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Previous: RALCORP HOLDINGS INC /MO, DEF 14A, 1998-12-17 |
Next: AUDIO HIGHWAY-COM, SB-2MEF, 1998-12-17 |
<PAGE> 1
Filed with the Securities
and Exchange Commission
on December 17, 1998
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58 OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
For the quarterly period ended September 30, 1998
Conectiv
(Name of Registered Holding Company)
800 King Street
Wilmington, DE 19899
(Address of Principal Executives Offices)
Inquiries concerning this Form U-9C-3 may
be directed to either:
Peter F. Clark
General Counsel
Conectiv
800 King Street
Wilmington, DE 19899
or
Louis M. Walters
Treasurer
Conectiv
800 King Street
Wilmington, DE 19899
(302) 429-3525
<PAGE> 2
Conectiv
FORM U-9C-3
For the Quarter Ended September 30, 1998
Table of Contents
-----------------
Page
Item 1. Organization Chart 1
Item 2. Issuance's and Renewals of Securities and
Capital Contributions 1
Item 3. Associated Transactions 1
Item 4. Summary of Aggregate Investment 2
Item 5. Other Investments 3
Item 6. Financial Statements and Exhibits 3
SIGNATURE 4
<PAGE> 3
Item 1. - ORGANIZATION CHART
<TABLE>
<CAPTION>
Percentage
Energy or of Voting
Name of Gas Related Date of State of Securities
Reporting Company Company Organization Organization Held Nature of Business
- ----------------- ------- ------------ ------------ ---- ------------------
<S> <C> <C> <C> <C> <C>
Conectiv
Petron Oil Corporation Energy- 8/22/80 PA 100% Energy Commodity
related Marketing
</TABLE>
Item 2. - ISSUANCE'S AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
CAPITAL CONTRIBUTIONS:
<TABLE>
<CAPTION>
Principal Amount of Person to Whom Security
Company Issuing Security Type of Security Issued Security Was Issued
------------------------ ----------------------- -------- ----------
<S> <C> <C> <C>
Petron Oil Corporation Promissory Note * Conectiv
</TABLE>
* Confidential Treatment Requested
Item 3. - ASSOCIATED TRANSACTIONS
Part I. - Transactions performed by reporting companies on behalf of associate
companies.
<TABLE>
<CAPTION>
Types of Direct Total
Reporting Company Associate Company Services Costs amount
Rendering Services Receiving Services Rendered Charged Billed
- ------------------ ------------------ -------- ------- ------
<S> <C> <C> <C> <C>
Enerval L.L.C. Delmarva Power & Gas Sales * *
Light Company
</TABLE>
* Confidential Treatment Requested
1
<PAGE> 4
Part II - Transactions performed by associate companies on behalf of reporting
Companies.
<TABLE>
<CAPTION>
Types of Direct Total
Associate Company Reporting Company Services Costs amount
Rendering Services Receiving Services Rendered Charged Billed
- ------------------ ------------------ -------- ------- ------
<S> <C> <C> <C> <C>
Delmarva Power & Enerval L.L.C. Gas Sales * *
Light Company
Conectiv Resource Delmarva Operating Core Business * *
Partners, Inc. Services Company Support
Conectiv Resource Conectiv Energy Financial services * *
Partners, Inc. Supply, Inc.
Conectiv Resource Petron Oil Corporation Core Business * *
Partners, Inc. support and
Financial services
Conectiv Resource Delmarva Services Inc. Core Business * *
Partners, Inc. support and
Financial and
Corporate services
Atlantic City Petron Oil Tank Storage * *
Electric Company Corporation
</TABLE>
* Confidential Treatment Requested
Item 4. - SUMMARY OF AGGREGATE INVESTMENT
<TABLE>
<CAPTION>
Investments in energy-related companies (in thousands):
<S> <C> <C>
Total consolidated capitalization as of September 30, 1998 $3,949,039 Line 1
Total capitalization multiplied by 15%
(Line 1 multiplied by 0.15) 592,356 Line 2
Greater of $50 million or line 2 592,356 Line 3
Total current aggregate investment:
(categorized by major line of energy-related business)
Energy-related business Category - Rule 58(b)(1)(v) *
Total current aggregate investment * Line 4
---------
Difference between the greater of $50 million or 15% of
capitalization and the total aggregate investment of the
registered holding company system * Line 5
(line 3 less line 4) =========
Investments in gas-related companies:
NONE
</TABLE>
* Confidential Treatment Requested
2
<PAGE> 5
Item 5. - OTHER INVESTMENTS
<TABLE>
<CAPTION>
Major Line of Energy- Other Investment in Other Investment in this Reason for Difference in
Related Business Last U-9C-3 Report U-9C-3 Report Other Investment
---------------- ------------------ ------------- ----------------
<S> <C> <C> <C>
NONE
</TABLE>
Item 6. - FINANCIAL STATEMENTS AND EXHIBITS
A. Financial Statements:
Exhibit A-1. Financial statements of Conectiv (incorporated by
reference to the filing by Conectiv on Form 10-Q for
the period ended September 30, 1998.)
Exhibit A-2. Financial statements of Petron Oil Corporation
B. Exhibits:
Exhibit B-1.1 Sublease Agreement between Conectiv/CNE Energy
Services, LLC and Petron Oil Corporation dated August
13, 1998 (includes lease agreement between Delmarva
Power & Light Company and Conectiv/CNE Energy
Services LLC dated August 13, 1998 as Exhibit A)
(Confidential Treatment Requested).
Exhibit B-1.2 Tank Storage Agreement between Petron Oil Corporation
and Atlantic City Electric Company (Confidential
Treatment Requested).
Exhibit B-1.3 Service Agreement between Conectiv Resource Partners,
Inc. and Conectiv Energy Supply, Inc. (formerly
Delmarva Energy Company) dated March 1, 1998
Exhibit B-1.4 Service Agreement between Conectiv Resource Partners,
Inc. and Delmarva Services Company dated March 1,
1998 (excludes appendixes A and B filed with Exhibit
B-1.3 above)
Exhibit B-2. Certificate of Conectiv.
3
<PAGE> 6
SIGNATURE
The undersigned registered holding company has duly caused this
quarterly report to be signed on its behalf by the undersigned officer thereunto
duly authorized pursuant to the requirements of the Public Utility Holding
Company Act of 1935.
Conectiv.
By: /s/ LOUIS M. WALTERS
---------------------
Louis M. Walters
Treasurer
December 17, 1998
4
<PAGE> 1
Exhibit A-2
PETRON
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
September 30,
1998
-------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents *
Accounts receivable *
Inventory *
Prepayments *
-------------
*
PROPERTY, PLANT, & EQUIPMENT, NET *
-------------
GOODWILL & OTHER INTANGIBLES *
-------------
DEFERRED CHARGES *
-------------
TOTAL ASSETS *
=============
CAPITALIZATION AND LIABILITIES
CURRENT LIABILITIES
Short-term debt *
Accounts payable--general *
Accounts payable to associated companies *
Taxes accrued *
Interest accrued *
Other *
-------------
*
-------------
CAPITALIZATION
Paid-in capital *
Retained earnings *
-------------
Total common stockholder's equity *
Notes payable to Conectiv *
-------------
*
-------------
TOTAL CAPITALIZATION AND LIABILITIES *
=============
</TABLE>
* Confidential Treatment Requested
<PAGE> 2
Exhibit A-2
PETRON
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
9/30/98 9/30/98
------------ -----------
<S> <C> <C>
OPERATING REVENUES
Other services * *
Revenues from associated companies * *
------------ -----------
* *
------------ -----------
OPERATING EXPENSES
Other services' cost of sales * *
Operating expenses -- associated companies * *
Operating expenses -- general * *
Depreciation and amortization * *
------------ -----------
* *
------------ -----------
OPERATING INCOME * *
------------ -----------
OTHER INCOME * *
------------ -----------
INTEREST EXPENSE
Borrowings from associated companies * *
Short-term debt * *
------------ -----------
* *
------------ -----------
INCOME BEFORE INCOME TAXES * *
------------ -----------
INCOME TAXES * *
------------ -----------
NET INCOME * *
============ ===========
</TABLE>
Note:
- -----
Petron was acquired in March 1998 and the acquisition was recorded in the second
quarter of 1998. Petron's operating results for March 1998 to September 1998,
which are immaterial to Conectiv on a consolidated basis, are reflected in
Conectiv's consolidated Statement of Income as shown above.
* Confidential Treatment Requested
<PAGE> 1
Exhibit B-1.1
Exhibit B-1.1 Sublease Agreement between Conectiv/CNE Energy Services, LLC and
Petron Oil Corporation dated August 13, 1998 (includes lease agreement between
Delmarva Power & Light Company and Conectiv/CNI Energy Services LLC dated August
13, 1998 as Exhibit A) (Confidential Treatment Requested).
5
<PAGE> 1
Exhibit B-1.2
Exhibit B-1.2 Tank Storage Agreement between Petron Oil Corporation and Atlantic
City Electric Company (Confidential Treatment Requested).
6
<PAGE> 1
Exhibit B-2
CERTIFICATE
-----------
I hereby certify that the Form U-9C-3 for Conectiv for the previous quarter has
been provided to the state commissions listed below:
Delaware Public Service Commission
861 Silver Lake Boulevard
Cannon Building, Suite 100
Dover, DE 19904
Maryland Public Service Commission
6 St. Paul Centre, 16th Floor
Baltimore, MD 21202
Virginia State Corporation Commission
1300 E. Main Street
Tyler Building
Richmond, VA 23219
Board of Public Utilities
Two Gateway Center
Newark, NJ 07102
CONECTIV
BY: /s/ LOUIS M. WALTERS
------------------------
Louis M. Walters
Treasurer
Date: November 25, 1998
7
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