PECO ENERGY CO
8-K, 1999-10-19
ELECTRIC & OTHER SERVICES COMBINED
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 8-K


                                 CURRENT REPORT




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



                                October 15, 1999
                               (Date of earliest
                                 event reported)




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




          PENNSYLVANIA                1-1401              23-0970240
        (State or other             (Commission         (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

The matters  discussed in this Report include  forward-looking  statements.  The
Company's  current  expectations,  anticipated  plans and estimates set forth in
these statements are dependent on numerous  factors which may change,  including
transaction closing, plant operating conditions and cost structure.  Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this Report.

On October 15, 1999,  the Vermont  Yankee  Nuclear  Power  Corporation  (VYNPC),
owners of the Vermont Yankee Nuclear Power Station (Vermont Yankee),  accepted a
bid for the plant from  AmerGen  Energy  Company,  L.L.C.  (AmerGen),  the joint
venture  between PECO Energy  Company  (the  Company)  and British  Energy.  The
parties  expect  execution  of a binding  purchase  and sale  agreement to occur
within the next week.

According  to the  Agreement,  and  conditioned  upon the  receipt of  necessary
regulatory  approvals,  at closing,  AmerGen will pay $23.5 million to VYNPC for
Vermont  Yankee.  The purchase price of $23.5 million is based on a closing date
of July 1, 2000 and is subject to certain  adjustments.  Upon  closing,  AmerGen
will assume operating responsibility for Vermont Yankee.

Under the Agreement,  AmerGen will offer employment to substantially all present
Vermont  Yankee  personnel  employed at the time of ownership  transfer and will
recognize the International  Brotherhood of Electrical  Workers Local 300 as the
bargaining agent for the transferred bargaining unit employees.

At  closing,  AmerGen  will  assume  full  responsibility  for all future  plant
operating  and  maintenance  costs  as well as the cost of  decommissioning  the
plant.  As a condition of the sale,  at closing,  Vermont  Yankee's  owners will
transfer to AmerGen a  decommissioning  fund with a value of $313  million as of
July 1, 2000. Based on current fund return assumptions,  the fund is expected to
grow to a level  sufficient  to  decommission  the plant at the  expected end of
license life.

AmerGen will enter into a Power Purchase  Agreement (PPA) with VYNPC under which
VYNPC will buy approximately 64% of the capacity,  energy and ancillary products
of the  Power  Station  through  the  end of its  licensed  life  in  2012,  and
approximately  36% of the capacity,  energy and ancillary  products of the Power
Station  under  a  short-term  PPA (61  months).  The  owners  that  select  the
short-term PPA also have an option to buy out of the PPA.

Closing  will be subject  to,  among  other  things,  receipt  of all  necessary
federal, state and local regulatory approvals, including approvals from the U.S.
Nuclear Regulatory  Commission,  the Federal Energy Regulatory  Commission,  the
Securities and Exchange Commission and the Vermont Public Service Board.

Based on the terms of the Agreement,  the Company  expects the transaction to be
accretive to earnings.

<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\ Jean H. Gibson
                                     -----------------------
                                     Vice President & Controller

October 19, 1999





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