PECO ENERGY CO
8-K, 2000-08-10
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



                                 August 8, 2000
                                (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                (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.

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

On August 8, 2000, AmerGen Energy Company (AmerGen), the Company's joint venture
with British Energy plc, and GPU, Inc. (GPU),  announced they have completed the
sale of GPU's Oyster Creek Nuclear  Generating  Facility (Oyster Creek) in Lacey
Township,  NJ, to AmerGen for $10 million.  The sale includes the  619-megawatt,
single unit boiling water reactor and adjacent former farm property. AmerGen now
holds the license for Oyster Creek's operation and has full  responsibility  and
authority over the nuclear station.

An  agreement  on the sale was  reached in  September,  1999.  The U.S.  Nuclear
Regulatory  Commission  approved transfer of the operating license to AmerGen on
June 6, 2000. The New Jersey Board of Public Utilities approved the sale on July
20, 2000.

"The sale of Oyster  Creek is the final  significant  step in GPU's  exiting the
merchant generation business," said Fred D. Hafer, chairman, president and chief
executive  officer of GPU. "We are now sharply focused on the  transmission  and
distribution of electricity, as well as new, non-regulated businesses,  which we
believe hold the key to our future growth."

The sale will provide the Oyster Creek  employees with an opportunity to join an
organization  that is becoming a major operator and owner of nuclear  generating
facilities.

The purchase of Oyster Creek marks  another  acquisition  in AmerGen's  business
plan to become one of the nation's  leading nuclear power  generators.  In 1999,
AmerGen  purchased the Clinton  Nuclear Power Station  (Clinton) in Illinois and
Three Mile Island Unit No. 1 Nuclear Generating  Facility (TMI) in Pennsylvania.
AmerGen also signed an asset  purchase  agreement for the Vermont Yankee Nuclear
Power Station in Vermont.

Gerald R. Rainey,  AmerGen CEO,  said,  "We are pleased to be acquiring  another
quality nuclear plant,  and at the same time maintaining  electric  reliability,
jobs and economic  benefits  for New Jersey.  Oyster Creek is a good fit for our
growing generation portfolio."

Dr.  Robin  Jeffrey,  British  Energy's  executive  director  North  America and
president of AmerGen, said, "The Oyster Creek acquisition demonstrates AmerGen's
ongoing  commitment to developing a premier fleet of U.S.  nuclear plants.  This
transaction  will help to secure the  future of the  facility  and will  provide
staff  with an  opportunity  to be part of a  company  which has  nuclear  power
generation as a central part of its strategy."

With the transfer of ownership,  Ronald J. DeGregorio, a veteran of PECO Nuclear
operations who led the AmerGen Oyster Creek Transition Team,  became the plant's
site vice president.  "This is an exciting day," he said. "We have a good plant,

<PAGE>

fine operating staff and the potential to be an excellent  nuclear generator for
the next decade.  Safety and reliable  power  production  are the  foundation of
AmerGen's operating principles."

The ownership transfer places Oyster Creek in a Mid-Atlantic  Regional Operating
Group consisting of the Company's  Limerick  Generating Station and Peach Bottom
Atomic Power  Station,  and AmerGen's  TMI,  under the  supervision of Joseph J.
Hagan, PECO Energy's senior vice president for Nuclear Operations.

The sale  provides  for AmerGen to assume full  responsibility  for the ultimate
decommissioning  of Oyster  Creek.  At the  closing  of the sale,  GPU  provided
funding for the  decommissioning  trust of $440 million.  The  transaction  will
reduce  by more than  $150  million  the  costs  GPU  customers  would  bear for
decommissioning and for other plant-related transitional costs if the plant were
shut down rather than sold to AmerGen.

GPU will  purchase  the  electricity  generated by Oyster Creek at a fixed price
through March,  2003.  Also,  GPU will fund outage costs,  including the cost of
fuel, for a refueling  outage  scheduled for October,  2000.  AmerGen will repay
these costs to GPU in nine equal annual installments beginning in August, 2001.

Based on the terms of the agreement, the Company estimates that this transaction
will result in a reduction to earnings per share of approximately $0.10 in 2000.
This  acquisition  is  expected to be  accretive  to the  Company's  stand-alone
earnings by approximately $0.08-$0.10 per share for the years 2001-2003.




<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


August 10, 2000





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