POTOMAC ELECTRIC POWER CO
8-K, 1999-03-16
ELECTRIC SERVICES
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                          UNITED STATES
 
 
              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.   20549
                               
                               
                           Form 8-K
                               
                               
                        CURRENT REPORT
                               
            PURSUANT TO SECTION 13 or 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
 
 
 
 Date of Report (Date of earliest event reported)        March 16, 1999 
                                                         --------------
 
 
                    POTOMAC ELECTRIC POWER COMPANY                      
- -----------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)
 
 
 
 
 District of Columbia and Virginia      1-1072            53-0127880    
- -----------------------------------  -------------   -------------------
  (State or other jurisdiction of    (Commission     (I.R.S. Employer
   incorporation)                     File Number)   Identification No.)
 
 
 
 1900 Pennsylvania Avenue, N. W., Washington, D.C.              20068   
- ---------------------------------------------------           ----------
      (Address of principal executive offices)                (Zip Code)
 
 
 
 
 Registrant's telephone number, including area code       (202) 872-3526
                                                          --------------

 _______________________________________________________________________
     (Former Name or Former Address, if Changed Since Last Report)      
 
 <PAGE>
 
                                                               Pepco
                                                               Form 8-K
 
 Item 5.   Other Events
 -------   ------------

     On March 15, 1999, Potomac Electric Power Company (the "Company")
 filed an application with the District of Columbia Public Service
 Commission ("D.C. Commission") requesting D.C. Commission approval for
 the Company to sell all of its plants, facilities and equipment used in
 the generation of electricity and its other rate-based assets that are
 not required for the provision of electric transmission and distribution
 services located in the District of Columbia, Maryland and elsewhere
 (collectively, the "generation assets").
 
     Approval by the D.C. Commission of the sale of the generation
 assets is a condition to the Agreement of Stipulation and Settlement
 ("Maryland Agreement") concerning the Company's Maryland stranded cost
 adjudication proceeding, an element of the transition to electricity
 competition in Maryland.  In its filing before the D.C. Commission, the
 Company requests approval to sell the generation assets, irrespective of
 whether the D.C. Commission orders retail electric competition in the
 District of Columbia.
 
 Divestiture of Generation Assets
 --------------------------------
 
     The Company currently owns more than 6,000 megawatts of generating
 capacity, which is provided by six Company-owned, fossil-fueled power
 plants (of which two are located in Washington, D.C., three are located
 in Maryland and one is located in Virginia) and one partially-owned
 (9.72%) fossil-fueled plant in Pennsylvania.  The Company also has
 purchased capacity totaling over 760 megawatts under long-term contracts.
 
     In its filing, the Company seeks D.C. Commission approval to sell
 its generation assets through an auction process.  The generation assets
 to be sold will include the Company's purchase power contracts, unless
 the inclusion of such assets in the sale will result in the total value
 received being significantly less or unless the Company is not legally
 free to sell such assets.  Any power purchase contract not included in
 the sale of generation assets would become a distribution asset of the
 Company.
 
 
 
 
                                      -2-
 
 <PAGE>
 
                                                              Pepco
                                                              Form 8-K
 
 
     The Company has requested that the D.C. Commission grant expedited
 consideration of its request to sell the generation assets.  The Company
 has committed to initiate the auction process ninety days after receiving
 Commission approval for the sale.  Under the Maryland Agreement, the
 Company is obligated to make a good faith effort to close the sale of the
 generation assets by July 1, 2000.  If all required regulatory approvals
 are not obtained by January 1, 2000, the Maryland Agreement will
 terminate.
 
 Proposed Freeze on Electricity Price
 ------------------------------------
 
     As part of the application, the Company proposes that following the
 closing of the sale of its generation assets and the application of the
 proceeds from the sale, both the supply and delivery components of the
 Company's retail prices in the District of Columbia will be frozen at
 then-existing levels and the fuel adjustment clause will be eliminated
 for four years.  After four years from the sale of the assets, the
 Company will no longer have the obligation to supply electricity at the
 frozen rate.  Supply prices would then be set by the competitive
 marketplace and delivery prices would be determined by regulators.  If
 the Commission implements customer choice subsequent to the sale of the
 assets, the rate freeze will still terminate four years after the asset
 sale.
 
 Application of Sale Proceeds                                              
 ----------------------------
      
     If the pre-tax net proceeds allocable to the District of Columbia from
the sale of the generation assets are less than the then-current net book
value of the generation assets ("book value"), the Company proposes that the
unretired balance plus generation-related regulatory assets will be
amortized and collected from District of Columbia customers through a charge
on customers receiving distribution services from the Company such that rates
will not increase.
 
 
 
 
 
 
 
                                      -3-
 
 <PAGE>
 
                                                                Pepco
                                                                Form 8-K
 
 
 
     If the pre-tax net proceeds from the sale of the generation assets
 exceed both the book value plus the value of the regulatory assets and,
 if not sold, the purchased power commitments, the portion of the
 remaining proceeds that are allocable to the District of Columbia would
 be distributed to the Company's District of Columbia customers in the
 form of a credit on their charges for delivery service using the same
 formula that is included in the Maryland Agreement.
 
 <TABLE>
 <CAPTION>
 
                                      Percentage of District of Columbia
                                         Allocation Distributed to
    Excess Pre-Tax Net Proceeds         District of Columbia Customers  
    ---------------------------       ----------------------------------
    <S>                                              <C>
    $100 million or less                             70%
 
    Next $100 million                                60%
 
    Any amount over 
      $200 million                                   50%
 
</TABLE>

     The period of time over which the charge or the credit would be
 applied has not yet been determined.
 
 
                                *       *       *
 
     The implementation of the sale of the generation assets is subject
 to a number of conditions, including approval of the Maryland Agreement by
 the Maryland Commission without any changes or conditions, as well as
 acceptable legislative action by the Maryland General Assembly and
 approval of the D.C. Commission.  There is no assurance that any or all
 of the conditions to the Maryland Agreement will be satisfied or, if satisfied,
 the timeframes within which such conditions will be satisfied.
 
 
 
 
 
 
 
                                      -4-
 
 <PAGE>
 
                                                             Pepco
                                                             Form 8-K
 
 
 
     The information in this Form 8-K contains forward looking
 statements, as defined by the Private Securities Litigation Act of 1995,
 with regard to matters that could have an impact on the future
 operations, financial results or financial condition of the Company. 
 These statements, including targeted dates for the occurrence of various
 events, are based on the current expectations, estimates or projections
 of management and are not guarantees of future performance or future
 occurrences.  Actual results may differ materially from those anticipated
 by the forward looking statements, depending on the occurrence or
 nonoccurrence of future events or conditions that are difficult to
 predict and in many cases are beyond the control of the Company, such as
 the actions that will be taken by the PSC, the D.C. Commission, the
 Maryland General Assembly, and other regulatory authorities, as well as
 actions by the Company's prospective competitors and other interested
 parties.
 
 
                                    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. 

                                     Potomac Electric Power Company
                                     ------------------------------
                                               (Registrant)
 
 
                                          /s/ D. R. WRAASE
                                    By ___________________________
                                            Dennis R. Wraase
                                        Senior Vice President and
                                         Chief Financial Officer
 
 March 16, 1999
 --------------
      DATE
 
 
                                      -5-
 <PAGE>



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