-----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, ThnHnHvFqamAR/VrdLMC4SgnALIBwlHgCCjiD64iEiWa8V8UWCf9EuSj/AKflI2z VcIMsBNLGAorsZHdiePpDg== 0001021408-02-008756.txt : 20020625 0001021408-02-008756.hdr.sgml : 20020625 20020625090907 ACCESSION NUMBER: 0001021408-02-008756 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011230 FILED AS OF DATE: 20020625 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13895 FILM NUMBER: 02685939 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 11-K 1 d11k.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2001 [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-3559 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Conectiv Savings and Investment Plan 800 King Street P.O. Box 231 Wilmington, DE 19899 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Baron Asset Fund International Stock Fund Baron Capital Group T. Rowe Price Associates, Inc. 767 Fifth Avenue 100 East Pratt Street New York, NY 10153 Baltimore, MD 21202 Vanguard 500 Index Fund Conectiv Class A Common Stock Fund The Vanguard Group Conectiv P.O. Box 2600 800 King Street Valley Forge, PA 19482 Wilmington, DE 19899-0231 Vanguard Growth and Income Fund Conectiv Common Stock Fund The Vanguard Group Conectiv P.O. Box 2600 800 King Street Valley Forge, PA 19482 Wilmington, DE 19899-0231 Vanguard LifeStrategy Growth Fund Vanguard LifeStrategy Moderate Growth Fund The Vanguard Group The Vanguard Group P.O. Box 2600 P.O. Box 2600 Valley Forge, PA 19482 Valley Forge, PA 19482 Vanguard PRIMECAP Fund Vanguard Total Bond Market Index Fund The Vanguard Group The Vanguard Group P.O. Box 2600 P.O. Box 2600 Valley Forge, PA 19482 Valley Forge, PA 19482 Vanguard Windsor II Fund Vanguard Retirement Savings Trust The Vanguard Group The Vanguard Group P.O. Box 2600 P.O. Box 2600 Valley Forge, PA 19482 Valley Forge, PA 19482 Conectiv Stable Value Fund Conectiv 800 King Street Wilmington, DE 19899-0231 CONECTIV SAVINGS AND INVESTMENT PLAN Financial Statements as of and for the years ended December 30, 2001 and 2000 Additional information required for Form 5500 for the year ended December 30, 2001 CONECTIV SAVINGS AND INVESTMENT PLAN Table of Contents - -------------------------------------------------------------------------------- Page Number ----------- Report of Independent Accountants 1 Basic Financial Statements Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 - 8 Additional Information * Schedule I - Schedule of Assets (Held at End of Year) 9 Signature 10 * Other supplemental schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Report of Independent Accountants To the Participants and Administrator of Conectiv Savings and Investment Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Conectiv Savings and Investment Plan (the "Plan") at December 30, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP June 13, 2002 1 CONECTIV SAVINGS AND INVESTMENT PLAN Statements of Net Assets Available for Benefits - --------------------------------------------------------------------------------
As of December 30, 2001 2000 ----------------------------------------- Investments, at fair value Registered investment companies: Baron Asset Fund $ 4,827,177 $ 6,727,806 T. Rowe Price International Funds, Inc. 2,703,196 3,566,456 Vanguard 500 Index Fund * 30,225,380 * 36,436,337 Vanguard Growth and Income Fund * 87,335,893 * 107,921,466 Vanguard LifeStrategy Growth Fund 1,262,268 1,383,216 Vanguard LifeStrategy Moderate Growth Fund 5,127,455 5,561,446 Vanguard Mid-Cap Index Fund 1,092,454 - Vanguard PRIMECAP Fund * 18,049,564 * 21,033,631 Vanguard Small-Cap Index Fund 571,894 - Vanguard Total Bond Market Index Fund * 29,739,549 * 27,217,464 Vanguard Value Index Fund Investor Shares 654,794 - Vanguard Windsor II Fund 2,223,342 1,968,712 ----------------------------------------- 183,812,966 211,816,534 Conectiv Inc. Stable Value Fund * 19,331,945 * 20,179,895 Vanguard Retirement Savings Trust 11,428,415 7,835,695 Conectiv Class A Common Stock Fund 19,488 21,486 Conectiv Common Stock Fund * 58,107,714 * 48,209,080 Conectiv Class A ESOP Stock Fund 659,712 435,866 Conectiv PAYSOP Stock Fund * 21,775,162 * 19,295,328 Participant Loans 5,435,952 6,174,087 ----------------------------------------- Total investments 300,571,354 313,967,971 ----------------------------------------- Receivables Employer's contributions 122,037 290,556 Participants' contributions 375,661 931,843 Dividend receivables 291,933 286,473 ----------------------------------------- Total receivables 789,631 1,508,872 ----------------------------------------- Net assets available for benefits $ 301,360,985 $ 315,476,843 =========================================
* Represents 5% or more of net assets available for benefits. The accompanying notes are an integral part of the financial statements. 2 CONECTIV SAVINGS AND INVESTMENT PLAN Statements of Changes in Net Assets Available for Benefits - --------------------------------------------------------------------------------
Year Ended December 30, 2001 2000 ------------------------------ Additions Investment income: Interest and dividend income, investments $ 8,932,730 $ 15,752,937 Interest income, participant loans 515,700 573,551 Net depreciation in fair value of investments (6,528,543) (11,708,067) ------------------------------ 2,919,887 4,618,421 ------------------------------ Contributions: Employer 3,366,755 3,843,458 Participants 10,999,808 12,813,249 ------------------------------ 14,366,563 16,656,707 ------------------------------ Total additions 17,286,450 21,275,128 ------------------------------ Deductions Payment of benefits 29,805,900 29,409,315 Asset transfers out 1,596,408 - ------------------------------ Total deductions 31,402,308 29,409,315 ------------------------------ Net decrease (14,115,858) (8,134,187) Net assets available for plan benefits: Beginning of year 315,476,843 323,611,030 ------------------------------ End of year $ 301,360,985 $ 315,476,843 ==============================
The accompanying notes are an integral part of the financial statements. 3 CONECTIV SAVINGS AND INVESTMENT PLAN Notes to Financial Statements NOTE 1 - DESCRIPTION OF PLAN The following description of the Conectiv Savings and Investment Plan, a defined contribution plan, (the "Plan") provides only general information. Participants should refer to the Plan document for a more comprehensive description of the Plan's provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). General On March 1, 1998, Atlantic Energy, Inc., the former parent company of Atlantic City Electric Company, and Delmarva Power & Light Company consummated a merger transaction to form Conectiv (the "Merger"). As a consequence of the Merger, the Plan was renamed from Delmarva Power & Light Company Savings and Thrift Plan and the Atlantic Electric 401(k) Savings and Investment Plan - A (Management) to Conectiv Savings and Investment Plan effective July 1, 1998. In addition, the Employee Stock Ownership Plan ("ESOP") Accounts in the Plan result from the merger, as of November 1, 1998, of Delmarva Power & Light Company Payroll Based Employee Stock Ownership Plan and the Atlantic City Electric Company Employee Stock Ownership Plan with the Plan. Contributions Eligible employees, as defined by the Plan document, of Conectiv and subsidiaries (the "Company") may participate in the Plan. Participants may contribute from 1% to 20% of their base pay, with the Company contributing a matching amount equal to 50% of each participant's contributions up to 6% of the participant's base pay of any participant who is a Non-Bargaining Unit Employee or up to 5% of the base pay of any participant who is a Local 1238a Employee or a Local 1307a Employee. The Company may make its matching contribution, either by contribution of cash to purchase the Company's common stock or newly issued or purchased shares of the Company's common stock. The Plan includes a 401(k) option, which allows participants to defer income taxes on their before-tax contributions until such contributions and earnings are withdrawn from the Plan. Participants may elect to contribute on an after-tax or before-tax basis and to invest their contributions among the investment funds at their discretion, in increments of 5%. Dividends earned on the Company common stock invested for the benefit of participants is reinvested in Company common stock, which may, at the Company's option, be purchased by the Plan trustee on the open market or from the Company. A participant who is at least 55 years old with at least 10 years of service and who has been a participant of the Plan and/or prior Plans for 5 years may direct a percentage of his common stock balance, with certain limitations, to be transferred to any investment fund or funds available. Participant Accounts Each participant's account is credited with the participant's contribution, the Company's contribution, and an allocation of Plan earnings. Allocations are based on participant account balances, as defined in the Plan. Vesting Upon enrollment in the Plan, participants are fully vested at all times in all amounts held in their accounts. Participant Loans The Plan allows participants to obtain loans from their individual accounts. Participants may borrow up to 50% of their account balance subject to a minimum loan of $1,000 and a maximum of $50,000. Loans have terms from one to five years and bear interest at the average rate charged by at least three financial institutions selected by the Plan Committee for comparable loans, originating on the first business day of the month in which the Plan loan is made, ranging between 7.4% and 10.3% at December 30, 2001. Principal 4 CONECTIV SAVINGS AND INVESTMENT PLAN Notes to Financial Statements and interest is paid ratably through payroll deductions or by prepayment in a lump sum. A participant may not have more than two loans outstanding at any time. A participant may pre-pay a loan at any time without penalty. A participant's loan is repayable within a maximum of five years or immediately upon termination of employment. Loans are secured by a lien on the participant's interest in the Plan. Payment of Benefits If a participant retires, dies, becomes permanently disabled, or otherwise separates from the Company, the participant or participant's beneficiary is entitled to the full amount of his account as valued on the applicable valuation date. In the event of a participant's death, distribution of his account will be made as soon as administratively practicable upon the receipt of appropriate documentation from his designated beneficiary. Distributions for reasons of retirement, permanent disability or termination will be made upon written request. Distributions of a participant's account may be made in (1) a lump sum cash payment (2) in regular installments for a period not exceeding the joint and survivor life expectancy of the participant and his or her spouse or other beneficiary (3) partial lump sums upon the request of the Participant, with certain limitations stated in the Plan. Distributions from the Conectiv Class A ESOP Stock Fund and the Conectiv PAYSOP Stock Fund may be made in Company stock or cash. Deferrals of distributions cannot be made past the age of 70 1/2. While employed, a participant may make certain withdrawals upon written notice of basic and supplemental contributions for the reason of financial hardship, as defined in the Plan. Hardship withdrawals must be approved by the Committee. At the age of 59 1/2, the participant may withdraw any portion of his basic and supplemental contribution amounts. Before-tax contributions, Company matching and supplemental contributions, and all investment earnings are fully taxable upon distribution to the participant. Special lump-sum distribution rules apply for full plan withdrawals made after age 59 1/2. A 10% surtax, as well as a 20% mandatory withholding, is applicable to taxable withdrawals and distributions prior to age 59 1/2, subject to certain exceptions. A participant with less than 60 months of Plan participation will incur a six-month suspension period upon making any withdrawal of the participant's after-tax contributions. During the suspension period, no matching contributions will be credited to the participant's account. Participants with 60 or more months of Plan participation will incur a six-month suspension of Company contributions when any part of the Company contributions are withdrawn. After making a hardship withdrawal of before-tax contributions, a participant is prohibited from making contributions or receiving Company matching contributions for a period of one year. Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time subject to the provisions of ERISA. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES The following accounting policies, which conform with accounting principles generally accepted in the United States of America, have been used consistently in the preparation of the Plan's financial statements: Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. 5 CONECTIV SAVINGS AND INVESTMENT PLAN Notes to Financial Statements Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. Investment Valuation and Income Recognition The Plan's investments are stated at fair value, except for investment contracts, which are valued at contract value. Common stock is valued at quoted market prices. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Shares of collective trust funds are valued at net asset value. Participant loans are valued at cost, which approximates fair value. Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income. Payment of Benefits Benefits are recorded when paid. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. NOTE 3 - INVESTMENT CONTRACTS The Plan invests in investment contracts through the Conectiv Inc. Stable Value Fund (the "Fund") and the Vanguard Retirement Savings Trust (the "Trust"). The Fund consists of guaranteed investment contracts with a value of $3,852,705, with two insurance companies ("Issuers"). Additionally, the Fund currently holds units of the Trust, a common / collective trust sponsored by Vanguard Fiduciary Trust Company ("VFTC") with a value of $15,572,856. The Fund is credited with earnings on the underlying investments and charged for Plan withdrawals and administrative expenses charged by the Issuers. The investment contracts included in the Fund are carried at contract value, which approximates fair value, because the contracts are fully benefit responsive. The Fund also included income payable in the amount of $93,616. The crediting interest rates of the investment contracts ranged from 5.84% - 6.15% at December 30, 2001. There are no reserves required against contract value for credit risk of the contract issuer or otherwise. The Fund was created by Vanguard for the Plan to account for its investments in investment contracts and intends to maintain a constant net asset value of $1.00 per unit. As the existing contracts mature, the proceeds are invested in the Trust. The Trust is a tax-exempt collective trust registered in the State of Pennsylvania, which invests primarily in investment contracts issued by insurance companies and commercial banks, and similar types of fixed-principal investments. The Fund intends to maintain a constant net asset value of $1.00 per unit. 6 CONECTIV SAVINGS AND INVESTMENT PLAN Notes to Financial Statements NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS Information about the components of and the significant changes in net assets relating to the Plan's nonparticipant-directed investments are as follows: December 30, 2001 2000 Conectiv Class A Common Stock Fund $ 19,488 $ 21,486 Conectiv Common Stock Fund 58,107,714 48,209,080 Conectiv Class A ESOP Stock Fund 659,712 435,866 Conectiv PAYSOP Stock Fund 21,775,162 19,295,328 Conectiv, Inc. Stable Value Fund 19,331,945 20,179,895 ----------- ----------- $99,894,021 $88,141,655 =========== =========== Year ended December 30, 2001 2000 Changes in net assets: Contributions 3,909,172 $ 3,707,850 Interest and dividend income 4,162,267 4,265,243 Net appreciation in fair value of investments 14,652,685 10,490,325 Benefits paid to participants (10,180,227) (6,804,263) Transfers to participant-directed investments (459,473) (1,923,607) NOTE 5 - INVESTMENTS During 2001 and 2000, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: For the Year Ended 2001 2000 Registered Investment Companies $(21,181,228) $(22,198,392) Common Stock 14,652,685 10,490,325 ------------ ------------ $ (6,528,543) $(11,708,067) ============ ============ NOTE 6 - RELATED PARTY TRANSACTIONS The Plan invests in shares of mutual funds managed by an affiliate of VFTC. VFTC acts as trustee for Plan assets. Transactions in such investments qualify as party-in-interest transactions, which are exempt from the prohibited transaction rules. 7 CONECTIV SAVINGS AND INVESTMENT PLAN Notes to Financial Statements NOTE 7 - PLAN EXPENSES All expenses incurred in the administration of the Plan are paid by the Company. NOTE 8 - TAX STATUS The Internal Revenue Service had determined and informed the Company by letter dated October 27, 1995 that the Plan was qualified under Internal Revenue Code ("IRC") Section 401(a). The Plan had subsequently been amended and restated since receiving the determination letter. The Plan has filed an application for a new determination letter, which is currently pending. However, the Company believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. NOTE 9 - SUBSEQUENT EVENT On February 9, 2001, the Boards of Directors of Conectiv and Potomac Electric Power Company (Pepco) approved an Agreement and Plan of Merger (the "Merger") under which Pepco will acquire Conectiv for a combination of cash and stock and Conectiv and Pepco will become wholly-owned subsidiaries of Pepco Holdings, Inc. Under the Merger, holders of Conectiv common stock and Conectiv Class A common stock may elect to exchange their shares for cash, Pepco Holdings, Inc. common stock, or a combination of cash and Pepco Holdings, Inc. common stock. Management currently expects the Merger to close in the third quarter of 2002, subject to timely receipt of various statutory and regulatory approvals. 8 Additional Information Required for Form 5500 CONECTIV SAVINGS AND INVESTMENT PLAN Schedule I Schedule of Assets (Held at End of Year) As of December 30, 2001 Conectiv Savings and Investment Plan, EIN 51-0377417, Plan #002 Attachment to Form 5500, Schedule H, Line 4i
Identity of Issue Investment Type Cost Current Value - ------------------------------------------------------------------------------------------------------------------------------------ Baron Asset Fund Registered Investment Company $ 5,679,363 $ 4,827,177 T. Rowe Price International Funds, Inc. Registered Investment Company 3,821,202 2,703,196 * Vanguard 500 Index Fund Registered Investment Company 28,661,749 30,225,380 * Vanguard Growth and Income Fund Registered Investment Company 76,848,271 87,335,893 * Vanguard LifeStrategy Growth Fund Registered Investment Company 1,402,916 1,262,268 * Vanguard LifeStrategy Moderate Growth Fund Registered Investment Company 5,343,477 5,127,455 * Vanguard Mid-Cap Index Fund Registered Investment Company 1,034,715 1,092,454 * Vanguard PRIMECAP Fund Registered Investment Company 20,358,999 18,049,564 * Vanguard Small-Cap Index Fund Registered Investment Company 547,995 571,894 * Vanguard Total Bond Market Index Fund Registered Investment Company 28,830,447 29,739,549 * Vanguard Value Index Fund Investor Shares Registered Investment Company 695,746 654,794 * Vanguard Windsor II Fund Registered Investment Company 2,401,789 2,223,342 * Vanguard Retirement Savings Trust Common/Collective Trust 27,001,271 27,001,271 * Conectiv Common Stock 57,109,783 79,882,876 * Conectiv Common Stock, Class A 714,165 679,200 Conectiv Savings and Investment Plan Participant loans (7.42% - 10.29%) 5,435,952 5,435,952 Canada Life 6.15%, 2/15/2002 Unallocated Insurance Contract 1,975,075 1,975,075 Life of Virginia 5.84%, 5/15/2001 Unallocated Insurance Contract 1,877,630 1,877,630 ----------------------------------- Total $ 269,740,545 $ 300,664,970 ===================================
* Party in Interest 9 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Conectiv Savings and Investment Plan Date: June 25, 2002 /s/ John C. van Roden ---------------------------------------- John C. van Roden, Senior Vice President and Chief Financial Officer 10 EX-23.1 3 dex231.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 51-0377417) of Conectiv of our report dated June 13, 2002 relating to the financial statements of Conectiv Savings and Investment Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP - ------------------------------ PricewaterhouseCoopers LLP Philadelphia, PA June 13, 2002 -----END PRIVACY-ENHANCED MESSAGE-----