-----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, WXS42QViEV6goYQqvJP/HPdY6AzN/XJGgJlTQDF4G4wlXKe7EcPO7OUOv61U9vIK g7V3Lve6fcalvLQKav77Sw== 0000893220-98-001871.txt : 19981218 0000893220-98-001871.hdr.sgml : 19981218 ACCESSION NUMBER: 0000893220-98-001871 CONFORMED SUBMISSION TYPE: U-9C-3/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981217 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: U-9C-3/A SEC ACT: SEC FILE NUMBER: 074-00033 FILM NUMBER: 98771307 BUSINESS ADDRESS: STREET 1: 800 KING STREET 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 U-9C-3/A 1 QUARTERLY REPORT PURSUANT TO RULE 58 1 Filed with the Securities and Exchange Commission on December 17, 1998 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to 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, 1998 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 Louis M. Walters Treasurer Conectiv 800 King Street Wilmington, DE 19899 (302) 429-3525 2 Conectiv FORM U-9C-3 For the Quarter Ended September 30, 1998 Table of Contents ----------------- Page Item 1. Organization Chart 1 Item 2. Issuance's and Renewals of Securities and Capital Contributions 1 Item 3. Associated Transactions 1 Item 4. Summary of Aggregate Investment 2 Item 5. Other Investments 3 Item 6. Financial Statements and Exhibits 3 SIGNATURE 4 3 Item 1. - ORGANIZATION CHART
Percentage Energy or of Voting Name of Gas Related Date of State of Securities Reporting Company Company Organization Organization Held Nature of Business - ----------------- ------- ------------ ------------ ---- ------------------ Conectiv Petron Oil Corporation Energy- 8/22/80 PA 100% Energy Commodity related Marketing
Item 2. - ISSUANCE'S AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS CAPITAL CONTRIBUTIONS:
Principal Amount of Person to Whom Security Company Issuing Security Type of Security Issued Security Was Issued ------------------------ ----------------------- -------- ---------- Petron Oil Corporation Promissory Note * Conectiv
* Confidential Treatment Requested Item 3. - ASSOCIATED TRANSACTIONS Part I. - Transactions performed by reporting companies on behalf of associate companies.
Types of Direct Total Reporting Company Associate Company Services Costs amount Rendering Services Receiving Services Rendered Charged Billed - ------------------ ------------------ -------- ------- ------ Enerval L.L.C. Delmarva Power & Gas Sales * * Light Company
* Confidential Treatment Requested 1 4 Part II - Transactions performed by associate companies on behalf of reporting Companies.
Types of Direct Total Associate Company Reporting Company Services Costs amount Rendering Services Receiving Services Rendered Charged Billed - ------------------ ------------------ -------- ------- ------ Delmarva Power & Enerval L.L.C. Gas Sales * * Light Company Conectiv Resource Delmarva Operating Core Business * * Partners, Inc. Services Company Support Conectiv Resource Conectiv Energy Financial services * * Partners, Inc. Supply, Inc. Conectiv Resource Petron Oil Corporation Core Business * * Partners, Inc. support and Financial services Conectiv Resource Delmarva Services Inc. Core Business * * Partners, Inc. support and Financial and Corporate services Atlantic City Petron Oil Tank Storage * * Electric Company Corporation
* Confidential Treatment Requested Item 4. - SUMMARY OF AGGREGATE INVESTMENT
Investments in energy-related companies (in thousands): Total consolidated capitalization as of September 30, 1998 $3,949,039 Line 1 Total capitalization multiplied by 15% (Line 1 multiplied by 0.15) 592,356 Line 2 Greater of $50 million or line 2 592,356 Line 3 Total current aggregate investment: (categorized by major line of energy-related business) Energy-related business Category - Rule 58(b)(1)(v) * Total current aggregate investment * Line 4 --------- Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system * Line 5 (line 3 less line 4) ========= Investments in gas-related companies: NONE
* Confidential Treatment Requested 2 5 Item 5. - OTHER INVESTMENTS
Major Line of Energy- Other Investment in Other Investment in this Reason for Difference in Related Business Last U-9C-3 Report U-9C-3 Report Other Investment ---------------- ------------------ ------------- ---------------- NONE
Item 6. - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements: Exhibit A-1. Financial statements of Conectiv (incorporated by reference to the filing by Conectiv on Form 10-Q for the period ended September 30, 1998.) Exhibit A-2. Financial statements of Petron Oil Corporation B. Exhibits: Exhibit B-1.1 Sublease Agreement between Conectiv/CNE Energy Services, LLC and Petron Oil Corporation dated August 13, 1998 (includes lease agreement between Delmarva Power & Light Company and Conectiv/CNE Energy Services LLC dated August 13, 1998 as Exhibit A) (Confidential Treatment Requested). Exhibit B-1.2 Tank Storage Agreement between Petron Oil Corporation and Atlantic City Electric Company (Confidential Treatment Requested). Exhibit B-1.3 Service Agreement between Conectiv Resource Partners, Inc. and Conectiv Energy Supply, Inc. (formerly Delmarva Energy Company) dated March 1, 1998 Exhibit B-1.4 Service Agreement between Conectiv Resource Partners, Inc. and Delmarva Services Company dated March 1, 1998 (excludes appendixes A and B filed with Exhibit B-1.3 above) Exhibit B-2. Certificate of Conectiv. 3 6 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/ LOUIS M. WALTERS --------------------- Louis M. Walters Treasurer December 17, 1998 4 EX-99.A2 2 FINANCIAL STATEMENTS OF PETRON OIL 1 Exhibit A-2 PETRON CONSOLIDATED BALANCE SHEET (Dollars in Thousands) (Unaudited)
September 30, 1998 ------------- ASSETS CURRENT ASSETS Cash and cash equivalents * Accounts receivable * Inventory * Prepayments * ------------- * PROPERTY, PLANT, & EQUIPMENT, NET * ------------- GOODWILL & OTHER INTANGIBLES * ------------- DEFERRED CHARGES * ------------- TOTAL ASSETS * ============= CAPITALIZATION AND LIABILITIES CURRENT LIABILITIES Short-term debt * Accounts payable--general * Accounts payable to associated companies * Taxes accrued * Interest accrued * Other * ------------- * ------------- CAPITALIZATION Paid-in capital * Retained earnings * ------------- Total common stockholder's equity * Notes payable to Conectiv * ------------- * ------------- TOTAL CAPITALIZATION AND LIABILITIES * =============
* Confidential Treatment Requested 2 Exhibit A-2 PETRON CONSOLIDATED STATEMENTS OF INCOME (Dollars in Thousands) (Unaudited)
Three Months Nine Months Ended Ended 9/30/98 9/30/98 ------------ ----------- OPERATING REVENUES Other services * * Revenues from associated companies * * ------------ ----------- * * ------------ ----------- OPERATING EXPENSES Other services' cost of sales * * Operating expenses -- associated companies * * Operating expenses -- general * * Depreciation and amortization * * ------------ ----------- * * ------------ ----------- OPERATING INCOME * * ------------ ----------- OTHER INCOME * * ------------ ----------- INTEREST EXPENSE Borrowings from associated companies * * Short-term debt * * ------------ ----------- * * ------------ ----------- INCOME BEFORE INCOME TAXES * * ------------ ----------- INCOME TAXES * * ------------ ----------- NET INCOME * * ============ ===========
Note: - ----- Petron was acquired in March 1998 and the acquisition was recorded in the second quarter of 1998. Petron's operating results for March 1998 to September 1998, which are immaterial to Conectiv on a consolidated basis, are reflected in Conectiv's consolidated Statement of Income as shown above. * Confidential Treatment Requested EX-99.B1.1 3 SUBLEASE AGREEMENT CONECTIV/CNE ENERGY 1 Exhibit B-1.1 Exhibit B-1.1 Sublease Agreement between Conectiv/CNE Energy Services, LLC and Petron Oil Corporation dated August 13, 1998 (includes lease agreement between Delmarva Power & Light Company and Conectiv/CNI Energy Services LLC dated August 13, 1998 as Exhibit A) (Confidential Treatment Requested). 5 EX-99.B1.2 4 TANK STORAGE AGREEMENT (CONFIDENTIAL TREATMENT) 1 Exhibit B-1.2 Exhibit B-1.2 Tank Storage Agreement between Petron Oil Corporation and Atlantic City Electric Company (Confidential Treatment Requested). 6 EX-99.B2 5 CERTIFICATE OF CONECTIV 1 Exhibit B-2 CERTIFICATE ----------- I hereby certify that the Form U-9C-3 for Conectiv for the previous quarter has been provided to the state commissions listed below: Delaware Public Service Commission 861 Silver Lake Boulevard Cannon Building, Suite 100 Dover, DE 19904 Maryland Public Service Commission 6 St. Paul Centre, 16th Floor Baltimore, MD 21202 Virginia State Corporation Commission 1300 E. Main Street Tyler Building Richmond, VA 23219 Board of Public Utilities Two Gateway Center Newark, NJ 07102 CONECTIV BY: /s/ LOUIS M. WALTERS ------------------------ Louis M. Walters Treasurer Date: November 25, 1998 7 -----END PRIVACY-ENHANCED MESSAGE-----