-----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, R6WTx/VOs2SyAFkbmfRAb4F8xmiwDJXB9Bc/bZ2uZw8+WkM8qenNJwYdUk2gTUf1 VkOzgv8IQw1u04rzzwL4jw== 0001036050-98-001110.txt : 19980701 0001036050-98-001110.hdr.sgml : 19980701 ACCESSION NUMBER: 0001036050-98-001110 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: 98658145 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 - 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, 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 - 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, 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-A 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 - A --------------------------------------- STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1997 AND 1996 - ------------------------------------------------------------------------------ ASSETS 1997 1996 -------------- -------------- Investments at fair value: Common Collective Trust $31,248,485 $31,416,584 Mutual fund accounts 47,170,043 33,689,981 Participant Loans 1,564,367 1,516,415 Atlantic Energy, Inc. Common Stock 360,544 203,165 Contributions receivable: Atlantic City Electric Company 19,711 23,756 Participants 59,844 66,779 -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $80,422,994 $66,916,680 ============== ============== See notes to financial statements. 3 ATLANTIC ELECTRIC - ----------------- 401 (K) SAVINGS AND INVESTMENT PLAN - A --------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1997 - ------------------------------------------------------------------------------
1997 ------------- Additions to assets: Investment income: Interest - GIC $ 1,937,558 Interest - Participant Loans 120,376 Dividends 3,263,618 Net appreciation of investments 6,567,644 ------------- 11,889,196 Contributions: Participants' 4,110,091 Employers' 1,194,500 ------------- 5,304,591 Total additions 17,193,787 ------------- Deductions from Assets: Benefits paid to participants 3,683,673 Administrative Fees 3,800 ------------- Total deductions 3,687,473 ------------- Increase in net assets available for benefits 13,506,314 Net assets available for benefits, at beginning of year 66,916,680 ------------- Net assets available for benefits, at end of year $80,422,994 =============
See notes to financial statements. 4 ATLANTIC ELECTRIC 401(K) SAVINGS AND INVESTMENT PLAN - A -------------------------------------- NOTES TO FINANCIAL STATEMENTS December 31, 1997 and 1996 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 (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. 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 fulltime 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, 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. 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 ---------------- 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. The Plan is scheduled to be terminated on July 1, 1998, see Note 3 "Subsequent Event" for further details. 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 $31,248,485 $31,416,584 Equity Index Fund 16,796,691 10,711,382 Equity Income Fund 25,475,905 18,645,089 ----------- ----------- $73,521,081 $60,773,055 =========== =========== 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 3,396,277 Equity Income Fund 3,071,711 ------------ $ 6,467,988 ============ 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 Value Index Income Growth ----------------- ----------------- ----------------- --------------- Investments at fair value: Common Collective Trust $31,248,485 Mutual fund accounts $16,796,691 $25,475,905 $3,266,896 Participant loans Atlantic Energy, Inc. Common Stock Contributions receivable: Atlantic City Electric Company 19,563 70 28 25 Participants 12,692 16,935 22,485 4,643 ----------------- ----------------- ----------------- --------------- Net Assets Available for Benefits $31,280,740 $16,813,696 $25,498,418 $3,271,564 ================= ================= ================= =============== International Atlantic Stock Loans Energy Total --------------- --------------- -------------- ----------------- Investments at fair value: Common Collective Trust $31,248,485 Mutual fund accounts $1,630,551 47,170,043 Participant loans $1,564,367 1,564,367 Atlantic Energy, Inc. Common Stock $360,544 360,544 Contributions receivable: Atlantic City Electric Company 25 19,711 Participants 2,915 174 59,844 --------------- --------------- -------------- ----------------- Net Assets Available for Benefits $1,633,491 $1,564,367 $360,718 $80,422,994 =============== =============== ============== =================
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 $ 1,937,558 Interest - loans 31,236 $ 33,330 $ 43,007 $ 7,935 $ 4,767 Dividends 350,538 2,479,929 330,483 86,113 Net appreciation of investment 3,396,277 3,071,711 113,985 (60,188) Interfund (2,039,455) 1,167,301 988,489 64,096 (337,184) Contributions: Employee 755,102 1,578,607 1,309,570 271,071 184,318 Employer 1,101,089 42,661 41,847 6,293 2,610 ------------------- ----------------- ---------------- --------------- ---------------- Total Additions 1,785,530 6,568,714 7,934,553 793,863 (119,564) Deductions from assets: Distributions (1,960,020) (484,568) (1,103,029) (89,887) (20,952) Administrative fees (1,423) (1,031) (884) (253) (197) ------------------- ----------------- ---------------- --------------- ---------------- Total Deductions (1,961,443) (485,599) (1,103,913) (90,140) (21,149) Increase/(Decrease) in net assets (175,913) 6,083,115 6,830,640 703,723 (140,713) Net assets, beginning of year 31,456,653 10,730,581 18,667,778 2,567,841 1,774,204 ------------------- ----------------- ---------------- --------------- ---------------- Net assets, end of year $ 31,280,740 $ 16,813,696 $ 25,498,418 $ 3,271,564 $ 1,633,491 =================== ================= ================ =============== ================ Atlantic Loans Energy Total --------------- -------------- ----------------- Additions to assets: Investment income: Interest - GIC $ 1,937,558 Interest - loans $ 101 120,376 Dividends 16,555 3,263,618 Net appreciation of investment 45,859 6,567,644 Interfund $ 70,152 86,601 0 Contributions: Employee 11,423 4,110,091 Employer 1,194,500 --------------- -------------- ----------------- Total Additions 70,152 160,539 17,193,787 Deductions from assets: Distributions (22,200) (3,017) (3,683,673) Administrative fees (12) (3,800) --------------- -------------- ----------------- Total Deductions (22,200) (3,029) (3,687,473) Increase/(Decrease) in net assets 47,952 157,510 13,506,314 Net assets, beginning of year 1,516,415 203,208 66,916,680 --------------- -------------- ----------------- Net assets, end of year $ 1,564,367 $ 360,718 $ 80,422,994 =============== ============== =================
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 Value Index Income Growth ------------------ ----------------- ----------------- ----------------- Investments at fair value: Common Collective Trust $ 31,416,584 Mutual fund accounts $ 10,711,382 $ 18,645,089 $ 2,563,007 Participant loans Atlantic Energy, Inc. Common Stock Contributions receivable: Atlantic City Electric Company 23,739 8 1 5 Participants 16,330 19,191 22,688 4,829 ------------------ ----------------- ----------------- ----------------- Net Assets Available for Benefits $ 31,456,653 $ 10,730,581 $ 18,667,778 $ 2,567,841 ================== ================= ================= ================= International Atlantic Stock Loans Energy Total ---------------- ---------------- -------------- ----------------- Investments at fair value: Common Collective Trust $ 31,416,584 Mutual fund accounts $ 1,770,503 33,689,981 Participant loans $ 1,516,415 1,516,415 Atlantic Energy, Inc. Common Stock $ 203,165 203,165 Contributions receivable: Atlantic City Electric Company 3 23,756 Participants 3,698 43 66,779 ---------------- ---------------- -------------- ----------------- Net Assets Available for Benefits $ 1,774,204 $ 1,516,415 $ 203,208 $ 66,916,680 ================ ================ ============== =================
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. In connection with this merger, the Plan will be terminated on July 1, 1998. All assets will be rolled into the Conectiv Savings and Thrift Plan. This termination and rollover will not effect the specific provisions of the Plan or the participants rights under the current plan. 12 SCHEDULE I ATLANTIC ELECTRIC - ----------------- 401 (K) SAVINGS AND INVESTMENT PLAN - A --------------------------------------- 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 $ 7,573,665 T. Rowe Price Equity Index Fund 5,359,671 T. Rowe Price Equity Income Fund 6,835,157 Sales: - ------------- T. Rowe Price Custom Stable Value Fund $ 7,740,988 $ 7,740,988 $ - T. Rowe Price Equity Index Fund 2,302,256 2,670,585 368,329 T. Rowe Price Equity Income Fund 2,503,214 3,076,003 572,789 13 SCHEDULE II ATLANTIC ELECTRIC - ----------------- 401 (K) SAVINGS AND INVESTMENT - A ---------------------------------- 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 $31,248,485 $31,248,485 Equity Index Fund Mutual Fund 11,378,183 16,796,691 Equity Income Fund Mutual Fund 19,645,911 25,475,905 Spectrum Growth Fund Mutual Fund 2,979,220 3,266,896 International Stock Fund Mutual Fund 1,594,667 1,630,551 Atlantic Energy, Inc. Stock * Common Stock 318,080 360,544 Participant Loans Various loans at 9%, maturing January 1998 through September 2012 1,564,367 1,564,367 --------------------- ---------------------- TOTAL ASSETS HELD FOR INVESTMENT $68,728,913 $80,343,439 ===================== ======================
*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-----