<PAGE> 1
Filed with the Securities
and Exchange Commission
on November 25, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Filed by a registered holding company or subsidiary thereof pursuant to
Rule U-20-(d) [Reg. Section 250.20, P. 36,652] or U-47 [Reg. Section 250.47, P.
36,620] adopted under the Public Utility Holding Company Act of 1935
Certificate is filed by: Conectiv and Subsidiaries
This certificate is notice that the above named company has issued,
renewed or guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the Act
and was neither the subject of a declaration or application on Form U-1 nor
included within the exemption provided by Rule U-48 [Reg. Section 250.48, P.
36,621].
1. Type of the security or securities ("draft," promissory note"): See
Schedule I.
2. Issue, renewal or guaranty: Common Stock and Long-Term Promissory Notes
are new issues. Short-Term Promissory Notes represent cash advances
directly from Conectiv. Money Pool Advances represent short-term
borrowings from the Conectiv System Money Pool.
3. Principal amount of each security: See Schedule I.
4. Rate of interest per annum of each security: See Schedule I
5. Date of issue, renewal or guaranty of each security: See Schedule I.
6. If renewal of security, give date of original issue: Not applicable.
7. Date of maturity of each security: See Schedule I.
8. Name of the person to whom each security was issued, renewed or
guaranteed: Short-term promissory notes are issued to Conectiv; Money Pool
advances are issued to Conectiv Resource Partners, Inc. as agent for the
Conectiv Money Pool
9. Collateral given with each security, if any: None.
10. Consideration received for each security: For stock, consideration is par
value. For debt, consideration is principal amount.
11. Application of proceeds of each security: General corporate funds for use
in ordinary course of business.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the provisions
of Section 6(a) because of:
a) the provisions contained in the first sentence of Section 6(b):
b) the provisions contained in the fourth sentence of Section 6(b):
c) the provisions contained in any rule of the commission other than
Rule U-48: /x/
13. If the security or securities were exempt from the provisions of Section
6(a) by virtue of the first sentence of Section 6(b), give the figures
which indicate that the security or securities aggregate (together with
all other than outstanding notes and drafts of a maturity of nine months
or less, exclusive of days of grace, as to which such company is primarily
or secondarily liable) not more than 5 percentum of the principal amount
and par
<PAGE> 2
value of the other securities of such company then outstanding. (Demand
notes, regardless of how long they may have been outstanding, shall be
considered as maturing in not more than nine months for purposes of the
exemption from Section 6(a) or the Act granted by the first sentence of
Section 6(b). Not applicable.
14. If the security or securities are exempt from the provisions of Section
6(a) because of the fourth sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the
security or securities herein described have been issued. Not applicable.
15. If the security or securities are exempt from the provisions of Section
6(a) because of any rule of the Commission other than Rule U-48 [Reg.
Section 250.48, P. 36,621] designate the rule under which exemption is
claimed. Rule 52.
CONECTIV
By: /s/ Louis M. Walters
----------------------
Louis M. Walters
Treasurer
Date: November 25, 1998
<PAGE> 3
Form U-6B-2
Schedule I
CONECTIV AND SUBSIDIARIES
QUARTER ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
Issued during Quarter Balance at End of Quarter
--------------------- -------------------------
Installment Short-Term Debt(1)(3) Money Pool
Company Common Stock Promissory Notes ---- Advances(2)(3)
- ------- ------------ ---------------- --------------
<S> <C> <C> <C> <C>
Conectiv Resources Partners 0 0 25,000,000 8,198,222
ATE Investments, Inc. 0 0 $5,000,000 7,411,093
Conectiv Services, Inc. 0 0 0 1,584,867
Atlantic Energy Enterprises, Inc. 0 0 0 4,548,745
Atlantic City Electric Company 0 0 17,300,000 0
Conectiv Communications 0 0 15,037,726 0
Conectiv Solutions 0 0 0 1,562,683
</TABLE>
(1) Interest rate at end of quarter: 6.09% ACE 6.23%
(2) Interest rate at end of quarter: 6.09%
(3) Due on demand, but in no case later than 5/1/99
