-----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, PuVnIrCFq6FYwvc7WdNW0XK6GCOG8xO5m0d5ZilvSK3NUdumtyMFM2zPaYUMziku xC24I1xR+4JW4fLfcDMsZA== 0000893220-02-000291.txt : 20020415 0000893220-02-000291.hdr.sgml : 20020415 ACCESSION NUMBER: 0000893220-02-000291 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20020322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV CENTRAL INDEX KEY: 0001029590 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 510377417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-09095 FILM NUMBER: 02581889 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 POS AMC 1 w58657posamc.txt POST EFFECTIVE AMENDMENT NO. 20 File No. 70-9095 As Filed with the Securities and Exchange Commission on March 22, 2002 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 20 TO FORM U-1 DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ------------------------------------------------ CONECTIV ACE REIT, INC. CONECTIV MID-MERIT, INC. ATE INVESTMENT, INC. CONECTIV OPERATING SERVICES COMPANY ATS OPERATING SERVICES, INC. CONECTIV PENNSYLVANIA GENERATION, INC. ATLANTIC CITY ELECTRIC COMPANY CONECTIV PROPERTIES AND INVESTMENTS, INC. ATLANTIC GENERATION, INC. CONECTIV RESOURCE PARTNERS, INC. ATLANTIC JERSEY THERMAL SYSTEMS, INC. CONECTIV SERVICES, INC. ATLANTIC SOUTHERN PROPERTIES, INC. CONECTIV SOLUTIONS LLC BINGHAMTON GENERAL, INC. CONECTIV THERMAL SYSTEMS, INC. BINGHAMTON LIMITED, INC. DCI I, INC. CONECTIV ATLANTIC GENERATION, L.L.C. DCI II, INC. CONECTIV BETHLEHEM, INC. DCTC-BURNEY, INC. CONECTIV COMMUNICATIONS, INC. DELMARVA POWER & LIGHT COMPANY CONECTIV DELMARVA GENERATION, INC. KING STREET ASSURANCE LTD. CONECTIV ENERGY HOLDING COMPANY PEDRICK GEN., INC. CONECTIV ENERGY SUPPLY, INC. VINELAND LIMITED, INC. VINELAND GENERAL, INC. 800 King Street Wilmington, DE 19899 CONECTIV PLUMBING, L.L.C. 621 Chapel Avenue Cherry Hill, NJ 08034 (Names of companies filing this statement and address of principal executive offices) Conectiv ----------------------------------------------- (Name of top registered holding company parent) Philip S. Reese Vice President and Treasurer Conectiv (address above) - -------------------------------------------------------------------------------- (Name and address of agent of service) The Commission is requested to send copies of all notices, orders and communications in connection with this Application to: Peter F. Clark, Esquire Judith A. Center, Esquire Vice President and William C. Weeden General Counsel Skadden, Arps, Slate, Conectiv Meagher, & Flom LLP (address above) 1440 New York Avenue, N.W. Washington, D.C. 20005 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION A. GENERAL Conectiv, a Delaware corporation, previously was authorized under Section 9(a)(2) of the Public Utility Holding Company Act of 1935, as amended (the "Act"), to consummate certain transactions resulting in the acquisition by Conectiv of all of the outstanding common stock of Delmarva Power & Light Company, a Delaware and Virginia corporation and an operating public utility company providing electric service in Delaware, Maryland and Virginia and natural gas service in northern Delaware ("Delmarva"), and of Atlantic City Electric Company, a New Jersey corporation and an operating public utility company providing electric service in southern New Jersey ("ACE"). Following the merger, Conectiv and its subsidiaries filed an Application-Declaration on Form U-1 in this File No. 70-9095 requesting authorization for financing transactions. Such financing transactions were approved by Order dated February 26, 1998 (HCAR No. 26833) as supplemented by Orders dated August 21, 1998 (HCAR No. 26907), September 28, 1998 (HCAR No. 26921), October 21, 1998 (HCAR No. 26930), November 13, 1998 (HCAR No. 26941), December 14, 1999 (HCAR No. 27111), August 17, 2000 (HCAR No. 27213) and June 7, 2001 (HCAR No. 27415) (collectively, the "Financing Orders"). Pursuant to the Financing Orders, during the period ending September 30, 2003 (the "Authorization Period"), Conectiv is authorized, among other things, to: 1) issue short-term debt aggregating no more than $2.0 billion outstanding at any time during the Authorization Period; 2) issue up to an aggregate $250 million of long-term debt or common stock with a reservation of jurisdiction over the issuance of any long-term debt;(1) 3) issue up to $500 million of long-term debt subject to a reservation of jurisdiction;(2) and 4) enter into guarantees, obtain letters of credit, enter into expense agreements or otherwise provide credit support to the obligations of Subsidiaries and unaffiliated third parties in an aggregate amount not to exceed $1.5 billion. Financings authorized pursuant to the Financing Orders are subject to certain limitations contained therein as follows: o Conectiv's consolidated common equity will be at least 20% of its total consolidated capitalization (the "Common Equity Ratio"), as adjusted to reflect subsequent events that affect capitalization; o the effective cost of money on long-term debt securities will not exceed 300 basis points over comparable-term U.S. Treasury securities and the effective cost of money on short-term debt securities will not exceed 300 basis points over the comparable-term London Interbank Offered Rate ("LIBOR"); o maturity of indebtedness will not exceed 50 years; and o underwriting fees, commissions, or similar remuneration paid in connection with the issue, sale or distribution of a security will not exceed 5% of the principal amount of the financing. - -------- (1) Conectiv has two authorizations under the Financing Orders with regard to the issuance of long-term debt and common stock. The first authorization permits Conectiv to issue up to an aggregate of $500 million of long-term debt and common stock. Conectiv has issued $250 million of long-term debt pursuant to this authorization. Since the Commission has reserved jurisdiction over any further issuance of long-term debt by Conectiv, the only remaining option, without removal of the reservation of jurisdiction, is for Conectiv to issue up to $250 million of common stock. The second authorization permits Conectiv to issue up to $500 million of long-term debt with the proceeds being used to reduce short-term debt. The Commission has also reserved jurisdiction over this issuance of long-term debt by Conectiv. (2) See the preceding footnote. 2 The purpose of this filing is to request authorization for the removal of the reservations of jurisdiction by the Commission with regard to the issuance of up to $750 million of long-term debt by Conectiv. B. BACKGROUND Since the merger in which it was formed, Conectiv has been limited in its ability to issue long-term debt because it has been unable to meet the Commission's common equity standard of 30%. For the most part, Conectiv was able to manage its capital structure on a consolidated basis because its primary subsidiaries, Delmarva and ACE, were able to provide financing by using internally generated funds or by accessing the capital markets. Conectiv used short-term debt to provide financing for the Nonutility Subsidiaries. As a result of this process, Conectiv has generally maintained relatively high levels of short-term debt. In times of low interest rates and high liquidity, Conectiv has been able to successfully manage these levels of short-term debt. However, in times of economic upheaval (e.g., the California energy crisis), companies with commercial paper ratings of A2/P2 (as Conectiv is rated) often encounter problems in rolling over short-term debt. While Conectiv maintains adequate lines of credit to back up its commercial paper program, such sources of short-term financing are expensive. Also, interest rates are currently at historically low levels. However, interest rates, especially short-term rates, tend to be volatile over extended periods of time. There can be no guarantee that interest rates will remain low. Conectiv needs the flexibility to access the long-term debt markets at opportune times in order to manage its future financing costs. For this reason, the ability of Conectiv to strategically issue long-term debt in order to reduce its dependence on short-term debt would be a significant benefit with regard to both financial planning and risk management. C. FINANCIAL CONDITION As noted above, Conectiv has been restrained by the Commission from issuing long-term debt because its Common Equity Ratio has been less than 30%. Since this restriction was imposed, Conectiv has made substantial progress in increasing its Common Equity Ratio. In fact, Conectiv's Common Equity Ratio is projected to be at or slightly below 30% upon the completion in the next several months of a debt repurchase program funded by the proceeds from the sale of certain Delmarva generation assets. Conectiv's Common Equity Ratio is forecasted to meet the 30% threshold upon the sale of ACE's generation assets, the securitization of the stranded costs related to the sale of the generation assets and the buydown or buyout of long-term power purchase contracts with non-utility generators and the subsequent repurchase of debt and equity securities of ACE with the proceeds of the asset sales and securitization.(3) It is anticipated that these transactions will be consummated in 2002. Conectiv is a financially sound company as indicated by the investment-grade senior unsecured debt ratings ascribed by Moody's and Standard & Poor's. Conectiv commits that it will maintain during the Authorization Period at least an investment-grade senior unsecured debt rating by at least one nationally recognized rating agency. - ------------ (3) The forecasted Common Equity Ratios for Conectiv do not include any securitization debt issued by Atlantic City Electric Transition Funding LLC ("ACE Transition Funding"), a wholly owned subsidiary of ACE. In File No. 70-9899 authorization was requested for ACE Transition Funding to issue up to $1.7 billion of securitization bonds. As noted in Exhibit H-3 to Post-Effective Amendment No. 16 to this file, Conectiv's Common Equity Ratio would decline to approximately 21% if all of the securitization bonds were issued and ACE used certain of the proceeds to retire debt and/or equity. 3 ACE and Delmarva are financially sound companies as indicated by the investment-grade senior unsecured debt ratings received from Moody's and Standard & Poor's. As of September 30, 2001, both ACE and Delmarva had Common Equity Ratios in excess of 40%.(4) D. REMOVAL OF RESERVATIONS OF JURISDICTION AND ESTABLISHMENT OF REQUIRED COMMON EQUITY RATIO Conectiv has two authorizations under the Financing Orders with regard to the issuance of long-term debt and common stock. The first authorization permits Conectiv to issue up to an aggregate of $500 million of long-term debt and common stock. Conectiv has issued $250 million of long-term debt pursuant to this authorization. Since the Commission has reserved jurisdiction over any further issuance of long-term debt by Conectiv, the only remaining option, without removal of the reservation of jurisdiction, is for Conectiv to issue up to $250 million of common stock. The second authorization permits Conectiv to issue up to $500 million of long-term debt with the proceeds being used to reduce short-term debt. The Commission has also reserved jurisdiction over this issuance of long-term debt by Conectiv. In both cases, the Commission reserved jurisdiction because Conectiv's Common Equity Ratio was below the Commission's standard of 30%. Conectiv hereby requests that the Commission remove the reservations of jurisdiction for the reasons described in Item 1.B above and to establish Conectiv's required Common Equity Ratio for the issuance of long-term debt securities at 27%. Any long-term debt issued pursuant to the removal of such reservations of jurisdiction will comply in all regards with the parameters for financing authorization set forth in Item 1.A above. Conectiv states that the proceeds of any long-term debt issued pursuant to a supplemental order granted in this file will be used exclusively to reduce outstanding short-term debt. Conectiv's total debt outstanding will not increase as a result of such issuance. E. CONECTIV MERGER WITH POTOMAC ELECTRIC POWER COMPANY On July 20, 2001, Pepco Holdings, Inc.,(5) a Delaware corporation ("Pepco Holdings"), and Conectiv filed an Application-Declaration on Form U-1 (File No. 70-9913) seeking approvals relating to the proposed acquisition by Pepco Holdings of all of the common stock of Conectiv and Potomac Electric Power Company, a Washington, D.C. and Virginia corporation ("Pepco") (the "Merger"). Upon consummation of the Merger, Pepco Holdings will register with the Commission under the Act. On August 16, 2001, Pepco Holdings, Conectiv and its subsidiaries and Pepco and its subsidiaries filed an Application-Declaration on Form U-1 (File No. 70-9947) (the "Pepco Holdings Financing U-1") seeking authorizations for, among other things, post-Merger financing transactions. The Pepco Holdings Financing U-1 states that authorizations granted under the Financing Orders will be consolidated with those requested in the Pepco Holdings Financing U-1. F. DISCUSSION OF RULES 53 AND 54 Rule 54 promulgated under the Act states that in determining whether to approve the issue or sale of a security by a registered holding company for purposes other than the acquisition of an Exempt Wholesale Generator ("EWG") or a Foreign Utility Company ("FUCO"), or other transactions by such registered holding company or its subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an - ------------ (4) Conectiv Atlantic Generation, LLC, Conectiv Delmarva Generation, Inc. and Conectiv Pennsylvania Generation, Inc. are utility companies for purposes of the Act but do not engage in retail utility activity and are not subject to regulation by any state commission. (5) Pepco Holdings, Inc. was previously referred to as New RC, Inc. in this filing. 4 EWG or a FUCO upon the registered holding company system if Rules 53(a), (b), or (c) are satisfied. As demonstrated below, such rules are satisfied. By Order dated August 17, 2000, HCAR No. 27213 (the "August 17 Order"), the Commission authorized Conectiv to invest up to $350 million ("EWG Project Limit") in EWGs. Conectiv has no investments in FUCOs and does not propose to make any investments in FUCOs. Conectiv is currently in compliance with the EWG Project Limit, in that its investment in EWGs as of September 30, 2001 equaled $219 million. Moreover, since the issuance of the August 17 Order, there have been no events that adversely impact the premise of the August 17 Order. Conectiv's EWG investments have not negatively impacted Conectiv's financial health. Conectiv's consolidated retained earnings grew from $35.2 million on September 30, 2000 to $218.0 million on September 30, 2001. Conectiv will inform the Commission of its investments in EWGs on an ongoing basis by filing with the Commission, as required by the August 17 Order, quarterly certificates containing extensive information specified in the August 17 Order concerning those investments. With respect to the other requirements of Rule 53: (i) Conectiv maintains books and records to identify investments in, and earnings from, each EWG and FUCO in which it directly or indirectly holds an interest. (A) For each United States EWG in which Conectiv directly or indirectly holds an interest: (1) the books and records for such EWG will be kept in conformity with United States generally accepted accounting principles ("GAAP"); (2) the financial statements will be prepared in accordance with GAAP; and (3) Conectiv directly or through its subsidiaries undertakes to provide the Commission access to such books and records and financial statements as the Commission may request. (B) For each FUCO or foreign EWG which is a majority owned subsidiary of Conectiv: (1) the books and records for such subsidiary will be kept in accordance with GAAP; (2) the financial statements for such subsidiary will be prepared in accordance with GAAP; and (3) Conectiv directly or through its subsidiaries undertakes to provide the Commission access to such books and records and financial statements, or copies thereof in English, as the Commission may request. (C) For each FUCO or foreign EWG in which Conectiv owns 50% or less of the voting securities, Conectiv directly or through its subsidiaries will proceed in good faith, to the extent reasonable under the circumstances, to cause: (1) such entity to maintain books and records in accordance with GAAP; (2) the financial statements of such entity to be prepared in accordance with GAAP; and (3) access by the Commission to such books and records and financial statements (or copies thereof) in English as the Commission may request and, in any event, will provide the Commission on 5 request copies of such materials as are made available to Conectiv and its subsidiaries. If and to the extent that such entity's books, records or financial statements are not maintained in accordance with GAAP, Conectiv will, upon request of the Commission, describe and quantify each material variation therefrom as and to the extent required by subparagraphs (a) (2) (iii) (A) and (a) (2) (iii) (B) of Rule 53. (ii) No more than 2% of Conectiv's domestic public utility subsidiary employees will render any services, directly or indirectly, to any EWG or FUCO in which Conectiv directly or indirectly holds an interest. (iii) Conectiv, in connection with any Form U-1 seeking approval of EWG or FUCO financing, will submit copies of such Form U-1 and every certificate filed pursuant to Rule 24 with every federal, state or local regulator having jurisdiction over the retail rates of the public utility companies in the Conectiv holding company system. In addition, Conectiv will submit to each such commission copies of any amendments to any Form U-1 seeking approval of EWG or FUCO financing and any Rule 24 certificates required thereunder, as well as a copy of Item 9 of Conectiv's Form U5S and Exhibits H and I thereof (commencing with the Form U5S to be filed for the calendar year in which the authorization therein requested is granted). (iv) None of the provisions of paragraph (b) of Rule 53 render paragraph (a) of that Rule unavailable for a transaction requiring Commission approval for the issuance and sale of a security by Conectiv for purposes other than the acquisition of an EWG or FUCO or other transactions by Conectiv or its subsidiaries other than with respect to EWGs or FUCOs. (A) Neither Conectiv nor any subsidiary of Conectiv having a book value exceeding 10% of Conectiv's consolidated retained earnings is the subject of any pending bankruptcy or similar proceeding. (B) As stated previously, Conectiv is in complete compliance with the August 17 Order, which dealt with the status of Conectiv's consolidated retained earnings. (C) Conectiv did not incur operating losses from direct or indirect investments in EWGs and FUCOs in 2001 in excess of 5% of Conectiv's September 30, 2001 consolidated retained earnings. ITEM 2. FEES, COMMISSIONS AND EXPENSES Miscellaneous expenses $1,500 ------ TOTAL $1,500 ITEM 3.APPLICABLE STATUTORY PROVISIONS Sections 6 and 7 of the Act and Rules 53 and 54 of the Act are applicable to the issuance of long-term debt by Conectiv. ITEM 4. REGULATORY APPROVAL No other regulatory agency has jurisdiction over the proposed transactions. ITEM 5. PROCEDURE Conectiv requests that the Commission issue its supplemental order with regard to the authorization requested in this Application as soon as possible. 6 Conectiv waives a recommended decision by a hearing officer or other responsible officer of the Commission; consents that the Staff of the Division of Investment Management may assist in the preparation of the Commission's order; and requests that there be no waiting period between the issuance of the Commission's order and its effectiveness. ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS (A) EXHIBITS: F-10 Opinion of counsel (filed herewith) H-5.1 Updated Conectiv Cash Flow and Capitalization Forecasts (filed herewith) (filed pursuant to a request for confidential treatment) H-5.2 Updated Delmarva Power & Light Company Cash Flow and Capitalization Forecasts (filed herewith) (filed pursuant to a request for confidential treatment) H-5.3 Updated Atlantic City Electric Company Cash Flow and Capitalization Forecasts (filed herewith) (filed pursuant to a request for confidential treatment) H-5.4 Updated Conectiv Energy Holding Company Cash Flow and Capitalization Forecasts (filed herewith) (filed pursuant to a request for confidential treatment) H-5.5 Forecast assumptions (filed herewith) (filed pursuant to a request for confidential treatment) 7 (B) FINANCIAL STATEMENTS: o FS-1 Conectiv Consolidated Balance Sheet, per books and proforma, as of September 30, 2001 (filed herewith) o FS-2 Conectiv Consolidated Income Statement, per books and proforma, for the period ended September 30, 2001 (filed herewith) o FS-3 Notes to Financial Statements (filed herewith) ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS The Commission's action in this matter will not constitute major federal action significantly affecting the quality of the human environment. No other federal agency has prepared or is preparing an environmental impact statement with regard to the proposed transactions. 8 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective Amendment No. 20 to Form U-1 to be signed on their behalf by the undersigned thereunto duly authorized. The signatures of the applicants and of the persons signing on their behalf are restricted to the information contained in this application that is pertinent to the application of the respective companies. DATE: March 22, 2002 CONECTIV ACE REIT, INC. ATE INVESTMENT, INC. ATS OPERATING SERVICES, INC. ATLANTIC CITY ELECTRIC COMPANY ATLANTIC GENERATION, INC. ATLANTIC JERSEY THERMAL SYSTEMS, INC. ATLANTIC SOUTHERN PROPERTIES, INC. BINGHAMTON GENERAL, INC. BINGHAMTON LIMITED, INC. CONECTIV ATLANTIC GENERATION, L.L.C. CONECTIV BETHLEHEM, INC. CONECTIV COMMUNICATIONS, INC. CONECTIV DELMARVA GENERATION, INC. CONECTIV ENERGY HOLDING COMPANY CONECTIV ENERGY SUPPLY, INC. CONECTIV MID-MERIT, INC. CONECTIV OPERATING SERVICES COMPANY CONECTIV PENNSYLVANIA GENERATION, INC. CONECTIV PLUMBING, L.L.C. CONECTIV PROPERTIES AND INVESTMENTS, INC. CONECTIV RESOURCE PARTNERS, INC. CONECTIV SERVICES, INC. CONECTIV SOLUTIONS LLC CONECTIV THERMAL SYSTEMS, INC. DCI I, INC. DCI II, INC. DCTC-BURNEY, INC. DELMARVA POWER & LIGHT COMPANY KING STREET ASSURANCE LTD. PEDRICK GEN., INC. VINELAND LIMITED, INC. VINELAND GENERAL, INC. By: /s/ Philip S. Reese -------------------------------- Philip S. Reese Vice President and Treasurer 9 EX-99.F.10 3 w58657ex99-f_10.txt OPINION OF COUNSEL Exhibit F-10 March 20, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D. C. 20549 Re: Conectiv SEC File No. 70-9095 Dear Sir or Madam: I am the Vice President, General Counsel and Secretary of Conectiv, a Delaware corporation ("Conectiv"), and have acted as its counsel in connection with the Application/Declaration on Form U-1 (File No. 70-9095) and post-effective amendment No. 20 (the "Amendment") filed with the Securities and Exchange Commission ("Commission") jointly by Conectiv, by two subsidiaries that are operating utility companies (Delmarva Power & Light Company ("DPL") and Atlantic City Electric Company ("ACE")), three recently formed public utility companies (Conectiv Delmarva Generation, Inc. ("CDG"), Conectiv Atlantic Generation, L.L.C. ("CAG") and Conectiv Pennsylvania Generation, Inc. ("CPGI"), and various direct and indirect nonutility subsidiaries named therein, including Conectiv Energy Holding Company ("CEH"), the parent company of CDG, and ACE REIT, Inc. ("ACE REIT"), the parent company of CAG(1) (each, an "Applicant" and collectively, the "Applicants"). The Application/ Declaration in File No. 70-9095 has been previously amended by Pre-Effective Amendments Nos. 1 through 3 and Post-Effective Amendments Nos. 1 through 19 (as so amended, the "Application"). Financing transactions were approved by Order dated February 26, 1998 (HCAR No. 26833) as supplemented by Orders dated August 21, 1998 (HCAR No. 26907), September 28, 1998 (HCAR No. 26921), October 21, 1998 (HCAR No. 26930), November 13, 1998 (HCAR No. 26941), December 14, 1999 (HCAR No. 27111), August 17, 2000 (HCAR No. 27213) and June 7, 2001 (HCAR No. 27415) (collectively, the "Financing Orders"). Pursuant to the Financing Orders, during the period ending September 30, 2003 (the "Authorization Period"), Conectiv is authorized, among other things, to: 1) issue short-term debt aggregating no more than $2.0 billion outstanding at any time during the Authorization Period; 2) issue up to an aggregate $250 million of long-term debt or common stock with a reservation of jurisdiction over the issuance of any long-term debt;(2) 3) issue up to $500 million of long-term debt subject to a reservation of - ------------ (1)Pursuant to the Order of the Commission (HCAR No. 35-27415; 70-9095) dated June 7, 2001, CEH and ACE REIT each would be deemed to be a registered holding company under Section 5 of the Act upon the establishment of any New Utility Subsidiary. The establishment of CPGI on January 18, 2002 as a direct public utility subsidiary of CEH has triggered this requirement. All reporting requirements under the Act for CEH and ACE REIT will be subsumed in the reporting requirements for Conectiv. (2) Conectiv has two authorizations under the Financing Orders with regard to the issuance of long-term debt and common stock. The first authorization permits Conectiv to issue up to an aggregate of $500 million of long-term debt and common stock (HCAR No. 26833; 70-9095, dated February 26, 1998). Conectiv has issued $250 million of long-term debt pursuant to this authorization. Since the Commission has reserved jurisdiction over any further issuance of long-term debt by Conectiv, the only remaining option, without removal of the reservation of jurisdiction, is for Conectiv to issue up to $250 million of common stock. The second authorization permits Conectiv to issue up to $500 million of long-term debt with the jurisdiction;(3) and 4) enter into guarantees, obtain letters of credit, enter into expense agreements or otherwise provide credit support to the obligations of Subsidiaries and unaffiliated third parties in an aggregate amount not to exceed $1.5 billion. Financings authorized pursuant to the Financing Orders are subject to certain limitations contained, as described in the Amendment. By the Amendment, Applicants request authorization for the removal of the reservations of jurisdiction by the Commission with regard to the issuance of up to $750 million of long-term debt by Conectiv. I am a member of the bar of the State of Delaware, the state in which DPL and certain of the other utility and nonutility subsidiaries are incorporated or qualified to do business. I am also a member of the bar of the Commonwealth of Virginia, a state in which DPL is also incorporated and in which certain of the subsidiaries named in the Application are authorized to do business. I am not a member of the bars of the States of New Jersey (in which ACE is incorporated) or Maryland or the Commonwealth of Pennsylvania, states in which certain of the subsidiaries named in the Application are incorporated or qualified to do business. I do not hold myself out as an expert in the laws of any state other than Delaware or Virginia, although I have consulted and will consult with counsel to Conectiv who are experts in such laws. For purposes of this opinion, to the extent I deemed necessary, I have relied on advice from counsel employed or retained by Conectiv who are members of the bars of the States of Maryland and New Jersey and the Commonwealth of Pennsylvania. In connection with this opinion, I, or attorneys in whom I have confidence, have examined originals or copies, certified or otherwise identified to my satisfaction, of such records of Conectiv and such other documents, certificates and corporate or other records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In my examination, I or they have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. As to various questions of fact material to such opinions, I have relied, when relevant facts were not independently established, upon statements contained in the Application. The opinions expressed below in respect of the proposed issuance of long-term debt are subject to the following assumptions, qualifications, limitations, conditions and exceptions: Each issuance of long-term debt shall have been duly authorized and approved to the extent required by the governing documents of Conectiv and applicable state laws by the Board of Directors of Conectiv and any consideration to be received in exchange for each such issuance of long-term debt as provided in such resolutions shall have been received and the long-term debt properly executed and issued as provided in said resolutions. The Commission shall have duly entered an appropriate order or orders granting and permitting the Application to become effective under the Act and the rules and regulations thereunder and the proposed issuance of long-term debt (whether in one or more transactions) described in the Application (the "Proposed Issuance") is consummated in accordance with Application. - ------------ proceeds being used to reduce short-term debt (HCAR No. 27111; 70-9095, dated December 14, 1999). The Commission has also reserved jurisdiction over this issuance of long-term debt by Conectiv. (3) See the preceding footnote. If any long-term debt is issued by Conectiv in a public offering, registration statements shall have become effective pursuant to the Securities Act of 1933, as amended; no stop order shall have been entered with respect thereto; and the issuance of the securities shall have been consummated in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. Conectiv shall have obtained all consents, waivers and releases, if any, required for the issuance of long-term debt under all applicable governing documents, contracts, agreements, debt instruments, indentures, franchises, licenses and permits. No act or event other than as described herein shall have occurred subsequent to the date hereof which would change the opinions expressed above. Based on the foregoing, and subject to the assumptions and conditions set forth herein, I am of the opinion that, in the event the Proposed Issuance is consummated in accordance with the Application: All state laws applicable to the Proposed Issuance will have been complied with; however, I express no opinion as to the need to comply with state blue-sky laws. Conectiv is now and will, at the time of the Proposed Issuance, be validly organized and duly existing under the laws of the jurisdiction in which Conectiv is domiciled. The long-term debt issued by Conectiv will be a valid and binding obligation of Conectiv in accordance with its terms, except to the extent such enforceability may be limited (i) by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or (ii) by applicable principles of equity (regardless of whether such principles are applied in a proceeding at law or in equity). The consummation of the Proposed Issuance will not violate the legal rights of the holders of any securities issued by any Applicant or any associate company thereof. I hereby consent to the use of this opinion in connection with the Application. Very truly yours, /s/Peter F. Clark ---------------------------------- Peter F. Clark EX-99.F.S.1 4 w58657ex99-f_s1.txt CONSOLIDATED BALANCED SHEET AS OF 9/31/2001 FS-1 Page 1 of 2 CONECTIV ACTUAL AND PRO FORMA CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2001 (DOLLARS IN THOUSANDS) (UNAUDITED)
PRO FORMA ACTUAL ADJUSTMENTS PRO FORMA ------------------ ------------------- ----------------- ASSETS CURRENT ASSETS Cash and cash equivalents $49,746 $49,746 Accounts receivable, net of allowances of 825,590 825,590 Allowance for Doubtful Accounts (46,868) (46,868) Inventories, at average cost 112,876 112,876 Deferred energy supply costs 27,080 27,080 Prepayments 42,467 42,467 Deferred income taxes, net 2,136 2,136 ----------- ----------- ---------- 1,013,027 - 1,013,027 ------------ ----------- ---------- INVESTMENTS Investment in leveraged leases 50,807 50,807 Funds held by trustee 128,181 128,181 Other investments 54,941 54,941 ------------ ----------- ---------- 233,929 - 233,929 ------------ ----------- ---------- PROPERTY, PLANT AND EQUIPMENT Electric generation 1,050,904 1,050,904 Electric transmission and distribution 2,773,413 2,773,413 Gas transmission and distribution 288,196 288,196 Other electric and gas facilities 363,435 363,435 Telecommunications, thermal systems, and other property, plant, and equipment 213,222 213,222 ------------ ----------- ---------- 4,689,170 - 4,689,170 Less: Accumulated depreciation 1,892,067 1,892,067 ------------ ----------- ---------- Net plant in service 2,797,103 - 2,797,103 Construction work-in-progress 465,117 465,117 Leased nuclear fuel, at amortized cost 19,549 19,549 Goodwill, net of accumulated amortization of $40,480 333,057 333,057 ------------ ----------- ---------- 3,614,826 - 3,614,826 ------------ ----------- ---------- DEFERRED CHARGES AND OTHER ASSETS Recoverable stranded costs, net 955,362 955,362 Deferred recoverable income taxes 73,571 73,571 Deferred energy supply costs 93,206 93,206 Deferred debt extinguishment costs 30,240 30,240 Deferred other postretirement benefit costs 28,107 28,107 Prepaid pension costs 86,939 86,939 Unamortized debt expense 27,175 27,175 License fees 20,925 20,925 Other 82,661 82,661 ------------ ----------- ---------- 1,398,186 - 1,398,186 ------------ ----------- ---------- TOTAL ASSETS $6,259,968 - $6,259,968 ============ =========== ==========
FS-1 Page 2 of 2 CONECTIV ACTUAL AND PRO FORMA CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2001 (DOLLARS IN THOUSANDS) (UNAUDITED)
PRO FORMA ACTUAL ADJUSTMENTS PRO FORMA ------------------ ------------------- ----------------- CAPITALIZATION AND LIABILITIES CURRENT LIABILITIES Short-term debt $829,031 ($750,000) (1) $79,031 Long-term debt due within one year 226,071 226,071 Variable rate demand bonds 158,430 158,430 Accounts payable 382,286 382,286 Taxes accrued 129,923 129,923 Interest accrued 38,150 38,150 Dividends payable 24,033 24,033 Deferred energy supply costs - - Current capital lease obligation 15,605 15,605 Above-market purchased energy contracts and other electric restructuring liabilities 23,274 23,274 Other 118,167 118,167 ---------- ---------- ---------- 1,944,970 (750,000) 1,194,970 ---------- ---------- ---------- DEFERRED CREDITS AND OTHER LIABILITIES Other postretirement benefits obligation 94,066 94,066 Deferred income taxes, net 767,230 767,230 Deferred investment tax credits 55,529 55,529 Regulatory liability for New Jersey income tax benefit 49,262 49,262 Above-market purchased energy contracts and other electric restructuring liabilities 90,548 90,548 Deferred gain on termination of purchased energy contract - - Derivative instruments 119,915 119,915 Other 62,277 62,277 ---------- ---------- ---------- 1,238,827 - 1,238,827 ---------- ---------- ---------- CAPITALIZATION Common stock: $0.01 per share par value; 150,000,000 shares authorized; shares outstanding - - 82,957,613 actual and pro forma 830 830 Class A common stock, $0.01 per share par value; 10,000,000 shares authorized; shares outstanding - - 5,742,315 actual and pro forma 57 57 Additional paid-in capital - - common stock 1,027,795 1,027,795 Additional paid-in capital - - Class A common stock 93,738 93,738 Retained earnings 217,987 217,987 Unearned compensation (2,073) (2,073) Accumulated other comprehensive income (76,705) (76,705) ---------- ---------- ---------- Total common stockholders' equity 1,261,629 - 1,261,629 Preferred stock and securities of subsidiaries: Not subject to mandatory redemption 36,063 36,063 Subject to mandatory redemption 177,450 177,450 Long-term debt 1,601,029 750,000 (1) 2,351,029 ---------- ---------- ---------- 3,076,171 750,000 3,826,171 ---------- ---------- ---------- Commitments and Contingencies ---------- ---------- ---------- TOTAL CAPITALIZATION AND LIABILITIES $6,259,968 - $6,259,968 ========== ========== ===========
EX-99.F.S.2 5 w58657ex99-f_s2.txt CONSOLIDATED STATEMENT OF INCOME ENDED 9/30/2001 FS-2 Page 1 of 2 CONECTIV ACTUAL AND PRO FORMA CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
PRO FORMA ACTUAL ADJUSTMENTS PRO FORMA -------------- --------------- --------------- OPERATING REVENUES Electric $2,944,253 $2,944,253 Gain on sales of electric generating plants 297,140 297,140 Gas 1,328,824 1,328,824 Other services 391,810 391,810 ---------- -------- ---------- 4,962,027 - 4,962,027 ---------- -------- ---------- OPERATING EXPENSES Electric fuel and purchased energy and capacity 2,026,097 2,026,097 Gas purchased 1,304,425 1,304,425 Other services' cost of sales 328,441 328,441 Special charges - - Operation and maintenance 374,146 374,146 Depreciation and amortization 175,559 175,559 Taxes other than income taxes 59,246 59,246 ---------- -------- ---------- 4,267,914 - 4,267,914 ---------- -------- ---------- OPERATING INCOME 694,113 - 694,113 ---------- -------- ---------- OTHER INCOME 74,291 74,291 ---------- -------- ---------- INTEREST EXPENSE Interest charges 146,730 19,687 (2) 166,417 Capitalized interest and allowance for borrowed funds used during construction (12,958) (12,958) ---------- -------- ---------- 133,772 19,687 153,459 ---------- -------- ---------- PREFERRED STOCK DIVIDEND REQUIREMENTS OF SUBSIDIARIES 14,689 14,689 ---------- -------- ---------- INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 619,943 (19,687) 600,256 INCOME TAXES 253,401 (6,890) (3) 246,511 ---------- -------- ---------- INCOME FROM CONTINUING OPERATIONS 366,542 (12,797) 353,745 DISCONTINUED TELECOMMUNICATION OPERATIONS LOSS FROM OPERATIONS, NET OF INCOME TAXES (7,696) (7,696) LOSS FROM DISPOSAL, NET OF INCOME TAXES (118,788) (118,788) ---------- -------- ---------- INCOME BEFORE EXTRAORDINARY ITEM 240,058 (12,797) 227,261 EXTRAORDINARY ITEM--LOSS ON EXTINGUISHMENT OF DEBT (NET OF $1,885 OF INCOME TAXES) (2,790) (2,790) ---------- -------- ---------- NET INCOME $237,268 $(12,797) $224,471 ========== ======== ==========
(Continued on following page) FS-2 Page 2 of 2 CONECTIV ACTUAL AND PRO FORMA CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
PRO FORMA ACTUAL ADJUSTMENTS PRO FORMA -------------- --------------- --------------- EARNINGS (LOSS) APPLICABLE TO COMMON STOCK Common stock Continuing operations $356,365 $(12,797) $343,568 Discontinued telecommunication operations Loss from operations (7,696) - (7,696) Loss from disposal (118,788) - (118,788) Extraordinary item, loss on extinguishment of debt (2,790) - (2,790) Class A common stock 10,177 - 10,177 ---------- -------- ---------- $237,268 $(12,797) $224,471 ========== ======== ========== COMMON STOCK AVERAGE SHARES OUTSTANDING (000) Common stock 82,704 82,704 Class A common stock 5,742 5,742 BASIC EARNINGS (LOSS) PER AVERAGE SHARE OF COMMON STOCK Continuing operations $4.31 $4.15 Discontinued telecommunication operations Loss from operations $(0.09) $(0.09) Loss from disposal $(1.44) $(1.44) Extraordinary item--loss on extinguishment of debt $(0.03) $(0.03) BASIC AND DILUTED EARNINGS PER AVERAGE SHARE OF CLASS A COMMON STOCK $1.77 $1.77 DILUTED EARNINGS PER AVERAGE SHARE OF COMMON STOCK FROM CONTINUING OPERATIONS $4.29 $4.13 DIVIDENDS DECLARED PER SHARE Common stock $0.66 $0.66 Class A common stock $1.30 $1.30
EX-99.F.S.3 6 w58657ex99-f_s3.txt PRO FORMA NOTES FS-3 PRO FORMA NOTES (1) Represents the issuance of $750 million of long-term debt at 6.0%. The proceeds from the issuance of the long-term debt were assumed to be used to payoff $750 million of short-term debt with a 2.5% interest rate. (2) Represents the additional interest expense resulting from the issuance of $750 million of 6.0% long-term debt and the redemption of $750 million of 2.5% short-term debt. (3) Represents the federal tax benefit, at 35%, of the additional interest expense. EX-99.H.5.1 7 w58657ex99-h_51.txt CONECTIV PROJECTION WITH SECURITIZATION CASH FLOW Exhibit H-5.1 Page 1 of 2 CONECTIV PROJECTION WITH SECURITIZATION CASH FLOW
Quarter Ending ---------------------------------------------------------------- 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 --------- --------- --------- ---------- ---- Net Income * * * * * Other * * * * * ---------------------------------------------------------------- Net Cash From Operations * * * * * Capital Expenditures * * * * * Sale of Assets * * * * * ---------------------------------------------------------------- Net Cash Used in Investing * * * * * Short-Term Debt * * * * * Construction Loan * * * * * Long-Term Debt * * * * * Securitization Debt (including * * * * * maturity) Preferred Stock * * * * * Preferred Dividends * * * * * Common Dividends * * * * * ---------------------------------------------------------------- Net Cash Provided by Financing * * * * * Net Change in Cash * * * * * Cash & Cash Equivalents * * * * * *
FILED UNDER REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 104(B) OF THE PUBLIC UTILITY HOLDING COMPANY ACT. Exhibit H-5.1 Page 2 of 2 CONECTIV PROJECTION CAPITALIZATION
(Excluding securitization) 12/31/2001 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 ---------- --------- --------- --------- ---------- ---- SHORT-TERM DEBT * * * * * * CONSTRUCTION LOAN * * * * * * LONG-TERM DEBT * * * * * * SECURITIZATION DEBT * * * * * * --------------------------------------------------------------------------------- TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * * * * * * * COMMON STOCK & APIC * * * * * * RETAINED EARNINGS * * * * * * --------------------------------------------------------------------------------- COMMON EQUITY * * * * * * --------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * ================================================================================= TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * COMMON EQUITY * * * * * * --------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * =================================================================================
(Including securitization) 12/31/2001 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 ---------- --------- --------- --------- ---------- ---- SHORT-TERM DEBT * * * * * * CONSTRUCTION LOAN * * * * * * LONG-TERM DEBT * * * * * * SECURITIZATION DEBT * * * * * * --------------------------------------------------------------------------------- TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * * * * * * * COMMON STOCK & APIC * * * * * * RETAINED EARNINGS * * * * * * --------------------------------------------------------------------------------- COMMON EQUITY * * * * * * --------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * ================================================================================= TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * COMMON EQUITY * * * * * * --------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * =================================================================================
FILED UNDER REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 104(B) OF THE PUBLIC UTILITY HOLDING COMPANY ACT. EX-99.H.5.2 8 w58657ex99-h_52.txt DELMARVA POWER & LIGHT CO. PROJECTION CASH FLOW Exhibit H-5.2 Page 1 of 2 DELMARVA POWER & LIGHT COMPANY PROJECTION CASH FLOW
Quarter Ending ---------------------------------------------------------------- 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 --------- --------- --------- ---------- ---- Net Income * * * * * Other * * * * * ---------------------------------------------------------------- Net Cash From Operations * * * * * Capital Expenditures * * * * * Sale of Assets * * * * * ---------------------------------------------------------------- Net Cash Used in Investing * * * * * Short-Term Debt * * * * * Long-Term Debt * * * * * Securitization Debt * * * * * Preferred Stock * * * * * APIC - Common Stock * * * * * Preferred Dividends * * * * * Common Dividends * * * * * ---------------------------------------------------------------- Net Cash Provided by Financing * * * * * Net Change in Cash * * * * * Cash & Cash Equivalents * * * * * *
FILED UNDER REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 104(B) OF THE PUBLIC UTILITY HOLDING COMPANY ACT. Exhibit H-5.2 Page 2 of 2 DELMARVA POWER & LIGHT COMPANY PROJECTION CAPITALIZATION
12/31/2001 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 ---------- --------- --------- --------- ---------- ---- SHORT-TERM DEBT * * * * * * LONG-TERM DEBT * * * * * * ----------------------------------------------------------------------------------- TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * * * * * * * COMMON STOCK & APIC * * * * * * RETAINED EARNINGS * * * * * * ----------------------------------------------------------------------------------- COMMON EQUITY * * * * * * ----------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * =================================================================================== TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * COMMON EQUITY * * * * * * ----------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * ===================================================================================
FILED UNDER REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 104(B) OF THE PUBLIC UTILITY HOLDING COMPANY ACT. EX-99.H.5.3 9 w58657ex99-h_53.txt ATLANTIC CITY ELECTRIC CO. PROJECTION CASH FLOW Exhibit H-5.3 Page 1 of 2 ATLANTIC CITY ELECTRIC COMPANY PROJECTION WITH SECURITIZATION CASH FLOW
Quarter Ending ---------------------------------------------------------------- 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 --------- --------- --------- ---------- ---- Net Income * * * * * Other * * * * * ---------------------------------------------------------------- Net Cash From Operations * * * * * Capital Expenditures * * * * * Sale of Assets * * * * * ---------------------------------------------------------------- Net Cash Used in Investing * * * * * Short-Term Debt * * * * * Long-Term Debt * * * * * Securitization Debt (including maturity) * * * * * APIC - Common Stock * * * * * Preferred Stock * * * * * Preferred Dividends * * * * * Common Dividends * * * * * ---------------------------------------------------------------- Net Cash Provided by Financing * * * * * Net Change in Cash * * * * * Cash & Cash Equivalents * * * * * *
FILED UNDER REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 104(B) OF THE PUBLIC UTILITY HOLDING COMPANY ACT. Exhibit H-5.3 Page 2 of 2 ATLANTIC CITY ELECTRIC COMPANY PROJECTION CAPITALIZATION
(Excluding securitization) 12/31/2001 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 ---------- --------- --------- --------- ---------- ---- SHORT-TERM DEBT * * * * * * LONG-TERM DEBT * * * * * * SECURITIZATION DEBT * * * * * * --------------------------------------------------------------------------------- TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * COMMON STOCK & APIC * * * * * * RETAINED EARNINGS * * * * * * --------------------------------------------------------------------------------- COMMON EQUITY * * * * * * TOTAL CAPITALIZATION * * * * * * ================================================================================= TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * COMMON EQUITY * * * * * * --------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * =================================================================================
(Including securitization) 12/31/2001 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 ---------- --------- --------- --------- ---------- ---- SHORT-TERM DEBT * * * * * * LONG-TERM DEBT * * * * * * SECURITIZATION DEBT * * * * * * --------------------------------------------------------------------------------- TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * COMMON STOCK & APIC * * * * * * RETAINED EARNINGS * * * * * * --------------------------------------------------------------------------------- COMMON EQUITY * * * * * * TOTAL CAPITALIZATION * * * * * * ================================================================================= TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * COMMON EQUITY * * * * * * --------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * =================================================================================
FILED UNDER REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 104(B) OF THE PUBLIC UTILITY HOLDING COMPANY ACT. EX-99.H.5.4 10 w58657ex99-h_54.txt CONECTIV ENGERGY HOLDING PROJECTION CASH FLOW Exhibit H-5.4 Page 1 of 2 CONECTIV ENERGY HOLDING PROJECTION CASH FLOW
Quarter Ending ---------------------------------------------------------------- 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 --------- --------- --------- ---------- ---- Net Income * * * * * Other * * * * * Net Cash From Operations * * * * * Capital Expenditures * * * * * Sale of Assets * * * * * Net Cash Used in Investing * * * * * Money Pool Borrowing * * * * * Construction Loan * * * * * Long-Term Debt * * * * * Securitization Debt * * * * * APIC - Common Stock * * * * * Preferred Stock * * * * * Preferred Dividends * * * * * Common Dividends * * * * * Net Cash Provided by Financing * * * * * Net Change in Cash * * * * * Cash & Cash Equivalents * * * * * *
FILED UNDER REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 104(B) OF THE PUBLIC UTILITY HOLDING COMPANY ACT. Exhibit H-5.4 Page 2 of 2 CONECTIV ENERGY HOLDING PROJECTION CAPITALIZATION
12/31/2001 3/31/2002 6/30/2002 9/30/2002 12/31/2002 2003 ---------- --------- --------- --------- ---------- ---- MONEY POOL * * * * * * CONSTRUCTION LOAN * * * * * * LONG-TERM DEBT * * * * * * -------------------------------------------------------------------------------- TOTAL DEBT * * * * * * * * * * * * PREFERRED STOCK * * * * * * * * * * * * COMMON STOCK & APIC * * * * * * RETAINED EARNINGS * * * * * * -------------------------------------------------------------------------------- COMMON EQUITY * * * * * * -------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * ================================================================================ TOTAL DEBT * * * * * * PREFERRED STOCK * * * * * * COMMON EQUITY * * * * * * -------------------------------------------------------------------------------- TOTAL CAPITALIZATION * * * * * * =================================================================================
FILED UNDER REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 104(B) OF THE PUBLIC UTILITY HOLDING COMPANY ACT. EX-99.H.5.5 11 w58657ex99-h_55.txt CONECTIV PROJECTION ASSUMPTIONS FOR PEA #20 CONECTIV PROJECTION ASSUMPTIONS FOR PEA #20 CONECTIV Long-term debt * Short-term debt reduction * CONECTIV ENERGY HOLDING COMPANY Genco Bond Issue * ATLANTIC CITY ELECTRIC COMPANY Asset sales: Fossils * Securitization (1): Nukes & Nugs * Fossils * Securitization debt balances: 2002 * 2003 * Debt repurchase 2002 * 2003 * Preferred stock repurchase 2002 * Special dividends 2002 * 2003 * (1) * Filed under Request for Confidential Treatment Pursuant to Rule 104(b) of the Public Utility Holding Company Act. -----END PRIVACY-ENHANCED MESSAGE-----