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File Number 70-9331
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 2 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
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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The Application-Declaration, as previously filed and amended, is hereby further
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.
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
Application-Declaration are as follows:
Fees for Outside Counsel $195,000
Fees of Conectiv Resource Partners 3,000
Dealer Manager Fees 150,000 (maximum)
Depositary Fees 15,000
Broker/Dealer Fees 234,000 (maximum)
Information Agent Fees 20,000
Miscellaneous Expenses 15,000
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Total $632,000
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibit
B-3 Second Request to Registered Stockholders
The foregoing completes the file in this matter and the Commission is requested
to issue its order as soon as possible.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Amendment No. 2 to be
signed on their behalf by the undersigned thereunto duly authorized.
CONECTIV
ATLANTIC CITY ELECTRIC COMPANY
By: /s/ LOUIS M. WALTERS
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Louis M. Walters
Treasurer
Dated: October 6, 1998
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EXHIBIT INDEX
B-3 Second Request to Registered Stockholders
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Exhibit B-3
Exhibit 99(a)(13)
ATLANTIC CITY ELECTRIC COMPANY
October 2, 1998
AN URGENT REQUEST
Dear Shareholder:
You should have previously received tender offer materials in
connection with the tender offer made by Conectiv for your shares in Atlantic
City Electric Company ("ACE"). This offer is scheduled to expire on October 14,
1998.
Even if you do not intend to tender your shares in the offer, please
vote your proxy today! According to our latest records, neither your tender nor
your proxy vote for the October 14, 1998 meeting has been received. Regardless
of the number of shares you may own, it is important that they be represented in
order to approve the proposed amendment to ACE's charter.
REMEMBER, IF YOU DO NOT TENDER YOUR SHARES, YOU ARE ELIGIBLE TO RECEIVE
A SPECIAL CASH PAYMENT OF $1.00 PER SHARE IF YOU VOTE IN FAVOR OF THE PROPOSED
CHARTER AMENDMENT AND IT PASSES. BUT TIME IS SHORT! YOUR TENDER OR VOTE MUST BE
RECEIVED BY THE DEPOSITARY, THE BANK OF NEW YORK, ON OR PRIOR TO OCTOBER 14,
1998.
Enclosed for your convenience is an additional Letter of Transmittal
and Proxy for each series of preferred stock of ACE subject to the offer, of
which you own shares, and a return envelope addressed to The Bank of New York.
If you have any questions or require additional materials, please call our
Information Agent, D. F. King & Co., Inc. toll-free at (800) 431-9629. Thank you
in advance for your support.
PLEASE RESPOND TODAY
YOUR PARTICIPATION IS IMPORTANT!
