-----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, FYPRQVhfeixIgCY7yGJbMX2dVSuaaZZUnhPpSkh7NdZEcZAM+MBpJ8MGYePc+TKS DEf5F7mHa8kq2s5uWpTsbg== 0000893220-99-000854.txt : 19990729 0000893220-99-000854.hdr.sgml : 19990729 ACCESSION NUMBER: 0000893220-99-000854 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990727 ITEM INFORMATION: FILED AS OF DATE: 19990728 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: 99671562 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELMARVA POWER & LIGHT CO /DE/ CENTRAL INDEX KEY: 0000027879 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 510084283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01405 FILM NUMBER: 99671563 BUSINESS ADDRESS: STREET 1: 800 KING ST STREET 2: PO 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 8-K 1 FORM 8-K - JULY 27, 1999 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): July 27, 1999
Commission Registrant, State of Incorporation I.R. S. Employer File Number Address and Telephone Number Identification Number ----------- ---------------------------- --------------------- 1-13895 Conectiv (a Delaware Corporation) 51-0377417 800 King Street P.O. Box 231 Wilmington, Delaware 19899 Telephone (302) 429-3114 1-1405 Delmarva Power & Light Company 51-0084283 (a Delaware and Virginia Corporation) 800 King Street P.O. Box 231 Wilmington, Delaware 19899 Telephone (302) 429-3114
2 Item 5. OTHER EVENTS The following was released by the Company on July 27, 1999: [GRAPHIC] Contact: Bob Marshall, Investor Relations 302-429-3114 Ted Caddell, Public Affairs 302-429-3264 Conectiv Posts Earnings Per Share of $0.31 For Second Quarter 1999 July 27, 1999 FOR IMMEDIATE RELEASE Wilmington, DE - Conectiv (NYSE: CIV) today reported earnings of $0.31 per Common Share for the second quarter ended June 30, 1999, a 10.7% increase when compared with adjusted earnings per Common Share of $0.28 for the same period last year. The prior year's second quarter reflects a non-recurring gain for settling employee severance arrangements of $0.09 per Common Share. Including that non-recurring gain, earnings were $0.37 per Common Share for the second quarter of 1998. "As a whole, our new businesses improved over last year and continue to perform according to plan. We are beginning to realize the fruits of our efforts in the competitive arena, with our HVAC and communications groups growing and becoming key contributors to our revenue growth, " said Howard E. Cosgrove, Chairman, President and CEO of Conectiv. "We are excited about the opening of the New Jersey electric markets on August 1st. Our New Jersey regulated customers will receive a price reduction of 10 percent over the next 2 (More) 3 four years, and have the ability to choose their energy provider. Our focus will continue to be to provide the same reliable services to our regulated customers, as well as growing revenues by providing additional vital services to all customers in the Mid-Atlantic region" said Cosgrove. "We believe Conectiv Energy, our competitive retail energy business, will make a powerful showing in the New Jersey market because of our name recognition, our successful track record in the Pennsylvania market, and our competitively-priced green power offering," Cosgrove said. Consolidated revenues for the second quarter of 1999 were $802.5 million, compared with $684.0 million for the same period last year. Net Income was $31.4 million in the second quarter of 1999, compared with an adjusted $30.7 million for the second quarter of 1998. For the six months ended June 30, 1999, reported earnings per Common Share were $0.78 , compared with $0.38 for the six months ended June 30, 1998, based upon 99.3 million and 87.9 million Common shares outstanding, respectively. Excluding unusual, nonrecurring items in both periods, adjusted earnings for the six months ended June 30, 1999 were $0.67 per Common share, compared with $0.56 per Common Share for the six months ended June 30, 1998. Conectiv (NYSE: CIV) provides vital products such as energy, energy consulting, heating and cooling, and telecommunications services to homes and businesses in the mid-Atlantic region. Copies of this release are available on the Conectiv website at www.conectiv.com 3 4 FORWARD-LOOKING STATEMENTS The Private Securities Litigation Reform Act of 1995 (the "Litigation Reform Act") provides a "safe harbor" for forward-looking statements to encourage such disclosures without the threat of litigation, provide those statements are identified as forward-looking and are accompanied by meaningful, cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Forward-looking statements have been made in this Press Release. Such statements are based on beliefs of Conectiv's (the "Company's") management ("Management") as well as assumptions made by and information currently available to Management. When used herein, the words "will," "anticipate," "estimate," "expect," "objective," and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following: deregulation of energy supply and telecommunications; the unbundling of delivery services; and increasingly competitive energy and telecommunications marketplace; results of any asset dispositions; sales retention and growth; federal and state regulatory actions; future litigation results; cost of construction; operating restrictions; increased costs and construction delays attributable to environmental regulations; nuclear decommissioning and the availability of reprocessing and storage facilities for spent nuclear fuel; and credit market concerns. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing list of factors pursuant to the Litigation Reform Act should not be construed as exhaustive or as admission regarding the adequacy of disclosures made prior to the effective date of the Litigation Reform Act. 4 (more) 5 CONECTIV -------- (Dollars in Thousands, except per share amounts) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, -------- -------- 1999 1998 1999 1998 ----- ----- ----- ---- Operating Revenues $ 802,480 $ 684,039 $1,749,065 $1,187,630 Net Income $ 31,359 $ 39,344 $ 80,054 $ 35,366 Earnings applicable to common stock Common stock $ 30,061 $ 37,310 $ 77,424 $ 33,174 Class A common stock 1,298 2,034 2,630 2,192 ---------- ---------- ---------- ---------- $ 31,359 $ 39,344 $ 80,054 $ 35,366 Average shares outstanding (000) Common stock 98,120 101,063 99,326 87,874 Class A common stock 6,408 6,561 6,484 6,561 Earnings per average share--basic and diluted Common stock $ 0.31 $ 0.37 $ 0.78 $ 0.38 Class A common stock $ 0.20 $ 0.31 $ 0.41 $ 0.33 Dividends declared per share Common stock $ 0.22 $ 0.385 $ 0.605 $ 0.77 Class A common stock $ 0.80 $ 0.80 $ 1.60 $ 1.60
Notes: - ------ (1) Net income for the six months ended June 30, 1999 includes $10.6 million ($0.11 per average common share) from Conectiv's equity in earnings of a venture capital fund which invests in energy-related technology and services companies, including internet service companies. (2) Enhanced retirement offers and other employee separation programs were utilized in 1998 to reduce the workforces of Conectiv's subsidiaries. 6 Shown below are the effects on 1998 interim operating results of employee separation costs, other Merger-related costs expensed, and the net gains which resulted from curtailments and settlements of pensions and other postretirement obligations. Three Months Six Months Ended Ended 6/30/98 6/30/98 Net Income (millions of dollars) $ 8.6 $ (16.0) Earnings Per Average Common Share $ 0.09 $ (0.18) (3) Conectiv's consolidated operating results for the six months ended June 30, 1998 include four months of operating results for Atlantic City Electric Company and the nonutility businesses formerly owned by Atlantic Energy, Inc., in accordance with the purchase method of accounting, and the Merger date of March 1, 1998. 6 7 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 Delmarva Power & Light Company Date: July 28, 1999 /s/Philip M. Reese ------------------------ Treasurer 7 7 -----END PRIVACY-ENHANCED MESSAGE-----