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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 3, 2000
COMMISSION FILE NUMBER REGISTRANT, STATE OF I.R.S. EMPLOYER
INCORPORATION, ADDRESS AND IDENTIFICATION
TELEPHONE NUMBER NUMBER
1-13895 Conectiv 51-0377417
(a Delaware Corporation)
800 King Street
P.O. Box 231
Wilmington, Delaware 19899
Telephone: (302) 429-3114
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ITEM 5. OTHER EVENTS
AGREEMENTS FOR THE SALE OF ELECTRIC GENERATING PLANTS
For information concerning agreements for the sale of the nuclear and
non-strategic baseload fossil fuel-fired electric generating plants of Delmarva
Power & Light Company (DPL) and Atlantic City Electric Company (ACE), see Note
13 to the Consolidated Financial Statements included in Item 8 of Part II of
Conectiv's 1999 Annual Report on Form 10-K.
As discussed in Note 13 to the Consolidated Financial Statements included in
Item 8 of Part II of Conectiv's 1999 Annual Report on Form 10-K, consummation of
the sales of the nuclear and non-strategic baseload fossil fuel-fired electric
generating plants is subject to the receipt of required regulatory approvals. In
addition, the agreements for the sales of the electric generating plants
contemplated that the sales of the plants of ACE and DPL would occur
simultaneously. Appeals relating to certain deregulation matters in New Jersey
have resulted in delays in issuing required regulatory approvals and a delay of
the closings of the sales of the electric generating units. As a result,
Management entered into discussions with the prospective purchasers of its
interests in the nuclear electric generating plants. See discussion below.
Management currently expects the sale of DPL's interests in the nuclear electric
generating plants to take place during the fourth quarter of 2000 or the first
quarter of 2001, and the remainder of the sales to take place during fiscal year
2001. However, Management cannot predict the timing or outcome of such appeals,
the effect thereof on the ability of ACE and DPL to consummate the sales or the
impact thereof on ACE's ability to recover or securitize any related stranded
costs.
WHOLESALE TRANSACTION CONFIRMATION LETTER AGREEMENTS
As discussed above, consummation of the sales of these electric generating
plants has been delayed. Subsequently, DPL and ACE entered into Wholesale
Transaction Confirmation letter agreements (Letter Agreements) on October 3,
2000. The Letter Agreements provide for the sale of the electricity output and
capacity associated with the ownership interests of DPL and ACE in the Peach
Bottom Atomic Power Station (Peach Bottom) and Salem Nuclear Generating Station
(Salem), and the ownership interest of ACE in the Hope Creek Nuclear Generating
Station (Hope Creek). PECO Energy Company (PECO) and PSEG Energy Resources &
Trade LLC (PSER&T), an indirect subsidiary of Public Service Enterprise Group,
will purchase the electricity output and capacity from DPL and ACE under the
Letter Agreements, as shown in the table below.
<TABLE>
<CAPTION>
Seller Electricity and Capacity Associated With Purchaser(s)
--------- ---------------------------------------- ---------------------------------------
<S> <C> <C>
DPL DPL's 7.51% interest in Peach Bottom PECO (50%) and PSER&T (50%)
ACE ACE's 7.51% interest in Peach Bottom PECO (50%) and PSER&T (50%)
DPL DPL's 7.41% interest in Salem PSER&T
ACE ACE's 7.41% interest in Salem PSER&T
ACE ACE's 5.0% interest in Hope Creek PSER&T
</TABLE>
The Letter Agreements became effective October 7, 2000, and will terminate, with
respect to the respective ACE and DPL interests in the electricity output and
capacity at a given nuclear electric generating plant, upon the earlier of (1)
the closing of the sale of that plant, (2) the termination in accordance with
its terms of the purchase agreement relating to the sale of such plant or (3)
September 30, 2001.
In exchange for the electricity output and capacity purchased by it from a given
plant, PECO and PSER&T will reimburse ACE or DPL for the nuclear fuel amortized
during the term of the Letter Agreements at such plant, and will be responsible
for the payment of operation and maintenance costs, inventories, capital
expenditures (subject, in certain circumstances, to reimbursement by ACE and
DPL) and certain other liabilities associated with the ownership interests of
ACE and DPL in such plant.
In addition, ACE, DPL, PECO and PSEG Power LLC, a subsidiary of Public Service
Enterprise Group, amended the respective purchase agreements relating to the
sale of the nuclear electric generating plants,
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among other things, to give effect to the transactions contemplated by the
Letter Agreements and to permit separate closings of the sales of the ACE and
DPL interests in such plants.
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, PROVIDED 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 STATEMENT. FORWARD-LOOKING
STATEMENTS HAVE BEEN MADE IN THIS REPORT. SUCH STATEMENTS ARE BASED ON BELIEFS
OF CONECTIV'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; 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. CONECTIV
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.
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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
By: Philip S. Reese
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Philip S. Reese
Vice President and Treasurer
Date: October 20, 2000
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