<PAGE> 1
Page 1
As Filed with the Securities and
Exchange Commission on February 13, 1998 File No. 70-9095
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.3 TO
APPLICATION-DECLARATION
ON FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
CONECTIV, INC.
DELMARVA POWER & LIGHT COMPANY
SUPPORT CONECTIV, INC.1, 2
DELMARVA ENERGY COMPANY
800 King Street
Wilmington, DE 19899
<TABLE>
<CAPTION>
<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 6801 Black Horse Pike
DCI I, INC. Egg Harbor Township, NJ 08234
DCI II, INC.
DCTC-BURNEY, INC. ATLANTIC GENERATION, INC.
CHRISTIANA CAPITAL MANAGEMENT, INC. ATLANTIC SOUTHERN PROPERTIES, INC.
DELMARVA OPERATING SERVICES CO. ATE INVESTMENT, INC.
CONECTIV SOLUTIONS, LLC ATLANTIC THERMAL SYSTEMS, INC.
CONECTIV ENERGY, INC.1 COASTALCOMM, INC.
POWER CONSULTING GROUP, INC. ATLANTIC ENERGY TECHNOLOGY, INC.
CONECTIV PLUMBING LLC BINGHAMTON GENERAL, INC.
252 Chapman Road BINGHAMTON LIMITED, INC.
P.O. Box 6066 PEDRICK LTD., INC.
Newark, DE 19714 PEDRICK GEN., INC.
VINELAND LIMITED, INC.
VINELAND GENERAL, INC.
ATLANTIC JERSEY THERMAL SYSTEMS, INC.
ATS OPERATING SERVICES, INC.
THE EARTH EXCHANGE, INC.
ATLANTIC PAXTON COGENERATION, INC.
5100 Harding Highway
Mays Landing, NJ 08330
</TABLE>
(Names of companies filing this statement and addresses of
principal executive offices)
CONECTIV, INC.
(Name of top registered holding company parent)
<PAGE> 2
Page 2
Barbara S. Graham James E. Franklin II, Esq.
President General Counsel and Secretary
Conectiv, Inc. Conectiv, Inc.
800 King Street 800 King Street
Wilmington, Delaware 19899 Wilmington, Delaware 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:
<TABLE>
<CAPTION>
<S> <C> <C>
Peter F. Clark, Esq. James E. Franklin II, Esq. Joyce Koria Hayes, Esq.
Conectiv, Inc. Conectiv, Inc. 7 Graham Court
800 King Street 800 King Street Newark, DE 19711
Wilmington, DE 19899 Wilmington, DE 19899
</TABLE>
- --------------------------------------
(1) Companies to be formed prior to Merger
(2) Renamed Conectiv Resource Partners, Inc.
<PAGE> 3
Page 3
The Application-Declaration as previously filed and amended is hereby further
amended as follows:
ITEM 1.
The revisions made to Item 1 below refer to the text contained in Amendment No.
1 filed with the Commission on November 5, 1997:
On Page 3, the following sentence is added to Footnote 2:
"Support Conectiv is to be renamed Conectiv Resource Partners, Inc."
On Page 5, clause (i)(a) in the third paragraph under Item 1.C, "Overview of
Financing Request", is deleted and replaced in its entirety by the following:
"(i)(a) external issuances by Conectiv of common stock, long-term debt and other
securities for cash and the issuance of common stock by Conectiv in
consideration for the acquisition by Conectiv or a Non-utility Subsidiary of
securities of a company being acquired pursuant to Rule 58 or Section 34 of the
Act or pursuant to an order issued by the Commission under the Act"
On Page 6, the second sentence under Item 1.E.1, "Conectiv External Financing",
is deleted and replaced in its entirety by the following:
"With respect to common stock, Conectiv also requests authority to issue common
stock to third-parties in consideration for the acquisition by Conectiv or a
Non-Utility Subsidiary of securities of a company being acquired pursuant to
Rule 58 or Section 34 of the Act or pursuant to an order issued by the
Commission under the Act."
On Page 7, the following paragraph is added under Item 1.E.1.b, "Long-Term
Debt":
"Conectiv requests that the Commission reserve jurisdiction over the issuance of
long-term debt by Conectiv pending further review of such issuance by the
Commission."
On Page 9, the first sentence in the first paragraph under Item 1.E.1.a.iv,
"Acquisitions", is deleted and replaced in its entirety by the following:
"Under the terms of Rule 58 and Section 34 of the Act, Conectiv is authorized to
acquire securities of companies engaged in "energy-related businesses" as
described in Rule 58 and ETCs."
On Page 9, the second sentence in the second paragraph under Item 1.E.1.a.iv,
"Acquisitions", is deleted and replaced in its entirety by the following:
"Therefore, Conectiv requests authorization to issue common stock with an
aggregate market value of up to $100 million in consideration for the
acquisition by Conectiv or a Non-utility
<PAGE> 4
Page 4
Subsidiary of securities of a company being acquired pursuant to Rule 58 or
Section 34 of the Act or pursuant to an order issued by the Commission under the
Act."
The following is added to Item F.1.a, "Summary of Authorizations Sought -
Conectiv External Financing":
"....., subject, however, to a reservation of jurisdiction by the Commission
over the issuance of long-term debt by Conectiv as previously discussed herein"
On Page 11, the first sentence of the third paragraph under Item 1.E.1.c,
"Short-Term Debt", is deleted and replaced in its entirety by the following:
"Conectiv anticipates negotiating a revolving credit facility (the "Credit
Facility") with a group of banks to be effective for borrowing on the effective
date of the Merger."
On Page 14, the second paragraph under 1.E.2, "Utility Subsidiary Financing", is
deleted and replaced in its entirety by the following:
" Commission authorization is sought for the issuance by Delmarva of up to $275
million of short-term debt securities consisting of commercial paper, unsecured
bank loans and borrowings from the System Money Pool (as described below). A
copy of the order of the VSCC authorizing Delmarva to issue up to $275 million
of short-term debt (including commercial paper) is filed herewith as Exhibit
D-1. The order which will permit such short-term debt to be issued to Conectiv
and permit Delmarva to participate in the System Money Pool will be filed by
post-effective amendment as Exhibit D-2. Such issuances of securities will
comply in all instances with the parameters for financing described above. Any
short-term borrowings by Delmarva, when combined with short-term borrowings by
Conectiv for which authority is sought herein, will not exceed $500 million at
any time during the Authorization Period. The Commission is requested to reserve
jurisdiction over the issuance of short-term debt to Conectiv by Delmarva and
participation in the Money Pool by Delmarva pending receipt of the order of the
VSCC and completion of the record herein."
On Page 21, paragraph c under Item 1.F.1, "Conectiv External Financing", is
deleted and replaced in its entirety by the following:
"Authorization to issue common stock aggregating no more than $100 million
(included in the authorization sought in Item 1.F.1.a above) in market value at
the time of issue in consideration for the acquisition by Conectiv or a
Non-utility Subsidiary of securities of a company being acquired pursuant to
Rule 58 or Section 34 of the Act or pursuant to an order issued by the
Commission under the Act."
On Page 22, paragraph a under Item 1.F.2, "Utility Subsidiary Financing", is
amended by adding the following at the end:
"......, subject to the reservation of jurisdiction discussed above."
<PAGE> 5
Page 5
ITEM 6.
(a) Exhibits
A-1 Restated Certificate of Incorporation of Conectiv (previously filed)
A-2 Form of Conectiv Indenture including Form of Debenture and Form of
Medium - Term Note (previously filed)
A-3 Forms of Conectiv Common Stock Certificates (previously filed)
A-4 Form of Conectiv Commercial Paper Note (previously filed)
A-5 Form of Bid Note Agreement (previously filed)
A-6 Form of System Money Pool Evidence of Deposit (previously filed)
A-7 Form of System Money Pool Short-Term Grid Note (previously filed)
A-8 Draft Investment Guidelines (previously filed)
A-9 Form of Money Pool Agreement (previously filed)
B-1 Form of Standard Conectiv Underwriting Agreement (Common Stock)
(previously filed)
B-2 Form of Standard Conectiv Underwriting Agreement (Debt) (previously
filed)
B-3 Form of Standard Conectiv Master Distribution Agreement (Medium-Term
Notes) (previously filed)
B-4 Summary of Terms of Conectiv Incentive Compensation Plan (incorporated
by reference to the filing on Form S-4 (File No. 333-18843) dated
December 26, 1996)
B-5 Conectiv Dividend Reinvestment Plan (incorporated by reference to the
filing on Form S-3 (File No. 333-44219) dated January 13, 1998)
D-1 Order of the Virginia State Corporation Commission related to nonexempt
financing (filed herewith)
D-2 Order of the Virginia State Corporation Commission related to the
issuance of short-term debt to Conectiv by Delmarva and participation
in the System Money Pool by Delmarva (to be filed by post-effective
amendment)
F-1 Opinion of Counsel (filed herewith)
<PAGE> 6
Page 6
H-1 Proposed Notice (previously filed)
H-2 Financial Data Schedules (previously filed)
I-1 Summary of existing financing arrangements for Delmarva and
subsidiaries (previously filed)
I-2 Summary of existing financing arrangements for Atlantic and
subsidiaries (previously filed)
<PAGE> 7
Page 7
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Amendment No. 3 to Form
U-1 to be signed on their behalf by the undersigned thereunto duly authorized.
The signatures of the applicants and of the persons signing on their
behalf are restricted to the information contained in this application which is
pertinent to the application of the respective companies.
<TABLE>
<CAPTION>
<S> <C>
DATE: CONECTIV, INC.
February 13, 1998 /s/ B. S. Graham
-----------------
B. S. Graham
President
DELMARVA POWER & LIGHT COMPANY
DELMARVA ENERGY 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.
February 13, 1998 /s/ D. P. Connelly
------------------
D. P. Connelly
Secretary
CONECTIV SOLUTIONS, LLC
February 13, 1998 /s/ L.M. Walters
------------------
L.M. Walters
Treasurer
February 13, 1998 Conectiv Plumbing, LLC
/s/ D. P. Connelly
------------------
D.P. Connelly
Secretary
Conectiv Services, Inc. as Managing Member
</TABLE>
<PAGE> 8
Page 8
<TABLE>
<CAPTION>
<S> <C>
ATLANTIC CITY ELECTRIC COMPANY
February 13, 1998 /s/ L. M. Walters
-----------------
Vice President, Treasurer
& Assistant Secretary
ATLANTIC ENERGY ENTERPRISES, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
Senior Vice President and Treasurer
ATLANTIC ENERGY INTERNATIONAL, INC.
February 13, 1998 /s/ J. E. Franklin II
---------------------
Secretary
ATLANTIC GENERATION, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
Treasurer and Secretary
ATLANTIC SOUTHERN PROPERTIES, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
Vice President and Treasurer
ATE INVESTMENT, INC.
February 13, 1998 /s/ F.E. DiCola
---------------
Vice President and Treasurer
ATLANTIC THERMAL SYSTEMS, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
President and Chief Executive Officer
</TABLE>
<PAGE> 9
Page 9
<TABLE>
<CAPTION>
<S> <C>
COASTAL COMM, INC.
February 13, 1998 /s/ R. L. Aveyard
-----------------
President and Treasurer
ATLANTIC ENERGY TECHNOLOGY, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
Treasurer
BINGHAMTON GENERAL, INC.
BINGHAMTON LIMITED, INC.
PEDRICK LIMITED, INC.
PEDRICK GENERAL, INC.
VINELAND LIMITED, INC.
VINELAND GENERAL, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
Vice President
ATLANTIC JERSEY THERMAL SYSTEMS, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
President
ATS OPERATING SERVICES, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
President
THE EARTH EXCHANGE, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
President
ATLANTIC PAXTON COGENERATION, INC.
February 13, 1998 /s/ F. E. DiCola
----------------
President
</TABLE>
<PAGE> 10
Page 1
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
D-1 Order of the Virginia State Corporation Commission related to nonexempt financing
F-1 Opinion of Counsel
</TABLE>
<PAGE> 1
Page 1
Exhibit D-1
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, December 19, 1996
APPLICATION OF
DELMARVA POWER AND LIGHT COMPANY CASE NO. PUF960022
For authority to incur
short-term indebtedness
ORDER GRANTING AUTHORITY
On November 25, 1996, Delmarva Power and Light Company ("Applicant" or
the "Company") filed an application under Chapter 3 of Title 56 of the Code of
Virginia for authority to issue up to $275,000,000 of short-term debt through
December 31, 1999. The proposed amount of short-term debt is in excess of 12% of
capitalization as defined in Section 56-65.1. Applicant paid the requisite fee
of $250. Delmarva currently has authority to incur up to $150,000,000 of
short-term debt through December 31, 1996, under Commission Order dated December
17, 1993, in Case No. PUF930059.
Applicant intends to issue the proposed short-term debt through
commercial paper and unsecured loans. Applicant states that the funds will be
used to meet temporary working capital requirements and as interim or bridge
financing for long-term capital requirements and for other proper corporate
purposes.
THE COMMISSION, upon consideration of the application and having been
advised by Staff, is of the opinion and finds that approval of the application
will not be detrimental to the public interest. Accordingly,
<PAGE> 2
Page 2
IT IS ORDERED THAT:
1. The authority granted in Case No. PUF930059 is hereby terminated and
superseded by the authority granted herein.
2. Applicant is hereby authorized to issue short-term debt in excess of
12% capitalization in an aggregate amount outstanding not to exceed
$275,000,000 at any one time through the period ending December 31,
1999, under the terms and conditions and for the purposes set forth in
the application.
3. Applicant shall file a Report of Action on or before January 31, 1997,
January 31, 1998, January 31, 1999, and January 31, 2000, for each
preceding year regarding short-term debt financing to include the
amount, issuance and maturity dates, and interest rate of each issue
along with information concerning the average monthly balance, the
maximum aggregate amount outstanding each month, use of the proceeds,
and any expenses, commissions or fees paid in connection with
short-term debt.
4. This matter shall be continued, subject to the continuing review,
audit, and appropriate directive of the Commission.
AN ATTESTED COPY hereof shall be sent to Applicant, to the attention of
Christie Day Leiser, Senior Counsel, P.O. Box 231, Wilmington, Delaware 19899;
and to the Division of Economics and Finance of the Commission.
<PAGE> 1
Page 1
Exhibit F-1
Joyce Koria Hayes, Esquire
7 Graham Court
Newark, DE 19711
302-266-9211
302-266-9212 (fax)
[email protected] (e-mail)
February 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conectiv, Inc.
SEC File Number 70-9095
Dear Sirs:
I have acted as counsel for Conectiv, Inc., a Delaware corporation
("Conectiv"), in connection with the Form U-1 Application/Declaration (File No.
70-9095), as amended (the "Financing Declaration"), filed with the Securities
and Exchange Commission (the "Commission") jointly by Conectiv, by two operating
utility companies, Delmarva Power and Light Company ("Delmarva") and Atlantic
City Electric Company ("Atlantic") (the "Utility Subsidiaries"), which will be
wholly-owned subsidiaries of Conectiv following a proposed merger (the "Merger")
and by each of the companies which will become direct and indirect non-utility
subsidiary companies (the "Non-Utility Subsidiaries" and together with the
Utility Subsidiaries, the "Subsidiaries") upon consummation of the merger. I am
also familiar with the Application/Declaration on Form U-1 filed by Conectiv
with respect to the Merger in File No. 70-9069 (the "Merger U-1"). As a result
of the merger, Atlantic Energy, Inc. ("AEI"), parent company of Atlantic, will
be merged into Conectiv, with Conectiv as the surviving corporation.
The authorization requested in the Financing Declaration relates to (i)
external issues of common stock, long- and short term debt and other securities
by Conectiv; (ii) external issuances of capital stock and debt securities not
subject to the Rule 52 exemption, including short term debt, by the Utility
Subsidiaries, (iii) external issuances of capital stock and debt securities not
subject to the Rule 52 exemption by Non-Utility Subsidiaries, (iv) intrasystem
financing among Conectiv and its Subsidiaries, including the issuance of
intrasystem guarantees and the use of an intrasystem money pool, (v) the ability
of the Subsidiaries to alter their capital stock in order to engage in financing
with their parent company and the issuance by subsidiaries of dividends out of
capital or earned surplus; and (vi) the retention of existing financing entities
and the formation of new financing entities and the issuance by such entities of
securities otherwise authorized to be issued and sold pursuant to this
Application or pursuant to applicable exemptions under the Act, including
intrasystem guarantees of such securities (except with respect to the issuance
of
<PAGE> 2
Page 2
securities, which do not qualify for exemption under Rule 52, and the issuance
of long-term debt by Conectiv, the issuance of short-term debt to Conectiv by
Delmarva and participation in the System Money Pool by Delmarva, over each of
which jurisdiction is reserved, such transactions are hereinafter referred to as
the "Proposed Transactions").
In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of such records of
Conectiv and its Subsidiaries and such other documents, certificates and
corporate or other records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein. In my examination, I 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 to me as certified or photostatic
copies and the authenticity of the originals of such copies.
The opinions expressed below in respect of the Proposed Transactions
are subject to the following assumptions and conditions:
(a) The transactions contemplated by the Merger U-1 shall have been
authorized by the Commission and shall have been consummated as
described therein (including, without limitation, the due
formation of all parties to the transactions described in the
Merger U-1).
(b) The Proposed Transactions shall have been duly authorized and
approved to the extent required by the governing documents and
applicable state laws, by the Board of Directors of Conectiv or
the appropriate Subsidiary; and any consideration to be received
in exchange for issuance of a security as provided in such
resolutions shall have been received and the security properly
executed and issued as provided in said resolutions.
(c) The Commission shall have duly entered an appropriate order or
orders with respect to the Proposed Transactions as described in
the Declaration granting and permitting the Financing Declaration
to become effective under the Act and the rules and regulations
thereunder and the Proposed Transactions are consummated in
accordance with the Financing Declaration.
(d) Registration statements with respect to any shares of Conectiv
common stock to be issued in connection with the Proposed
Transactions shall have become effective pursuant to the
Securities Act of 1933, as amended; no stop order shall have
been entered with respect thereto; and the issuance of shares
of Conectiv common stock in connection with the Transactions
shall have been consummated in compliance with the Securities
Act of 1933, as amended, and the rules and regulations
thereunder.
(e) The parties shall have obtained all consents, waivers and
releases, if any required for the Proposed Transactions under all
applicable governing corporate documents, contracts, agreements,
debt instruments, indentures, franchises, licenses and permits.
<PAGE> 3
Page 3
(f) No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change the
opinions expressed above.
Based on the foregoing, and relying on the opinion of James E. Franklin
II, Esquire General Counsel of AEI as to the matters referenced below insofar as
they relate to AEI and its subsidiaries and matters of New Jersey law and
relying on the opinion of Peter F. Clark, Assistant General Counsel of Delmarva
as to the matters referenced below insofar as they relate to Delmarva and its
subsidiaries and matters of Virginia law, and subject to the assumptions and
conditions set forth herein, I am of the opinion that, in the event the Proposed
Transactions are consummated in accordance with the Financing Declaration:
1. All state laws applicable to the Proposed Transactions will have
been complied with; however, I express no opinion as to need to
comply with state blue sky laws;
2. Conectiv and each of the Subsidiaries are, or, as of the
effective date of the Merger, will be validly organized and duly
existing under the laws of their respective states of
incorporation;
3. The equity securities to be issued by Conectiv in the Proposed
Transactions will be validly issued, fully paid and
nonassessable; and the holders thereof will be entitled to the
rights and privileges appertaining thereto set forth in the
applicable certificates of incorporation, which define such
rights and privileges;
4. The various debt instruments and guarantees to be issued by
Conectiv and certain of the Subsidiaries, as part of the Proposed
Transactions indicated above will be valid and binding
obligations of Conectiv, or such Subsidiaries, in accordance with
the terms of such instruments and guarantees; and
5. The consummation of the Proposed Transactions will not violate
the legal rights of the holders of any securities issued by
Conectiv, the Subsidiaries or any associate company thereof.
I hereby consent to the use of this opinion in connection with the
Financing Declaration.
Very truly yours,
Joyce Koria Hayes
