1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 18, 2000
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification Number
1-3559 Atlantic City Electric Company 21-0398280
(a New Jersey Corporation)
800 King Street
P.O. Box 231
Wilmington, Delaware 19899
Telephone: (302) 429-3114
2
ITEM 5. OTHER EVENTS.
Sale of Fossil Fuel-Fired Electric Generating Plants
As previously reported, Atlantic City Electric Company (ACE) conducted an
auction for the sale of non-strategic baseload fossil fuel-fired electric
generating plants. On January 19, 2000, ACE's parent company, Conectiv,
announced that ACE had reached agreement to sell its interests in two
wholly-owned and two-jointly owned fossil fuel-fired generating plants to NRG
Energy, Inc., together with related assets and properties, for aggregate cash
consideration of $178,401,000, subject to adjustment based on variances in the
value of fuel and material inventories at the closing and certain capital
expenditures.
As a result of the agreement, subject to satisfaction of certain conditions,
ACE's interest in the following fossil-fuel fired generating plants will be
sold:
o B.L. England Station, a wholly-owned 447 MW coal- and oil-fired
generating plant located in Cape May County, New Jersey;
o Deepwater Station, a wholly-owned 239 MW coal-, oil- and natural
gas-fired generating plant located in Salem County, New Jersey;
o 2.47 % interest in Keystone Station, a jointly-owned coal-fired
generating plant located in Shelocta, Pennsylvania; and
o 3.83 % interest in Conemaugh Station, a jointly-owned coal-fired
generating plant located in New Florence, Pennsylvania.
Consummation of the sale is subject to the satisfaction of certain conditions,
including expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of
other required regulatory approvals. The sale is expected to be completed during
the third quarter of 2000.
On January 19, 2000, Conectiv issued a press release related to the sale of the
generating plants, a copy of which has been filed as an exhibit to this report
and is incorporated by reference herein.
3
* * * * *
ACE's agreement for the sale of non-strategic baseload fossil fuel-fired
electric generating plants to NRG Energy, Inc. resulted in an adjustment to the
extraordinary item initially estimated and recorded in the third quarter of 1999
for discontinuing application of Statement of Financial Accounting Standards No.
71, "Accounting for the Effects of Certain Types of Regulation," to ACE's
electric supply business. As a result, ACE recorded an extraordinary loss of
$40.6 million, net of income taxes, in the fourth quarter of 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
o Exhibits.
99.1 Press release issued by Conectiv dated January 19, 2000, related to the
sale of ACE's fossil fuel-fired electric generating plants.
4
SIGNATURE
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.
ATLANTIC CITY ELECTRIC COMPANY
By: /s/ PHILIP S. REESE
-------------------------------
Philip S. Reese
Vice President and Treasurer
January 31, 2000
5
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
NUMBER
99.1 Press Release issued by Conectiv dated
January 19, 2000, related to the sale of
ACE's fossil fuel-fired electric generating
plants.