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Pricing Supplement No. 1 Filing under Rule 424(b)(3)
Dated May 20, 1999 Registration No. 333-72251
(To Prospectus dated May 11, 1999
as supplemented by Prospectus
Supplement dated May 17, 1999)
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[CONECTIV LOGO]
$250,000,000
MEDIUM-TERM NOTES, SERIES A
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Principal Amount: $250,000,000 Interest Payment Dates: June 1 and December 1,
Original Interest Accrual Date: May 26, 1999 beginning December 1, 1999
Stated Maturity Date: June 1, 2006 Regular Record Dates: May 15 and November 15
Interest Rate: 6.730% Redeemable at Company's Option: Yes [X] No [ ]
Issue Price (%): 100%
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Redemption Provisions: See Attachment 1 to this Pricing Supplement.
Underwriting Provisions: See Attachment 2 to this Pricing Supplement.
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LEHMAN BROTHERS
BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON
FIRST UNION CAPITAL MARKETS CORP.
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ATTACHMENT 1
OPTIONAL REDEMPTION
The Notes (all capitalized terms used herein and not otherwise defined
having the meanings given them in the Prospectus Supplement attached hereto)
will be redeemable at the option of the Company, in whole at any time 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 of and interest on such
Notes discounted to the date fixed for redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at a discount rate
equal to the Treasury Rate plus 10 basis points, plus, in either case, accrued
interest to the date of redemption. For this purpose:
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term to the Stated Maturity Date of the Notes
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to the redemption of
any Notes, the Reference Treasury Dealer Quotation (expressed as a
percentage of principal amount) on the third Business Day next preceding
the date fixed for such redemption or, if such Notes are to be defeased in
accordance with Article 7 of the Indenture prior to such redemption date,
then on the third Business Day next preceding the date of such defeasance;
provided, however, that if more than one Reference Treasury Dealer has been
appointed, "Comparable Treasury Price" means the arithmetical mean of the
Reference Treasury Dealer Quotations.
"Independent Investment Banker" means an independent investment
banking institution of national standing appointed by Conectiv.
"Reference Treasury Dealer" means each primary United States
government securities dealer in The City of New York appointed by Conectiv.
"Reference Treasury Dealer Quotation" means, with respect to a
Reference Treasury Dealer and the redemption of any Notes, the average, as
determined by Conectiv, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount and quoted in writing to Conectiv by such Reference Treasury Dealer
at 5:00 p.m. on the third Business Day next preceding the date fixed for
such redemption or, if such Notes are to be defeased prior to such
redemption date, then on the third Business Day next preceding such
defeasance).
"Treasury Rate" means, with respect to any date fixed for the
redemption of any Notes or, if such Notes are to be defeased prior to such
redemption date, the date of such defeasance.
(a) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States
Treasury securities adjusted to constant maturity under the caption
"Treasury Constant Maturities," for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or
after the Stated Maturity Date of the Notes, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue
shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight line basis, rounding to the
nearest month) or
(b) if such release (or any successor release) is not published during
the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the
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Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date or
defeasance date, as the case may be.
The Treasury Rate will be calculated on the third Business Day preceding such
redemption date or defeasance date, as the case may be.
MANDATORY REDEMPTION
The Notes will be redeemed by the Company, on the dates and in the
principal amounts set forth below, at a redemption price of 100% of the
principal amount thereof plus accrued interest to the redemption date:
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MANDATORY PRINCIPAL
REDEMPTION DATE AMOUNT
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June 1, 2002................................................ $100,000,000
June 1, 2003................................................ $ 50,000,000
June 1, 2004................................................ $ 50,000,000
June 1, 2005................................................ $ 30,000,000
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Any Notes remaining outstanding after June 1, 2005 will mature on the
Stated Maturity Date.
The principal amount of Notes to be redeemed on each mandatory redemption
date set forth above shall be reduced on a pro rata basis by the principal
amount of Notes which:
(a) theretofore shall have been redeemed by the Company, at its option, in
accordance with the provisions described above under "Optional Redemption";
(b) are to be redeemed by the Company in accordance with the terms
described above under "Optional Redemption" and which theretofore shall have
been defeased in accordance with Article 7 of the Indenture; or
(c) theretofore shall have been purchased or otherwise acquired by the
Company and delivered to the Trustee at least 45 days prior to such redemption
date;
and which shall not theretofore have been applied to the reduction of any
mandatory redemption requirement. The pro rata reduction of any mandatory
redemption requirement as aforesaid shall be evidenced by the delivery of a
company order to the Trustee at least 45 days prior to the applicable redemption
date.
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ATTACHMENT 2
The Agents named below have agreed, severally and not jointly, acting as
principals, to purchase, and Conectiv has agreed to sell to them, severally, the
respective principal amounts of Notes indicated below. The Distribution
Agreement, as supplemented by a Terms Agreement dated May 20, 1999, provides
that the several obligations of the Agents are subject to certain conditions as
therein set forth. The Agents will be obligated to purchase all the Notes if any
of the Notes are purchased.
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PRINCIPAL AMOUNT
AGENT OF NOTES
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Lehman Brothers Inc. ....................................... $137,500,000
Banc One Capital Markets, Inc. ............................. 37,500,000
Credit Suisse First Boston Corporation...................... 37,500,000
First Union Capital Markets Corp. .......................... 37,500,000
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$250,000,000
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Conectiv has been advised by the Agents that the Agents propose to offer
the Notes to the public initially at the offering price set forth on the cover
of this Pricing Supplement and to certain dealers at such price less a selling
concession of 0.35% of the principal amount on the Notes. The Agents may allow
and each such dealer may reallow to other dealers a concession not exceeding
0.25% of the principal amount of the Notes. After the initial public offering,
such public offering price and such concessions and reallowances may be changed.
See "Supplemental Plan of Distribution" in the attached Prospectus
Supplement and "Plan of Distribution" in the attached Prospectus for further
information regarding the distribution of the Notes.
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