PECO ENERGY CO
8-K, 1997-07-18
ELECTRIC & OTHER SERVICES COMBINED
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                                    FORM 8-K





                       SECURITIES AND EXCHANGE COMMISSION




                              Washington, DC 20549

                                 CURRENT REPORT



                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934




                          Date of Report: July 18, 1997



                               PECO ENERGY COMPANY
             (Exact name of registrant as specified in its charter)



                         PENNSYLVANIA 1-1401 23-0970240
                       (State or other (SEC (IRS Employer
                   jurisdiction of file number) Identification
                             incorporation) Number)




              230l Market Street, Philadelphia, Pennsylvania 19101
               (Address of principal executive offices) (Zip Code)



               Registrant's telephone number, including area code:
                                 (215) 841-4000



<PAGE>


Item 5. Other Events

As previously  reported in the Company's  Current Report on Form 8-K dated April
1,  1997,  the  Company  filed  its  comprehensive  restructuring  plan with the
Pennsylvania Public Utility Commission (PUC) under the Pennsylvania  Electricity
Generation Customer Choice and Competition Act (Competition Act).

The Company  today filed with the PUC rebuttal  testimony  in its  restructuring
proceeding.

The  testimony  filed today  responds to previously  filed  proposals by various
intervening  parties and discusses the impact on the Company's  future financial
condition  and results of  operations  of some of these  proposals.  The Company
urges the PUC to reject  these  extreme  positions  in favor of a more  measured
approach  which  fairly  balances  the  interests  of  all  constituencies,   as
contemplated by the Competition Act.

Thirteen parties have submitted  testimony  covering a broad spectrum of issues.
Some have confined their comments to relatively narrow areas of concern;  others
have commented on virtually every aspect of the Company's filing.  Three parties
have set forth comprehensive  proposals:  Office of Trial Staff (OTS); Office of
Consumer Advocate (OCA); and the Philadelphia Area Industrial Energy Users Group
(PAIEUG).


The Company's rebuttal witnesses address the following major subject areas:

         Quantification/Recovery of Stranded Costs

         Allocation of Costs and Rate Unbundling

         Universal Service

         Consumer Education

         Economic Impact on Community



Quantification/Recovery of Stranded Costs

Several  parties have proposed,  either  expressly or  implicitly,  that the PUC
reduce the Company  recoverable  costs through various forms of "sharing." These
proposals fall into the following broad categories:

         Reduced  stranded  generation  costs resulting from the use of a higher
         market   price   projection   than  that   proposed  by  the   Company.
         Recommendations that shareholders be required to absorb a percentage of
         stranded generating costs.  Recommendations that shareholders be forced
         to forgo a return on their investment.
         Denial of recovery of all or a portion of future decommissioning costs.


While the testimony addresses each issue separately,  it also provides a summary
of the impact on the  Company's  financial  condition  of the OTS,  OCA,  PAIEUG
proposals as compared to the Company's proposal.

<PAGE>


 Recommendations for stranded cost recovery are summarized below:

              The Company  $6.8 billion
              OTS          $4.9 billion;  70/30 customer/shareholder
                                    sharing of stranded plant
              OCA          $4.3 billion;  no return on stranded plant
              PAIEUG                $3.7 billion;  no return on stranded plant


If any of the  intervenor  proposals  is  adopted,  the impact on the  Company's
financial condition would be significant.

         The OCA and PAIEUG  proposals  would cause a write-off of at least $798
         million,  or more than $2.00 per  share,  in  regulatory  assets in the
         1997-98 time frame.

         Cash flow and other  critical  financial  measures  would be negatively
         affected.  Cash flow would not be expected to meet  scheduled  maturity
         needs,  dividend,  and capital expenditures during virtually the entire
         transition period.

         The Company expects that it would not maintain an S&P  investment-grade
         rating of its mortgage  bonds during  virtually  the entire  transition
         period.

         The proposals would significantly jeopardize the ability of the Company
to maintain its current dividend.


The Company cannot currently predict what decision the PUC will ultimately reach
in the  Company's  restructuring  proceeding  or what impact that  decision will
ultimately  have  on  the  Company's  future  financial  condition,  results  of
operation or common stock dividend.

A final decision in the  restructuring  proceeding is not expected until January
1998. The schedule:

                           August 1         Opposing Party Surrebuttal

                           August 4-22      Evidentiary Hearings

                           November 4       ALJ Recommended Decision

                           December 18      Polling by Commissioners

                           January 8, 1998  Commission Order




Estimated Financial Impact of Restructuring Proposals

The following  estimates  were prepared by the Company solely for the purpose of
demonstrating  in the Company's  rebuttal  testimony the relative  impact of the
Company's  proposal and the  intervenors'  proposals on the Company's  financial
condition.  The  estimates  are not  intended  to be and should not be used as a
forecast or projection of the Company's future financial condition or results of
operation.  The Company  currently does not provide analysts with projections of
future earnings and does not anticipate  changing this policy in the foreseeable
future.



<PAGE>


<TABLE>
Earnings Per Share ($/sh)
<CAPTION>
                  1999          2000          2001         2002         2003         2004         2005

<S>    <C>        <C>           <C>           <C>          <C>          <C>          <C>          <C> 
       PECO(1)     1.32         1.45          1.62         1.64         1.65         1.59         1.55
       OTS         0.07         0.42          1.03         1.22         1.41         1.56         1.69
       OCA        (0.17)        0.13          0.67         0.83         0.98         1.09         1.18
       PAIEUG     (0.16)        0.14          0.67         0.81         0.95         1.07         1.15

<FN>
 (1)     Assumes   $6.8   billion   stranded   cost   recovery;   $1.1   billion
         securitization; seven-year Competitive Transition Charge (CTC) recovery
         period.   Extension  of  the  CTC  recovery  period  and/or  additional
         securitization   would  result  in  higher  earnings  per  share.   The
         opportunity for both is provided for in the Competition Act.
</FN>
</TABLE>


<TABLE>
Net Cash Flow (2)  (Mil $)
<CAPTION>
                  1999         2000         2001         2002         2003          2004         2005

<S>               <C>          <C>          <C>          <C>          <C>           <C>          <C>
       PECO       (183)         280            2         (172)        (124)         330          236
       OTS        (558)         (29)        (216)        (361)        (276)         220          160
       OCA        (667)        (137)        (331)        (479)        (400)          89           24
       PAIEUG     (669)        (170)        (365)        (517)        (440)          51          (17)

<FN>
 (2)     Defined as cash from operations less scheduled maturities, capital
         expenditures and common dividends.

</FN>
</TABLE>

<TABLE>
Net Cash Flow Per Share ($/sh)
<CAPTION>
                  1999         2000          2001         2002         2003          2004        2005

<S>               <C>          <C>           <C>          <C>          <C>           <C>         <C> 
       PECO       (0.92)        1.41          0.01        (0.86)       (0.62)        1.66         1.19
       OTS        (2.80)       (0.15)        (1.09)       (1.81)       (1.39)        1.11         0.80
       OCA        (3.10)       (0.64)        (1.54)       (2.23)       (1.86)        0.41         0.11
       PAIEUG     (3.25)       (0.79)        (1.70)       (2.40)       (2.05)        0.24        (0.08)


<FN>
Shares (3)
(3)      The Company and OTS - 199 million shares outstanding for the
         entire transition period (1999-2005);

         OCA  and  PAIEUG  - 215  million  shares  outstanding  for  the  entire
         transition period (1999-2005).
</FN>
</TABLE>


                                     * * * *




<PAGE>



                                   SIGNATURES




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.




                                                             PECO ENERGY COMPANY


                                                               s\ J. B. Mitchell
                                                        Vice President - Finance
                                                                   and Treasurer


July 18, 1997










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