, State of Incorporation, I.R.S. Employer Commission File Number Address and Telephone Number Identification Number - ---------------------- ---------------------------- --------------------- 1-13895 Conectiv 51-0377417 (a Delaware Corporation) 800 King Street P. O. Box 231 Wilmington, Delaware 19899 Telephone: (302) 429-3114 2 Item 5. Other Events On July 1, 2000, after receipt of regulatory approvals, certain electric generating assets of Conectiv's utility subsidiaries, Delmarva Power & Light Company ("DPL") and Atlantic City Electric Company ("ACE"), were transferred to other Conectiv affiliates. After the sale of certain other generating assets, the principal remaining businesses of DPL and ACE will be the provision of regulated electric transmission and distribution service and, in the case of DPL, regulated gas distribution service. The businesses of DPL and ACE will also include supplying electricity to customers who do not choose an alternative electricity supplier. After the sale of certain other generating assets, power purchased by DPL and ACE will be the source of the electricity supplied to these customers. Approximately 1,866 megawatts of net generating capacity was transferred to subsidiaries at net book value in exchange for common stock, followed by a declaration of a capital dividend of the subsidiaries' common stock to Conectiv by DPL and ACE. Conectiv has since contributed such common stock to a new Conectiv subsidiary holding company named Conectiv Energy Holding Company ("CEH"). CEH and its subsidiaries will be engaged in non-regulated electricity production and sales, energy trading and marketing. The ACE assets that were transferred will continue to be accounted for as part of the Atlantic Utility Group (as defined in the Restated Certificate of Incorporation of Conectiv). On June 28, 2000, Conectiv announced the sale of a portion of its district heating and cooling business to Sempra Energy Solutions, Inc. On July 10, 2000, Conectiv also announced the sale of a portion of Conectiv Services, Inc., its heating, ventilating and air conditioning business, to former owners of that business. Attached as Exhibit 99a and 99b, respectively, are press releases distributed in connection with those announcements. Item 7. Financial Statements, ProForma Financial Information and Exhibits See Exhibit Index filed herewith. 2 3 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 hereunto duly authorized. Conectiv By: Philip S. Reese ------------------------------ Philip S. Reese Vice President and Treasurer Date: July 10, 2000 3 4 Exhibit Index Exhibit No. 99a Press Release dated June 28, 2000, distributed in connection with the sale of certain district heating and cooling assets to Sempra Energy Solutions, Inc. 99b Press Release dated July 10, 2000, distributed in connection with the sale of certain portions of the heating, ventilating and air conditioning business of Conectiv Services, Inc. EX-99.A 2 ex99-a.txt PRESS RELEASE DATED JUNE 28, 2000 1 Exhibit 99a [Conectiv Logo] FOR IMMEDIATE RELEASE JUNE 28, 2000 Media Contact: TIM BROWN, CONECTIV, (302) 452-6496 Investor Contact: Bob Marshall, Conectiv (302) 429-3114 Conectiv Sells Interest in Thermal Facilities to Sempra Energy Solutions WILMINGTON, DE - Conectiv (NYSE:CIV) today announced that it has reached agreement to sell its 50 percent ownership interest in two thermal projects located in Las Vegas, Nevada and Glendale, California to its joint venture partner, Sempra Energy Solutions, a subsidiary of Sempra Energy (NYSE: SRE). The sale is part of Conectiv's plan to exit businesses that are not strategic for the company, to seek a partner for its telecommunications business, and focus on its core mid-merit merchant energy and power delivery businesses. In March, Conectiv announced its plans to sell Conectiv Thermal as part of a decision to focus on its core businesses. The sale, which requires approval by the Federal Trade Commission and Department of Justice under the Hart Scott Rodino Act, is expected to be completed during the third quarter. Conectiv is continuing to evaluate bids for the rest of its Atlantic City based thermal projects, but has set no firm timetable for the sale of those assets. Likewise, the Wilmington Thermal loop project will be developed as planned and included as part of the sale of Conectiv Thermal Systems. Tom Shaw, Executive Vice President of Conectiv, said, "We are pleased with the outcome of this transaction. We believe that Sempra Energy Solutions was the logical buyer, given their involvement, experience and knowledge of the customers and the projects. The proceeds will be redeployed into our core businesses. Continuing to focus on our core businesses will provide us with the best opportunities to leverage our knowledge base and competitive advantage in order to spur growth and shareholder value." The Las Vegas project was placed in service in May 1999 and provides chilled water and steam to three customers, including the The Venetian Hotel Resort Casino and Sands Expo & Convention Center. The Glendale project, in operation since November 1997, provides chilled water to the Dreamworks Animation studio. ---#####--- Conectiv, a Fortune 500 company headquartered in Wilmington, DE, provides regulated electric and natural-gas utility services and is also engaged in telecommunications and other non-regulated activities. Conectiv serves more than one million customers in New Jersey, Delaware, Maryland, Virginia, and Pennsylvania. EX-99.B 3 ex99-b.txt PRESS RELEASE DATED JULY 10, 2000 1 Exhibit 99b [Conectiv Logo] FOR IMMEDIATE RELEASE JULY 10, 2000 Media Contact: TIM BROWN, CONECTIV, (302) 452-6496 Investor Contact: Bob Marshall, Conectiv (302) 429-3114 Conectiv Sells Mechanical Division of Conectiv Services Back to Original Owners WILMINGTON, DE - Conectiv (NYSE:CIV) today announced that it has sold the Mechanical Division of Conectiv Services back to its original owners, Delcard Associates, Inc. and Frey Lutz Corp., which will operate the companies under their original names. The portion of the business being sold to Delcard Associates, Inc. employs 211 people and is located in Wilmington and Milford, Delaware. The Lancaster, Pennsylvania office being sold to Frey Lutz Corp. employs 175 people. Mechanical services involved in this sale include the design and construction of large mechanical systems, plumbing and piping, and sheet metal fabrication projects. Those services will continue to be provided by Delcard Associates, Inc. and Frey Lutz Corp. The Services Division of Conectiv Services, which provides new construction, replacement, service and maintenance of heating, cooling, and plumbing services for residential and commercial customers, will be sold separately. The sale of the Services Division is on schedule to be announced by the third quarter of this year. Today's announcement is another step in Conectiv's plan to exit businesses that are not strategic for the company, to seek a partner for its telecommunications business, and focus on its core mid-merit merchant energy and power delivery businesses. In March, Conectiv announced its plans to sell Conectiv Services as part of a decision to focus on its core businesses. Howard E. Cosgrove, Chairman and CEO of Conectiv, said, "We are pleased with the outcome of this transaction. We believe that the original owners were logical buyers, given their involvement, experience and knowledge of the customers and the employees. The proceeds will be redeployed into our core businesses. Continuing to focus on our core businesses will provide us with the best opportunities to leverage our knowledge base and competitive advantage to spur growth and shareholder value." Rick Treml, President of Delcard Associates, Inc., said, "We are glad we had the opportunity to purchase our businesses back. We are especially proud to be able to call ourselves by our former names that had established such good will throughout the industry prior to being acquired by Conectiv. We will continue to provide our customers with the kind of service and quality workmanship they have been accustomed to receiving. The same people they trusted are as committed as ever to the success of this new, but familiar, venture." Delcard Associates Inc. and Frey Lutz Corporation were originally acquired by Conectiv in 1996 and 1999, respectively. Conectiv acquired a total of 21 firms with annual revenues of $140 million since 1996 as part of its efforts to build Conectiv Services into a full-service heating and cooling business. ---#####--- Conectiv, a Fortune 500 company headquartered in Wilmington, DE, brings together regulated electric and natural-gas utility services and also is engaged in telecommunications and other competitive activities. Conectiv serves more than one million customers in New Jersey, Delaware, Maryland, Virginia, and Pennsylvania. -----END PRIVACY-ENHANCED MESSAGE-----