PECO ENERGY CO
8-K, 1998-01-26
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: January 26, 1998




                               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

On January 26, 1998, the Board of Directors of PECO Energy Company,  as a result
of recent  regulatory  actions and the changing business  environment,  voted to
reduce the  Company's  quarterly  common stock  dividend from 45 cents per share
($1.80 on an annual  basis)  to 25 cents per share  ($1.00 on an annual  basis),
effective  with  the  first  quarter  dividend,  payable  on March  31,  1998 to
shareholders of record on February 20, 1998.

The  Company  also  reported  a net loss for 1997 of $1.5  billion  or $6.80 per
share.  Included in these  results was an  extraordinary  charge of $3.1 billion
($1.8 billion net of taxes) or $8.24 per share in the fourth  quarter to reflect
the effects of the December 1997  Pennsylvania  Public Utility  Commission (PUC)
Order (as revised in January  1998) in the Company's  restructuring  proceeding.
Also included in these results were several  non-recurring charges totaling $214
million  ($125  million  net of taxes) or $0.56 per  share;  and a gain of $68.9
million ($0.18 per share) from a settlement  agreement  resolving a suit against
Public  Service  Electric  and Gas  Company  concerning  the  shutdown  of Salem
Generating Station.

"We know how important our dividend is to our  shareholders  and did not come to
this decision easily,  but the consequences of the PUC Order require this course
of action,"  said Corbin A.  McNeill,  Jr.,  PECO  Energy's  chairman  and chief
executive  officer.  "After carefully  weighing many factors,  I believe today's
action to reduce the dividend is the most prudent decision to make at this time,
and is in the best long-term  interests of our investors.  In addition,  we will
implement an aggressive cost containment program to help restore earnings."

Fourth quarter net loss was $1.891  billion,  or $8.51 per share,  compared with
net income of $118 million or $0.51 per share, for the fourth quarter of 1996.









<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. Barry Mitchell
                                                         -----------------------
                                                         Vice President, Finance
                                                                   and Treasurer

January 26, 1998










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