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 - A
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, Maryland 21202 Baltimore, Maryland 21202
Equity Income Fund Spectrum Growth Fund
T. Rowe Price, Inc. T. Rowe Price, Inc.
100 East Pratt Street 100 East Pratt Street
Baltimore, Maryland 21202 Baltimore, Maryland 21202
International Stock Fund
T. Rowe Price, Inc.
100 East Pratt Street
Baltimore, Maryland 21202
TABLE OF CONTENTS
Page
Independent Auditors' Report 2
Atlantic Electric
401(K) Savings and Investment Plan - A
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 - A
We were engaged to audit the financial statements and
supplemental schedules of Atlantic Electric 401(K) Savings and
Investment Plan - A 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 - A
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
ASSETS 1995 1994
Investments at fair value:
Common Collective Trust $34,054,336 $38,496,524
Mutual fund accounts 23,293,265 13,482,851
Participant Loans 1,297,588 -0-
Contributions receivable:
Atlantic City Electric Company 23,226 25,599
Participants 65,868 73,112
___________ ___________
NET ASSETS AVAILABLE FOR BENEFITS $58,734,283 $52,078,086
=========== ===========
See notes to financial statements.
-3-
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - A
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 $2,238,232 $2,258,229
Interest - Participant Loans 38,250 -
Dividends 1,135,554 883,094
Net appreciation/(depreciation)
of investments 4,075,087 (499,514)
_________ _________
7,487,123 2,641,809
Contributions:
Participants' 3,362,221 3,711,036
Employers' 1,143,738 1,233,337
_________ _________
4,505,959 4,944,373
Net transfers from
Atlantic Electric 401(K)
Savings and Investment Plan - B 48,578 476,271
_________ _________
Total additions 12,041,660 8,062,453
Deductions from Assets:
Benefits paid to participants 5,378,813 3,733,461
Administrative Fees 6,650 -
Net transfers to
Atlantic Electric 401(K)
Savings and Investment Plan - B - -
_________ _________
Total deductions 5,385,463 3,733,461
_________ _________
Increase in net assets
available for benefits 6,656,197 4,328,992
Net assets available for benefits,
at beginning of year 52,078,086 47,749,094
__________ __________
Net assets available for benefits,
at end of year $58,734,283 $52,078,086
=========== ===========
See notes to financial statements.
-4-
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - A
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. SIGNIFICANT ACCOUNTING POLICIES
Plan Description
The Atlantic Electric 401(K) Savings and Investment Plan - A
(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.
All full-time non-bargaining unit employees of Atlantic City
Electric Company, its wholly-owned subsidiary, Deepwater
Operating Company and effective March 1, 1995, all full-time
employees of Atlantic Energy Inc., and Atlantic Energy
Enterprises (together referred to as the "Company"), are
eligible to participate in the Plan. Employees may
contribute up to 10% of base pay to the tax savings portion
of the 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 $34,054,336 $38,496,524
Equity Index Fund 7,395,022 4,400,599
Equity Income Fund 14,156,541 9,082,252
___________ ___________
$55,605,899 $51,979,375
=========== ===========
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 1,448,040 $(115,426)
Equity Income Fund 2,550,472 (384,088)
__________ _________
$3,998,512 $(499,514)
========== =========
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-
<PAGE>
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, and participant loans, which
is 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
$58,645,189 $7,487,123 $51,979,375 $2,641,809
3. SUBSEQUENT EVENTS
o Effective January 1, 1996, Atlantic Energy, Inc. common
stock was made available as an additional participant
directed investment option.
-7-
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
<C> <C> <c) <C> <C> <C> <C>
Investments
Common
Collective
Trust
34,054,336 34,054,336
Mutual Fund
Accounts 7,395,022 14,156,541 1,154,349 587,353 23,293,265
Contributions Receivable
Employee 19,918 18,662 21,876 3,176 2,236 65,868
Employer 23,226 23,226
Loan Interest 1,846 1,846
Participant Loans 1,295,742 1,295,742
Net Assets Available
for Plan benefits _________ _________ __________ _________ _______ _________ __________
34,097,480 7,413,684 14,178,417 1,157,525 589,589 1,297,588 58,734,283
========== ========= ========== ========= ======= ========= ==========
</TABLE>
<TABLE>
<PAGE>
Changes in Custom Stable Equity Equity Spectrum Internat. Loan
Net Assets Value Fund Index Fund Income Fund Growth Fund Stock Fund Fund Total
Available for
Benefits
Year Ended 12/31/95
<C> <C> <C> <C> <C> <C> <C>
Additions:
Employer 1,117,604 12,435 13,060 332 307 1,143,738
Employee 1,158,382 885,311 1,154,441 105,442 58,645 3,362,221
Investment Income
Interest-GIC 2,238,232 2,238,232
Interest-Loans 12,514 8,892 11,704 3,083 211 1,846 38,250
Dividends 272,114 768,818 77,059 17,564 1,135,555
Net Appreciation
of Invest. 1,448,040 2,550,472 60,897 15,677 4,075,086
Interfund
transfers (4,772,410) 659,211 1,330,317 959,372 527,768 1,295,742 -0-
Transfers to
the Plan 38,105 6,677 3,796 48,578
_________ _________ _________ _________ ________ _________ __________
TOTAL ADDITION (207,573) 3,292,680 5,832,608 1,206,185 620,172 1,297,588 12,041,660
Deductions
Distributions
to Participant (4,241,620) (300,558) (757,522) (48,571) (30,542) (5,378,813)
Administrative
Fees (3,767) (949) (1,804) (89) (41) (6,650)
TOTAL DEDUCTIONS
__________ _______ _______ ______ ______ ______ _________
(4,245,387) (301,507) (759,326) (48,660) (30,583) 0 (5,385,463)
Increase in
net assets (4,452,960) 2,991,173 5,073,282 1,157,525 589,589 1,297,588 6,656,197
Net assets available
for plan benefits,
1/1/95 38,550,440 4,422,511 9,105,135 0 0 0 52,078,086
Net assets available
for plan benefits,
12/31/95 ___________ _________ __________ _________ ________ _________ __________
$34,097,480 7,413,684 14,178,417 1,157,525 589,589 1,297,588 58,734,283
=========== ========= ========== ========= ======== ========= ==========
</TABLE>
-8-
<PAGE>
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 $38,496,524 -- -- $38,496,524
Mutual Fund Accounts -- $4,400,599 $9,082,252 13,482,851
Contributions Receivable
Employer 25,599 -- -- 25,599
Employee 28,317 21,912 22,883 73,112
Net Assets Available for ___________ __________ __________ ___________
Plan benefits $38,550,440 $4,422,511 $9,105,135 $52,078,086
=========== ========== ========== ===========
</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 $ 1,233,337 -- -- $ 1,233,337
Employee 1,424,604 $1,047,989 $1,238,443 3,711,036
Investment Income
Interest-GIC 2,258,229 -- -- 2,258,229
Dividends -- 159,581 723,513 883,094
Net depreciation
of investments -- (115,429) (384,085) (499,514)
Interfund transfers (1,077,690) 241,098 836,592 --
Transfers to the Plan 347,518 54,511 74,242 476,271
_________ _________ _________ _________
Total additions 4,185,998 1,387,750 2,488,705 8,062,453
Deductions-distributions
to participants 3,390,702 94,431 248,328 3,733,461
_________ _________ _________ _________
Increase in net assets 795,296 1,293,319 2,240,377 4,328,992
Net assets available
for plan benefits,
1/1/94 37,755,144 3,129,192 6,864,758 47,749,094
Net assets available
for plan benefits, ___________ ___________ __________ ___________
12/31/94 $38,550,440 $ 4,422,511 $9,105,135 $52,078,086
=========== =========== ========== ===========
</TABLE>
-9-
SCHEDULE I
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - A
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 Net Gain
Shares Investment Cost Market Value or (Loss)
Purchases:
T. Rowe Price
Custom Stable
Value Fund $4,200,673 $4,200,673 -0-
T. Rowe Price
Equity Income Fund 4,044,552 4,044,543 $ (9)
T. Rowe Price
Equity Index Fund 2,415,987 2,410,253 (5,734)
Sales:
T. Rowe Price
Custom Stable
Value Fund 8,642,861 8,642,861 -0-
T. Rowe Price
Equity Income Fund 1,394,272 1,520,726 126,454
T. Rowe Price
Equity Index Fund 766,601 863,869 97,268
-10-
Schedule II
ATLANTIC ELECTRIC
401(K) SAVINGS AND INVESTMENT PLAN - A
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Description of
Investment Cost Current
Custom Stable Value Fund GIC $34,054,336 $34,054,336
Equity Index Fund Mutual Fund 6,106,585 7,395,022
Equity Income Fund Mutual Fund 12,072,339 14,156,541
Spectrum Growth Fund Mutual Fund 1,101,519 1,154,349
International Stock Fun Mutual Fund 574,888 587,353
Participant Loans Loan 1,297,588 1,297,588
___________ ___________
TOTAL ASSETS HELD FOR INVESTMENT $55,207,255 $58,645,189
=========== ===========
-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
