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0001135971-03-000411.txt : 20031201
0001135971-03-000411.hdr.sgml : 20031201
20031201084149
ACCESSION NUMBER: 0001135971-03-000411
CONFORMED SUBMISSION TYPE: 35-CERT
PUBLIC DOCUMENT COUNT: 12
FILED AS OF DATE: 20031201
EFFECTIVENESS DATE: 20031201
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PEPCO HOLDINGS INC
CENTRAL INDEX KEY: 0001135971
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931]
IRS NUMBER: 522297449
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 35-CERT
SEC ACT: 1935 Act
SEC FILE NUMBER: 070-09947
FILM NUMBER: 031028906
BUSINESS ADDRESS:
STREET 1: SUITE 1300
STREET 2: 701 NINTH STREET, NW
CITY: WASHINGTON
STATE: DC
ZIP: 20068
MAIL ADDRESS:
STREET 1: SUITE 1300
STREET 2: 701 NINTH STREET, NW
CITY: WASHINGTON
STATE: DC
ZIP: 20068
FORMER COMPANY:
FORMER CONFORMED NAME: NEW RC INC
DATE OF NAME CHANGE: 20010302
35-CERT
1
rule24.htm
CERTIFICATE OF NOTIFICATION PURSUANT TO RULE 24
As Filed with the Securities and Exchange Commission on December 1, 2003
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of
CERTIFICATE
Pepco Holdings, Inc. and Subsidiaries
OF
File No. 70-9947
NOTIFICATION
(Public Utility Holding Company Act of 1935)
PURSUANT TO RULE 24
This Certificate of Notification is filed by Pepco Holdings, Inc., a Delaware corporation ("PHI"), pursuant to Rule 24 (17 C.F.R. Section 250.24) under the Public Utility Holding Company Act of 1935 (the "Act"). Such filing is made in connection with PHI's Form U-1 Application-Declaration, as amended (the "Application"), and as authorized by the order of the Securities and Exchange Commission (the "Commission") dated July 31, 2002, (the "Order") in the above-referenced file. The Order directs that PHI file with the Commission quarterly certificates pursuant to Rule 24 within 60 days after each of the first three calendar quarters and within 90 days after the last calendar quarter.
This Certificate of Notification reports transactions for the period July 1, 2003 through September 30, 2003.
Capitalized terms not otherwise defined herein have the meaning ascribed in the Application.
1.
Sales of common stock or preferred securities by PHI and the purchase price per share and the market price per share at the date of the agreement of sale.
None.
2.
Total number of shares of PHI common stock issued during the period under employee benefit plans and dividend reinvestment plans and the number of shares issuable under options granted during the period under employee benefit plans.
Shares Issued
Shares Issuable under
Options Granted
476,593
0
3.
The number of shares of PHI common stock issued for acquisitions, the value per share and any restrictions thereon in the hands of the acquirer.
None
4.
A list of guarantees issued during the period, including the name of the guarantor, the name of the beneficiary and the amount of the guarantee.
Guarantor
Beneficiary
Amount of
Guarantee
($thousands)
Type of Guarantee
PHI
Potomac Electric Power
Company
31,112
Payment/Trading
PHI
Pepco Energy Services, Inc.
22,335 (1)
Payment/Trading
PHI
Conectiv Energy Supply, Inc.
14 (1)
Letter of
Credit/Canadian
Trading
PHI
Pepco Energy Services, Inc.
11,294 (1)
Construction
PHI
DCTC-Burney, Inc.
14,942
Payment
Potomac Capital
Investment
Corporation
Aircraft International
Management Company
57 (1)
Payment
Potomac Capital
Investment
Corporation
PCI Air Management
Corporation
45 (1)
Payment
PHI
Atlantic City Electric
Company/Delmarva Power &
Light Company
200 (1)
Letter of Credit
PHI
Pepco Energy Services, Inc.
238
Letter of Credit
(1)
Represents increase since 6/30/03
5.
The amount and terms of any PHI indebtedness or debt issued under the Genco limit during the period.
Issuer
Issue
Date
Amount
Issued ($)
Interest
Rate (%)
Maturity
Date
PHI
Various
121,800,000(1)
1.21 (2)
Various
Conectiv Bethlehem, LLC
Various
*
(2)*
(3)
(1)
Balance at 9/30/03 (2) Weighted average interest rate at 9/30/03 (3) Maturity date is the later of 6/25/06 or two years after loan is converted to term loan
* Confidential treatment requested.
6.
Amount and terms of short-term debt issued during the period by any jurisdictional Utility Subsidiary of PHI.
Issuer
Amount Issued ($)
Interest Rate (%)
Potomac Electric Power Company
43,056,000 (1)
1.18 (2)
Potomac Electric Power Company
100,000,000
1.63 (2)
Delmarva Power & Light Company
53,500,000 (1)
1.19 (2)
(1)
Balance at 9/30/03 (2) Weighted average interest rate at 9/30/03
7.
Amount and terms of any financings consummated by any Nonutility Subsidiary not exempt under Rule 52.
Issuer
Issue Date
Amount Issued ($)
Interest Rate (%)
Atlantic Generation, Inc.
(1)
(1)
(1)
Conectiv
Various
456,037,724(2)
1.21(3)
Conectiv Atlantic Generation, LLC
Various
(2)*
(3)*
Conectiv Bethlehem, LLC
Various
(2) (4)*
(3)*
Conectiv Delmarva Generation, Inc.
Various
(2)*
(3)*
Conectiv Energy Holding Company
Various
(2)*
(3)*
Conectiv Energy Holding Company
9/5/03
*
(5)*
Conectiv Energy Holding Company
9/5/03
*
(6)*
Conectiv Energy Supply, Inc.
(1)
(1)
(1)
Conectiv Mid Merit, LLC
Various
(2)
*
(3)*
Conectiv Thermal Systems, Inc.
(1)
(1)
(1)
DCTC-Burney, Inc.
(1)
(1)
(1)
Delaware Operating Services Company
(1)
(1)
(1)
PHI Operating Services Company
(1)
(1)
(1)
Pepco Energy Services, Inc.
(1)
(1)
(1)
PHI Service Company
Various
8,198,434(2)
1.21(3)
(1)
To bereported on Form U-9C-3 for Pepco Holdings, Inc. (2) Balance at 9/30/03 (3) Weighted average interest rate at 9/30/03 (4) Excludes Genco debt reported in Item 5 above (5) Maturity date is 1/5/05 (6) Maturity date is 9/5/05
* Confidential treatment requested.
8.
Notional amount and principal terms of any Hedge Instruments or Anticipatory Hedges during the period and the identity of the other parties thereto.
In June, 2002, Conectiv Bethlehem, LLC entered into an interest rate swap with Credit Suisse First Boston to hedge 75% of the variable rate debt borrowed under a credit agreement related to the construction of mid-merit generation plants. At September 30, 2003, the notional amount of the swap agreement was $232.5 million.
9.
List of U-6B-2 forms filed with the Commission during the period, including the name of the filing entity and the date of filing.
Filing Entity
Filed on Behalf of:
Date of Filing
PHI
Atlantic City Electric Company
12/1/03
PHI
ATE Investment, Inc.
12/1/03
PHI
Atlantic Southern Properties, Inc.
12/1/03
PHI
Conectiv Properties and Investments, Inc.
12/1/03
PHI.
Potomac Capital Investment Corporation
12/1/03
10.
Consolidated balance sheet as of the end of the quarter and separate balance sheets as of the end of the quarter for each company, including PHI, that has engaged in jurisdictional financing transactions during the period.
FS-1
Balance Sheet of PHI and Subsidiaries as of September 30, 2003 (incorporated by reference to the filing of PHI's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)
FS-2
Balance Sheet of PHI as of September 30, 2003
FS-3
Balance Sheet of Potomac Electric Power Company as of September 30, 2003 (incorporated by reference to the filing of Potomac Electric Power Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)
FS-4
Balance Sheet of Delmarva Power & Light Company as of September 30, 2003 (incorporated by reference to the filing of Delmarva Power & Light Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003)
FS-5
Balance Sheet of Conectiv Energy Holding Company and Subsidiaries as of September 30, 2003 (confidential treatment requested)
FS-6
Balance Sheet of Conectiv Energy Holding Company as of September 30, 2003 (confidential treatment requested)
FS-7
Balance Sheet of Conectiv Bethlehem, LLC as of September 30, 2003 (confidential treatment requested)
11.
Table showing, as of the end of the quarter, the dollar and percentage components of the capital structure of PHI on a consolidated basis and Pepco, Delmarva, ACE and CEH.
PHI
Pepco
Delmarva
ACE
CEH
Amount
($MM)
%
Amount
($MM)
%
Amount
($MM)
%
Amount
($MM)
%
Amount
($MM)
%
Debt
6,154.8
64.5
1,124.0
48.0
609.0
47.4
1,022.2
64.3
*
*
Preferred Stock
328.2
3.4
205.3
8.8
91.7
7.1
31.2
2.0
*
*
Common Equity
3,054.6
32.0
1,011.1
43.2
584.2
45.5
535.4
33.7
*
*
Total Capitalization
9,537.6
100.0
2,340.4
100.0
1,284.9
100.0
1,588.8
100.0
*
*
* Confidential treatment requested.
12.
Retained earnings analysis of PHI consolidated, Pepco, Delmarva, ACE and CEH detailing gross earnings, goodwill amortization, dividends paid out of each capital account and the resulting capital account balances at the end of the quarter.
($ millions)
PHI Consolidated
Pepco
DPL
ACE
CEH
Balance as of December 31, 2002
838.2
468.9
364.4
153.9
*
Net Income
175.5
101.5
46.7
42.2
*
Dividends
CEH Dividend to Conectiv
N/A
N/A
N/A
N/A
*
Preferred Stock
N/A
(3.7)
(0.7)
(0.2)
*
Common Stock
(127.8)
(62.1)
(39.7)
(41.4)
*
Balance as of September 30, 2003
885.9
504.6
370.7
154.5
*
* Confidential treatment requested.
13.
Information showing the calculation of the portion of PHI's loss attributable to the Merger.
Merger related costs expensed during period:
Amortization of debt expense $168,366
14.
Spreadsheet showing the actual allocation of income taxes to each of the members of the consolidated group.
See attached Schedule 1.
15.
Registration statements filed under the Securities Act of 1933 with respect to securities that are subject to the Application.
Registrant
File No.
Filing Date
Purpose
Amount ($ millions)
Atlantic City
Electric Company
333-108861
9/17/03
Debt Securities
250
16.
New Financing Subsidiaries established during period.
None.
PHI represents that its financial statements shall account for any Financing Subsidiary in accordance with GAAP and shall further disclose, with respect to any Financing Subsidiary, (i) the name of the subsidiary; (ii) the value of PHI's investment account in the subsidiary; (iii) the balance sheet account where the investment and the cost of the investment are booked; (iv) the amount invested in the subsidiary by PHI; (v) the type of corporate entity; (vi) the percentage owned by PHI; (vii) the identification of other owners if not 100% owned by PHI; (viii) the purpose of the investment in the subsidiary; and (ix) the amounts and types of securities to be issued by the subsidiary. To the extent any securities are issued by any entity in this file and are not set forth on the balance sheet of the issuer, the terms and conditions of the securities will be included in the applicable report filed under rule 24. PHI states that, regardless if any duty to file is triggered, PHI maintains sufficient internal con
trols to monitor the creation and use of any Financing Subsidiary.
SIGNATURE
I, Anthony J. Kamerick, Vice President and Treasurer of Pepco Holdings, Inc., certify that the transactions included in this Certificate of Notification have been carried out in accordance with the terms and conditions of and for the purposes represented in the Application.
December 1, 2003
Pepco Holdings, Inc.
/s/ Anthony J. Kamerick Anthony J. Kamerick
Vice President and Treasurer
35-CERT
3
rule24.pdf
CERTIFICATE OF NOTIFICATION PURSUANT TO RULE 24 PDF. FILE
begin 644 rule24.pdf
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