-----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, LmtzfelX9lcrdTWJSa0ivVRjuOvDh/zbei21IUFSxyfsFpTLUcu8fXJM2s805Qpw mGttHcQgshTa6Yv8ZM+VTQ== 0000893220-98-001662.txt : 19981103 0000893220-98-001662.hdr.sgml : 19981103 ACCESSION NUMBER: 0000893220-98-001662 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981102 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONECTIV INC 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13895 FILM NUMBER: 98736262 BUSINESS ADDRESS: STREET 1: 800 KING STREET P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 3024293448 MAIL ADDRESS: STREET 1: 800 KING ST STREET 2: P O BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 8-K 1 CONECTIV FORM 8-K DATED 11/02/98 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTIONS 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 2, 1998 CONECTIV (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Delaware 1-13895 51-0377417 (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 800 King Street, P.O. Box 231, Wilmington, Delaware 19899 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's Telephone Number, Including Area Code 302-429-3114 None (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 1 2 ITEM 5. OTHER EVENTS On October 29, 1998, the Company issued a press release announcing the Company's Third Quarter 1998 results. A copy of the press release is attached hereto as Exhibit 99(a) and is incorporated herein in its entirety. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits A press release announcing the Company's Third Quarter 1998 results. 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 (Registrant) Date: November 2, 1998 /s/ L.M. Walters ------------------------------ Treasurer 3 4 EXHIBIT INDEX 99(a) - Press release announcing the Company's Third Quarter 1998 results. 4 EX-99.A 2 PRESS RELEASE 1 [CONECTIV LOGO] CONECTIV ANNOUNCES THIRD QUARTER 1998 RESULTS Contact: Bob Marshall, Investor Relations 302-429-3114 Ted Caddell, Public Affairs 302-429-3264 OCTOBER 29, 1998 FOR IMMEDIATE RELEASE Wilmington DE - Conectiv (NYSE: CIV) today announced earnings for the third quarter and year-to-date periods ending September 30, 1998. Conectiv earnings applicable to common stock for the third quarter 1998 were $84.2 million, or $0.83 per basic and diluted common share compared with $38.3 million or $0.63 per basic and diluted common share for the third quarter of 1997. Reported results for the third quarter of 1998 reflect the combined performance of Delmarva Power & Light and Atlantic Energy which merged on March 1, 1998 and are based on 101 million average shares outstanding, compared with 61.2 million average shares in the third quarter of 1997. On a consolidated basis, third quarter 1998 basic earnings per common share were $0.83, compared with third quarter 1997 proforma basic earnings per common share of $0.71. The 1998 results reflect an increase in utility earnings due to higher weather-related net electric revenues and lower operating and maintenance expenses, offset in part by continued investment in new competitive businesses. "Conectiv is leading the way in the region providing high quality, essential services for homes and businesses, including energy, telecommunications, heating, cooling and plumbing 5 2 services," said Howard Cosgrove, Chairman and CEO of Conectiv. "The third quarter 1998 results saw higher, weather-related net electric revenues and lower operations and maintenance expenses in our core utility business. The utility results were partially offset by investments in new businesses, which continue to perform on plan," said Cosgrove. "As the energy services markets become competitive, we continue to look for new and innovative ways to reach more people with our essential services," Cosgrove said. "Conectiv has received key endorsements from area organizations such as the Building Owners and Managers Association (BOMA) of Philadelphia and the Energy Cooperative Association of Pennsylvania, Conectiv is also partnering with AAA Mid-Atlantic to offer new telecommunications and home service programs exclusively to AAA members." Conectiv was created through the merger of Delmarva Power & Light Company and Atlantic Energy, Inc. on March 1, 1998. The merger has been accounted for using the purchase method of accounting, with Delmarva as the acquirer. The Conectiv family of companies includes Delmarva, Atlantic, Conectiv Communications (telecommunications), Conectiv Services (HVAC services), Conectiv Energy (retail electric and gas), Conectiv Solutions (energy services) and Conectiv Thermal (district heating/cooling). 6 3 CONECTIV - -------------------------------------------------------------------------------- (Dollars in Thousands, except per share amounts) (Unaudited)
Three Months Ended Nine Months Ended September 30, September 30, ------------------ ----------------- 1998 1997 1998 1997 ---- ---- ---- ---- Operating Revenues $1,012,479 $ 400,502 $2,200,109 $1,057,549 ---------- ---------- ---------- ---------- Operating Income $ 200,755 $ 85,509 $ 332,347 $ 200,035 ---------- ---------- ---------- ---------- Net Income $ 93,668 $ 38,319 $ 129,034 $ 79,810 ---------- ---------- ---------- ---------- Earnings applicable to common stock Common stock $ 84,221 $ 38,319 $ 117,395 $ 79,810 Class A common stock 9,447 -- 11,639 -- ---------- ---------- ---------- ---------- $ 93,668 $ 38,319 $ 129,034 $ 79,810 ========== ========== ========== ========== Average shares outstanding (000) Common stock 101,011 61,247 92,253 61,093 Class A common stock 6,561 -- 6,561 -- Earnings per average share--basic and diluted Common stock $ 0.83 $ 0.63 $ 1.27 $ 1.31 Class A common stock $ 1.44 -- $ 1.77 -- Dividends declared per share Common stock $ 0.385 $ 0.385 $ 1.155 $ 1.155 Class A common stock $ 0.80 -- $ 2.40 --
Note: For the nine months ended September 30, 1998, employee separation and other merger-related costs reduced operating income, net income, and earnings per average common share by $27.1 million, $16.4 million, and $0.18, respectively. The merger was accounted for under the purchase method of accounting, with Delmarva Power & Light as the acquirer. Based on the merger date of March 1, 1998, the Consolidated Statement of Income for the nine months ended September 30, 1998 includes seven months of results operations for the Atlantic Companies. 7 -----END PRIVACY-ENHANCED MESSAGE-----