-----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, Gk7wBFjHRh8hzF0EP0SqLTqbVzQ2bWgEoBrm9urnhaMY2HmuN9F6k013errPekj6 TrbcV1W8kCkvPlYuF7Gb5g== 0001036050-98-001109.txt : 19980701 0001036050-98-001109.hdr.sgml : 19980701 ACCESSION NUMBER: 0001036050-98-001109 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 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: SEC FILE NUMBER: 001-03559 FILM NUMBER: 98658142 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 FORM 11-K 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, 1997 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 - B 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 - B Financial Statements as of December 31, 1997 and 1996 and For The Year Ended December 31, 1997: 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 13 II: Schedule of Assets Held for Investment Purposes, December 31, 1997 - Form 5500, Item 27a 14 ***** 1 INDEPENDENT AUDITORS' REPORT - ---------------------------- Atlantic Electric 401(K) Savings and Investment Plan - B We have audited the accompanying statements of net assets available for benefits of Atlantic Electric 401 (K) Savings and Investment Plan-B as of December 31, 1997 and 1996 and the related statement of changes in net assets available for benefits for the year ended December 31, 1997. 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-B as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the year ended December 31, 1997 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 1997 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 17, 1998 2 ATLANTIC ELECTRIC - ----------------- 401 (K) SAVINGS AND INVESTMENT PLAN - B --------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 AND 1996 - ---------------------------------------------------------------------------- ASSETS 1997 1996 -------------- ------------- Investments at fair value: Common Collective Trust $10,920,800 $12,784,415 Mutual fund accounts 22,936,625 14,009,030 Participant Loans 1,197,529 1,072,374 Atlantic Energy, Inc. Common Stock 116,219 79,922 Contributions receivable: Atlantic City Electric Company 15,619 14,726 Participants 46,269 41,068 -------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS $35,233,061 $28,001,535 ============== ============= See notes to financial statements. 3 ATLANTIC ELECTRIC - ----------------- 401 (K) SAVINGS AND INVESTMENT PLAN - B --------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1997 - -------------------------------------------------------------------------------- 1997 ----------------- Additions to assets: Investment income: Interest - GIC $ 721,077 Interest - Participant Loans 99,147 Dividends 1,516,782 Net appreciation of investments 2,990,403 ----------------- 5,327,409 Contributions: Participants' 2,243,390 Employers' 772,618 ----------------- 3,016,008 Total additions 8,343,417 ----------------- Deductions from Assets: Benefits paid to participants 1,108,941 Administrative Fees 2,950 ----------------- Total deductions 1,111,891 ----------------- Increase in net assets available for benefits 7,231,526 Net assets available for benefits, at beginning of year 28,001,535 ----------------- Net assets available for benefits, at end of year $35,233,061 ================= See notes to financial statements. 4 ATLANTIC ELECTRIC 401(K) SAVINGS AND INVESTMENT PLAN - B -------------------------------------- NOTES TO FINANCIAL STATEMENTS December 31, 1997 and 1996 1. SIGNIFICANT ACCOUNTING POLICIES Plan Description ---------------- The Atlantic Electric 401(K) Savings and Investment Plan - B (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 (See Note 3 "Subsequent Event"). Employee contributions to the Plan are remitted to T. Rowe Price Trust Company and invested as directed by Plan participants. Employer contributions are invested in the Custom Stable Value Fund Common Collective Trust. All full-time bargaining unit employees of the Atlantic City Electric Company and its wholly-owned subsidiary, Deepwater Operating Company (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 upon completion of 1000 hours of service. Employees may contribute up to 10% of base pay. Upon enrollment in the Plan, a participant may direct employee contributions in any of six investment options. Options available to the employee are the Custom Stable Value Fund, Atlantic Energy, Inc. Common Stock, 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. 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. 5 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 1997 and 1996 was 9%. Principal and interest is paid ratably through weekly payroll deductions. 6 Investments ----------- The investment options available to plan participants have the following objectives: (i) T. Rowe Price Custom Stable Value Fund - to provide principal stability and a high level of monthly income; (ii) T. Rowe Price Equity Income Fund - to provide substantial dividend income and secondarily, long-term capital appreciations; (iii) T. Rowe Price Equity lndex Fund - to match the performance of the Standard & Poor's Stock Index; (iv) T. Rowe Price International Stock Fund - to provide the diversifications of an international fund as well as the opportunity for long-term capital growth; (v) T. Rowe Price Spectrum Growth Fund - to provide long-term growth of capital; (vi) Atlantic Energy, Inc. Stock - to provide maximum capital appreciation and dividend income from Atlantic Energy, Inc. Common Shares (See Note 3 "Subsequent Event") 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: 1997 1996 -------------------------- ----------- ----------- Custom Stable Value Fund $10,920,800 $12,784,415 Equity Index Fund 9,000,217 4,878,462 Equity Income Fund 11,664,945 7,501,536 ----------- ----------- $31,585,962 $25,164,413 =========== ===========
The net appreciation in fair value of each significant type of investment for the year ended is as follows: December 31, 1997 ------------ Custom Stable Value Fund $ -0- Equity Index Fund 1,641,509 Equity Income Fund 1,281,779 ------------ $ 2,923,288 ============ 7 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, 1997 and 1996, the guaranteed insurance contracts of the Custom Stable Value Fund, in aggregate, had an average yield of 6.38% and 6.36%, respectively. At December 31, 1997 and 1996, the fund had a weighted average crediting interest rate of 6.65% and 6.93%, respectively. Distributions ------------- At December 31, 1997 and 1996, there were no benefits payable to plan participants. 8 2. PARTICIPANT-DIRECTED INVESTMENT FUNDS AS OF December 31, 1997 AND 1996 Net assets available for plan benefits are presented below for each participant-directed investment fund for the year ended December 31, 1997: (In Dollars)
Custom Stable Equity Equity Spectrum International Value Index Income Growth Stock ----------------- --------------- ---------------- -------------- --------------- Investments at fair value: Common Collective Trust $10,920,800 Mutual fund accounts $9,000,217 $11,664,945 $1,753,528 $517,935 Participant loans Atlantic Energy, Inc. Common Stock Contributions receivable: Atlantic City Electric Company 15,619 Participants 11,368 13,436 17,232 3,003 1,177 ================= =============== ================ ============== =============== Net Assets Available for Benefits $10,947,787 $9,013,653 $11,682,177 $1,756,531 $519,112 ================= =============== ================ ============== =============== Atlantic Loans Energy Total -------------- ------------ --------------- Investments at fair value: Common Collective Trust $10,920,800 Mutual fund accounts 22,936,625 Participant loans $1,197,529 1,197,529 Atlantic Energy, Inc. Common Stock $116,219 116,219 Contributions receivable: Atlantic City Electric Company 15,619 Participants 53 46,269 ============== ============ =============== Net Assets Available for Benefits $1,197,529 $116,272 $35,233,061 ============== ============ ===============
9 Changes in Net Assets available for Benefits for the year ended December 31, 1997
Custom Stable Equity Equity Spectrum International Value Index Income Growth Stock ------------------- --------------- ----------------- --------------- --------------- Additions to assets: Investment income: Interest - GIC $ 721,077 Interest - loans 33,497 $ 26,626 $ 27,626 $ 9,086 $ 2,035 Dividends 177,845 1,125,856 177,311 27,337 Net appreciation of investment 1,641,509 1,281,779 51,766 (8,529) Interfund (3,205,908) 1,794,013 1,065,214 209,533 (16,110) Contributions: Employee 653,519 592,018 785,959 149,679 59,798 Employer 772,618 ------------------- --------------- ----------------- --------------- --------------- Total Additions (1,025,197) 4,232,011 4,286,434 597,375 64,531 Deductions from assets: Distributions (838,940) (105,934) (118,353) (15,609) (3,319) Administrative fees (1,137) (826) (777) (167) (32) ------------------- --------------- ----------------- --------------- --------------- Total Deductions (840,077) (106,760) (119,130) (15,776) (3,351) Increase/(Decrease) in net assets (1,865,274) 4,125,251 4,167,304 581,599 61,180 Net assets, beginning of year 12,813,061 4,888,402 7,514,873 1,174,932 457,932 ------------------- --------------- ----------------- --------------- --------------- Net assets, end of year $ 10,947,787 $ 9,013,653 $ 11,682,177 $ 1,756,531 $ 519,112 =================== =============== ================= =============== =============== Atlantic Loans Energy Total --------------- ----------------- ----------------- Additions to assets: Investment income: Interest - GIC $ 721,077 Interest - loans $ 277 99,147 Dividends 8,433 1,516,782 Net appreciation of investment 23,878 2,990,403 Interfund $ 151,941 1,317 0 Contributions: Employee 2,417 2,243,390 Employer 772,618 --------------- ----------------- ----------------- Total Additions 151,941 36,322 8,343,417 Deductions from assets: Distributions (26,786) (1,108,941) Administrative fees (11) (2,950) --------------- ----------------- ----------------- Total Deductions (26,786) (11) (1,111,891) Increase/(Decrease) in net assets 125,155 36,311 7,231,526 Net assets, beginning of year 1,072,374 79,961 28,001,535 --------------- ----------------- ----------------- Net assets, end of year $ 1,197,529 $ 116,272 $ 35,233,061 =============== ================= =================
10 Net assets available for plan benefits are presented below for each participant-directed investment fund for the year ended December 31, 1996: (In Dollars)
Custom Stable Equity Equity Spectrum International Value Index Income Growth Stock ----------------- --------------- ---------------- -------------- --------------- Investments at fair value: Common Collective Trust $12,784,415 Mutual fund accounts $4,878,462 $7,501,536 $1,172,193 $456,839 Participant loans Atlantic Energy, Inc. Common Stock Contributions receivable: Atlantic City Electric Company 14,726 Participants 13,920 9,940 13,337 2,739 1,093 ----------------- --------------- ---------------- -------------- --------------- Net Assets Available for Benefits $12,813,061 $4,888,402 $7,514,873 $1,174,932 $457,932 ================= =============== ================ ============== =============== Atlantic Loans Energy Total -------------- ------------ --------------- Investments at fair value: Common Collective Trust $12,784,415 Mutual fund accounts 14,009,030 Participant loans $1,072,374 1,072,374 Atlantic Energy, Inc. Common Stock $79,922 79,922 Contributions receivable: Atlantic City Electric Company 14,726 Participants 39 41,068 -------------- ------------ --------------- Net Assets Available for Benefits $1,072,374 $79,961 $28,001,535 ============== ============ ===============
11 3. SUBSEQUENT EVENT On August 12, 1996, the Board of Directors of Atlantic Energy, Inc. and Delmarva Power & Light Company (Delmarva) jointly announced an agreement to merge the companies into a new company named Conectiv. The merger became effective on March 1, 1998. As a result of this merger, each share of Atlantic Energy, Inc. Common Stock was converted into .75 shares of Conectiv Common Stock and .125 shares of Conectiv Class A Stock. 12 SCHEDULE 1 ATLANTIC ELECTRIC - ----------------- 401 (K) SAVINGS AND INVESTMENT PLAN - B --------------------------------------- ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 Transactions or series of transactions in excess of 5% of the market value of plan assets: Units or Description of Market Net Gain Shares Investment Cost Value or (Loss) - ------------------------------------------------------------------------------- Purchases: - ------------- T. Rowe Price Custom Stable Value Fund $ 3,837,038 T. Rowe Price Equity Index Fund 3,886,585 T. Rowe Price Equity Income Fund 3,912,364 T. Rowe Price International Stock Fund 1,158,419 Sales: - ------------- T. Rowe Price Custom Stable Value Fund $ 5,700,653 $ 5,700,653 $ - T. Rowe Price Equity Index Fund 1,251,967 1,406,340 154,373 T. Rowe Price Equity Income Fund 914,458 1,030,736 116,278 T. Rowe Price International Stock Fund 1,064,738 1,088,794 24,056 13 SCHEDULE II ATLANTIC ELECTRIC - ----------------- 401 (K) SAVINGS AND INVESTMENT - B ---------------------------------- ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997 - -------------------------------------------------------------------------------
Description of Investment Cost Current Value ------------------------------ ---------------------- ---------------------- T. Rowe Price Custom Stable Value Fund GIC $10,920,800 $10,920,800 Equity Index Fund Mutual Fund 6,523,754 9,000,217 Equity Income Fund Mutual Fund 9,327,066 11,664,945 Spectrum Growth Fund Mutual Fund 1,648,948 1,753,528 International Stock Fund Mutual Fund 515,578 517,935 Atlantic Energy, Inc. Stock * Common Stock 97,377 116,219 Participant Loans Various loans at 9%, maturing January 1998 through November 2012 1,197,529 1,197,529 ---------------------- ---------------------- TOTAL ASSETS HELD FOR INVESTMENT $30,231,052 $35,171,173 ====================== ======================
*Represents a qualified investment in an Employee related security. 14 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 30, 1998 /s/ L.M. Walters --------------------------- L. M. Walters Treasurer 15 -----END PRIVACY-ENHANCED MESSAGE-----