===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
-----------------------------
CONECTIV
(NAME OF ISSUER)
CONECTIV
(NAME OF PERSON(S) FILING STATEMENT)
-----------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
206829 103
(CUSIP NUMBER OF CLASS OF SECURITIES)
CONECTIV
800 King St.
P.O. Box 231
Wilmington, DE 19899
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSONS(S) FILING STATEMENT)
PETER F. CLARK, ESQUIRE
CONECTIV
800 KING STREET, P.O. BOX 231
WILMINGTON, DELAWARE 19899
(302) 429-3311
-----------------------------
COPY TO:
MICHAEL P. ROGAN, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005-2111
(202) 371-7000
-----------------------------
MAY 11, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR
GIVEN TO SECURITY HOLDERS)
-----------------------------
CALCULATION OF FILING FEE
===============================================================================
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- -------------------------------------------------------------------------------
$357,000,000 $71,400
* Calculated solely for purposes of determining the filing fee, based
upon the purchase of 14,000,000 shares at the maximum tender offer
price per share of $25.50
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: $71,400 Filing Party: CONECTIV
Form or Registration No.: Schedule 13E-4 Date File: MAY 11, 1999
- -------------------------------------------------------------------------------
This Amendment No. 1 amends the Issuer Tender Offer Statement on
Schedule 13E-4 filed May 11, 1999 (the "Schedule 13E-4") by Conectiv, a
Delaware corporation (the "Company"), relating to its Offer to Purchase up
to 14,000,000 shares of its Common Stock, par value $0.01 per share
(including the associated preferred stock purchase rights issued pursuant
to the Rights Agreement, dated as of April 23, 1998, between the Company
and Conectiv Resource Partners, Inc., as the Rights Agent), at a price not
greater than $25.50 nor less than $23.50 per share in cash, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May
11, 1999 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2) to the
Schedule 13E-4.
Terms used but not defined herein are used as defined in the Offer
to Purchase.
Item 2. Source and Amount of Funds or Other Consideration.
Item 2(b) of the Schedule 13E-4 is hereby amended as follows:
The following paragraph is added after the first full paragraph on
page 34 of the Offer to Purchase under the caption "Section 10. Source and
Amount of Funds":
"$250,000,000 aggregate principal amount of unsecured
Notes bearing interest at a compound rate of 6.73%, with a
stated maturity date of June 1, 2006 were issued and sold by
the Company on May 26, 1999. The interest payment dates on the
Notes are June 1 and December 1, beginning December 1, 1999.
The Notes may be redeemed at the option of the Company, in
whole or in part from time to time, at a redemption price equal
to the greater of (a) 100% of the principal amount of the Notes
to be redeemed and (b) the sum of the present values of the
remaining scheduled payments of principal and interest on such
Notes discounted to the date fixed for redemption on a
semi-annual basis at a discount rate equal to the Treasury Rate
(generally, the average yield for the immediately preceding
week appearing in the most recently published statistical
release by the Board of Governors of the Federal Reserve System
which establishes yields on actively traded United States
Treasury securities with maturities comparable to the subject
Notes), plus 10 basis points, plus accrued interest to the date
of redemption. Subject to earlier optional redemption, the
Notes will be redeemed by the Company as follows, at a
redemption price of 100% of the principal amount of the Notes
plus accrued interest to the redemption date: $100,000,000 on
June 1, 2002; $50,000,000 on June 1, 2003; $50,000,000 on June
1, 2004; and $30,000,000 on June 1, 2005. Any Notes remaining
outstanding after June 1, 2005 will mature on the stated
maturity date of June 1, 2006. Net proceeds from the issuance
and sale of the Notes will be used by the Company to repay
outstanding obligations under the Credit Agreements. The
Company expects to use borrowings under the Credit Agreements
to complete the purchase of Shares pursuant to the Offer."
Item 8. Additional Information.
Item 8(e) of the Schedule 13E-4 is hereby amended as follows:
The paragraph captioned "FORWARD-LOOKING STATEMENTS" included on page
7 of the Offer to Purchase is deleted and replaced in its entirety by the
following:
"All forward-looking statements made by the Company
(including those made in its press releases and incorporated by
reference herein) involve material risks and uncertainties and
are subject to change based on various important factors which
may be beyond the Company's control. Accordingly, the Company's
future performance and financial results may differ materially
from those expressed or implied in any such forward-looking
statements. Although the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 do not apply to
forward-looking statements made in connection with tender
offers, factors which may affect future performance and
financial results include, but are not limited to, those set
forth in the Company's press releases and other filings with
the Securities and Exchange Commission. The Company undertakes
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise."
Item 8(e) of the Schedule 13E-4 is hereby amended as follows:
"Section 6. Certain Conditions of the Offer" of the Offer to
Purchase is amended as follows:
The phrase "Company's judgment" in the first full paragraph of
"Section 6. Certain Conditions of the Offer" on page 29 of the
Offer to Purchase is deleted and the phrase "Company's
reasonable judgment" inserted in lieu thereof.
Each occurrence of the phrase "sole judgment of the Company,"
in numbered paragraphs (2), (3), (4) and (5) under the caption
"Section 6. Certain Conditions of the Offer" on pages 29 and 30
of the Offer to Purchase is deleted and the phrase "reasonable
judgment of the Company" is inserted in lieu thereof.
The following parenthetical phrase is added at the end of
numbered paragraph (4)(C) under the caption "Section 6. Certain
Conditions of the Offer" on page 29 of the Offer to Purchase,
in order to further clarify this condition: "(which shall not
include the United States' participation in the NATO-sponsored
actions related to Yugoslavia)".
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
CONECTIV
By: /s/ Louis M. Walters
--------------------------------
Louis M. Walters
Treasurer
Dated: June 2, 1999
