<PAGE> 1
As Filed with the Securities and
Exchange Commission on March 27,1998
File Number 70-9155
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 1 TO
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
(Name of company 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)
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.
Item 1(a) of the application-declaration is amended as follows:
1. The last three sentences under the Heading, "Triggering Events; Transfer of
Rights" on pages 7 and 8 are amended to add the words "or Class A Common
Stock" after the words "Common Stock' to read as follows:
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock or Class A Common Stock certificates issued after
the Record Date upon transfer or new issuance of the Common Stock or Class A
Common Stock will contain a legend incorporating the Rights Agreement by
reference. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificate") will be mailed to
holders of record of Common Stock and Class A Common Stock as of the close of
business on the Distribution Date and such separate Rights Certificates alone
will evidence the Rights. Following the distribution of Rights Certificates,
the Rights would trade independently of the Common Stock and Class A Common
Stock.
2. The 6th and 7th sentences under the Heading "Terms of the Preferred Stock",
on pages 11 and 12 are amended to add references to Class A Common Stock to
read as follows:
Generally, each share of Preferred Stock will vote together with the Common
Stock and Class A Common Stock and any other series of preferred stock
entitled to vote in such manner and will be entitled to 100 votes, subject to
certain adjustments. In the event of any merger, consolidation, combination,
or other transaction in which shares of the Common Stock and/or Class A
Common Stock are exchanged for or changed into other stock or securities,
cash and/or other property, each share of Series 1 Preferred Stock or Series
2 Preferred Stock, as the case may be, will be entitled to receive 100 times
the amount of stock, securities, cash and/or property, into which or for
which each share of Common Stock or Class A Common Stock, as the case may be,
is changed or exchanged, subject to certain adjustments.
3. Under the heading "Exercise of Rights Following a Triggering Event," on page
8, the following new first sentence is added:
In the event 10 business days (or such later date as may be established by
the Board of Directors) elapse following the announcement or commencement of
a tender or exchange offer, the consummation of which would result in any
person becoming an Acquiring Person, and the Rights certificates are
distributed and the Rights become exercisable, but no one has become an
Acquiring Person, each holder of a Right will have the right to receive upon
exercise, one Unit of Preferred Stock upon payment of the Purchase Price.
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Item IV. "Authorization Sought" is amended to add the words "common stock" in
connection with the exercise and delete references to "securities or other
assets" in connection with an exchange of the Rights to read as follows:
THE COMPANY herein seeks authorization to implement the proposed
stockholder rights plan as described in this application-declaration and
embodied in the proposed Rights Agreement. This would include, among other
actions permitted by the Agreement, the following transactions:
The dividend distribution of the Rights.
The making of adjustments to the Purchase Prices applicable upon exercise
of each Right.
The sale and issuance of Preferred Stock, common stock, or other
securities, or the transfer of other assets upon exercise of the Rights.
The redemption of the Rights and the issuance of Preferred Stock in
exchange for Rights.
Amending of the Agreement as permitted by the terms thereof.
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SIGNATURE
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
By: /s/ Louis W. Walters
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Title: Treasurer
Date: March 27, 1998
