<PAGE> 1
File Number 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM U-1
APPLICATION/DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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Conectiv
800 King Street
Wilmington, DE 19899
Atlantic City Electric Company
6801 Black Horse Pike
Egg Harbor Township, NJ 08234
(Name of companies filing this statement and address of principal executive
office)
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Conectiv
(Name of top registered holding company parent)
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Louis M. Walters
Treasurer
Conectiv
800 King Street
Wilmington, DE 19899
(Name and address of agents for service)
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The Commission is requested to send copies of all notices, orders and
communications in connection with this Application/Declaration to:
Peter F. Clark, Esq. Joyce Koria Hayes, Esq.
Conectiv 7 Graham Court
800 King Street Newark, DE 19711
Wilmington, DE 19899
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS:
(a) Furnish a reasonably detailed and precise description of the proposed
transaction, including a statement of the reasons why it is desired to
consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its
relation to the proposed transaction.
Conectiv, a Delaware corporation, previously filed an Application/Declaration
on Form U-1 with the Securities and Exchange Commission (the "Commission")
requesting authorization under Section 9(a)(2) of the Public Utility Holding
Company Act of 1935, as amended (the "Act"), to consummate certain transactions
resulting in the acquisition by Conectiv of all of the outstanding voting
securities of Delmarva Power & Light Company, a Delaware and Virginia
corporation and an operating public utility company ("Delmarva"), and Atlantic
City Electric Company, a New Jersey corporation and an operating public utility
company ("ACE") (File No. 70-9069). The order approving the merger was issued on
February 25, 1998 (Release No. 26832).
The purpose of this filing is to request Commission authorization (1) under
Sections 6(a) and 7 of the Act and Rule 62 for ACE to solicit proxies from the
holders of its outstanding shares of preferred stock for use at a special
meeting of its stockholders (the "Special Meeting") to be held on or about
October 14, 1998 to consider a proposed amendment to ACE's Agreement of Merger
dated May 24, 1949 as amended on April 8, 1952 (the "ACE Charter") that would
eliminate in its entirety Paragraph 7(B)(c) of Article III of the ACE Charter, a
provision restricting the amount of securities representing unsecured
indebtedness issuable by ACE (hereinafter, the "Proposed Amendment"); (2) under
Sections 9(a) and 10 and Rule 51 for Conectiv to purchase pursuant to tender
offer as described below, shares of ACE preferred Stock and (3) under Sections
12(c) and Rule 42 and 43 thereunder, for ACE to reacquire the shares from
Conectiv. The Commission is requested to issue a public notice of the proposed
transactions and order authorizing the proxy solicitation on or before August
14, 1998 to allow ACE sufficient time to solicit proxies in advance of the
Special Meeting and to facilitate the tender offers which may be effected by
means of a combined proxy statement and issuer tender offer statement pursuant
to the Securities Exchange Act of 1934 (the "Exchange Act".)
1. The ACE Charter Amendment and Solicitation of Proxies:
ACE has outstanding 18,320,937 shares of common stock, $3.00 par value, all
of which are held by Conectiv. ACE's outstanding preferred stock consists of
300,000 shares of Cumulative Preferred Stock, $100 Par Value issued in six
series and 339,500 shares of Preferred Stock Without Par Value issued in two
series for a total of 639,500 shares outstanding. Under the ACE charter,
Preferred Stock Without Par Value is entitled to the same voting rights and
protections as the Cumulative Preferred Stock. (Shares of Cumulative Preferred
Stock $100 par value and Preferred Stock Without Par Value shall hereinafter
be referred to collectively as "Preferred Stock.")
Article III(7)(B)(c) of the ACE Charter provides that:
"III(7)(B) So long as any shares of the Cumulative Preferred Stock are
outstanding, the Corporation shall not without the consent (given by vote at
a meeting called for that purpose)
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of the holders of a majority of the total number of shares of the Cumulative
Preferred Stock then outstanding:
. . . .
. . . .
"(C) Issue any unsecured notes, debentures or other securities
representing unsecured indebtedness, or assume any such unsecured
securities, for purposes other than the refunding of outstanding
unsecured securities . . . if, . . . the total principal amount of all
unsecured notes, debentures or other securities representing unsecured
indebtedness issued or assumed by the Corporation and then outstanding
. . . would exceed 20% of the aggregate of (i) the total principal
amount of all bonds or other securities representing secured
indebtedness issued or assumed by the Corporation and then to be
outstanding, and (ii) the capital and surplus of the Corporation as
then to be to be stated on the books of account of the Corporation;"
As stated above, the Proposed Amendment would eliminate paragraph (c) in its
entirety. Consent by a majority of the shares of outstanding Preferred Stock and
common stock is required to adopt the Proposed Amendment. Conectiv intends to
vote all shares of common stock in favor of the Proposed Amendment.
If the Proposed Amendment is adopted, ACE proposes to make a special cash
payment to each holder of Preferred Stock who voted his or her shares in favor
of the Proposed Amendment, provided that such shares have not been tendered
pursuant to the concurrent cash tender offer described below. If the holders of
Preferred Stock opt not to tender their shares, ACE proposes to offer a consent
fee of $1 per share to shareholders voting in favor of the Proposed Amendment.
In the case of the tender, redemption or consent fee, no shareholder will
receive payment if the Proposed Amendment does not receive the requisite
affirmative vote to remove the unsecured debt limitation.
ACE proposes to remove the unsecured debt restriction to enable the company
1) to issue debt without using the overly restrictive and expensive First
Mortgage Bonds under which secured debt is currently issued, 2) to take
advantage of unsecured financial instruments which are designed to enhance a
company's overall credit structure and allow for better management of the
company's cost of capital and 3) to issue additional interim unsecured debt in
order to obtain the best terms available in the market for permanent capital
financing. Exhibit H compares the value of the existing preferred stock
outstanding against a new source of funds based on current market rates for a
15-year period, assuming a 75% success rate on the tenders.
2. Conectiv Tender Offer.
Concurrently with the ACE proxy solicitation, Conectiv proposes to undertake
a program of acquisition through tender offers (the "Offers") for cash at
purchase prices established through market conditions, without premium or
through a redemption at $100 or par value (hereinafter referred to as the
"Purchase Price") as follows:
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<TABLE>
<CAPTION>
SERIES SHARES PRINCIPAL AMOUNT SHARES AUTHORIZED
- ------ ------ ---------------- -----------------
To be
tendered:
<S> <C> <C> <C>
4% 77,000 $7,700,000 77,000
4.10% 72,000 7,200,000 72,000
4.35% 15,000 1,500,000 15,000
4.35% 36,000 3,600,000 36,000
4.75% 50,000 3,600,000 50,000
</TABLE>
To be redeemed at the call price of $100 per share or tendered if less:
<TABLE>
<S> <C> <C> <C>
5.00% 50,000 5,000,000 50,000
</TABLE>
(The foregoing series are hereinafter referred to as the "Tendered Series")
To be offered consent fee only:
<TABLE>
<S> <C> <C> <C>
$7.80 23,950 23,950,000 70,000
</TABLE>
(Referred to as the "Nontendered Series")(1)
The Offers will be subject to terms and conditions set forth in the Offer to
Purchase and Proxy Statement and accompanying Letter of Transmittal (the "Offer
Documents") (See Exhibit B-1.) Conectiv anticipates that the Offers will expire
at 5 p.m. (New York City time) on the date of the Special Meeting, (currently
anticipated to be October 14, 1998, unless extended as described below
(hereinafter the "Expiration Date")). The Conectiv Offers consist of separate
Offers for each tendered series, with the Offer for any one series being
independent of the Offer for any other series. The applicable Purchase Price and
the other terms and conditions of the Offers apply equally to all holders of the
tendered series. The Offers are not conditioned upon any minimum number of
shares being tendered, but are conditioned, among other things, on tendering
Preferred Shareholders voting in favor of the Proposed Amendment and the
Proposed Amendment being adopted at the Special Meeting. To tender shares in
accordance with the terms of the Offer Documents, the tendering Preferred
stockholder must either (1) send to The Bank of New York, in its capacity as
depositary for the Offers, a properly completed and duly executed Letter of
transmittal and Proxy, together with any required signature guarantees and any
other documents required by the Letter of Transmittal and Proxy, and either (a)
certificates for the shares to be tendered must be received by the Depositary at
one of its addresses specified in the Offer Documents, or (b) such Shares must
be delivered pursuant to the procedures for book-entry transfer described in the
Offer Documents and a confirmation of such delivery must be received by the
Depositary, in each case by the Expiration Date; or (2) comply with a guaranteed
delivery procedure specified in the Offer Documents. Tenders of Shares made
pursuant to the Offers may be withdrawn at any time prior to the Expiration
Date. Thereafter such tenders are irrevocable, subject to certain exceptions
identified in the Offer Documents.
Conectiv's obligation to proceed with the Offer and to accept for payment and
to pay for any tendered shares is made in accordance with Rule 51 under the Act
and is subject to various
- --------
(1) A final Sinking fund payment on August 1, 1998 will eliminate the eighth
series currently outstanding removing the need for a tender offer for that
series.
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conditions enumerated in the Offer Documents, including, among other conditions,
that tendering Preferred Shareholders vote in favor of the Proposed Amendments,
that the Proposed Amendments be adopted at the Special Meeting and that the
Commission issue an order under the Act authorizing the proposed transactions.
At any time and from time to time, Conectiv may extend the Expiration Date
applicable to any series by giving notice of such extension to the Depositary,
without extending the Expiration Date for any other series. During any such
extension, all Shares of the applicable series previously tendered will remain
subject to the Offer, and may be withdrawn at any time prior to the Expiration
Date as extended.
Conversely, Conectiv may elect in its sole discretion to terminate one or
more Offers prior to the scheduled Expiration Date and not to accept for payment
and pay for any shares tendered, subject to the applicable provisions of Rule
13e-4 under the Securities Exchange Act of 1934 requiring Conectiv either to pay
the consideration offered or to return the shares tendered promptly after the
termination or withdrawal of an Offer, upon the occurrence of any of the
conditions to closing enumerated in the Offer Documents, by giving notice of
such termination to the Depositary and making a public announcement thereof.
Subject to compliance with applicable law, Conectiv further reserves the
right in the Offer Documents, in its sole discretion, to amend one or more
Offers in any respect by making a public announcement thereof. If Conectiv
materially changes the terms of an Offer or the information concerning an Offer
or if Conectiv waives a material condition of an Offer (such as the condition
that the Proposed Amendment be adopted at the Special Meeting), Conectiv will
extend the Expiration Date to the extent required by law.
Shares validly tendered to the Depositary pursuant to an Offer and not
withdrawn in accordance with the procedures set forth in the Offer Documents
will be held by Conectiv until the Expiration Date (or returned in the event the
Offer is terminated). Subject to the terms and conditions of an Offer, as
promptly as practicable after the Expiration Date, Conectiv will accept for
payment (and thereby purchase) and pay for shares validly tendered and not
withdrawn by depositing the Purchase Price with the Depositary, which will act
as agent for tendering Preferred Stockholders for the purpose of receiving
payment from Conectiv and transmitting payment to tendering Preferred
Stockholders. Conectiv will pay all stock transfer taxes, if any, except in
certain limited circumstances as may be described in the Offer Documents.
In addition to the Purchase Price paid by Conectiv, holders of tendered
shares purchased by Conectiv will receive from ACE a dividend attributable to
the period ending on the date the shares are purchased by Conectiv. Any such
holder will not be entitled to receive with respect to such Tendered Shares
additional consideration in the form of a Cash Payment. As stated above the
latter payment is payable only to Shares voted by Preferred Stockholders in
favor of the Proposed Amendment provided that such Shares have not been tendered
pursuant to an Offer and the Proposed Amendment is adopted. Preferred
Stockholders who wish to tender their Shares must vote in favor of or consent to
the Proposed Amendment. The Offer is conditioned upon, among other things, the
Proposed Amendment being adopted at the Special Meeting.
If the Proposed Amendment is not adopted at the Special Meeting, Conectiv may
elect, but is not obligated, to waive such condition, subject to applicable law.
In such case, ACE may either adjourn the Special Meeting or call another special
meeting as promptly as practicable and solicit
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proxies for the same purpose i.e., securing stockholder approval of the Proposed
Amendment. At such postponed or new meeting, Conectiv would vote any shares
acquired by it pursuant to the Offer or otherwise in favor of the Proposed
Amendment.
Morgan Stanley Dean Witter will act as dealer manager ("Dealer Manager") for
Conectiv in connection with the Offers. The Dealer Manager fee is 0.50% of the
par value or stated value per share of shares of any Preferred Stock which are
tendered, accepted for payment and paid for pursuant to the Offers. In addition
a solicitation fee will be paid to retail brokers equal to 1.50% of the par or
stated value of shares of Preferred Stock that are tendered, accepted for
payment and paid for pursuant to the Offers; provided, however, that with
respect to transactions for beneficial owners whose ownership equals or exceeds
2,500 shares of a Tendered Series, Conectiv has agreed to pay a solicitation fee
in the amount of 1.00% of the par or stated value of the tendered Preferred
Stock. Any fee payable with respect to transactions for beneficial owners whose
ownership equals or exceeds 2,500 shares of Preferred Stock of any Tendered
Series shall be paid in full to the Dealer Manager unless a soliciting dealer is
designated, in which case 80% of the fee shall be paid to the Dealer Manager and
20% of the fee shall be paid to the designated soliciting dealer.
The proposed acquisition by Conectiv of shares of Preferred Stock will
benefit Conectiv System utility customers, shareholders and Preferred
Stockholders. The Offers allow Preferred Stockholders who may not favor the
Proposed Amendments an option to sell their Preferred Stock at a price that
Conectiv anticipates will be at market price, but without the usual transaction
costs associated with a sale. As shown on Exhibit H, ACE utility customers and
indirectly Conectiv shareholders will benefit from, among other things, the
lower cost of capital and the tax deductibility of debt versus equity.
3. Reacquisition of Shares by ACE.
If the Proposed Amendment is adopted at the meeting or in any event within
one year from the Expiration Date, Conectiv will sell and ACE will repurchase
the shares for the Purchase Price plus expenses of sale. ACE will thereupon
retire and cancel the shares. The funds to be used for purposes of the
repurchases and fees will be raised using securities approved for issuance by
the New Jersey Board of Public Utilities ("NJBPU") pursuant to Rule 52 and
perhaps using financing entities as authorized by the order of the NJBPU and
under the terms of the Order of this Commission dated February 26, 1998 (File
No. 70-9095) (HCAR No. 26833).
4. Statement Pursuant to Rule 54
Rule 54 promulgated under the Act states that in determining whether to
approve the issue or sale of a security by a registered holding company for
purposes other than the acquisition of an Exempt Wholesale Generator ("EWG") or
a Foreign Utility Company ("FUCO"), or other transactions by such registered
holding company or its subsidiaries other than with respect to EWGs or FUCOs,
the Commission shall not consider the effect of the capitalization or earnings
of any subsidiary which is an EWG or a FUCO upon the registered holding company
system if Rules 53(a), (b) or (c) are satisfied. As demonstrated below, such
rules are satisfied.
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Rule 53 requires that the aggregate investment in EWGs and FUCOs not exceed
50% of a system's consolidated retained earnings. Conectiv and its subsidiaries
will not make any investments in EWGs and FUCOs that cause it to exceed that
limitation, unless the Commission otherwise authorizes. Currently, Conectiv has
one insignificant indirect interest in an EWG. DCTC-Burney, Inc., an indirect
subsidiary of Conectiv, holds a 45% direct and indirect interest in Burney
Forest Products, A Joint Venture, which is an EWG. As of March 31, 1998, the
book value of the investment was $0.
Conectiv and its subsidiaries will maintain books and records to identify the
investments in and earnings from EWGs and FUCOs in which they directly or
indirectly hold an interest, thereby satisfying Rule 53(a)(2). In addition, the
books and records of each such entity will be kept in conformity with United
States generally accepted accounting principles ("GAAP"), the financial
statements will be prepared according to GAAP, and Conectiv undertakes to
provide the Commission access to such books and records and financial statements
as it may request.
Employees of Conectiv's domestic public-utility companies will not render
services, directly or indirectly, to any EWGs or FUCOs in the Conectiv System,
thereby satisfying Rule 53(a)(3).
Conectiv, in connection with any Form U-1 seeking approval of EWG or FUCO
financing, will submit copies of such Form U-1 and every certificate filed
pursuant to Rule 24 with every federal, state or local regulator having
jurisdiction over the retail rates of the public utility companies in the
Conectiv System. Rule 53(a)(4) will be correspondingly satisfied.
None of the conditions described in Rule 53(b) exists with respect to
Conectiv, thereby satisfying Rule 53(b) and making Rule 53(c) inapplicable.
(b) Describe briefly, and where practicable state the approximate amount of, any
material interest in the proposed transaction, direct or indirect, of any
associate company or affiliate of the applicant or any affiliate of any such
associate company.
Not applicable.
(c) If the proposed transaction involves the acquisition of securities not
issued by a registered holding company or a subsidiary thereof, describe
briefly the business and property, present or proposed, of the issuer of
such securities.
Not applicable.
(d) If the proposed transaction involves the acquisition or disposition of
assets, describe briefly such assets, setting forth original cost, vendor's
book cost (including the basis of determination) and applicable valuation
and qualifying reserves.
Not applicable.
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ITEM 2. FEES COMMISSIONS AND EXPENSES:
(a) State (1) the fees, commissions and expenses paid or incurred, or to be
paid or incurred, directly or indirectly, in connection with the proposed
transaction by the applicant or declarant or any associate company thereof, and
(2) if the proposed transaction involves the sale of securities at competitive
bidding, the fees and expenses to be paid to counsel selected by applicant or
declarant to act for the successful bidder.
It is estimated that the fees, commissions and expenses ascertainable at this
time to be incurred by ACE in connection with the preparation of this
post-effective amendment are as follows:
<TABLE>
<S> <C>
Fees for Outside Counsel $ *
Fees of Conectiv Resource Partners *
Dealer Manager Fees *
Depositary Fees *
Broker/Dealer Fees *
Information Agent Fees *
Miscellaneous Expenses *
----
Total $ *
</TABLE>
* To be filed by amendment.
(b) If any person to whom fees or commissions have been or are to be paid in
connection with the proposed transaction is an associate company or an affiliate
of the applicant or declarant, or is an affiliate of an associate company, set
forth the facts with respect thereto.
Portions of this application/declaration may be prepared, processed for
filing or reviewed by personnel of Conectiv Resource Partners, whose time will
be allocated to ACE at cost.
ITEM 3. APPLICABLE STATUTORY PROVISIONS:
(a) State the sections of the Act and the rules thereunder believed to be
applicable to the proposed transaction. If any section or rule would be
applicable in the absence of a specific exemption, state the basis of exemption.
Section 9(a) and 10 and Rule 51 are deemed applicable to the purchase by
Conectiv of the Preferred Stock pursuant to a Tender Offer. Section 12 (e) of
the Act and Rules 62 and 65 thereunder are applicable to the Proxy Solicitation.
Section 12(e) and Rule 65 thereunder are and Section 6(a)(2) may be deemed
applicable to the cash payments. Section 6(a)(2) of the Act is applicable to the
proposed amendments. Section 12(c) and Rule 42 thereunder are applicable to the
reacquisition of the shares of Preferred Stock by ACE and Section 12(d) and
Rules 43 and 44 may be applicable to the sale of the Preferred Stock by Conectiv
to ACE.
ITEM 4. REGULATORY APPROVAL.
(a) State the nature and extent of the jurisdiction of any State commission
or any Federal commission (other than the Securities and Exchange Commission)
over the proposed transaction.
<PAGE> 9
Not applicable. An application has been filed with the NJBPU for
authorization to issue the securities to fund the repurchases, redemptions and
expenses; that issuance is exempt from the requirements of Section 6(a) under
Rule 52. Authorization has also been requested from the NJBPU for the
repurchase of Preferred Stock from Conectiv by ACE. The NJBPU does not have
jurisdiction over the solicitation of proxies or the purchase and sale by
Conectiv of ACE securities, which are the subject matter of this declaration.
(b) Describe the action taken or proposed to be taken before any commission
named in answer to paragraph (a) of this item in connection with the proposed
transaction.
Not applicable.
ITEM 5. PROCEDURE.
(a) State the date when Commission action is requested. If the date is less
than 40 days from the date of the original filing, set forth the reasons for
acceleration.
The Commission is respectfully requested to issue and publish the requisite
notice under Rule 23 with respect to the filing of this Declaration and to issue
an order permitting the solicitation of proxies for approval of the amendment of
the charter not later than August 14, 1998, such notice to specify a date not
later than September 14, 1998 by which comments may be entered, permitting the
Commission to issue an order granting and permitting the Declaration to become
effective.
(b) State (i) whether there should be a recommended decision by a hearing
officer, (ii) whether there should be a recommended decision by any other
responsible officer of the Commission, (iii) whether the Division of Corporate
Regulation may assist in the preparation of the Commission's decision, and (iv)
whether there should be a 30-day waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
It is submitted that a recommended decision by a hearing or other responsible
officer of the Commission is not needed with respect to the proposed
transactions. The Office of Public Utility Regulation of the Division of
Investment Management may assist in the preparation of the Commission's
decision. There should be no waiting period between the issuance of the
Commission's order and the date on which it is to become effective.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
The following exhibits are made a part of this statement:
(a) Exhibits
A-1. Agreement of Merger between Atlantic City Electric Company
and South Jersey Power & Light Company filed June 30, 1949, and
Amendments through May 3, 1991 (File No. 2-71312 - Exhibit No.
3(a); File No. 1-3559, Form 10-Q for the quarter ended June 30,
1982 - Exhibit No. 3(b); Form 10-Q for the quarter ended March
31, 1985 - Exhibit No. 3(a); Form 10-q for the quarter ended
March 31, 1987 - Exhibit No. 3(a); Form 8-K dated October 12,
1988 - Exhibit No. 3(a); Form 10-K for the fiscal year ended
December 31, 1990 - Exhibit No. 3c; and Form 10-Q for the
quarter ended September 30, 1991 - Exhibit No. 3c
<PAGE> 10
A-2. By-laws of Atlantic City Electric Company, as amended April 24,
1989 (incorporated by reference to the filing on Form 10-Q for the
quarter ended September 31, 1989 (Exhibit No. 3))
B-1 Offer to Purchase and Proxy Statement for Tendered Series (to be
filed by amendment)
B-2 Proxy Statement for Nontendered shares (to be filed by amendment)
F. Opinion of counsel (to be filed by amendment)
G. Form of notice pursuant to Rule 22(f) and order permitting proxy
solicitation
H. Comparison of cost of capital
(b) Financial Statements
1. ACE Balance sheet at March 31, 1998 (Incorporated by reference to
the filing on Form 10-Q for the quarter ended March 31, 1998)
2. ACE statements of income and cash flows for the three months ended
March 31, 1998 (Incorporated by reference to the filing on Form
10-Q for the quarter ended March 31, 1998)
3. Consolidated balance sheet of Conectiv and its subsidiaries at
March 31, 1998 (Incorporated by reference to the filing on Form
10-Q for the quarter ended March 31, 1998)
4. Consolidated Statements of income and cash flows for Conectiv and
its subsidiaries for the three months ended March 31, 1998.
(Incorporated by reference to the filing on Form 10-Q for the
quarter ended March 31, 1998)
Since March 31, 1998, there have been no material adverse changes, not in the
ordinary course of business in ACE's financial condition or the financial
condition of Conectiv and its subsidiaries consolidated from that set forth in
or contemplated by the foregoing financial statements.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
(a) Describe briefly the environmental effects of the proposed transaction in
terms of the standards set forth in Section 102(2)(C) of the National
Environmental Policy Act (42 U.S.C. 4312(2)(C)). If the response to this item is
a negative statement as to the applicability of Section 102(2)(C) in connection
with the proposed transaction, also briefly state the reasons for that response.
As more fully described in Item 1(a), the proposed transactions subject to
the jurisdiction of this Commission involve no major federal action
significantly affecting the human environment.
(b) State whether any other federal agency has prepared or is preparing an
environmental impact statement ("EIS") with respect to the proposed transaction.
If any other Federal agency has
<PAGE> 11
prepared or is preparing an EIS, state which agency or agencies and indicate the
status of that EIS preparation.
None.
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
CONECTIV
ATLANTIC CITY ELECTRIC COMPANY
By: /s/ Louis M. Walters
-------------------------------
Louis M. Walters
Treasurer
Dated: July 15, 1998
<PAGE> 1
.
EXHIBIT G-1
Conectiv
Atlantic City Electric Company (70- )
Notice of Proposal to Amend Charter and Acquire Preferred Shares pursuant to
Cash Tender and Reacquisition of Preferred Shares by Utility Subsidiary; Order
Authorizing Proxy Solicitation.
Conectiv, a Delaware Corporation and registered public utility holding
company, and Atlantic City Electric Company ("ACE"), a New Jersey electric
utility company and wholly-owned subsidiary of Conectiv, both with principal
offices at 800 King Street, Wilmington, DE 19899 has filed an
application-declaration pursuant to Sections 6(a) and 7, 9(a) and 10, 12(c),
12(d) and 12(e) of the Act and Rules 42, 43, 51, 54, 62 and 65 thereunder.
ACE has outstanding 18,320,937 shares of common stock, $3.00 par value, all
of which are held by Conectiv. Ace's outstanding preferred stock consists of
300,000 shares of Cumulative Preferred Stock, $100 Par Value issued in six
series and 339,500 shares of Preferred Stock Without Par Value issued in two
series for a total of 1,185,000 shares outstanding. Preferred Stock Without Par
Value is entitled to the same voting rights and protections as the Cumulative
Preferred. (Hereinafter referred to in the aggregate as "Preferred Stock.")
Article III(7)(B)(c) of the Agreement of Merger dated May 24, 1949 as amended
on April 8, 1952 (the "ACE Charter") provides that:
"III(7)(B) So long as any shares of the Cumulative Preferred Stock are
outstanding, the Corporation shall not without the consent (given by vote at
a meeting called for that purpose) of the holders of a majority of the total
number of shares of the Cumulative Preferred Stock then outstanding:
. . . .
. . . .
"(C) Issue any unsecured notes, debentures or other securities
representing unsecured indebtedness, or assume any such unsecured
securities, for purposes other than the refunding of outstanding
unsecured securities . . . if, . . . the total principal amount of all
unsecured notes, debentures or other securities representing unsecured
indebtedness issued or assumed by the Corporation and then outstanding
. . . would exceed 20% of the aggregate of (i) the total principal
amount of all bonds or other securities representing secured
indebtedness issued or assumed by the Corporation and then to be
outstanding, and (ii) the capital and surplus of the Corporation as
then to be to be stated on the books of account of the Corporation;"
ACE proposes to solicit proxies (the "Proxy Solicitation") from the holders
of its outstanding Preferred Stock of each series for use at a special meeting
of its stockholders to be held on or about October 14, 1998 to consider a
proposed amendment to eliminate paragraph (c) of Article III(7)(B) from the ACE
Charter. Adoption of the proposed amendment requires the affirmative vote of at
least a majority of the Preferred Stock and of the Common Stock. Conectiv as the
holder of the Common Stock will vote all shares in favor of the proposed
amendment. If the proposed amendment is adopted ACE proposes to make a special
cash payment of $1.00 per share for each
<PAGE> 2
share of Preferred Stock properly voted at the meeting provided that such shares
are not tendered pursuant to the concurrent tender offer that will be engaged in
by Conectiv.
Concurrently with the ACE proxy solicitation, Conectiv proposes to undertake
a program of acquisition through tender offer (the "Tender Offers" or "Offers")
for cash at purchase prices established through market conditions, without
premium and through a redemption at $100 or par values (hereinafter referred to
collectively as the "Purchase Price") as follows:
<TABLE>
<CAPTION>
SERIES SHARES PRINCIPAL AMOUNT SHARES AUTHORIZED
- ------ ------ ---------------- -----------------
To be
tendered:
<S> <C> <C> <C>
4% 77,000 $7,700,000 77,000
4.10% 72,000 7,200,000 72,000
4.35% 15,000 1,500,000 15,000
4.35% 36,000 3,600,000 36,000
4.75% 50,000 3,600,000 50,000
</TABLE>
To be redeemed at the call price of $100 per share or tendered if less:
<TABLE>
<S> <C> <C> <C>
5.00% 50,000 5,000,000 50,000
</TABLE>
The foregoing shall be referred to as the "Tendered Series"
To be offered consent fee only:
<TABLE>
<S> <C> <C> <C>
$7.80 23,950 23,950,000 70,000
</TABLE>
(Referred to as the "Nontendered Series")(2)
Conectiv anticipates that the Offers will expire at 5 p.m. (New York City
time) on the date of the Special Meeting (currently anticipated to be October
14, 1998), unless extended as described below (hereinafter the "Expiration
Date"). The Conectiv Offers consist of separate Offers for each Tendered Series,
with the Offer for any one Tendered Series being independent of the Offer for
any other series. The applicable Purchase Price and the other terms and
conditions of the Offers apply equally to all holders of the Tendered Series.
The Offers are not conditioned upon any minimum number of shares being tendered,
but are conditioned, among other things, on tendering Preferred Shareholder's
voting in favor of the Proposed Amendment and the Proposed Amendment being
adopted at the Special Meeting. To tender shares in accordance with the terms of
the Offer Documents, the tendering Preferred stockholder must either (1) send to
Bank of New York, in its capacity as depositary for the offers, a properly
completed and duly executed Letter of transmittal and Proxy, together with any
required signature guarantees and any other documents required by the Letter of
Transmittal and Proxy, and either (a) certificates for the shares to be tendered
must be received by the Depositary at one of its addresses specified in the
Offer Documents, or (b) such shares must be delivered pursuant to the procedures
for book-entry transfer described in the Offer Documents and a confirmation of
such delivery must be received by the Depositary, in each case by the Expiration
Date; or (2) comply with a guaranteed delivery procedures specified in the Offer
- -----------
(2) A final sinking fund payment due on August 1, 1998 will redeem the
last of the eighth series currently outstanding eliminating the need for the
tender.
<PAGE> 3
Documents. Tenders of shares made pursuant to the Offers may be withdrawn at
any time prior to the Expiration Date. Thereafter such tenders are
irrevocable, subject to certain exceptions identified in the Offer Documents.
Conectiv's obligation to proceed with the offer and to accept for payment and
to pay for any tendered shares is made in accordance with Rule 51 under the Act
and is subject to various conditions enumerated in the Offer Documents,
including, among other conditions, that tendering Preferred Shareholders vote in
favor of the Proposed Amendments, that the Proposed Amendments be adopted at the
Special Meeting and that the Commission issue an order under the Act authorizing
the proposed transactions.
At any time and from time to time, Conectiv may extend the Expiration Date
applicable to any series by giving notice of such extension to the Depositary,
without extending the Expiration Date for any other Tendered Series. During any
such extension, all shares of the applicable Tendered Series previously tendered
will remain subject to the offer, and may be withdrawn at any time prior to the
Expiration Date as extended.
Conversely, Conectiv may elect in its sole discretion to terminate one or
more offers prior to the scheduled Expiration Date and not to accept for payment
and pay for any shares tendered, subject to the applicable provisions of rule
13e-4 under the Securities Exchange Act of 1935 requiring Conectiv either to pay
the consideration offered or to return the shares tendered promptly after the
termination or withdrawal of an offer, upon the occurrence of any of the
conditions to closing enumerating in the Offer Documents, by giving notice of
such termination to the Depositary and making a public announcement thereof.
Subject to compliance with applicable law, Conectiv further reserves the
right in the offering documents, in its sole discretion, to amend one or more
offers in any respect by making a public announcement thereof. If Conectiv
materially changes the terms of an offer or the information concerning an offer
or if Conectiv waives a material condition of an Offer (such as the condition
that the Proposed Amendment be adopted at the Special Meeting), Conectiv will
extend the Expiration Date to the extent required by law.
Shares validly tendered to the Depositary pursuant to an Offer and not
withdrawn in accordance with the procedures set forth in the Offer Documents
will be held by Conectiv until the Expiration Date (or returned in the event the
Offer is terminated). Subject to the terms and conditions of an Offer, as
promptly as practicable after the Expiration Date, Conectiv will accept for
payment (and thereby purchase) and pay for shares validly tendered and not
withdrawn by depositing the Purchase Price with the Depositary, which will act
as agent for tendering Preferred Stockholders for the purpose of receiving
payment from Conectiv and transmitting payment to tendering Preferred
Stockholders. Conectiv will pay all stock transfer taxes, if any, except in
certain limited instances as may be described in the Offer Transmittal Letter
and Proxy.
In addition to the Purchase Price paid by Conectiv, holders of shares of a
Tendered Series purchased by Conectiv will receive from ACE a dividend
attributable to the period ending on the date the shares are purchased by
Conectiv. Any such holder will not be entitled to receive with respect to such
Tendered Shares additional consideration in the form of a Cash Payment. As
stated above the latter payment is payable only to Shares voted by Preferred
Stockholders in favor of the Proposed Amendment provided that such Shares have
not been tendered pursuant to an Offer and the Proposed Amendment is adopted,
Preferred Stockholders who wish to tender their Shares must
<PAGE> 4
vote in favor of or consent to the Proposed Amendment. The Offer is conditioned
upon, among other things, the Proposed Amendment being adopted at the Special
Meeting.
If the Proposed Amendment is not adopted at the Special Meeting, Conectiv may
elect, but is not obligated, to waive such condition, subject to applicable law.
In such case, ACE may either adjourn the Special Meeting or call another special
meeting as promptly as practicable and solicit proxies for the same purpose
i.e., securing stockholder approval of the Proposed Amendment. At such postponed
or new meeting, Conectiv would vote any Shares acquired by it pursuant to the
offer or otherwise in favor of the Proposed Amendment.
To finance the purchase of any shares tendered, accepted for payment and paid
for pursuant to the offer, Conectiv intends to use its general funds and/or
incur short-term indebtedness in an amount sufficient to pay the Purchase Price
for all tendered shares.
Morgan Stanley Dean Witter will act as dealer manager ("Dealer Manager") for
Conectiv in connection with the Offers. Conectiv proposes to agree to pay the
dealer manager a fee for shares tendered, accepted for payment and paid for
pursuant to the Offers and to reimburse the Dealer Manager for certain of its
reasonable out-of-pocket expenses. In addition, Conectiv proposes to pay a
solicitation fee to retail dealers for any shares tendered, accepted for payment
and paid for pursuant to the Offers.
If the Proposed Amendment is adopted at the meeting or in any event within
one year from the Expiration Date, Conectiv will sell and ACE will repurchase
the shares for the Purchase Price plus expenses of sale. ACE will thereupon
retire and cancel the shares. To finance its purchase of any Preferred Shares
tendered or repurchased, ACE intends to issue debt securities pursuant to an
order of the New Jersey Board of Public Utilities, which issue would be exempt
from the requirements of Sections 9 and 10 of the Act under Rule 52 promulgated
thereunder and /or to issue securities and guarantees using financing entities
as authorized by this Commission under Release No. 26833 dated February 26, 1998
in File No. 70-9095.
ACE states that it considers the restriction on unsecured debt to be a
significant impediment to its ability to maintain financial flexibility and
minimize financing costs to the detriment of both customers and shareholders.
Conectiv and ACE requests that the declaration be permitted to become effective
forthwith, pursuant to Rule 62(d).
It appearing to the Commission that the declaration regarding the proposed
solicitation of proxies should be permitted to become effective forthwith,
pursuant to Rule 62(d):
IT IS ORDERED, that the declaration regarding the proposed solicitation of
proxies be, and it hereby is, permitted to become effective forthwith pursuant
to Rule 62 and subject to the terms and conditions prescribed in Rule 24 under
the 1935 Act.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
Jonathan G. Katz
Secretary
<PAGE> 1
EXHIBIT H page 1 of 2
PRESENT VALUE OF EXISTING PREFERRED CONSIDERED FOR TENDER/REDEMPTION
<TABLE>
<CAPTION>
Present
Value of Cumulative
DIVIDENDS Aggregate Present
---------------------------------------------------------------------- Aggregate Dividend Value of
Series 4.00% 4.10% 4.35% 4.75% 5.00% Dividend Amount at Dividend
Shares 77,000 72,000 51,000 50,000 50,000 Amount 6% Amount
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0.25 Qtr1 $ 77,000 $ 73,800 $ 55,463 $ 59,375 $ 62,500 $ 328,138 $323,392
0.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 318,715
0.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 314,106
1.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 309,564
1.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 305,087
1.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 300,675
1.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 296,327
2.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 292,041
2.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 287,818
2.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 283,655
2.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 279,553
3.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 275,511
3.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 271,526
3.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 267,600
3.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 263,730
4.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 259,916
4.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 256,157
4.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 252,452
4.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 248,802
5.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 245,203
5.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 241,657
5.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 238,163
5.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 234,718
6.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 231,324
6.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 227,979
6.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 224,682
6.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 221,432
7.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 218,230
7.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 215,074
7.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 211,964
7.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 208,899
8.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 205,878
8.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 202,900
8.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 199,966
8.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 197,074
9.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 194,224
9.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 191,415
9.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 188,647
9.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 185,919
10.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 183,230
10.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 180,580
10.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 177,969
10.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 175,395
11.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 172,859
11.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 170,359
11.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 167,895
11.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 165,467
12.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 163,074
12.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 160,716
12.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 158,392
12.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 156,101
13.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 153,844
13.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 151,619
13.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 149,426
13.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 147,265
14.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 145,136
14.25 Qtr1 77,000 73,800 55,463 59,375 62,500 328,138 143,037
14.50 Qtr2 77,000 73,800 55,463 59,375 62,500 328,138 140,968
14.75 Qtr3 77,000 73,800 55,463 59,375 62,500 328,138 138,929
15.00 Qtr4 77,000 73,800 55,463 59,375 62,500 328,138 136,920 $13,031,157
</TABLE>
<PAGE> 2
EXHIBIT H page 2 of 2
PRESENT VALUE OF INTEREST ON A $21 MILLION TRUST QUIPS
AND DIVIDEND ON 25% OF PREFERRED STOCK REMAINING OUTSTANDING
<TABLE>
<CAPTION>
Present
Value of Cumulative
Interest on Aggregate Present
DIVIDENDS $21,000,000 Dividend/ Value of
------------------------------------------------ Aggregate QUIPS Dividends/ Interest Dividend/
Series 4.00% 4.10% 4.35% 4.75% Dividend at Interest Amount at Interest
Shares 19,250 18,000 12,750 12,500 Amount 7.25% Net-of-Tax 6.00% Amount
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0.25 Qtr1 $ 19,250 $ 18,450 $ 13,866 $ 14,844 $ 66,409 $ 380,625 $ 313,816 $309,277
0.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 304,805
0.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 300,397
1.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 296,052
1.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 291,771
1.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 287,552
1.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 283,393
2.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 279,295
2.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 275,256
2.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 271,275
2.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 267,352
3.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 263,486
3.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 259,675
3.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 255,920
3.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 252,219
4.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 248,571
4.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 244,977
4.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 241,434
4.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 237,942
5.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 234,501
5.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 231,110
5.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 227,768
5.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 224,474
6.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 221,228
6.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 218,028
6.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 214,875
6.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 211,768
7.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 208,705
7.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 205,687
7.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 202,713
7.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 199,781
8.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 196,892
8.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 194,044
8.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 191,238
8.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 188,473
9.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 185,747
9.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 183,061
9.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 180,413
9.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 177,804
10.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 175,233
10.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 172,699
10.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 170,201
10.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 167,740
11.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 165,314
11.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 162,923
11.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 160,567
11.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 158,245
12.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 155,957
12.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 153,701
12.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 151,479
12.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 149,288
13.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 147,129
13.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 145,001
13.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 142,904
13.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 140,838
14.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 138,801
14.25 Qtr1 19,250 18,450 13,866 14,844 66,409 380,625 313,816 136,794
14.50 Qtr2 19,250 18,450 13,866 14,844 66,409 380,625 313,816 134,815
14.75 Qtr3 19,250 18,450 13,866 14,844 66,409 380,625 313,816 132,866
15.00 Qtr4 19,250 18,450 13,866 14,844 66,409 380,625 313,816 130,944 $12,462,399
</TABLE>
