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.