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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 2, 1998
CONECTIV
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 1-13895 51-0377417
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
800 King Street, P.O. Box 231, Wilmington, Delaware 19899
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's Telephone Number, Including Area Code 302-429-3114
None
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On October 29, 1998, the Company issued a press release announcing
the Company's Third Quarter 1998 results. A copy of the press release is
attached hereto as Exhibit 99(a) and is incorporated herein in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
A press release announcing the Company's Third Quarter 1998 results.
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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.
Conectiv
(Registrant)
Date: November 2, 1998 /s/ L.M. Walters
------------------------------
Treasurer
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EXHIBIT INDEX
99(a) - Press release announcing the Company's Third Quarter 1998 results.
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[CONECTIV LOGO]
CONECTIV ANNOUNCES THIRD QUARTER 1998 RESULTS
Contact: Bob Marshall, Investor Relations 302-429-3114
Ted Caddell, Public Affairs 302-429-3264
OCTOBER 29, 1998
FOR IMMEDIATE RELEASE
Wilmington DE - Conectiv (NYSE: CIV) today announced earnings for the
third quarter and year-to-date periods ending September 30, 1998. Conectiv
earnings applicable to common stock for the third quarter 1998 were $84.2
million, or $0.83 per basic and diluted common share compared with $38.3 million
or $0.63 per basic and diluted common share for the third quarter of 1997.
Reported results for the third quarter of 1998 reflect the combined performance
of Delmarva Power & Light and Atlantic Energy which merged on March 1, 1998 and
are based on 101 million average shares outstanding, compared with 61.2 million
average shares in the third quarter of 1997.
On a consolidated basis, third quarter 1998 basic earnings per common
share were $0.83, compared with third quarter 1997 proforma basic earnings per
common share of $0.71. The 1998 results reflect an increase in utility earnings
due to higher weather-related net electric revenues and lower operating and
maintenance expenses, offset in part by continued investment in new competitive
businesses.
"Conectiv is leading the way in the region providing high quality,
essential services for homes and businesses, including energy,
telecommunications, heating, cooling and plumbing
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services," said Howard Cosgrove, Chairman and CEO of Conectiv. "The third
quarter 1998 results saw higher, weather-related net electric revenues and lower
operations and maintenance expenses in our core utility business. The utility
results were partially offset by investments in new businesses, which continue
to perform on plan," said Cosgrove.
"As the energy services markets become competitive, we continue to look
for new and innovative ways to reach more people with our essential services,"
Cosgrove said. "Conectiv has received key endorsements from area organizations
such as the Building Owners and Managers Association (BOMA) of Philadelphia and
the Energy Cooperative Association of Pennsylvania, Conectiv is also partnering
with AAA Mid-Atlantic to offer new telecommunications and home service programs
exclusively to AAA members."
Conectiv was created through the merger of Delmarva Power & Light Company
and Atlantic Energy, Inc. on March 1, 1998. The merger has been accounted for
using the purchase method of accounting, with Delmarva as the acquirer. The
Conectiv family of companies includes Delmarva, Atlantic, Conectiv
Communications (telecommunications), Conectiv Services (HVAC services), Conectiv
Energy (retail electric and gas), Conectiv Solutions (energy services) and
Conectiv Thermal (district heating/cooling).
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CONECTIV
- --------------------------------------------------------------------------------
(Dollars in Thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating Revenues $1,012,479 $ 400,502 $2,200,109 $1,057,549
---------- ---------- ---------- ----------
Operating Income $ 200,755 $ 85,509 $ 332,347 $ 200,035
---------- ---------- ---------- ----------
Net Income $ 93,668 $ 38,319 $ 129,034 $ 79,810
---------- ---------- ---------- ----------
Earnings applicable to common stock
Common stock $ 84,221 $ 38,319 $ 117,395 $ 79,810
Class A common stock 9,447 -- 11,639 --
---------- ---------- ---------- ----------
$ 93,668 $ 38,319 $ 129,034 $ 79,810
========== ========== ========== ==========
Average shares outstanding (000)
Common stock 101,011 61,247 92,253 61,093
Class A common stock 6,561 -- 6,561 --
Earnings per average share--basic and diluted
Common stock $ 0.83 $ 0.63 $ 1.27 $ 1.31
Class A common stock $ 1.44 -- $ 1.77 --
Dividends declared per share
Common stock $ 0.385 $ 0.385 $ 1.155 $ 1.155
Class A common stock $ 0.80 -- $ 2.40 --
</TABLE>
Note:
For the nine months ended September 30, 1998, employee separation and other
merger-related costs reduced operating income, net income, and earnings per
average common share by $27.1 million, $16.4 million, and $0.18,
respectively.
The merger was accounted for under the purchase method of accounting, with
Delmarva Power & Light as the acquirer. Based on the merger date of March 1,
1998, the Consolidated Statement of Income for the nine months ended
September 30, 1998 includes seven months of results operations for the
Atlantic Companies.
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