U-9C-3 1 w55356gu-9c3.txt U-9C-3 FOR CONECTIV DATED NOVEMBER 29, 2001 As Filed with the Securities and Exchange Commission on November 29, 2001 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 For the quarterly period ended September 30, 2001 Conectiv (Name of Registered Holding Company) 800 King Street Wilmington, DE 19899 (Address of Principal Executives Offices) Inquiries concerning this Form U-9C-3 may be directed to either: Peter F. Clark General Counsel Conectiv 800 King Street Wilmington, DE 19899 or Philip S. Reese Vice President and Treasurer Conectiv 800 King Street Wilmington, DE 19899 (302) 429-3884 Conectiv FORM U-9C-3 For the Quarter Ended September 30, 2001 Table of Contents
Page Item 1. Organization Chart 1 Item 2. Issuance and Renewals of Securities and Capital Contributions 1 Item 3. Associated Transactions 2 Item 4. Summary of Aggregate Investment 3 Item 5. Other Investments 3 Item 6. Financial Statements and Exhibits 4 SIGNATURE 5
Item 1. - ORGANIZATION CHART
% of Energy or Gas Voting Related State of Date of Securities Name of Reporting Company Company Organization Organization Held ------------------------- ------- ------------ ------------ ---- Conectiv Conectiv Energy Holding Company Conectiv Energy Supply, Inc. Energy related DE 7/3/75 100 Conectiv Operating Services Company Energy related DE 5/8/87 100 Atlantic Generation, Inc. Energy related DE 10/9/86 100 Vineland Limited, Inc. Energy related DE 8/24/90 100 Vineland Cogen. Limited Partnership Energy related DE 9/27/90 50 Vineland General, Inc. Energy related DE 8/24/90 100 Pedrick Gen, Inc. Energy related DE 7/28/89 100 Binghamton Limited, Inc. Energy related DE 5/2/90 100 Binghamton General, Inc. Energy related DE 5/2/90 100 Energy Investors Fund III, L.P. Energy related DE 4.9 Conectiv Solutions LLC Conectiv Services, Inc. Conectiv Thermal Systems, Inc. Energy related DE 5/5/94 100 ATS Operating Services, Inc. Energy related DE 3/31/95 100 Atlantic Jersey Thermal Systems, Inc Energy related DE 5/10/94 100 Thermal Energy L.P. I Energy related DE 100 ATE Investment, Inc. King Street Assurance Ltd. Enertech Capital Partners, LP Energy related DE 8/9/96 94 Enertech Capital Partners II, LP Energy related DE 4/14/00 Conectiv Properties and Investments, Inc. 10 DCTC-Burney, Inc. Energy related DE 6/26/87 100 Forest Products, L.P. Energy related DE 10/5/89 1 Burney Forest Products Energy related CA UAH-Hydro Kennebec, L.P. Energy related NY 27.5 Luz Solar Partners, Ltd., L.P. Energy related CA 4.8 Tech Leaders II, L.P. Energy related DE 10/28/94 2.6 SciQuest, Inc. Energy related DE 6/20/00 10.2
Item 2. - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS ISSUANCES AND RENEWALS OF SECURITIES
Principal Company Issuing Company To Whom Type of Security Issue or Amount of Interest Rate Security Security Was Issued Issued Renewal Security ($) (%) -------- ------------------- ------ ------- ------------ --- Conectiv Resource Atlantic Generation, Money Pool Advance Renewal * * Partners, Inc., Agent Inc. Conectiv Resource Conectiv Energy Money Pool Advance Renewal * * Partners, Inc., Agent Supply, Inc. Conectiv Resource Conectiv Thermal Money Pool Advance Renewal * * Partners, Inc., Agent Systems, Inc. Conectiv Resource Conectiv Operating Money Pool Advance Renewal * * Partners, Inc., Agent Services Company
Note: Conectiv Resource Partners, Inc. serves as agent for the Conectiv System Money Pool. 1 CAPITAL CONTRIBUTIONS:
Company Contributing Capital Company Receiving Capital Amount of Capital Contribution ---------------------------- ------------------------- ------------------------------ None
* Confidential Treatment Requested Item 3. - ASSOCIATED TRANSACTIONS Part I. - Transactions performed by reporting companies on behalf of associate companies.
Types of Reporting Company Associate Company Services Direct Costs Indirect Costs Total Amount Rendering Services Receiving Services Rendered Charged Charged Billed ------------------ ------------------ -------- ------- ------- ------ Conectiv Operating Conectiv Thermal, Inc. Operating and * * Services Company Maintenance Services ATS Operating Conectiv Operating Labor * * Services, Inc Services Company Conectiv Energy Conectiv Atlantic Gas * * Supply, Inc. Generation, L.L.C. Conectiv Energy Delmarva Power Power and * * Supply, Inc & Light Company Capacity Conectiv Energy Conectiv Thermal, Inc. Gas * * Supply, Inc
* Confidential Treatment Requested Part II - Transactions performed by associate companies on behalf of reporting companies.
Indirect Associate Company Reporting Company Types of Services Direct Costs Costs Total Amount Rendering Services Receiving Services Rendered Charged Charged Billed ------------------ ------------------ -------- ------- ------- ------ Conectiv Delmarva Conectiv Energy Electric Energy, * * Generation, Inc. Supply, Inc. Capacity and Ancillary Services Conectiv Atlantic Conectiv Energy Electric Energy, * * Generation, L.L.C. Supply, Inc. Capacity and Ancillary Services
Note: Conectiv Resource Partners, Inc., the service company for the Conectiv System, provides services to various reporting companies. Such information is reported on the annual Form U-13-60. * Confidential Treatment Requested 2 Item 4. - SUMMARY OF AGGREGATE INVESTMENT Investments in energy-related companies (in thousands):
Total consolidated capitalization as of September 30, 2001 $4,289,703 Line 1 Total capitalization multiplied by 15% 643,455 Line 2 (Line 1 multiplied by 0.15) Greater of $50 million or line 2 $ 643,455 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) Energy-related business Category - Rule 58(b)(1)(ii) (1) * Energy-related business Category - Rule 58(b)(1)(v) (2) * Energy-related business Category - Rule 58(b)(1)(vi) (3) * Energy-related business Category - Rule 58(b)(1)(vii) (4) * - * Total current aggregate investment Line 4 Difference between the greater of $50 million or 15% of Capitalization and the total aggregate investment of the * Line 5 registered holding company system (line 3 less line 4) =
*Confidential Treatment Requested (1) Rule 58 defines category "ii" as the development and commercialization of electrotechnologies related to energy conservation, storage and conversion, energy efficiency, waste treatment, greenhouse gas reduction, and similar innovations. (2) Rule 58 defines category "v" as the brokering and marketing of energy commodities, including but not limited to electricity, natural or manufactured gas and other combustible fuels. (3) Rule 58 defines category "vi" as the production, conversion, sale and distribution of thermal energy products, such as process steam, heat, hot water, chilled water, air conditioning, compressed air and similar products; alternative fuels; and renewable energy resources; and the servicing of thermal energy facilities. (4) Rule 58 defines category "vii" as the sale of technical, operational, management, and other similar kinds of services and expertise, developed in the course of utility operations in such areas as power plant and transmission system engineering, development, design and rehabilitation; construction; maintenance and operation; fuel procurement, delivery and management; and environmental licensing, testing and redemption. Investments in gas-related companies: NONE Item 5. - OTHER INVESTMENTS
Major Line of Energy- Other Investment in Last Other Investment in this Reason for Difference in Related Business U-9C-3 Report U-9C-3 Report Other Investment ---------------- ------------- ------------- ---------------- NONE
3 Item 6. - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements: FS-1 Financial statements of Conectiv (incorporated by reference to the filing by Conectiv on Form 10-Q for the period ended September 30, 2001) FS-2 Financial statements of Conectiv Energy Supply, Inc. and Subsidiary (confidential treatment requested) FS-3 Financial statements of Atlantic Generation, Inc. and Subsidiaries (confidential treatment requested) FS-4 Financial statements of Conectiv Thermal Systems, Inc. and Subsidiaries (confidential treatment requested) FS-5 Financial statements of DTC-Burney, Inc. (confidential treatment requested) B. Exhibits: B-2. Certificate of Conectiv 4 SIGNATURE The undersigned registered holding company has duly caused this quarterly report to be signed on its behalf by the undersigned officer thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. Conectiv By: /s/ Philip S. Reese -------------------------------- Philip S. Reese Vice President and Treasurer November 29, 2001 5