SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission File
Number
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Atlantic Electric 401(K) Savings and Investment Plan - B
6801 Black Horse Pike
Egg Harbor Twp., N.J. 08234-4130
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Custom Stable Value Fund Equity Index Fund
T. Rowe Price, Inc. T. Rowe Price, Inc.
100 East Pratt Street 100 East Pratt Street
Baltimore, MD 21202 Baltimore, MD 21202
Equity Income Fund Spectrum Growth Fund
T. Rowe Price, Inc. T. Rowe Price, Inc.
100 East Pratt Street 100 East Pratt Street
Baltimore, MD 21202 Baltimore, MD 21202
International Stock Fund
T. Rowe Price, Inc.
100 East Pratt Street
Baltimore, MD 21202
TABLE OF CONTENTS
Page
Independent Auditors' Report 2
Atlantic Electric
401(K) Savings and Investment Plan - B
Financial Statements as of December 31, 1995 and 1994
and For The Years Then Ended:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets
Available for Benefits 4
Notes to Financial Statements 5
Supplemental Schedules:
I: Schedule of Reportable Transactions -
Form 5500, Item 27d 10
II: Schedule of Assets Held for Investment
Purposes, December 31, 1995 - Form 5500, Item 27a 11
*****
INDEPENDENT AUDITORS' REPORT
Atlantic Electric
401(K) Savings and Investment Plan - B
We were engaged to audit the financial statements and
supplemental schedules of Atlantic Electric 401(K) Savings and
Investment Plan - B as of December 31, 1995 and 1994, and for the
years then ended, listed in the Table of Contents. These
financial statements and supplemental schedules are the
responsibility of the Plan's management.
As permitted by Section 2520.103-8 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974, the Plan
administrator instructed us not to perform, and we did not
perform, any auditing procedures with respect to the information
summarized in Note 2, which was certified by T. Rowe Price Trust
Company, the funding agent of the Plan, except for comparing the
information with the related information included in the
financial statements and supplemental schedules. We have been
informed by the Plan administrator that the funding agent holds
the Plan's investment assets and executes investment
transactions. The Plan administrator has obtained certifications
from the funding agent as of and for the years ended December 31,
1995 and 1994 that the information provided to the Plan
administrator by the funding agent is complete and accurate.
Because of the significance of the information that we did not
audit, we are unable to express, and do not express, an opinion
on the accompanying financial statements and supplemental
schedules taken as a whole. The form and content of the
information included in the financial statements and supplemental
schedules, other than that derived from the information certified
by the funding agent, have been audited by us in accordance with
generally accepted auditing standards and, in our opinion, are
presented in compliance with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
Deloitte & Touche LLP
Parsippany, New Jersey
July 31, 1996
-2-
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - B
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
ASSETS 1995 1994
Investments at fair value:
Common Collective Trust $13,858,871 $15,028,133
Mutual fund accounts 8,697,433 4,685,027
Participant Loans 654,692 -0-
Contributions receivable:
Atlantic City Electric Company 13,444 14,058
Participants 36,690 37,450
__________ __________
NET ASSETS AVAILABLE FOR BENEFITS $23,261,130 $19,764,668
========== ==========
See notes to financial statements.
-3-<PAGE>
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - B
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
Additions to assets:
Investment income:
Interest - GIC $ 881,506 $ 877,234
Interest - Participant Loans 20,266 -
Dividends 417,528 290,796
Net appreciation/(depreciation)
of investments 1,457,422 (157,801)
_________ _________
2,776,722 1,010,229
Contributions:
Participants' 1,913,569 2,131,011
Employers' 712,499 783,280
_________ _________
2,626,068 2,914,291
Total additions 5,402,790 3,924,520
_________ _________
Deductions from Assets:
Benefits paid to participants 1,854,000 1,376,461
Administrative Fees 3,750 -
Net transfers to Atlantic Electric
401(K) Savings and Investment Plan - A
48,578 476,271
_________ _______
Total deductions 1,906,328 1,852,732
Increase in net assets
available for benefits 3,496,462 2,071,788
Net assets available for benefits,
at beginning of year 19,764,668 17,692,880
Net assets available for benefits, __________ __________
at end of year $23,261,130 $19,764,668
========== ==========
See notes to financial statements.
-4-
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. SIGNIFICANT ACCOUNTING POLICIES
Plan Description
The Atlantic Electric 401(K) Savings and Investment Plan - B
(the "Plan") is a defined contribution savings plan designed
to comply with the requirements of the Employee Retirement
Income Security Act of 1974 and with the requirements for
qualifications under Section 401(k) of the Internal Revenue
Code. The Plan is administered by the Benefits/Trusts
Investment Committee appointed by the Board of Directors of
Atlantic Energy, Inc., parent holding Company of Atlantic
City Electric Company. Employee contributions to the Plan
are remitted to T. Rowe Price Trust Company and invested as
directed by Plan participants. Employer contributions are
invested in the Custom Stable Value Fund Common Collective
Trust.
All full-time bargaining unit employees of the Atlantic City
Electric Company and its wholly-owned subsidiary, Deepwater
Operating Company (together referred to as the "Company"),
are eligible to participate in the Plan. Employees may
contribute up to 10% of base pay. Upon enrollment in the
Plan, a participant may direct employee contributions in any
of five investment options. Options available to the
employee are the Custom Stable Value Fund, Equity Index
Fund, Equity Income Fund, International Stock Fund, and
Spectrum Growth Fund. The tax savings portion of
participant contributions (up to 6% of an employee's base
pay) is matched by the Company at a rate of 50%. Federal
Income taxes on these contributions and related interest
income are deferred until withdrawn. Benefits from the tax
savings portion of the Plan can be withdrawn upon
retirement, separation from service, death or in special
financial hardship situations. In addition, employees may
contribute up to an additional 10% of base pay on an
after-tax basis to the supplemental savings portion of the
Plan, which also earns interest that is not subject to
Federal income tax until withdrawn. These contributions may
be withdrawn once a quarter subject to the provisions of the
Internal Revenue Code.
-5-
Tax Status
The Plan obtained its latest determination letter on March
23, 1995, in which the Internal Revenue Service stated that
the Plan was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan administrator and
the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included
in the Plan's financial statements. Effective January 1,
1996, Atlantic Energy, Inc. common stock was made available
as an additional participant directed investment option.
Participant Accounts
Participants' contributions are recorded in the period of
the related payroll deductions. The Company's matching
contributions are recorded in the period of the related
participants' contributions. Interest income is recorded as
earned. Distributions to participants are recorded in the
period in which distribution requests are received.
Participants are fully vested in employee and employer
contributions in their respective accounts at all times.
Plan Termination
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time subject to the provisions of
ERISA. In the event of Plan termination, participants
remain 100 percent vested in their accounts.
Administration Costs
Certain professional fees and administrative expenses
incurred in connection with the Plan are paid by the
Company. The facilities of the Company are used by the Plan
at no charge. Loan processing fees are paid by the
participants and deducted from Plan assets.
Participant Loans Receivable
The Plan began to make Participant loans effective April 1,
1995. Participants may borrow from their fund accounts a
minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50 percent of their account balance. Loan
transactions are treated as a transfer from the investment
fund to the participant Loan fund. Loan terms range from 1-
5 years or up to 15 years for the purchase of a primary
residence. The loans are secured by the balance in the
participant's account and bear interest at a rate
commensurate with local prevailing rates as determined
quarterly by the plan administrator. The interest rate for
1995 was 9%. Principal and interest is paid ratably through
weekly payroll deductions.
Investments
The investments in Mutual Funds are stated at fair value as
determined by quoted market prices. The investments in the
Common Collective Trust are stated at contract value (which
approximates fair value) which is the aggregate of
contributions and income earned on such contributions, less
participants' withdrawals.
The following table represents the fair value of investments
by issuer comprising 5 percent or more of the Plan's assets:
December 31,
Investments at Fair Value: 1995 1994
Custom Stable Value Fund $13,858,871 $15,028,133
Equity Index Fund 2,935,161 1,635,936
Equity Income Fund 4,923,465 3,049,091
__________ __________
$21,717,497 $19,713,160
=========== ==========
The net appreciation/(depreciation) in fair value of each
significant type of investment is as follows:
December 31,
1995 1994
Custom Stable Value Fund -0- -0-
Equity Index Fund $583,191 $ (37,016)
Equity Income Fund 843,308 (120,785)
_________ ________
$1,426,499 $(157,801)
========= ========
For the year ended December 31, 1995 the guaranteed insurance
contracts of the Custom Stable Value Fund, in aggregate, had an
average yield of 6.61%.
-6-
2. INFORMATION CERTIFIED BY THE FUNDING AGENT
The Plan Administrator has obtained certifications from the
funding agent, T. Rowe Price Trust Company, that the Plan
investment value, investment income, fund transfers, and
participant loans, which are included in the Plan's
financial statements, is complete and accurate, as noted
below, as disclosed under investments in Note 1, and as
disclosed in Note 4.
Fair value Investment Fair value Investment
at Income at Income
12/31/95 1995 12/31/94 1994
$23,210,996 $2,776,722 $19,713,160 $1,010,229
3. SUBSEQUENT EVENTS
o Effective January 1, 1996, Atlantic Energy, Inc. common
stock was made available as an additional participant
directed investment option.
-7-<PAGE>
4. PARTICIPANT-DIRECTED INVESTMENT FUNDS AS OF DECEMBER 31, 1995 AND 1994
Net assets available for plan benefits, and changes therein, are presented
below for each participant-directed investment fund for the year ended
December 31, 1995:
(In Dollars)
Net Assets available for Plan Benefits December 31, 1995
<TABLE>
Custom Stable Equity Equity Spectrum Internat. Loan
Value Fund Index Fund Income Fund Growth Fund Stock Fund Fund Total
Investments
Common Collective
Trust
<C> <C> <C> <C> <C> <C> <C>
13,858,871 13,858,871
Mutual Fund Accounts 2,935,161 4,923,465 649,468 189,339 8,697,433
Contributions/
Other Receivables
Employee 15,869 7,825 10,990 1,473 533 36,690
Employer 13,444 13,444
Loan Interest 1,006 1,006
Participant Loans 653,686 653,686
__________ _________ _________ _________ ________ _______ __________
Net Assets Available for
Plan benefits
13,888,184 2,942,986 4,934,455 650,941 189,872 654,692 23,261,130
========== ========= ========= ======= ======= ======= ==========
</TABLE>
<TABLE>
Custom Stable Equity Equity Spectrum Internat. Loan
Value Fund Index Fund Income Fund Growth Fund Stock Fund Fund Total
<C> <C> <C> <C> <C> <C> <C>
Changes in Net Assets
Available for Benefits
Year Ended 12/31/95
Additions:
Employer 712,499 712,499
Employee 911,279 380,205 558,978 42,543 20,564 1,913,569
Investment Income
Interest - GIC 881,506 881,506
Interest-Loans 9,075 4,845 4,442 707 191 1,006 20,266
Dividends 109,189 259,412 43,301 5,626 417,528
Net Appreciation
of Invest. 583,191 843,308 23,408 7,515 1,457,422
Interfund
transfers (2,226,390) 363,640 498,382 549,249 161,433 653,686 -0-
Transfers
from the Plan (38,105) (6,677) (3,796) (48,578)
________ _________ _________ ________ _______ _______ _________
TOTAL ADDITION 249,864 1,434,393 2,160,726 659,208 195,329 654,692 5,354,212
Deductions
Distributions
to Participant (1,420,968) (137,372) (282,098) (8,123) (5,439) (1,854,000)
Administrative
Fees
(2,340) (510) (738) (144) (18) (3,750)
_________ _______ _______ _____ _____ ______ _________
TOTAL DEDUCTIONS (1,423,308) (137,882) (282,836) (8,267) (5,457) (1,857,750)
Increase in
net assets (1,173,444) 1,296,511 1,877,890 650,941 189,872 654,692 3,496,462
Net assets available
for plan benefits,
1/1/95
15,061,628 1,646,475 3,056,565 0 0 0 19,764,668
__________ _________ _________ ________ _______ _______ __________
Net assets available
for plan benefits,
12/31/95
13,888,184 2,942,986 4,934,455 650,941 189,872 654,692 23,261,130
========== ========= ========= ======= ======= ======= ==========
</TABLE>
-8-
Net assets available for plan benefits, and changes therein, are presented
below for each participant-directed investment fund for the year ended
December 31, 1994:
<TABLE>
Net Assets available Custom Stable Equity Equity
for Plan benefits Value Fund Index Fund Income Fund Total
12/31/94
<C> <C> <C> <C>
Investments
Common Collective
Trust
$15,028,133 -- -- $15,028,133
Mutual Fund Accounts -- $1,635,936 $3,049,091 4,685,027
Contributions Receivable
Employer 14,058 -- -- 14,058
Employee 19,437 10,539 7,474 37,450
Net Assets Available for __________ _________ _________ __________
Plan benefits $15,061,628 $1,646,475 $3,056,565 $19,764,668
========== ========= ========= ==========
</TABLE>
<TABLE>
Changes in Net Assets Custom Stable Equity Equity
Available for Benefits Value Fund Index Fund Income Fund Total
Year Ended 12/31/94
<C> <C> <C> <C>
Additions:
Employer $ 783,280 -- -- $ 783,280
Employee 1,117,378 $ 434,927 $ 578,706 2,131,011
Investment Income
Interest - GIC 877,234 -- -- 877,234
Dividends -- 58,160 232,636 290,796
Net depreciation
of investments -- (37,241) (120,560) (157,801)
Interfund transfers (936,173) 154,331 781,842 --
Transfers to the Plan (347,518) (54,506) (74,247) (476,271)
_________ _______ _________ _________
Total additions 1,494,201 555,671 1,398,377 3,448,249
Deductions - distributions
to participants 1,237,400 58,714 80,347 1,376,461
_________ _______ _________ _________
Increase in net assets 256,801 496,957 1,318,030 2,071,788
Net assets available
for plan benefits,
1/1/94 14,804,827 1,149,518 1,738,535 17,692,880
__________ _________ _________ __________
Net assets available
for plan benefits,
12/31/94 $15,061,628 $ 1,646,475 $3,056,565 $19,764,668
========== ========= ========= ==========
</TABLE>
-9-
SCHEDULE I
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - B
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
Transactions or series of transactions in excess of 5% of the market value
of plan assets:
Units or Description of Market Net Gain
Shares Investment Cost Value or (Loss)
Purchases:
T. Rowe Price
Custom Stable
Value Fund $2,519,499 $2,519,499 -0-
T. Rowe Price
Equity Index Fund 1,177,914 1,177,667 $ (247)
T. Rowe Price
Equity Income Fund 1,685,851 1,685,435 (416)
Sales:
T. Rowe Price
Custom Stable
Value Fund 3,688,761 3,688,761 -0-
T. Rowe Price
Equity Index Fund 405,760 461,633 55,873
T. Rowe Price
Equity Income Fund 609,250 654,369 45,119
-10-
Schedule II
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - B
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Description of
Investment Cost Current Value
Custom Stable
Value Fund GIC $13,858,871 $13,858,871
Equity Index Fund Mutual Fund 2,430,364 2,935,161
Equity Income Fund Mutual Fund 4,249,864 4,923,465
Spectrum Growth Fund Mutual Fund 634,001 649,468
International
Stock Fund Mutual Fund 185,426 189,339
Participant Loans Loan 654,692 654,692
__________ __________
TOTAL ASSETS HELD FOR INVESTMENT $22,013,218 $23,210,996
========== ==========
-11-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 9, 1996 /s/ L. M. Walters
L. M. Walters
Treasurer
-12-
<PAGE>
Exhibit Index
Exhibit No.
23 Consent of Independent Auditors'
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration
Statement dated September 9, 1996 of Atlantic Energy, Inc. on
Form S-8 of our reports dated (i) February 2, 1996, appearing
in the Annual Report on Form 10-K of Atlantic Energy, Inc.
for the year ended December 31, 1995, (ii) February 2, 1996,
appearing in the Proxy Statement dated March 15, 1996 of
Atlantic Energy, Inc. in connection with Atlantic Energy Inc.'s
Annual Meeting of Shareholders, (iii) July 31, 1996,
appearing in the Annual Report on Form 11-K of the
Atlantic City Electric Company 401K Savings and Investment Plan -
A for the fiscal year ended December 31, 1995, and (iv) July 31,
1996, appearing in the Annual Report on Form 11-K of Atlantic
City Electric Company 401K Savings and Investment Plan - B for the
fiscal year ended December 31, 1995.
Deloitte & Touche LLP
Parsippany, New Jersey
September 9, 1996
