0000893220-01-500782.txt : 20011026 0000893220-01-500782.hdr.sgml : 20011026 ACCESSION NUMBER: 0000893220-01-500782 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011018 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011022 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03559 FILM NUMBER: 1763545 BUSINESS ADDRESS: STREET 1: 800 KING STREET STREET 2: PO BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 BUSINESS PHONE: 6096454100 MAIL ADDRESS: STREET 1: 800 KING STREET STREET 2: PO BOX 231 CITY: WILMINGTON STATE: DE ZIP: 19899 8-K 1 w54134be8-k.txt FORM 8-K - ATLANTIC CITY ELECTRIC COMPANY UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2001 Atlantic City Electric Company Exact Name of Registrant as Specified in its Charter New Jersey 1-3559 21-0398280 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 800 King Street, P.O. Box 231, Wilmington, Delaware 19899 (Address of Principal Executive Offices) (Zip Code) (302) 429-3018 (Registrant's telephone number, including area code) (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Information As previously disclosed in Note 11 to the Consolidated Financial Statements included in Item 8 of Part II of Atlantic City Electric Company's 2000 Annual Report on Form 10-K, Atlantic City Electric Company, a wholly owned subsidiary of Conectiv (ACE), previously entered into agreements to sell certain electric generating plants. Pursuant to agreements with PSEG Nuclear LLC (as assignee of PSEG Power LLC) and Exelon Generation Company, LLC (as assignee of PECO Energy Company) for the sale of ownership interests in nuclear electric generating plants, ACE sold its 7.51% interest (representing 164 megawatts of capacity) in Peach Bottom, its 7.41% interest (representing 167 megawatts of capacity) in Salem and its 5.00% interest (representing 52 megawatts of capacity) in Hope Creek on October 18, 2001 for approximately $11.3 million. Also, ACE received proceeds for the net book value of nuclear fuel on hand and used such proceeds to repay in part the related lease obligation. In accordance with the agreements, ACE transferred its decommissioning trust funds and related obligation for decommissioning the nuclear plants to the purchasers. As previously disclosed in Note 4 to the Consolidated Financial Statements included in Item 1 of Part I of ACE's Quarterly Report on Form 10-Q for the period ended June 30, 2001, the New Jersey Board of Public Utilities (NJBPU) issued a Final Decision and Order to ACE, dated March 30, 2001, concerning restructuring ACE's electricity supply business, including among other things, stranded cost recovery and securitization. Following the issuance of the NJBPU Final Decision and Order, ACE filed a petition with the NJBPU on June 25, 2001, seeking the authority to issue up to $2 billion in transition bonds to fund the securitization of stranded costs, including the restructuring of purchased power contracts with non-utility generators. As previously reported, NJBPU issued an Order, dated July 21, 2000, approving the sale of ACE's ownership interests in the Peach Bottom, Salem and Hope Creek nuclear electric generating plants. The NJBPU, in its July 21, 2000 Order, stated that it would reserve its decision regarding the amount, if any, of ACE's stranded costs eligible for securitization until after ACE's sale of its baseload fossil fuel-fired assets had been evaluated and considered by the NJBPU. NJBPU issued a separate Decision and Order, dated September 17, 2001, addressing the issue of eligible stranded costs associated with the nuclear assets. The NJBPU determined the amount of such stranded costs eligible for recovery by ACE to be approximately $297.9 million, after income taxes, as of December 31, 1999, subject to further adjustments at the time of closing and subsequent verification to reflect actual data at the time of closing. NJBPU also found that ACE shall have the opportunity to recover the eligible stranded costs through its market transition charge, in a time frame and manner to be determined by NJBPU. Conectiv issued a press release on October 18, 2001 relating to ACE's sale of its ownership interests in the Peach Bottom, Salem and Hope Creek nuclear electric generating plants, a copy of which is attached hereto as an exhibit and incorporated by reference in its entirety herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable. (b) Not applicable. (c) Exhibits Exhibit 99-A Press Release dated October 18, 2001 in connection with sales of nuclear interests by Atlantic City Electric Company 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. ATLANTIC CITY ELECTRIC COMPANY By: /s/ Philip S. Reese ------------------------------ Philip S. Reese Vice President and Treasurer Date: October 18, 2001 Exhibit Index Exhibit No. 99-A Press Release dated October 18, 2001 in connection with sales of nuclear interests by Atlantic City Electric Company EX-99.A 3 w54134bex99-a.txt PRESS RELEASE EXHIBIT 99A FOR IMMEDIATE RELEASE October 18, 2001 Media Contact: Tim Brown (302) 283-5803 Investor Contact: Bob Marshall (302) 429-3164 CONECTIV SUBSIDIARY COMPLETES SALE OF NUCLEAR INTERESTS Wilmington, Delaware - Conectiv (NYSE:CIV, CIVA), a leading Mid Atlantic energy provider, today announced that its wholly owned subsidiary, Atlantic City Electric Company (Atlantic), had completed the sale of its ownership interests in three nuclear plants to PSEG Nuclear LLC (PSEG Nuclear) and Exelon Generation Company, LLC (Exelon). The ownership interests were sold for approximately $ 11.3 million, excluding reimbursement of estimated fuel inventory, subject to adjustment. As a result of the sale, the following interests in nuclear generation assets, comprising all of Atlantic's nuclear interests, were transferred: - A 7.51-percent interest (164 megawatts) in the Peach Bottom Atomic Power Station Units 2 and 3 (Peach Bottom) was sold in equal shares to co-owners PSEG Nuclear and Exelon, each of which, prior to the sale, owned about 46 percent of Peach Bottom. Exelon is the operator of that facility. - A 7.41-percent interest (167 megawatts) in the Salem Nuclear Generation Station Units 1 and 2 (Salem) was sold to PSEG Nuclear, an indirect subsidiary of Public Service Enterprise Group Incorporated. PSEG Nuclear is the operator of Salem and, prior to the sale, owned about 50percent of that facility. - A 5.00-percent interest (52 megawatts) in the Hope Creek Nuclear Generation Station Units 1 and 2 (Hope Creek) was sold to PSEG Nuclear. PSEG Nuclear is the operator of Hope Creek and, prior to the sale, owned 95percent of that facility. PSEG Nuclear and PECO have also assumed full responsibility for the ultimate decommissioning of Atlantic's interests in Peach Bottom, Salem and Hope Creek. Conectiv President and Chief Operating Officer Thomas Shaw said the sale is consistent with the company's strategy of focusing on its two core energy businesses: Conectiv Energy, the company's integrated generation and asset optimization group, and Conectiv Power Delivery, the company's regulated delivery business. Shaw said, "The sale represents another milestone in the execution of our focused business strategy. We have sold baseload nuclear and fossil fired power plants that do not fit our strategy and have made progress developing and building new, fast-response, 'mid-merit' generation units that can meet the region's need for power. This focus on a segment of the generation market where we have a competitive advantage -- combined with our stable energy delivery business -- should allow us to continue to drive growth and value for our shareholders." Mid merit units are distinguished by their ability to start and stop quickly in response to changes in the demand for power. Shaw pointed to the company's success in bringing on line 350 MWs of additional mid-merit capacity this past summer at the company's Hay Road power plant in Wilmington, DE, as a sign of Conectiv's progress in strengthening its already strong competitive position within PJM's mid-merit market. ---#####--- Conectiv, a Fortune 500 company headquartered in Wilmington, DE, is focused on two core energy businesses. Conectiv Power Delivery provides safe, reliable, and affordable energy service to more than one million customers in New Jersey, Delaware, Maryland, and Virginia. Conectiv Energy uses a sophisticated power-trading unit to optimize the value of a growing portfolio of "mid-merit" power plants that can start and stop quickly in response to changes in the demand for power within the PJM [Pennsylvania-New Jersey-Maryland] power pool. 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 statements. 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; the effects of weather; 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.