<PAGE> 1
Page 1
As Filed with the Securities and
Exchange Commission on October 26, 1998 File No. 70-9095
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.6 TO
APPLICATION-DECLARATION
ON FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
CONECTIV
DELMARVA POWER & LIGHT COMPANY
CONECTIV RESOURCE PARTNERS, INC.
CONECTIV ENERGY SUPPLY COMPANY
800 King Street
Wilmington, DE 19899
<TABLE>
<S> <C>
DELMARVA CAPITAL INVESTMENTS, INC. ATLANTIC CITY ELECTRIC COMPANY
CONECTIV SERVICES, INC. ATLANTIC ENERGY ENTERPRISES, INC.
CONECTIV COMMUNICATIONS, INC. ATLANTIC ENERGY INTERNATIONAL, INC.
DELMARVA SERVICES COMPANY ATLANTIC GENERATION, INC.
DCI I, INC. ATLANTIC SOUTHERN PROPERTIES, INC.
DCI II, INC. ATE INVESTMENT, INC.
DCTC-BURNEY, INC. CONECTIV THERMAL SYSTEMS, INC.
CHRISTIANA CAPITAL MANAGEMENT, INC. COASTALCOMM, INC.
DELMARVA OPERATING SERVICES CO. ATLANTIC ENERGY TECHNOLOGY, INC.
CONECTIV SOLUTIONS, LLC BINGHAMTON GENERAL, INC.
CONECTIV ENERGY, INC. BINGHAMTON LIMITED, INC.
POWER CONSULTING GROUP, INC. PEDRICK LTD., INC.
CONECTIV PLUMBING LLC PEDRICK GEN., INC.
252 Chapman Road VINELAND LIMITED, INC.
P.O. Box 6066 VINELAND GENERAL, INC.
Newark, DE 19714 ATLANTIC JERSEY THERMAL SYSTEMS, INC.
ATS OPERATING SERVICES, INC.
PETRON OIL CORPORATION THE EARTH EXCHANGE, INC.
180 Gordon Drive ATLANTIC PAXTON COGENERATION, INC.
Exton, PA 19341-1328 5100 Harding Highway
Mays Landing, NJ 08330
</TABLE>
(Names of companies filing this statement and
addresses of principal executive offices)
CONECTIV
(Name of top registered holding company parent)
<PAGE> 2
Page 2
Louis M. Walters
Treasurer
Conectiv
800 King Street
Wilmington, DE 19899
(Names and addresses 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
<PAGE> 3
Page 3
Post-Effective Amendment Nos. 2 and 3 as previously filed are hereby amended as
follows:
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.
<TABLE>
<S> <C>
Estimated Legal Fees and Expenses $1,000
Estimated Miscellaneous Expenses 500
------
TOTAL $1,500
</TABLE>
ITEM 6. EXHIBITS
(a) Exhibits
F-5 Opinion of counsel
<PAGE> 4
Page 4
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Post-Effective
Amendment No. 6 to Form U-1 to be signed on their behalf by the undersigned
thereunto duly authorized.
<TABLE>
<S> <C>
DATE: CONECTIV
DELMARVA POWER & LIGHT COMPANY
CONECTIV RESOURCE PARTNERS, INC.
CONECTIV ENERGY SUPPLY COMPANY
DELMARVA CAPITAL INVESTMENTS, INC.
CONECTIV SERVICES, INC.
DCI I, INC.
DCI II, INC.
DCTC-BURNEY, INC.
CHRISTIANA CAPITAL MANAGEMENT, INC.
DELMARVA OPERATING SERVICES COMPANY
POWER CONSULTING GROUP, INC.
CONECTIV SOLUTIONS, LLC
CONECTIV PLUMBING, LLC
ATLANTIC CITY ELECTRIC COMPANY
ATLANTIC ENERGY ENTERPRISES, INC.
ATLANTIC ENERGY INTERNATIONAL, INC.
ATLANTIC GENERATION, INC.
ATLANTIC SOUTHERN PROPERTIES, INC.
ATE INVESTMENT, INC.
CONECTIV THERMAL SYSTEMS, INC.
COASTALCOMM, INC.
ATLANTIC ENERGY TECHNOLOGY, INC.
BINGHAMTON GENERAL, INC.
BINGHAMTON LIMITED, INC.
PEDRICK LIMITED, INC.
PEDRICK GENERAL, INC.
VINELAND LIMITED, INC.
VINELAND GENERAL, INC.
ATLANTIC JERSEY THERMAL SYSTEMS, INC.
ATS OPERATING SERVICES, INC.
THE EARTH EXCHANGE, INC.
ATLANTIC PAXTON COGENERATION, INC.
PETRON OIL CORPORATION
October 26, 1998 /s/ L. M. Walters
-----------------
L. M. Walters
Treasurer
</TABLE>
<PAGE> 5
EXHIBIT INDEX
F-5 Opinion of counsel
<PAGE> 1
Page 6
Exhibit F-5
October 26, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conectiv
SEC File Number 70-9095
Dear Sir or Madam:
As General Counsel for Conectiv, a Delaware corporation ("Conectiv"), I
have acted as counsel to Conectiv in connection with Post-Effective Amendment
Nos. 2 and 3 ("Post-Effective Amendment Nos. 2 and 3") to Form U-1
Application/Declaration (File No. 70-9095), as previously amended (the
"Declaration"), filed with the Securities and Exchange Commission (the
"Commission") jointly by Conectiv, by two subsidiaries, which are operating
utility companies, Delmarva Power & Light Company ("Delmarva") and Atlantic City
Electric Company, and by certain direct and indirect subsidiaries that are
non-utility companies. I am familiar with Post-Effective Amendment No. 6 to be
filed concurrent herewith.
In its Order dated February 26, 1998, the Commission authorized
Conectiv to issue short-term debt not to exceed, when combined with short-term
debt issued by Delmarva, $500 million in aggregate at any one time through
December 31, 2000. The authorization requested in Post-Effective Amendment Nos.
2 and 3 relates to Conectiv's request to increase its short-term debt
authorization to $800 million (the "Proposed Transaction"). The incremental $300
million of short-term debt will be issued by Conectiv only. The short-term debt
issued by Conectiv will not exceed in the aggregate at any one time outstanding
$800 million less any amount of short-term debt issued by Delmarva under its
authorization.
In connection with this opinion, I or attorneys in whom I have
confidence have examined originals or copies, certified or otherwise
satisfactorily identified, of such records of Conectiv and such other documents,
certificates and corporate or other records as I or they have deemed necessary
or appropriate as a basis for the opinions set forth herein. In this
examination, I or they have assumed the genuineness of all signatures, the legal
capacity of all persons, the authenticity of all documents submitted to me as
originals, the conformity to original documents of documents submitted as
certified or photostatic copies and the authenticity of the originals of such
copies. As to various
<PAGE> 2
Page 7
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon statements contained in the
Declaration.
The opinions expressed below with respect to the Proposed Transaction
are subject to the following assumptions, qualifications, limitations,
conditions and exceptions:
(a) The Commission shall have duly entered an appropriate order or
orders with respect to the Proposed Transaction, as described in
Post-Effective Amendment Nos. 2 and 3, granting and permitting
the Declaration, as amended by Post-Effective Amendment Nos. 2
and 3, to become effective under the Act and the rules and
regulations thereunder, and the Proposed Transaction is
consummated in accordance with Post-Effective Amendment Nos. 2
and 3.
(b) No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed below.
Based on the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that, in the event the Proposed Transaction is consummated in accordance with
the Post-Effective Amendment Nos. 2 and 3:
1. All laws of the State of Delaware applicable to the Proposed
Transaction will have been complied with; however, I express no opinion as to
need to comply with state blue sky laws;
2. Conectiv is validly organized and duly existing under the laws of
the state of Delaware;
3. The various debt instruments to be issued by Conectiv as part of the
Proposed Transaction will be valid and binding obligations of Conectiv in
accordance with the terms of such instruments, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and
other similar laws relating to or affecting creditors' rights generally and
general equitable principles, whether considered in a proceeding in equity or at
law; and
4. The consummation of the Proposed Transaction will not violate the
legal rights of the holders of any securities issued by Conectiv or any
associate company thereof.
<PAGE> 3
Page 8
I hereby consent to the filing of this opinion together with
Post-Effective Amendment No. 6.
Very truly yours,
/s/ Peter F. Clark
Peter F. Clark
