Form 12b-25
[As last amended in release No. 34-31905, February 23, 1993, 58 F.R. 14628.]
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR
For Period Ended: June 30, 1994
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[ ]Transition Report on Form 10-K
[ ]Transition Report on Form 20-F
[ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q
[ ]Transition Report on Form N-SAR
For the Transition Period Ended...........................................
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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Part I - Registrant Information
Full Name of Registrant: PECO Energy Capital, L.P.
Former Name if Applicable
1013 Centre Road, Suite 350F
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Address of Principal Executive Office (Street and Number)
Wilmington, Delaware 19805
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City, State and Zip Code
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transaction report or portion thereof could not be filed within the
prescribed time period.
See attached sheet. (Attached Extra Sheets if Needed)
Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification
Brian D. Doerner (215) 864-8615
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [ X] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
PECO Energy Capital, L.P.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date September 9, 1994 By /S/ J. Barry Mitchell
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J. Barry Mitchell,
President, PECO Energy Capital Corp.,
its sole general partner
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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PECO Energy Capital, L.P.
Form 12b-25
PART III - ATTACHMENT
PECO Energy Capital, L.P. ("PECO Energy Capital") operates as a financing
vehicle for PECO Energy Company ("PECO Energy"), a reporting company under the
Securities Exchange Act of 1934 (the "Exchange Act"). PECO Energy Capital Corp.,
the sole general partner of PECO Energy Capital, is a wholly owned subsidiary of
PECO Energy. Pursuant to Registration Statement Nos. 33-53875 and 33-53785-01,
PECO Energy Capital issued 8,850,000 9% Cumulative Monthly Income Preferred
Securities, Series A on July 27, 1994. These Securities are fully and
unconditionally guaranteed by PECO Energy. Given the above facts, PECO Energy
Capital submitted a No-Action letter on August 16, 1994 requesting no-action
relief from the Securities and Exchange Commission pursuant to Section 12(h) of
the Exchange Act from the reporting requirements under the Exchange Act.
No-Action relief has been granted to numerous registrants in similar situations.
We understand from discussions with the staff of the Commission that a decision
from the staff regarding our No-Action letter should be forthcoming in the next
few days. Because the registration statement filed by PECO Energy Capital became
effective on July 26, 1994, absent no-action relief, PECO Energy Capital would
be required to file its first Form 10-Q on September 9, 1994. In addition, as of
June 30, 1994, the end of its most recent fiscal quarter, PECO Energy Capital
had no income or expenses or assets. For this reason, the expense of preparing a
potentially unnecessary Form 10-Q, which will not contain any material
information except for information which is in the Registration Statement
already, is unreasonable.