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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Conectiv, Inc.
(exact name of registrant as specified in its charter)
Delaware 51-0377417
(State of Incorporation) (IRS Employer No.)
800 King Street, Wilmington, Delaware 19899
(Address of Principal Executive offices including Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b)of the Exchange Act and is effective pursuant to General
Instruction A(c), please check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act
Name of each exchange on
Title of each class to be so registered which each class is to be registered
Conectiv Common Stock New York Stock Exchange
Conectiv Class A Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act
None
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UNDER AN AGREEMENT AND PLAN OF MERGER, DELMARVA POWER & LIGHT COMPANY, A
DELAWARE AND VIRGINIA CORPORATION WHICH IS A UTILITY COMPANY ("DELMARVA"), AND
ATLANTIC ENERGY, INC., A NEW JERSEY CORPORATION WHICH IS A UTILITY HOLDING
COMPANY ("AE"), ARE ENGAGING IN SIMULTANEOUS MERGER TRANSACTIONS (THE
"MERGERS"). THE MERGERS WILL RESULT IN CONECTIV, INC. BEING: (I) THE SURVIVING
CORPORATION OF A MERGER WITH ATLANTIC ENERGY, INC., AND (II) THE HOLDING COMPANY
FOR ATLANTIC CITY ELECTRIC COMPANY (A PUBLIC UTILITY COMPANY WHICH FORMERLY WAS
A WHOLLY-OWNED SUBSIDIARY OF AE) AND FOR DELMARVA. DISCLOSURES REGARDING
CONECTIV, INC. IN THIS REGISTRATION STATEMENT ARE CONDITIONED UPON THE
CONSUMMATION OF THE PROPOSED MERGERS. AFTER CONSUMMATION OF THE MERGERS, THE
NAME OF CONECTIV, INC. WILL BE CHANGED TO CONECTIV.
ITEM 1. Description of Registrant's Securities to be registered
The descriptions of the Common Stock and the Class A Common Stock
of Conectiv, Inc. (the "Company") is incorporated by reference to the Company's
Registration Statement on Form S-3 (File No. 333-44219) (the "S-3 Registration)
and the description of the Company's Common Stock and Class A Common Stock
contained in pages 75-97 of the Joint Proxy Statement of Delmarva Power & Light
Company and Atlantic Energy, Inc. / Prospectus of Conectiv, Inc. dated December
26, 1996 (the "Joint Proxy") and annexes IV and V thereto. The Joint Proxy is
filed as Exhibit 99(a) to this Registration Statement. After consummation of
the Mergers, the change in the name of the Company to Conectiv shall be deemed
effective for purposes of this Registration Statement and the securities
registered herein shall be deemed securities of Conectiv.
ITEM 2. Exhibits
See attached Exhibit Index
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Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
it behalf by the undersigned, thereto duly authorized.
Conectiv, Inc.
By: /s/ L. M. Walters
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Treasurer
Date: February 20, 1998
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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4(a) -- Form of Restated Certificate of Incorporation of Conectiv, Inc.
(Incorporated by reference to the filing on Form S-4 (File No.
333-18843) dated December 26, 1996).
4(b) -- Form of By-Laws to Conectiv, Inc. (Incorporated by reference
to the filing on Form S-4 (File No. 333-18843) dated December 26,
1996).
99(a) -- Joint Proxy Statement of Delmarva Power & Light Company and
Atlantic Energy, Inc./Prospectus of Conectiv, Inc. (Incorporated
by reference to the filing on Form S-4 (File No. 333-18843) dated
December 26, 1996).
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