-----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, BEELnWwVaGx0UgqJgCcBcmB2ssxCGHjPhx3TY+KZqS9VvxNYpdboKp9d0HFpbwSk 1PWlZfpl1wBKtySMgPXC3g== 0000008192-97-000029.txt : 19970627 0000008192-97-000029.hdr.sgml : 19970627 ACCESSION NUMBER: 0000008192-97-000029 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC CITY ELECTRIC CO CENTRAL INDEX KEY: 0000008192 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 210398280 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03559 FILM NUMBER: 97630272 BUSINESS ADDRESS: STREET 1: 6801 BLACK HORSE PIKE CITY: EGG HARBOR TOWNSHIP STATE: NJ ZIP: 08232 BUSINESS PHONE: 6096454100 MAIL ADDRESS: STREET 1: PO BOX 1264 CITY: PLEASANTVILLE STATE: NJ ZIP: 08232 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission File Number A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Atlantic Electric 401(K) Savings and Investment Plan - A 6801 Black Horse Pike Egg Harbor Twp., N.J. 08234-4130 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Custom Stable Value Fund Equity Index Fund T. Rowe Price, Inc. T. Rowe Price, Inc. 100 East Pratt Street 100 East Pratt Street Baltimore, Maryland 21202 Baltimore, Maryland 21202 Equity Income Fund Spectrum Growth Fund T. Rowe Price, Inc. T. Rowe Price, Inc. 100 East Pratt Street 100 East Pratt Street Baltimore, Maryland 21202 Baltimore, Maryland 21202 International Stock Fund Atlantic Energy, Inc. Common Stock T. Rowe Price, Inc. Atlantic Energy, Inc. 100 East Pratt Street 6801 Black Horse Pike Baltimore, Maryland 21202 Egg Harbor Twp., NJ 08234-4130 TABLE OF CONTENTS Page Independent Auditors' Report 2 Atlantic Electric 401(K) Savings and Investment Plan - A Financial Statements as of December 31, 1996 and 1995 and For The Year Ended December 31, 1996: Statements of Net Assets Available for Benefits 3 Statement of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 5 Supplemental Schedules: I: Schedule of Reportable Transactions-Form 5500, Item 27d 15 II: Schedule of Assets Held for Investment Purposes, December 31, 1996 - Form 5500, Item 27a 16 ***** INDEPENDENT AUDITORS' REPORT Atlantic Electric 401(K) Savings and Investment Plan - A We have audited the accompanying statements of net assets available for benefits of Atlantic Electric 401(K) Savings and Investment Plan-A as of December 31, 1996 and 1995 and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. 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 in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements, present fairly, in all material respects, the net assets available for benefits of Atlantic Electric 401(k) Savings and Investment Plan-A as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the year ended December 31, 1996 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are 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. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in the audit of the basic 1996 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Parsippany, New Jersey June 26, 1997 ATLANTIC ELECTRIC 401(K) SAVINGS AND INVESTMENT PLAN - A STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996 AND 1995 ASSETS 1996 1995 Investments at fair value: Common Collective Trust $31,416,584 $34,054,336 Mutual fund accounts 33,689,981 23,293,265 Participant Loans 1,516,415 1,297,588 Atlantic Energy, Inc. Common Stock 203,165 - Contributions receivable: Atlantic City Electric Company 23,756 23,226 Participants 66,779 65,868 NET ASSETS AVAILABLE FOR BENEFITS $66,916,680 $58,734,283 See notes to financial statements. ATLANTIC ELECTRIC 401(K) SAVINGS AND INVESTMENT PLAN - A STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1996 1996 Additions to assets: Investment income: Interest - GIC $1,973,147 Interest - Participant Loans 109,824 Dividends 1,754,527 Net appreciation of investments 3,761,156 7,598,654 Contributions: Participants' 3,383,252 Employers' 1,155,709 4,538,961 Total additions 12,137,615 Deductions from Assets: Benefits paid to participants 3,950,568 Administrative Fees 4,650 Total deductions 3,955,218 Increase in net assets available for benefits 8,182,397 Net assets available for benefits, at beginning of year 58,734,283 Net assets available for benefits, at end of year $66,916,680 See notes to financial statements. ATLANTIC ELECTRIC 401(K) SAVINGS AND INVESTMENT PLAN - A NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 1. SIGNIFICANT ACCOUNTING POLICIES Plan Description The Atlantic Electric 401(K) Savings and Investment Plan - A (the "Plan") is a defined contribution savings plan designed to comply with the requirements of the Employee Retirement Income Security Act of 1974 and with the requirements for qualifications under Section 401(k) of the Internal Revenue Code. The Plan is administered by the Benefits/Trusts Investment Committee appointed by the Board of Directors of Atlantic Energy, Inc., parent holding Company of Atlantic City Electric Company. Employee contributions to the Plan are remitted to T. Rowe Price Trust Company and invested as directed by Plan participants. All full-time non-bargaining unit employees of Atlantic City Electric Company, its wholly-owned subsidiary, Deepwater Operating Company and effective February 9, 1995, all full- time employees of Atlantic Energy Inc., Atlantic Energy Enterprises, Inc., Atlantic Generation, Inc., Atlantic Thermal Systems, Inc., Atlantic Southern Properties, Inc., ATE Investments, Inc., and Atlantic Energy Technologies, Inc., (together referred to as the "Company"), are eligible to participate in the Plan. Additionally, any employee who is not a regular full time employee shall be eligible to participate in the Plan upon completion of 1000 hours of service. Employees may contribute up to 10% of base pay to the tax savings portion of the contributions in any of six investment options. Options available to the employee are the Custom Stable Value Fund, Atlantic Energy, Inc. Common Stock (effective January 1, 1996), Equity Index Fund, Equity Income Fund, International Stock Fund, and Spectrum Growth Fund. The tax savings portion of participant contributions (up to 6% of an employee's base pay) is matched by the Company at a rate of 50% not to exceed 3% of the employee's compensation. Federal Income taxes on these contributions and the related income are deferred until withdrawn. The benefits from the tax savings portion of the Plan can be withdrawn upon the attainment of age 59 1/2, retirement, separation from service, death or in special financial hardship situations. In addition, employees may contribute up to an additional 10% of base pay on an after-tax basis to the supplemental savings portion of the Plan, which also earns income that is not subject to Federal income tax until withdrawn. These contributions may be withdrawn once a quarter subject to the provisions of the Internal Revenue Code. Tax Status The Plan obtained its latest determination letter on March 23, 1995, in which the Internal Revenue Service stated that the Plan was in compliance with the applicable requirements of the Internal Revenue Code. The Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. Participant Accounts Participants' contributions are recorded in the period of the related payroll deductions. The Company's matching contributions are recorded in the period of the related participants' contributions. Income is recorded as earned. Distributions to participants are recorded in the period in which distributions are made. Participants are fully vested in employee and employer contributions in their respective accounts at all times. 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. In the event of Plan termination, participants remain 100 percent vested in their accounts. Administration Costs Certain professional fees and administrative expenses incurred in connection with the Plan are paid by the Company. The facilities of the Company are used by the Plan at no charge. Loan processing fees are paid by the participants and deducted from Plan assets. Participant Loans Receivable The Plan began to make Participant loans effective April 1, 1995. Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent of their account balance. Loan transactions are treated as a transfer from the investment fund to the participant Loan fund. Loan terms range from 1- 5 years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the plan administrator. The interest rate for 1996 and 1995 was 9%. Principal and interest is paid ratably through weekly payroll deductions. Investments The investment options available to plan participants have the following objectives: (i) Custom Stable Value Fund - to provide principal stability and a high level of monthly income; (ii) Equity Income Fund - to provide substantial dividend income and secondarily, long-term capital appreciations; (iii) Equity Index Fund - to match the performance of the Standard & Poor's Stock Index; (iv) International Stock Fund - to provide the diversifications of an international fund as well as the opportunity for long-term capital growth; (v) Spectrum Growth Fund - to provide long-term growth of capital; (vi) Atlantic Energy Company Stock - to provide maximum capital appreciation and dividend income form Atlantic Energy Common Shares. The investments in Mutual Funds are stated at fair value as determined by quoted market prices. The investments in the Common Collective Trust are stated at contract value (which approximates fair value) which is the aggregate of contributions and income earned on such contributions, less participants' withdrawals. The following table represents the fair value of investments by issuer comprising 5 percent or more of the Plan's assets: December 31, Investments at Fair Value: 1996 1995 Custom Stable Value Fund $31,416,584 $34,054,336 Equity Index Fund 10,711,382 7,395,022 Equity Income Fund 18,645,089 14,156,541 $60,773,055 $55,605,899 The net appreciation in fair value of each significant type of investment is as follows: December 31, 1996 1995 Custom Stable Value Fund $ -0- $ -0- Equity Index Fund 1,522,724 1,448,040 Equity Income Fund 1,913,605 2,550,472 $3,436,329 $3,998,512 The custom stable value fund invests funds in various term guaranteed insurance contracts and maintains a cash reserve balance with all excess funds. The average yield and the weighted average crediting interest rate are based on the underlying contracts. For the years ended December 31, 1996 and 1995 the guaranteed insurance contracts of the Custom Stable Value Fund, in aggregate, had an average yield of 6.36% and 6.31% respectively. At December 31, 1996 and 1995, the fund had a weighted average crediting interest rate of 6.93% and 6.77%, respectively. Distributions At December 31, 1996 and 1995, there were no benefits payable to plan participants. 2. PARTICIPANT-DIRECTED INVESTMENT FUNDS AS OF DECEMBER 31, 1996 AND 1995 Net assets available for plan benefits, and changes therein, are presented below for each participant-directed investment fund for the year ended December 31, 1996: (In Dollars) Net Assets available for Plan Benefits December 31, 1996
Custom Stable Equity Equity Spectrum Value Fund Index Fund Income Fund Growth Fund Investments Common Collective Trust $31,416,584 $ $ $ Mutual Fund Accounts 10,711,382 18,645,089 2,563,007 Atlantic Energy, Inc., Common Stock Contributions Receivables Employee 16,330 19,191 22,688 4,829 Employer 23,739 8 1 5 Participant Loans Net Assets Available for Plan Benefits $31,456,653 $10,730,581 $18,667,778 $2,567,841
Net Assets available for Plan Benefits as of December 31, 1996 (continued)
Int'l Loan Atlantic Energy Stock Fund Fund Stock Total Investments Common Collective Trust $ $ $ $31,416,584 Mutual Fund Accounts 1,770,503 33,689,981 Atlantic Energy, Inc. Common Stock 203,165 203,165 Contributions Receivables Employee 3,698 43 66,779 Employer 3 23,756 Participant Loans 1,516,415 1,516,415 Net Assets Available _________ for Plan Benefits $1,774,204 $1,516,415 $203,208 $66,916,680
Changes in Net Assets available for Benefits for the year ended December 31, 1996
Custom Stable Equity Equity Spectrum Value Fund Index Fund Income Fund Growth Fund Additions: Employer $ 1,080,810 $ 36,311 $ 34,969 $ 2,717 Employee 842,149 925,935 1,210,611 229,398 Investment Income Interest - GIC 1,973,147 Interest-Loans 31,720 29,980 35,347 8,564 Dividends - 356,450 1,169,397 175,944 Net Appreciation of Investment 1,522,724 1,913,605 195,863 Interfund transfers (4,114,967) 853,573 1,068,645 877,984 TOTAL ADDITIONS (187,141) 3,724,973 5,432,574 1,490,470 Deductions Distributions to Participants (2,451,876) (407,068) (941,739) (79,951) Administrative Fees (1,810) (1,008) (1,474) (203) TOTAL DEDUCTIONS (2,453,686) (408,076) (943,213) (80,154) Increase in net assets (2,640,827) 3,316,897 4,489,361 1,410,316 Net assets available for plan benefits, 1/1/96 34,097,480 7,413,684 14,178,417 1,157,525 Net assets available for plan benefits, 12/31/96 $31,456,653 $10,730,581 $18,667,778 $2,567,841 /TABLE Changes in Net Assets available for Benefits for the year ended December 31, 1996 (continued)
Int'l Loan Atlantic Energy Stock Fund Fund Stock Total Additions: Employer $ 902 $ $ 1,155,709 Employee 166,426 $ 8,733 3,383,252 Investment Income Interest - GIC 1,973,147 Interest-Loans 3,634 457 122 109,824 Dividends 46,345 6,391 1,754,527 Net Appreciation of Investments 131,529 (2,565) 3,761,156 Interfund transfers 905,861 218,370 190,534 -0- _________ _______ __________ TOTAL ADDITIONS 1,254,697 218,827 203,215 12,137,615 Deductions Distributions to Participants (69,934) (3,950,568) Administrative Fees (148) _______ (7) (4,650) TOTAL DEDUCTIONS (70,082) -0- (7) (3,955,218) Increase in net assets 1,184,615 218,827 203,208 8,182,397 Net assets available for plan benefits, 1/1/96 589,589 1,297,588 -0- 58,734,283 Net assets available for plan benefits, 12/31/96 $1,774,204 $1,516,415 $203,208 $66,916,680
Net assets available for plan benefits, and changes therein, are presented below for each participant-directed investment fund for the year ended December 31, 1995: (In Dollars) Net Assets available for Plan Benefits as of December 31, 1995
Custom Stable Equity Equity Spectrum Value Fund Index Fund Income Fund Growth Fund Investments Common Collective Trust $34,054,336 $ $ $ Mutual Fund Accounts 7,395,022 14,156,541 1,154,349 Contributions Receivable Employee 19,918 18,662 21,876 3,176 Employer 23,226 Participant Loans Net Assets Available for Plan Benefits $34,097,480 $7,413,684 $14,178,417 $1,157,525 /TABLE Net Assets available for Plan Benefits as of December 31, 1995 (continued)
Int'l Loan Stock Fund Fund Total Investments Common Collective Trust $ $ $34,054,336 Mutual Fund Accounts 587,353 23,293,265 Contributions Receivables Employee 2,236 65,868 Employer 23,226 Participant Loans 1,297,588 1,297,588 Net Assets Available for Plan Benefits $ 589,589 $1,297,588 $58,734,283 /TABLE SCHEDULE I ATLANTIC ELECTRIC 401(K) SAVINGS AND INVESTMENT PLAN - A ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 Transactions or series of transactions in excess of 5% of the market value of plan assets: Description Net Gain Units or of Market or Shares Investment Cost Value (Loss) Purchases: T. Rowe Price Custom Stable Value Fund $3,672,817 T. Rowe Price Equity Income Fund 4,472,395 T. Rowe Price Equity Index Fund 2,810,448 Sales: T. Rowe Price Custom Stable Value Fund 6,309,916 $6,309,916 $ -0- T. Rowe Price Equity Income Fund 1,557,387 1,889,372 331,985 T. Rowe Price Equity Index Fund 863,345 1,011,212 147,867 Schedule II ATLANTIC ELECTRIC 401(K) SAVINGS AND INVESTMENT PLAN - A ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996 Description of Current Investment Cost Value Custom Stable Value Fund GIC $31,416,584 $31,416,584 Equity Index Fund Mutual Fund 8,081,137 10,711,382 Equity Income Fund Mutual Fund 15,037,066 18,645,089 Spectrum Growth Fund Mutual Fund 2,337,273 2,563,007 International Stock Fund Mutual Fund 1,639,911 1,770,503 Atlantic Energy, Inc. Common Stock 206,714 203,165 Stock* Participant Loans Various Loans at 9%, maturing 1,516,415 1,516,415 January 1997 through January 2002. TOTAL ASSETS HELD FOR INVESTMENT $60,235,100 $66,826,145 *Represents a qualified investment in an Employer related security. SIGNATURES 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. Date: June 26, 1997 /s/ L. M. Walters L. M. Walters Treasurer Exhibit Index Exhibit No. 23 Independent Auditors' Consent Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement No. 333-11683 on Form S-8 of Atlantic Energy, Inc. of our report dated June 17, 1997, appearing in this Annual Report on Form 11-K of Atlantic City Electric Company 401K Savings and Investment Plan - A for the fiscal year ended December 31, 1996. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Parsippany, New Jersey June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----