<PAGE> 1
As Filed with the Securities and
Exchange Commission on April 20, 1998
File Number 70-9155
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
- -------------------------------------------------------------------------------
AMENDMENT NO. 3 TO
FORM U-1 APPLICATION/DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
- -------------------------------------------------------------------------------
CONECTIV
800 King Street
Wilmington DE 19899
(Name of company filing this statement and
address of principal executive office)
- -------------------------------------------------------------------------------
Conectiv
(Name of top registered holding company parent)
- -------------------------------------------------------------------------------
Louis M. Walters
Treasurer
Conectiv
800 King Street
Wilmington, DE 19899
(Name and address 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>
<S> <C>
Peter F. Clark, Esq. Joyce Koria Hayes, Esq.
Conectiv 7 Graham Court
800 King Street Newark, DE 19711
Wilmington, DE 19899
</TABLE>
<PAGE> 2
The Application-Declaration as previously filed and amended is hereby further
amended as follows:
Item 1.
Delete the last paragraph in Item 1 and replace it with the following:
"The filing of this Amendment No. 3 completes the file in this matter.
Conectiv requests that the Commission issue its Order as expeditiously as
possible."
Item 6. Exhibits
The following exhibits are made a part of this statement:
<TABLE>
<CAPTION>
(a) Exhibits
<S> <C>
A-3.3 Form of Company Common Rights Certificate.
A-3.4 Form of Class A Common Rights Certificate.
A-3.5 Form of Summary of Rights to Purchase Series 1 Preferred.
A-3.6 Form of Summary of Rights to Purchase Series 2 Preferred.
</TABLE>
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this statement to be signed on
its behalf by the undersigned thereunto duly authorized.
CONECTIV
By: /s/ Louis M. Walters
------------------------------
Title: Treasurer
Date: April 20, 1998
<PAGE> 4
EXHIBIT INDEX
A-3.3 Form of Company Common Rights Certificate.
A-3.4 Form of Class A Common Rights Certificate.
A-3.5 Form of Summary of Rights to Purchase Series 1 Preferred.
A-3.6 Form of Summary of Rights to Purchase Series 2 Preferred.
<PAGE> 1
EXHIBIT A-3.3
Certificate No. _____ ____ Rights
NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT
REFERRED TO BELOW). THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER
OF SUCH RIGHTS MAY BECOME NULL AND VOID.
COMPANY COMMON RIGHTS CERTIFICATE
CONECTIV
This certifies that ______________, or registered assigns, is the
registered holder of the number of Company Common Rights set forth above, each
of which entitles the registered holder thereof, subject to the terms and
conditions of the Rights Agreement dated as of [ ], 1998 (the
"Rights Agreement"); (terms defined therein are used herein with the same
meaning unless otherwise defined herein) between Conectiv, a Delaware
corporation (the "Company"), and Conectiv Resource Partners, Inc., as Rights
Agent (which terms shall include any successor Rights Agent under the Rights
Agreement), to purchase from the Company at any time after the Distribution
Date and prior to the Expiration Date at the office of the Rights Agent, one
one-hundredth of a fully paid and non-assessable share of Series 1 Junior
Preferred Stock, par value $.01 per share (the "Series 1 Preferred Stock"), of
the Company at the Purchase Price initially of $[ ] per one one-hundredth
share (each such one one-hundredth of a share being a "Unit") of Preferred
Stock, upon presentation and surrender of this Rights Certificate with the
Election to Purchase and related certificate duly executed. The number of
Company Common Rights evidenced by this Rights Certificate (and the number of
Units which may be purchased upon exercise thereof) set forth above, the
Purchase Price per Unit set forth above shall be subject to adjustment in
certain events as provided in the Rights Agreement.
Upon the occurrence of a Section 11(a)(ii) Event or Section 13 Event,
if the Company Common Rights evidenced by this Company Common Rights
Certificate are beneficially owned by an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person or, under certain circumstances
described in the Rights Agreement, a transferee of any such Acquiring Person,
Associate or Affiliate, such Company Common
<PAGE> 2
Rights shall become null and void and no holder hereof shall have any right
with respect to such Rights from and after the occurrence of such Section
11(a)(ii) Event or Section 13 Event.
In certain circumstances described in the Rights Agreement, the Rights
evidenced hereby may entitle the registered holder thereof to purchase capital
stock of an entity other than the Company or receive common stock, cash or
other assets of an entity other than the Company, all as provided in the Rights
Agreement.
The Rights Certificate is subject to all of the terms and conditions
of the Rights Agreement applicable to a Company Common Right, which terms and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Rights
Certificates. Copies of the Rights Agreement are on file at the principal
office of the Company and are available from the Company upon written request.
This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing an aggregate number of Rights equal to the aggregate
number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Company
Common Rights not exercised.
Subject to the provisions of the Rights Agreement, the Company Common
Rights evidenced by this Certificate may be redeemed by the Company under
certain circumstances at its option at a redemption price of $.01 per Company
Common Right, payable at the Company's option in cash or other securities or
property of the Company, subject to adjustment for certain events as provided
in the Rights Agreement.
No fractional shares of Series 1 Preferred Stock will be issued upon
the exercise of any Company Common Right or Company Common Rights evidenced
hereby (other than fractions which are integral multiples of one one-hundredth
of a share of Series 1 Preferred Stock), but in lieu thereof a cash payment
will be made, as provided in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Series 1
Preferred Stock or of any other securities that may at any time be issuable on
the exercise hereof, nor shall anything contained in the Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any
2
<PAGE> 3
meeting thereof, or to give or withhold consent to any corporate action, or to
receive dividends or subscription rights, or otherwise, until the Company
Common Rights evidenced by this Rights Certificate shall have been exercised as
provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the signature of the proper officers of the Company and its
corporate seal. Dated as of _________, ____.
<TABLE>
<CAPTION>
ATTEST: CONECTIV
<S> <C>
By By
---------------------- -------------------------
Name: Name:
Title: Title:
Countersigned:
CONECTIV RESOURCE PARTNERS, INC.,
as Rights Agent
By
-----------------------
Name:
Title:
</TABLE>
3
<PAGE> 4
[Reverse Side of Company Common Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered
holder if such holder desires
to transfer the Rights Certificate.)
FOR VALUE RECEIVED______________________________________
hereby sells, assigns and transfers unto______________________
______________________________________________________________
(Please print name and address of transferee)
- --------------------------------------------------------------
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ________________ Attorney,
to transfer the within Rights Certificate on the books of the within-named
Company, with full power of substitution.
Dated:______________, 199__
--------------------
Signature
Signature Guaranteed:
<PAGE> 5
CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Company Common Rights
evidenced by this Rights Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
<TABLE>
<S> <C>
Dated: , 199 ----------------------------------------
--------------- --- Signature
Signature Guaranteed:
</TABLE>
---------------------------------------
NOTICE
------
The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
Signatures must be guaranteed by an approved eligible financial
institution acceptable to the Rights Agent in its sole discretion or by a
participant in the Securities Transfer Agents Medallion Program, the Stock
Exchange Medallion Program or the New York Stock Exchange Medallion Program.
In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix
a legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.
<PAGE> 6
FORM OF ELECTION TO PURCHASE
(TO BE EXECUTED IF THE REGISTERED
HOLDER DESIRES TO EXERCISE COMPANY COMMON
RIGHTS REPRESENTED BY THE RIGHTS CERTIFICATE)
To: CONECTIV
The undersigned hereby irrevocably elects to exercise _______________
Company Common Rights represented by this Rights Certificate to purchase the
Units of Series 1 Preferred Stock issuable upon the exercise of the Common
Rights (or such other securities of the Company or of any other person or other
property which may be issuable upon the exercise of the Company Common Rights)
and requests that certificates for such Units of Series 1 Preferred Stock be
issued and in the name of and delivered to:
- ----------------------------------------------------
(Please print name and address
- ----------------------------------------------------
Please insert social security
or other identifying number:________________________
If such number of Company Common Rights shall not be all the Company
Common Rights evidenced by this Rights Certificate, a new Rights Certificate
for the balance of such Company Common Rights shall be registered in the name
of and delivered to:
- -----------------------------------------------------
(Please print name and address)
- -----------------------------------------------------
Please insert social security
or other identifying number:________________________
Dated:_____________, 199__
--------------------------
Signature
Signature Guaranteed:
<PAGE> 7
CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) the Rights evidenced by this Rights Certificate [ ] are [
] are not beneficially owned by an Acquiring Person or an Affiliate or an
Associate thereof (as defined in the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the
undersigned, the undersigned [ ] did [ ] did not acquire the Company Common
Rights evidenced by this Rights Certificate from any person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate thereof.
<TABLE>
<S> <C>
Dated: , 199 ---------------------------------------
------------ ---- Signature
Signature Guaranteed:
</TABLE>
-----------------------------------------
NOTICE
------
The signature in the foregoing Election to Purchase and Certificate
must conform to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
Signatures must be guaranteed by an approved eligible financial
institution acceptable to the Rights Agent in its sole discretion or by a
participant in the Securities Transfer Agents Medallion Program, the Stock
Exchange Medallion Program or the New York Stock Exchange Medallion Program.
In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix
a legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.
<PAGE> 1
EXHIBIT A-3.4
Certificate No. _____ ____ Rights
NOT EXERCISABLE AFTER THE EXPIRATION DATE (AS DEFINED IN THE RIGHTS AGREEMENT
REFERRED TO BELOW). THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN
CIRCUMSTANCES (SPECIFIED IN RIGHTS AGREEMENT), RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS (AS DEFINED IN THE RIGHTS AGREEMENT) OR ANY SUBSEQUENT HOLDER
OF SUCH RIGHTS MAY BECOME NULL AND VOID.
CLASS A COMMON RIGHTS CERTIFICATE
CONECTIV
This certifies that ______________, or registered assigns, is the
registered holder of the number of Class A Common Rights set forth above, each
of which entitles the registered holder thereof, subject to the terms and
conditions of the Rights Agreement dated as of [ ], 1998 (the
"Rights Agreement"); (terms defined therein are used herein with the same
meaning unless otherwise defined herein) between Conectiv, a Delaware
corporation (the "Company"), and Conectiv Resource Partners, Inc., as Rights
Agent (which terms shall include any successor Rights Agent under the Rights
Agreement), to purchase from the Company at any time after the Distribution
Date and prior to the Expiration Date at the office of the Rights Agent, one
one hundredth of a fully paid and non-assessable share of Series 2 Junior
Preferred Stock, par value $.01 per share (the "Series 2 Preferred Stock"), of
the Company at the Purchase Price, initially of $[ ] per one one-hundredth
share (each such one one-hundredth of a share being a "Unit") of Series 2
Preferred Stock, upon presentation and surrender of this Rights Certificate
with the Election to Purchase and related certificate duly executed. The
number of Class A Common Rights evidenced by this Rights Certificate (and the
number of Units which may be purchased upon exercise thereof) set forth above,
the Purchase Price per Unit set forth above shall be subject to adjustment in
certain events as provided in the Rights Agreement.
Upon the occurrence of a Section 11(a)(ii) Event or Section 13 Event,
if the Class A Common Rights evidenced by this Class A Common Rights
Certificate are beneficially owned by an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person or, under certain circumstances
described in the Rights Agreement, a transferee of any such Acquiring Person,
Associate or Affiliate, such Class A Common Rights shall become null and void
and no holder hereof shall have any right with respect to
<PAGE> 2
such Rights from and after the occurrence of such Section 11(a)(ii) Event or
Section 13 Event.
In certain circumstances described in the Rights Agreement, the Rights
evidenced hereby may entitle the registered holder thereof to purchase capital
stock of an entity other than the Company or receive common stock, cash or
other assets of an entity other than the Company, all as provided in the Rights
Agreement.
The Rights Certificate is subject to all of the terms and conditions
of the Rights Agreement applicable to a Class A Common Right, which terms and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description
of the rights, limitations of rights, obligations, duties and immunities
hereunder of the Rights Agent, the Company and the holders of the Rights
Certificates. Copies of the Rights Agreement are on file at the principal
office of the Company and are available from the Company upon written request.
This Rights Certificate, with or without other Rights Certificates,
upon surrender at the office of the Rights Agent designated for such purpose,
may be exchanged for another Rights Certificate or Rights Certificates of like
tenor and date evidencing an aggregate number of Rights equal to the aggregate
number of Rights evidenced by the Rights Certificate or Rights Certificates
surrendered. If this Rights Certificate shall be exercised in part, the
registered holder shall be entitled to receive, upon surrender hereof, another
Rights Certificate or Rights Certificates for the number of whole Class A
Common Rights not exercised.
Subject to the provisions of the Rights Agreement, the Class A Common
Rights evidenced by this Certificate may be redeemed by the Company under
certain circumstances at its option at a redemption price of $.01 per Class A
Common Right, payable at the Company's option in cash or other securities or
property of the Company, subject to adjustment in certain events as provided in
the Rights Agreement.
No fractional shares of Series 2 Preferred Stock will be issued upon
the exercise of any Class A Common Right or Class A Common Rights evidenced
hereby (other than fractions which are integral multiples of one one hundredth
of a share of Series 2 Preferred Stock), but in lieu thereof a cash payment
will be made, as provided in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be entitled to
vote or receive dividends or be deemed for any purpose the holder of Series 2
Preferred Stock or of any other securities that may at any time be issuable on
the exercise hereof, nor shall anything contained in the Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive
2
<PAGE> 3
dividends or subscription rights, or otherwise, until the Class A Common Rights
evidenced by this Rights Certificate shall have been exercised as provided in
the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the signature of the proper officers of the Company and its
corporate seal. Dated as of _________, ____.
<TABLE>
<CAPTION>
ATTEST: CONECTIV
<S> <C>
By By
---------------------- -------------------------
Name: Name:
Title: Title:
Countersigned:
CONECTIV RESOURCE PARTNERS, INC.,
as Rights Agent
By
-----------------------
Name:
Title:
</TABLE>
3
<PAGE> 4
[Reverse Side of Class A Common Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered
holder if such holder desires
to transfer the Rights Certificate.)
FOR VALUE RECEIVED______________________________________
hereby sells, assigns and transfers unto______________________
______________________________________________________________
(Please print name and address of transferee)
- --------------------------------------------------------------
this Rights Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ________________ Attorney,
to transfer the within Rights Certificate on the books of the within-named
Company, with full power of substitution.
Dated:______________, 199__
-------------------------
Signature
Signature Guaranteed:
<PAGE> 5
CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Acquiring Person (as such terms
are defined pursuant to the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Class A Common Rights
evidenced by this Rights Certificate from any Person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate of an
Acquiring Person.
<TABLE>
<S> <C>
Dated: , 199 ---------------------------------------
------------ ---- Signature
Signature Guaranteed:
</TABLE>
-----------------------------------------
NOTICE
------
The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
Signatures must be guaranteed by an approved eligible financial
institution acceptable to the Rights Agent in its sole discretion or by a
participant in the Securities Transfer Agents Medallion Program, the Stock
Exchange Medallion Program or the New York Stock Exchange Medallion Program.
In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix
a legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.
<PAGE> 6
FORM OF ELECTION TO PURCHASE
(TO BE EXECUTED IF THE REGISTERED
HOLDER DESIRES TO EXERCISE CLASS A COMMON
RIGHTS REPRESENTED BY THE RIGHTS CERTIFICATE)
To: CONECTIV
The undersigned hereby irrevocably elects to exercise _______________
Class A Common Rights represented by this Rights Certificate to purchase the
Units of Series 2 Preferred Stock issuable upon the exercise of the Class A
Common Rights (or such other securities of the Company or of any other person
or other property which may be issuable upon the exercise of the Class A Common
Rights) and requests that certificates for such Units of Series 2 Preferred
Stock be issued and in the name of and delivered to:
____________________________________________________
(Please print name and address
____________________________________________________
Please insert social security
or other identifying number:________________________
If such number of Class A Common Rights shall not be all the Class A
Common Rights evidenced by this Rights Certificate, a new Rights Certificate
for the balance of such Class A Common Rights shall be registered in the name
of and delivered to:
____________________________________________________
(Please print name and address)
_____________________________________________________
Please insert social security
or other identifying number:________________________
Dated:_____________, 199__
-----------------------------
Signature
Signature Guaranteed:
<PAGE> 7
CERTIFICATE
The undersigned hereby certifies by checking the appropriate boxes
that:
(1) the Rights evidenced by this Rights Certificate [ ] are [
] are not beneficially owned by an Acquiring Person or an Affiliate or an
Associate thereof (as defined in the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the
undersigned, the undersigned [ ] did [ ] did not acquire the Class A Common
Rights evidenced by this Rights Certificate from any person who is, was or
subsequently became an Acquiring Person or an Affiliate or Associate thereof.
<TABLE>
<S> <C>
Dated: , 199 ---------------------------------------
------------ ---- Signature
Signature Guaranteed:
</TABLE>
-----------------------------------------
NOTICE
------
The signature in the foregoing Election to Purchase and Certificate
must conform to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.
Signatures must be guaranteed by an approved eligible financial
institution acceptable to the Rights Agent in its sole discretion or by a
participant in the Securities Transfer Agents Medallion Program, the Stock
Exchange Medallion Program or the New York Stock Exchange Medallion Program.
In the event the certification set forth above is not completed, the
Company will deem the beneficial owner of the Rights evidenced by this Rights
Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Rights Agreement) and, in the case of an Assignment, will affix
a legend to that effect on any Rights Certificates issued in exchange for this
Rights Certificate.
<PAGE> 1
EXHIBIT A-3.5
SUMMARY OF RIGHTS TO PURCHASE
SERIES 1 JUNIOR PREFERRED STOCK
On [ ], the Board of Directors of Conectiv (the
"Company") declared a distribution of one Right (a "Company Common Right") for
each outstanding share of Common Stock, par value $.01 per share (the "Company
Common Stock"), to stockholders of record at the close of business on [
] (the "Record Date") and for each share of Company Common Stock issued
(including shares distributed from Treasury) by the Company thereafter and
prior to the Distribution Date. Each Company Common Right entitles the
registered holder, subject to the terms of the Rights Agreement (as defined
below), to purchase from the Company one one-hundredth of a share (a "Unit") of
Series 1 Junior Preferred Stock, par value $.01 per share (the "Series 1
Preferred Stock"), at a Purchase Price of $[ ] per Unit, subject to
adjustment. The description and terms of the Company Common Rights are set
forth in a Rights Agreement between the Company and Conectiv Resource Partners,
Inc. as Rights Agent (the "Rights Agreement").
On [ ], the Board of Directors also declared a similar
distribution of one Right (a "Class A Common Right") for each outstanding share
of Class A Common Stock, par value $.01 per share (the "Class A Common Stock")
to stockholders of record on the Record Date, each Class A Common Right
entitling the holder thereof, subject to the terms of the Rights Agreement, to
purchase from the Company a Unit of Series 2 Junior Preferred Stock, par value
$.01 per share, at a Purchase Price of $[ ] per Unit, subject to
adjustment.
Copies of the Rights Agreement and the Certificate of Designation for
the Series 1 Preferred Stock have been filed with the Securities and Exchange
Commission as exhibits to a Registration Statement on Form 8-A and a Current
Report on Form 8-K, each dated [ ], 1998 (respectively, the "Form
8-A" and "Form 8-K"). Copies of the Rights Agreement and the Certificate of
Designation are available free of charge from the Company. This summary
description of the Company Common Rights and Series 1 Preferred Stock does not
purport to be complete and is qualified in its entirety by reference to all the
provisions of the Rights Agreement and the Certificate of Designation,
including the definitions therein of certain terms, which Rights Agreement and
Certificate of Designation are incorporated herein by reference.
The Rights Agreement
Initially, the Company Common Rights will attach to all certificates
representing shares of outstanding Company Common Stock, and no separate Rights
Certificates will be distributed. The Company Common Rights will separate from
the Company Common Stock and the "Distribution Date" will occur upon the
earlier of (i) 10
<PAGE> 2
days following a public announcement that a person or group of affiliated or
associated persons (other than the Company, any subsidiary of the Company or
any employee benefit plan of the Company or such subsidiary) (an "Acquiring
Person") has acquired, obtained the right to acquire, or otherwise obtained
beneficial ownership of an aggregate of 15% or more of the total voting power
represented by all the then outstanding shares of Company Common Stock, Class A
Common Stock and other voting securities of the Company (the "Voting
Securities"), and (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
becomes an Acquiring Person) following the commencement of a tender offer or
exchange offer that would result in a person or group beneficially owning an
aggregate of 15% or more of the total voting power represented by all the then
outstanding shares of Voting Securities. Until the Distribution Date, (i) the
Company Common Rights will be evidenced by Company Common Stock certificates
and will be transferred with and only with such Company Common Stock
certificates, (ii) new Company Common Stock certificates issued after the
Record Date (including shares distributed from Treasury) will contain a
notation incorporating the Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates representing outstanding Company
Common Stock will also constitute the transfer of the Company Common Rights
associated with the Company Common Stock represented by such certificates.
The Company Common Rights are not exercisable until the Distribution
Date and will expire at the Close of Business on the tenth anniversary of the
Rights Agreement unless earlier redeemed or exchanged by the Company as
described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Company Common Stock as of
the Close of Business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Company Common Rights.
In the event that a Person becomes an Acquiring Person (a "Section
11(a)(ii) Event"), then each holder of a Company Common Right will thereafter
have the right to receive, upon exercise, Units of Series 1 Preferred Stock
(or, in certain circumstances, cash, property, or other securities of the
Company) having a value equal to two times the exercise price of the Company
Common Right. The exercise price is the Purchase Price multiplied by the
number of Units of Series 1 Preferred Stock issuable upon exercise of a Right
prior to the events described in this paragraph. Notwithstanding any of the
foregoing, following the occurrence of any of the events set forth in this
paragraph, all Company Common Rights that are, or under certain circumstances
specified in the Rights Agreement were, beneficially owned by any Acquiring
Person will be null and void.
In the event that, at any time after a Person or group becomes an
"Acquiring Person," (i) the Company is acquired in a merger or other business
combination with another company and the Company is not the surviving
corporation (other than a merger described in the preceding paragraph), (ii)
another company consolidates or merges with the Company and all or part of the
Company Common Stock or Class A Common Stock is converted or exchanged for
other securities, cash, or property, or (iii) 50% or more of the
<PAGE> 3
consolidated assets or earning power of the Company and its subsidiaries is
sold or transferred to another company, each holder of a Company Common Right
(except Rights that previously have been voided as described above) shall
thereafter have the right to receive, upon exercise, common stock or other
equity interest of the ultimate parent of such other company having a value
equal to two times the exercise price of the Company Common Right.
The Purchase Price payable, and the number of Units of Series 1
Preferred Stock (or other securities, as applicable) issuable, upon exercise of
the Company Common Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Series 1 Preferred Stock, (ii) if
holders of the Series 1 Preferred Stock are granted certain rights or warrants
to subscribe for Series 1 Preferred Stock or convertible securities at less
than the current market price of the Series 1 Preferred Stock, or (iii) upon
the distribution to the holders of the Series 1 Preferred Stock of evidences of
indebtedness, cash or assets (excluding regular quarterly cash dividends or
dividends payable in the Series 1 Preferred Stock) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional shares of Series 1
Preferred Stock (other than fractional shares that are integral multiples of
one one-hundredth of a share). In lieu thereof, an adjustment in cash may be
made based on the market price of the Series 1 Preferred Stock prior to the
date of exercise.
At any time prior to such time as any Person or group or affiliated or
associated persons becomes an Acquiring Person, the Company's Board of
Directors may redeem the Company Common Rights in whole, but not in part, at a
price of $.01 per Right (subject to adjustment in certain events) (the
"Redemption Price"). Immediately upon the action of the Company's Board of
Directors ordering the redemption of the Company Common Rights, the Company
Common Rights will terminate and the only right of the holders of such Rights
will be to receive the Redemption Price.
At any time after any Person or group of affiliated or associated
Persons becomes an Acquiring Person and before any such Person or group shall
become the beneficial owner of 50% or more of the total voting power of the
aggregate of all shares of Voting Securities then outstanding, the Board of
Directors, at its option, may exchange each Company Common Right (other than
Rights that previously have become void as described above) in whole or in
part, at an exchange ratio of one Unit of Series 1 Preferred Stock per Company
Common Right (subject to adjustment in certain events).
Until a Company Common Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution
of the Company Common Rights will not be taxable to stockholders or to the
Company, stockholders may, depending
<PAGE> 4
upon the circumstances, recognize taxable income in the event that the Company
Common Rights become exercisable for Units of Preferred Stock (or other
consideration).
Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of Company Common Rights in order to cure any
ambiguity, defect, inconsistency or to make any other changes that the Board
may deem necessary or desirable. After any Person or group of affiliated or
associated Persons becomes an Acquiring Person, the provisions of the Rights
Agreement may not be amended in any manner that would adversely affect the
interests of the holders of Company Common Rights excluding the interests of
any Acquiring Person.
Description of Series 1 Preferred Stock
The Units of Series 1 Preferred Stock that may be acquired upon
exercise of the Company Common Rights will not be redeemable and will rank
junior to any other shares of preferred stock that may be issued by the Company
with respect to the payment of dividends and as to distribution of assets in
liquidation (except that Series 1 Preferred Stock will be in parity with the
Series 2 Junior Preferred Stock).
Each Share of Series 1 Preferred Stock will have a minimum
preferential quarterly dividend of the greater of $1.00 per share or 100 times
the aggregate per share amount of any cash dividend declared on the Company
Common Stock since the immediately preceding quarterly dividend, subject to
certain adjustments.
In the event of liquidation, the holder of Series 1 Preferred Stock
will be entitled to receive a preferred liquidation payment per share equal to
the greater of $1.00 (plus accrued and unpaid dividends thereon) or 100 times
the amount paid in respect of a share of Company Common Stock, subject to
certain adjustments.
Generally, each share of Series 1 Preferred Stock will vote together
with the Company Common Stock, Class A Common Stock, and any other series of
preferred stock entitled to vote in such a manner, and will be entitled to 100
votes per share, subject to certain adjustments. The holders of the Series 1
Preferred Stock, voting as a separate class, shall be entitled to elect two
directors if dividends on the Series 1 Preferred Stock are in arrears in an
amount equal to six quarterly dividends thereon.
In the event of any merger, consolidation or other transaction in
which shares of Company Common Stock are exchanged, each Share of Series 1
Preferred Stock will be entitled to receive 100 times the aggregate per share
amount of stock, securities, cash or other property paid in respect of each
share of Company Common Stock, subject to certain adjustments.
The rights of holders of the Series 1 Preferred Stock to dividend,
liquidation and voting rights are protected by customary anti-dilution
provisions.
<PAGE> 5
Because of the nature of the Series 1 Preferred Stock's dividend,
liquidation and voting rights, the economic value of one Unit of Series 1
Preferred Stock is expected to approximate the economic value of one share of
Company Common Stock.
<PAGE> 1
EXHIBIT A-3.6
SUMMARY OF RIGHTS TO PURCHASE
SERIES 2 JUNIOR PREFERRED STOCK
On [ ], the Board of Directors of Conectiv (the
"Company") declared a distribution of one Right (a "Class A Common Right") for
each outstanding share of Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), to stockholders of record at the close of business on
[ ] (the "Record Date") and for each share of Class A Common
Stock issued (including shares distributed from Treasury) by the Company
thereafter and prior to the Distribution Date. Each Class A Common Right
entitles the registered holder, subject to the terms of the Rights Agreement
(as defined below), to purchase from the Company one one-hundredth of a share
(a "Unit") of Series 2 Junior Preferred Stock, par value $.01 per share (the
"Series 2 Preferred Stock"), at a Purchase Price of $[ ] per Unit, subject
to adjustment. The description and terms of the Class A Common Rights are set
forth in a Rights Agreement between the Company and Conectiv Resource Partners,
Inc. as Rights Agent (the "Rights Agreement").
On [ ], the Board of Directors also declared a similar
distribution of one Right (a "Company Common Right") for each outstanding share
of Common Stock, par value $.01 per share (the "Company Common Stock") to
stockholders of record on the Record Date, each Company Common Right entitling
the holder thereof, subject to the terms of the Rights Agreement, to purchase
from the Company a Unit of Series 1 Junior Preferred Stock, par value $.01 per
share, at a Purchase Price of $[ ] per Unit, subject to adjustment.
Copies of the Rights Agreement and the Certificate of Designation for
the Series 2 Preferred Stock have been filed with the Securities and Exchange
Commission as exhibits to a Registration Statement on Form 8-A and a Current
Report on Form 8-K, each dated [ ], 1998 (respectively, the "Form
8-A" and "Form 8-K")). Copies of the Rights Agreement and the Certificate of
Designation are available free of charge from the Company. This summary
description of the Class A Common Rights and Series 2 Preferred Stock does not
purport to be complete and is qualified in its entirety by reference to all the
provisions of the Rights Agreement and the Certificate of Designation,
including the definitions therein of certain terms, which Rights Agreement and
Certificate of Designation are incorporated herein by reference.
The Rights Agreement
Initially, the Class A Common Rights will attach to all certificates
representing shares of outstanding Class A Common Stock, and no separate Rights
Certificates will be distributed. The Class A Common Rights will separate from
the Class A Common Stock and the "Distribution Date" will occur upon the
earlier of (i) 10 days following a public announcement that a person or group
of affiliated or associated persons
<PAGE> 2
(other than the Company, any subsidiary of the Company or any employee benefit
plan of the Company or such subsidiary) (an "Acquiring Person") has acquired,
obtained the right to acquire, or otherwise obtained beneficial ownership of an
aggregate of 15% or more of the total voting power represented by all the then
outstanding shares of Class A Common Stock, Company Common Stock and other
voting securities of the Company (the "Voting Securities"), and (ii) 10
business days (or such later date as may be determined by action of the Board
of Directors prior to such time as any person becomes an Acquiring Person)
following the commencement of a tender offer or exchange offer that would
result in a person or group beneficially owning an aggregate of 15% or more of
the total voting power represented by all the then outstanding shares of Voting
Securities. Until the Distribution Date, (i) the Class A Common Rights will be
evidenced by Class A Common Stock certificates and will be transferred with and
only with such Class A Common Stock certificates, (ii) new Class A Common Stock
certificates issued after the Record Date (including shares distributed from
Treasury) will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates
representing outstanding Class A Common Stock will also constitute the transfer
of the Class A Common Rights associated with the Class A Common Stock
represented by such certificates.
The Class A Common Rights are not exercisable until the Distribution
Date and will expire at the Close of Business on the tenth anniversary of the
Rights Agreement unless earlier redeemed or exchanged by the Company as
described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of Class A Common Stock as of
the Close of Business on the Distribution Date and, thereafter, the separate
Rights Certificates alone will represent the Class A Common Rights.
In the event that a Person becomes an Acquiring Person (a "Section
11(a)(ii) Event"), then each holder of a Class A Common Right will thereafter
have the right to receive, upon exercise, Units of Series 2 Preferred Stock
(or, in certain circumstances, cash, property, or other securities of the
Company) having a value equal to two times the exercise price of the Class A
Common Right. The exercise price is the Purchase Price multiplied by the
number of Units of Series 2 Preferred Stock issuable upon exercise of a Class A
Common Right prior to the events described in this paragraph. Notwithstanding
any of the foregoing, following the occurrence of any of the events set forth
in this paragraph, all Class A Common Rights that are, or under certain
circumstances specified in the Rights Agreement were, beneficially owned by any
Acquiring Person will be null and void.
In the event that, at any time after a Person or group becomes an
"Acquiring Person," (i) the Company is acquired in a merger or other business
combination with another company and the Company is not the surviving
corporation (other than a merger described in the preceding paragraph), (ii)
another company consolidates or merges with the Company and all or part of the
Class A Common Stock or Company Common Stock is converted or exchanged for
other securities, cash, or property, or (iii) 50% or more of the
<PAGE> 3
consolidated assets or earning power of the Company and its subsidiaries is
sold or transferred to another company, each holder of a Class A Common Right
(except Rights that previously have been voided as described above) shall
thereafter have the right to receive, upon exercise, common stock or other
equity interest of the ultimate parent of such other company having a value
equal to two times the exercise price of the Class A Common Right.
The Purchase Price payable, and the number of Units of Series 2
Preferred Stock (or other securities, as applicable) issuable, upon exercise of
the Class A Common Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Series 2 Preferred Stock, (ii) if
holders of the Series 2 Preferred Stock are granted certain rights or warrants
to subscribe for Series 2 Preferred Stock or convertible securities at less
than the current market price of the Series 2 Preferred Stock, or (iii) upon
the distribution to the holders of the Series 2 Preferred Stock of evidences of
indebtedness, cash or assets (excluding regular quarterly cash dividends or
dividends in the Series 2 Preferred Stock) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional Shares of Series 2
Preferred Stock (other than fractional shares that are integral multiples of
one one-hundredth of a Share). In lieu thereof, an adjustment in cash may be
made based on the market price of the Series 2 Preferred Stock prior to the
date of exercise.
At any time prior to such time as any Person or group of affiliated or
associated Persons becomes an Acquiring Person, the Company's Board of
Directors may redeem the Class A Common Rights in whole, but not in part, at a
price of $.01 per Right (subject to adjustment in certain events) (the
"Redemption Price"). In addition, prior to a Distribution Date and prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person, the Company may, in connection with the redemption or
purchase by the Company of shares of Class A Common Stock in accordance with
the applicable provisions of the Company's Restated Certificate of
Incorporation, redeem the Class A Common Rights attached to the shares of Class
A Common Stock so redeemed or purchased at a redemption price of $.01 per
Right, subject to adjustment. Immediately upon the action of the Company's
Board of Directors ordering the redemption of Class A Common Rights, the Rights
so redeemed will terminate and the only right of the holders of such Rights
will be to receive the Redemption Price.
In the event that prior to the Distribution Date, the Class A Common
Stock is converted, in whole or in part, into Company Common Stock in
accordance with the applicable provisions of the Company's Restated Certificate
of Incorporation, the Class A Class A Common Rights attached to the shares of
Class A Common Stock so converted will be converted to Company Common Rights
pursuant to a conversion ratio equivalent to the conversion ration used for
converting the Class A Common Stock to Company Common Stock. After the
Distribution Date, Class A Common Rights will be convertible
<PAGE> 4
into Company Common Rights only if all outstanding shares of Class A Common
Stock are converted into Company Common Stock, and such conversion will be
pursuant to a conversion ratio equivalent to the conversion ration used for
converting the Class A Common Stock to Company Common Stock.
At any time after a Person or group of affiliated or associated
Persons becomes an Acquiring Person and before any such Person or group shall
become the beneficial owner of 50% or more of the total voting power of the
Voting Securities then outstanding, the Board of Directors, at its option, may
exchange each Class A Common Right (other than Rights that previously have
become void as described above) in whole or in part, at an exchange rate of one
Unit of Series 2 Preferred Stock per Right (subject to adjustment in certain
events).
Until a Class A Common Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the distribution
of the Class A Common Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Class A Common Rights become exercisable for Units
of Preferred Stock (or other consideration).
Any of the provisions of the Rights Agreement may be amended without
the approval of the holders of Class A Common Rights in order to cure any
ambiguity, defect, inconsistency or to make any other changes that the Board
may deem necessary or desirable. After a Person or a group of affiliated or
associated Persons becomes an Acquiring Person, the provisions of the Rights
Agreement may not be amended in any manner that would adversely affect the
interests of the holders of Class A Common Rights (excluding the interests of
any Acquiring Person).
Description of Series 2 Preferred Stock
The Units of Series 2 Preferred Stock that may be acquired upon
exercise of the Class A Common Rights will be redeemable in certain events as
described below, and will rank junior to any other shares of preferred stock
that may be issued by the Company with respect to the payment of dividends and
as to distribution of assets in liquidation (except that Series 2 Preferred
Stock will be in parity with the Series 1 Junior Preferred Stock).
Each Share of Series 2 Preferred Stock will have a minimum
preferential quarterly dividend of the greater of $1.00 per share or 100 times
the aggregate per share dividend declared on the Class A Common Stock since the
immediately preceding quarterly dividend, subject to certain adjustments.
In the event of liquidation, the holder of Series 2 Preferred Stock
will be entitled to receive a preferred liquidation payment per share equal to
the greater of $1.00 (plus accrued and unpaid dividends thereon) or 100 times
the amount paid in respect of a share of Class A Common Stock, subject to
certain adjustments.
<PAGE> 5
The Series 2 Preferred Stock will be redeemable in certain instances
upon substantially the same terms and conditions that shares of Class A Common
Stock may be redeemed in accordance with the Company's Restated Certificate of
Incorporation.
Generally, each share of Series 2 Preferred Stock will vote together
with the Company Common Stock, the Class A Common Stock, any other series of
preferred stock entitled to vote in such a manner, and will be entitled to 100
votes per share, subject to certain adjustments. The holders of the Series 2
Preferred Stock, voting as a separate class, shall be entitled to elect two
directors if dividends on the Series 2 Preferred Stock are in arrears in an
amount equal to six quarterly dividends thereon.
In the event of any merger, consolidation, or other transaction in
which shares of Class A Common Stock are exchanged, each share of Series 2
Preferred Stock will be entitled to receive 100 times the aggregate per share
amount of stock, cash, securities or other property paid in respect of each
share of Class A Common Stock, subject to certain adjustments.
The rights of holders of the Series 2 Preferred Stock to dividend,
liquidation and voting rights are protected by customary anti-dilution
provisions.
Because of the nature of the Series 2 Preferred Stock's dividend,
liquidation and voting rights, the economic value of one Unit of Series 2
Preferred Stock is expected to approximate the economic value of one share of
Class A Common Stock.
