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As Filed with the Securities and
Exchange Commission on December 10, 1998 File No. 70-9069
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 4 TO
APPLICATION-DECLARATION
ON FORM U-1
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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CONECTIV
CONECTIV ENERGY SUPPLY, INC.
800 King Street
Wilmington, DE 19899
DELMARVA CAPITAL INVESTMENTS, INC. ATLANTIC ENERGY ENTERPRISES, INC.
CONECTIV SERVICES, INC. ATLANTIC ENERGY INTERNATIONAL, INC.
CONECTIV COMMUNICATIONS, INC. ATLANTIC GENERATION, INC.
DELMARVA SERVICES COMPANY ATLANTIC SOUTHERN PROPERTIES, INC.
CHRISTIANA CAPITAL MANAGEMENT, INC. ATE INVESTMENT, INC.
CONECTIV SOLUTIONS, LLC COASTALCOMM, INC.
POWER CONSULTING GROUP, INC. ATLANTIC ENERGY TECHNOLOGY, INC.
ALTEMP ENERGY SYSTEMS, INC. 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.
PETRON OIL CORPORATION VINELAND GENERAL, INC.
180 Gordon Drive ATS OPERATING SERVICES, INC.
Exton, PA 19341-1328 THE EARTH EXCHANGE, INC.
THERMAL ENERGY LPI
5100 Harding Highway
Mays Landing, NJ 08330
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(Names of companies filing this statement and
addresses of principal executive offices)
CONECTIV
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(Name of top registered holding company parent)
Louis M. Walters
Treasurer
Conectiv
800 King Street
Wilmington, DE 19899
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(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
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Post-Effective Amendment No. 3 as previously filed is hereby amended as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS:
(a) Furnish a reasonably detailed and precise description of the proposed
transaction, including a statement of the reasons why it is desired to
consummate the transaction and the anticipated effect thereof. If the
transaction is part of a general program, describe the program and its
relation to the proposed transaction.
Insert the following section at the end of Item 1(a):
Compliance with Rule 54
Rule 54 promulgated under the Act states that in determining whether to
approve the issue or sale of a security by a registered holding company for
purposes other than the acquisition of an EWG or a FUCO, or other transactions
by such registered holding company or its subsidiaries other than with respect
to EWGs or FUCOs, the Commission shall not consider the effect of the
capitalization or earnings of any subsidiary which is an EWG or a FUCO upon the
registered holding company system if Rules 53(a)(b)(c) are satisfied. As
demonstrated below, such rules are satisfied.
Rule 53 requires that the aggregate investment in EWGs and FUCOs not exceed
50% of a system's consolidated retained earnings. Conectiv and its subsidiaries
will not make any investments in EWGs and FUCOs that cause it to exceed that
limitation, unless the Commission otherwise authorizes. Currently Conectiv has
one insignificant indirect interest in an EWG. DCTC-Burney, Inc., an indirect
subsidiary of Conectiv, holds a 45% direct and indirect interest in Burney
Forest Products, a Joint Venture, which is an EWG. As of December 31, 1997, the
book value of the investment was $0.
Conectiv and its subsidiaries will maintain books and records to identify
the investments in and earnings from EWGs and FUCOs in which they directly or
indirectly hold an interest, thereby satisfying Rule 53(a)(2). In addition, the
books and records of each such entity will be kept in conformity with United
States generally accepted accounting principles ("GAAP"), the financial
statements will be prepared according to GAAP, and Conectiv undertakes to
provide the Commission access to such books and records and financial
statements as it may request.
Employees of Conectiv's domestic public-utility companies will not render
services directly or indirectly to any EWGs or FUCOs in the Conectiv System,
thereby satisfying Rule 53(a)(3).
Conectiv, in connection with any Form U-1 seeking approval of EWG or FUCO
financing, will submit copies of such Form U-1 and every certificate filed
pursuant to Rule 24 with every federal, state or local regulator having
jurisdiction over the retail rates of the public utility companies in the
Conectiv System. Rule 53(a)(4) will be correspondingly satisfied.
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None of the conditions described in Rule 53(b) exists with respect to
Conectiv, thereby satisfying Rule 53(b) and making rule (53(c) inapplicable.
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 Conectiv in connection with the preparation of this
post-effective amendment are as follows:
<TABLE>
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Fees for Outside Counsel $3,000
Miscellaneous Expenses 1,000
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Total $4,000
</TABLE>
ITEM 6. EXHIBIT
The following exhibit is made a part of this statement.
(a) Exhibit
F-2 Opinion of counsel.
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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 Post-Effective Amendment
No. 4 to Form U-1 to be signed on their behalf by the undersigned thereunto duly
authorized.
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DATE: CONECTIV
CONECTIV ENERGY SUPPLY COMPANY
DELMARVA CAPITAL INVESTMENTS, INC.
CONECTIV SERVICES, INC.
CHRISTIANA CAPITAL MANAGEMENT, INC.
POWER CONSULTING GROUP, INC.
CONECTIV SOLUTIONS, LLC
ALTEMP ENERGY SYSTEMS, INC.
DELMARVA SERVICES COMPANY
CONECTIV COMMUNICATIONS, INC.
ATLANTIC ENERGY ENTERPRISES, INC.
ATLANTIC ENERGY INTERNATIONAL, INC.
ATLANTIC GENERATION, INC.
ATLANTIC SOUTHERN PROPERTIES, INC.
ATE INVESTMENT, 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.
ATS OPERATING SERVICES, INC.
THE EARTH EXCHANGE, INC.
PETRON OIL CORPORATION
December 10, 1998 /s/ L. M. Walters
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L. M. Walters
Treasurer
THERMAL ENERGY LPI BY ITS
GENERAL PARTNER, ATLANTIC JERSEY
THERMAL SYSTEMS, INC.
December 10, 1998 /s/ L. M. Walters
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L. M. Walters
Treasurer
</TABLE>
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EXHIBIT INDEX
F-2 Opinion of Counsel
5
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Exhibit F-2
December 10, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conectiv
SEC File Number 70-9069
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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
No. 3 to Application/Declaration on Form U-1 (File No. 70-9069)(hereinafter the
"Amendment to Declaration"), filed with the Securities and Exchange Commission
(the "Commission") jointly by Conectiv and certain nonutility subsidiaries of
Conectiv (each a "Subsidiary" and, collectively, the "Subsidiaries").
The Declaration seeks authorization under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), for certain transactions designed
to simplify the corporate structure of and consolidate the nonutility
subsidiaries of Conectiv, as more fully set forth in the Amendment to
Declaration (the "Proposed Transactions").
I am a member of the bar of the State of Delaware, the state in certain
of the Subsidiaries are incorporated or qualified to do business. I am also a
member of the bar of the Commonwealth of Virginia, a state in which certain of
the Subsidiaries are qualified to business. I am not a member of the bars of the
State of Maryland, a state in which certain of the Subsidiaries are qualified to
do business, or the Commonwealth of Pennsylvania or State of New Jersey, states
in which certain of the Subsidiaries are either incorporated or qualified to do
business, and do not hold myself out as an expert in the laws of such states,
although I have consulted with counsel to Conectiv who are expert in such laws.
For purposes of this opinion, I have relied on advice from counsel employed or
retained by Conectiv who are members of the bars of the States of Maryland and
New Jersey and the Commonwealth of Pennsylvania.
In connection with this opinion, I, or attorneys in whom I have
confidence, have examined originals or copies, certified or otherwise identified
to my satisfaction, of such records 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
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Securities and Exchange Commission
December 10, 1998
Page Two
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. As to
various questions of fact material to such opinions, I have, when relevant facts
were not independently established, relied upon statements contained in the
Amendment to Declaration.
The opinions expressed below with respect to the Proposed Transactions
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 Transactions, as described
in the Amendment to Declaration, granting approval of and
permitting the Amendment to Declaration to become effective
under the Act and the rules and regulations thereunder, and the
Proposed Transactions are consummated in accordance with the
Amendment to Declaration.
(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 Transactions are consummated in accordance with
the Declaration:
1. All state laws to the Proposed Transactions will have been complied
with by Conectiv or the applicable Subsidiary;
2. Conectiv and each Subsidiary is validly organized and duly existing.
With respect to each of those Subsidiaries whose common stock (or other form of
ownership) will be acquired or canceled in connection with the Proposed
Transactions, each such Subsidiary's shares of common stock (or other form of
ownership) have been validly issued and are fully paid and nonassessable, and
the holder thereof is entitled to the rights and privileges appertaining thereto
set forth in the instrument of incorporation (or other document setting forth
such rights) of such Subsidiary. With respect to the 9.65% First Mortgage Notes
issued by Delmarva Services Company ("DSC"), these debt securities will be valid
and binding obligations of Conectiv Properties and Investments, Inc. (the new
name of Delmarva Capital Investments, Inc.) ("CPI") following the consummation
of the merger of DSC with and into CPI;
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Securities and Exchange Commission
December 10, 1998
Page Three
3. Conectiv and each Subsidiary acquiring the common stock (or other
form of ownership) of another Subsidiary will legally acquire such common stock
(or other form of ownership); and
4. The consummation of such Proposed Transactions by Conectiv or the
applicable Subsidiary will not violate the legal rights of the holders of any
securities issued by Conectiv or any associate company thereof.
I hereby consent to the use of this opinion in connection with the
Amendment to Declaration.
Very truly yours,
/s/ Peter F. Clark
Peter F. Clark
