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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
In the Matter of CERTIFICATE
Conectiv OF
File No. 70-9155 NOTIFICATION
(Public Utility Holding Company
Act of 1935) PURSUANT TO RULE 24
This Certificate of Notification is filed by Conectiv, a Delaware
corporation and a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act") and Conectiv Resource Partners,
Inc., ("Partners") a Delaware corporation and an authorized mutual service
company under the act, in connection with the Form U-1 Application/Declaration
(File No. 70-9155) as amended, filed by Conectiv under the Act, requesting
authority, among other things, to implement a stockholders rights plan ("Plan")
and to enter into a related Stockholder Rights Agreement ("Agreement") with
Partners, as agent. An order was issued by the Securities and Exchange
Commission ("Commission")with respect to the Proposed Transactions on April 22,
1998. Pursuant to the Plan, on April 23, 1998, the Board of Directors of
Conectiv declared a dividend distribution of one Company Common Right ("Company
Common Right") for each outstanding share of Conectiv Common Stock, $.01 par
value per share ("Company Common Stock"), and one Class A Common Right (("Class
A Common Right") (The Company Common Rights and the Class A Common Rights are
hereinafter referred to as "Rights.")) for each outstanding share of Conectiv
Class A Common Stock, $.01 par value per share ("Class A Common Stock") to
stockholders of record at the close of business on May 11, 1998. In addition,
each holder of a share of Common Stock or Class A Common Stock, as the case may
be, issued after the record date would similarly be entitled to receive one
Company Common Right or Class A Common Right, as the case may be, for each such
share. Each Company Common Right issued to a registered holder of Company Common
Stock would, after the Rights become exercisable, entitle such holder to
purchase from Conectiv one one-hundredth of one share of Series 1 Junior
Participating Preferred Stock at a price of $65 per share, and each Class A
Common Right issued to a registered holder of Class A Common Stock would, after
the Rights become exercisable, entitle such holder to purchases from Conectiv
one one-hundredth of one share of Series 2 Junior Participating Preferred Stock
at a price of $65 per share. Initially, the Rights are evidenced by the
certificates for shares of Common Stock or Class A Common stock as the case may
be and are only transferable with the certificate for the Common Stock or Class
A Common Stock as the case may be.
The Agreement, as executed, is incorporated as an Exhibit hereto.
The foregoing transactions as described above and in the
Application/Declaration have been carried out in accordance with the terms and
conditions of and for the purposes represented by the Application/Declaration
and the Order issued by the Commission with respect thereto.
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S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned company has duly caused this document to be
signed on its behalf by the undersigned thereunto duly authorized.
CONECTIV
By: /s/ Louis M. Walters
--------------------
Louis M. Walters
Treasurer
Dated: May 18, 1998
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EXHIBIT INDEX
A-3.7 Conectiv Stockholders Rights Plan (Exhibit 99(b) to the filing of
Conectiv on Form 8-K dated April 23, 1998 and incorporated by
reference herein).
F-2 Past-tense opinion of counsel.
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Exhibit F-2
Joyce Koria Hayes, Esquire
7 Graham Court
Newark, DE 19711
302-266-9211
302-266-9212 (fax)
May 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Conectiv
SEC File Number 70-9155
Ladies and Gentlemen:
I have acted as counsel for Conectiv, a Delaware corporation, in
connection with its Form U-1 Application/Declaration (File No. 70-9155), as
amended ("Declaration"), filed with the Securities and Exchange Commission
("Commission") with respect to the proposed transactions described therein
("Proposed Transactions"). In the Declaration, authority is requested for
Conectiv to implement a stockholders rights plan ("Plan") and to enter into a
related Stockholders Rights Agreement ("Agreement") with Conectiv Resource
Partners, Inc. ("Partners"), a Delaware Corporation and an authorized mutual
service company under the Public Utility Holding Company Act of 1935 (the
"Act"), as agent. An order was issued by the Commission with respect to the
Proposed Transactions on April 22, 1998.
As discussed more completely in the Declaration and the Plan that was
filed as an exhibit to the Declaration, pursuant to the Plan, the Board of
Directors of Conectiv declared a dividend distribution of one Company Common
Right ("Company Common Right") for each outstanding share of Conectiv Common
Stock, $.01 par value per share ("Company Common Stock"), and one Class A Common
Right (("Class A Common Right") (The Company Common Rights and the Class A
Common Rights are hereinafter referred to as "Rights.")) for each outstanding
share of Conectiv Class A Common Stock, $.01 par value per share ("Class A
Common Stock"), to stockholders of record at the close of business on May 11,
1998. In addition, each holder of a share of Company Common Stock or Class A
Common Stock, as the case may be, issued after the record date would similarly
be entitled to receive one Company Common Right or Class A Common Right, as the
case may be, for each such share. Each Company Common Right issued to a
registered holder of Company Common Stock would, after the Rights become
exercisable, entitle such holder to purchase from Conectiv one one-hundredth of
one share of Series 1 Junior Participating Preferred Stock (the "Series 1
Preferred Stock") at an initial price of $65.00 per share and each Class A
Common Right issued to a registered holder of Class A Common Right issued to a
registered holder of Class A Common Stock would, after the Class A Common Rights
become exercisable, entitle such holder to purchase from Conectiv one
one-hundredth of one share of Series 2 Junior Participating Preferred Stock (the
"Series 2 Preferred Stock") at an initial price of $65.00 per share. Initially,
the Rights are evidenced by the certificates for shares of Common Stock or Class
A Common Stock, as the case may be, to which they are attached, and will only be
transferable, and will automatically be transferred with, such shares.
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In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of such records of
Conectiv 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. As to various questions of fact material to such opinions I have, which
relevant facts were not independently established, relied upon certificates of
officers of Conectiv or statements contained in the Declaration. I have also
relied, with respect to paragraphs 2, 3 and 4 of the opinions on the opinion of
Potter Anderson & Corroon LLP, counsel to the Conectiv Board of Directors with
respect to this matter; with respect to paragraph 1, on the opinions of Peter F.
Clark, General Counsel of Conectiv as to matters of Virginia and Delaware law
and Joanne M. Scanlon, attorney employed by Delmarva Power & Light Company, as
to matters of New Jersey law; and with respect to paragraph 5 on the opinion of
Mr. Clark.
The opinions expressed below in paragraphs 3 and 4 relating to rights
and privileges are subject to (i) applicable bankruptcy, insolvency, moratorium,
fraudulent conveyance, fraudulent transfer and similar laws relating to or
affecting creditors' rights generally and (ii) principles of equity, including
without limitation concepts of materiality, good faith, fair dealing and
reasonableness.
Based on the foregoing, and subject to the assumptions,
qualifications, limitations, conditions and exceptions set forth herein, I am of
the opinion that:
1. All state laws applicable to the Proposed Transactions have been
complied with; however, I express no opinion as to the need to
comply with state blue sky laws.
2. Conectiv is validly organized and duly existing.
3. The Rights have been validly issued and the holders of the
Rights are entitled to the rights and privileges appertaining
thereto set forth in the Agreement.
4. The shares of Series 1 or Series 2 Preferred Stock, when issued
pursuant to the Plan, will be validly issued, fully paid and
nonassessable, and the holders of such shares will be entitled
to the rights and privileges appertaining thereto set forth in
the Certificate of Incorporation of Conectiv as amended by the
Certificates of Designation.
5. The consummation of the Proposed Transactions did not violate
the legal rights of the holders of any securities issued by
Conectiv or any associate company thereof.
6. The Proposed Transactions have been carried out in accordance
with the Declaration.
I hereby consent to the use of this opinion in connection with the
Declaration.
Very truly yours,
/s/ Joyce Koria Hayes
Joyce Koria Hayes
