<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 1998
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission file number 1-3559
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., NJ 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 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
Equity Income Fund Conectiv Class A Common Stock
T. Rowe Price, Inc. Conectiv
100 East Pratt Street 800 King Street
Baltimore, MD 21202 Wilmington, DE 19899-0231
International Stock Fund Conectiv Common Stock
T. Rowe Price, Inc. Conectiv
100 East Pratt Street 800 King Street
Baltimore, MD 21202 Wilmington, DE 19899-0231
Equity Index Fund
T. Rowe Price, Inc.
100 East Pratt Street
Baltimore, MD 21202
<PAGE>
ATLANTIC ELECTRIC 401(K) SAVINGS
AND INVESTMENT PLAN - B
REPORT ON AUDIT OF
FINANCIAL STATEMENTS
as of and for the year ended
December 31, 1998
and SUPPLEMENTAL SCHEDULES
for the year ended December 31, 1998
<PAGE>
ATLANTIC ELECTRIC 401(k) SAVINGS
AND INVESTMENT PLAN - B
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Accountants 2-3
Financial Statements:
Statements of Net Assets Available for Benefits
at December 31, 1998 and 1997 4
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1998 5
Notes to Financial Statements 6-13
Supplemental Schedules:
Assets Held for Investment at December 31, 1998 Item 27(a)*
Reportable Transactions for the year ended
December 31, 1998 Item 27(d)*
</TABLE>
* Refers to item numbers in Form 5500 (Annual Return Report of
Employee Benefit Plan) for the Plan year ended December 31, 1998,
which schedules are incorporated herein by reference.
1
<PAGE>
Report of Independent Accountants
---------------------------------
To the Personnel and Compensation
Committee of Conectiv:
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Atlantic Electric 401(k) Savings and Investment Plan - B at December 31,
1998, and the changes in its net assets available for benefits for the year then
ended, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We conducted our audit of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above. The financial statements of the Plan as of December 31, 1997 were audited
by other independent accountants whose report dated June 17, 1998 expressed an
unqualified opinion on those statements.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The additional information included in Supplemental
Schedules Item 27(a) and Item 27(d) is presented for purposes of additional
analysis and is not a required part of the basic financial statements but is
additional information required by ERISA. These Supplemental Schedules are the
responsibility of the Plan's management. The Fund Information in the statement
of net assets available for benefits and the statement of changes in net assets
available for benefits is presented for additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of each fund. The Supplemental Schedules and Fund
Information have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA
April 30, 1999
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
Atlantic Electric 401 (K) Savings and Investment Plan - B
We have audited the accompanying statement of net assets available for benefits
of Atlantic Electric 401 (K) Savings and Investment Plan - B as of December 31,
1997. This financial statement is the responsibility of the Plan's management.
Our responsibility is to express an opinion on this financial statement based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether this financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in this financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the statement of net assets available for benefits, presents
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1997 in conformity with generally accepted accounting
principles.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Parsippany, New Jersey
June 17, 1998
3
<PAGE>
ATLANTIC ELECTRIC 401(k)
SAVINGS AND INVESTMENT PLAN - B
Statements of Net Assets Available for Benefits
December 31, 1998 and 1997
<TABLE>
<CAPTION>
ASSETS 1998 1997
---- ----
<S> <C> <C>
Investments at fair value:
Common Collective Trust $ 11,401,168 $ 10,920,800
Mutual Fund Accounts 25,391,358 22,936,625
Participant Loans 1,160,453 1,197,529
Atlantic Energy, Inc. Common Stock - 116,219
Conectiv Common Stock 137,057 -
Conectiv Class A Common Stock 46,396 -
Contributions receivable:
Employer 26,299 15,619
Employee 73,333 46,269
---------------- -----------------
Net assets available for benefits $ 38,236,064 $ 35,233,061
================ =================
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
ATLANTIC ELECTRIC 401(k)
SAVINGS AND INVESTMENT PLAN - B
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 1998
<TABLE>
<S> <C>
Additions:
Employee contributions $ 2,662,617
Employer contributions 747,529
Interest income 735,583
Dividends received 1,198,338
Net appreciation in fair value of investments 2,681,026
-----------------
Total additions 8,025,093
-----------------
Deductions:
Benefits paid to participants 3,945,030
Administrative fees 2,501
Plan transfers 1,074,559
-----------------
Total deductions 5,022,090
-----------------
Increase in net assets available for benefits 3,003,003
Net assets available for benefits, at beginning of year 35,233,061
-----------------
Net assets available for benefits, at end of year $ 38,236,064
=================
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
ATLANTIC ELECTRIC 401(k)
SAVINGS AND INVESTMENT PLAN - B
Notes to Financial Statements
1. Description of Plan:
General:
The following description of the Atlantic Electric 401(k) Savings and
Investment Plan - B, a defined contribution plan (the "Plan"), provides
only general information. Participants should refer to the Plan document
for a more comprehensive description of the Plan's provisions. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA). Plan transfers during the year ended December 31, 1998
totaling $1,074,559 represent funds withdrawn by participants to be
invested in other plans sponsored by the Company.
On March 1, 1998, Atlantic Energy, Inc., the former parent company of
Atlantic City Electric Company, and Delmarva Power & Light Company
consummated a merger transaction to form Conectiv (the "Merger"). As a
result of this merger, each share of Atlantic Energy, Inc. Common Stock was
converted into 0.75 shares of Conectiv Common Stock and 0.125 shares of
Conectiv Class A Stock.
Contributions:
All full-time bargaining unit employees of the Atlantic City Electric
Company (the Company), are eligible to participate in the Plan.
Additionally, any employee who is not a regular full-time employee shall be
eligible to participate upon completion of 1,000 hours of service.
Employees may contribute up to 10% of base pay. Upon enrollment in the
Plan, a participant may direct employee contributions in any of six
investment options. Options available to the employee, prior to the Merger
were the Custom Stable Value Fund, Atlantic Energy, Inc. Common Stock Fund,
Equity Index Fund, Equity Income Fund, International Stock Fund, and
Spectrum Growth Fund. Subsequent to the Merger, the Atlantic Energy, Inc.
option was replaced by the Conectiv Class A Common Stock Fund and Conectiv
Common Stock. 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%
not to exceed 3% of the employee's compensation. Federal income taxes on
these contributions and the related income are deferred until withdrawn.
Benefits from the tax savings portion of the Plan can be withdrawn upon the
attainment of age 59-1/2, 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 income 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.
6
<PAGE>
Notes to Financial Statements, Continued
1. Description of Plan, continued:
Distributions:
At December 31, 1998 and 1997, there were no benefits payable to Plan
participants.
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. Income is recorded
as earned. Distributions to participants are recorded in the period in
which distributions are made. 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:
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 and 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 1998 and 1997 was 9%. Principal
and interest is paid ratably through weekly payroll deductions.
7
<PAGE>
Notes to Financial Statements, Continued
2. Summary of Significant Accounting Policies:
Basis of Accounting:
The financial statements of the Plan are prepared under the accrual basis
of accounting.
Investment Valuation and Income Recognition:
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent the
net asset value of shares held by the Plan at year-end. Participant loans
are valued at cost which approximates fair value.
Purchases and sales of investments are recorded on the trade-date. Interest
income is accrued when earned. Dividend income is recorded on the ex-
dividend date.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Investments in Common Collective Trust:
The Custom Stable Value Common Trust Fund invests in various term
guaranteed insurance contracts and maintains a cash reserve balance with
all excess funds. The average yield and the weighted average crediting
interest rate are based on the underlying contracts.
The Trust's investment contracts are reported at their estimated fair
value. The investment contracts are nontransferable but provide for benefit
responsive withdrawals by plan participants at contract value. Benefit
responsive withdrawals are provided for on a proportional basis by the
issuers of the investment contracts. In determining fair value, the
Trustee's Valuation Committee primarily considers such factors as the
benefit responsiveness of the investment contract and the ability of the
parties to the investment contract to perform in accordance with the terms
of the contract. Generally, fair value approximates contract value
(contributions made plus interest accrued at the current rate, less
withdrawals and fees). If, however, an event has occurred that may impair
the ability of the contract issuer to perform in accordance with the
contract terms, fair value may be less than contract value. The contract
values of the Fund at December 31, 1998 and 1997 were $11,401,168 and
$10,920,800, respectively.
For the years ended December 31, 1998 and 1997, the guaranteed insurance
contracts of the Custom Stable Value Common Trust Fund, in aggregate, had
an average yield of 6.11% and 6.38% and a weighted average crediting
interest rate of 6.36% and 6.65%, respectively.
Payment of Benefits:
Benefits are recorded when paid.
8
<PAGE>
Notes to Financial Statements, Continued
2. Summary of Significant Accounting Policies, continued:
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets available for
benefits at the date of financial statements and the changes in net assets
available for benefits during the reporting period and, where applicable,
disclosures of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
Risks and Uncertainties:
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such as
interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term could materially affect
participants' account balances and the amounts reported in the Statements
of Net Assets Available for Benefits and the Statements of Changes in Net
Assets Available for Benefits.
3. Investment Options:
The investment options available to plan participants have the following
objectives:
(i) T. Rowe Price Custom Stable Value Fund - to provide principal
stability and a high level of monthly income;
(ii) T. Rowe Price Equity Income Fund - to provide substantial dividend
income and secondarily, long-term capital appreciations;
(iii) T. Rowe Price Equity Index Fund - to match the performance of the
Standard & Poor's Stock Index;
(iv) T. Rowe Price International Stock Fund - to provide the
diversifications of an international fund as well as the opportunity
for long-term capital growth;
(v) T. Rowe Price Spectrum Growth Fund - to provide long-term growth of
capital;
(vi) Conectiv Common Stock - to provide maximum capital appreciation and
dividend income from Conectiv Common Shares.
(vii) Conectiv Class A Common Stock - to provide maximum capital
appreciation and dividend income from Conectiv Class A Common Shares.
9
<PAGE>
Notes to Financial Statements, Continued
4. Schedule of Assets Held for Investments:
The following table represents the fair value of investments by issuer
comprising 5 percent or more of the Plan's assets:
<TABLE>
<CAPTION>
December 31,
--------------------------------
1998 1997
---- ----
<S> <C> <C>
Investments at Fair Value:
Custom Stable Value Fund $ 11,401,168 $ 10,920,800
Equity Index Fund 11,974,309 9,000,217
Equity Income Fund 10,975,135 11,664,945
Spectrum Growth Fund 1,829,097 1,753,528
-------------- --------------
$ 36,179,709 $ 33,339,490
============== ==============
</TABLE>
The net appreciation in fair value of each significant type of investment
for the year ended is as follows:
<TABLE>
<CAPTION>
December 31,
1998
--------------
<S> <C>
Equity Index Fund $ 2,395,298
Equity Income Fund 105,437
Spectrum Growth Fund 59,358
International Stock Fund 73,405
Conectiv Common Stock Fund 32,611
Conectiv Class A Common Stock Fund 20,234
Atlantic Energy Common Stock Fund (5,317)
--------------
$ 2,681,026
==============
</TABLE>
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 has
been amended since receiving the determination letter. However, 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.
10
<PAGE>
Notes to Financial Statements, Continued
6. Investments by Funds:
Net assets available for benefits are presented below for each investment
fund as of December 31, 1998:
<TABLE>
<CAPTION>
Non-
Participant
Directed Participant Directed
--------------- --------------------------------------------------------------------
Custom
Stable Equity Equity Spectrum International
Value Index Income Growth Stock
--------------- ---------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Investments at fair value:
Common Collective Trust $ 11,401,168
Mutual fund accounts $ 11,974,309 $ 10,975,135 $ 1,829,097 $ 612,817
Participant loans
Company Common Stock
Contributions receivable:
Employer 26,299
Participants 16,570 22,717 23,316 4,712 2,119
--------------- ---------------- --------------- ------------- ---------------
Net assets available for benefits $ 11,444,037 $ 11,997,026 $ 10,998,451 $ 1,833,809 $ 614,936
=============== ================ =============== ============= ===============
<CAPTION>
------------------------------------------------------
Conectiv
Conectiv Class A
Company Common
Loans Stock Stock Total
---------------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Investments at fair value:
Common Collective Trust $ 11,401,168
Mutual fund accounts 25,391,358
Participant loans $ 1,160,453 1,160,453
Company Common Stock $ 137,057 $ 46,396 183,453
Contributions receivable:
Employer 26,299
Participants 3,883 8 8 73,333
-------------- --------------- ----------------- ----------------
Net assets available for benefits $ 1,164,336 $ 137,065 $ 46,404 $ 38,236,064
============== =============== ================= ================
</TABLE>
11
<PAGE>
Notes to Financial Statements, Continued
7. Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1998 by Fund:
<TABLE>
<CAPTION>
Non-
Participant
Directed Participant Directed
------------- --------------------------------------------------------------------
Custom
Stable Equity Equity Spectrum International
Value Index Income Growth Stock
------------- -------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Additions:
Interest income $ 669,500 $ 28,916 $ 25,748 $ 6,019 $ 1,475
Dividends - 154,740 854,668 155,755 22,267
Net appreciation in fair value
of investments - 2,395,298 105,437 59,358 73,405
Employee contributions 662,928 819,364 931,656 177,749 70,203
Employer contributions 747,529 - - - -
------------- ------------- ------------- ------------ -------------
Total additions 2,079,957 3,398,318 1,917,509 398,881 167,350
------------- ------------- ------------- ------------ -------------
Deductions:
Benefits paid to participants (2,087,529) (523,210) (1,280,263) (61,249) (20,840)
Administrative fees (1,043) (695) (546) (165) (52)
Plan transfers (282,008) (326,578) (310,959) (13,840) (39,703)
------------- ------------- ------------- ------------ -------------
Total deductions (2,370,580) (850,483) (1,591,768) (75,254) (60,595)
------------- ------------- ------------- ------------ -------------
Net increase (decrease) prior to
interfund transfers (290,623) 2,547,835 325,741 323,627 106,755
Interfund transfers, net 786,873 435,538 (1,009,467) (246,349) (10,931)
------------- ------------- ------------- ------------ -------------
Net increase (decrease) 496,250 2,983,373 (683,726) 77,278 95,824
Net assets, beginning of year 10,947,787 9,013,653 11,682,177 1,756,531 519,112
------------- ------------- ------------- ------------ -------------
Net assets, end of year $ 11,444,037 $ 11,997,026 $ 10,998,451 $ 1,833,809 $ 614,936
============= ============= ============= ============ =============
<CAPTION>
Participant Directed
--------------------------------------------------------------- --------------
Conectiv
Conectiv Class A
Company Atlantic Common
Loans Stock Energy Stock Total
------------ ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Additions:
Interest income $ 3,883 $ 42 - $ 735,583
Dividends - $ 6,364 2,109 $ 2,435 1,198,338
Net appreciation in fair value
of investments - 32,611 (5,317) 20,234 2,681,026
Employee contributions - 56 605 56 2,662,617
Employer contributions - - - - 747,529
------------ ----------- ----------- ----------- -------------
Total additions 3,883 39,031 (2,561) 22,725 8,025,093
------------ ----------- ----------- ----------- -------------
Deductions:
Benefits paid to participants 28,061 - - - (3,945,030)
Administrative fees - - - - (2,501)
Plan transfers (95,336) (4,790) - (1,345) (1,074,559)
------------ ----------- ----------- ----------- -------------
Total deductions (67,275) (4,790) - (1,345) (5,022,090)
------------ ----------- ----------- ----------- -------------
Net increase (decrease) prior to
interfund transfers (63,392) 34,241 (2,561) 21,380 3,003,003
Interfund transfers, net 30,199 102,824 (113,711) 25,024 -
------------ ----------- ----------- ----------- -------------
Net increase (decrease) (33,193) 137,065 (116,272) 46,404 3,003,003
Net assets, beginning of year 1,197,529 - 116,272 - 35,233,061
------------ ----------- ----------- ----------- -------------
Net assets, end of year $ 1,164,336 $ 137,065 - $ 46,404 $ 38,236,064
============ =========== =========== =========== =============
</TABLE>
12
<PAGE>
Notes to Financial Statements, Continued
8. Investments by Fund as of December 31, 1997:
Net assets available for benefits are presented below for each investment
fund as of December 31, 1997:
<TABLE>
<CAPTION>
Non-
Participant
Directed Participant Directed
--------------- ----------------------------------------------------
Custom
Stable Equity Equity Spectrum
Value Index Income Growth
--------------- --------------- ---------------- --------------
<S> <C> <C> <C> <C>
Investments at fair value:
Common Collective Trust $ 10,920,800
Mutual fund accounts $ 9,000,217 $ 11,664,945 $ 1,753,528
Participant loans
Atlantic Energy, Inc.
Common Stock
Contributions receivable:
Employer 15,619
Employees 11,368 13,436 17,232 3,003
--------------- --------------- ---------------- --------------
Net assets available for benefits $ 10,947,787 $ 9,013,653 $ 11,682,177 $ 1,756,531
=============== =============== ================ ==============
<CAPTION>
----------------------------------------------------- ----------------
International Atlantic
Stock Loans Energy Total
---------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
Investments at fair value:
Common Collective Trust $ 10,920,800
Mutual fund accounts $ 517,935 22,936,625
Participant loans $ 1,197,529 1,197,529
Atlantic Energy, Inc.
Common Stock $ 116,219 116,219
Contributions receivable:
Employer 15,619
Employees 1,177 53 46,269
---------------- ---------------- --------------- ----------------
Net assets available for benefits $ 519,112 $ 1,197,529 $ 116,272 $ 35,233,061
================ ================ =============== ================
</TABLE>
13
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
ATLANTIC ELECTRIC 401(k)
SAVINGS AND INVESTMENT PLAN - B
Item 27(a) - Schedule of Assets Held for Investment
at December 31, 1998
<TABLE>
<CAPTION>
Market
Identity of Issue* Investment Type Cost Value
- ---------------------------------------- ------------------------------------------- --------------- --------------
<S> <C> <C> <C>
T. Rowe Price:
Custom Stable Value Fund General Investment Company $ 11,401,168 $ 11,401,168
Equity Index Fund Mutual Fund 7,752,690 11,974,309
Equity Income Fund Mutual Fund 9,181,821 10,975,135
Spectrum Growth Fund Mutual Fund 1,709,269 1,829,097
International Stock Fund Mutual Fund 566,757 612,817
*Conectiv Class A Common Stock Common Stock 26,679 46,396
*Conectiv Common Stock 104,485 137,057
Participant Loans Various loans at 9.00% maturing
January 1998 through November
2012 - 1,160,453
--------------- --------------
Total assets held for investment $ 30,742,869 $ 38,136,432
=============== ==============
</TABLE>
* Parties-in-interest
<PAGE>
ATLANTIC ELECTRIC 401(k)
SAVINGS AND INVESTMENT PLAN - B
Item 27(d) - Schedule of Reportable Transactions
for the year ended December 31, 1998
<TABLE>
<CAPTION>
(c) Purchase (d) Selling (i) Gain/
(b) Description Price Price (g) Cost Loss
- ---------------------------------------- -------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Custom Stable Value Fund:
Purchases $ 6,476,042 - $ 6,476,042 -
Sales - $ 5,994,853 5,994,853 -
International Stock Fund:
Purchases 1,552,167 - 1,552,167 -
Sales - 1,530,661 1,496,574 $ 34,087
Equity Index Fund:
Purchases 3,611,058 - 3,611,058 -
Sales - 3,031,793 2,526,486 505,307
Equity Income Fund:
Purchases 2,594,244 - 2,594,244 -
Sales - 3,389,045 2,850,509 538,536
</TABLE>
<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: June 30, 1999 /s/ John C. van Roden
---------------------------------------
John C. van Roden, Senior Vice President
and Chief Financial Officer
