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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): July 27, 1999
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Commission Registrant, State of Incorporation I.R. S. Employer
File Number Address and Telephone Number Identification Number
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<S> <C> <C>
1-13895 Conectiv (a Delaware Corporation) 51-0377417
800 King Street
P.O. Box 231
Wilmington, Delaware 19899
Telephone (302) 429-3114
1-1405 Delmarva Power & Light Company 51-0084283
(a Delaware and Virginia Corporation)
800 King Street
P.O. Box 231
Wilmington, Delaware 19899
Telephone (302) 429-3114
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Item 5. OTHER EVENTS
The following was released by the Company on July 27, 1999:
[GRAPHIC]
Contact: Bob Marshall, Investor Relations 302-429-3114
Ted Caddell, Public Affairs 302-429-3264
Conectiv Posts Earnings Per Share of $0.31
For Second Quarter 1999
July 27, 1999
FOR IMMEDIATE RELEASE
Wilmington, DE - Conectiv (NYSE: CIV) today reported earnings of $0.31 per
Common Share for the second quarter ended June 30, 1999, a 10.7% increase when
compared with adjusted earnings per Common Share of $0.28 for the same period
last year. The prior year's second quarter reflects a non-recurring gain for
settling employee severance arrangements of $0.09 per Common Share. Including
that non-recurring gain, earnings were $0.37 per Common Share for the second
quarter of 1998.
"As a whole, our new businesses improved over last year and continue to
perform according to plan. We are beginning to realize the fruits of our efforts
in the competitive arena, with our HVAC and communications groups growing and
becoming key contributors to our revenue growth, " said Howard E. Cosgrove,
Chairman, President and CEO of Conectiv. "We are excited about the opening of
the New Jersey electric markets on August 1st. Our New Jersey regulated
customers will receive a price reduction of 10 percent over the next
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four years, and have the ability to choose their energy provider. Our focus will
continue to be to provide the same reliable services to our regulated customers,
as well as growing revenues by providing additional vital services to all
customers in the Mid-Atlantic region" said Cosgrove.
"We believe Conectiv Energy, our competitive retail energy business, will
make a powerful showing in the New Jersey market because of our name
recognition, our successful track record in the Pennsylvania market, and our
competitively-priced green power offering," Cosgrove said.
Consolidated revenues for the second quarter of 1999 were $802.5 million,
compared with $684.0 million for the same period last year. Net Income was $31.4
million in the second quarter of 1999, compared with an adjusted $30.7 million
for the second quarter of 1998.
For the six months ended June 30, 1999, reported earnings per Common Share
were $0.78 , compared with $0.38 for the six months ended June 30, 1998, based
upon 99.3 million and 87.9 million Common shares outstanding, respectively.
Excluding unusual, nonrecurring items in both periods, adjusted earnings for the
six months ended June 30, 1999 were $0.67 per Common share, compared with $0.56
per Common Share for the six months ended June 30, 1998.
Conectiv (NYSE: CIV) provides vital products such as energy, energy
consulting, heating and cooling, and telecommunications services to homes and
businesses in the mid-Atlantic region. Copies of this release are available on
the Conectiv website at www.conectiv.com
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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, provide 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 Press Release. Such statements
are based on beliefs of Conectiv's (the "Company'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. The Company 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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CONECTIV
--------
(Dollars in Thousands, except per share amounts)
(Unaudited)
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Three Months Ended Six Months Ended
June 30, June 30,
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1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Operating Revenues $ 802,480 $ 684,039 $1,749,065 $1,187,630
Net Income $ 31,359 $ 39,344 $ 80,054 $ 35,366
Earnings applicable to common stock
Common stock $ 30,061 $ 37,310 $ 77,424 $ 33,174
Class A common stock 1,298 2,034 2,630 2,192
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$ 31,359 $ 39,344 $ 80,054 $ 35,366
Average shares outstanding (000)
Common stock 98,120 101,063 99,326 87,874
Class A common stock 6,408 6,561 6,484 6,561
Earnings per average share--basic and diluted
Common stock $ 0.31 $ 0.37 $ 0.78 $ 0.38
Class A common stock $ 0.20 $ 0.31 $ 0.41 $ 0.33
Dividends declared per share
Common stock $ 0.22 $ 0.385 $ 0.605 $ 0.77
Class A common stock $ 0.80 $ 0.80 $ 1.60 $ 1.60
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Notes:
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(1) Net income for the six months ended June 30, 1999 includes $10.6 million
($0.11 per average common share) from Conectiv's equity in earnings of a
venture capital fund which invests in energy-related technology and
services companies, including internet service companies.
(2) Enhanced retirement offers and other employee separation programs were
utilized in 1998 to reduce the workforces of Conectiv's subsidiaries.
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Shown below are the effects on 1998 interim operating results of employee
separation costs, other Merger-related costs expensed, and the net gains
which resulted from curtailments and settlements of pensions and other
postretirement obligations.
Three Months Six Months
Ended Ended
6/30/98 6/30/98
Net Income (millions of dollars) $ 8.6 $ (16.0)
Earnings Per Average Common Share $ 0.09 $ (0.18)
(3) Conectiv's consolidated operating results for the six months ended June
30, 1998 include four months of operating results for Atlantic City
Electric Company and the nonutility businesses formerly owned by Atlantic
Energy, Inc., in accordance with the purchase method of accounting, and
the Merger date of March 1, 1998.
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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
Delmarva Power & Light Company
Date: July 28, 1999 /s/Philip M. Reese
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Treasurer
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